=====================================================================

                                  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) December 1, 2004
                                                         ----------------

                            -----------------------
                               CAREADVANTAGE, INC.
               (Exact name of Registrant as specified in charter)

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

                               485-C Route 1 South
                            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:

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

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

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

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

      =====================================================================





Item 1.01  Entry into a Material Definitive Agreement

     On December 1, 2004,  CareAdvantage,  Inc. (the  "Company")  entered into a
Services and License Agreement  ("Agreement") with Kaiser Foundation Health Plan
of the Northwest ("Kaiser"), effective as of January 1, 2005.

     Under the Agreement, the Company has granted a license to Kaiser to use the
Company's  web-based  RPNavigator Secure Information Portal (the "Portal"),  and
Kaiser has  engaged  the  Company to perform  certain  consulting  services  for
Kaiser.

     The initial term of the Agreement  begins on January 1, 2005 and expires on
December 31, 2006. The Agreement  automatically  renews for successive  one-year
terms unless either party provides the other with written notice of termination.

     Until January 1, 2005, the parties are operating under a service  agreement
dated as of February 9, 2004. On January 1, 2005,  the  Agreement  replaces this
prior agreement in its entirety.









                                   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.

                                                       /s/Dennis J. Mouras
Date: December 6, 2004                            By:  ______________________
                                                       Dennis J. Mouras,
                                                       Chief Executive Officer