EMPLOYMENT AGREEMENT


         AGREEMENT  dated as of April  17,  2000  ("Commencement  Date")  by and
between CareAdvantage, Inc. ("Company") and Christopher Minor ("Executive").

         1. Employment. Company agrees to employ Executive, and Executive agrees
 to be so employed, in the capacity of Senior Vice President and Chief Financial
 Officer,  and shall have the  duties  customary  to such  office and such other
 duties as the Chief Executive Officer shall reasonably determine.

         2. Time and Efforts.  The Executive  shall:  (a) render services as the
 Senior Vice  President  Chief  Financial  Officer of the  Company,  (b) perform
 duties  consistent  with  such  title  and  such  other  related  duties,   not
 inconsistent  with such  title,  as the  Chief  Executive  Officer  or Board of
 Directors of the Company shall reasonably request,  (c) not engage in any other
 business activity and (d) devote all the Executive's business time,  attention,
 skill and best efforts  exclusively to the Company's  duties  hereunder and the
 business and affairs of the Company,  which  duties  shall  include  having the
 Executive present in the Company's  offices at Iselin,  New Jersey for four (4)
 days per  week.  The  Company  shall  have the  power to  direct,  control  and
 supervise  the duties to be  performed  hereunder,  the means and the manner of
 performing said duties, and the terms and time for performing said duties.

         3. Compensation.

            3.1.  Salary.  Commencing  upon the  Commencement  Date, the Company
            shall pay  Executive  salary for his  services  at an annual rate of
            $210,000. This amount shall be paid in accordance with the Company's
            normal payroll practices. The Company shall deduct and withhold from
            any and all payments required to be made to the Executive under this
            Agreement any and all Federal, state, local and other taxes that the
            Company  determines  are required to be withheld in accordance  with
            the Internal  Revenue Code of 1986, as amended from time to time (or
            any corresponding  provisions of succeeding law),  together with the
            rules  and  regulations  promulgated   thereunder,   and  any  other
            applicable  statutes  and  regulations  from  time to time in effect
            (including, without limitation,  applicable Federal and state income
            taxes, unemployment taxes and FICA contributions) and shall pay over
            such  amounts  to  the  Federal,  state  or  local  government,   as
            applicable.

            3.2. Stock  Options.  The Company shall  provide the Executive  with
            stock options in accordance with Attachment A.

            3.3. Benefits.  The Company  shall  provide the  Executive  with the
            benefits as described in Attachment B.

            3.4. Expense  Reimbursement.  The Company shall reimburse  Executive
            for all reasonable and customary  out-of-pocket expenses incurred in
            carrying out his duties  under this  Agreement,  including,  but not
            limited to, reasonable  out-of-pocket living expenses incurred while
            Executive  is residing in the Iselin,  New Jersey area and costs for
            commuting  between his home in Bethel,  Connecticut and Iselin,  New
            Jersey.  Executive shall present to the Company from time to time an
            itemized  account  of such  expenses  in any  form  required  by the
            Company.

            3.5. Severance.  In  the event the Company terminates this Agreement
            in accordance with Section 6, then Executive shall receive salary in
            accordance  with  Section  3.1 for six (6) months  after the date of
            termination;  provided,  however,  that  in the  event  the  Company
            terminates  this  Agreement  in  accordance  with  Section 6 after a
            Change of Control as defined in Section 2 of  Attachment  A, then in
            lieu of the foregoing,  Executive shall receive salary in accordance
            with Section 3.1 for one (1) year after the date of termination.




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         4. Term. Except as otherwise  provided,  including  without  limitation
Section 6 hereof,  this Agreement  shall be for a one (1) year term and shall be
renewed   automatically   thereafter  for  successive   one-year  terms,  unless
terminated as provided hereunder.  For purposes of this Agreement,  "Term" shall
mean the period  commencing on the Commencement Date and ending on the date this
Agreement terminates.

         5. Indemnification; Insurance; Litigation.

            5.1  Indemnification.  The Company will  indemnify  Executive to the
            fullest extent permitted by law (or the certificate of incorporation
            or by-laws of the Company, whichever affords the greatest protection
            to  Executive)  against all costs,  charges and expenses  whatsoever
            incurred  or  sustained  by  him  or his  legal  representatives  in
            connection  with any action,  suit or  proceeding to which he may be
            made a party  by  reason  of his  being or  having  been at any time
            (before, during or after the Term) a director,  officer, employee or
            agent of the Company,  or a consultant or advisor to the Company, or
            by  reason of any  action at any time  taken by him on behalf of the
            Company.

            5.2  Advancement  of  Expenses.  Expenses  and  costs  (including  a
            reasonable retainer and advance against  disbursements)  incurred by
            Executive in connection  with any matter with respect to which he is
            entitled to indemnification  shall be paid by the Company in advance
            of the final  disposition  of such action,  suit or proceeding  upon
            receipt of an undertaking by or on behalf of Executive to repay such
            amount if it shall  ultimately be determined that he is not entitled
            to be indemnified by the Company as authorized by this Section 5.

            5.3 Indemnification Not Exclusive.  The provisions of this Section 5
            shall not limit or  restrict  in any way the power of the Company to
            indemnify  or advance  expenses  and costs to Executive in any other
            way permitted by law or be deemed  exclusive of, or invalidate,  any
            right to which  Executive may be entitled under any law,  provisions
            of the Company's certificate of incorporation or by-laws, agreement,
            vote of stockholders or disinterested  directors or otherwise,  both
            as to  action  in  Executive's  capacity  as an  officer,  director,
            consultant,  advisor,  employee  or agent of the  Company  and as to
            action in any other capacity while holding any such position.

            5.4 Accrual of Claims;  Successors.  The indemnification provided or
            permitted  under  this  Section  5 shall  apply  in  respect  of any
            expense, cost, judgment, fine, penalty or amount paid in settlement,
            whether  or not the  claim or cause of  action  in  respect  thereof
            accrued or arose before or after the effective  date of this Section
            5. Executive's  indemnification  under this Section 5 shall continue
            after he shall have  ceased to be a director,  officer,  consultant,
            advisor,  employee  or agent and shall  inure to the  benefit of his
            heirs,  distributees,  executors,  administrators  and  other  legal
            representatives.

            5.5 Insurance.  The Company shall maintain,  during the Term and for
            six years thereafter,  directors' and officers'  liability insurance
            covering  Executive  with  respect to acts and  omissions  occurring
            during the period of time  commencing on the  Commencement  Date and
            ending upon the conclusion of the Term ("D&O  Insurance"),  on terms
            no less favorable to Executive than the most favorable terms of such
            insurance (in terms of coverage) maintained in effect by the Company
            at any time during the Term. The amount of the D&O Insurance  during
            the Term and for six years thereafter shall be equal to (i) at least
            $3 million (the amount of coverage on the date of this Agreement) or
            (ii) if the Company increases the amount of D&O Insurance during the
            Term,  the amount to which the D&O  Insurance is so  increased.  The
            Company shall use commercially reasonable efforts to obtain, as soon
            as practicable  after the date hereof,  D&O Insurance with increased
            limits of liability  and lower  deductibles  than those in effect on
            the date hereof.



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            5.6 Litigation.  In the event of any litigation or other  proceeding
            between the Company and Executive with respect to the subject matter
            of, or the enforcement of rights under, this Agreement,  the Company
            shall reimburse Executive for all costs and expenses related to such
            litigation or proceeding,  including reasonable  attorneys' fees and
            expenses,  provided that the  litigation  or  proceeding  results in
            either a settlement  requiring  the Company to make a payment to the
            Executive or a judgment in favor of Executive.

         6. Termination  Without Cause. Either party may without cause terminate
this  Agreement at any time by notifying the other not less than sixty (60) days
prior to the date such  termination is to become  effective.  Upon the Company's
notice, or receipt thereof,  of the Executive's  Termination  Without Cause, the
Company  agrees to pay the  Executive  his  salary  payable in  accordance  with
Section 3.1 at his  residence  set forth in Section 9.1 up until the date of the
effectiveness of such  termination.  The Executive agrees that he will, upon his
notice of termination, or receipt thereof, immediately vacate all offices of the
Company at Iselin, New Jersey and elsewhere.

         7. Termination  with Cause.  The Company may for cause  terminate this
Agreement at any time by notifying  the  Executive of such  termination  and the
cause therefor. For this purpose, "cause" shall include each of the following:

            (a)  death or  prolonged  disability  as  defined  by the  Company's
                 disability insurance policy;

            (b)  the Executive's  refusal or other failure to perform any of the
                 Executive's  duties hereunder after written notice thereof from
                 the   Company  and  the   Executive's   failure  to  cure  such
                 non-performance within ten (10) days of receipt thereof;

            (c)  the  Executive's  breach of this  Agreement and failure to cure
                 such breach  within ten (10) days of receipt of written  notice
                 thereof from the Company;

            (d)  the  Executive's  commission of any act of  dishonesty,  fraud,
                 intentional  material  misrepresentation  or moral turpitude in
                 connection with this employment, including, but not limited to,
                 misappropriation or embezzlement of any funds of the Company;

            (e)  the  Executive's  commission of any willful or intentional  act
                 having the effect of  injuring,  in any material  respect,  the
                 reputation, business or business relationships of the Company;

            (f)  entering  by  the  Executive  of  a  plea  of  guilty  or  nolo
                 contendere  to, or the conviction of the Executive for, a crime
                 (other  than  a  routine  traffic   offense)  which  carries  a
                 potential  penalty of  imprisonment  for more than  ninety (90)
                 days and/or a fine in excess of Ten Thousand Dollars ($10,000);

            (g)  the Executive's habitual abuse of alcohol,  prescription drugs,
                 or controlled substances;

            (h)  the Executive's  commission of any material and repeated act of
                 misconduct  or material act of  insubordination  in  connection
                 with  his   employment   (it  being   acknowledged   that  mere
                 disagreement  between the Company  and the  Executive,  without
                 more, shall not constitute insubordination); or

            (i)  the  repetition  of  any  act  or  failure  under   subsections
                 referenced   above,   where  such  prior  act  or  failure  has
                 previously been cured, it being  acknowledged and agreed by the
                 Executive that upon the occurrence of any such repetition,  the
                 Executive  shall not have a right to  further  notice and shall
                 not have an opportunity to cure.



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         8. Confidentiality, Invention and Non-Compete Agreement. Simultaneously
with the  execution of this  Agreement,  the parties shall execute the agreement
entitled "Confidentiality, Invention and Non-Compete Agreement."

         9.  Notices.  All notices  required or permitted to be given under this
Agreement shall be given by certified  mail,  return receipt  requested,  to the
parties at the  following  addresses  or to such other  addresses  as either may
designate in writing to the other party.

         If to Company:

                  Chief Executive Officer
                  CareAdvantage, Inc.
                  485-C Route 1 South
                  Iselin, New Jersey 08830

         If to Executive:

                  14 Starr Lane
                  Bethel, Connecticut 06801

         10. Governing Law. This  Agreement  shall be construed  and enforced in
accordance with the laws of the state of New Jersey.

         11. Amendments.  This Agreement may be amended only in writing,  signed
by both parties.

         12. Non-Waiver.  A delay or failure by either party to exercise a right
under this Agreement,  or a partial or single exercise of that right,  shall not
constitute a waiver of that or any other right.

         13. Binding  Effect.  The provisions of this Agreement shall be binding
upon and inure to the benefit of both  parties and their  respective  successors
and assigns.

         14.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts each of which shall be deemed an original for all purposes.

         IN WITNESS WHEREOF, Company has by its appropriate officers, signed and
affixed its seal and Executive has signed and sealed this Agreement.


CAREADVANTAGE, INC.                   CHRISTOPHER MINOR



By:/s/ David G. Noone                 /s/ Christopher Minor

   ------------------------------     ----------------------------------------




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                                                                    ATTACHMENT A


                                  STOCK OPTIONS


         1. Generally.  Subject to approval by the Compensation Committee of the
Board of Directors, the Executive shall be granted an option to purchase 500,000
shares of the  Company's  Common  Stock.  Such options  shall be issued from the
Company's  Stock Option Plan  ("Plan"),  and to the maximum  extent  permissible
under  the  Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  shall
constitute Incentive Stock Options under the Code.

         2. Terms. The option shall contain those terms generally  applicable to
options  granted under the Plan,  except options to purchase 100% of such shares
shall  become  fully  exercisable  in the  event of a Change of  Control  of the
Company.  For this  purpose,  "Change  of  Control"  shall  mean (i) a merger or
consolidation   of  the  Company  in  a  transaction   in  which  the  Company's
stockholders  receive 50% or less of the vote or value of the new or  continuing
corporation; (ii) the sale, exchange or other disposition of at least 50% of the
vote or value of the Company's stock in a single transaction;  or (iii) the sale
of substantially all of the Company's assets.





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                                                                    ATTACHMENT B


                                 FRINGE BENEFITS





The Executive shall be entitled to the following fringe benefits:

         1. vacation leave in the amount of 20 days per year.

         2. other leave (sick leave,  personal time, and holidays) in the amount
and on the same terms and conditions as provided to the senior management of the
Company;

         3.  medical  insurance,   life  insurance,  and  participation  in  the
Company's  401(k) plan on the same terms and  conditions  as these  benefits are
provided to the senior management of the Company; and

         4.  disability  insurance  (long- and short-term) on the same terms and
conditions as provided to senior management of the Company; and

         5. such other benefits as may be made available generally to the senior
management of the Company.




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