UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~January~~August 1830, 2010

CAREADVANTAGE, INC.

(Exact name of Registrant as specified in charter)

Delaware	0-26168	022-~~26168~~3326528	~~52-1849794~~
(State or other jurisdiction	(Commission	(~~Commission~~I.R.S. Employer	~~(I.R.S. Employer~~
of incorporation)	file number)	~~file~~Identification ~~number~~No.)	~~Identification No.)~~

485-CA Route 1 South

Suite 200

Iselin, New Jersey 08830

(732) 362-5000

(Address, including zip code and telephone number, including area code, of

Registrant’s principal executive offices)

Not Applicable

(Former name or former address of Registrant, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0102 ~~Entry~~Termination ~~Into~~of a Material Definitive Agreement.

On ~~January~~August 1830, 2010, CareAdvantage, Inc. (the “Company”) received ~~delivery~~a ofletter andated ~~executed~~August ~~new Office Lease with its landlord~~30, ~~SMII Woodbridge Plaza~~2010, ~~LLC,~~from ~~for~~Blue ~~6,189~~Cross ~~square feet of space in Building A at Woodbridge Corporate Plaza, 485 Route One South, Iselin, New Jersey, the same office park in which it,~~ and ~~its wholly owned subsidiaries, presently~~ ~~maintain~~Blue ~~their~~Shield ~~offices~~of inTexas ~~Building C. The new lease~~ (“~~New Lease~~BCBSTX”) ~~is made~~stating asthat of“In ~~December~~accordance ~~28,~~with ~~2009~~Section ~~and its term commences on April 1~~5.2.2, ~~2010. The~~“Termination ~~New~~Without ~~lease~~Cause,” ~~has a term~~ of ~~seventy-six~~the ~~months~~Service and aLicense ~~monthly~~Agreement between ~~base~~CareAdvantage, ~~rent~~Inc. ~~for~~. ~~lease~~. ~~months 1 to 12 of $22,512~~.~~49,~~ and ~~for~~Blue ~~lease~~Cross ~~months~~and 13Blue toShield 76 of ~~$14~~Texas,~~441.00. In~~ ~~addition~~a todivision ~~the base rent, the Company is obligated~~of toHealth ~~pay~~Care ~~separately~~Service ~~metered electric charges~~Corporation, ~~and commencing January 1, 2011,~~ a ~~ratable~~ ~~portion~~Mutual ofLegal ~~increases~~Reserve ~~from~~Company ~~2010 in real estate taxes, operating expenses and certain utility charges~~. ~~The~~ ~~New Lease provides the Company a credit of $10,057~~.13 ~~against the monthly base rent for lease months 1, 2, 7 and 14~~. In ~~addition, the New Lease provides the Company an additional~~effective ~~credit~~August ~~of $8~~15,~~379.67~~ ~~per~~2003 ~~month during~~ (the ~~twelve month period commencing April 1~~“Agreement”), ~~2010. The~~ ~~New~~this ~~Lease~~letter ~~does~~serves ~~not~~as ~~initially~~ninety ~~provide~~(90) ~~for~~days ~~a security~~prior ~~deposit;~~written ~~however,~~notice ~~the~~of ~~Company~~BCBSTX’s isintent ~~required~~ to ~~deliver~~terminate to the ~~landlord~~Agreement noeffective ~~later~~November ~~than January 15~~30, ~~2011, the sum of $10,000 to be held as a security deposit~~2010. ~~Finally, the landlord will perform, at its expense, certain work in readying the leased premises for the Company’s occupancy.~~”

~~The~~A ~~New~~copy ~~Lease~~of this letter is filed as Exhibit 10.1 and incorporated herein by reference.

InOn ~~connection~~August ~~with entering into the New Lease~~25, ~~the landlord and CareAdvantage Health Systems~~2010, ~~Inc.~~Dennis ~~(“CAHS”)~~Mouras, ~~a wholly owned subsidiary of~~ the Company,’s ~~entered~~President ~~into~~and aChief ~~Surrender~~Executive ~~Agreement~~Officer, ~~delivered~~ onmet ~~January~~with ~~18,~~three ~~2010~~officers ~~and made as~~ of Health ~~December~~Care ~~28,~~Service ~~2009~~Corporation (~~the~~ “~~Surrender Agreement~~HCSC”), ~~pursuant~~and/or toBCBSTX:, ~~which~~J. ~~the~~Darren ~~landlord has agreed to terminate CAHS’s~~Rodgers, ~~existing lease~~President, ~~which~~Texas isDivision ~~guaranteed~~and bySouthwest ~~the Company~~Region, asHCSC; ofCarolyn ~~March 31~~Dawson, ~~2010 (or the~~DSVP ~~day~~Enterprise ~~before~~Health ~~the~~Care ~~commencement~~Management, ~~date~~HCSC; ofand ~~the~~Cynthia ~~New~~A. ~~Lease~~Johnson, ifVice ~~later) (the “Surrender Date”)~~President, ~~which existing lease would have otherwise expired on March 31,~~ ~~2011. As~~Health ofCare ~~the~~Clinical ~~date the New Lease commences~~Operations, ~~$167,027.67,~~BCBSTX ~~the security deposit under the existing lease~~(collectively, ~~will be forfeited to landlord. The Company and CAHS will continue to remain liable for all of their obligations under~~ the ~~existing lease through the Surrender Date and~~“HCSC-BCBSTX ~~will continue to be responsible for the payment of all base rent and other amounts due under the existing lease through the Surrender Date~~Officers”).

~~Pursuant~~At tothis meeting the ~~Surrender~~HCSC-BCBSTX Officers ~~Agreement~~advised Mr. Mouras that, in the interests of providing consistency ~~(i)~~across ~~CAHS~~its ~~releases~~business ~~the~~units, ~~landlord~~HCSC ~~from~~determined ~~all~~that ~~claims~~beginning ~~arising~~in ~~out~~2011 BCBSTX, one of four Blue Cross and Blue Shield plans it owns (the ~~existing~~others are Blue Cross Blue ~~lease~~Shield of Illinois, Blue Cross Blue Shield of Oklahoma and ~~(ii~~Blue Cross Blue Shield of New Mexico), ~~upon~~would ~~CAHS’s~~no ~~delivery~~longer use RPNavigator as a tool to manage the health care of its plan participants; instead, it would commence using the ~~premises~~same tool toused by the ~~landlord~~other inthree Blue Cross and Blue Shield ~~accordance~~organizations. Nevertheless, because of BCBSTX’s favorable experiences with RPNavigator, the ~~Surrender~~HCSC-BCBSTX ~~Agreement~~Officers indicated to Mr. Mouras that BCBSTX desires to continue to be able to receive ad hoc reports generated by RPNavigator and to maintain a positive relationship with the Company. Further, the HCSC-BCBSTX Officers and ~~CAHS~~Mr. Mouras discussed in general terms potential uses of RPNavigator for purposes other than health care management, including its potential use (a) in managing BCBSTX’s ~~timely~~provider networks, ~~payment~~(b) in analyzing and presenting its data as a result of ~~rent~~certain Texas regulatory developments, and (c) in measuring the effectiveness of its disease ~~other~~management ~~expenses~~programs. The ~~owed~~HCSC-BCBSTX Officers invited Mr. Mouras to submit ~~the~~to ~~Landlord~~them ~~under~~a proposal for such other purposes, and the ~~existing~~Company ~~lease~~is ~~through~~in the ~~Surrender~~process ~~Date,~~of preparing this proposal which it anticipates delivering to the HCSC-BCBSTX ~~landlord releases~~Officers ~~CAHS~~in ofSeptember ~~all~~2010. BCBSTX ~~claims~~did ~~arising~~not ~~out~~provide the Company with any notice of ~~the~~termination ~~existing~~at ~~lease~~the meeting.

~~The~~As ~~Surrender~~a ~~Agreement~~result isof ~~filed~~this meeting, the Company expects to retain BCBSTX as a customer; however, at this time it is ~~Exhibit~~impossible 10to state with any certainty the scope of services that the Company may provide, the revenues that it will receive for such services, and the costs of providing such services.2 Unless and ~~incorporated~~until ~~herein~~the byCompany ~~reference~~and BCBSTX reach an agreement regarding their future relationship, there is no assurance that the Company will in fact retain BCBSTX as a customer.

~~Item 1.02 Termination of a Material Definitive Agreement~~2

The disclosures under Item 1.01 are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
10.1		~~Office~~Letter ~~Lease~~dated ~~Between~~August ~~SMIII Woodbridge Plaza~~30, ~~LLC and CareAdvantage~~2010, ~~Inc.,~~from ~~delivered~~Blue onCross ~~January 18, 2010~~ and ~~made~~Blue asShield of ~~December 28, 2009~~Texas.
10.2		Surrender Agreement between SMIII Woodbridge Plaza, LLC and CareAdvantage Health Systems, Inc., delivered on January 18, 2010 and made as of December 28, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAREADVANTAGE, INC.
Date: January 19, 2010	By:	/s/ Dennis J. Mouras
Date: September 3, 2010	By:	/s/ Dennis J. Mouras
		Dennis J. Mouras,
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		~~Office~~Letter ~~Lease~~dated ~~Between~~August ~~SMIII Woodbridge Plaza~~30, ~~LLC and CareAdvantage~~2010, ~~Inc.,~~from ~~delivered~~Blue onCross ~~January 18, 2010~~ and ~~made~~Blue asShield of ~~December 28, 2009~~Texas.
10.2		Surrender Agreement between SMIII Woodbridge Plaza, LLC and CareAdvantage Health Systems, Inc., delivered on January 18, 2010 and made as of December 28, 2009.

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