PLEDGE AGREEMENT

     THIS PLEDGE  AGREEMENT made this 13th day of June, 1997 by and between BLUE
CROSS  AND  BLUE  SHIELD  OF NEW  JERSEY,  INC.,  a health  service  corporation
organized  under  the laws of the State of New  Jersey  (the  "Guarantor"),  and
SUMMIT BANK, a banking institution of the State of New Jersey (the "Bank").

                              W I T N E S S E T H:

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

     WHEREAS,  the  Guarantor,  the  Borrower  and the Bank have  entered into a
Credit  Agreement  dated the date hereof (the  "Credit  Agreement")  pursuant to
which the Bank has agreed to extend credit and make loans to the Borrower in the
maximum principal amount of $3,000,000; and

     WHEREAS, in order to induce the Bank to enter into the Credit Agreement and
make the loans provided therein, the Guarantor has agreed to guaranty the prompt
and complete payment thereof and to provide collateral security therefor.

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE I

     1.1 Definitions.  Unless otherwise defined herein,  words and terms defined
in the Credit Agreement shall have the same meaning when used herein.

                                   ARTICLE II

     2.1 Collateral.  As collateral security for the prompt and complete payment
and  performance  when due (whether at the stated  maturity,  by acceleration or
otherwise) of all  Obligations and in order to induce the Bank to enter into the
Credit Agreement and,  pursuant thereto,  make the Loans and Advances  described
therein,  the  Guarantor  hereby  pledges,   hypothecates,   conveys,   assigns,
mortgages,  transfers,  delivers,  and grants to the Bank a first lien  security
interest  in all of the  Guarantor's  right,  title and  interest  in and to the
following (all of which being hereinafter collectively called the "Collateral"):

     (a) (i) the Government  Securities listed on Schedule I attached hereto and
incorporated herein by reference (the "Schedule

<PAGE>

of Collateral") and (ii) any other Government  Securities which may be set forth
on any  amendment,  modification  or  supplement  to the Schedule of  Collateral
(collectively, the "Pledged Collateral");

     (b) any and all other moneys, securities,  drafts, notes and other property
of any kind of the Guarantor, now or hereafter held or received by or in transit
to the Bank from or for the  Guarantor,  or which may now or hereafter be in the
possession  of the Bank,  or as to which the Bank may now or  hereafter  control
possession,  by  documents  of  title or  otherwise,  whether  for  safekeeping,
custody,  pledge,  transmission,  collection  or  otherwise,  and  any  and  all
deposits,  general or  special,  balances,  sums,  proceeds  and  credits of the
Guarantor,  and all rights and remedies which the Guarantor  might exercise with
respect to any of the foregoing but for this Agreement; and

     (c)  all  proceeds,   including   Payments  and  Redemption   Proceeds  (as
hereinafter defined), of the foregoing.

     2.2. Certain Rights. All Collateral  heretofore,  herein or hereafter given
or granted to the Bank shall  secure the  Obligations  and shall  remain in full
force and  effect  until  such time as (i) the  Obligations  have been fully and
irrevocably  paid in full and (ii) the Credit  Agreement has been terminated and
the Bank has no further  obligation  to make any  Advance  thereunder.  The Bank
shall not be required to proceed  against  any or all of the  Collateral  before
proceeding directly against the Guarantor.

     2.3  Further  Documentation.  At any time and  from  time to time  upon the
Bank's written request and at the Guarantor's sole expense,  the Guarantor shall
deliver to the Bank all such other endorsements,  instruments or other documents
as the Bank may reasonably request in order for it to obtain the full benefit of
this Agreement and the rights and powers herein granted.

     2.4 Custodian. The parties hereto acknowledge and agree that some or all of
the Pledged  Collateral  may be held by the  Custodian  on behalf of and for the
benefit of the Bank pursuant to the Custody Agreement.  Any transfer or delivery
of the Pledged  Collateral  by the Guarantor or any other party to the Custodian
shall be deemed for all purposes to be a transfer and delivery to the Bank.

     2.5 Payments; Redemption Proceeds.

     (a) The Guarantor shall  instruct,  and hereby  irrevocably  authorizes the
Bank and/or the Custodian to instruct,  each issuer or paying agent of each item
of Pledged  Collateral  to pay  directly to the Bank (i) any and all payments of
principal or interest or any non-cash proceeds, certificates, options or rights,
in respect of, in addition to, in substitution of, in exchange for, 


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<PAGE>

or as proceeds  from the sale of, any Pledged  Collateral  (all of the foregoing
being hereinafter  collectively  referred to as "Payments") and (ii) any and all
redemption proceeds, liquidation proceeds, payments upon final maturity or other
similar distribution proceeds (regardless of whether any of the foregoing are in
the  form of cash or  other  property),  in  respect  of,  in  addition  to,  in
substitution  of, in exchange  for, or as proceeds from the sale of, any Pledged
Collateral (all of the foregoing being hereinafter  collectively  referred to as
"Redemption  Proceeds"),  in each case to be held by the Bank in accordance with
the terms of this Agreement.

     (b) The Bank shall waive its right to receive all Payments  and  Redemption
Proceeds,  or if received by the Bank,  shall remit all Payments and  Redemption
Proceeds to the  Guarantor,  in each case, so long as (i) the Bank shall receive
an itemized  list of such Payments and  Redemption  Proceeds not later than five
days prior to the date of payment  thereof (it being agreed that it shall not be
necessary to deliver such list so long as the payment dates of such Payments and
Redemption Proceeds are fully set forth on the Schedule of Collateral),  (ii) no
Default or Event of Default  exists  under any of the Loan  Documents  and (iii)
after  giving  effect  thereto,  the  aggregate  principal  amount of Loans then
outstanding does not exceed the Borrowing Base.

     (c) If (i) a Default  or an Event of Default  exists  under any of the Loan
Documents  or (ii) the  aggregate  principal  amount of Loans  then  outstanding
exceeds  the  Borrowing  Base,  then,  upon  each  such  event  and at all times
thereafter,  the Bank is irrevocably authorized to receive and hold all Payments
and all Redemption Proceeds as additional  Collateral and/or apply such Payments
or Redemption  Proceeds against the Obligations in such manner as the Bank shall
determine in its sole discretion.  In any such event, any Payments or Redemption
Proceeds  received by the Guarantor shall be held by the Guarantor as the Bank's
agent  and in trust on behalf  of and for the  benefit  of the Bank and shall be
delivered forthwith to the Bank in the exact form received, with the endorsement
of the Guarantor when  necessary,  to be held by the Bank in accordance with the
terms of this Agreement.

     2.6 Voting  Rights.  So long as no Default or Event of Default exists under
any of the Loan  Documents,  the  Guarantor  shall  have  the  right to vote the
Pledged Collateral and to give consents, waivers and ratifications in respect of
the  Pledged  Collateral,  provided,  however,  that  no vote  shall  be cast or
consent,  waiver or  ratification  given or action  taken which would impair the
value of the Pledged Collateral.

     2.7 Substitution or Release of Collateral.

     At any time and from time to time during the term of this  Agreement,  upon
prior written notice to the Bank, the 


                                       -3-

<PAGE>

Guarantor  shall  have the  right  to add or  substitute  additional  Government
Securities to or for any or all of the  Government  Securities  then held by the
Bank as part of the Pledged  Collateral  or to request the release of all or any
part of the Pledged Collateral, provided that:

     (a) The Guarantor  shall deliver a written notice to the Bank setting forth
a list  of the  Government  Securities  to be  released  and/or  the  Government
Securities to be substituted therefor or added thereto, as the case may be, and,
in each case, the Fair Market Value thereof, together with a revised Schedule of
Collateral after giving effect thereto;

     (b) The sum of (i) the principal  amount of the Term Loan then  outstanding
plus (ii) the Commitment, does not exceed the Borrowing Base after giving effect
to such release, substitution or addition of Pledged Collateral; and

     (c) No Default or Event of Default exists under any of the Loan Documents.

     2.8 Rights of the Bank. The Bank shall not be liable for failure to collect
or realize upon the  Obligations or any security or guarantee  therefor,  or any
part thereof,  or for any delay in so doing nor shall it be under any obligation
to take any action  whatsoever  with regard  thereto.  Any or all of the Pledged
Collateral  held by the Bank may,  if an Event of Default  has  occurred  and is
continuing,  be  registered  in the name of, or  delivered  to,  the Bank or its
nominee, and the Bank or its nominee may thereafter without notice,  receive any
and all Payments and Redemption  Proceeds,  exercise all voting and other rights
at any meeting of any issuer issuing any of the Pledged  Collateral and exercise
any and all rights of conversion,  exchange,  subscription  or any other rights,
privileges or options  pertaining to any of the Pledged Collateral as if it were
the  absolute  owner  thereof,  including,  without  limitation,  the  right  to
exchange,  at its  discretion,  any and all of the Pledged  Collateral  upon the
merger, consolidation, reorganization, recapitalization or other readjustment of
any issuer  issuing any of such Pledged  Collateral  or upon the exercise by any
such issuer or the Bank of any right,  privilege or option  pertaining to any of
the Pledged Collateral,  and in connection therewith, to deposit and deliver any
and all of the  Pledged  Collateral  with any  committee,  depositary,  transfer
agent, registrar or other designated agency upon such terms and conditions as it
may determine,  all without  liability  except to account for property  actually
received by it, but the Bank shall have no duty to exercise any of the aforesaid
rights, privileges or options and shall not be responsible for any failure to do
so or delay in so doing.

                                       -4-


<PAGE>

                                   ARTICLE III

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

     (a) The  Guarantor is the legal and  beneficial  owner of, and has good and
marketable  title to, the  Collateral,  subject to no lien or other  encumbrance
except the lien created by this Agreement.

     (b) The pledge,  assignment  and delivery of the Pledged  Collateral to the
Bank creates a valid first lien on and a first  perfected  security  interest in
such Pledged Collateral in favor of the Bank, subject to no prior lien or to any
agreement  purporting  to grant to any  other  party a lien on the  property  or
assets of the Guarantor which would include the Collateral. All action necessary
to protect and perfect such security interest in the Pledged Collateral has been
taken and shall remain in effect during the term of this Agreement.

                                   ARTICLE IV

     4.1  Covenants.  The  Guarantor  covenants  and  agrees  that until all the
Obligations  have been  satisfied and paid in full and the Credit  Agreement has
been  terminated  and the Bank has no  further  obligation  to make any  Advance
thereunder, the Guarantor will comply with the following covenants:

     (a) The  Guarantor  will  mark its  books  and  records  pertaining  to the
Collateral to evidence this Agreement and the security interests granted hereby.
Except as otherwise provided in Section 2.7 hereof, the Guarantor will not sell,
assign,  transfer,  exchange or  otherwise  dispose of, or grant any option with
respect to, the  Collateral  or any part thereof,  nor will it create,  incur or
permit to exist any lien or encumbrance with respect to any of the Collateral or
any interest  therein or any proceeds  thereof,  except for the lien provided by
this Agreement.

     (b) The Guarantor will furnish to the Bank,  from time to time,  statements
and schedules  further  identifying and describing the Collateral and such other
reports in connection  with the Collateral as the Bank may  reasonably  request,
all in reasonable  detail.  The Guarantor will  immediately  advise the Bank, in
complete  detail  (1) of any lien  asserted  or claim  made  against  any of the
Collateral,  (2) of any material change in the composition of the Collateral and
(3) of the  occurrence  of any other event  which would have a material  adverse
affect on the  aggregate  value of the  Collateral  or on the security  interest
created hereunder.


                                       -5-

<PAGE>

     (c) The Guarantor will defend the Bank's right, title and security interest
in and to the Collateral and the proceeds thereof against the claims and demands
of all persons whomsoever.

     4.2 Power of Attorney.

     (a) The Guarantor hereby irrevocably constitutes and appoints the Bank, and
any officer or agent thereof,  with full power of substitution,  as its true and
lawful  attorney-in-fact  with full irrevocable power and authority in the place
and stead of the  Guarantor and in the name of the Guarantor or in its own name,
from time to time in the Bank's discretion,  for the purpose of carrying out the
terms of this Agreement,  to take any and all appropriate  action and to execute
any and all  documents  and  instruments  which may be necessary or desirable to
accomplish the purposes of this Agreement and,  without  limiting the generality
of the  foregoing,  hereby gives the Bank the power and right,  on behalf of the
Guarantor without notice to or assent by the Guarantor to do the following:

          (i) to  ask,  demand,  collect,  receive  and  give  acquittances  and
     receipts  for  any  and  all  moneys  due and to  become  due  under  or in
     connection with any Collateral and, in the name of the Guarantor or its own
     name or  otherwise,  to take  possession  of and  endorse  and  collect any
     checks, drafts, notes,  acceptances or other instruments for the payment of
     moneys due under any  Collateral and to file any claim or to take any other
     action or  proceeding  in any court of law or  equity or  otherwise  deemed
     appropriate  by the Bank for the  purpose  of  collecting  any and all such
     moneys due under any Collateral whenever payable;

          (ii) to pay or discharge  taxes,  liens,  security  interests or other
     encumbrances levied or placed on or threatened against the Collateral; and

          (iii) to direct  any party  liable  for any  payment  under any of the
     Collateral  to make  payment  of any and all  moneys  due and to become due
     thereunder  directly  to the Bank or as the Bank shall  direct;  to receive
     payment of and receipt for any and all moneys, claims and other amounts due
     and  to  become  due  at any  time  in  respect  of or  arising  out of any
     Collateral;  to commence and prosecute any suits, actions or proceedings at
     law or in equity in any court of  competent  jurisdiction  to  collect  the
     Collateral or any part thereof and to enforce any other right in respect of
     any Collateral;  to defend any suit,  action or proceeding  brought against
     the  Guarantor  with respect to any  Collateral;  to settle,  compromise or
     adjust any suit,  action or proceeding  described  above and, in connection
     therewith,  to give  such  discharges  or  releases  as the  Bank  may deem
     appropriate;  and generally to sell,  transfer,  pledge, make any agreement
     with respect to or otherwise  deal with any of the  Collateral as fully and
     completely as though the Bank


                                       -6-


<PAGE>

     were the absolute owner thereof for all purposes,  and to do, at the Bank's
     option and the Guarantor's  expense,  at any time or from time to time, all
     acts and things  which the Bank deems  necessary  to  protect,  preserve or
     realize upon the Collateral and the Bank's security  interest  therein,  in
     order to effect the intent of this Agreement,  all as fully and effectively
     as the Guarantor might do.

     (b) The Guarantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof.  This power of attorney is a power coupled
with an interest and shall be irrevocable.  Notwithstanding  the foregoing,  the
Bank agrees that it will not exercise the aforesaid power of attorney unless and
until an Event of Default has occurred hereunder.

     (c) The powers  conferred on the Bank  hereunder  are solely to protect the
interests of the Bank in the Collateral and shall not impose any duty upon it to
exercise any such powers. The Bank shall be accountable only for amounts that it
actually receives as a result of the exercise of such powers, and neither it nor
any of the officers, employees or agents of the Bank shall be responsible to the
Guarantor  for any act or failure  to act,  except  for their  respective  gross
negligence or willful misconduct.

     (d) The Guarantor  also  authorizes the Bank at any time following an Event
of Default to execute any  indorsements,  assignments  or other  instruments  of
conveyance or transfer with respect to the Collateral.

                                    ARTICLE V

     5. Events of Default.  Each of the following  shall  constitute an Event of
Default hereunder.

     (a) The occurrence of any Event of Default under the Credit Agreement,  the
Notes or any of the other Loan Documents;

     (b) If any representation or warranty made by or on behalf of the Guarantor
contained in the Loan Documents or in any document  furnished in compliance with
the Loan Documents is false or incorrect in any material respect when made; or

     (c) If the Guarantor  shall default in the performance or observance of any
covenant or agreement  contained in this Agreement and such default is not cured
or remedied within ten days after notice thereof.

                                   ARTICLE VI

     6. Remedies. (a) Upon the occurrence of an Event of Default or in the event
that any portion of the  Obligations  shall have been  declared  due and payable
(whether at the stated maturity,


                                       -7-

<PAGE>

by  acceleration or otherwise),  the Bank may,  without demand of performance or
other demand,  advertisement  or notice of any kind,  immediately set off any or
all of the  Obligations  against any of the  Collateral or any other property of
the Guarantor  which may now or hereafter be in the possession or control of the
Bank or the  Custodian  or any party acting on their  behalf,  and such right of
setoff shall be deemed to have been exercised immediately upon the occurrence of
such Event of Default even though such setoff is not noted on the Bank's records
until a later time.  Without  limiting  the  generality  of the  foregoing,  the
Guarantor  agrees that upon the  occurrence  of an Event of  Default,  the Bank,
without demand of performance  or other demand,  advertisement  or notice of any
kind (except the notice  specified  below of time and place of public or private
sale)  to or upon  the  Guarantor  or any  other  person  (all and each of which
demands,  advertisements  and/or  notices  are  hereby  expressly  waived),  may
forthwith collect, receive,  appropriate and realize upon the Collateral, or any
part  thereof,  and/or may  forthwith  sell,  assign,  give option or options to
purchase,  contract to sell or otherwise dispose of and deliver said Collateral,
or any part thereof,  in one or more parcels at public or private sale or sales,
at any  exchange,  broker's  board or at any of the Bank's  offices or elsewhere
upon such terms and conditions as it may deem advisable and at such prices as it
may deem best, for cash or on credit or for future delivery  without  assumption
of any  credit  risk,  with the  right to the Bank  upon any such sale or sales,
public or private, to purchase the whole or any part of said Collateral so sold,
free of any right or equity or redemption in the Guarantor which right or equity
is hereby expressly waived or released. The Bank shall apply the net proceeds of
any such  collection,  recovery,  receipt,  appropriation,  realization or sale,
after deducting all reasonable costs and expenses of every kind incurred therein
or  incidental  to the  care,  safekeeping  or  otherwise  of any and all of the
Collateral or in any way relating to the rights of the Bank hereunder, including
reasonable  attorneys'  fees and legal  expenses,  to the payment in whole or in
part,  of the  Obligations  in such order as the Bank may elect.  The  Guarantor
agrees  that the Bank need not give  more than ten days'  notice of the time and
place of any  public  sale or of the time  after  which a private  sale or other
intended  disposition  is to take  place  and that  such  notice  is  reasonable
notification of such matters.  In addition to the rights and remedies granted to
it in  this  Agreement  and in  any  other  instrument  or  agreement  securing,
evidencing  or relating to any of the  Obligations,  the Bank shall have all the
rights and remedies to which it may be entitled under applicable law,  including
without limitation, all rights and remedies of a secured party under the Uniform
Commercial  Code of the State of New Jersey.  The Guarantor  shall be liable for
the  deficiency  if the  proceeds  of  any  sale  or  other  disposition  of the
Collateral  are  insufficient  to pay all amounts to which the Bank are entitled
hereunder,  including the fees of any attorneys  employed by the Bank to collect
such deficiency.


                                       -8-


<PAGE>

     (b) The  Guarantor  further  agrees  to do or  cause  to be done  all  such
reasonable acts and things as may be necessary to make such sale or sales of any
portion or all of the Pledged  Collateral  valid and  binding and in  compliance
with  any and all  applicable  laws,  regulations,  order,  writs,  injunctions,
decrees  or  awards  of  any  and  all  courts,   arbitrators  or   governmental
instrumentalities,  domestic or foreign,  having jurisdiction over any such sale
or sales, all at the Guarantor's  expense.  The Guarantor  further agrees that a
breach  of  any  of  the  covenants  contained  in  this  paragraph  will  cause
irreparable  injury to the Bank,  and the Bank has no adequate  remedy at law in
respect  of such  breach  and,  as a  consequence,  agrees  that  each and every
covenant contained in this paragraph shall be specifically  enforceable  against
the  Guarantor,  and the  Guarantor  hereby  waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for
a defense that no Event of Default has occurred and is continuing.

                                   ARTICLE VII

     7.1 Notice. All notices and other  communications given to or made upon any
party hereto in connection  with this Agreement  shall be in writing  (including
telexed,  telecopied or telegraphic  communication)  and mailed (by first class,
United States mail, postage prepaid), telexed,  telecopied,  telegraphed or hand
delivered to the  respective  parties,  at the addresses set forth in the Credit
Agreement,  or to such  changed  address  as may be  fixed by  notice.  All such
notices and other  communications  shall be effective when received by the party
to whom  properly  addressed,  the written  receipt by any  employee of any such
party constituting sufficient evidence of such receipt.

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

     7.3  Amendment.  No  modification,  amendment or waiver of any provision of
this Agreement shall be effective unless the same shall be in writing and signed
by the party  granting  such  modification,  amendment or waiver,  and then such
waiver or consent shall be effective  only in the specific  instance and for the
purpose for which given.

     7.4 Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto, all


                                       -9-


<PAGE>

future holders of the Obligations and their respective successors and assigns.

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

     7.6  Counterparts.  This Agreement may be executed by the parties hereto on
any number of separate  counterparts  and all such  counterparts  taken together
shall constitute one and the same instrument.

     7.7 Governing Law; No Third Party Rights. This Agreement and the rights and
obligations  of the parties  hereunder  shall be governed by and  construed  and
interpreted  in  accordance  with  the  law of the  State  of New  Jersey.  This
Agreement is solely for the benefit of the parties  hereto and the Custodian and
their  respective  successors  and  assigns,  and no other person shall have any
right,  benefit,  priority or interest in, under or because of the existence of,
this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered as of the day and year first above written.

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

 By:______________________________   By:_________________________________
      Name:                              Name:
      Title:                             Title:

                                         SUMMIT BANK

                                     By:__________________________________
                                         Name:
                                         Title:


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<PAGE>

                                   SCHEDULE I

                                                                        INTEREST
CUSIP         DESCRIPTION         RATE          MATURITY          PAYMENT DATES
-----         -----------         ----          --------          -------------
31359CBK0      $5M FNMA           8.00%         4/13/05            4/13, 10/13


                                      -11-