Satisfaction of Debt Agreement

 HORIZON BLUE CROSS BLUE SHIELD OF NEW JERSEY
                     HORIZON HEALTHCARE OF NEW JERSEY, INC.
                              Three Penn Plaza East
                            Newark, New Jersey 07105

                                 March 26, 2001

CareAdvantage, Inc.
Metropolitan Corporate Plaza
485-C Route 1 South
Iselin, New Jersey  08830

CW Ventures II, L.P.
1041 Third Avenue
New York, New York 10021

                                    Re: Satisfaction of Debt Agreement

Ladies and Gentlemen:

Reference is made to the  Satisfaction of Debt Agreement dated as of November 1,
2000 (the  "Agreement")  among  Horizon  Blue Cross Blue  Shield of New  Jersey,
Horizon  Healthcare  of New Jersey,  Inc.,  CareAdvantage,  Inc.,  CareAdvantage
Health Systems, Inc. and Contemporary HealthCare Management, Inc.

This letter will confirm our  agreement to amend the  Agreement by  substituting
the  date May 31,  2001  for the  date  March  31,  2001 in  Section  2.1 of the
Agreement.

Except as set forth in the preceding  paragraph,  the Agreement  remains in full
force and effect.

CareAdvantage, Inc.
CW Ventures II, L.P.
March 26, 2001
Page 2

Please  acknowledge  your  acceptance  of and  agreement  with the  foregoing by
signing and returning the enclosed copy of this letter.

                                        Very truly yours,

                                        HORIZON BLUE CROSS BLUE
                                        SHIELD OF NEW JERSEY

                                     By:/s/ Robert J. Pures
                                        ----------------------------------------
                                        Name:  Robert J. Pures
                                        Title: Senior Vice President, Chief
                                               Executive Officer and Treasurer

                                        HORIZON HEALTHCARE OF
                                        NEW JERSEY, INC.

                                     By:/s/ William J. Frantel
                                        ----------------------------------------
                                        Name:  William J. Frantel
                                        Title:  Treasurer

ACCEPTED AND AGREED:

CAREADVANTAGE, INC.

By:/s/ Dennis J. Mouras
   -------------------------------
   Name:  Dennis J. Mouras
   Title: Chief Executive Officer

CW VENTURES II, L.P.

By:  CW PARTNERS III, L.P., its General Partner

     By:/s/ Barry Weinberg
        ------------------------------
        Name:  Barry Weinberg
        Title:    General Partner 

Basic Info X:

Name: Satisfaction of Debt Agreement
Type: Satisfaction of Debt Agreement
Date: May 15, 2001
Company: CAREADVANTAGE INC
State:

Other info: