U. S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933


                    CareDecision Corporation
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            NEVADA                            91-2105842
(STATE OR OTHER JURISDICTION OF             (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)           IDENTIFICATION NO.)

  2660 Townsgate Rd., Ste. 300, Westlake             91361
                Village, CA
 (Address of principal executive offices)         (Zip Code)


Registrant's telephone number, including    (805) 446-1973
area code:

          Employment Agreements Between The Company and
    Tom Poff, Shabnam Shahrabi, Dale Richter and Alan Binder
                  Consulting Agreements Between
  The Company and Dr. Joseph A. Wolf, Leslie-Michelle Abraham,
     Thomas Chillemi Anthony Quintiliano and Barbara Asbell.

                    (Full title of the plans)

                Corporate Agents of Nevada, Inc.
                4955 S. Durango Drive, Suite 216
                     Las Vegas, Nevada 89113
             ---------------------------------------
             (Name and address of agent for service)

                         (702) 948-7501
  -------------------------------------------------------------
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                  COPIES OF COMMUNICATIONS TO:
                      Thomas C. Cook, Esq.
             The Law Offices of Thomas C. Cook, Ltd.
                4955 S. Durango Drive, Suite 214
                    Las Vegas, Nevada  89113
                         (702) 952-8519


/1/


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

                 CALCULATION OF REGISTRATION FEE

                                        Proposed    Proposed
                                        maximum     maximum
                                        offering    aggregate
                                                                  Amount of
Title of securities   Amount to be      price       offering   registration
to be registered      registered        per unit     price          fee1

----------------------------------------------------------------------------

Common Stock, par    12,750,000 Shares   $0.06      $765,000      $195
value, $.001
per share
----------------------------------------------------------------------------

1 Estimated solely for purposes of calculating the registration
fee.  Calculated in accordance with Rule 457(c) under the
Securities Act of 1933 based upon the average of the bid and
asked price of Common Stock of CareDecision Corporation as
reported on the NASD over-the-counter bulletin board on August
13, 2003.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The Company is offering shares of its common stock to four (4)
individuals for services on the Company's behalf.  This issuance
of shares is being made pursuant to the past salary obligations
between the Company and each of the four individuals.  The
Company has equated this number of shares to the value of the
owed salary ($4,500 each) to be provided to each of the four
individuals.  The shares issued hereunder will not be subject to
any resale restrictions.  The following individuals will receive
the number of shares listed next to their names:

       Tom Poff               75,000
       Shabnam Shahrabi       75,000
       Dale Richter           75,000
       Alan Binder            75,000


The Company is offering options to purchase shares of its common
stock to five (5) individuals for consulting services on the
Company's behalf.  This registration of these options is being
made pursuant to the consulting agreements between the Company
and each of the three individuals.  The Company has equated this


/2/


number of shares to the value of the consulting services provided
or to be provided by these individuals.  The shares underlying
the options referenced herein will not be subject to any resale
restrictions.  The following individuals will receive the option
to purchase the number of shares listed next to his/her name at
the price of $0.05/share:

       Ely Mandell                 150,000
       Joseph Wolf                 950,000
       Leslie-Michelle Abraham     850,000
       Thomas Chillemi           3,000,000
       Anthony Quintiliana       2,000,000


The Company is offering shares of its common stock to two (2)
individuals for consulting services on the Company's behalf.
These issuances of shares are being made pursuant to the
consulting agreements between the Company and the individuals.
The Company has equated this number of shares to the value of the
consulting services provided or to be provided by this
individual.  The shares issued hereunder will not be subject to
any resale restrictions.  The following individual will receive
the number of shares listed next to his name:

       Anthony Quintiliana          1,500,000
       Barbara Asbell               4,000,000


                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange
Commission (the "Commission") by CareDecision Corporation, a
Nevada corporation (the "Company"), are incorporated herein by
reference:

      (a) The registrant's Articles of Incorporation filed on
          March 2, 2001 and Amended Articles of Incorporation
          filed on May 9, 2001 and August 2, 2002;
      (b) The registrant's By-Laws adopted on March 16, 2001;
      (c) All other reports of the Company filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange
          Act of 1934 since the end of the quarter ended March 31,
          2003; and
      (d) All documents subsequently filed by the registrant
          pursuant to sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act during the effectiveness of this registration
          statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not Applicable.


/3/


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

300,000 shares registered herein are being issued to employees,
in place of salary, for services provided to the Registrant.
6,950,000 shares registered herein are being registered pursuant
to options granted under consulting agreements.  5,500,000 shares
registered herein are being registered pursuant to consulting
agreement agreements.  Neither the Registrant's Accountants nor
any other experts named in the registration statement has any
equity or other interest in the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR
INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS
INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE
PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT
TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE
OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS
AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

In addition, Section 78.751 of the Nevada General Corporation
Laws provides as follows: 78.751 Indemnification of officers,
directors, employees and agents; advance of expenses.

1.  A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that,
with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2.  A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a


/4/


director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation.

  Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.

3.  To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the
board of directors by majority vote of a quorum consisting o
directors who were not parties to act, suit or proceeding; (c) If
a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of directors who were not parties to the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written
opinion; or

5.  The Articles of Incorporation, the Bylaws or an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit or
proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which corporate personnel other than the directors or officers
may be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section: (a) Does not
exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved
intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action. (b) Continues for a


/5/


person who has ceased to be a director, officer, employee or
agent and endures to the benefit of the heirs, executors and
administrators of such a person.  Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.

  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

          4.11 -.CareDecision Corporation resolution authorizing
                 the   issuance of shares to four employees: Tom
                 Poff, Shabnam Shahrabi, Dale Richter and Alan
                 Binder.
          4.12 - Consulting Agreement between CareDecision
                 Corporation and Ely Mandell.
          4.13 - Consulting Agreement (which includes the
                 options) between CareDecision Corporation and Dr.
                 Joseph A. Wolf.
          4.14 - Consulting Agreement between CareDecision
                 Corporation and Leslie Abraham.
          4.15 - Consulting Agreement between CareDecision
                 Corporation and Thomas Chillemi.
          4.16 - Consulting Agreement between CareDecision
                 Corporation and Anthony Quintiliano.
          4.17 - Consulting Agreement between CareDecision
                 Corporation and Barbara Asbell.
          5.3  - Opinion of Law Office of Thomas C. Cook, Ltd.
         23.3  - Consent of Thomas C. Cook and Associates, Ltd.
                   (included in Exhibit 5).
         23.4  - Consent of G. Brad Beckstead, CPA
         24.3  - Power of Attorney (included in signature page).


/6/


ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

(1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b)  The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than payment by
the Company of expenses paid or incurred by a director, officer
or controlling person of the Company in the successful defense of
any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.


/7/


                           SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Westlake Village, the State of California, on this 13th day of
August, 2003.

                              CareDecision Corporation


                              By:/s/ Robert Cox
                                 -------------------------------
                                 Robert Cox, President

Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated
have signed this Registration Statement:


                                                August 13, 2003
/s/ Robert Cox
-----------------------------------------------
Robert Cox
President and Director


/8/


Exhibit 4.11

              CORPORATE RESOLUTION

RESOLUTION OF the Board of Directors of CareDecision Corporation,
a Nevada corporation;

By  virtue of the consent of the entire Board of Directors  or  a
majority  of  the  Board of Directors, it was resolved  that  the
officers  of the corporation are hereby authorized on  behalf  of
the  Company to cause the company's stock Transfer Agent to issue
shares  to named individuals, in the amounts as listed  to  these
individuals   on   the  Board  Minutes  attached   hereto;   said
individuals, Alan Binder, Dale Richter, Shabnam Shahrabi and  Tom
Poff all at-will employees of the corporation.

The  officers are authorized to prepare other documents  whenever
necessary  or  proper to effectuate the same with full  power  to
appoint any attorney or attorneys with full power of substitution
therein,  and  that  any and all instruments  of  acceptance  and
transfer  and other documents in connection therewith  heretofore
signed  and  executed on behalf of the corporation in  accordance
with  the  authority  set  out  above  are  hereby  ratified  and
confirmed.

The  Company is registered or licensed and in good standing as  a
corporation under all applicable laws and regulations, foreign or
domestic, to which the corporation is subject, including any  and
all  banking  relationships or accounts to which the  corporation
has  an  interest.  The  company has all requisite  authority  to
conduct  this type of business, including the issuance,  purchase
and  sale  of securities, under the laws to which the corporation
is subject.

Certificate:

I hereby certify that the foregoing is a true and correct copy of
a Resolution duly passed by consent of the entire Board of
Directors or a majority of the Board of Directors of CareDecision
Corporation, a Nevada corporation, and that the said Resolution
is now in full force and effect. I further certify that the
following is a list all Directors, officers and employees of the
Company authorized by this Resolution.

Robert Cox, President, CEO and Director
Alan Binder, Employee
Keith Berman, Secretary, CFO and Director
Dale Richter, Employee
William Lyons, Director
Shabman Shahrabi, Employee
Robert Jagunich, Director
Tom Poff, Employee




WITNESS my hand on this 12th day of August, 2003

/s/ Keith Berman
_____________________________
Keith Berman
Secretary


/9/


Exhibit 4.12
                      CONSULTING AGREEMENT

     This Consulting Agreement ("Agreement") is entered into as
of this 5th day of August 2003 between Ely Mandell ("Consultant")
and CareDecision Corp. a Nevada Corporation ("Client") on the
following terms and conditions:

     1.  Engagement of Services.  Client wishes to retain the
services of Consultant to advise and consult with Client in
connection with certain matters relating to Client's business, as
more fully described in Section 2, below, and Consultant is
willing to provide such services.

     2.  Services to be provided.  Consultant will, on a non-
exclusive basis and consistent with Consultant's other
professional commitments, shall also advise Client on strategic
corporate development, technology enhancement, as well as
identify market trends and strategic business opportunities.
Consultant shall not be required at any time to render services
that would materially interfere with Consultant's prior
professional obligations.  Client understands and acknowledges
that Consultant represents and may represent in the future, on a
non-exclusive basis, other persons and firms in the fields of
computer technology, internet commerce, finance and otherwise.

     3.  Consideration.  For Consultant's services, Client agrees
to grant to Consultant seventy-five thousand common stock options
and to allow Consultant to transfer an additional seventy-five
thousand common stock options he received as compensation for
services provided to the Company while employed by Investment
Content Corporation, a Nevada Corporation, and all options shall
have a strike price of $.05 per common share and shall be
provided to Consultant in one grant.  In addition, the options
described in this paragraph are to be registered under the
Company's Form S-8.

     4.  Independent Contractor.  Consultant shall act as an
independent Consultant and not as an agent or employee of Client,
and Consultant shall make no representation to any third party
that Consultant is an agent or employee of Client.  Consultant
shall have no authority to bind Client or incur other obligations
on behalf of Client.  Consultant shall be responsible for all
taxes as an independent contractor.

     5.  Client's Duties.  Client agrees to be truthful with
Consultant, to cooperate, to keep Consultant fully informed of
developments, and to abide by this Agreement.  In addition,
Client will pay all out-of -pocket expenses incurred by
Consultant.  However, Consultant shall only be reimbursed for
those expenses submitted to Client for written approval in
advance.

     6.  Warranties.  Consultant warrants that Consultant is
under no obligation to any third party that would prevent
Consultant from rendering the services contemplated by this
Agreement, and that Consultant is free to enter into this
Agreement.  Client warrants that Client is under no obligation to
any third party that would prevent Client from performing its
obligations under this Agreement and that Client is free to enter
into this Agreement.

     7.  Limitation of Liability; Indemnity.  Excluding the
limitations on Consultant's authority set forth in paragraph 4,
above, Consultant will have no liability to the Client or to any
successor, other person or entity for any action taken or omitted
to be taken by Consultant in respect to this engagement.  Client
will hold harmless Consultant from any and all liabilities,
costs, and expenses (including attorney's fees) incurred by
reason of or in any way related to this engagement.

     8.  Notices.  Any notice required or permitted to be given
hereunder shall be in writing and shall be (i) personally
delivered, including by messenger or courier (e.g., delivery by
Federal Express or other similarly recognized air express
Client), or transmitted by first-class mail, postage prepaid,
return receipt requested to the address of such party set forth
above.


/10/


     9.  Entire Agreement.  This Agreement constitutes the entire
agreement between the parties.  No modification or amendment of
this Agreement shall be binding unless executed in writing by all
the parties.

     10.  Assignment.  This Agreement is not assignable by either
party without the prior written consent of the other.

     11.  Arbitration.  Any dispute, controversy or claim arising
out of or relating to the enforcement, interpretation or alleged
breach of this Agreement, or the services rendered pursuant to
this Agreement, shall be submitted to and resolved by binding
arbitration in Los Angeles, California in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the
arbitrator may be entered in and enforceable by any court having
jurisdiction.  If any legal action or other proceeding is brought
for the enforcement of this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys' fees and other
costs incurred.

     12.  Choice of Law.  This Agreement shall be construed and
enforced in accordance with the laws of the State of California.

     In Witness Whereof, the undersigned have executed this
Agreement as of the date first set forth above.

Ely Mandell                        CareDecision Corp.
2660 Townsgate Road                2660 Townsgate Road
Suite 160, Second Floor                 Suite 300
Westlake Village, CA 91361        Westlake Village, CA  91361
805.230.2248 TEL                   805.446.1973 TEL
805.435.7479 FAX                   805.446.1983 FAX
("Consultant")                     ("Client")



/s/ Ely Jay Mandell                      /s/ Keith Berman
_____________________                   ______________________
Ely Jay Mandell                         Keith Berman, CFO


/11/


Exhibit4.13

                       CONSULTING AGREEMENT

                   This CONSULTING AGREEMENT is entered into as  of
July   15,  2003  by  and  between  CareDecision  Corp.  a   Nevada
corporation,  (the "Company"), and Dr. Joseph A. Wolf ("Dr. Wolf"),
and is effective upon the execution by the parties hereto.

                  1.       DUTIES AND RESPONSIBILITIES.

                   A.       Wolf  shall provide medical information
technology  consulting to the Company, Wolf  shall  report  to  and
perform  the  duties and responsibilities assigned to  him  by  the
Company's  President, or such other person as may be designated  by
the Company's Board of Directors.

                   B.       Wolf agrees to devote his full time and
attention  to the Company, to use his best efforts to  advance  the
business  and welfare of the Company, to render his services  under
this  Agreement fully, faithfully, diligently, competently  and  to
the  best of his ability, and not to engage in any other employment
activities.

                   C.       Wolf  shall be based in  the  Company's
Thousand  Oaks - California office, but Wolf shall be  required  to
travel  to  other  geographic  locations  in  connection  with  the
performance of his duties.

                  2.       PERIOD OF EMPLOYMENT.

                   A.      Wolf's employment with the Company shall
be  governed by the provisions of this Agreement and shall begin on
July  15, 2003, and continue until December 31, 2003 or until  this
Agreement terminates pursuant to written notification by either the
Company Dr. Wolf, which notification may occur at any time for  any
reason.  The  period  during which Wolf provides  services  to  the
Company  pursuant  to this Agreement shall be  referenced  in  this
Agreement as the "Employment Period."

                  3.       COMPENSATION.

     A.     Wolf  will be paid compensation in stock options  under
the  terms  of the Company's 2003 Stock Option Plan.   Each  option
shall  allow Wolf to purchase a share of the Company's common stock
at  $0.05  per share (the closing price of the Company's  stock  on
July 15, 2003), said shares to be registered under the Company's S-
8  registration.   Wolf  shall receive nine hundred-fifty  thousand
options as compensation.

     B.     Except  for  the conditions described  in  paragraph  A
above,  Wolf's compensation shall be subject to periodic review  by
the  Company,  and may be increased or decreased in  the  Company's
discretion.


/12/


                 4.       EXPENSE REIMBURSEMENT.

                   In  addition  to the compensation  specified  in
Paragraph  3,  Wolf  shall  be entitled,  in  accordance  with  the
reimbursement  policies in effect from time  to  time,  to  receive
reimbursement  from  the Company for reasonable  business  expenses
incurred  by  Wolf  in  the performance of  his  duties  hereunder,
provided  Wolf  furnishes the Company with vouchers,  receipts  and
other  details of such expenses in the form required by the Company
sufficient  to substantiate a deduction for such business  expenses
under  all  applicable rules and regulations of Federal  and  State
taxing authorities.

                  5.       FRINGE BENEFITS.

                   A.       Dr.  Wolf  shall  not  be  eligible  to
participate  in all group term life insurance plans,  group  health
plans,  accidental  death and dismemberment  plans  and  short-term
disability programs and other employee perquisites which  are  made
available to the Company's employees.

                   B.      Notwithstanding any of the provisions of
this  agreement, Dr. Wolf's employment with the Company is at  will
and  may  be terminated by either the Company at any time  for  any
reason without advance notice.

               C.      Should  the  Company  terminate  Dr.  Wolf's
employment  for  Cause,  as  defined  below,  or  should  Dr.  Wolf
voluntarily  resign other than for Good Reason, the  Company  shall
have  no  obligation to Dr. Wolf under this Agreement.  Should  the
Company terminate Dr. Wolf's employment other than for Cause during
this  Agreement,  or should Dr. Wolf resign for  Good  Reason,  the
Company shall have no further obligation under this Agreement,

                  6.       GOOD REASON.

                   For  Purposes  of this agreement, "Good  Reason"
shall mean:

                   A.        A  material reduction in  the  duties,
responsibilities,  status,  reporting responsibilities,  title,  or
offices  that Dr. Wolf had with the Company immediately before  the
reduction.

                  B.       A change in control in which Dr. Wolf is
not offered a similar position at no less than seventy-five percent
(75%) of Wolf's compensation (defined as Base Salary).

                   C.        The  failure of any successor  to  the
Company  by  merger,  consolidation  or  acquisition  of   all   or
substantially  all  of the business of the Company  to  assume  the
Company's obligations under this Agreement.

                   D.       A material breach by the Company of its
obligations under this Agreement.

                  7.       CAUSE

               For purposes of this agreement, "Cause" shall mean a
reasonable  belief by the Board of Directors that Wolf has  engaged
in  the  following:  (i) financial dishonesty,  including,  without
limitation,  misappropriation of funds or property, or any  attempt
by  Wolf  to secure any personal profit related to the business  or
business opportunities of the Company without the informed, written
approval  of  the  Company's Board of Directors;  (ii)  refusal  to


/13/


comply  with  reasonable  directives  of  the  Company's  Executive
Officer or Board of Directors; (iii) negligence or reckless willful
misconduct in the performance of Dr. Wolf's duties; (iv) failure to
perform,  or  continuing  neglect in  the  performance  of,  duties
assigned  to Dr. Wolf; (v) misconduct which has materially  adverse
effect  upon  the  Company's  business  or  reputation;  (vi)   the
conviction  of,  or  plea  of  nolo contendre  to,  any  felony  or
misdemeanor involving moral turpitude or fraud; (vii) the  material
breach  of  any  provision of this Agreement; (viii)  violation  of
Company  policies  including,  without  limitation,  the  Company's
policies  on  equal  employment  opportunity  and  prohibition   of
unlawful  harassment; (ix) death of Dr. Wolf; or (x)  a  disability
which  continues for a period in excess of 180 days.  A termination
as a result of a Change in control shall not constitute cause.

                  8.       CHANGE IN CONTROL

               For  purposes of this Agreement "Change in  Control"
shall  mean any of the following transactions effecting  change  in
ownership or control of the Company:

      (i)  a merger, consolidation or reorganization approved by the
           Company's stockholders, UNLESS securities representing more than
           fifty percent (50%) of the total combined voting power of the
           voting securities of the successor Company are immediately
           thereafter beneficially owned, directly or indirectly and in
           substantially the same position, by the persons who beneficially
           owned the Company's outstanding voting securities immediately prior
           to such transaction, or

     (ii)  any stockholder-approved transfer or other disposition of all
           or substantially all of the Company's assets, or

    (iii)  the acquisition, directly or indirectly, by any person or
           related group of persons (other than the Company or a person that
           directly or indirectly controls, is controlled by, or is under
           common control with the Company), or beneficial ownership (within
           the meaning of Rule 13d-3 of the Act 1934 Act) of securities
           possessing more than fifty (50%) of the total combined voting power
           of the Company's outstanding securities pursuant to a tender or
           exchange offer made directly to the Company's stockholders.

In  no event, however, shall a Change in Control be deemed to occur
in connection with any public offering of the Common Stock

                  9.       RESTRICTIVE COVENANTS.

                  During the Employment Period:

                           (i) Dr. Wolf shall devote ample time and
energy to the performance of Wolf's duties described herein, except
during periods of illness or vacation periods.

                            (ii)  Dr.  Wolf shall not  directly  or
indirectly provide services to or through any person, firm or other
entity except the Company, unless otherwise authorized by the Board
in writing.  The Company does, however, reserve the right to demand
Dr.  Wolf's registration from those same Boards, if in the  opinion


/14/


of  the CareDecision's CEO, continued membership on those Boards by
Dr.Wolf  diminishes  his  ability to execute  his  responsibilities
identified within this Agreement; or if continued association  with
those  organizations  becomes  detrimental  to  the  goals  of  the
Company;  or  if  continued membership represents  a  conflict,  or
potential conflict, with the business activities, or objectives, of
the Company.

                            (iii)  Dr.  Wolf shall not  render  any
services of any kind or character for Dr. Wolf's own account or for
any  other  person,  firm  or entity without  first  obtaining  the
Company's written consent.

Dr.  Wolf, however, shall have the right to perform such incidental
services  as  necessary in connection with (a) Dr.  Wolf's  private
passive  investments,  but only if Dr. Wolf  is  not  obligated  or
required  to (and shall not in fact) devote any managerial  efforts
which interfere with the services required to be performed by  him,
or   (b)   Dr.  Wolf's  charitable  or  community  activities,   or
participation in trade or professional organizations  but  only  if
such  incidental services do not interfere with the performance  of
Dr. Wolf's services to the Company.

                   10.        NON-COMPETITION DURING THE EMPLOYMENT
PERIOD.

                  Dr.  Wolf acknowledges and agrees that given  the
extent  and  nature of the confidential and proprietary information
he  will  obtain  during  the course of  his  employment  with  the
Company,  it would be inevitable that such confidential information
would  be  disclosed or utilized by the Dr. Wolf should  he  obtain
employment from, or otherwise become associated with, an entity  or
person  that  is engaged in a business or enterprise that  directly
competes with the Company.

   Consequently, during any period for which Dr. Wolf is  receiving
compensation  from the Company, Dr. Wolf shall not,  without  prior
written  consent of the Company's Board of Directors,  directly  or
indirectly  own, manage, operate, join, control or  participate  in
the  ownership, management, operation or control of, or be employed
by or connected in any manner with, any enterprise which is engaged
in any business competitive with or similar to that of the Company;
provided,  however, that such restriction shall not  apply  to  any
passive  investment  representing an  interest  of  less  than  two
percent  (2%) of an outstanding class of publicly-traded securities
of  any  Company or other enterprise which is not, at the  time  of
such  investment,  engaged  in  a  business  competitive  with  the
Company's business.

                  11.      NON-SOLICITATION.

     During  the  Employment Period and for one (1) year  following
termination  of Dr. Wolf's employment, Wolf shall not encourage  or
solicit  any  of  the  Company's employees to leave  the  Company's
employ  for  any  reason  or interfere  in  an  other  manner  with
employment  relationships at the time existing between the  Company
and  its  employees.   In  addition, Dr. Wolf  shall  not  solicit,
directly  or  indirectly, business from any client of the  Company,
including any of the Company's clients to terminate their  existing
business  relationship with the Company, or interfere in any  other
manner  with an existing business relationship between the  Company
and any client or other third party.

      Dr.  Wolf  acknowledges  that monetary  damages  may  not  be
sufficient  to compensate the Company for any economic loss,  which
may   be  incurred  by  reason  of  his  breach  of  the  foregoing
restrictive  covenants.  Accordingly, in  the  event  of  any  such


/15/


breach,  the Company shall, in addition to the termination of  this
Agreement  and  any remedies available to the Company  at  law,  be
entitled  to  obtain equitable relief in the form of an  injunction
precluding Wolf from continuing such breach.

                  12.      SUCCESSORS AND ASSIGNS.

                   This Agreement is personal in its nature and Dr.
Wolf  shall not assign or transfer his rights under this Agreement.
The provisions of this Agreement shall inure to the benefit of, and
be  binding  on  each successor of the Company whether  by  merger,
consolidation,  transfer  of all or substantially  all  assets,  or
otherwise and the heirs and legal representatives of Dr. Wolf.

                  13.      NOTICES.

                   Any  notices,  demands or  other  communications
required  or desired to be given by any party shall be  in  writing
and  shall  be  validly  given to another party  if  served  either
personally or if deposited in the United States mail, certified  or
registered,  postage  prepaid, return receipt  requested.  If  such
notice,  demand or other communication shall be served  personally,
service  shall  be  conclusively deemed made at the  time  of  such
personal service. If such notice, demand or other communication  is
given by mail, such notice shall be conclusively deemed given forty-
eight  (48)  hours after the deposit thereof in the  United  States
mail  addressed to the party to whom such notice, demand  or  other
communication is to be given as hereinafter set forth:



      To the Company:

      Robert Cox, President
      CareDecision Corporation
      2660 Townsgate Road  #300
      Westlake Village, CA  91361


      To Dr. Wolf:

      Dr. Joseph Wolf
      23679 Calabasa Road, #551
      Calabasas, CA. 91302

Any  party  may  change  its address for the purpose  of  receiving
notices,  demands  and  other communications by  providing  written
notice  to  the  other  party  in  the  manner  described  in  this
paragraph.

                  14.      GOVERNING DOCUMENTS.

                  This Agreement along with the documents expressly
referenced  in  this Agreement constitute the entire agreement  and
understanding of the Company and Dr. Wolf with respect to the terms
and  conditions of Dr. Wolf's employment with the Company  and  the
payment  of  severance  benefits  and  supersedes  all  prior   and
contemporaneous  written  or verbal agreements  and  understandings
between  Dr. Wolf and the Company relating to such subject  matter.
This Agreement may only be amended by written instrument signed  by
Dr.  Wolf  and an authorized officer of the Company.  Any  and  all


/16/


prior agreements, understandings or representations relating to Dr.
Wolf's  relationship with the Company are terminated and  cancelled
in their entirety and are of no further force or effect.

                  15.      GOVERNING LAW.

                    The  provisions  of  this  Agreement  will   be
construed and interpreted under the laws of the State of Nevada. If
any  provision of this Agreement as applied to any party or to  any
circumstance   should  be  adjudged  by  a   court   of   competent
jurisdiction  to  be  void or unenforceable  for  any  reason,  the
invalidity of that provision shall in no way affect (to the maximum
extent permissible by law) the application of such provision  under
circumstances  different from those adjudicated by the  court,  the
application  of  any  other provision of  this  Agreement,  or  the
enforceability or invalidity of this Agreement as a  whole.  Should
any  provision  of  this  Agreement become or  be  deemed  invalid,
illegal  or  unenforceable in any jurisdiction  by  reason  of  the
scope,  extent  or  duration of its coverage, then  such  provision
shall  be  deemed  amended to the extent necessary  to  conform  to
applicable  law  so  as  to be valid and enforceable  or,  if  such
provision  cannot  be  so amended without materially  altering  the
intention of the parties, then such provision will be stricken  and
the  remainder of this Agreement shall continue in full  force  and
effect.

                  16.      REMEDIES.

                  All rights and remedies provided pursuant to this
Agreement  or  by  law shall be cumulative, and no  such  right  or
remedy shall be exclusive of any other. A party may pursue any  one
or  more  rights  or  remedies hereunder or  may  seek  damages  or
specific  performance  in  the  event  of  another  party's  breach
hereunder or may pursue any other remedy by law or equity,  whether
or not stated in this Agreement.

                  17.      NO WAIVER.

                   The  waiver by either party of a breach  of  any
provision of this Agreement shall not operate as or be construed as
a waiver of any later breach of that provision.

                  18.      COUNTERPARTS.

                   This Agreement may be executed in more than  one
counterpart, each of which shall be deemed an original, but all  of
which together shall constitute but one and the same instrument.


CareDecision Corporation

/s/ Robert Cox
--------------------------------
By:  Robert Cox
Title: President

/s/ Dr. Joseph A. Wolf.
--------------------------------
Dr. Joseph A. Wolf.
Title: Consultant


/17/



Exhibit 4.14




                       CONSULTING AGREEMENT

                   This CONSULTING AGREEMENT is entered into as  of
July   15,  2003  by  and  between  CareDecision  Corp.  a   Nevada
corporation,    (the   "Company"),  and   Leslie-Michelle   Abraham
("Abraham"),  and is effective upon the execution  by  the  parties
hereto.

                  1.       DUTIES AND RESPONSIBILITIES.

                  A.      Abraham shall provide medical information
technology consulting to the Company, Abraham shall report  to  and
perform  the  duties and responsibilities assigned to  her  by  the
Company's  President, or such other person as may be designated  by
the Company's Board of Directors.

                   B.       Abraham agrees to devote her full  time
and  attention to the Company, to use her best efforts  to  advance
the  business  and welfare of the Company, to render  her  services
under this Agreement fully, faithfully, diligently, competently and
to  the  best  of  her  ability, and not to  engage  in  any  other
employment activities.

                   C.       Abraham shall be based in the Company's
Thousand Oaks - California office, but Abraham shall be required to
travel  to  other  geographic  locations  in  connection  with  the
performance of her duties.

                  2.       PERIOD OF EMPLOYMENT.

                   A.       Abraham's employment with  the  Company
shall  be  governed by the provisions of this Agreement  and  shall
begin  on  July 15, 2003, and continue until December 31,  2003  or
until this Agreement terminates pursuant to written notification by
either the Company or Abraham, which notification may occur at  any
time  for  any  reason.  The period during which  Abraham  provides
services  to  the  Company  pursuant to  this  Agreement  shall  be
referenced in this Agreement as the "Employment Period."

                  3.       COMPENSATION.

     A.    Abraham will be paid compensation in stock options under
the  terms  of the Company's 2003 Stock Option Plan.   Each  option
shall  allow  Abraham to purchase a share of the  Company's  common
stock  at $0.05 per share (the closing price of the Company's stock
on July 15, 2003), said shares to be registered under the Company's
S-8   registration.   Abraham  shall  receive  eight  hundred-fifty
thousand options as compensation.

     B.     Except  for  the conditions described  in  paragraph  A
above,  Abraham's compensation shall be subject to periodic  review
by  the Company, and may be increased or decreased in the Company's
discretion.


/18/


                 4.       EXPENSE REIMBURSEMENT.

                   In  addition  to the compensation  specified  in
Paragraph  3,  Abraham shall be entitled, in  accordance  with  the
reimbursement  policies in effect from time  to  time,  to  receive
reimbursement  from  the Company for reasonable  business  expenses
incurred  by  Abraham in the performance of her  duties  hereunder,
provided Abraham furnishes the Company with vouchers, receipts  and
other  details of such expenses in the form required by the Company
sufficient  to substantiate a deduction for such business  expenses
under  all  applicable rules and regulations of Federal  and  State
taxing authorities.

                  5.       FRINGE BENEFITS.

                  A.      Abraham throughout the Employment Period,
shall  not  be  eligible  to participate in  all  group  term  life
insurance   plans,  group  health  plans,  accidental   death   and
dismemberment  plans and short-term disability programs  and  other
employee  perquisites  which are made available  to  the  Company's
employees.

                   B.      Notwithstanding any of the provisions of
this  agreement, Abraham's employment with the Company is at  will,
which  means that it may be terminated by the Company at  any  time
for any reason without advance notice.

               C.       Should   the  Company  terminate  Abraham's
employment   for  Cause,  as  defined  below,  or  should   Abraham
voluntarily  resign other than for Good Reason, the  Company  shall
have  no  obligation to Abraham under this Agreement.   Should  the
Company terminate Abraham's employment other than for Cause  during
this  Agreement,  or  should Abraham resign for  Good  Reason,  the
Company shall have no further obligation under this Agreement,

                  6.       GOOD REASON.

                   For  Purposes  of this agreement, "Good  Reason"
shall mean:

                   A.        A  material reduction in  the  duties,
responsibilities,  status,  reporting responsibilities,  title,  or
offices  that Abraham had with the Company immediately  before  the
reduction.

                   B.       A change in control in which Abraham is
not offered a similar position at no less than seventy-five percent
(75%) of Abraham's compensation (defined as Base Salary).

                   C.        The  failure of any successor  to  the
Company  by  merger,  consolidation  or  acquisition  of   all   or
substantially  all  of the business of the Company  to  assume  the
Company's obligations under this Agreement.

                   D.       A material breach by the Company of its
obligations under this Agreement.

                  7.       CAUSE

               For purposes of this agreement, "Cause" shall mean a
reasonable  belief  by  the  Board of Directors  that  Abraham  has
engaged  in  the  following: (i) financial  dishonesty,  including,
without limitation, misappropriation of funds or property,  or  any
attempt  by  Abraham to secure any personal profit related  to  the


/19/


business  or  business  opportunities of the  Company  without  the
informed,  written  approval of the Company's Board  of  Directors;
(ii)  refusal to comply with reasonable directives of the Company's
Executive  Officer  or  Board  of Directors;  (iii)  negligence  or
reckless willful misconduct in the performance of Abraham's duties;
(iv)  failure to perform, or continuing neglect in the  performance
of, duties assigned to Abraham; (v) misconduct which has materially
adverse effect upon the Company's business or reputation; (vi)  the
conviction  of,  or  plea  of  nolo contendre  to,  any  felony  or
misdemeanor involving moral turpitude or fraud; (vii) the  material
breach  of  any  provision of this Agreement; (viii)  violation  of
Company  policies  including,  without  limitation,  the  Company's
policies  on  equal  employment  opportunity  and  prohibition   of
unlawful  harassment; (ix) death of Abraham; or  (x)  a  disability
which  continues for a period in excess of 180 days.  A termination
as a result of a Change in control shall not constitute cause.

                  8.       CHANGE IN CONTROL

               For  purposes of this Agreement "Change in  Control"
shall  mean any of the following transactions effecting  change  in
ownership or control of the Company:

      (i)  a merger, consolidation or reorganization approved by the
           Company's stockholders, UNLESS securities representing more than
           fifty percent (50%) of the total combined voting power of the
           voting securities of the successor Company are immediately
           thereafter beneficially owned, directly or indirectly and in
           substantially the same position, by the persons who beneficially
           owned the Company's outstanding voting securities immediately prior
           to such transaction, or

     (ii)  any stockholder-approved transfer or other disposition of all
           or substantially all of the Company's assets, or

    (iii)  the acquisition, directly or indirectly, by any person or
           related group of persons (other than the Company or a person that
           directly or indirectly controls, is controlled by, or is under
           common control with the Company), or beneficial ownership (within
           the meaning of Rule 13d-3 of the Act 1934 Act) of securities
           possessing more than fifty (50%) of the total combined voting power
           of the Company's outstanding securities pursuant to a tender or
           exchange offer made directly to the Company's stockholders.

In  no event, however, shall a Change in Control be deemed to occur
in connection with any public offering of the Common Stock

                  9.       RESTRICTIVE COVENANTS.

                  During the Employment Period:

                            (i) Abraham shall devote ample time and
energy  to  the  performance of Abraham's duties described  herein,
except during periods of illness or vacation periods.

                            (ii)  Abraham  shall  not  directly  or
indirectly provide services to or through any person, firm or other
entity except the Company, unless otherwise authorized by the Board
in writing.  The Company does, however, reserve the right to demand


/20/


Abraham's registration from those same Boards, if in the opinion of
the  CareDecision  CEO, continued membership  on  those  Boards  by
Abraham  diminishes  his  ability to execute  his  responsibilities
identified within this Agreement; or if continued association  with
those  organizations  becomes  detrimental  to  the  goals  of  the
Company;  or  if  continued membership represents  a  conflict,  or
potential conflict, with the business activities, or objectives, of
the Company.

                            (iii)  Abraham  shall  not  render  any
services of any kind or character for Abraham's own account or  for
any  other  person,  firm  or entity without  first  obtaining  the
Company's written consent.

Abraham,  however, shall have the right to perform such  incidental
services  as  necessary  in connection with (a)  Abraham's  private
passive  investments,  but  only if Abraham  is  not  obligated  or
required  to (and shall not in fact) devote any managerial  efforts
which interfere with the services required to be performed by  him,
or   (b)   Abraham's   charitable  or  community   activities,   or
participation in trade or professional organizations  but  only  if
such  incidental services do not interfere with the performance  of
Abraham's services to the Company.


                   10.        NON-COMPETITION DURING THE EMPLOYMENT
PERIOD.

                  Abraham  acknowledges and agrees that  given  the
extent  and  nature of the confidential and proprietary information
he  will obtain during the course of his business relationship with
the   Company,  it  would  be  inevitable  that  such  confidential
information  would  be disclosed or utilized by Abraham  should  he
obtain  employment  from, or otherwise become associated  with,  an
entity  or person that is engaged in a business or enterprise  that
directly competes with the Company.

   Consequently, during any period for which Abraham  is  receiving
compensation  from  the Company, Abraham shall not,  without  prior
written  consent of the Company's Board of Directors,  directly  or
indirectly  own, manage, operate, join, control or  participate  in
the  ownership, management, operation or control of, or be employed
by or connected in any manner with, any enterprise which is engaged
in any business competitive with or similar to that of the Company;
provided,  however, that such restriction shall not  apply  to  any
passive  investment  representing an  interest  of  less  than  two
percent  (2%) of an outstanding class of publicly-traded securities
of  any  Company or other enterprise which is not, at the  time  of
such  investment,  engaged  in  a  business  competitive  with  the
Company's business.

                  11.      NON-SOLICITATION.

     During  the  Employment Period and for one (1) year  following
termination of Abraham's employment, Abraham shall not encourage or
solicit  any  of  the  Company's employees to leave  the  Company's
employ  for  any  reason  or interfere  in  an  other  manner  with
employment  relationships at the time existing between the  Company
and  its  employees.   In  addition,  Abraham  shall  not  solicit,
directly  or  indirectly, business from any client of the  Company,
including any of the Company's clients to terminate their  existing
business  relationship with the Company, or interfere in any  other
manner  with an existing business relationship between the  Company
and any client or other third party.

       Abraham  acknowledges  that  monetary  damages  may  not  be
sufficient  to compensate the Company for any economic loss,  which
may   be  incurred  by  reason  of  his  breach  of  the  foregoing


/21/


restrictive  covenants.  Accordingly, in  the  event  of  any  such
breach,  the Company shall, in addition to the termination of  this
Agreement  and  any remedies available to the Company  at  law,  be
entitled  to  obtain equitable relief in the form of an  injunction
precluding Abraham from continuing such breach.

                  12.      SUCCESSORS AND ASSIGNS.

                   This  Agreement is personal in  its  nature  and
Abraham  shall  not  assign  or  transfer  his  rights  under  this
Agreement.  The  provisions of this Agreement shall  inure  to  the
benefit of, and be binding on each successor of the Company whether
by  merger,  consolidation, transfer of all  or  substantially  all
assets,  or  otherwise and the heirs and legal  representatives  of
Abraham.

                  13.      NOTICES.

                   Any  notices,  demands or  other  communications
required  or desired to be given by any party shall be  in  writing
and  shall  be  validly  given to another party  if  served  either
personally or if deposited in the United States mail, certified  or
registered,  postage  prepaid, return receipt  requested.  If  such
notice,  demand or other communication shall be served  personally,
service  shall  be  conclusively deemed made at the  time  of  such
personal service. If such notice, demand or other communication  is
given by mail, such notice shall be conclusively deemed given forty-
eight  (48)  hours after the deposit thereof in the  United  States
mail  addressed to the party to whom such notice, demand  or  other
communication is to be given as hereinafter set forth:



      To the Company:

      Robert Cox, President
      CareDecision Corporation
      2 Penn Plaza, 15th Floor, Ste. 1500-53
      New York, NY 10121


      To Leslie-Michelle Abraham:

      Leslie Abraham
      23136 Park Contessa
      Calabasas, CA. 91302

Any  party  may  change  its address for the purpose  of  receiving
notices,  demands  and  other communications by  providing  written
notice  to  the  other  party  in  the  manner  described  in  this
paragraph.

                  14.      GOVERNING DOCUMENTS.

                  This Agreement along with the documents expressly
referenced  in  this Agreement constitute the entire agreement  and
understanding of the Company and Abraham with respect to the  terms
and  conditions  of Abraham's employment with the Company  and  the
payment  of  severance  benefits  and  supersedes  all  prior   and
contemporaneous  written  or verbal agreements  and  understandings
between  Abraham  and the Company relating to such subject  matter.
This Agreement may only be amended by written instrument signed  by
Abraham and an authorized officer of the Company. Any and all prior


/22/


agreements, understandings or representations relating to Abraham's
relationship with the Company are terminated and cancelled in their
entirety and are of no further force or effect.

                  15.      GOVERNING LAW.

                    The  provisions  of  this  Agreement  will   be
construed and interpreted under the laws of the State of Nevada. If
any  provision of this Agreement as applied to any party or to  any
circumstance   should  be  adjudged  by  a   court   of   competent
jurisdiction  to  be  void or unenforceable  for  any  reason,  the
invalidity of that provision shall in no way affect (to the maximum
extent permissible by law) the application of such provision  under
circumstances  different from those adjudicated by the  court,  the
application  of  any  other provision of  this  Agreement,  or  the
enforceability or invalidity of this Agreement as a  whole.  Should
any  provision  of  this  Agreement become or  be  deemed  invalid,
illegal  or  unenforceable in any jurisdiction  by  reason  of  the
scope,  extent  or  duration of its coverage, then  such  provision
shall  be  deemed  amended to the extent necessary  to  conform  to
applicable  law  so  as  to be valid and enforceable  or,  if  such
provision  cannot  be  so amended without materially  altering  the
intention of the parties, then such provision will be stricken  and
the  remainder of this Agreement shall continue in full  force  and
effect.

                  16.      REMEDIES.

                  All rights and remedies provided pursuant to this
Agreement  or  by  law shall be cumulative, and no  such  right  or
remedy shall be exclusive of any other. A party may pursue any  one
or  more  rights  or  remedies hereunder or  may  seek  damages  or
specific  performance  in  the  event  of  another  party's  breach
hereunder or may pursue any other remedy by law or equity,  whether
or not stated in this Agreement.

                  17.      NO WAIVER.

                   The  waiver by either party of a breach  of  any
provision of this Agreement shall not operate as or be construed as
a waiver of any later breach of that provision.

                  18.      COUNTERPARTS.

                   This Agreement may be executed in more than  one
counterpart, each of which shall be deemed an original, but all  of
which together shall constitute but one and the same instrument.


CareDecision Corporation

/s/ Robert Cox
--------------------------------
By:  Robert Cox
Title: President


Leslie-Michelle Abraham

/s/ Leslie-Michelle Abraham
--------------------------------
Title: Consultant


/23/


Exhibit 4.15



                       CONSULTING AGREEMENT



Agreement  made  this 10th day of July, 2003, between  CareDecision
Corporation, (hereinafter referred to as "Corporation"), and Thomas
Chillemi, (hereinafter referred to as "Consultant"):

In   consideration  of  the  mutual  promises  contained  in   this
Agreement, the contracting parties agree as follows:

      Recitals:

  A.   It is the desire of the Corporation to engage the services of
     the Consultant to consult with the Corporation regarding certain
     opportunities available to provide the Corporation Services as
     described in Section 2 below.

  B.   Prior to this Agreement, the Corporation and Consultant have
     agreed that a compensatory, mutually binding agreement, is in the
     best interest of the Corporation.

                             AGREEMENT

     Term

1.    The  respective  duties and obligations  of  the  contracting
parties  shall  be  for a period of one hundred eighty  (180)  days
commencing on the date of July 10, 2003.

      Services Provided by Consultant

2.  Services

(a)  The  Consultant  will devote such amount of  time  and  effort
     necessary to accomplish the services required.  However, there is
     no requirement that Consultant devote a certain amount of time or
     effort hereunder.  During the term of this Agreement, Consultant
     will:

     (i)  consult with and advice CareDecision Corporation in connection
          with any and all matters relating to CareDecision Corporation's
          corporate governance and potential stock exchange application, as
          CareDecision Corporation may reasonably request.
    (ii)  introduce certain strategic partners to the Corporation,
          including Newscorp. In addition Chillemi shall be responsible for
          all negotiations with Newscorp leading up to a business
          relationship.
   (iii)  provide other Consultative services as requested by the Board
          of Directors (collectively, Consultative Services).

(b)  Corporation  and  Consultant  will  mutually  agree  upon  any
     additional  duties that Consultant may provide for Corporation
     outside of this Agreement.


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      Compensation

3.    For  the services provided under this Agreement, the  Company
shall  pay  consultant  a  consulting fee  payable  in  options  to
purchase shares of the Company's co'mon stock (the "Consulting Fee.
The  parties  agree that, upon execution of this Agreement,  or  as
soon  as  is  practical, Chillemi shall receive an Incentive  Stock
Option  Agreement  to  purchase Three  Million  (3,000,000)  common
shares  of stock of the Company, at an exercise price of $0.05  per
share.

     Compliance

4.    The  shares  described  above  shall  be  registered  in  the
Company's  S-8 registration. If for any reason the shares described
above  cannot be registered in the Company's S-8 registration,  and
another registration is contemplated, the shares shall have  "piggy
back" rights and will be included in said registration.


5.   Representations of Corporation

(a)  The Corporation, upon entering this Agreement, hereby warrants
and  guarantees  to  the  Consultant that  all  statements,  either
written or oral, made by the Corporation to the Consultant are true
and  accurate, and contain no misstatements of a material fact. The
corporation  acknowledges that the information it delivers  to  the
Consultant  will  be used by the Consultant in preparing  materials
regarding the Corporation's business, including but not necessarily
limited  to,  its  financial condition, for  dissemination  to  the
public.  Therefore,  in  accordance with Paragraph  6,  below,  the
Corporation  shall hold harmless the Consultant from  any  and  all
errors,   omissions,   misstatements,  negligent   or   intentional
misrepresentations,  contained  in  any  information  furnished  by
Corporation to Consultant, in accordance with and pursuant  to  the
terms  and  conditions of this Agreement for  whatever  purpose  or
purposes  the  Consultant sees fit to use  said  information.   The
Corporation further represents and warrants that as to all  matters
set   forth  within  this  Agreement,  the  Corporation   has   had
independent legal counsel and will continue to maintain independent
legal  counsel to advise the Corporation of all matters concerning,
but not necessarily limited to, corporate law, corporate relations,
investor  relations, all manners concerning and in connection  with
the  Corporation's activities regarding the Securities Act of  1933
and 1934, and state Blue Sky or Securities laws.

Consultant  has no responsibility to obtain or render legal  advice
in  connection  with  the Corporation's sale  of  securities.   All
legal,  regulatory or licensing matters as relates to the corporate
sale  of  securities are the responsibility of the Corporation  and
its counsel.

(b)   Corporation  shall  provide, at its' expense,  suitable  "Due
Diligence" packages to Consultant as needed.

     Limited Liability

6.    With regard to the services to be performed by the Consultant
pursuant  to the terms of this Agreement, the Consultant shall  not
be  liable to the Corporation, or to anyone who may claim any right
due  to  any  relationship with the Corporation,  or  any  acts  or
omissions  in  the  performance of services  on  the  part  of  the
Consultant,  or  on  the part of the agents  or  employees  of  the
Consultant,  except when said acts or omissions of  the  Consultant
are due to its willful misconduct or culpable negligence.


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      Termination

7.    This  Agreement will terminate upon the period of one hundred
eights  (180)  days  from  the date of this  Agreement  or  by  the
Company.  In  the  event  this  Agreement  is  terminated  by   the
Corporation, all compensation paid by Corporation to the Consultant
shall  be  deemed earned, and no part of the compensation  will  be
refunded or prorated.

      Notices

8.    Notices  to  be sent pursuant to the terms and conditions  of
this Agreement, shall be sent as follows:



As to Consultant:
                                Thomas Chillemi
                                12 Woodhollow Lane
                                Fort Salonga, New York 11768
                                (631) 269-8804

As to Corporation:
                                CareDecision Corporation
                                2 Penn Plaza, 15th Floor, Suite 1500-53
                                New York, New York 10121
                                (212) 292-4959 office
                                (631) 544-0183 Fax

     Trade Secrets - Confidentiality

9.   Corporation and Consultant mutually acknowledge and agree that
any confidential information is proprietary to and a valuable trade
secret  of  Consultant or Corporation as applicable  and  that  any
disclosure or unauthorized use thereof will cause irreparable  harm
and  loss  to consultant.  The parties hereto agree that  all  such
information  conveyed to Corporation regarding the  operations  and
services  of  Consultant or to Consultant regarding the operations,
services and products of the Corporation constitutes a trade secret
and  shall  be afforded the protections provided the Uniform  Trade
Secrets Act or any other applicable laws.

The  Corporation and the consultant agree at all times  during  the
term this Agreement and after the termination of this Agreement  to
hold  in  strictest  confidence, and not to  use,  except  for  the
benefit  of  the other party, or to disclose, transfer  or  reveal,
directly  or  indirectly to any person or entity  any  Confidential
information  without the prior written authorization of  the  other
party  for  a  period  of  two  (2) years.  For  purposes  of  this
Agreement,  Confidential  Information  shall  mean  any   and   all
information that is not generally known and that is proprietary  to
both  parties  or any of their clients, consultants  or  licensors.
Confidential  Information includes, without  limitation,  names  of
investors,  buyers, sellers, borrowers, lenders introduced  by  the
Consultant   of  its  associates'  business  plans,  client   lists
consultants,  financial information, and trade  secrets  about  the
Consultant  and  its products and information or other  proprietary
information   relating  to  designs,  formulas,  developmental   or
experimental work, know how, products processes, computer programs,
source  codes,  databases, designs, schematics, or  other  original
works of authorship.


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      Attorneys' Fees - Arbitration

10.    In  the  event  any  litigation  or  controversy,  including
arbitration,  arises  out of or in connection with  this  Agreement
between   the  parties  hereto,  the  prevailing  party   in   such
litigation,  arbitration  or  controversy,  shall  be  entitled  to
recover  from the other party or parties, all reasonable attorneys'
fees,  expenses  and suit costs, including those associated  within
the appellate or post judgment collection proceedings.

     Any  dispute  or  disagreement arising out of  this  Agreement
shall  be  fully and finally resolved through binding  arbitration,
before  a  single  arbitrator  in  Philadelphia,  Pennsylvania   in
accordance  with the rules of the American Arbitration  Association
governing  commercial  disputes.  In the  event  that  the  parties
cannot  agree upon a single arbitrator, the arbitrator shall  be  a
retired  judge  of the Philadelphia District Court  upon  ex  parte
application  by  any  party  on  72  hours  notice  to  the   other
party(ies).   The  costs  of  the  Arbitration  including   without
limitation, the fees of the arbitrator (but excluding each  party's
attorney's  fees) shall be initially shared equally by the  parties
but may be awarded by the arbitrator as additional damages in favor
of  the  prevailing party. The Arbitrator shall apply  Pennsylvania
law in reaching his decision.  The decision of the arbitrator shall
be binding and nonappealable.

      Governing Law

11.  This Agreement shall be construed under and in accordance with
the  laws  of  the  State of New York, and all obligations  of  the
parties created under it are performed in Nassau County, New  York.
In  any  controversy arising out of this Agreement, venue for  said
proceeding shall be in Nassau County, New York.

      Parties Bound

12.  This Agreement shall be binding on and inure to the benefit of
the  contracting  parties  and their respective  heirs,  executors,
administrations,  legal  representatives, successors,  and  assigns
when permitted by this Agreement.

      Miscellaneous

13.       Other miscellaneous provisions:

(a)   Subsequent Events.  Consultant and the Corporation each agree
to  notify  the  other party if, subsequent to  the  date  of  this
Agreement,  either party incurs obligations which could  compromise
its efforts and obligations under this Agreement.

(b)   Amendment.  This Agreement may be amended or modified at  any
time and in any manner only by an instrument in writing executed by
the parties hereto.

(c)  Further Actions and Assurances.  At any time and from time  to
time,  each party agrees, at its or their expense, to take  actions
and to execute and deliver documents as may be reasonably necessary
to effectuate the purposes of this Agreement.

(d)  Waiver.  Any failure of any party to this Agreement to comply
with  any  of its obligations, agreements, or conditions hereunder
may  be waived in writing by the party to whom such compliance  is
owed.   The  failure of any party to this Agreement to enforce  at


/27/


any  time any of the provisions of this Agreement shall in no  way
be  construed to be a waiver of any such provision or a waiver  of
the  right of such party thereafter to enforce each and every such
provision.

  No waiver of any breach of or non-compliance with this Agreement
shall be held to be a waiver of any other or subsequent breach or
non-compliance.

(e)  Assignment.  Neither this Agreement nor any right created  by
it  shall be assignable by either party without the prior  written
consent of the other.

(f)   Binding  Effect.  This Agreement shall be binding  upon  the
parties  hereto  and  inure to the benefit of the  parties,  their
respective  heirs,  administrators,  executors,  successors,   and
assigns.

(g)    Entire  Agreement.   This  Agreement  contains  the   entire
agreement  between the parties hereto and supersedes  any  and  all
prior  agreements,  arrangements,  or  understandings  between  the
parties relating to the subject matter of this Agreement.  No  oral
understandings,  statements, promises, or inducements  contrary  to
the terms of this Agreement exist.  No representations, warranties,
covenants,  or conditions, express or implied, other  than  as  set
forth herein, have been made by any party.

(h)  Severability.  If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain  in  full
force and effect.

(i)   Counterparts.  A facsimile, telecopy, or other reproduction
of  this Agreement may be executed simultaneously in two or  more
counterparts, each of which shall be deemed an original, but  all
of  which  together shall constitute one and the same instrument,
by  one  or  more parties hereto and such executed  copy  may  be
delivered   by  facsimile  of  similar  instantaneous  electronic
transmission  device pursuant to which the  signature  of  or  on
behalf  of such party can be seen.  In this event, such execution
and delivery shall be considered valid, binding and effective for
all  purposes.  At the request of any party hereto,  all  parties
agree  to  execute an original of this Agreement as well  as  any
facsimile, telecopy or other reproduction hereof.

(j)  Time is of the Essence.  Time is of the essence of this
Agreement and of each and every provision hereof.

IN WITNESS WHEREOF, to the terms and conditions described herein,
the parties have set their hands and seal as of the date written
above.

CareDecision Corporation            The Consultant: Thomas Chillemi

Robert Cox, President

by: /s/ Robert Cox                  by  /s/ Thomas Chillemi
    ------------------                  -------------------------

Date July 10, 2003                  Date  July 10, 2003
:                                   :


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Exhibit 4.16


                       CONSULTING AGREEMENT

                   This CONSULTING AGREEMENT is entered into as  of
July   1,   2003  by  and  between  CareDecision  Corp.  a   Nevada
corporation,     (the    "Company"),   and   Anthony    Quintiliana
("Quintiliana"), and is effective upon the execution by the parties
hereto.

                  1.       DUTIES AND RESPONSIBILITIES.

                   A.      Quintiliana shall provide consulting  to
the  Company  for the Company's ResidenceWare products. Quintiliana
shall  report  to  and  perform  the  duties  and  responsibilities
assigned to him by the Company's President, or such other person as
may be designated by the Company's Board of Directors.

                   B.       Quintiliana agrees to devote  his  full
time  and  attention  to the Company, to use his  best  efforts  to
advance  the  business and welfare of the Company,  to  render  his
services   under  this  Agreement  fully,  faithfully,  diligently,
competently  and to the best of his ability, and not to  engage  in
any other employment activities.

                   C.      Quintiliana shall be based at the office
of  Robert  Cox,  CEO  of the Company, in Mr. Cox's  New  York-Long
Island  office  at his home, but Quintiliana shall be  required  to
travel  to  other  geographic  locations  in  connection  with  the
performance of his duties.

                  2.       PERIOD OF EMPLOYMENT.

                  A.      Quintiliana's employment with the Company
shall  be  governed by the provisions of this Agreement  and  shall
begin  on  July 1, 2003, and continue until December  31,  2003  or
until this Agreement terminates pursuant to written notification by
the  Company,  which notification may occur at  any  time  for  any
reason.  The  period during which Quintiliana provides services  to
the  Company pursuant to this Agreement shall be referenced in this
Agreement as the "Employment Period."

                  3.       COMPENSATION.

     A.     Quintiliana will be paid compensation in company  stock
and  stock  options, said shares and/or options granted under  this
agreement,  to  be registered under the Company's S-8 registration.
Quintiliana  shall  receive  one  million  five  hundred   thousand
(1,500,000)  shares  as  compensation and two  million  (2,000,000)
stock  options,  from the Company's 2003 Stock  Option  Plan.   The
stock options shall bear a strike price of $0.05.

     B.     Except  for  the conditions described  in  paragraph  A
above,  Quintiliana's  compensation shall be  subject  to  periodic
review  by  the Company, and may be increased or decreased  in  the
Company's discretion.


                 4.       EXPENSE REIMBURSEMENT.

                   In  addition  to the compensation  specified  in
Paragraph 3, Quintiliana shall be entitled, in accordance with  the
reimbursement  policies in effect from time  to  time,  to  receive
reimbursement  from  the Company for reasonable  business  expenses
incurred by Quintiliana in the performance of his duties hereunder,
provided  Quintiliana furnishes the Company with vouchers, receipts
and  other  details of such expenses in the form  required  by  the


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Company  sufficient to substantiate a deduction for  such  business
expenses under all applicable rules and regulations of Federal  and
State taxing authorities.

                  5.       FRINGE BENEFITS.

                    A.        Quintiliana  shall,  throughout   the
Employment  Period,  shall not be eligible to  participate  in  all
group  term  life  insurance plans, group health plans,  accidental
death  and  dismemberment plans and short-term disability  programs
and  other  employee perquisites which are made  available  to  the
Company's employees.

                   B.      Notwithstanding any of the provisions of
this  agreement, Quintiliana's employment with the  Company  is  at
will,  and  may be terminated by the Company at any  time  for  any
reason without advance notice.

                   C.  Should  the  Company terminate Quintiliana's
employment  for  Cause,  as defined below,  or  should  Quintiliana
voluntarily  resign other than for Good Reason, the  Company  shall
have no obligation to Quintiliana under this Agreement.  Should the
Company  terminate Quintiliana's employment other  than  for  Cause
during  this  Agreement,  or  should Quintiliana  resign  for  Good
Reason,  the  Company shall have no further obligation  under  this
Agreement,

                  6.       GOOD REASON.

                   For  Purposes  of this agreement, "Good  Reason"
shall mean:

                   A.        A  material reduction in  the  duties,
responsibilities,  status,  reporting responsibilities,  title,  or
offices  that  Quintiliana had with the Company immediately  before
the reduction.

                  B.       A change in control in which Quintiliana
is  not  offered  a  similar position at no less than  seventy-five
percent  (75%)  of  Quintiliana's  compensation  (defined  as  Base
Salary).

                   C.        The  failure of any successor  to  the
Company  by  merger,  consolidation  or  acquisition  of   all   or
substantially  all  of the business of the Company  to  assume  the
Company's obligations under this Agreement.

                   D.       A material breach by the Company of its
obligations under this Agreement.

                  7.       CAUSE

               For purposes of this agreement, "Cause" shall mean a
reasonable  belief by the Board of Directors that  Quintiliana  has
engaged  in  the  following: (i) financial  dishonesty,  including,
without limitation, misappropriation of funds or property,  or  any
attempt by Quintiliana to secure any personal profit related to the
business  or  business  opportunities of the  Company  without  the
informed,  written  approval of the Company's Board  of  Directors;
(ii)  refusal to comply with reasonable directives of the Company's
Executive  Officer  or  Board  of Directors;  (iii)  negligence  or
reckless  willful  misconduct in the performance  of  Quintiliana's
duties;  (iv)  failure  to perform, or continuing  neglect  in  the
performance  of,  duties  assigned to Quintiliana;  (v)  misconduct
which has materially adverse effect upon the Company's business  or
reputation;  (vi) the conviction of, or plea of nolo contendre  to,
any felony or misdemeanor involving moral turpitude or fraud; (vii)
the  material  breach  of any provision of this  Agreement;  (viii)


/30/


violation  of  Company policies including, without limitation,  the
Company's  policies on equal employment opportunity and prohibition
of  unlawful  harassment;  (ix) death  of  Quintiliana;  or  (x)  a
disability which continues for a period in excess of 180  days.   A
termination as a result of a Change in control shall not constitute
cause.

                  8.       CHANGE IN CONTROL

               For  purposes of this Agreement "Change in  Control"
shall  mean any of the following transactions effecting  change  in
ownership or control of the Company:

    (i)  a merger, consolidation or reorganization approved by the
         Company's stockholders, UNLESS securities representing more than
         fifty percent (50%) of the total combined voting power of the
         voting securities of the successor Company are immediately
         thereafter beneficially owned, directly or indirectly and in
         substantially the same position, by the persons who beneficially
         owned the Company's outstanding voting securities immediately prior
         to such transaction, or

   (ii)  any stockholder-approved transfer or other disposition of
         all or substantially all of the Company's assets, or

  (iii)  the acquisition, directly or indirectly, by any person or
         related group of persons (other than the Company or a person that
         directly or indirectly controls, is controlled by, or is under
         common control with the Company), or beneficial ownership (within
         the meaning of Rule 13d-3 of the Act 1934 Act) of securities
         possessing more than fifty (50%) of the total combined voting power
         of the Company's outstanding securities pursuant to a tender or
         exchange offer made directly to the Company's stockholders.

In  no event, however, shall a Change in Control be deemed to occur
in connection with any public offering of the Common Stock

                  9.       RESTRICTIVE COVENANTS.

                  During the Employment Period:

                            (i) Quintiliana shall devote ample time
and  energy  to  the performance of Quintiliana's duties  described
herein, except during periods of illness or vacation periods.

                            (ii) Quintiliana shall not directly  or
indirectly provide services to or through any person, firm or other
entity except the Company, unless otherwise authorized by the Board
in writing.  The Company does, however, reserve the right to demand
Quintiliana's  registration  from those  same  Boards,  if  in  the
opinion  of  the  CareDecision CEO, continued membership  on  those
Boards  by  Quintiliana  diminishes  his  ability  to  execute  his
responsibilities identified within this Agreement; or if  continued
association  with  those organizations becomes detrimental  to  the
goals  of  the  Company;  or if continued membership  represents  a
conflict,  or potential conflict, with the business activities,  or
objectives, of the Company.


/31/


                            (iii) Quintiliana shall not render  any
services of any kind or character for Quintiliana's own account  or
for  any  other person, firm or entity without first obtaining  the
Company's written consent.

Quintiliana,  however,  shall  have  the  right  to  perform   such
incidental   services   as  necessary  in   connection   with   (a)
Quintiliana's private passive investments, but only if  Quintiliana
is  not obligated or required to (and shall not in fact) devote any
managerial efforts which interfere with the services required to be
performed  by  him,  or (b) Quintiliana's charitable  or  community
activities, or participation in trade or professional organizations
but  only  if  such incidental services do not interfere  with  the
performance of Quintiliana's services to the Company.


                   10.        NON-COMPETITION DURING THE EMPLOYMENT
PERIOD.

                 Quintiliana acknowledges and agrees that given the
extent  and  nature of the confidential and proprietary information
he  will  obtain  during  the course of  his  employment  with  the
Company,  it would be inevitable that such confidential information
would  be  disclosed or utilized by Quintiliana  should  he  obtain
employment from, or otherwise become associated with, an entity  or
person  that  is engaged in a business or enterprise that  directly
competes with the Company.

    Consequently,  during  any  period  for  which  Quintiliana  is
receiving  compensation  from the Company, Quintiliana  shall  not,
without  prior written consent of the Company's Board of Directors,
directly  or  indirectly  own, manage, operate,  join,  control  or
participate in the ownership, management, operation or control  of,
or  be  employed by or connected in any manner with, any enterprise
which  is  engaged in any business competitive with or  similar  to
that of the Company; provided, however, that such restriction shall
not  apply  to any passive investment representing an  interest  of
less  than  two percent (2%) of an outstanding class  of  publicly-
traded securities of any Company or other enterprise which is  not,
at  the  time of such investment, engaged in a business competitive
with the Company's business.

                  11.      NON-SOLICITATION.

     During  the  Employment Period and for one (1) year  following
termination  of  Quintiliana's employment,  Quintiliana  shall  not
encourage  or solicit any of the Company's employees to  leave  the
Company's  employ for any reason or interfere in  an  other  manner
with  employment  relationships at the time  existing  between  the
Company  and  its  employees.  In addition, Quintiliana  shall  not
solicit,  directly or indirectly, business from any client  of  the
Company, including any of the Company's clients to terminate  their
existing  business relationship with the Company, or  interfere  in
any other manner with an existing business relationship between the
Company and any client or other third party.

      Quintiliana  acknowledges that monetary damages  may  not  be
sufficient  to compensate the Company for any economic loss,  which
may   be  incurred  by  reason  of  his  breach  of  the  foregoing
restrictive  covenants.  Accordingly, in  the  event  of  any  such
breach,  the Company shall, in addition to the termination of  this
Agreement  and  any remedies available to the Company  at  law,  be
entitled  to  obtain equitable relief in the form of an  injunction
precluding Quintiliana from continuing such breach.


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                  12.      SUCCESSORS AND ASSIGNS.

                   This  Agreement is personal in  its  nature  and
Quintiliana  shall  not assign or transfer his  rights  under  this
Agreement.  The  provisions of this Agreement shall  inure  to  the
benefit of, and be binding on each successor of the Company whether
by  merger,  consolidation, transfer of all  or  substantially  all
assets,  or  otherwise and the heirs and legal  representatives  of
Quintiliana.

                  13.      NOTICES.

                   Any  notices,  demands or  other  communications
required  or desired to be given by any party shall be  in  writing
and  shall  be  validly  given to another party  if  served  either
personally or if deposited in the United States mail, certified  or
registered,  postage  prepaid, return receipt  requested.  If  such
notice,  demand or other communication shall be served  personally,
service  shall  be  conclusively deemed made at the  time  of  such
personal service. If such notice, demand or other communication  is
given by mail, such notice shall be conclusively deemed given forty-
eight  (48)  hours after the deposit thereof in the  United  States
mail  addressed to the party to whom such notice, demand  or  other
communication is to be given as hereinafter set forth:



      To the Company:

      Robert Cox, President
      CareDecision Corporation
      2660 Townsgate Road  #300
      Westlake Village, CA  91361


      To Anthony Quintiliana:

      Anthony Quintiliana
      263 Bishop Drive
      Austin, PA 19014

Any  party  may  change  its address for the purpose  of  receiving
notices,  demands  and  other communications by  providing  written
notice  to  the  other  party  in  the  manner  described  in  this
paragraph.

                  13.      GOVERNING DOCUMENTS.

                  This Agreement along with the documents expressly
referenced  in  this Agreement constitute the entire agreement  and
understanding  of the Company and Quintiliana with respect  to  the
terms  and conditions of Quintiliana's employment with the  Company
and  the payment of severance benefits and supersedes all prior and
contemporaneous  written  or verbal agreements  and  understandings
between  Quintiliana  and  the Company  relating  to  such  subject
matter.  This  Agreement may only be amended by written  instrument
signed by Quintiliana and an authorized officer of the Company. Any
and   all   prior  agreements,  understandings  or  representations
relating  to  Quintiliana's  relationship  with  the  Company   are
terminated  and cancelled in their entirety and are of  no  further
force or effect.

                  14.      GOVERNING LAW.

                    The  provisions  of  this  Agreement  will   be
construed and interpreted under the laws of the State of Nevada. If
any  provision of this Agreement as applied to any party or to  any
circumstance   should  be  adjudged  by  a   court   of   competent
jurisdiction  to  be  void or unenforceable  for  any  reason,  the


/33/


invalidity of that provision shall in no way affect (to the maximum
extent permissible by law) the application of such provision  under
circumstances  different from those adjudicated by the  court,  the
application  of  any  other provision of  this  Agreement,  or  the
enforceability or invalidity of this Agreement as a  whole.  Should
any  provision  of  this  Agreement become or  be  deemed  invalid,
illegal  or  unenforceable in any jurisdiction  by  reason  of  the
scope,  extent  or  duration of its coverage, then  such  provision
shall  be  deemed  amended to the extent necessary  to  conform  to
applicable  law  so  as  to be valid and enforceable  or,  if  such
provision  cannot  be  so amended without materially  altering  the
intention of the parties, then such provision will be stricken  and
the  remainder of this Agreement shall continue in full  force  and
effect.

                  15.      REMEDIES.

                  All rights and remedies provided pursuant to this
Agreement  or  by  law shall be cumulative, and no  such  right  or
remedy shall be exclusive of any other. A party may pursue any  one
or  more  rights  or  remedies hereunder or  may  seek  damages  or
specific  performance  in  the  event  of  another  party's  breach
hereunder or may pursue any other remedy by law or equity,  whether
or not stated in this Agreement.

                  16.      NO WAIVER.

                   The  waiver by either party of a breach  of  any
provision of this Agreement shall not operate as or be construed as
a waiver of any later breach of that provision.

                  17.      COUNTERPARTS.

                   This Agreement may be executed in more than  one
counterpart, each of which shall be deemed an original, but all  of
which together shall constitute but one and the same instrument.


CareDecision Corporation


/s/ Robert Cox
--------------------------------
By:  Robert Cox
Title: President





/s/ Anthony Quintiliana
--------------------------------
By:  Anthony Quintiliana


/34/


Exhibit 4.17


                       CONSULTING AGREEMENT

                   This CONSULTING AGREEMENT is entered into as  of
July   1,   2003  by  and  between  CareDecision  Corp.  a   Nevada
corporation,   (the "Company"), and Barbara Asbell ("Asbell"),  and
is effective upon the execution by the parties hereto.

                  1.       DUTIES AND RESPONSIBILITIES.

                   A.      Asbell shall provide medical information
technology  (IT)  consulting  to the  Company,  in  particular  the
recruiting of programming and technical staff with a background  in
programming   PDAs.   Asbell   shall   perform   the   duties   and
responsibilities assigned to her by the Company's President.

                   B.       Asbell  agrees to devote her  time  and
attention  to the Company, to use her best efforts to  advance  the
business  and welfare of the Company, to render her services  under
this  Agreement fully, faithfully, diligently, competently  and  to
the  best of her ability, and not to engage in any other employment
activities.

                   C.      Asbell  shall be based in the  Company's
Westlake  Village - California office, but Asbell shall be required
to  travel  to  other geographic locations in connection  with  the
performance of her duties.

                  2.       PERIOD OF EMPLOYMENT.

                   A.       Asbell's  employment with  the  Company
shall  be  governed by the provisions of this Agreement  and  shall
begin  on  July 1, 2003, and continue until December  31,  2003  or
until this Agreement terminates pursuant to written notification by
the  Company,  which notification may occur at  any  time  for  any
reason.  The  period during which Asbell provides services  to  the
Company  pursuant  to this Agreement shall be  referenced  in  this
Agreement as the "Employment Period."

                  3.       COMPENSATION.

     A.  Asbell  will  be  paid in shares of the  company's  common
stock,  said  shares  to  be registered  under  the  company's  S-8
registration. The number of shares that Asbell shall receive  shall
be  equal  to  the number of the existing restricted  common  stock
shares  that Asbell requests the company to retire. Should  any  of
Asbell's  existing  restricted  common  stock  shares  be   retired
("retired  shares"),  Asbell  understands  and  agrees   that   any
piggyback  registration  rights that she  held  for  those  retired
shares shall also be retired. Pursuant to this Agreement Asbell has
agreed  to  retire  at  least 4,000,000 of her existing  restricted
common stock shares.

     B.     Except  for  the conditions described  in  paragraph  A
above, Asbell's compensation shall be subject to periodic review by
the  Company,  and may be increased or decreased in  the  Company's
discretion.


                 4.       EXPENSE REIMBURSEMENT.

                   In  addition  to the compensation  specified  in
Paragraph  3,  Asbell  shall be entitled, in  accordance  with  the
reimbursement  policies in effect from time  to  time,  to  receive
reimbursement  from  the Company for reasonable  business  expenses
incurred  by  Asbell  in the performance of her  duties  hereunder,
provided  Asbell furnishes the Company with vouchers, receipts  and


/35/


other  details of such expenses in the form required by the Company
sufficient  to substantiate a deduction for such business  expenses
under  all  applicable rules and regulations of Federal  and  State
taxing authorities.

                  5.       FRINGE BENEFITS.

                    A.        Asbell  shall  not  be  eligible   to
participate  in  all  group term life insurance  plans,  accidental
death  and  dismemberment plans and short-term disability  programs
and  other  employee perquisites which are made  available  to  the
Company's  employees,  unless Asbell  has  or  is  receiving  these
benefits currently.

                   B.      Notwithstanding any of the provisions of
this  agreement, Asbell's employment with the Company is  at  will,
may be terminated by the Company at any time for any reason without
advance notice.

                   C.    Should   the  Company  terminate   Asbell's
employment   for  Cause,  as  defined  below,  or   should   Asbell
voluntarily  resign other than for Good Reason, the  Company  shall
have  no  obligation  to Asbell under this Agreement.   Should  the
Company  terminate Asbell's employment other than for Cause  during
this  Agreement,  or  should Asbell resign  for  Good  Reason,  the
Company shall have no further obligation under this Agreement,

                  6.       GOOD REASON.

                   For  Purposes  of this agreement, "Good  Reason"
shall mean:

                   A.        A  material reduction in  the  duties,
responsibilities,  status,  reporting responsibilities,  title,  or
offices  that  Asbell had with the Company immediately  before  the
reduction.

                   B.       A change in control in which Asbell  is
not offered a similar position at no less than seventy-five percent
(75%) of Asbell's compensation (defined as Base Salary).

                   C.        The  failure of any successor  to  the
Company  by  merger,  consolidation  or  acquisition  of   all   or
substantially  all  of the business of the Company  to  assume  the
Company's obligations under this Agreement.

                   D.       A material breach by the Company of its
obligations under this Agreement.

                  7.       CAUSE

               For purposes of this agreement, "Cause" shall mean a
reasonable belief by the Board of Directors that Asbell has engaged
in  the  following:  (i) financial dishonesty,  including,  without
limitation,  misappropriation of funds or property, or any  attempt
by  Asbell to secure any personal profit related to the business or
business opportunities of the Company without the informed, written
approval  of  the  Company's Board of Directors;  (ii)  refusal  to
comply  with  reasonable  directives  of  the  Company's  Executive
Officer or Board of Directors; (iii) negligence or reckless willful
misconduct  in the performance of Asbell's duties; (iv) failure  to
perform,  or  continuing  neglect in  the  performance  of,  duties
assigned  to  Asbell; (v) misconduct which has  materially  adverse
effect  upon  the  Company's  business  or  reputation;  (vi)   the
conviction  of,  or  plea  of  nolo contendre  to,  any  felony  or
misdemeanor involving moral turpitude or fraud; (vii) the  material
breach  of  any  provision of this Agreement; (viii)  violation  of


/36/


Company  policies  including,  without  limitation,  the  Company's
policies  on  equal  employment  opportunity  and  prohibition   of
unlawful  harassment; (ix) death of Asbell;  or  (x)  a  disability
which  continues for a period in excess of 180 days.  A termination
as a result of a Change in control shall not constitute cause.

                  8.       CHANGE IN CONTROL

               For  purposes of this Agreement "Change in  Control"
shall  mean any of the following transactions effecting  change  in
ownership or control of the Company:

   (i)  a merger, consolidation or reorganization approved by the
        Company's stockholders, UNLESS securities representing more than
        fifty percent (50%) of the total combined voting power of the
        voting securities of the successor Company are immediately
        thereafter beneficially owned, directly or indirectly and in
        substantially the same position, by the persons who beneficially
        owned the Company's outstanding voting securities immediately prior
        to such transaction, or

  (ii)  any stockholder-approved transfer or other disposition of all
        or substantially all of the Company's assets, or

 (iii)  the acquisition, directly or indirectly, by any person or
        related group of persons (other than the Company or a person that


/37/


        directly or indirectly controls, is controlled by, or is under
        common control with the Company), or beneficial ownership (within
        the meaning of Rule 13d-3 of the Act 1934 Act) of securities
        possessing more than fifty (50%) of the total combined voting power
        of the Company's outstanding securities pursuant to a tender or
        exchange offer made directly to the Company's stockholders.

In  no event, however, shall a Change in Control be deemed to occur
in connection with any public offering of the Common Stock

                  9.       RESTRICTIVE COVENANTS.

                  During the Employment Period:

                            (i) Asbell shall devote ample time  and
energy  to  the  performance of Asbell's duties  described  herein,
except during periods of illness or vacation periods.

                             (ii)  Asbell  shall  not  directly  or
indirectly provide services to or through any person, firm or other
entity except the Company, unless otherwise authorized by the Board
in writing.  The Company does, however, reserve the right to demand
Asbell's registration from those same Boards, if in the opinion  of
the  CareDecision  CEO, continued membership  on  those  Boards  by
Asbell  diminishes  his  ability to  execute  his  responsibilities
identified within this Agreement; or if continued association  with
those  organizations  becomes  detrimental  to  the  goals  of  the
Company;  or  if  continued membership represents  a  conflict,  or
potential conflict, with the business activities, or objectives, of
CareDecision.

                            (iii)  Asbell, however, shall have  the
right  to  perform  such incidental services as  are  necessary  in
connection with (a) Asbell's private passive investments, but  only
if  Asbell is not obligated or required to (and shall not in  fact)
devote  any  managerial efforts which interfere with  the  services
required  to  be  performed by her, or (b) Asbell's  charitable  or
community  activities,  or participation in trade  or  professional
organizations,  but  only  if  such  incidental  services  do   not
interfere with the performance of Asbell's service to the Company.


                   10.        NON-COMPETITION DURING THE EMPLOYMENT
PERIOD.

                  Asbell  acknowledges and agrees  that  given  the
extent  and  nature of the confidential and proprietary information
he  will obtain during the course of his business relationship with
the   Company,  it  would  be  inevitable  that  such  confidential
information  would  be disclosed or utilized by  Asbell  should  he
obtain  employment  from, or otherwise become associated  with,  an
entity  or person that is engaged in a business or enterprise  that
directly competes with the Company.

   Consequently,  during any period for which Asbell  is  receiving
compensation  from  the Company, Asbell shall  not,  without  prior
written  consent of the Company's Board of Directors,  directly  or
indirectly  own, manage, operate, join, control or  participate  in
the  ownership, management, operation or control of, or be employed
by or connected in any manner with, any enterprise which is engaged
in any business competitive with or similar to that of the Company;
provided,  however, that such restriction shall not  apply  to  any
passive  investment  representing an  interest  of  less  than  two
percent  (2%) of an outstanding class of publicly-traded securities
of  any  Company or other enterprise which is not, at the  time  of
such  investment,  engaged  in  a  business  competitive  with  the
Company's business.

                  11.      NON-SOLICITATION.

     During  the  Employment Period and for one (1) year  following
termination  of Asbell's employment, Asbell shall not encourage  or
solicit  any  of  the  Company's employees to leave  the  Company's
employ  for  any  reason  or interfere  in  an  other  manner  with
employment  relationships at the time existing between the  Company
and its employees.  In addition, Asbell shall not solicit, directly
or  indirectly, business from any client of the Company,  including
any  of  the Company's clients to terminate their existing business
relationship  with the Company, or interfere in  any  other  manner
with an existing business relationship between the Company and  any
client or other third party.

       Asbell  acknowledges  that  monetary  damages  may  not   be
sufficient  to compensate the Company for any economic loss,  which
may   be  incurred  by  reason  of  his  breach  of  the  foregoing
restrictive  covenants.  Accordingly, in  the  event  of  any  such
breach,  the Company shall, in addition to the termination of  this
Agreement  and  any remedies available to the Company  at  law,  be
entitled  to  obtain equitable relief in the form of an  injunction
precluding Asbell from continuing such breach.

                  12.      SUCCESSORS AND ASSIGNS.

                   This  Agreement is personal in  its  nature  and
Asbell  shall  not  assign  or  transfer  his  rights  under   this
Agreement.  The  provisions of this Agreement shall  inure  to  the
benefit of, and be binding on each successor of the Company whether
by  merger,  consolidation, transfer of all  or  substantially  all
assets,  or  otherwise and the heirs and legal  representatives  of
Asbell.


/38/


                  13.      NOTICES.

                   Any  notices,  demands or  other  communications
required  or desired to be given by any party shall be  in  writing
and  shall  be  validly  given to another party  if  served  either
personally or if deposited in the United States mail, certified  or
registered,  postage  prepaid, return receipt  requested.  If  such
notice,  demand or other communication shall be served  personally,
service  shall  be  conclusively deemed made at the  time  of  such
personal service. If such notice, demand or other communication  is
given by mail, such notice shall be conclusively deemed given forty-
eight  (48)  hours after the deposit thereof in the  United  States
mail  addressed to the party to whom such notice, demand  or  other
communication is to be given as hereinafter set forth:



      To the Company:

      Robert Cox, President
      CareDecision Corporation
      2 Penn Plaza, 15th Floor, Ste. 1500-53
      New York, NY 10121


      To Barbara Asbell:

      Barbara Asbell
      2043 Sunridge Drive
      Ventura, CA. 93003

Any  party  may  change  its address for the purpose  of  receiving
notices,  demands  and  other communications by  providing  written
notice  to  the  other  party  in  the  manner  described  in  this
paragraph.

                  14.      GOVERNING DOCUMENTS.

                  This Agreement along with the documents expressly
referenced  in  this Agreement constitute the entire agreement  and
understanding of the Company and Asbell with respect to  the  terms
and  conditions  of Asbell's employment with the  Company  and  the
payment  of  severance  benefits  and  supersedes  all  prior   and
contemporaneous  written  or verbal agreements  and  understandings
between  Asbell  and the Company relating to such  subject  matter.
This Agreement may only be amended by written instrument signed  by
Asbell and an authorized officer of the Company. Any and all  prior
agreements, understandings or representations relating to  Asbell's
relationship with the Company are terminated and cancelled in their
entirety and are of no further force or effect.

                  15.      GOVERNING LAW.

                    The  provisions  of  this  Agreement  will   be
construed and interpreted under the laws of the State of Nevada. If
any  provision of this Agreement as applied to any party or to  any
circumstance   should  be  adjudged  by  a   court   of   competent
jurisdiction  to  be  void or unenforceable  for  any  reason,  the
invalidity of that provision shall in no way affect (to the maximum
extent permissible by law) the application of such provision  under
circumstances  different from those adjudicated by the  court,  the
application  of  any  other provision of  this  Agreement,  or  the
enforceability or invalidity of this Agreement as a  whole.  Should
any  provision  of  this  Agreement become or  be  deemed  invalid,
illegal  or  unenforceable in any jurisdiction  by  reason  of  the
scope,  extent  or  duration of its coverage, then  such  provision


/39/


shall  be  deemed  amended to the extent necessary  to  conform  to
applicable  law  so  as  to be valid and enforceable  or,  if  such
provision  cannot  be  so amended without materially  altering  the
intention of the parties, then such provision will be stricken  and
the  remainder of this Agreement shall continue in full  force  and
effect.

                  16.      REMEDIES.

                  All rights and remedies provided pursuant to this
Agreement  or  by  law shall be cumulative, and no  such  right  or
remedy shall be exclusive of any other. A party may pursue any  one
or  more  rights  or  remedies hereunder or  may  seek  damages  or
specific  performance  in  the  event  of  another  party's  breach
hereunder or may pursue any other remedy by law or equity,  whether
or not stated in this Agreement.

                  17.      NO WAIVER.

                   The  waiver by either party of a breach  of  any
provision of this Agreement shall not operate as or be construed as
a waiver of any later breach of that provision.

                  18.      COUNTERPARTS.

                   This Agreement may be executed in more than  one
counterpart, each of which shall be deemed an original, but all  of
which together shall constitute but one and the same instrument.


CareDecision Corporation

/s/ Robert Cox
--------------------------------
By:  Robert Cox
Title: President



/s/ Barbara Asbell

--------------------------------
By:  Barbara Asbell


/40/


Exhibit 5.3



              The Law offices of thomas c. cook, ltd.
                 4955 s. durango drive, suite 214
                      las vegas, nevada 89113

THOMAS C. COOK, ESQ.
PHONE (702) 952-8519
FAX (702) 952-8521

TCCESQ@AOL.COM

                                  August 13, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  CareDecision Corporation
     Registration Statement on Form S-8

Gentlemen:

     We have been requested by CareDecision Corporation, a Nevada
corporation (the "Company"), to furnish you with our opinion as to
the matters hereinafter set forth in connection with the above-
captioned registration statement (the "Registration Statement")
covering an aggregate of 12,750,000 Shares (the "Shares") of the
Company's common stock, par value $.001 per Share offered on behalf
of the Company in connection with the Company's Employment
Agreements between the Company and Tom Poff, Shabnam Shahrabi, Dale
Richter, and Alan Binder, and the Company's Consultant Agreements
between the Company and Dr. Joseph A. Wolf, Leslie-Michelle
Abraham, Thomas Chillemi, Anthony Quintiliano and Barbara Asbell.

     In connection with this opinion, we have examined the
Registration Statement, Annual Report, the Company's Articles of
Incorporation and By-laws, and such other documents as we have
deemed necessary to enable us to render the opinion hereinafter
expressed.

     Based upon and subject to the foregoing, we are of the opinion
that the Shares, when issued in accordance with the Agreements,
will be legally issued, fully paid and non-assessable.

     We render no opinion as to the laws of any jurisdiction other
than the internal laws of the State of Nevada.

     We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our name under
the caption "Legal Opinions" in the prospectus included in the
Registration Statement.


                                   Sincerely,

                                   /s/ Thomas C. Cook

                                   Thomas C. Cook, Esq.


/41/


Exhibit 23.4


                     Beckstead and Watts, LLP
Certified Public Accountants
                                            3340 Wynn Road, Suite B
                                                Las Vegas, NV 89102
                                                       702.257.1984
                                                 702.362.0540 (fax)


              August 12, 2003

Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:

We  hereby  consent to the reference to our firm under the  caption
"Experts"  in  the Registration Statement (Form S-8)  which  grants
options  to  purchase an aggregate of 12,750,000 shares  of  Common
Stock   of   CareDecision   Corporation  under   the   CareDecision
Corporation "2003 Non-Qualified Stock Option Agreement" and to  the
incorporation  by reference therein of our report  dated  April  4,
2003,  with  respect  to the financial statements  of  the  Company
included in its annual report for the year ended December 31,  2002
and the quarterly reports filed with the US Securities and Exchange
Commission.

Sincerely,

/s/ Beckstead and Watts, LLP

Beckstead and Watts, LLP




/42/