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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    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 10, 2005
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                               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))

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Item 1.01  Entry into a Material Definitive Agreement

     On January 10,  2005,  CareAdvantage,  Health  Systems,  Inc.  ("CAHS"),  a
subsidiary  of  CareAdvantage,  Inc. (the  "Registrant"),  entered into a Second
Amendment  to  Lease  Agreement   ("Lease   Amendment")   with  Corporate  Plaza
Associates, L.L.C. ("Landlord").

     Commencing  January 1, 2005, the Lease Amendment  amends the original lease
agreement  dated April 14, 1995 between CAHS and the  Landlord's  predecessor in
interest, as modified by the Lease Extension and Modification Agreement to Lease
dated  October  31,  2000  (collectively  the  "Lease"),   to  provide  for  the
conditional  reduction  in base  rent and the  conditional  waiver  of  electric
charges,  expense  escalation  and real estate tax escalation  payments,  and to
provide  the  Landlord  with the  option to  recapture  up to 50% of the  leased
premises. The expiration date of the Lease, March 31, 2011, remains unchanged by
the Lease Amendment.

     The  Registrant  executed  the Lease  Amendment  to guaranty  the terms and
conditions of the Lease  Amendment and to ratify and confirm its  obligations to
guaranty the terms of the Lease.

     A copy of the Lease Amendment is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

         (c) Exhibits.

             Exhibit No.  Description
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             10.1         Second   Amendment   to   Lease   Agreement    between
                          CareAdvantage Health Systems, Inc. and Corporate Plaza
                          Associates, L.L.C.



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                                   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 11, 2005                      By:/s/ Dennis J. Mouras
                                                  ------------------------------
                                                  Dennis J. Mouras,
                                                  Chief Executive Officer




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                                  EXHIBIT INDEX

Exhibit No.    Description
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10.1           Second Amendment to Lease Agreement between  CareAdvantage Health
               Systems, Inc. and Corporate Plaza Associates, L.L.C.