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                                                                   EXHIBIT 10.18


                                   AVETA INC.
                           KEY EMPLOYEE RETENTION PLAN

                       (EFFECTIVE AS OF DECEMBER 30, 2005)

                                  INTRODUCTION

         The purpose of this Aveta Inc. Key Employee Retention Plan is to induce
a selected group of key employees of the Company to remain employed by the
Company, by paying such individuals certain retention compensation, thereby
reinforcing their efforts for, and commitment to, the Company. Capitalized terms
and phrases used herein shall have the meanings ascribed thereto in Article I.

                                   ARTICLE I.
                                   DEFINITIONS

         1.1 "ACCELERATION EVENT" shall have the meaning set forth in Section
2.2(b).

         1.2 "AFFILIATE" shall mean, with respect to any Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person.

         1.3 "BOARD" shall mean the Board of Directors of the Company.

         1.4 "CAUSE" shall mean a Participant's: (a) willful or gross negligence
with regard to the Company or Participant's duties; (b) willful or gross
misconduct with regard to the Company or Participant's duties; or (c) commission
of (i) a felony or (ii) a misdemeanor, crime or offense involving fraud,
dishonesty or moral turpitude. Determination of Cause shall be made by the
Company in its sole discretion.

         1.5 "CHANGE OF CONTROL" shall be deemed to occur following any
transaction if: (a) any Person (other than (i) Daniel Straus and/or Joseph Mark,
or any Person they control by virtue of having the right to directly or
indirectly select or elect a majority of the Board or other controlling Persons
of the Company, (ii) the Company, (iii) any trustee or other fiduciary holding
securities under any employee benefit plan of the Company, or (iv) any company
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of common stock of the
Company), becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 50% or more of the combined voting
power of the then outstanding securities of the Company (or its successor
corporation); or (b) the stockholders of the Company approve a plan of complete
liquidation of the Company or the consummation of the sale or disposition by the
Company of all or substantially all of the Company's assets other than (i) the
sale or disposition of all or substantially all of the assets of the Company to
a Person or Persons who beneficially own, directly or indirectly, at least 50%
or more of the combined voting power of the outstanding voting securities of the
Company at the time of the sale, or (ii) pursuant to a spinoff type transaction,
directly or indirectly, of such assets to the stockholders of the Company.
Notwithstanding the foregoing, a merger or consolidation




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effected solely to implement a recapitalization of the Company shall not
constitute a Change of Control.

         1.6 "CODE" shall mean the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.

         1.7 "COMMITTEE" shall mean a committee appointed by the Board from time
to time to administer the Plan. The Committee may delegate any of its powers,
duties and responsibilities and any of its discretionary authorities under the
Plan to any officer of the Company. Notwithstanding the foregoing, if, and to
the extent that no Committee exists which has the authority to administer the
Plan, the functions of the Committee shall be exercised by the Board and all
references herein to the Committee shall be deemed to be references to the
Board. The Committee (or its designee) shall have the exclusive right, power,
and authority, in its sole discretion, to administer, apply and interpret the
Plan and any other Plan documents and to decide all matters arising in
connection with the operation or administration of the Plan. Without limiting
the generality of the foregoing, the Committee shall have the sole and absolute
discretionary authority: (a) to take all actions and make all decisions with
respect to the eligibility for, and the amount of, the Retention Bonus payable
under the Plan; (b) to formulate, interpret and apply rules, regulations and
policies necessary to administer the Plan in accordance with its terms; (c) to
decide questions, including legal or factual questions, relating to the
calculation and payment of the Retention Bonus under the Plan; (d) to resolve
and/or clarify any ambiguities, inconsistencies and omissions arising under the
Plan or other Plan documents; (e) to decide for purposes of paying benefits
hereunder, whether, based on the terms of the Plan, a Termination of Employment
is for Cause; and (f) to process and approve or deny benefit claims and rule on
any benefit exclusions. All interpretations, determinations and decisions made
by the Committee (or any delegate) with respect to any matter arising under the
Plan and any other relevant documents shall be final, conclusive and binding on
all parties.

         1.8 "COMPANY" shall mean Aveta Inc. and any successors as provided in
Article V hereof.

         1.9 "COMPANY GROUP" shall mean the Company its parent entities,
predecessors or its or their Affiliates.

         1.10 "COMPETING BUSINESS" shall mean any Person or entity in the
Commonwealth of Puerto Rico, the state of California or Cook County, Illinois
that: (a) operates or manages a Health Plan; (b) performs or arranges for
medical services for a Health Plan (either on a capitated, risk sharing or fee
for service basis); or (c) provides services to or on behalf of a Health Plan in
the areas of medical management, risk adjustment, medical network operations or
administration, plan design, pricing, utilization or quality control would be in
direct competition with the Company.

         1.11 "CONFIDENTIAL RECORDS" shall have the meaning set forth in Section
2.7(c).

         1.12 "DISABILITY" shall mean with respect to a Participant's
Termination of Employment, a permanent and total disability as defined in
Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the
time of the determination by the Committee of the



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Disability. Notwithstanding the foregoing, for payments under the Plan that are
subject to Section 409A of the Code, Disability shall mean that a Participant is
disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

         1.13 "EBITDA" shall mean the consolidated net income of the Company,
determined based on the regularly prepared audited financial statements of the
Company; prepared under generally accepted accounting principles applied on a
consistent basis throughout the term of the applicable measurement period, plus
the sum, without duplication and only to the extent such amounts are deducted
from total revenues in determining net income, of (a) consolidated interest
expense, (b) state, commonwealth and local consolidated income taxes, (c)
consolidated depreciation of tangible assets, (d) consolidated interest expenses
and income, and (e) consolidated amortization of intangible assets. The Board
may, in its sole discretion, adjust the EBITDA target, or the factors that enter
into the calculation of EBITDA, to reflect any actual or projected increases or
decreases in the Company's EBITDA that result or are expected to result from any
recapitalization, merger, consolidation, spin-off, split-off, split-up,
reorganization, partial or complete liquidation, or other distribution of
assets, or any acquisition or distribution of assets by the Company, or any
other corporate transaction or extraordinary event having an effect similar to
any of the foregoing.

         1.14 "EFFECTIVE DATE" shall mean December 30, 2005.

         1.15 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         1.16 "HEALTH PLAN" shall mean a health plan operated by the Company and
authorized pursuant to the Medicare + Choice or Medicare Advantage program.

         1.17 "PARTICIPANT" shall mean each key employee of the Company selected
by the Committee in its sole discretion and designated in writing as a
participant in the Plan. Any such designated individual shall only become a
Participant on receipt of the Retention Bonus Agreement.

         1.18 "PERSON" shall mean any "person" as such term is used in Sections
13(d) and 14(d) of the Exchange Act.

         1.19 "PLAN" shall mean the Aveta Inc. Key Employee Retention Plan, as
amended from time to time.

         1.20 "PROPRIETARY INFORMATION" shall have the meaning set forth in
Section 2.7(b).

         1.21 "RESTRICTED PERIOD" shall have the meaning set forth in Section
2.7(a).

         1.22 "RETENTION BONUS" shall mean the amount set forth in the Retention
Bonus Agreement.

         1.23 "RETENTION BONUS AGREEMENT" shall mean the letter from the Company
in the form of an agreement informing an employee of the Company of his or her
selection as a Participant and setting forth any additional terms and conditions
of participation in the Plan.



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         1.24 "TERMINATION OF EMPLOYMENT" shall mean a termination of employment
(for reasons other than a military or personal leave of absence granted by the
Company) of a Participant from the Company. A Participant's transfer of
employment from the Company to any Affiliate shall not be treated as Termination
of Employment for purposes of the Plan. Notwithstanding the foregoing, a
Participant shall not be considered to have experienced a Termination of
Employment if, for purposes of Section 409A of the Code, the Participant would
not be considered to have had a "separation from service."

                                   ARTICLE II.
                              RETENTION BONUS TERMS

         2.1 GRANT OF RETENTION BONUS. Subject to the terms and conditions of
the Plan, including, without limitation, those set forth in Sections 2.7, and
any additional terms and conditions of set forth in the Retention Bonus
Agreement, the Participant shall be entitled to receive the Retention Bonus,
which shall vest and become payable in accordance with Sections 2.2 and 2.3.

         2.2 VESTING.

                  (a) Subject to the Participant's continued employment with the
         Company and compliance with the terms and conditions of the Plan, the
         Participant will vest in, and be entitled to receive payment of, the
         Retention Bonus in accordance with the following schedule:

<TABLE>
<CAPTION>
             VESTING/PAYMENT DATE                      PERCENTAGE VESTED/PAYABLE
             --------------------                      -------------------------
<S>                                                    <C>
               December 30, 2005                                  20%

               December 31, 2010                                 100%
</TABLE>

                  (b) Notwithstanding the foregoing, the Participant shall
         immediately vest in, and be entitled to receive payment of, the
         Retention Bonus on the earliest of the following events (each, an
         "Acceleration Event") to occur:

                           (i) A Change of Control;

                           (ii) A Participant's Termination of Employment (x) by
                  the Company without Cause or (y) as a result of a
                  Participant's death or Disability;

                           (iii) The Company's EBITDA for the 24-month period
                  ending December 31, 2007 equaling or exceeding $350,000,000.

                  (c) Notwithstanding the foregoing, if the Company's EBITDA for
         the 12-month period ending December 31, 2006 equals or exceeds
         $153,000,000, the Participant shall vest in, and be entitled to receive
         payment of, an additional 40% of the Retention Bonus. The remaining 40%
         of the Retention Bonus shall remain subject to the continued



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         vesting schedule set forth in Section 2.2(a), but may further
         accelerate vesting upon the occurrence of an Acceleration Event.

         2.3 FORM OF PAYMENT. Any Participant entitled to a portion of the
Retention Bonus pursuant to Section 2.1 shall receive payment of such portion of
the Retention Bonus in the form of a lump sum payable in cash within 30 days
after the date the portion of the Retention Bonus vests pursuant to Section 2.2.

         2.4 FORFEITURE. A Participant shall forfeit the right to payment of any
unvested portion of the Retention Bonus if the Participant's Termination of
Employment occurs prior to December 31, 2010: (i) by the Company for Cause; or
(ii) by the Participant voluntarily for any reason (or no reason).

         2.5 NO DUTY TO MITIGATE/SET-OFF. No Participant entitled to receive the
Retention Bonus hereunder shall be required to seek other employment or to
attempt in any way to reduce any amounts payable to the Participant by the
Company pursuant to the Plan and there shall be no offset against any amounts
due the Participant under the Plan on account of any remuneration attributable
to any subsequent employment that the Participant may obtain or otherwise.
Except as otherwise provided under the Plan, the amounts payable hereunder shall
not be subject to setoff, counterclaim, recoupment, defense or other right which
the Company may have against the Participant or others. In the event of the
Participant's breach of any provision under the Plan, including, without
limitation, Section 2.7, the Company shall be entitled to recover any payments
previously made to the Participant under the Plan to the maximum extent
permitted by law.

         2.6 RELEASE REQUIRED. Any amounts payable pursuant to the Plan shall
only be payable if the Participant delivers to the Company a release of all
claims of any kind whatsoever in such form and substance reasonably satisfactory
to the Company and all periods of revocation have expired.

         2.7 RESTRICTIVE COVENANTS. As a condition to the receipt of the
Retention Bonus by the Participant, the Participant covenants as follows:

                  (a) Except as provided below, for a period commencing on the
         Effective Date and ending six months after a Participant's Termination
         of Employment (the "Restricted Period"), a Participant shall not,
         without the prior written consent of the Chief Executive Officer of the
         Company, either directly, indirectly, separately or in association with
         others:

                           (i) engage in the operation of or have any financial
                  interest in (whether as an officer, employee, partner, owner,
                  lender, shareholder, operator, consultant or otherwise) any
                  Person, firm, corporation or business that itself engages in,
                  or through an Affiliate engages in, a Competing Business;

                           (ii) employ, attempt to employ, or cause or encourage
                  others to employ or interfere, or otherwise interfere or
                  attempt to interfere, with the employment, contractual or
                  other business relationships between the Company, on the one
                  hand, and any of its officers, managers, partners, directors,
                  employees,



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                  consultants, customers, providers, payors, suppliers or
                  agents, on the other hand for the purpose of engaging in a
                  Competing Business; or

                           (iii) directly or indirectly advise or encourage any
                  director, officer, manager, employee, agent, provider, payor,
                  consultant or representative or client of, or vendor or
                  supplier to the Company to terminate his, her or its
                  relationship with the Company or to reduce the amount of
                  business it does with the Company.

         provided; however, that nothing in the Plan shall prohibit a
         Participant from owning one percent or less of the issued and
         outstanding securities of a company which is engaged in a Competing
         Business whose securities are listed on a national securities exchange
         or listed on the Nasdaq Stock Market.

                  (b) During the Restricted Period, a Participant shall not,
         directly or indirectly, use for his or her own purpose or for the
         benefit of any individual or entity other than any member of the
         Company Group, nor otherwise disclose to any individual or entity, any
         Proprietary Information, unless such disclosure has been specifically
         authorized in writing by an officer of the Company or is required by
         law. For purposes of the Plan, the term "Proprietary Information"
         includes, but is not limited to: (i) all ideas, inventions, know-how,
         technology, formulas, designs, software, programs, algorithms,
         products, systems, applications, processes, procedures, methods and
         improvements and enhancements, and all related documentation, whether
         or not patentable, copyrightable or entitled to other forms of
         protection, utilized by any member of the Company Group or which are,
         directly or indirectly, related to the business, products or services,
         or proposed business, products or services, of any member of the
         Company Group; (ii) the name and/or address of any customer or vendor
         of any member of the Company Group or any information concerning the
         transactions or relations of any customer or vendor of any member of
         the Company Group with any member of the Company Group, their
         Affiliates or any of their stockholders, members, principals,
         directors, officers, employees or agents; (iii) any financial
         information relating to any member of the Company Group and their
         respective businesses, including, without limitation, information
         relating to pricing or marketing methods, sales margins, cost or source
         of materials, supplies or goods, capital structure, operating results
         or borrowing arrangements; (iv) any information which is generally
         regarded as confidential or proprietary in any line of business engaged
         in by any member of the Company Group; (v) any business plans, budgets,
         advertising or marketing plans; (vi) any information contained in any
         of the written or oral policies and procedures or manuals of any member
         of the Company Group; (vii) any information belonging to customers,
         vendors or Affiliates of any member of the Company Group or any other
         individual or entity which any member of the Company Group has agreed
         to hold in confidence; and (viii) all written, graphic and other
         material (in any medium whether in writing, on magnetic tape or in
         electronic or other form) relating to any of the foregoing. Information
         that is not novel or is not copyrighted, trademarked or patented, or
         eligible for such or any other protection, may nonetheless be
         proprietary information. The term "Proprietary Information" shall not
         include: (i) information generally available to and known by the public
         or (ii) information that is or becomes available to a Participant on a
         non-confidential basis from a source other than any member of the
         Company Group or any of their members, managers, stockholders,
         directors, officers,



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         employees or agents and the disclosure of which was not a breach of any
         obligation of confidentiality.

                  (c) During the Restricted Period, a Participant shall not,
         except as required by law or as is necessary for the performance of a
         Participant's duties as an employee, and only upon prior written notice
         thereof to the Company, directly or indirectly, publish, make known or
         in any manner disclose any Confidential Records to, or permit any
         inspection or copying of Confidential Records by, any individual or
         entity. Following a Participant's Termination of Employment or upon
         request by the Company, a Participant shall not retain, and will
         deliver promptly to the Company, all copies of any Confidential
         Records. For purposes of the Plan, the term "Confidential Records"
         means, without limitation, all correspondence, memoranda, files,
         manuals, books, lists, financial, operating or marketing records and
         customer and vendor records relating to or containing any proprietary
         information (in any medium whether in writing, on magnetic tape or in
         electronic or other form) or equipment of any kind which may be in a
         Participant's possession or under a Participant's control or accessible
         to a Participant. All Confidential Records shall be and remain the sole
         and exclusive property of the Company.

         2.8 INJUNCTIVE RELIEF. As a condition of the receipt of the Retention
Bonus, it is further expressly agreed that the Company will or would suffer
irreparable injury if the Participant were to violate any of the covenants set
forth in Section 2.7 and that the Company would by reason of any such violation
be entitled to injunctive relief in a court of appropriate jurisdiction and the
Participant further consents and stipulates to the entry of such injunctive
relief in such court prohibiting him or her from violating any of the covenants
set forth in Section 2.7.

         2.9 SURVIVAL OF PROVISIONS. The obligations contained in Section 2.7
will survive the termination of the Participant's employment with the Company
and will be fully enforceable thereafter. If it is determined by a court of
competent jurisdiction in any state that any restriction in these restrictive
covenants is excessive in duration or scope or extends for too long a period of
time or over too great a range of activities or in too broad a geographic area
or is unreasonable or unenforceable under the laws of that state, it is the
intention of the parties that such restriction may be modified or amended by the
court to render it enforceable to the maximum extent permitted by the law of
that state or jurisdiction.

                                  ARTICLE III.
                                     FUNDING

         The Plan shall be funded out of the general assets of the Company as
and when benefits are payable under the Plan. All Participants shall be solely
unsecured creditors of the Company and, if a bankruptcy proceeding of the
Company is pending, the Participants shall be solely unsecured creditors of the
Company with administrative priority. If the Company decides in its sole
discretion to establish any advance accrued reserve on its books against the
future expense of benefits payable hereunder, or if the Company decides in its
sole discretion to fund a trust under the Plan, such reserve or trust shall not
under any circumstances be deemed to be an asset of the Plan.



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                                   ARTICLE IV.
                            AMENDMENT AND TERMINATION

         4.1 The Board may, at any time, amend or terminate the Plan; provided,
however, that no amendment or termination of the Plan may adversely impair the
rights of any Participant, unless mutually agreed otherwise between the
Participant and the Company, which agreement must be in writing and signed by
the Participant and the Company.

         4.2 The Plan shall automatically terminate upon the completion of all
payments payable under the terms of the Plan.

                                   ARTICLE V.
                                   SUCCESSORS

         For purposes of the Plan, the Company shall include any and all
successors and assignees, whether direct or indirect, by purchase, merger,
consolidation or otherwise, to all or substantially all the business or assets
of the Company and such successors and assignees shall perform the Company's
obligations under the Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place. In such event, the term "Company", as used in the Plan, shall mean
the Company, as hereinbefore defined and any successor or assignee to the
business or assets which by reason hereof becomes bound by the terms and
provisions of the Plan.

                                   ARTICLE VI.
                                  MISCELLANEOUS

         6.1 RIGHTS OF PARTICIPANTS. Nothing herein contained shall be held or
construed to create any liability or obligation upon the Company to retain any
Participant in its service. All Participants shall remain subject to discharge
or discipline to the same extent as if the Plan had not been put into effect.

         6.2 GOVERNING LAW. To the extent not governed by the Code, the Plan
shall be governed by the laws of the State of New Jersey (without reference to
rules relating to conflicts of law).

         6.3 WITHHOLDING. The Company shall have the right to make such
provisions as it deems necessary or appropriate to satisfy any obligations it
may have to withhold federal, state or local income or other taxes incurred by
reason of payments pursuant to the Plan.

         6.4 SEVERABILITY. In case any provision of the Plan be deemed or held
to be unlawful or invalid for any reason, such fact shall not adversely affect
the other provisions of the Plan unless such determination shall render
impossible or impracticable the functioning of the Plan, and in such case, an
appropriate provision or provisions shall be adopted so that the Plan may
continue to function properly.



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         6.5 ASSIGNMENT AND ALIENATION. The benefits payable to the Participant
under the Plan shall not be subject to alienation, transfer, assignment,
garnishment, execution or levy of any kind and any attempt to cause any benefits
to be so subjected shall not be recognized.

         6.6 COMMUNICATIONS. All announcements, notices and other communications
regarding the Plan will be made by the Company in writing.

         6.7 SECTION 409A OF THE CODE. To the extent applicable, payments under
the Plan shall be structured in a manner to avoid triggering adverse tax
consequences to a Participant under Section 409A of the Code. Notwithstanding
anything herein to the contrary, the Company may amend the Plan at any time
retroactively or otherwise to avoid triggering adverse tax consequences to a
Participant under Section 409A of the Code and any provision in the Plan that is
inconsistent with Section 409A of the Code (and the regulations or other
guidance thereunder) shall be deemed to be amended to comply with Section 409A
(and the regulations or other guidance thereunder); provided, however, that to
the extent any provision cannot be amended to comply with Section 409A of the
Code, such provision shall be null and void.

         6.8 ENTIRE AGREEMENT. The Plan sets forth the entire understanding of
the Company with respect to the subject matter hereof and supersedes all
existing retention plans, agreements and understandings (whether oral or
written) between the Company and the Participants with respect to the subject
matter herein.



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