EXHIBIT
      10.54

     

    
      AMENDMENT
        TO
        SERVICES AND
        LICENSE
        AGREEMENT

       

    

    

      AMENDMENT
        TO
        SERVICES AND
        LICENSE
        AGREEMENT made
        as
        of the 1st day of June 2006 (“Effective Date of Amendment”), by CareAdvantage,
        Inc. (“CareAdvantage” or “CAI”), a Delaware corporation with its principal place
        of business at 485-C Route One South, Iselin, New Jersey 08830, and Blue
        Cross
        and Blue Shield of Texas, a division of the Health Care Service Corporation
        (“BCBSTX”), with its principal place of business at 901 S. Central Expressway,
        Richardson, Texas 75030.

    

    

      WHEREAS, BCBSTX
        and CareAdvantage have entered into a Services and License Agreement as of
        August 18, 2003 (the “Agreement”), which Agreement has from time-to-time been
        modified to provide for Additional Services;

    

    

      WHEREAS, the
        parties desire to further amend the Agreement to provide for bi-monthly updates
        of paid claims data, to clarify Portal availability, to provide for performance
        guarantees, to provide for certain reports and the processing of data from
        certain PBMs and to extend the term of the Agreement;

    

    


    
      WHEREAS, the
        parties also desire to amend the compensation payable under the Agreement;
        

    

    

      NOW,
        THEREFORE, in
        consideration of the premises the parties agree as follows:

    

    


    1. Bi-Monthly
      Processing of Paid Claims Data.
      Commencing as of the Effective Date of the Amendment, Attachment 1.2 of the
      Agreement is amended in its entirety as provided in Attachment 1.2 attached
      hereto.

    


    2. Portal
      Availability.
      Commencing as of the Effective Date of the Amendment: 

    


    a. Section
      2.7 of the Agreement is amended by adding to the heading, immediately prior
      to
      the period, the following: “;
      Portal Access and Performance Guarantee”;
      

    


    b. The
      existing text of Section 2.7 (exclusive of the heading) is re-designated 2.7.1,
      and immediately thereafter there is added new Sections 2.7.2 and 2.7.3 as
      follows:

    


    2.7.2
       
      CareAdvantage will use commercially reasonable efforts to ensure that the Portal
      is accessible for a minimum of 99% of scheduled uptime (the “Portal Service
      Levels”). Scheduled uptime shall consist of 9:00 a.m. to 9:00 p.m. Eastern Time,
      Monday through Friday. Access to the Portal generally will be available at
      times
      other than scheduled uptime, except when CareAdvantage is conducting
      maintenance, but CareAdvantage cannot guarantee the extent to which the Portal
      will be accessible at these other times. CareAdvantage will notify BCBSTX at
      least five (5) days in advance of any maintenance that may be required during
      scheduled uptime; provided, however, total down time for maintenance or other
      reasons shall not exceed 1% of scheduled uptime. BCBSTX acknowledges and agrees
      that access to the Internet is subject to unexpected outages due to equipment
      failure that can occur through a variety of external causes, and which may
      have
      an affect on CareAdvantage’s ability to satisfy the Portal Service Levels.
      BCBSTX agrees that CareAdvantage is not responsible for any unexpected outages
      of the Portal caused by external circumstances beyond CareAdvantage’s control.
      BCBSTX may contact CareAdvantage to report problems with Portal access anytime
      twenty-four hours a day. CareAdvantage will use all commercially reasonable
      efforts in restoring unscheduled outages of the Portal whenever they occur.
      If
      the Portal Service Levels fall below 99% of
      scheduled uptime in one or more monthly periods, CareAdvantage will (i) use
      all
      reasonable efforts to diagnose the problem(s) causing the excessive downtime,
      as
      required, and (2) prepare and implement a remediation plan to resolve the
      issues. If, notwithstanding CareAdvantage’s remediation efforts, Portal Service
      Levels continue below 99% for a period of ninety (90) days or more, BCBSTX
      may
      terminate the Agreement for cause, providing no further cure period, and pursue
      all of its available remedies at law and equity.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.7.3  In
      the
      event that for any month the Portal Service Level is less than 99%, then during
      the remainder of the term of this Agreement, if for any subsequent month the
      Portal Service Level is again below 99%, the compensation payable pursuant
      to
      Section 4.1 for such subsequent month shall be reduced as follows:

     

    
      	 less than 99% but at least
              96%	
               2

            	%
	 less than 96% but at least
              90%	
               5

            	%
	 less than 90% but at least
              80%	
               10

            	%
	 less than 80% but at least
              70%	
               25

            	%
	 less than 70% 	
               100

            	%


    

     

    CareAdvantage
      will monitor continuously during scheduled uptime network server availability
      as
      well as Portal Application availability. Monitoring Portal Application
      availability encompasses testing the Portal for login success and a sample
      data
      query for backend database availability. CareAdvantage will maintain data logs
      and will upon BCBSTX’s request provide it reports as to server availability and
      Portal Application availability. In computing the Portal Service Level for
      any
      month, such data logs shall be conclusive as to the extent of network server
      availability and Portal Application availability. No reduction in compensation
      shall be made to the extent the Portal Service Level was affected by matters
      beyond CareAdvantage’s control as provided by Section 8.10. 

    


    3. Term.
      Commencing as of the Effective Date of the Amendment, Section 5.1 is amended
      by
      substituting “May 31, 2009” for “the third anniversary of the Effective
      Date.”

    


    4. Compensation.
      Commencing
      as of the Effective Date of the Amendment: 

    


    a. Section
      4.1 of the Agreement is amended in its entirety as follows:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.1. Generally.
      BCBSTX
      shall pay CareAdvantage for the services and license provided under this
      Agreement, as amended, $* PMPM for each member in the Covered Population;
      provided, however, that in the event BCBSTX, in accordance with Attachment
      1.2,
      provides CareAdvantage with Incremental claims data, then in lieu of the
      foregoing the fee shall be $* PMPM for each member in the Covered Population.
      Notwithstanding the foregoing, because BCBSTX intends to provide Incremental
      claims data commencing August 2006, the parties have agreed that the payments
      due June 1, July 1 and August 1, 2006, shall be computed at the Incremental
      claims data rate of $* PMPM; provided, however, that in the event BCBSTX fails
      to provide CareAdvantage with Incremental claims data for August 2006, then
      the
      amounts due for June, July and August 2006 shall be retroactively adjusted
      to
      the $* PMPM rate, and the resulting amount owing shall be paid with the amount
      otherwise due on September 1, 2006. During the term of this Agreement,
      compensation shall be payable without invoice monthly commencing on the 1st
      day
      of June 2006, and on the 1st
      day of
      each subsequent month; payment for the month commencing June 1, 2006, shall
      be
      $* (which assumes * members). Payments made pursuant to the foregoing sentence
      shall be reconciled to the BCBSTX Data that BCBSTX makes available to
      CareAdvantage pursuant to Attachment 1.2, and CareAdvantage shall pay any
      reconciling adjustment to BCBSTX within thirty (30) days of its making a
      determination that such adjustment is owing, and BCBSTX shall pay any
      reconciling adjustment to CareAdvantage within thirty (30) days of
      CareAdvantage’s notifying it in writing that such adjustment is owing.


    


    b. Section
      4.4.1 is amended in its entirety as follows:

    


    4.4.1. On
      Account of Changes in BCBSTX Covered Population. CareAdvantage’s
      compensation under Section 4.1 has been determined by assuming that the Covered
      Population contains at least 2,500,000 members but not more than 3,500,000
      members. If the number of members in the Covered population falls below
      2,500,000 members or increases beyond 3,500,000 members, then in lieu of the
      amounts provided by Section 4.1, the rate shall be determined in accordance
      with
      Attachment 4.4.1.

    


    c. Section
      4.4.2 is amended by inserting “of the Amendment” immediately after “Effective
      Date”.

    


    d. Attachment
      4.2 is amended in its entirety as attached hereto.

    


    e. Attachment
      4.4.1 is amended in its entirety as attached hereto.

    


    5. Except
      to
      the extent set forth herein, the Agreement, as amended, shall remain in full
      force and effect.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    This
      Amendment may be executed in several counterparts, each of which is an original
      but all of which shall constitute one and the same instrument.

    


    In
WITNESS
      WHEREOF, the
      parties have executed this Amendment as of the date set forth
      above.

    


    
      	 

              CAREADVANTAGE,
                INC.

            	 	
              
                BLUE
                  CROSS AND
                  BLUE
                  SHIELD OF
                  TEXAS,

                A
                  DIVISION OF
                  HEALTH
                  CARE
                  SERVICE
                  CORPORATION

              

            
	 	 	 
	 	 	 
	BY:
              /s/
              Dennis J. Mouras	 	BY:
              /s/
              Carolyn Dawson
	
              TITLE:
                CEO

            	 	TITLE:
              Vice
              president, UMPS 


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      1.2

    


    RECURRING
      SERVICES

    


    


    Generally

    


    During
      the term of this Agreement, no later than the 15th day of June, August, October,
      December, February, and April, BCBSTX will provide CareAdvantage with
“Incremental” or “Non-Incremental” claims data in accordance with the Claims
      Data Specifications set forth in Attachment 1.2.1 for all claims in the Covered
      Population. “Incremental” data are data for the Covered Population that includes
      only data from the time that BCBSTX last provided CareAdvantage with its data;
      “Non-Incremental” data are data for the Covered Population that are not
      Incremental data. Upon CareAdvantage’s receipt of this data, CareAdvantage
      will:

    


    
      	·  	
              Load
                data into data processing
                environment

            


    

    
      	·  	
              Conduct
                technical and initial clinical review of data (review for
                completeness)

            


    

    
      	·  	
              Run
                data through conversion program 

            


    

    
      	·  	
              Validate
                data conversion

            


    

    
      	·  	
              Prepare\run
                data files though CRG algorithms

            


    

    
      	·  	
              Validate
                CRG assignments (validity check)

            


    

    
      	·  	
              Program
                reports to generate analyses with updated data
                elements

            


    

    
      	·  	
              Review
                RPNavigator analyses results 

            


    

    
      	·  	
              Move
                into production environment

            


    

    
      	·  	
              Deliver
                observations summary report (which would address significant changes
                from
                previous periods)

            


    

    


    CareAdvantage
      will conduct at least one day of on-site consulting two times per year,
      including data analytical and operational integration reviews.

    


    During
      the term of this Agreement, CareAdvantage will maintain telephone support for
      technical and clinical inquiries 9:00 a.m. through 9:00 p.m., Eastern Time,
      Monday through Friday. 

    


    PBM
      Data

    


    BCBSTX
      may include in the BCBSTX Data data from the following four external PBMs:
      Merck-Medco, Express Scripts, PharmaCare and CareMark, and at BCBSTX’s option by
      notifying CareAdvantage, Scriptcare and Rxedo, two additional external PBMs.
      BCBSTX shall deliver data from such external PBMs in the form specified at
      Attachment 1.2.1 at the same time it delivers the remaining BCBSTX Data. At
      the
      election of BCBSTX, in connection with any bi-monthly processing of BCBSTX
      data,
      CareAdvantage shall perform the data cleansing and formatting responsibilities
      regarding data from such external PBMs; in such case, BCBSTX shall pay
      CareAdvantage the sum of $* for each bi-monthly data cleansing and formatting
      provided by CareAdvantage. In addition, for implementation services regarding
      CareMark, BCBSTX shall make a one-time payment to CareAdvantage of $*within
      30
      days of the execution of this Amendment; and in the event BCBSTX opts to include
      data from Scriptcare and/or Rxedo, BCBSTX shall make a one-time payment to
      CareAdvantage of $* for each such additional PBM within 30 days of the date
      it
      notifies CareAdvantage of its intention to include data from such PBM.


    


    Reports

    


    At
      the
      request of BCBSTX, CareAdvantage will provide BCBSTX with up to fifteen (15)
      custom reports for the Covered Population each twelve-month period commencing
      on
      the Effective Date of Amendment. 

    


    BCBSTX
      shall pay CareAdvantage for the services regarding the custom reports in
      accordance with Attachment 4.2. 

    


    *  *  *

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (CareAdvantage
      will provide its services in accordance with the Cycle Time Schedule set forth
      in Attachment 1.2.2. Except as contemplated by the Claims Data Specifications
      set forth in Attachment 1.2.1, the Cycle Time Schedule assumes (a) that there
      has been no change in BCBSTX’s claims system(s) and business rules from those
      provided by BCBSTX to CareAdvantage on or before August 18, 2003, and (b) that
      there has been no change in the claims system(s) and business rules of the
      four
      external PBMs specified in this Attachment subsequent to CareAdvantage’s set-up
      to receive data from such PBMs. In the event of any such change, that schedule
      is subject to adjustment, and any additional services required by CareAdvantage
      on account of such changes will be billed in accordance with Attachment
      4.2.)

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      1.2.1

    


    CLAIMS
      DATA SPECIFICATIONS

     

    *
      The
      Claims Data Specifications have been deleted in their entirety

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    ATTACHMENT
      1.2.2

    


    CYCLE
      TIME SCHEDULE

    


    


    
      	
              FILE
                TYPE/ PROCESS STEP

            	 	
              STANDARD

              CYCLE
                TIME

              BUSINESS
                DAYS

            	 	
              DEPENDENCIES

              &
                NON STANDARD ISSUES

            	 	
              BCBSTX

              CYCLE
                TIME

              BUSINESS
                DAYS

            
	
              LOAD
                DATA EXTRACT

            	 	
              1
                Day

            	 	
              Upon
                receipt of files from BCBSTX in accordance with BCBSTX’s schedule to send
                data to CAI, as specified in Attachment 1.2, Recurring
                Services.

               

              If
                all data files are not received on the same day, the process is delayed
                until all data is received. >

            	 	
               

               

               

               

              Add
                3-5 Days

            
	 	 	 	 	 	 	 
	
              ASSESS
                DATA EXTRACT 

            	 	
              2
                Days

            	 	
              <
                Complete/valid data received 

              Note
                missing files/data elements; advise client, delay start until data
                rec’d
                

              If
                any issues >

            	 	
               

               

              Add
                2-3 Days 

            
	 	 	 	 	 	 	 
	
              MEMBERSHIP
                

            	 	
              2
                Days

            	 	
              Prepare
                Membership Files before
                processing
                Eligibility/Claims

              If
                any issues >

            	 	
              Add
                2-3 Days 

            
	 	 	 	 	 	 	 
	
              ELIGIBILITY

            	 	
              2
                Days (simultaneous)

              not
                counted in Total

            	 	
              Process
                Eligibility simultaneous
                w/Claims 

              If
                any issues >

            	 	
              Add
                2-3 Days

            
	 	 	 	 	 	 	 
	
              PHARMACY
                CLAIMS

            	 	 	 	 	 	 
	
              -
                INTERNAL

            	 	
              5
                Days

            	 	
              <
                Prep Internal Rx Files 

            	 	 
	
              -
                EXTERNAL

            	 	 	 	
              Prep
                External Rx Files >

               

               

               

               

            	 	
              Add
                6-10 Days

              #
                of days depends on: -# of external files

              -if
                new PBM or update of prior external PBM 

              -#
                of crosswalks

            
	 	 	 	 	
              All
                Rx Claims must be prepped and internal/external combined before
                CRxG Algorithm Processing

            	 	 
	
              CRxG
                ALGORITHM

            	 	
              10
                Days (simultaneous)

              not
                counted in Total

            	 	
              Processing
                time is affected by size of membership and # Analysis
                Periods;

              simultaneous
                w/Med Claims-next

            	 	 
	 	 	 	 	 	 	 
	
              MEDICAL
                CLAIMS

            	 	 	 	 	 	 
	
              -
                INTERNAL

            	 	
              10-12
                Days

            	 	
              <
                Prep Internal Medical Files 

            	 	 
	
              -
                EXTERNAL

            	 	 	 	
              Prep
                External Medical Files >

               

            	 	
              Add
                5-6 Days 

              #
                of days depends on:

              -#
                of external files

              -if
                new or update of previous files

              -
                #
                of crosswalks

            
	 	 	 	 	
              All
                Medical Claims must be prepped and internal/external combined before
                CRG Algorithm Processing

            	 	 
	 	 	 	 	 	 	 
	
              PROVIDER

            	 	
              1
                Day (simultaneous)

              not
                counted in Total

            	 	
              Prep/process
                Files simultaneous
                w/Claims
                

            	 	 
	 	 	 	 	 	 	 
	
              CRG
                GROUPER PROCESSING 

            	 	
              3-4
                Days

            	 	
              All
                above steps must be completed before
                proceeding to remaining steps below

            	 	 
	 	 	 	 	 	 	 
	
              POST
                GROUPER PROCESSING 

            	 	
              2
                Days

            	 	 	 	 
	 	 	 	 	 	 	 
	
              TABLE/APPL
                LOADING

            	 	
              3-5
                Days

            	 	 	 	 
	 	 	 	 	 	 	 
	
              CAI
                UAT and Application Refinements 

            	 	
              3
                Days

            	 	
              UAT/Application
                refinements can take longer; when RPNavigator calculations are
                implausible, due to shortcomings in standard BCBSTX data extract,
                rework/delays occur > 

            	 	
              #
                days delay depends on significance of data issues discovered; some
                issues
                cannot be identified until data is in RPNavigator 

            
	 	 	 	 	 	 	 
	
              BCBSTX
                UAT

            	 	
              3
                Days

            	 	 	 	 
	 	 	 	 	 	 	 
	
              PRODUCTION
                LOAD/TEST

            	 	
              1
                Day

            	 	 	 	 
	 	 	 	 	 	 	 
	
              TOTALS

            	 	
              35-40
                Days

            	 	 	 	
              20-30
                Additional days

            




    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      any provision of this Attachment to the contrary, (a) in the event that BCBSTX
      fails to deliver all data files within two (2) business days of the due date,
      or
      (b) in the event that BCBSTX fails to meet more than one of the dependencies
      described above, then in lieu of the additional time for performance set forth
      above, CareAdvantage will process the BCBSTX Data to completion as soon as
      commercially possible given its contractual commitments to its other
      clients.

    


    In
      the
      event that for any scheduled data run the preceding paragraph does not apply
      to
      postpone CareAdvantage’s processing the BCBSTX Data because of BCBSTX’s timely
      and complete performance, and in the further event that CareAdvantage fails
      to
      make the newly-processed BCBSTX Data available through RPNavigator within ten
      (10) business days of the due date indicated by this Attachment, then
      CareAdvantage shall pay BCBSTX the sum of $* (which amount shall be paid by
      BCBSTX’s reducing the amount next due to be paid CareAdvantage under this
      Agreement). The foregoing sentence, however, shall not apply to the first data
      run in which BCBSTX provides Incremental claims data. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      4.2

     

    FEES
      FOR ADDITIONAL SERVICES

     

    
      	
              Consulting
                Level

            	 	
              Daily
                Rates

            
	
              Analyst

            	 	
              $      
                * 

            
	
              Consultant

            	 	
              $      
                * 

            
	
              Sr.
                Consultant

            	 	
              $      
                * 

            
	
              Manager

            	 	
              $      
                * 

            
	
              Sr.
                Manager

            	 	
              $      
                * 

            
	
              Director

            	 	
              $      
                * 

            
	
              Sr.
                Medical Director 

            	 	
              $      
                * 

            
	
              Vice
                President

            	 	
              $      
                * 

            
	
              VP,
                National Medical Director

            	 	
              $      
                *

            


    

    


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      4.4.1

    


    


    PMPM
      RATE SCHEDULE 

    FOR
      SIGNIFICANT CHANGES IN THE COVERED POPULATION

     

    
      	
              Covered
                Population

            	 	
              Incremental
                Data PMPM Fees

            	 	
              Non-Incremental
                Data PMPM Fees

            
	
               

            	 	
               

            	 	
               

            
	
              100,000-199,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              200,000-299,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              300,000-399,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              400,000-499,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              500,000-599,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              600,000-699,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              700,000-799,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              800,000-899,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              900,000-999,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              1,000,000-1,499,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              1,500,000-1,999,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              2,000,000-2,499,999

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              2,500,000-3,500,000

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              3,500,000-4,500,000

            	 	
              $     
                * 

            	 	
              $     
                * 

            
	
              >
                4,500,000

            	 	
              $     
                *

            	 	
              $     
                *

            


    

     

    
      
        
        

      

      
        11