<PAGE>

                                                                   EXHIBIT 10.32

                                                                  EXECUTION COPY

                        ASSET SALE AND PURCHASE AGREEMENT

                                  BY AND AMONG

                              CENTENE CORPORATION,

                         BUCKEYE COMMUNITY HEALTH PLAN,

                              MERCY HEALTH PARTNERS

                                       AND

                            FAMILY HEALTH PLAN, INC.

                               SEPTEMBER 23, 2003

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                                TABLE OF CONTENTS

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ARTICLE I
         DEFINITIONS.............................................................................................           1

ARTICLE II
         SALE OF ASSETS..........................................................................................           6
         2.1      Sale and Purchase of Assets....................................................................           6
         2.2      Excluded Assets................................................................................           7
         2.3      Exclusion of Certain Contracts.................................................................           8
         2.4      Liabilities....................................................................................           8
         2.5      Purchase Price.................................................................................          10
         2.6      Closing and Closing Date.......................................................................          12
         2.7      Actions to be Taken at Closing.................................................................          12

ARTICLE III
         REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER.....................................................          14
         3.1      Representations and Warranties of Parent and Seller............................................          14
         3.2      Representations and Warranties True and Correct at Closing Date; Breaches......................          23
         3.3      Representations and Warranties True and Correct at Effective Date; Breaches....................          24

ARTICLE IV
         REPRESENTATIONS AND WARRANTIES OF CENTENE AND BUYER.....................................................          24
         4.1      Representations and Warranties of Buyer........................................................          24
         4.2      Representations and Warranties True and Correct at Closing Date; Breaches......................          26
         4.3      Representations and Warranties True and Correct at Effective Date; Breaches....................          26

ARTICLE V
         SURVIVAL................................................................................................          27

ARTICLE VI
         BUYER'S CONDITIONS PRECEDENT TO CLOSING.................................................................          27
         6.1      Instruments of Transfer........................................................................          27
         6.2      Assignment of Provider Agreements..............................................................          27
         6.3      Performance of Conditions Precedent............................................................          27
         6.4      Good Standing Certificate......................................................................          27
         6.5      Buyer's Medicaid Contract......................................................................          28
         6.6      Secretary's Certificates.......................................................................          28
         6.7      Opinion of Seller's Counsel....................................................................          28
         6.8      Incumbency Certificate.........................................................................          28
         6.9      Third Party Approvals and Consents.............................................................          28
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         6.10     Seller's Representations and Warranties True and Correct.......................................          28
         6.11     Governmental Consents and Approvals............................................................          28
         6.12     IBNR Expense Certification.....................................................................          29
         6.13     Litigation.....................................................................................          29
         6.14     Membership.....................................................................................          29
         6.15     Closing Medical Claims Estimate................................................................          29
         6.16     Certain Covenants..............................................................................          30
         6.17     Deliveries.....................................................................................          30

ARTICLE VII
         SELLER'S CONDITIONS PRECEDENT TO CLOSING................................................................          30
         7.1      Agreements.....................................................................................          30
         7.2      Performance of Conditions Precedent............................................................          30
         7.3      Good Standing Certificates.....................................................................          30
         7.4      Secretary's Certificates.......................................................................          30
         7.5      Incumbency Certificate.........................................................................          30
         7.6      Buyer's Representations and Warranties True and Correct........................................          31
         7.7      Litigation.....................................................................................          31
         7.8      Termination/Release of Seller's Medicaid Contract..............................................          31
         7.9      Governmental Consents and Approvals............................................................          31
         7.10     Opinion of Buyer's Counsel.....................................................................          32
         7.11     Miscellaneous..................................................................................          32
         7.12     Deliveries.....................................................................................          32

ARTICLE VIII
         JOINT CONDITIONS PRECEDENT TO CLOSING...................................................................          32
         8.1      Closing of Transactions Under Related Agreements...............................................          32
         8.2      MHP Hospital Contract..........................................................................          32
         8.3      PHO Provider Agreement.........................................................................          32

ARTICLE IX
         ADDITIONAL AGREEMENTS OF SELLER.........................................................................          33
         9.1      Conduct of Business Pending Closing............................................................          33
         9.2      Access to Documents and Premises...............................................................          35
         9.3      Noncompetition and Nonsolicitation.............................................................          35
         9.4      Seller's Employment Issues.....................................................................          36
         9.5      Additional Financial Information...............................................................          37
         9.6      Supplements to Schedules.......................................................................          37
         9.7      Payment of Excluded Liabilities................................................................          37
         9.8      Credentialing..................................................................................          38
         9.9      Joinder in Litigation..........................................................................          38
         9.10     Termination of Incentive Pools/Funds...........................................................          38
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ARTICLE X
         ADDITIONAL AGREEMENTS OF BUYER..........................................................................          38
         10.1     Maintenance of Records.........................................................................          38
         10.2     Local Boards...................................................................................          39

ARTICLE XI
         ADDITIONAL AGREEMENTS OF BUYER AND SELLER...............................................................          39
         11.1     Regulatory Milestones Prior to Closing.........................................................          39
         11.2     Ohio Department of Insurance...................................................................          39
         11.3     Ohio Department for Job and Family Services....................................................          40
         11.4     Ohio Attorney General..........................................................................          40
         11.5     Transition Issues..............................................................................          40
         11.6     Public Information Releases....................................................................          41
         11.7     Cooperation....................................................................................          42
         11.8     ODJFS and Other Required Reporting.............................................................          42
         11.9     On-Site Presence...............................................................................          42
         11.10    Securities Law Compliance......................................................................          42
         11.11    Trademark License Agreement....................................................................          42
         11.12    MHP Hospital Contract and PHO Provider Agreement...............................................          43

ARTICLE XII
         INDEMNIFICATION.........................................................................................          43
         12.1     Indemnification by Parent and Seller...........................................................          43
         12.2     Indemnification by Centene and Buyer...........................................................          44
         12.3     Limitations....................................................................................          45
         12.4     Notice and Right to Defend.....................................................................          45
         12.5     Right of Set-Off...............................................................................          47
         12.6     Covenant Breach................................................................................          47

ARTICLE XIII
         TERMINATION.............................................................................................          47
         13.1     Termination....................................................................................          47
         13.2     Effect of Termination..........................................................................          48
         13.3     Waiver.........................................................................................          49

ARTICLE XIV
         ARBITRATION.............................................................................................          49
         14.1     Conciliation and Mediation.....................................................................          49
         14.2     Arbitration....................................................................................          49
         14.3     Equitable Relief...............................................................................          50

ARTICLE XV
         MISCELLANEOUS...........................................................................................          50
         15.1     Notices........................................................................................          50
         15.2     Waiver.........................................................................................          51
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         15.3     Counterparts...................................................................................          51
         15.4     Headings.......................................................................................          51
         15.5     Severability...................................................................................          51
         15.6     Entire Agreement...............................................................................          51
         15.7     Successors and Assigns.........................................................................          52
         15.8     Governing Law..................................................................................          52
         15.9     HIPAA Compliance...............................................................................          52
         15.10    Cost of Transaction............................................................................          52
         15.11    Further Assurances.............................................................................          53
         15.12    Construction...................................................................................          53
         15.13    Third Parties..................................................................................          53
         15.14    Time is of the Essence.........................................................................          53
         15.15    Confidentiality................................................................................          53
         15.16    Rights Cumulative..............................................................................          54
         15.17    Amendments.....................................................................................          54
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                                                                  EXECUTION COPY

                        ASSET SALE AND PURCHASE AGREEMENT

         THIS ASSET SALE AND PURCHASE AGREEMENT ("Agreement") is made and
entered into as of this 23th day of September, 2003 ("Execution Date"), by and
among Buckeye Community Health Plan, a Ohio health insuring corporation and
wholly-owned subsidiary of Centene ("Buyer"), Centene Corporation, a Delaware
corporation ("Centene"), Mercy Health Systems - Northern Region d/b/a Mercy
Health Partners, an Ohio non-profit corporation ("Parent") and Family Health
Plan, Inc., an Ohio non-profit corporation and wholly-controlled subsidiary of
Parent ("Seller").

                                   RECITALS:

         A.       Seller is a second tier subsidiary of Parent, recognized as
income tax-exempt under Code Section 501(c)(3), organized to develop, promote,
maintain and operate as a health maintenance organization and to provide
services as a third party administrator of claims for various affiliated
entities, in accordance with applicable law and regulation.

         B.       Seller is licensed as a health insuring corporation ("HIC") by
the Ohio Department of Insurance ("ODI"). As part of the transactions
contemplated herein, Buyer is applying to be licensed as an HIC by ODI.

         C.       Seller's HIC operations are comprised of several business
segments, including a commercial HIC business, which was recently sold, and a
managed-care business pursuant to the Seller's Medicaid Contract with the Ohio
Department for Job and Family Services ("ODJFS").

         D.       Seller desires to sell, assign, and deliver to Buyer, and
Buyer desires to purchase, accept assignment of, and accept delivery from Seller
of, the Medicaid Business with the Medicaid Members being re-enrolled with
Buyer, as well as other related assets described herein.

         E.       Buyer and Seller executed a Confidentiality Agreement dated
June 23, 2003 (the "Confidentiality Agreement") and Letter of Intent dated
August 15, 2003 (the "Letter of Intent") relating to the transactions set forth
in this Agreement.

         F.       Buyer and Seller wish to set forth the terms and conditions
under which Buyer will buy and Seller will sell, or cause to be sold, the assets
of the Medicaid Business.

         NOW, THEREFORE, for and in consideration of the above recitals and the
representations, warranties, mutual covenants, and agreements herein expressed,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby expressly acknowledged, the parties hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         In addition to certain terms defined elsewhere in this Agreement, the
following terms shall be defined as set forth below.

<PAGE>

         1.1      "Affiliates" means (i) any Person directly or indirectly
controlling, controlled by or under common control with another person where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting
securities, by contract or otherwise; and (ii) any Person owning or controlling
10% or more of the outstanding voting securities of such other Person.

         1.2      "Applicable Rate" means the Prime Rate plus 1%.

         1.3      "Assets" means the assets of Seller that are being acquired by
Buyer as set forth in Section 2.1 of this Agreement.

         1.4      "Benefit Plan" means any (i) nonqualified deferred
compensation or retirement plan or arrangement, whether or not funded and
whether or not terminated, (ii) qualified defined contribution retirement plan
or arrangement that is an employee pension benefit plan under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not
funded and whether or not terminated, (iii) qualified defined benefit retirement
plan or arrangement which is an employee pension benefit plan under ERISA,
whether or not funded and whether or not terminated, or (iv) employee welfare
benefit plan under ERISA or material fringe benefit or other retirement, bonus
or incentive plan or program, whether or not funded and whether or not
terminated.

         1.5      "Books and Records" has the meaning ascribed to in Section
2.1(d).

         1.6      "Buyer's Medicaid Contract" means the contract executed on the
Closing Date by and between ODJFS and Buyer for the Service Area.

         1.7      "Closing" means the closing of the purchase and sale of the
Assets occurring on the Closing Date.

         1.8      "Closing Date" means the date of Closing as determined
pursuant to Section 2.6.

         1.9      "Code" means the Internal Revenue Code of 1986, as amended.

         1.10     "Competing Business" means any health insurance or health
benefit program, including, without limitation, any health maintenance
organization, health care preferred provider organization (or a similar or
related business or expansion into related lines of business because of an
expansion of the State of Ohio Medicaid managed care program) provided by Seller
or any of Seller's Affiliates to Medicaid beneficiaries in the Service Area
through the State of Ohio Medicaid managed care program or any successor program
thereto; provided that any business that Buyer affirmatively elects in writing
not to enter into shall not be considered a competing business.

         1.11     "Confidentiality Agreement" has the meaning ascribed to it in
the recitals.

         1.12     "Effective Date" has the meaning ascribed to it in Section
2.6.1.

         1.13     "Excluded Assets" means those assets of Seller that are
excluded from the transaction that is the subject of this Agreement pursuant to
Section 2.2.

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         1.14     "Excluded Liabilities" means those liabilities of Seller that
are excluded from the transaction that is the subject of this Agreement pursuant
to Section 2.4.2.

         1.15     "Financial Statements" has the meaning set forth in Section
3.1.5 of this Agreement.

         1.16     "First Capitation Date" means the date one (1) day after the
date upon which Buyer receives the First Capitation Payment.

         1.17     "First Capitation Payment" means the first capitation payment
which is received by Buyer directly from ODJFS as a payment for Buyer's own
account.

         1.18     "GAAP" means United States generally accepted accounting
principles as in effect from time to time, consistently applied throughout the
specified period and in the immediately prior comparable period.

         1.19     "Governmental Entity" has the meaning set forth in Section
3.1.4 of this Agreement.

         1.20     "Hired Employee" has the meaning set forth in Section 9.4(b)
of this Agreement.

         1.21     "HIC" has the meaning ascribed to it in the recitals.

         1.22     "IBNR Expenses" means the actuarial estimate of medical
expenses that have been incurred by Medicaid Members but not reported.

         1.23     "In-Scope Employee" has the meaning set forth in Section
9.4(b) of this Agreement.

         1.24     "Intellectual Property" means any of the following in any
jurisdiction throughout the world: patents and patent applications and patent
disclosures, trademarks, trade names, service marks, brand names, Internet
domain names, inventions, copyrights and copyrightable works (including
software), processes, formulae, trade dress, business and product names, logos,
slogans, trade secrets and confidential information, industrial models, designs,
methodologies, computer programs (including all source code) and related
documentation, technical information, manufacturing, engineering and technical
drawings, know-how and all pending applications for and registrations of
patents, trademarks, service marks and copyrights.

         1.25     "Interim Financial Statements" has the meaning set forth in
Section 3.1.5 of this Agreement.

         1.26     "Letter of Intent" has the meaning ascribed to it in the
recitals.

         1.27     "Licensed Trademark" means the mark "FAMILY HEALTH PLAN."

         1.28     "Lien" means any interest in property securing an obligation
owed to, or a claim by, a person other than the owner of the property, whether
such interest is based on the common law, statute or contract, and including but
not limited to the lien or security interest arising from

                                       3

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a mortgage, charge, pledge, assignment, hypothecation, security agreement,
conditional sale or trust receipt or a lease, consignment or bailment for
security purposes or other encumbrance of any nature whatsoever on or with
respect to any cash, property, right to receive income or other assets of any
nature whatsoever.

         1.29     "Medicaid" means medical assistance provided under a state
plan approved under Title XIX of the Social Security Act.

         1.30     "Medicaid Business" means the business of providing managed
care services to Medicaid Members in the Service Area and of receiving from the
State the corresponding premium and other revenue as payment for such services
pursuant to the terms of the Seller's Medicaid Contract.

         1.31     "Medicaid Members" means the persons enrolled under Seller's
Medicaid Contract.

         1.32     "Medicaid Providers" means the physicians, hospitals and other
health care providers that have contracted with Seller and/or Seller's
Affiliates to provide covered health care services to Medicaid Members.

         1.33     "Medical Claim" has the meaning ascribed to it in the Section
11.5.3.

         1.34     "Medical Claims Adjustment Amount" has the meaning set forth
in Section 2.5.2 of this Agreement.

         1.35     "Medical Claims Cap" shall be 88.82% of premium revenues as
set forth in the Medical Claims Schedule.

         1.36     "Closing Medical Claims Estimate" shall have the meaning
ascribed to it in Section 2.5.1(b).

         1.37     "Medical Claims Final Amount" has the meaning set forth in
Section 2.5.2 of this Agreement.

         1.38     "Medical Claims Schedule" means the schedule attached hereto
as Exhibit A.

         1.39     "Medical Claims Threshold Amount" shall be $16,671,825.

         1.40     "MHP Hospital Contract" shall mean the agreement by and
between Buyer and Parent dated as of the date hereof.

         1.41     "OAG" has the meaning ascribed to it in Section 6.11.

         1.42     "ODI" has the meaning ascribed to it in the recitals.

         1.43     "ODJFS" has the meaning ascribed to it in the recitals.

         1.44     "Person" means an individual, a partnership, a corporation, an
association, a limited liability company, a joint stock company, a trust, a
joint venture, an unincorporated

                                       4

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organization, a governmental entity or any department, agency or political
subdivision thereof or any other entity.

         1.45     "PHO Provider Agreement" shall mean the agreement by and
between Mercy Health Systems PHO, Inc. and Buyer dated as of the date hereof.

         1.46     "Prime Rate" shall mean the rate that is published in the Wall
Street Journal from time to time as the prime lending rate as in effect from
time to time.

         1.47     "Provider Agreements" means the written agreements for the
provision of health care services to Medicaid Members that have been executed by
and between providers, including, without limitation, those with physicians,
hospitals, ancillary and other institutional providers, laboratories, vision
providers, behavioral health providers, durable medical equipment services
providers, and provider HICs, and Seller.

         1.48     "Purchase Price" has the meaning ascribed to it in Section
2.5.1.

         1.49     "Regulations" means the income tax regulations, including
temporary regulations, promulgated under the Code, as such regulations are
amended from time to time.

         1.50     "Seller's Medicaid Contract" means the contract(s) executed by
and between ODJFS and Seller in effect as of the date of this Agreement for the
Service Area.

         1.51     "Seller's Permits" has the meaning ascribed to it in Section
3.1.7.

         1.52     "Service Area" means the Lucas County, Ohio, service area
designated by ODJFS, for purposes of the Medicaid program.

         1.53     "State" means the State of Ohio.

         1.54     "Taxes" means all federal, state, local and foreign income,
employment, franchise, capital stock, excise, gross receipts, sales, use,
property, real estate and stamp taxes, license, occupation, premium, windfall
profits, environmental (including under Code Section 59A), withholding, social
security (or similar), unemployment, disability, transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax of any kind
whatsoever, whether computed on a separate or consolidated, unitary or combined
basis or in any other manner; payments in lieu of taxes, levies, duties,
assessments and fees of any nature or other taxes of any kind whatsoever,
together with all related penalties, fines or additions to tax or interest
thereon, whether disputed or not and including any obligation to indemnify or
otherwise assume or succeed to the Tax liability of any other Person.

         1.55     "Tax Returns" means any returns, reports, forms, declarations,
claims for refund, information reports, amended returns or other documents
(including any related or supporting schedules, supporting statements or
information) filed or required to be filed in connection with the determination,
assessment or collection of any Person or the administration of any laws or
regulations or, administrative requirements relating to any Taxes.

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<PAGE>

                                   ARTICLE II
                                 SALE OF ASSETS

         2.1      Sale and Purchase of Assets.

         Seller hereby agrees to sell transfer, convey, assign and deliver to
Buyer, or cause to be sold, transferred, conveyed, assigned and delivered to
Buyer, free and clear of all Liens and encumbrances of any kind, and Buyer
hereby agrees to purchase and accept assignment from Seller or Seller's
Affiliates, for payment of the Purchase Price specified in Section 2.5, all of
the legal and beneficial right, title and interest in, to and under Assets of
every kind and description that are owned and used by Seller in the operation of
or necessary and/or material to the Medicaid Business in the Service Area, or
owned by Seller's Affiliates including, without limitation, the following:

         (a)      All of Seller's rights to continue to operate the Medicaid
                  Business under the Seller's Medicaid Contract, including but
                  not limited to all rights to provide ODJFS prescribed health
                  services to Medicaid Members and the corresponding right to
                  receive capitation payments, premium payments, delivery
                  supplemental payments, and any other revenues payable by ODJFS
                  with respect to such members from and after the Effective
                  Date;

         (b)      Seller's rights, title and interests in the Provider
                  Agreements that are listed on Schedule 2.1(b) (the "Purchased
                  Provider Agreements"), as may be amended prior to the Closing
                  through terminations, expirations, and additions made in the
                  ordinary course of business, but to the extent that there are
                  parties to any particular Provider Agreement other than Seller
                  and the provider, Seller shall arrange to have the Provider
                  Agreement amended or otherwise restructured as necessary for
                  Buyer to receive substantially all of the benefits and to
                  assume substantially all of the performance obligations
                  accruing or arising with respect to periods after the
                  Effective Date previously assumed by Seller under such
                  Provider Agreement. To the extent the Medicaid Providers will
                  continue to provide services to Seller for other products on
                  and after the Effective Date, the acquisition of the Provider
                  Agreements shall be pursuant to a partial assignment only,
                  solely with respect to the Medicaid portion of such Provider
                  Agreements;

         (c)      All of Seller's rights, title and interests in all other
                  contracts of Seller which relate to the Medicaid Business and
                  are listed on Schedule 2.1(c), as may be amended prior to the
                  Closing through terminations, expirations, and additions made
                  in the ordinary course of business (the "Other Contracts", and
                  collectively with the Provider Agreements and the Seller's
                  Medicaid Contract, the "Business Contracts");

         (d)      Originals of or true and correct copies of financial and other
                  books, records, information and title documents necessary for
                  Buyer to operate the Medicaid Business (the "Books and
                  Records");

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<PAGE>

         (e)      Books and Records pertaining to transferred Medicaid Members,
                  including lists of all names, addresses, identification
                  numbers, provider data, and copies (electronic and/or hard
                  copy) of all books and records maintained for such members,
                  including medical and claim histories;

         (f)      Books and Records pertaining to Providers, including without
                  limitation lists of all of Seller's Medicaid Providers for the
                  Medicaid Members, the Purchased Provider Agreements,
                  containing names, addresses, and other data maintained for
                  each provider;

         (g)      Originals of or true and correct copies of all of the
                  credentialing files and supporting or related documentation
                  for any non-PHO Medicaid Provider;

         (h)      Medical management materials, including copies of policies and
                  procedures used in connection with the Medicaid Business;

         (i)      Rights and interests of every kind relating to the Assets
                  and/or the ownership of the Medicaid Business that arise or
                  accrue after the Effective Date, including payments of any
                  kind by or on behalf of Medicaid Members, refunds, causes of
                  action, and rights of recovery, except to the extent such
                  claims and rights relate exclusively to an Excluded Liability;

         (j)      All Intellectual Property (including goodwill and other
                  intangibles) used in connection with the Medicaid Business,
                  including without limitation all software service code and
                  object code and the Licensed Trademark, along with all income,
                  royalties, damages and payments arising therefrom that are due
                  and payable to Seller on or after the Effective Date;

         (k)      All rights to Medicaid Member outreach programs, including but
                  not limited to the procedures, methods, and materials for
                  member outreach utilized by Seller in the Service Area prior
                  to the Effective Date; and

         (l)      Seller's existing stock of pre-printed advertising brochures,
                  marketing materials, literature, form contracts, form
                  certificates of coverage, membership handbooks and other
                  pre-printed materials related to the Medicaid Business, to be
                  utilized by Buyer consistent with Section 11.5.2 of this
                  Agreement.

         2.2      Excluded Assets.

         The following assets of Seller are not included in the defined term
"Assets," and they are not being transferred or assigned to Buyer under this
Agreement. They are considered "Excluded Assets."

         (a)      Seller's rights, title and interests in the real property
                  owned or leased by Seller or Seller's Affiliates;

         (b)      Seller's rights, title and interests in its contracts of
                  employment;

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<PAGE>

         (c)      Right, title and interests in Seller's Medicaid Contract
                  (including retroactive additions (net of deductions)),
                  including accounts receivable;

         (d)      Except as otherwise set forth in this Agreement, Seller's
                  rights, title and interests in contracts not assigned pursuant
                  to the terms of this Agreement ("Excluded Contracts");

         (e)      Seller's rights, title and interests in the insurance policies
                  or programs covering Seller, its officers, directors,
                  employees and agents, and any claims for refunds or recoveries
                  under any insurance policies or programs;

         (f)      Seller's rights, title and interests in claims against third
                  parties arising with respect to acts and omissions occurring
                  on dates prior to the Effective Date, if any;

         (g)      All cash, cash equivalents, and statutory deposits of Seller
                  relating to the Medicaid Business; and

         (h)      All other assets listed on Schedule 2.2(h).

         Exclusion of Certain Contracts.

         Notwithstanding anything to the contrary contained in this Agreement,
Buyer shall have the right, in its sole discretion, from the date hereof until
seven (7) days prior to the Effective Date, to specifically exclude any Business
Contract, as Buyer shall specify in a written notice to Seller, whereupon such
contract or contracts shall, to the extent excluded, cease to be "Assets"
hereunder and shall become "Excluded Assets" and thereby be excluded from the
Assets; provided that such exclusions shall not result in an adjustment to the
Purchase Price.

         2.4      Liabilities.

         2.4.1    Assumed Liabilities.

         As of the Effective Date, Buyer shall assume the direct obligation to
pay, discharge, and perform, as appropriate, only those liabilities specifically
identified herein (collectively, the "Assumed Liabilities") which are as
follows: any and all liabilities and obligations arising with respect to periods
after the Effective Date under the Buyer's Medicaid Contract, including, without
limitation, all obligations to pay and administer payment under the Provider
Agreements for covered services rendered to Medicaid Members after the Effective
Date, excepting, however any obligation for claims for payment for services
rendered to Medicaid Members who, subject to Section 2.4.4 hereof, have been
admitted, on or prior to the Effective Date and continuing through such Medicaid
Members' discharge.

         2.4.2    Liabilities Not to be Assumed.

         Buyer shall not assume and shall not be obligated to pay, discharge or
perform any obligations and liabilities of Seller or Seller's Affiliates
relating to the Medicaid Business or any other business not listed in Section
2.4.1 of this Agreement, regardless of whether such

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<PAGE>

obligation arises before or after the Effective Date, including, without
limitation, the following (collectively, "Excluded Liabilities"):

         (a)      Any and all liabilities or obligations of Seller or Seller's
                  Affiliates in connection with the Medicaid Business, whether
                  reported or unreported, arising or accruing prior to the
                  Effective Date, including without limitation, any liability
                  for contractual obligations under the Seller's Medicaid
                  Contract arising prior to the Effective Date, which shall
                  include but not be limited to, Medical Claims (whether
                  incurred under a Provider Agreement or otherwise) for services
                  rendered to Medicaid Members on or prior to the Effective Date
                  and claims of Medicaid Members who are hospitalized, or,
                  subject to Section 2.4.4 hereof, whose admission has been
                  authorized (which admissions Seller will list on Schedule
                  2.4.2(a) to this Agreement to be provided to Buyer one (1)
                  Business Day prior to Effective Date) and which Seller
                  represents, prior to the Effective Date through the date of
                  discharge for such members;

         (b)      Any and all liabilities of Seller, Seller's Affiliates or any
                  third party, whether currently known or unknown, with respect
                  to claims or potential claims for medical malpractice or
                  professional liability with respect to the Medicaid Business
                  arising out of or accruing from or relating to the Medicaid
                  Business prior to the Effective Date in each case regardless
                  of when the claim is asserted;

         (c)      Any and all liabilities of Seller, Seller's Affiliates or any
                  third party, whether currently known or unknown, relating to
                  litigation or claims of any kind or nature with respect to the
                  Medicaid Business arising out of or accruing from or relating
                  to the Medicaid Business prior to the Effective Date, in each
                  case regardless of when the claim is asserted;

         (d)      Liabilities arising from relating to or in connection with the
                  Excluded Assets;

         (e)      Liabilities that do not relate to the Medicaid Business;

         (f)      Liabilities which are not otherwise directly related to the
                  Assets and Assumed Liabilities;

         (g)      Liabilities arising from, related to or in connection with any
                  of Seller's expenses related to the transactions contemplated
                  by this Agreement;

         (h)      Liabilities arising from, related to or in connection with any
                  cure or other amount payable with respect to the assignment of
                  any contractual obligation to Buyer hereunder;

         (i)      Any liability of any kind to, or with respect to, Seller's
                  employees, including without limitation, salaries or
                  compensation of any kind, continued employment, vacation or
                  severance pay, or with respect to the Benefit Plans of Seller
                  (including all obligations pursuant to the continuation
                  coverage rules of ERISA Sections 601-608 and Code Section
                  4980B);

                                       9

<PAGE>

         (j)      Any and all Taxes or assessments arising from or related to
                  ownership of the Assets or the conduct of the Medicaid
                  Business prior to the Effective Date, including without
                  limitation (i) any personal property or sales or use taxes,
                  (ii) any liability of Seller for unpaid Taxes of any Person
                  under Treas. Reg. Section 1.1502-6 (or any similar provision
                  of state, local or foreign law), as a transferee or successor,
                  by contract or otherwise; (iii) any liability of Seller for
                  income, transfer, sales, use, and other Taxes arising in
                  connection with the consummation of the transactions
                  contemplated hereby (including any income Taxes arising
                  because Seller is transferring the assets); or (iv) any other
                  Taxes or assessments payable by Seller;

         (k)      Any and all retroactive subtractions to premium earned by
                  Seller for periods prior to Effective Date and related to the
                  Medicaid Business; and

         (l)      Any and all Losses against which Seller agrees to indemnify
                  Buyer pursuant to Article XII of this Agreement.

         2.4.3    Transfer Taxes; Recording Fees.

         Seller and Buyer share the burden equally of all of the cost of any and
all sales, use, transfer or other similar taxes imposed as a result of the
consummation of the transactions between Buyer and Seller contemplated by this
Agreement.

         2.4.4    Authorized Admissions.

         With respect to claims for payment for services rendered to Medicaid
Members whose in-patient hospital admission has been authorized by Seller prior
to the Effective Date (and regardless of date of discharge), Seller shall be
responsible for all admissions occurring prior to the Effective Date. Buyer
shall have the right to review authorizations within 30 days of the Effective
Date to determine whether the requested treatment or services are medically
necessary and appropriate and consistent with the policies and procedures
developed under Section 11.5.1 Seller and Buyer agree that all such admissions,
whether pre-Closing or post-Closing shall be handled in the ordinary course of
business and consistent with the policies and procedures developed under Section
11.5.1.

         2.5      Purchase Price.

         2.5.1    Determination of Purchase Price.

         (a)      Subject to the terms and conditions of this Agreement, in
                  consideration of the sale, transfer, assignment, conveyance
                  and delivery of the Assets and the covenants and conditions
                  contained herein, Buyer or Centene shall (i) assume the
                  Assumed Liabilities; (ii) subject to delivery of the
                  certificate described in Section 3.3, pay to Seller at the
                  later of the First Capitation Date or the Effective Date by
                  wire transfer of immediately available funds to an account
                  specified to Buyer by Seller in writing at least two (2)
                  Business Days before the Effective Date, an amount equal to
                  the sum of (1) number of Medicaid Members enrolled with Seller
                  on the Effective Date multiplied by $203, plus (2) $1,500,000
                  to be paid directly

                                       10

<PAGE>

                  to Parent for the MHP Provider Agreement and the non-compete
                  provisions of this Agreement, (subject to adjustment as
                  provided herein for the Medical Claims Adjustment Amount)(the
                  "Purchase Price").

         (b)      Within five (5) Business Days prior to the Closing Date, Buyer
                  and Seller shall in good faith jointly prepare an estimate of
                  the actual year-to-date Medical Claims as of the most recent
                  month, as available, prior to the Closing Date (the "Closing
                  Medical Claims Estimate"). Such amount shall be calculated in
                  the same manner and consistent with the methodology used in
                  calculating the amounts set forth in the Medical Claims
                  Schedule (which shall include premium revenue details).

         2.5.2    Medical Claims Adjustment.

         As of the nine-month anniversary of May 31, 2003, the Buyer shall
determine actual Medical Claims incurred with respect to the Medicaid Business
for the year to date ending on May 31, 2003 (the "Buyer Final Medical Claims
Estimate"). Buyer shall prepare, with the participation of Seller, and send to
Seller within 60 days following the end of such period its computation as to the
Buyer Final Medical Claims Estimate together with any and all working papers
used in making such computations. Such computation shall be made in the same
manner and consistent with the methodology used in calculating the Medical
Claims Schedule. Seller agrees to provide to Buyer all information necessary (as
determined in Buyer's sole reasonable discretion) for such computation. Within
30 days following the receipt of such report, Seller must provide Buyer with
written objection to such report detailing what specific parts of the Buyer
Final Medical Claims Estimate are being disputed. To the extent such written
notice is not delivered within such time-frame, the Buyer Final Medical Claims
Estimate shall become final and binding upon both parties. Any disagreement
between Buyer and Seller that cannot be resolved by the parties within 30 days
after the receipt of Seller's written objections will be resolved by the Seattle
office of Milliman USA (the "Actuarial Firm"). The parties shall have an
opportunity to present their position to the Actuarial Firm and shall cooperate
with the Actuarial Firm in making available to them any records or work papers
requested by the Actuarial Firm. The decision of the Actuarial Firm shall be set
forth in writing and will be conclusive and binding on the parties and subject
to judicial enforcement. Each party shall bear one-half of the cost of the
Actuarial Firm. The final amount determined pursuant to this Section shall be
deemed the "Medical Claims Final Amount."

         Upon the final determination of the Medical Claims Final Amount, to the
extent that such amount exceeds the Medical Claims Threshhold Amount (such
excess defined as the "Medical Claims Adjustment Amount"), Seller shall be
liable for and shall deliver an amount equal to 150% of the Medical Claims
Adjustment Amount to the Buyer by wire transfer of immediately available funds;
provided that such amount shall be payable only if the Medical Claims Final
Amount (when presented as a percentage of premium revenues) exceeds 88.82%.

         2.5.3    Allocation.

         Buyer shall prepare an allocation of the Purchase Price (and all other
capitalized costs) among the Assets in accordance with Code Section 1060 and the
Regulations thereunder (and any similar provision of state, local or foreign
law, as appropriate), which allocation shall be

                                       11

<PAGE>

binding upon Seller. Buyer shall deliver such allocation to Seller and Parent
within 60 days after the Closing Date. Buyer shall report, act and file Tax
Returns (including, but not limited to, Internal Revenue Service Form 8594) in
all respects and for all purposes consistent with such allocation prepared by
Buyer. Seller shall timely and properly prepare, execute, file and deliver all
such documents, forms and other information as Buyer may reasonably request to
prepare such allocation. Neither Buyer nor Seller shall take any position
(whether in audits, Tax Returns or otherwise) which is inconsistent with such
allocation unless required to do so by the applicable law.

         2.6      Closing and Closing Date

         2.6.1    Closing

         Subject to the satisfaction of the conditions set forth herein, the
actions contemplated to consummate the transactions under this Agreement shall
take place on the date of the execution of the Buyer's Medicaid Contract (the
"Closing Date"). The Closing shall take place on the Closing Date at the offices
of Kirkland & Ellis LLP, located at 200 East Randolph Drive, Chicago, Illinois
60601, or at such other location as may be agreed upon by the parties. Subject
to the terms hereof the risk of loss for the Medicaid Business shall pass from
Seller to Buyer, at 12:01 a.m. (Eastern Standard Time, adjusted for daylight
savings time, if applicable) on the first date of enrollment of Medicaid members
under the Buyer's Medicaid Contract (the "Effective Date").

         2.7      Actions to be Taken at Closing.

         Subject to the terms and conditions set forth in this Agreement, at the
Closing:

         2.7.1    Buyer's Deliveries.

         Buyer, and Centene, as applicable, shall deliver to Seller:

         (a)      The Bill of Sale, Assignment and Assumption Agreement,
                  substantially in the form of Exhibit C relating to the Assets
                  conveyed to Buyer hereunder, and such other instruments and
                  agreements, duly executed by Buyer, as may be reasonably
                  necessary to effect Buyer's assumption of the Assumed
                  Liabilities;

         (b)      All necessary consents, estoppels, approvals, authorizations
                  or other documents from third parties in a form reasonably
                  satisfactory to Seller required to be obtained by Buyer under
                  the terms of this Agreement;

         (c)      Copies of the resolutions duly adopted by the Board of
                  Directors of Buyer authorizing Buyer's execution, delivery and
                  performance of this Agreement and of all documents related
                  hereto or contemplated herein;

         (d)      Such other documents as reasonably required by Seller to
                  complete the transactions contemplated hereunder; and

         (e)      Each of the items required under Article VII.

                                       12

<PAGE>

         2.7.2    Seller's Deliveries.

         Seller, and Parent, as applicable, shall deliver to Buyer, or to the
extent any Assets are owned by Seller's Affiliates, shall cause Seller's
Affiliates to deliver to Buyer:

         (a)      The Bill of Sale, Assignment and Assumption Agreement,
                  substantially in the form of Exhibit C, conveying all right,
                  title and interest in, to and under the Assets to be conveyed
                  to Buyer hereunder free and clear of all Liens, and such other
                  instruments and agreements, duly executed by Seller, as may be
                  reasonably necessary to effect Seller's assignment of the
                  Assumed Liabilities;

         (b)      All necessary consents, estoppels, approvals, authorizations
                  or other documents from third parties in a form reasonably
                  satisfactory to Buyer required to be obtained by Seller or
                  Seller's Affiliates hereunder;

         (c)      All necessary consents, estoppels, approvals, authorizations
                  or other documents executed by Seller's Affiliates in a form
                  reasonably satisfactory to Buyer which are necessary to convey
                  to Buyer the Assets owned by Seller's Affiliates;

         (d)      A true and correct list of all Medicaid Members who have been
                  authorized by Seller to be admitted for hospitalization on a
                  date following Closing, plus documentation utilized by Seller
                  to make such authorization;

         (e)      Copies of the resolutions duly adopted by the Board of
                  Directors of Seller or Parent authorizing Seller's or Parent's
                  execution, delivery and performance of this Agreement and of
                  all documents related hereto or contemplated herein;

         (f)      Such other documents reasonably required by Buyer to transfer
                  fully the Assets and Assumed Liabilities to Buyer or to
                  complete the transactions contemplated hereunder; and

         (g)      Each of the items required under Article VI.

         2.7.3    Third Party Consents.

         To the extent that Seller's rights under any contracts relating to the
Medicaid Business may not be assigned without the consent of a third party,
which consent has not been obtained prior to Closing, this Agreement shall not
constitute an agreement to assign the same if an attempted assignment would
constitute a breach thereof or be unlawful. Seller, at its expense, shall use
its commercially reasonable efforts to obtain any such required consent as
promptly as possible after Closing. If any such consents are not obtained or if
any attempted assignment would be ineffective or would impair Buyer's rights so
that Buyer would not in effect acquire the benefit of all such rights, Seller,
to the maximum extent permitted by law and by the terms of the applicable
contract(s), at Seller's expense, shall use its reasonable best efforts in
acting as Buyer's agent in order to obtain for Buyer the benefits thereunder,
and shall cooperate, to the maximum extent permitted by law and by the terms of
the applicable contract(s), with Buyer in any other reasonable arrangement
designed to provide the benefits of such contracts to Buyer. Seller shall,
without further consideration therefor, pay and remit to the Buyer promptly all
monies, rights,

                                       13

<PAGE>

and other considerations received in respect of the Buyer's performance of any
obligations, and, at the Buyer's request, shall direct that such payments be
made directly to the Buyer. Without limiting the foregoing, Sellers shall not
terminate any such contract without the prior written consent of Buyer. Buyer
may, from time to time, upon five (5) Business Days' written notice to Seller,
terminate any arrangements which are the subject of this Section 2.7.3 with
respect to periods after such notice, without liability or further obligation to
Seller or any third party.

                                   ARTICLE III
               REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER

         3.1      Representations and Warranties of Parent and Seller.

         As of the Execution Date, Parent and Seller jointly and severally
represent and warrant to Buyer as follows:

         3.1.1    Organization and Good Standing.

         Seller is a non-profit corporation duly organized, validly existing and
in good standing under the laws of the State of Ohio and has all requisite
corporate power and corporate authority to own, lease and operate the Assets and
to carry on the Medicaid Business as it is now being conducted by Seller. Except
as disclosed on Schedule 3.1.1, Seller has no Subsidiary and does not own any
shares of capital stock or other equity of any other Person.

         3.1.2    Authority.

         Each of Parent and Seller has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Seller and Parent, respectively, and, as
necessary, their respective Affiliates. This Agreement constitutes a valid and
binding obligation of both Parent and Seller, enforceable against Parent and
Seller in accordance with its terms, except insofar as enforcement may be
limited by insolvency or similar laws affected the enforcement of creditors'
rights in general, and except as enforceability may be limited by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

         3.1.3    No Violations.

         Except as disclosed a Schedule 3.1.3 (and subject to the receipt of the
governmental authorizations described in Section 6.20 below), the execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, (i) conflict with, or result in, any violation of,
or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of any obligation
or the loss of any benefit under, or the creation of a Lien with respect to, any
portion of the Assets or Assumed Liabilities (any such conflict, violation,
default, right of termination, cancellation or acceleration, loss or creation, a
"Violation"), pursuant to any provision of the Articles of Incorporation or
Bylaws or regulations of Seller or Parent, (ii) result in any Violation of any
contract which constitutes part of the Assets or Assumed Liabilities, (iii)
result in any Violation

                                       14

<PAGE>

of any judgment, order or decree entered with respect to Seller or Parent or to
which the Assets or the Assumed Liabilities are subject, (iv) result in any
Violation of any statute, law, ordinance, rule or regulation applicable to the
Assets or the Assumed Liabilities or (v) provide any Governmental Entity (as
defined below) or Person the right to withdraw, revoke, suspend, cancel,
terminate or modify any consent, license, permit, waiver or other authorization
issued or originated previously.

         3.1.4    No Consents.

         Except as disclosed on Schedule 3.1.4, no other consent, approval,
order or authorization of, or registration, declaration or filing with, any
court, administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign ("Governmental Entity"), is required by or
with respect to Seller in connection with the execution and delivery of this
Agreement by Seller, or the consummation by Seller of the transactions
contemplated hereby.

         3.1.5    Seller's Financial Statements.

         Seller has delivered to Buyer, complete and correct copies of (i) the
audited balance sheets of Seller as of December 31, 2001 and 2002 and those
related audited statements of income and cash flows, for the fiscal years ended
on those dates, together with all footnotes (the "Financial Statements") and
(ii) the unaudited balance sheet and statement of income of Seller for the
period ended on May 31, 2003 (the "Interim Financial Statements"). All of such
financial statements fairly present, in all material respects, as of and for the
periods then ended, as the case may be (subject, in the case of the unaudited
balance sheet and income statement, to normal, recurring adjustments and the
absence of footnotes), the financial position, results of operations and cash
flows of Seller in conformity with GAAP or where inconsistent with GAAP in
conformity with statutory or other accounting practices prescribed or permitted
by the insurance regulatory authorities in the State of Ohio, in each case
applied on a basis consistent throughout the reported periods. Such financial
statements (i) do not contain, as the case may be, any item of extraordinary or
non-recurring income or expense (except as specified therein); and (ii) reflect
all write-offs or necessary revaluation of assets (except as specified therein).
The reserves recorded in the accounting records of Seller for HIC contract
benefits, losses, claims and expenses and any other reserves (i) were prepared
in accordance with the statutory or other actuarial and accounting practices
prescribed or permitted by the insurance regulatory authorities of the State of
Ohio, (ii) make sufficient provisions for all insurance obligations of Seller;
(iii) meet the requirements of any law, rule or regulation applicable to such
reserves and the requirements of Seller's Permits (as defined below); and (iv)
are computed on the basis of assumptions consistent with those used in computing
the corresponding reserves in the prior fiscal year. All payments to and/or
settlements with Medicaid Providers have been accounted for in the appropriate
medical expense reserve account (by category of medical expense) and have been
reflected as a medical expense of Seller.

         3.1.6    Litigation.

         Except as set forth on Schedule 3.1.6, there are no (i) actions, suits,
proceedings, of any kind pending, or governmental investigations of any kind now
pending or threatened in a delivered writing and involving the Assets, the
Medicaid Business, or the Assumed Liabilities,

                                       15

<PAGE>

(ii) actions, suits, demands, investigations or proceedings which is pending or
threatened which questions the validity or propriety of this Agreement or any
action taken or to be taken by Seller or Parent in connection with this
Agreement or (iii) to Seller's or Parent's knowledge, events have occurred or
circumstances exist that are reasonably likely to give rise to or serve as a
basis for the commencement of either (i) or (ii). Seller is not subject to any
judicial injunction or mandate or any administrative order or administrative
restriction directed to or against it as a result of its ownership of the Assets
or its conduct of the Medicaid Business as now or heretofore conducted by it,
and no governmental agency has at any time challenged or questioned in writing,
or commenced or given notice of intention to commence any investigation relating
to, the legal right of Seller to conduct the Medicaid Business or any part
thereof as now or heretofore conducted by it.

         3.1.7    Compliance With Applicable Laws.

         Except as set forth on Schedule 3.1.7, the Medicaid Business is being
conducted in compliance with all applicable laws, rules, ordinances,
regulations, licenses, or judgments, or orders, rules, regulations, licenses,
judgments, or decrees of Governmental Entities, and no condition exists which
with or without notice or passage of time or both shall cause Seller not to
remain in such compliance, nor has Seller received notification from any
Governmental Entity asserting that, with respect to the Medicaid Business, it is
not in compliance with any of the statutes, regulations or ordinances which such
governmental authority enforces, or that the governmental agency or department
is threatening to revoke, suspend or modify any governmental authorization
applicable to the Medicaid Business. Seller has not utilized and does not
utilize brokers or agents in the conduct of the Medicaid Business. Seller holds
all certificates of authority, permits, licenses, consents, certificates, orders
and approvals from all Governmental Entities which are necessary to own or lease
the Assets and operate the Medicaid Business in the manner heretofore conducted
(collectively, "Seller's Permits"), and Seller's Permits are in full force and
effect. Schedule 3.1.7 sets forth a complete and accurate listing of the
Seller's Permits. Seller has filed all statements and reports with insurance
regulatory authorities required by the law, regulations, licensing requirements
and orders administered or issued by such regulatory authorities. No event has
occurred with respect to any of such Seller's Permits which would cause
revocation, termination or suspension of any of such Seller's Permits or give
rise to any obligation on the part of Seller (pre-Closing) or Buyer
(post-Closing) to undertake, or to bear all or any portion of the cost of, any
remedial action of any nature. Seller has not, and none of its executive
officers, directors or employees (in their respective capacities as such) has,
engaged in any activity constituting fraud or abuse under the laws relating to
health care or insurance. Schedule 3.1.7 lists all examinations of Seller
related to the Medicaid Business conducted by a Governmental Entity since
January 1, 2002 and identifies by date any correspondence between such a
Governmental Entity and Seller regarding sanctions, conclusions made and/or
corrective action required or suggested based on such examination.

         3.1.8    Title and Condition of Properties.

         Seller does not own any real property that is used in the Medicaid
Business.

                                       16

<PAGE>

         3.1.9    Absence of Undisclosed Liabilities.

         Except (i) as set forth on Schedule 3.1.9 hereto, (ii) as reflected or
reserved against on the face of the Interim Financial Statements, or (iii) for
obligations or liabilities incurred in the ordinary course of business after the
date of the Interim Financial Statements (none of which results from, arises out
of, relates to, is in the nature of, or was caused by any breach of contract,
breach of warranty, tort, infringement, or violation of law), Seller has no
obligations or liabilities of any nature whatsoever relating to the Medicaid
Business (whether absolute, accrued, contingent, disputed or otherwise and
including, without limitation, deferred Tax liabilities, vacation time or pay,
severance pay, and any other liabilities relating to or arising out of any act,
omission, transaction, circumstance, sale of services, or other condition which
occurred or existed on or before such date); nor does there exist a set of
circumstances relating to the Medicaid Business resulting from transactions
effected or events occurring on or prior to the Closing Date or from any action
omitted to be taken during such period that could reasonably be expected to
result in any such obligation or liability relating to the Medicaid Business.

         3.1.10   Absence of Certain Changes.

         Since December 31, 2002, except (i) as set forth on Schedule 3.1.10,
(ii) for the execution and delivery of this Agreement and changes in Seller's
properties or Medicaid Business attributable to the transactions contemplated or
necessitated by this Agreement, and (iii) as disclosed in Seller's Interim
Financial Statements as previously delivered or to be delivered to Buyer:

         (b)      Seller has not made any material change in its accounting
                  methods or practices or its present fiscal year with respect
                  to its condition, operations, the Medicaid Business, the
                  Assets, or the Assumed Liabilities, except as may be required
                  by statutory accounting principles, in which case Seller has
                  promptly notified Buyer in writing of the nature of and reason
                  for the change;

         (c)      Seller has not executed, amended, or terminated any contract
                  which would affect (either in the aggregate or individually)
                  the Medicaid Business in any material respect to which it is
                  or was a party or by which any of the Assets are bound or
                  affected; amended, terminated or waived any of its rights
                  thereunder; or received notice of termination, amendment, or
                  waiver of any contract or any material rights thereunder;

         (d)      Seller has not permitted any Lien on the Assets;

         (e)      Seller has (i) conducted its Medicaid Business in a
                  commercially prudent manner, as a going concern and in the
                  ordinary course and consistent with the requirements of a
                  non-profit federally tax-exempt organization, and consistent
                  with such operation, complied in all material respects with
                  applicable legal and contractual obligations, consistent with
                  past practice; (ii) used commercially reasonable efforts,
                  consistent with past practice, to preserve the goodwill of its
                  Medicaid Members and its employees; and (iii) not taken any
                  action outside of the

                                       17

<PAGE>

                  ordinary course of business which would tend to cause Medicaid
                  Members to cease their respective affiliations with Seller.

         (f)      Seller has not made or granted any increase in the
                  compensation payable or to become payable by Seller (or for
                  which Seller may have any liability) to any Medicaid Provider
                  with respect to the Medicaid Business;

         (g)      Seller has not failed to use best efforts to pay any medical
                  claim liability or indebtedness relating to the Medicaid
                  Business when due and all such claim liabilities have been
                  properly recorded on the books of Seller;

         (h)      Seller has not suffered (involuntarily or voluntarily), with
                  respect to the Medicaid Business, any adverse changes in
                  condition (financial or otherwise), results of operations,
                  earnings, properties, prospects, or business (including,
                  without limitation, any change in its premium or other
                  revenues, claims or other costs (including IBNR Expenses), or
                  relations with governmental authorities, Medicaid Members,
                  Medicaid Providers, or any of its employees, agents,
                  underwriters, or others);

         (i)      Seller has not incurred or paid any indebtedness, obligation
                  or other liability (contingent or otherwise) relating to the
                  Medicaid Business, except in the ordinary course of its
                  business, consistent with its past practice and in any event
                  not in excess of $125,000 in the aggregate, and there does not
                  exist a set of circumstances that could reasonably be expected
                  to result in any such indebtedness, obligation or liability;

         (j)      Seller has not suffered any strike, dispute, grievance,
                  controversy or other similar labor trouble with respect to
                  employees serving the Medicaid Business;

         (k)      Seller has not instituted, settled, or agreed to settle, any
                  litigation, action or proceeding before any court or
                  Governmental Entity relating to the Medicaid Business;

         (l)      Seller has not made any changes in servicing, billing or
                  collection operations or policies of the Medicaid Business
                  except for outsourcing such operations to Antares Management
                  Solutions under the Agreement dated July 2, 2003;

         (m)      Seller has not merged or consolidated with any other
                  corporation or other entity or permitted any other entity to
                  merge into it (unless the surviving entity is bound by the
                  terms of this Agreement and prepared to perform its
                  obligations hereunder);

         (n)      Seller has not taken or omitted to take any action, or
                  permitted the occurrence of any change or event, which would
                  render any of its representations and warranties contained
                  herein untrue at and as of the Closing Date with the same
                  effect as though such representations and warranties had been
                  made at and as of the Closing Date; and

                                       18

<PAGE>

         (o)      Seller has not entered into any agreement or made any
                  commitment to take any of the types of action described in
                  Section 3.1.10(b) through Section 3.1.10(n) above.

         3.1.11   Contracts.

         Schedule 3.1.11 contains a complete and accurate listing of all of the
Business Contracts (including the Provider Agreements and the Seller's Medicaid
Contract). Each of the Business Contracts is in full force and effect and is
valid and enforceable by Seller in accordance with its terms, except insofar as
enforcement may be limited by bankruptcy, insolvency or similar laws affecting
the enforcement of creditors' rights in general, and except as enforceability
may be limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Seller is not
in default in the observance or the performance of any term or obligation to be
performed by it under any such contract. To Seller's knowledge, no other person
is in material default in the observance or the performance of any term or
obligation to be performed by it under any such contract. Seller has provided
originals or true and correct copies of all such contracts constituting part of
the Assets or Assumed Liabilities.

         3.1.12   Title to and Condition of Assets.

         Seller has good and valid title to the Assets, whether owned or leased,
in each case subject to no right of possession in favor of any third party,
claim or Liens, and except with respect to leased property, the provisions of
the applicable leases. Except as set forth on Schedule 3.1.12, all of the Assets
are useable in the ordinary course of business. Except as described on Schedule
3.1.12, the Assets are suited for and include all assets necessary for the
conduct of the Medicaid Business in a manner consistent with the past custom and
practices of the Seller.

         3.1.13   No Broker or Finders.

         No broker or finder is involved on behalf of Seller or an Affiliate of
Seller in connection with the sale of the Assets, nor may any broker or finder
involved on behalf of Seller claim any commission on account of the sale of the
Assets.

         3.1.14   Operating Data.

         On or prior to the date hereof, Seller has delivered to Buyer certain
of its operating data and certain performance data for the Medicaid Business,
including, without limitation, information with respect to the list of the
Seller's revenue per Medicaid Member and IBNR Expense, all as set forth in the
Schedule 3.1.14 attached hereto; such data accurately and fairly presents the
operations of the Medicaid Business including the income, expenses or
liabilities of the Medicaid Business, and is consistent with the information
contained in the Books and Records (which, in turn, are accurate and complete),
and fairly present the financial condition and results of operations of the
Medicaid Business as of the times and for the periods referred to therein and
has been prepared in accordance with accounting principles consistently applied
throughout the Seller's operation of the Medicaid Business.

                                       19

<PAGE>

         3.1.15   Tax Returns and Tax Liabilities.

         (a)      Seller has timely filed all Tax Returns that it was required
                  to file (including, without limitation, all real and personal
                  property, informational, franchise and withholding Taxes and
                  other Returns); all such Tax Returns were correct and complete
                  in all respects and based on the applicable measure of
                  Seller's operations or Assets during the period in question;
                  and true and correct copies of all such Tax Returns are
                  included in Seller's files.

         (b)      All Taxes owed by Seller (whether or not shown or required to
                  be shown on any Tax Return) have been paid. Seller is not
                  currently the beneficiary of any extension of time within
                  which to file any Tax Return. No claim has ever been made by
                  an authority in a jurisdiction where Seller does not file Tax
                  Returns that it is or may be subject to taxation by that
                  jurisdiction. There are not liens on any of the assets of
                  Seller that arose in connection with any failure (or alleged
                  failure) to pay any Tax.

         (c)      Seller has withheld and paid all Taxes required to have been
                  withheld and paid in connection with any amounts paid or owing
                  to any employee, independent contractor, creditor,
                  stockholder, or other third party, an all Forms W-2 and 1099
                  required with respect thereto have been properly completed and
                  timely filed.

         (d)      Seller has not waived any statute of limitations in respect of
                  Taxes or agreed to any extension of time with respect to a Tax
                  assessment or deficiency.

         (e)      None of the Assumed Liabilities is an obligation to make a
                  payment that is not deductible under Code Section 280G. Seller
                  is not a party to any Tax allocation or sharing agreement.
                  Seller (i) has not been a member of an Affiliated Group filing
                  a consolidated federal income Tax Return (other than a group
                  the common parent of which was Seller) and (ii) has no
                  liability for the Taxes of any Person under Treas. Reg.
                  Section 1.1502-6 (or any similar provision of state, local, or
                  foreign law), as a transferee or successor, by contract or
                  otherwise.

         3.1.16   No Untrue Representation or Warranty.

         No representation or warranty by Seller in this Agreement, nor any
statement or certificate furnished or to be furnished to Buyer pursuant hereto
or in connection with the transactions contemplated hereby contains or will
contain any untrue statement of a material fact.

         3.1.17   Employees and Employee Benefits.

         Schedule 3.1.17 sets forth, with respect to each employee of Seller who
is primarily assigned to the Medicaid Business (a "Medicaid Business Employee"),
such employee's name and position as of July 31, 2003. Seller is not a party to
any written or oral employment contract or agreement with any of such employees
which precludes their termination at will. Except as set forth on Schedule
3.1.17, none of such employees is now, or will by the passage of time hereafter
become, entitled to receive any vacation time, vacation pay or severance pay
attributable to services rendered prior to the Closing Date. There has been no
change of, or

                                       20

<PAGE>

agreement to change, any terms of employment for such employees, including
without limitation, salary, wage rates, commission formulae, or other
compensation, except for normal "merit" raises given in the ordinary course of
business. No such employee has indicated any intention to terminate his or her
employment. There is no union contract or other collective bargaining agreement
in existence affecting Seller or the Medicaid Business, and Seller has not
received notice from the National Labor Relations Board that a petition for
recognition for a collective bargaining unit has been filed by or on behalf of
any of the Medicaid Business Employees, nor is Seller aware of any attempts by
any union to obtain recognition as a bargaining agent in respect thereof and
there have been no grievance disputes or slowdowns. Except as listed in Schedule
3.1.17 Seller does not maintain or contribute to any Benefit Plans on behalf of
Medicaid Business Employees.

         3.1.18   Providers and Provider Agreements.

         (a)      Schedule 3.1.18(a) lists each physician, group, IPA, hospital,
                  PHO, ancillary service provider or other health care service
                  provider that participates in the Medicaid Business as a
                  Medicaid Provider and states their respective effective dates.
                  Each such Medicaid Provider has been credentialed in
                  accordance with Seller's policies and procedures and
                  applicable State regulatory requirements and has entered into
                  a written Provider Agreement with Seller and/or Seller's
                  Affiliates.

         (b)      Except for payment reconciliation disputes in the ordinary
                  course of business, Seller has paid and continues to pay each
                  applicable Medicaid Provider in accordance with the
                  compensation terms that have been, or are, in effect, as
                  applicable, with respect to each Medicaid Provider's contract
                  and in the time required by the Provider Agreements and
                  applicable state law.

         (c)      Schedule 3.1.18(c) lists each Medicaid Provider to whom
                  administrative functions have been delegated and describes all
                  function(s) so delegated. Each agreement for the delegation of
                  administrative functions complies with the requirements of
                  applicable law. Seller has complied and continues to comply
                  with all applicable requirements of law, including those set
                  forth in the Seller's Medicaid Contract, relating to oversight
                  and monitoring of the entities to which Seller has delegated
                  administrative functions.

         (d)      Except as described on Schedule 3.1.18(d), each of the
                  Provider Agreements (i) is, or will be at Closing, freely
                  assignable to Buyer, and (ii) is terminable on less than 180
                  days notice.

         (e)      Except as described on Schedule 3.1.18(e), none of the
                  Provider Agreements (i) requires either Seller or Seller's
                  Affiliates to pay the provider on a most-favored provider
                  basis, (ii) obligates either Seller or Seller's Affiliates to
                  pay access or administrative fees, (iii) requires (or may
                  require) either Seller or Seller's Affiliates to pay bonuses
                  from an incentive compensation pool or fund, or (iv) has a
                  profit-sharing component.

                                       21

<PAGE>

         (f)      Except as described on Schedule 3.1.18(f), none of the
                  Provider Agreements limit the rights of either Seller or
                  Seller's Affiliates to engage in, or to compete with any
                  person in, the Medicaid Business, contains an exclusivity
                  provision restricting either Seller or Seller's Affiliates
                  ability to do business in certain geographical areas, or
                  obligates or binds either Seller or Seller's Affiliates to
                  use, or offer to use, the services of a Medicaid Provider in
                  preference to any other provider.

         (g)      If any of the "physicians" or "physician groups" contracted
                  under the Provider Agreements are placed at "substantial
                  financial risk," as each such term is defined by 42 C.F.R.
                  Section 422.208 et seq. (the "PIP Regulation") in connection
                  with services provided to Medicaid Members, Seller and/or
                  Seller's Affiliates have complied in all material respects
                  with the reporting and enrollee survey requirements of the PIP
                  Regulation.

         (h)      Schedule 3.1.18(h) describes each written complaint received
                  after January 1, 2002 by Seller from a Medicaid Provider and
                  generally describes the nature and disposition of such
                  complaint.

         (i)      Schedule 3.1.18(i) lists each monetary settlement or pending
                  settlement with a health care provider in respect of the
                  Medicaid Business for the periods after January 1, 2002 that
                  is not reflected in Seller's IBNR Expense, as provided to
                  Buyer.

         3.1.19   Status of Provider Agreements.

         With respect to each of the Provider Agreements: (a) the agreement is
legal, valid, binding, enforceable and in full force and effect; (b) upon
obtaining any required third party consents, the agreement will continue to be
legal, valid, binding, enforceable by Seller, and in full force and effect
following the consummation of the Transaction, (c) no party is in breach or
default beyond any applicable grace period, and no event has occurred which with
notice or lapse of time would constitute a breach or default, or permit
termination, modification or suspension under the agreement (without limiting
the foregoing, Seller is not in breach or default of any provision of the
Seller's Medicaid Contract beyond any applicable grace period, and the Provider
Agreements comply with the terms of the Seller's Medicaid Contract and ODJFS
regulations in all material respects), and (d) no party has repudiated any
provision of the agreements. With respect to the Provider Agreements, Seller is
in full compliance with the applicable provisions of the prompt payment of
claims laws.

         3.1.20   Medicaid Members.

         Schedule 3.1.20 describes each written complaint received by Seller
from a Medicaid Member since January 1, 2002.

         3.1.21   Intellectual Property.

         (a)      Schedule 3.1.21 sets forth a complete and correct list of all
                  of the following owned or used (whether pursuant to a written
                  license or otherwise) by Seller in connection with the
                  Medicaid Business: (i) all patented or registered Intellectual

                                       22

<PAGE>

                  Property and all pending patent applications or other
                  applications for registration of Intellectual Property; (ii)
                  all trade names and material unregistered trademarks or
                  service marks; (iii) all material unregistered copyrights,
                  mask works and computer software; and (iv) all licenses or
                  similar agreements or arrangements with respect to
                  Intellectual Property, whether Seller is licensee or licensor
                  of such rights, in each case identifying the subject
                  Intellectual Property and nature of the licensing
                  relationship. All Intellectual Property owned or used by
                  Parent or Seller with respect to the Assets immediately prior
                  to the Closing hereunder will be owned or available for use by
                  Buyer on identical terms and conditions immediately subsequent
                  to the Closing hereunder.

         (b)      Except as set forth in Schedule 3.1.21, (i) Seller owns and
                  possesses all right, title and interest in and to, or has a
                  valid and enforceable right to use via a written license
                  identified on Schedule 3.1.21, all of the Intellectual
                  Property listed on Schedule 3.1.21 and all other Intellectual
                  Property owned or used in connection with the Medicaid
                  Business, free and clear of all Liens, and no claim by any
                  third party contesting the validity, enforceability, use or
                  ownership of any such Intellectual Property has been made, is
                  currently outstanding or, to the Knowledge of Seller, is
                  threatened, and there are no grounds for same, (ii) the
                  Intellectual Property transferred to Buyer in the Assets
                  comprise all Intellectual Property necessary to the Medicaid
                  Business, including without limitation the operation of the
                  Medicaid Business currently conducted and as currently
                  proposed to be conducted, (iii) the loss or expiration of any
                  Intellectual Property owned by, issued to or licensed to
                  Seller with respect to the Medicaid Business has not and would
                  not have an adverse effect, and no such loss or expiration is
                  pending, threatened or reasonably foreseeable, (iv) Seller has
                  not received any notices of, nor is Seller aware of any facts
                  which indicate a likelihood of, any infringement or
                  misappropriation by, or conflict with, any third party with
                  respect to any Intellectual Property owned or used by Seller
                  in connection with the Assets (including, without limitation,
                  any demand or request that Seller license rights from a third
                  party), (v) neither the Seller nor its operation of the
                  Medicaid Business infringes, misappropriates or otherwise
                  conflicts with any rights of any third parties, and Seller is
                  not aware of any infringement, misappropriation or conflict
                  which may occur as a result of the continued operation of such
                  business as currently proposed to be conducted, and (vi) the
                  Intellectual Property owned or licensed to Seller with respect
                  to the Medicaid Business has not been infringed,
                  misappropriated or otherwise misused by any third party.

         3.2      Representations and Warranties True and Correct at Closing
                  Date; Breaches.

         Seller shall execute and deliver to Buyer a certificate signed by an
authorized representative of Seller, dated as of the Closing Date, stating that
each of the representations and warranties of Seller made herein are true and
correct in all material respects as of the Closing Date (provided that
representations and warranties that are as of a specific date shall speak only
as of such date; and provided further that any representation or warranty that
is already modified by "materiality" or "material" or similar words of that
nature shall be true and correct in all respects), or describing the manner in
which such representations and warranties are not true and

                                       23

<PAGE>

correct. If any of the representations and warranties of Seller are not true and
correct in all material respects as of the Closing Date, then Buyer shall be
entitled to indemnification for any and all Losses as provided in Article XII.
If any of the representations and warranties of Seller contained herein are not
true and correct in all material respects as of the Closing Date (provided that
representations and warranties that are as of a specific date shall speak only
as of such date; and provided further that any representation or warranty that
is already modified by "materiality" or "material" or similar words of that
nature shall be true and correct in all respects), then Buyer may terminate this
Agreement without further obligation pursuant to Article XIII. The consummation
of the transactions under this Agreement by Buyer shall not constitute a waiver
of Buyer's rights to indemnification for a breach of a representation or
warranty provided for in this Section.

         3.3      Representations and Warranties True and Correct at Effective
Date; Breaches.

         Seller shall execute and deliver to Buyer a certificate signed by an
authorized representative of Seller, dated as of the Effective Date, stating
that each of the representations and warranties of Seller made herein are true
and correct in all material respects as of the Effective Date (provided that
representations and warranties that are as of a specific date shall speak only
as of such date; and provided further that any representation or warranty that
is already modified by "materiality" or "material" or similar words of that
nature shall be true and correct in all respects), or describing the manner in
which such representations and warranties are not true and correct. If any of
the representations and warranties of Seller are not true and correct in all
material respects as of the Effective Date, then Buyer shall be entitled to
indemnification for any and all Losses as provided in Article XII. The
consummation of the transactions under this Agreement by Buyer shall not
constitute a waiver of Buyer's rights to indemnification for a breach of a
representation or warranty provided for in this Section.

                                   ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF CENTENE AND BUYER

         4.1      Representations and Warranties of Buyer.

         As of the Execution Date, Centene and Buyer jointly and severally
represent and warrant to Seller as follows:

         4.1.1    Organization and Good Standing.

         Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and shall be authorized as of
the Closing Date to do business in Ohio as a foreign corporation, and has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as it is now being conducted.

         4.1.2    Buyer's Authority.

         Each of Centene and Buyer has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Centene and Buyer, respectively.

                                       24

<PAGE>

This Agreement constitutes a valid and binding obligation of both Centene and
Buyer, enforceable against Centene and Buyer in accordance with its terms,
except insofar as enforcement may be limited by insolvency or similar laws
affected the enforcement of creditors' rights in general, and except as
enforceability may be limited by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

         4.1.3    No Brokers or Finders.

         No broker or finder is involved on behalf of Buyer or Centene in
connection with the sale of the Assets, nor may any broker or finder involved on
behalf of Buyer claim any commission on account of the sale of the Assets.

         4.1.4    No Consents.

         Except as disclosed on Schedule 4.1.4, no other consent, approval,
order or authorization of, or registration, declaration or filing with, any
Governmental Entity, is required by or with respect to Buyer in connection with
the execution and delivery of this Agreement by Buyer or Centene, or the
consummation by Buyer or Centene of the transactions contemplated hereby.

         4.1.5    Sufficient Funds.

         Buyer will have, when necessary, funds sufficient to enable Buyer make
the payments required under Section 2.5.

         4.1.6    Regulatory Status.

         Except as set forth on Schedule 4.1.6, Buyer has not received notice
that it is the subject of any investigations or disputes with any Governmental
Entity.

         4.1.7    Litigation.

         Except as set forth on Schedule 4.1.7, there are no actions, suits,
demands, investigations or proceedings which is pending or threatened which
questions the validity or propriety of this Agreement or any action taken or to
be taken by Buyer or Centene in connection with this Agreement

         4.1.8    No Untrue Representation or Warranty.

         No representation or warranty by Buyer in this Agreement, nor any
statement or certificate furnished or to be furnished to Seller pursuant hereto
or in connection with the transactions contemplated hereby, contains or will
contain any untrue statement of a material fact.

         4.1.9    No Legal Bar.

         Except as set forth on Schedule 4.1.9 (and subject to the receipt of
the Closing governmental authorizations described in Section 6.11 below), the
execution and delivery by Buyer of this Agreement does not, and the consummation
of the transactions contemplated

                                       25

<PAGE>

hereby will not, (i) conflict with or violate the Certificate of Incorporation
or Bylaws of Centene or Buyer, or (ii) result in a breach of, result in or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the cancellation or unilateral
modification or amendment of, or accelerate the performance required by, any of
the terms, conditions or provisions of any note, bond, mortgage, indenture, deed
of trust, license, agreement, lease or other instrument, obligation or
arrangement to which Centene or Buyer is a party or to which Centene or Buyer or
any of their respective assets or properties may be subject, or (iii) conflict
with or violate any order, writ, judgment, injunction, decree, award, ruling,
statute, rule or regulation applicable to Centene or Buyer, or any of their
respective material assets, except where any such violation, conflict or default
would not have a material adverse effect on the business of either Centene or
Buyer, taken as a whole.

         4.2      Representations and Warranties True and Correct at Closing
Date; Breaches.

         Buyer shall execute and deliver to Seller a certificate signed by an
authorized representative of Buyer, dated as of the Closing Date, stating that
each of the representations and warranties of Buyer made herein are true and
correct in all material respects as of the Closing Date (provided that
representations and warranties that are as of a specific date shall speak only
as of such date; and provided further that any representation or warranty that
is already modified by "materiality" or "material" or similar words of that
nature shall be true and correct in all respects), or describing the manner in
which such representations and warranties are not true and correct in all
material respects. If any of the representations and warranties of Buyer
contained herein are not true and correct in all material respects as of the
Closing Date then Seller shall be entitled to indemnification for any and all
Losses as provided in Article XII. If any of the representations and warranties
of Buyer contained herein are not true and correct in all material respects as
of the Closing Date (provided that representations and warranties that are as of
a specific date shall speak only as of such date; and provided further that any
representation or warranty that is already modified by "materiality" or
"material" or similar words of that nature shall be true and correct in all
respects), then Seller may terminate this Agreement without further obligation
pursuant to Article XIII. The consummation of the transactions under this
Agreement by Seller shall not constitute a waiver of Seller's rights to
indemnification for a breach of a representation or warranty provided for in
this Section.

         4.3      Representations and Warranties True and Correct at Effective
Date; Breaches.

         Buyer shall execute and deliver to Seller a certificate signed by an
authorized representative of Buyer, dated as of the Effective Date, stating that
each of the representations and warranties of Buyer made herein are true and
correct in all material respects as of the Effective Date (provided that
representations and warranties that are as of a specific date shall speak only
as of such date; and provided further that any representation or warranty that
is already modified by "materiality" or "material" or similar words of that
nature shall be true and correct in all respects), or describing the manner in
which such representations and warranties are not true and correct in all
material respects. If any of the representations and warranties of Buyer
contained herein are not true and correct in all material respects as of the
Effective Date then Seller shall be entitled to indemnification for any and all
Losses as provided in Article XII. The consummation of the transactions under
this Agreement by Seller shall not constitute a

                                       26

<PAGE>

waiver of Seller's rights to indemnification for a breach of a representation or
warranty provided for in this Section.

                                    ARTICLE V
                                    SURVIVAL

         Unless otherwise limited by this Agreement, all of the covenants and
agreements made by the parties to this Agreement shall survive the Closing Date
and continue in full force and effect after the Closing Date without any time
limitation.

         Subject to the limitations set forth in this Agreement, all of the
representations and warranties of of the parties contained in this Agreement
shall survive the Closing Date.

                                   ARTICLE VI
                     BUYER'S CONDITIONS PRECEDENT TO CLOSING

Buyer's agreement to purchase and to pay for the Assets and to assume the
Assumed Liabilities hereunder is subject to compliance with and the occurrence
of each of the following conditions on or before Closing, except as any thereof
may be waived in writing by Buyer:

         6.1      Instruments of Transfer.

         Seller shall have delivered to Buyer on the Closing Date such bills of
sale, endorsements, assignments, deeds and other good and sufficient instruments
of conveyance and transfer as are provided for herein, and any other instruments
in form and substance reasonably satisfactory to Buyer and their counsel as
shall be effective to vest in Buyer all of the right, title and interest of
Seller in, to and under the Assets, free and clear of all Liens.

         6.2      Assignment of Provider Agreements.

         Seller shall have caused the assignment to Buyer of those Provider
Agreements with Medicaid Providers identified by Buyer in Schedule 2.1(b)
hereto; or execution of a contract between Buyer and the relevant third party
Medicaid Provider in a form and substance substantially similar to the relevant
Provider Agreements and reasonably satisfactory to Buyer.

         6.3      Performance of Conditions Precedent.

         All covenants, agreements and conditions contained in this Agreement to
be performed or complied with by Seller on or prior to the Closing Date shall
have been performed or complied with in all material respects.

         6.4      Good Standing Certificate.

         Seller and Parent shall have delivered to Buyer a certificate, executed
by the proper state official, as to the good standing of Seller and Parent in
their respective jurisdiction of incorporation.

                                       27

<PAGE>

         6.5      Buyer's Medicaid Contract.

         Buyer shall have entered into the Buyer's Medicaid Contract.

         6.6      Secretary's Certificates.

         Seller and Parent shall have delivered to Buyer certificates from their
respective secretary or assistant secretary attaching copies of resolutions
authorizing the execution, delivery and performance of this Agreement and all
other documents and the taking of all action required thereunder or in
connection therewith on behalf of Seller and Parent.

         6.7      Opinion of Seller's Counsel.

         Seller shall have furnished the Purchaser with a favorable opinion of
Seller's counsel in the form attached as Exhibit D.

         6.8      Incumbency Certificate.

         Seller and Parent shall have delivered to Buyer certificates of their
respective secretary or assistant secretary certifying the incumbency of each of
Seller's and Parent's officers and their genuine signatures.

         6.9      Third Party Approvals and Consents.

         Seller shall have delivered to Buyer all such written approvals,
consents and waivers of third parties which are required to be obtained in
connection with the transactions contemplated by this Agreement and which are
necessary for the operation of the Business and/or the ownership by Buyer of any
of the Assets, free and clear of all Liens, including, without limitation,
consents for Provider Agreements which are listed on Schedule 3.1.18(d) as
non-assignable or which have not been amended as required hereunder.

         6.10     Seller's Representations and Warranties True and Correct.

         Each and all of representations and warranties (when considered
individually and/or collectively) of Seller set forth in Article III of this
Agreement shall be true and correct in all material respects as of the Execution
Date and as of the Closing Date as though made on and as of the Closing Date
(provided that representations and warranties that are as of a specific date
shall speak only as of such date; and provided further that any representation
or warranty that is already modified by "materiality" or "material" or similar
words of that nature shall be true and correct in all respects). Buyer shall
have received a certificate signed on behalf of Seller by an authorized officer
of Seller to such effect.

         6.11     Governmental Consents and Approvals.

         Buyer and Seller shall have obtained from any and all Governmental
Entities all appropriate and necessary approvals or consents required, or
exemptions thereof to effect the transactions set forth in this Agreement and to
enable Buyer to operate the Medicaid Business. Each of the parties shall use its
best efforts to obtain such approvals, consents or exemptions

                                       28

<PAGE>

without any term or condition that would materially impair the value of the
Medicaid Business or Assets to Buyer. All conditions required to be satisfied
prior to the Closing Date by the terms of such Closing shall have been
satisfied, and all statutory waiting periods in respect of approvals or consents
from Governmental Entities shall have expired or been terminated. The Closing
governmental authorizations shall include, without limitation, the following:

         (a)      Buyer shall have been approved (and to the extent applicable,
                  licensed) by ODI and ODJFS (and any other necessary approval
                  from any other required Government Entity shall have been
                  received), in the Service Areas, and such licensure, where
                  applicable, and approval shall authorize Buyer to acquire the
                  Assets and to provide health care services to the Medicaid
                  Members in the Service Area; and

         (b)      ODI, ODJFS, the Ohio Attorney General ("OAG") and any other
                  required Government Entity shall have consented to ODJFS's
                  execution and delivery to Buyer of a replacement Buyer's
                  Medicaid Contract so as to permit Buyer to have all of the
                  benefits, and provide the services to the Medicaid Members
                  required, under the Seller's Medicaid Contract on
                  substantially similar terms as provided under the Seller's
                  Medicaid Contract prior to the Effective Date.

         6.12     IBNR Expense Certification.

         A detailed schedule of IBNR Expenses for the year to date as of the
last day of the most recent month prior to the Closing for which numbers are
available and, certified by Seller and in form and substance satisfactory to
Buyer, shall be prepared in the same manner and consistent with the methodology
used in calculating the Medical Claims Schedule and delivered at least ten (10)
Business Days prior to Closing.

         6.13     Litigation.

         There shall not have been instituted and be pending any action or
proceeding before any court, governmental agency or other regulatory or
administrative agency or commission, which seeks to restrain, prevent or change
the transactions contemplated hereby or questions the validity of such
transactions.

         6.14     Membership.

         Membership in the Service Area must be equal to or exceed 23,500
Medicaid Members (as determined by ODJFS) as of the Closing Date.

         6.15     Closing Medical Claims Estimate.

         The Closing Medical Claims Estimate as determined in accordance with
Section 2.5.1(b) shall not exceed the Medical Claims Cap.

                                       29

<PAGE>

         6.16     Certain Covenants.

         Seller shall have complied with its obligations in Sections 9.1 and 9.2
in all material respects.

         6.17     Deliveries.

         Seller shall have delivered to Buyer all items set forth in Section
2.7.2. On the Closing Date, Seller shall deliver to Buyer a certificate executed
by a duly authorized officer of Seller to the effect that the conditions set
forth in Articles VI and VIII have been satisfied or waived.

                                   ARTICLE VII
                    SELLER'S CONDITIONS PRECEDENT TO CLOSING

         Seller's agreement to sell and to deliver the Assets to be sold
hereunder is subject to compliance with and the occurrence of each of the
following conditions on or before Closing, except as any thereof may be waived
in writing by Seller.

         7.1      Agreements.

         Buyer shall have executed and delivered to Seller all agreements,
instruments, certificates and other documents to be delivered by Buyer in form
and substance reasonably satisfactory to Seller and their counsel.

         7.2      Performance of Conditions Precedent.

         All covenants, agreements and conditions contained in this Agreement to
be performed or complied with by Buyer on or prior to the Closing Date shall
have been performed or complied with in all material respects.

         7.3      Good Standing Certificates.

         Good standing certificates for Buyer, dated no earlier than 30 days
before the Closing Date, from its state of incorporation and certificate of
license to do business as a foreign corporation in the State of Ohio;

         7.4      Secretary's Certificates.

         Buyer shall have delivered to Seller a certificate from the secretary
or assistant secretary of Buyer attaching copies of resolutions authorizing the
execution, delivery and performance of this Agreement and all other documents
and the taking of all action required thereunder or in connection therewith on
behalf of Buyer.

         7.5      Incumbency Certificate.

         Buyer shall have delivered to Seller a certificate of the secretary or
assistant secretary of Buyer certifying the incumbency of officers of Buyer and
their genuine signatures.

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         7.6      Buyer's Representations and Warranties True and Correct.

         Each and all of the representations and warranties (when considered
individually and/or collectively) of Buyer set forth in Article IV of this
Agreement shall be true and correct in all material respects as of the Execution
Date and as of the Closing Date as though made on and as of the Closing Date
(provided that representations and warranties that are as of a specific date
shall speak only as of such date; and provided further that any representation
or warranty that is already modified by "materiality" or "material" or similar
words of that nature shall be true and correct in all respects). Seller shall
have received a certificate signed on behalf of Buyer by an authorized officer
of Buyer to such effect.

         7.7      Litigation.

         There shall not have been instituted and be pending any action or
proceeding before any court, governmental agency or other regulatory or
administrative agency or commission, which seeks to restrain, prevent or change
the transactions contemplated hereby or questions the validity of such
transactions.

         7.8      Termination/Release of Seller's Medicaid Contract

         Seller shall have obtained evidence from ODJFS as to the termination or
release from obligations under the Seller's Medicaid Contract as of the
effective date of Buyer's Medicaid Contract.

         7.9      Governmental Consents and Approvals.

         Buyer and Seller shall have obtained from any and all Governmental
Entities all appropriate and necessary approvals or consents required, or
exemptions thereof to effect the transactions set forth in this Agreement and to
enable Buyer to operate the Medicaid Business. Each of the parties shall use its
best efforts to obtain such approvals, consents or exemptions without any term
or condition that would materially impair the value of the Medicaid Business or
Assets to Buyer. All conditions required to be satisfied prior to the Closing
Date by the terms of such Closing shall have been satisfied, and all statutory
waiting periods in respect of approvals or consents from Governmental Entities
shall have expired or been terminated. The Closing governmental authorizations
shall include, without limitation, the following:

         (a)      Buyer shall have been approved (and to the extent applicable,
                  licensed) by ODI and ODJFS (and any other necessary approval
                  from any other required Government Entity shall have been
                  received), in the Service Areas, and such licensure, where
                  applicable, and approval shall authorize Buyer to acquire the
                  Assets and to provide health care services to the Medicaid
                  Members in the Service Area; and

         (b)      ODI and ODJFS and any other required Government Entity
                  (including OAG, but only to the extent such failure to obtain
                  such a consent is not due in any material respect to any act
                  or omission of Seller) and any other required Government
                  Entity shall have consented to ODJFS's execution and delivery
                  to Buyer of a replacement Buyer's Medicaid Contract so as to
                  permit Buyer to have all of the

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<PAGE>

                  benefits, and provide the services to the Medicaid Members
                  required, under the Seller's Medicaid Contract on the same
                  terms as provided under the Seller's Medicaid Contract prior
                  to the Effective Date.

         7.10     Opinion of Buyer's Counsel.

         Buyer shall have furnished the Seller with a favorable opinion of
Buyer's counsel in the form attached as Exhibit E.

         7.11     Miscellaneous.

         Buyer shall provide details of the structure and compensation of the
local management, local operating boards and committees to Seller prior to or on
the Closing.

         7.12     Deliveries.

         Buyer shall have delivered to Seller all items set forth in Section
2.7.1. On the Closing Date, Buyer shall deliver to Seller a certificate executed
by a duly authorized officer of Buyer to the effect that the conditions set
forth in Articles VII and VIII have been satisfied or waived.

                                  ARTICLE VIII
                      JOINT CONDITIONS PRECEDENT TO CLOSING

         In addition to the matters set forth in Articles VI and VII, the
Closing hereunder is subject to the occurrence of the following conditions:

         8.1      Closing of Transactions Under Related Agreements.

         Buyer and Seller shall have executed the Bill of Sale, Assignment and
Assumption Agreement, in the form of such agreements attached hereto as Exhibit
C.

         8.2      MHP Hospital Contract.

         Buyer and Parent shall have entered into the MHP Hospital Contract in
form and substance satisfactory to Buyer and Parent.

         8.3      PHO Provider Agreement.

         Buyer and Mercy Health System PHO, Inc. shall have entered into the PHO
Provider Agreement in form and substance satisfactory to Buyer and Parent.

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<PAGE>

                                   ARTICLE IX
                         ADDITIONAL AGREEMENTS OF SELLER

         9.1      Conduct of Business Pending Closing.

         From the Execution Date until the Effective Date, Seller and Buyer
acknowledge and agree that Seller retains control of the Medicaid Business until
the Effective Date and as such Seller agrees that, with respect to the operation
and maintenance of the Medicaid Business, except as otherwise provided under
this Agreement or consented to by Buyer in writing, Seller will:

         (a)      Conduct the Medicaid Business in a commercially prudent
                  manner, as a going concern and in the ordinary course and
                  consistent with the requirements of a non-profit federally
                  tax-exempt organization, and consistent with such operation,
                  comply in all respects with applicable legal and contractual
                  obligations, consistent with past practice;

         (b)      Maintain their cash management practices and their policies,
                  practices and procedures with respect to collection of trade
                  accounts receivable, establishment of reserves for
                  uncollectible accounts, accrual of accounts receivable,
                  prepayment of expenses, payment of trade accounts payable,
                  accrual of other expenses, deferral of revenue, and acceptance
                  of customer deposits in accordance with past custom and
                  practice and applicable accounting principles consistently
                  applied;

         (c)      Seller will modify the medical management policy related to
                  referrals and authorizations that was implemented on January
                  1, 2003 to the satisfaction of Centene and ODJFS. Centene will
                  provide input to Seller regarding the modifications to the
                  referral and authorization policy. Notice of the policy
                  modifications will be sent with the ODJFS member notice and
                  implemented not later than five (5) days prior to the
                  Effective Date;

         (d)      Cause their current insurance policies not to be canceled or
                  terminated or any of the coverage thereunder to lapse, unless,
                  simultaneously with such termination, cancellation or lapse,
                  replacement policies providing coverage equal to or greater
                  than the coverage under the canceled, terminated or lapsed
                  policies to the extent practicable for market premiums are in
                  full force and effect;

         (e)      Maintain the books, accounts, and records of the Medicaid
                  Business in accordance with past accounting practices and GAAP
                  and where inconsistent with GAAP, in conformity with statutory
                  or other accounting practices prescribed or permitted by the
                  insurance regulatory authorities in the State of Ohio and
                  consistent with the custom and practice as used in the
                  preparation of the Financial Statements;

         (f)      Use commercially reasonable efforts, consistent with past
                  practice, to preserve the goodwill of its relationships with
                  Medicaid Members, Medicaid Providers, ODJFS and other
                  regulatory bodies, suppliers, employees and others having
                  business relations with it related to the Medicaid Business;

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<PAGE>

         (g)      Not intentionally take any action outside of the ordinary
                  course of business which would tend to cause Medicaid Members
                  to cease their affiliation with Seller;

         (h)      Administer, pay and discharge all of its medical claim
                  liabilities related to the dates of service prior to the
                  Effective Date, as well as any Excluded Liabilities, and
                  perform all reporting obligations under the Seller's Medicaid
                  Contract;

         (i)      Maintain all contracts including those within the Provider
                  Agreements except for any terminations, expirations and
                  additions occurring in the ordinary course of business,
                  consistent with past practices and in accordance with the
                  terms of the Provider Agreements and with prior written notice
                  to Buyer;

         (j)      Comply in all respects with all regulations and laws
                  applicable to it in the conduct of the Medicaid Business;

         (k)      Maintain, in accordance with past practice, its network of
                  Medicaid Providers, and credential and recredential such
                  providers in accordance with Seller's policies and procedures
                  and NCQA requirements;

         (l)      Maintain in full force and effect all Seller's Permits;

         (m)      Maintain in full force and effect all Intellectual Property
                  used in, related to or necessary to the Medicaid Business;

         (n)      Not permit any Lien, charge or encumbrance on the Assets;

         (o)      Not take any action (or omit to take any action), which action
                  or omission would cause any representation or warranty
                  contained herein to be untrue in any respect at any time
                  through the Effective Date, as if such representation or
                  warranty were made at and as of such time;

         (p)      Not enter into or materially amend any contract, including
                  without limitation the Seller's Medicaid Contract except in
                  the ordinary course of business and consistent with past
                  practices and with prior notice to Buyer;

         (q)      Not intentionally take any action outside of the ordinary
                  course of business which would tend to cause Medicaid Members
                  to cease their affiliation with Seller; or

         (r)      Not take any action which would result in a disclosure under
                  Section 3.1.10(h).

         Seller shall promptly advise Buyer in writing of any material change in
(i) the financial conditions, business or affairs of the Medicaid Business or
Seller, or (ii) the accuracy of the representations and warranties made by
Seller herein.

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<PAGE>

         9.2      Access to Documents and Premises.

         9.2.1    Inspection of Books and Records.

         From the Execution Date through the Effective Date, Buyer, its counsel,
accountants, and other representatives shall, subject to confidentiality
covenants made by Seller to third parties and state and federal antitrust laws,
have the right to inspect the books and records of Seller relating to the
Medicaid Business and the Assets, including inspection (without photocopying) by
Buyer's representatives to the extent possible without waiving any privileges
with respect to information regarding all actions, suits, proceedings or
investigations of any kind, now pending or threatened in writing, involving
Seller or Seller's Affiliates with respect to the Medicaid Business. Any such
inspection shall occur during normal business hours and shall be scheduled by
Buyer and Seller following request for inspection made to Seller. All
inspections shall be conducted by Buyer and Seller in such a manner as to
maximize all applicable privileges. Buyer and its representatives shall use
their best efforts to conduct their inspection in such a manner as not to be
disruptive to Seller's employees or business operations.

         9.2.2    After the Effective Date.

         From and after the Effective Date, Seller shall provide to the
authorized representatives of Buyer at all reasonable times access to the books,
records, information and contracts included within the Assets, as well as books
and records of Seller with respect to the operations of the Medicaid Business
prior to the Closing Date. Seller agrees to deliver to Buyer, not later than
thirty (30) days following the Closing Date, any copies of the books, records,
information and contracts related to the Assets and the Medicaid Business which
are not delivered at Closing. From and after the Closing Date, Buyer shall
provide to the authorized representatives of Seller at all reasonable times
access to the books, records and information transferred to Buyer as part of the
Assets which Seller requires for legal or regulatory purposes.

         9.3      Noncompetition and Nonsolicitation.

         (a)      For a period of five (5) years from and after the Effective
                  Date, neither Parent nor Seller nor their Affiliates will
                  engage directly or indirectly in a Competing Business (which
                  includes the Medicaid Business) in the Service Area; provided,
                  however, that no owner of less than 1% of the outstanding
                  stock of any publicly-traded corporation shall be deemed to
                  engage solely by reason thereof in any such businesses. If the
                  final judgment of a court of competent jurisdiction declares
                  that any term or provision of this Section is invalid or
                  unenforceable, the parties agree that the court making the
                  determination of invalidity or unenforceability shall have the
                  power to reduce the scope, duration, or area of the term or
                  provision, to delete specific words or phrases, or to replace
                  any invalid or unenforceable term or provision with a term or
                  provision that is valid and enforceable and that comes closest
                  to expressing the intention of the invalid or unenforceable
                  term or provision, and this Agreement shall be enforceable as
                  so modified after the expiration of the time within which the
                  judgment may be appealed.

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<PAGE>

         (b)      On and after the date hereof and prior to Effective Date,
                  neither Parent nor Seller nor their Affiliates shall, directly
                  or indirectly, solicit, encourage, facilitate, entertain, or
                  accept (nor permit any of their respective officers,
                  directors, employees, or agents directly or indirectly to
                  solicit, encourage, facilitate, entertain, or accept),
                  including by way of furnishing information, any inquiries or
                  proposals concerning the management or sale of all or any
                  material part of the Medicaid Business or Seller or Parent
                  (but in the case of Parent, only to the extent such a
                  transaction would include the Medicaid Business). Each Party
                  acknowledges and agrees that any remedy at law for breach of
                  the foregoing covenant may be inadequate, and in addition to
                  any other relief which may be available, the non-breaching
                  party shall be entitled to temporary and permanent injunctive
                  relief without the necessity of proving actual damages,
                  posting bond or providing surety, and without regard to the
                  adequacy of any remedy at law. Parent and Seller jointly and
                  severally represent and warrant that as of the date hereof
                  there is no stand-by agreement or back-up contract with
                  respect to the sale of the Medicaid Business and it has
                  terminated any discussions with third parties with respect to
                  such proposed sale.

         (c)      Seller acknowledges that the rights and compensation provided
                  in this Agreement are adequate consideration for the
                  agreements made by Seller in this Section 9.3 and in the
                  non-competition provisions of this Agreement, and that such
                  covenants, and the territorial, time and other limitations
                  with respect thereto, are reasonable and properly required for
                  the adequate protection of Buyer's acquisition of the Assets
                  and the Medicaid Business, and Seller and Parent agrees that
                  such limitations are reasonable with respect to their business
                  activities and do not impose undue hardship on them.

         9.4      Seller's Employment Issues.

         (a)      To the extent required of Seller by applicable law, Seller
                  shall provide all notices relating to the termination of any
                  of its employees, including, without limitation, the notice
                  obligations arising under the Workers Adjustment and
                  Retraining Notification Act ("WARN") and any comparable Ohio
                  laws, the Consolidated Omnibus Budget and Reconciliation Act
                  of 1985 ("COBRA") and the Health Insurance Portability and
                  Accountability Act of 1996 ("HIPAA"). WARN-related liabilities
                  with respect to terminated employees which result from any
                  delay in providing WARN notices to such terminated employees
                  shall be the responsibility of Seller.

         (b)      Seller agrees that, prior to the Effective Date, Buyer shall
                  have the right, but not the obligation, to interview for
                  employment with Buyer any of the Medicaid Business Employees.
                  As of the Effective Date, Buyer shall be permitted to offer
                  employment (and Seller hereby consents to such offer) to such
                  employees as Buyer may, in its sole discretion, choose to hire
                  (and each such Medicaid Business Employee to whom Buyer has
                  made an offer of employment shall be referred to herein as an
                  "In-Scope Employee"). If hired by Buyer, Seller shall
                  terminate all In-Scope Employees as of the Effective Date and
                  shall pay all

                                       36

<PAGE>

                  vacation and severance obligations, if any, to all In-Scope
                  Employees. Each such In-Scope Employee who accepts Buyer's
                  offer of employment shall be referred to herein as a "Hired
                  Employee". Nothing herein shall be deemed to create or to
                  grant to the Hired Employees any third party beneficiary
                  rights or claims or causes of action of any kind or nature.
                  The Hired Employees shall be deemed "new hires, at will" of
                  the Buyer. Buyer shall have no obligation or liability of any
                  kind to any employee of Seller (including any Hired Employee)
                  for employment compensation or benefits of any kind arising or
                  accruing prior to the Effective Date, including, without
                  limitation, any liability or obligation with respect to
                  vacation or severance pay, any Benefit Plans, any EEOC claim
                  or any sexual harassment claim by or against said employee,
                  and Seller shall hold Buyer harmless with respect to any such
                  liability or obligation.

         9.5      Additional Financial Information.

         Seller shall furnish to Buyer within thirty days of the end of each
month prior to Effective Date, unaudited statements of operations and run rate
reports for each such month as well as such management, cost, and utilization
reports (including claims logs and experience reports) that Seller generates and
uses in the normal course of business.

         9.6      Supplements to Schedules.

         Between the date of execution of this Agreement and the Closing Date,
each party shall provide the other party with supplementary information on any
matters previously disclosed on the schedules hereto or otherwise reported to
the other party (including, without limitation, providing Buyer with information
concerning any Medicaid Provider that has terminated, or indicated an intent to
terminate, a Provider Agreement), and each party hereby represents and warrants
that such supplements shall be true, correct and complete in all material
respects as of the date or dates thereof. Such supplements shall constitute
additional representations and warranties and shall be in no way deemed or
construed to modify any representations or warranties previously made, unless
accepted by Buyer and Seller, all of which shall continue in full force and
effect, nor, unless accepted by Buyer and Seller, shall the provision of such
supplements be deemed or construed to cure or otherwise excuse any breach of a
representation or warranty by in the case of Seller under Article III of this
Agreement and in the case of Buyer under Article IV of this Agreement. Nothing
in any schedule attached hereto shall be adequate to disclose an exception to a
representation or warranty made in this Agreement unless such schedule
identifies the exception with particularity and describes the relevant facts in
reasonable detail. Without limiting the generality of the foregoing, the mere
listing (or inclusion of a copy) of a document or other item shall not be
adequate to disclose an exception to a representation or warranty made in this
Agreement, unless the representation or warranty has to do with the existence of
such document or such other item itself.

         9.7      Payment of Excluded Liabilities.

         Seller shall pay, perform and discharge in due course all of its
obligations with respect to the Seller's Medicaid Contract for periods prior to
the Effective Date and any of the Excluded Liabilities including, without
limitation, all liabilities under the Benefit Plans, that, if unpaid,

                                       37

<PAGE>

could subject Buyer to transferee liability or create a Lien on the Assets.
Without limiting the generality of the preceding sentence, Seller shall
specifically administer, pay and run out all of its medical claim liabilities
described in Section 2.4.2(a) hereof and perform all reporting obligations
(including obligations imposed as part of report corrections, responses to State
audits and governmental inquiries) under the Seller's Medicaid Contract (or
imposed as part of the Closing governmental authorizations) in connection with
the performance by Seller of its obligations with respect to the Medicaid
Business for periods prior to the Effective Date. In connection with the
discharge of such claims, to the extent any of the claims payment information
for such claims is received by Buyer after the Effective Date, Buyer shall
promptly forward such information to Seller.

         9.8      Credentialing.

         At Closing, Seller shall deliver to Buyer a schedule which lists on a
month-by-month basis for the twenty-four months following the Effective Date the
Medicaid Providers who are scheduled for recredentialing in such months.

         9.9      Joinder in Litigation.

         If Buyer institutes any action or proceeding (whether in a court of
law, equity, or administrative or arbitrative forum) to enforce its rights under
a Purchased Provider Agreement and Seller is deemed a necessary party, Seller
agrees to join with Buyer, at Buyer's sole cost and expense, in such action or
proceeding so that Buyer may be subrogated to Seller's rights with respect to
the Medicaid services procured under such contract.

         9.10     Termination of Incentive Pools/Funds.

         Seller shall use its reasonable best efforts to ensure that none of its
Purchased Provider Agreements requires any periodic incentive payments from a
shared risk or referral services pool/fund and, to the extent, any such contract
contains such a pool/fund as of the Effective Date, Seller shall be responsible
to reconcile and settle such pools through the Effective Date and shall pay any
required bonuses.

                                    ARTICLE X
                         ADDITIONAL AGREEMENTS OF BUYER

         10.1     Maintenance of Records.

         Buyer shall retain all business and other records and documents
relating to the Medicaid Business and the Assets which are transferred to Buyer
pursuant to this Agreement in accordance with Buyer's own record retention
policies for the longer of five years or the time required by applicable law.
Buyer shall make such records available for Seller's review and copying upon
request of Seller or its agents, at a reasonable time and place, and Buyer shall
be entitled to its reasonable costs of such copying; provided, however, that
Seller shall keep all such records confidential to the extent required by law.

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<PAGE>

         10.2     Local Boards.

         Buyer agrees to develop with Seller details of the structure of the
local management and local operating boards and operating committees relating to
Buyer's Medicaid Business in the Service Area prior to the Closing Date.

                                   ARTICLE XI
                    ADDITIONAL AGREEMENTS OF BUYER AND SELLER

         11.1     Regulatory Milestones Prior to Closing.

         (a)      Seller and Buyer shall diligently and timely prepare and file
                  the applications and submissions as may be required with
                  respect to the execution, delivery and performance of this
                  Agreement and the consummation of the transactions
                  contemplated hereby, including, without limitation, the
                  filings set forth below. Buyer and Seller shall take all
                  reasonable actions required or requested by such authorities
                  for the expeditious consideration and rendering of all such
                  approvals, consents and authorizations. Seller and Buyer shall
                  diligently and timely cooperate with each other and with all
                  other parties in the submission of applications and of any and
                  all such additional information or documentation requested by
                  any such regulatory authorities.

         (b)      Seller acknowledges that (i) Buyer is not currently licensed
                  as an HIC in the Service Area but agrees to use commercially
                  reasonable efforts to obtain a HIC license for the Service
                  Area, (ii) the approval of Buyer's service area application
                  (and ODJFS's entry into the Buyer's Medicaid Contract) will be
                  based, among other things, on the adequacy of Buyer's provider
                  network, and (iii) to the extent Buyer does not independently
                  build a provider network in the Service Area, Buyer may rely
                  upon the ability of Seller to effectively assign the Provider
                  Agreements. Promptly after execution of this Agreement, Seller
                  agrees to use its reasonable best efforts to effectively
                  assign the Provider Agreements (including, without limitation,
                  any such contracts listed on Schedule 2.1(b)) to Buyer. The
                  parties agree to work collaboratively on the form of any such
                  consent. Seller further acknowledges and agrees to be
                  responsible for, and to promptly supply to Buyer when
                  requested, all information and materials (including, without
                  limitation, specific answers or responses) reasonably required
                  in connection with Buyer's service area application and the
                  other Closing governmental authorizations (in a form
                  satisfactory for filing with the applicable regulatory
                  authorities) which relate to the provider network, its
                  adequacy, accessibility or otherwise and the Provider
                  Agreements.

         11.2     Ohio Department of Insurance.

         Seller and Buyer shall use their best efforts to file all submissions
required by the Ohio Department of Insurance to approve the transactions
contemplated hereby, including, without limitation, this Agreement and a service
area application, as necessary, and such other submissions as may be required by
the Ohio Department of Insurance, as soon as practicable

                                       39

<PAGE>

after the Execution Date. Seller shall use its best efforts to cooperate with
and assist Buyer in such filing. Buyer shall its best efforts to cooperate with
and assist Seller in such filing.

         11.3     Ohio Department for Job and Family Services.

         Buyer and Seller acknowledge and agree that Seller's Medicaid Contract
with ODJFS are not assignable. Seller shall take any actions reasonably required
by Buyer or ODJFS to transfer beneficiaries under the Seller's Medicaid Contract
to Buyer.

         11.4     Ohio Attorney General

         Seller represents that it is a federally tax-exempt charitable
organization and as such requires approval from the Ohio Attorney General prior
to consummation of this transaction. To the extent not filed prior to the date
hereof, Seller shall file all submissions required by the Ohio Attorney General,
including a valuation, officer and direct affidavits of Buyer and Seller and a
description of the transaction, within ten (10) days of the date of this
Agreement. Buyer shall use reasonable efforts to cooperate and assist Seller in
such filings, including preparing and filing the necessary affidavits and other
material requested by the Ohio Attorney General.

         11.5     Transition Issues.

         11.5.1   Coordination/Continuity of Care

         Upon execution of the Buyer's Medicaid Contract, both Seller and Buyer
shall establish, at least 30 days prior to the Effective Date, processes to
transfer information relative to Medicaid Members whose care is being
coordinated through Seller's case management, Emergency Department Diversion,
and Children with Special Health Care Needs programs and who will be
transitioning their membership to Buyer's plan. Seller and Buyer shall work
together to define continuity of care processes so as to integrate Buyer's
continuity of care policy in such a way as to replace Seller's existing referral
and authorization procedures as of and from the date five (5) days prior to the
Effective Date forward.

         11.5.2   Use of Materials.

         Buyer shall have the right to use all existing stock of any and all
pre-printed advertising brochures, marketing materials, literature, form
contracts, form certificates of coverage, membership handbooks and other
pre-printed material relating to the Medicaid Business, as authorized by law,
until six (6) months after the Effective Date or for some other shorter time
limitation as may be required by law. Buyer shall make a commercially reasonable
effort to "sticker" such materials with Buyer's name and to remove or cover up
Seller's name to avoid confusion.

         11.5.3   Claims Administration.

         Subject to State regulatory guidelines, except as otherwise provided in
this Agreement, Seller shall be responsible for the administration and payment
of all claims, liabilities or other obligations (including without limitation
IBNR Expenses) (collectively referred to herein as "Medical Claims") pertaining
to the Medicaid Business that are incurred prior to the Effective

                                       40

<PAGE>

Date, and Buyer shall be responsible for the administration and payment of all
Medical Claims pertaining to the Medicaid Business that are incurred after the
Effective Date. Each party agrees to forward to the other, within five (5)
business days of receipt, any Medical Claim that is the responsibility of the
other and to promptly provide notice to the applicable provider that such
Medical Claim has been forwarded to such party. Each party agrees that it will
not deny Medical Claims solely on the basis that the provider submitted the
Medical Claim to the incorrect party. Notwithstanding the foregoing, at the
conclusion of the six (6) calendar months following the Effective Date, Buyer
shall reject any Medical Claims that are sent to Buyer in error after such
period.

         11.6     Public Information Releases.

         (a)      Seller and Buyer shall use reasonable efforts to consult with
                  the other party on any initial press release, public
                  announcement or publicly disseminated communication concerning
                  this transaction, and prior to any press release, public
                  announcement or publicly disseminated communication concerning
                  this transaction, to discuss the content of any such
                  announcement. Thereafter, between the Execution Date and the
                  Effective Date, Seller shall and Buyer agree to use reasonable
                  efforts to consult with each other prior to any press release,
                  public announcement or publicly disseminated communication
                  concerning this transaction, to discuss the content of any
                  such announcement and to refrain from making any such press
                  releases or public announcements without first receiving the
                  other's prior written consent, which shall not be unreasonably
                  withheld. Seller shall be deemed to have given such consent if
                  Seller has not provided written notice of objection to Buyer
                  within two (2) business days following Buyer's notice to
                  Seller of such proposed communication. In no event shall
                  either party cause any oral or written communication to be
                  issued relating to this transaction which disparages any other
                  party or its Affiliates, unless required by law. The
                  provisions of this Section shall survive the termination of
                  this Agreement.

         (b)      When, as and if required by ODJFS, Seller and Buyer shall, at
                  Seller's or Buyer's expense, as applicable, take such action
                  as may be reasonably necessary to disseminate all provider
                  and/or member notices and mailings that are a condition to the
                  Closing governmental authorizations or are required for the
                  enrollment of the Medicaid Members with Buyer. Seller or
                  Buyer, as applicable, shall promptly provide ODJFS with such
                  affidavit(s) concerning the discharge of such obligation as
                  may reasonably be requested.

         (c)      Between the Execution Date and the Effective Date, Seller
                  agrees to consult with Buyer prior to any written
                  communication to any Medicaid Member or Medicaid Provider
                  concerning this transaction, to discuss the content of any
                  such communication and to refrain from making any such
                  communication without first receiving Buyer's prior written
                  consent.

         (d)      With regard to the foregoing communications and any other
                  public communications between the Execution Date and the
                  Effective Date, such

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<PAGE>

                  communications shall not be disseminated without Buyer's prior
                  written consent or subject to Section 11.6(a), the Seller's
                  prior written consent.

         11.7     Cooperation.

         Buyer and Seller agree to cooperate reasonably with each other, from
the Execution Date up through and following the Effective Date, and use their
respective reasonable best efforts in good faith, to satisfy all conditions,
undertakings and agreements contained in this Agreement.

         11.8     ODJFS and Other Required Reporting.

         Seller shall be responsible for all required reports to ODJFS, ODI and
other Government Entity required reporting for periods prior to the Effective
Date, and Buyer shall be responsible for all required reports to ODJFS, ODI and
other Government Entity required reporting for periods following the Effective
Date.

         11.9     On-Site Presence.

         Seller and Buyer acknowledge and agree that upon execution of this
Agreement, Buyer shall be allowed to have Buyer employees on-site of Seller to
assist and coordinate the transition and integration of the Medicaid Business
and the Assets to Buyer. Seller covenants that Seller shall provide all
reasonably necessary cooperation and consultation reasonably necessary to allow
for such on-site presence, including, but not limited to, providing access to
support functions, including office space, computer, phone and printer and
Seller's employees and management.

         11.10    Securities Law Compliance.

         Parent and Seller understand that they may be in possession of
non-public information about Buyer, and agree that they will not purchase or
sell shares of common stock of Buyer during period between the Execution Date
and the Effective Date or any other period of time in which information
disclosed in connection with the transactions contemplated herein may be
reasonably deemed to constitute material non-public information.

         11.11    Trademark License Agreement.

         (a)      On the Effective Date, Buyer grants through on or about
                  December 31, 2004 but in not event shall such license extend
                  beyond December 31, 2005, to Seller a nonexclusive,
                  nontransferable and limited license in the Service Area to use
                  the Licensed Trademark solely in connection with the wind-up
                  activities related to the both the commercial HIC business and
                  the Medicaid Business ("Trademark License Agreement").

(b)               Any and all right, title or interest in or to the Licensed
                  Trademark and all the goodwill associated therewith that may
                  accrue to the benefit of, or be acquired by, Seller as a
                  result of its exercise of the rights and licenses granted
                  pursuant to the license in this Section 11.11 or otherwise
                  shall be assigned to and shall inure to the sole benefit of
                  Buyer, and Seller hereby agrees to assign and assigns to Buyer

                                       42

<PAGE>

                  any and all such right, title and interest. Seller shall not
                  assert any claim of ownership of, or any claim to, any
                  goodwill associated with the Licensed Trademark by reason of
                  the Seller's use thereof or otherwise.

         (c)      During the term of this Trademark License Agreement, (i)
                  Seller shall not take and, to the extent reasonably within the
                  Seller's power to control, shall not permit any action or
                  omission in derogation of any of the rights of Buyer in the
                  Licensed Trademark, and (ii) except as permitted in this
                  Section 11.11, Seller shall not make any use of the Licensed
                  Trademark or any term, phrase or design that is confusingly
                  similar to, or a colorable imitation or translation of, the
                  Licensed Trademark, or any portion of the Licensed Trademark
                  in any manner whatsoever.

         (d)      Seller recognizes the importance of uniformity of the goods
                  and services offered in connection with the Licensed
                  Trademark. Seller agrees that it will offer goods and services
                  in connection with the Licensed Trademark strictly in
                  accordance with quality standards that are substantially
                  equivalent to or stricter than those standards used by Buyer
                  for the goods and services offered by it in connection with
                  the Licensed Trademark as advised by Buyer to Seller from time
                  to time. Buyer shall have the right, at any time, to modify or
                  supplement the quality standards to be maintained by the
                  Seller by providing written notice thereof to the Seller.

         11.12    MHP Hospital Contract and PHO Provider Agreement.

         Buyer and Seller acknowledge and agree that the financial terms and
exclusivity provisions of the MHP Hospital Contract and PHO Provider Agreement
when executed shall be consistent with the financial terms and exclusivity
provision for such agreements that were described in the Letter of Intent or as
otherwise negotiated prior to the delivery of this Agreement to the relevant
regulatory authorities; provided, that to the extent such agreements are
executed by the relevant parties this provision is null and void and shall not
be enforceable against either party.

                                   ARTICLE XII
                                 INDEMNIFICATION

         12.1     Indemnification by Parent and Seller.

         Subject to the limitations of Section 12.3, Seller and Parent shall
jointly and severally indemnify and hold harmless Buyer and Centene and their
respective officers, directors, employees, agents and Affiliates and successors
and assigns of any of the foregoing against any and all actual damages resulting
from claims, obligations, losses, costs, expenses, fees, liabilities and
damages, whenever arising or incurred, including interest, penalties and
reasonable attorneys' fees and disbursements (including amounts paid in
settlement and costs of investigation) (each individually a "Loss," and
collectively, "Losses"), arising out of, in connection with or otherwise
relating to:

         (a)      The Excluded Assets;

                                       43

<PAGE>

         (b)      The Excluded Liabilities;

         (c)      The breach by Seller or inaccuracy of any representation or
                  warranty made by Seller in this Agreement, or in any other
                  agreement executed in connection herewith;

         (d)      The breach or non-performance by Seller of any covenant or
                  agreement made by Seller in this Agreement, or in any other
                  agreement executed in connection herewith; and

         (e)      Any Employee Benefit Plan, program, policy or other
                  arrangement currently or any previously maintained or
                  contributed to by members of the controlled group of companies
                  (as defined in Code Section 414) which includes Seller;

         (f)      Any liabilities arising from, attributable or related to any
                  misstatements or inaccuracies in the IBNR Expense as
                  determined in Section 6.12; and

         (g)      Any claim, obligation or other liability arising from the
                  Medicaid Business with respect to any period prior to the
                  Closing Date other than to the extent such claims, obligations
                  or liabilities constitute part of the Assumed Liabilities.

         Notwithstanding anything herein to the contrary, any breach of clauses
12.1(c) and (d) shall be determined without regard to any qualifications therein
referencing the terms "materiality," "material," "material adverse change,"
"material adverse effect" or other terms of similar import or effect.

         12.2     Indemnification by Centene and Buyer.

         After the Closing Date and subject to the limitations of Section 12.3,
Buyer and Centene shall jointly and severally indemnify and hold harmless Seller
and Parent and their respective officers, directors, employees, agents and
Affiliates, and successors and assigns of any of the foregoing against any and
all Losses, arising out of, in connection with or otherwise relating to:

         (a)      The Assets;

         (b)      The Assumed Liabilities;

         (c)      The breach by Buyer or inaccuracy of any representation or
                  warranty, made by Buyer in this Agreement, or in any other
                  agreement executed in connection herewith;

         (d)      The breach or non-performance of any covenants or agreements
                  made by Buyer in this Agreement or any other agreement
                  executed in connection herewith; and

         (e)      Any claim, obligation or other liability arising from Buyer's
                  operation of the Medicaid Business, Assets or the Assumed
                  Liabilities with respect to any period after the Closing Date.

                                       44

<PAGE>

         Notwithstanding anything herein to the contrary, any breach of clauses
12.2(c) and (d) shall be determined without regard to any qualifications therein
referencing the terms "materiality," "material," "material adverse change,"
"material adverse effect" or other terms of similar import or effect.

         12.3     Limitations.

         The indemnification rights and obligations set forth in (a) Section
12.1(c) shall survive the Closing for a period of two (2) years except for
claims arising from breaches of representations and warranties (i) set forth in
Sections 3.1.1, 3.1.2, 3.1.3, or 3.1.4, which shall survive on the Closing Date
and continue in full force and effect after the Closing Date without any time
limitation, or (ii) set forth in Section 3.1.15 or 3.1.17 as to which claims
must be made prior to the date that is sixty (60) days after the expiration of
the applicable statute of limitation with respect thereto or (b) Section 12.2(c)
shall survive the Closing for a period of two (2) years except for claims
arising from breaches of representations and warranties set forth in Sections
4.1.1, 4.1.2, 4.1.4 or 4.1.9 which shall survive on the Closing Date and
continue in full force and effect after the Closing Date without any time
limitation.

         Except with respect to any breach of the representations and warranties
contained in Sections 3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.1.6, 3.1.15, 3.1.17, 4.1.1,
4.1.2, and 4.1.4 no party to this Agreement shall have any liability, whether
pursuant to this Article XII or otherwise, for breach of any representation or
warranty, for misrepresentation, or otherwise, unless the aggregate amount of
all claims for which such party would, but for this Article XII, be liable,
exceeds $125,000 on a cumulative basis. If such party's aggregate liability for
such claims exceeds $125,000 on a cumulative basis, then such party shall be
liable for all claims, including claims which are part of the $125,000 minimum.

         Notwithstanding anything in this Section 12.3 to the contrary, in the
event of any breach of a representation or warranty by a party that is
constitutes common law fraud, the representation or warranty shall survive
consummation of the transactions contemplated in this Agreement and continue in
full force and effect forever thereafter without time limitation.

         12.4     Notice and Right to Defend.

         (a)      Should any claim or action by a third party arise after the
                  Closing Date for which Buyer, Centene, Parent or Seller may be
                  liable to any other party under the indemnity provisions of
                  this Agreement, the indemnitee shall notify the indemnitor in
                  writing and in reasonable detail as soon as practicable after
                  the indemnitee receives notice of such claim or action in the
                  manner provided for the giving of notices under this
                  Agreement, provided, that failure to notify in such manner
                  shall relieve the indemnitor from liability under this
                  Agreement with respect to such claim only if, and only to the
                  extent that, such failure to notify the indemnitor results in
                  the forfeiture by the indemnitor of material rights and
                  defenses otherwise available to the indemnitor with respect to
                  such claim. The expenses of all proceedings, contests,
                  lawsuits, or investigations of claims with respect to such
                  claims or actions, shall be borne by the indemnitor. If an
                  indemnitor wishes to assume the defense of such claim or
                  action, it shall give

                                       45

<PAGE>

                  written notice to the indemnitee within ten (10) days after
                  notice from the indemnitee of such claim or action of its
                  intention to assume the defense, and the indemnitor shall
                  thereafter assume the defense of any such claim or liability
                  through counsel reasonably satisfactory to the indemnitee,
                  provided that the indemnitee may also participate in such
                  defense at its own expense;

         (b)      If the indemnitor shall not assume the defense of, or if after
                  so assuming it shall fail to defend, any such claim or action,
                  or such action involves a claim with (a) the indemnitee
                  reasonably believes could be materially detrimental to or
                  materially injure the indemnitee's reputation, customer
                  relations or future business prospects, (b) seeks non-monetary
                  relief (except where non-monetary relief is merely incidental
                  to a primary claim or claims for monetary damages), (c)
                  involves criminal allegations, (d) is one in which the
                  indemnitor is also a party and joint representation would be
                  inappropriate or there may be legal defenses available to the
                  indemnitee which are different from or additional to those
                  available to the indemnitor, or (e) involves a claim which,
                  upon petition by the indemnitee, the appropriate court rules
                  that the indemnitor failed or is failing to vigorously
                  prosecute or defend. In any action or proceeding with respect
                  to which indemnification is being sought hereunder, the
                  indemnitee or the indemnitor, whichever is not assuming the
                  defense of such action, shall have the right to participate in
                  such litigation and to retain its own counsel at such party's
                  own expense. The indemnitee may defend against any such claim
                  or action in such manner as it may reasonably deem appropriate
                  and the indemnitee may settle such claim or litigation on such
                  terms as it may reasonably deem appropriate, and the
                  indemnitor shall promptly reimburse the indemnitee for the
                  amount of all reasonable expenses, legal and otherwise,
                  incurred by the indemnitee in connection with the defense
                  and/or settlement of such claim or action. If no settlement of
                  such claim or action is made, the indemnitor shall satisfy any
                  judgment rendered with respect to such claim or in such action
                  before indemnitee is required to do so, and pay all expenses,
                  legal or otherwise, incurred by the indemnitee in the defense
                  against such claim or litigation.

         (c)      An indemnitor may not, without the prior written consent of
                  the indemnitee, settle or compromise any claim or consent to
                  the entry of any judgment with respect to which
                  indemnification is being sought hereunder unless (i)
                  simultaneously with the effectiveness of such settlement,
                  compromise or consent, the indemnitor pays in full any
                  obligation imposed on the indemnitee by such settlement,
                  compromise or consent and obtain releases of the indemnitee in
                  full from such third party claim and (ii) such settlement,
                  compromise or consent does not contain any equitable order,
                  judgment or term that in any manner affects, restrains or
                  interferes with the business of the indemnitee or any of the
                  indemnitee's Affiliates.

         (d)      In the event an indemnitee shall claim a right to payment
                  pursuant to this Agreement not involving a third party claim
                  covered by Section 12.4(a), such indemnitee shall send written
                  notice of such claim to the appropriate indemnitor. Such
                  notice shall specify the basis for such claim. As promptly as
                  possible after

                                       46

<PAGE>

                  the indemnitee has given such notice, such indemnitee and the
                  appropriate indemnitor shall establish the merits and amount
                  of such claim (by mutual agreement or pursuant to the
                  arbitration provisions herein).

         Except as otherwise provided in this Agreement, any indemnification of
Centene or Buyer or Parent or Seller pursuant to this Article XII shall be
effected by wire transfer of immediately available funds from Seller or Buyer,
as the case may be, to an account(s) designated by the applicable Buyer or
Seller, as the case may be, within ten (10) days after the determination
thereof. Any such indemnification payments shall include interest at the
Applicable Rate calculated on the basis of the actual number of days elapsed
over 360, from the date any such Loss is suffered or sustained to the date of
payment. All indemnification payments under this Section 12.4 shall be deemed
adjustments to the Purchase Price set forth in Section 2.4.2(a) above.

         12.5     Right of Set-Off.

         In addition to any other remedies available to Buyer hereunder, to the
extent that MHP does not pay for any Loss when due and payable in accordance
with the provisions hereunder, Buyer shall, at its election, have the right to
apply the amount of all or any portion of any Buyer Losses for which it is
indemnified pursuant to this Article XII above to offset and reduce the
payments.

         12.6     Covenant Breach.

         Notwithstanding any provision to the contrary herein and in addition to
any other remedies available hereunder, for any breach of the covenants and
agreements under Article IX between the date of the Closing Date and the
Effective Date, Seller shall be liable for and shall pay an amount equal to the
Losses resulting or arising from or related to such breach multiplied by two.

                                  ARTICLE XIII
                                   TERMINATION

         13.1     Termination.

         This Agreement may be terminated at any time prior to the Closing Date:

         (a)      by mutual written consent of Buyer and Seller;

         (b)      by Buyer or Seller at either's option, if the Closing Date
                  shall not have occurred on or before January 1, 2004,
                  provided, that such date shall be extended until February 28,
                  2004 if required regulatory approval has not been received;
                  provided, however, that the right to terminate this Agreement
                  under this paragraph, shall not be available to any party
                  whose failure to fulfill any obligation under this Agreement
                  has substantially contributed to, or resulted in, the failure
                  of the Closing to have occurred on or before such date;

                                       47

<PAGE>

         (c)      if a court of competent jurisdiction or governmental,
                  regulatory or administrative agency or commission shall have
                  issued an order, decree or ruling or taken any other action
                  (which order, decree or ruling the parties hereto shall use
                  all reasonable efforts to lift), in each case permanently
                  restraining, enjoining or otherwise prohibiting the
                  transactions contemplated by this Agreement, and such order,
                  decree, ruling or other action shall have become final and
                  nonappealable;

         (d)      by Seller in the event of a breach by Buyer of a
                  representation, warranty or covenant contained in this
                  Agreement, provided that Buyer has received ten (10) business
                  days' written notice of the breach indicated therein and has
                  failed to effect a cure thereof to the reasonable satisfaction
                  of Seller prior to the expiration of such period;

         (e)      by Buyer in the event of a breach by Seller of a
                  representation, warranty, or covenant contained in this
                  Agreement, provided that Seller has received ten (10) business
                  days' written notice of the breach indicated therein and has
                  failed to effect a cure thereof to the reasonable satisfaction
                  of Buyer prior to the expiration of such period;

         (f)      by Buyer if any of the conditions set forth in Article VI
                  shall have become incapable of fulfillment prior to the
                  Termination Date and shall not have been waived by Buyer;

         (g)      by Seller if any of the conditions set forth in Article VII
                  shall have become incapable of fulfillment prior to the
                  Termination Date and shall not have been waived by Seller;

         (h)      by Buyer if, subsequent to the date hereof and prior to the
                  Closing Date, there is any material adverse change in the
                  condition (financial or otherwise), business, operations,
                  prospects or obligations of the Medicaid Business, the Assets
                  or the Assumed Liabilities;

         (i)      by Buyer if, Seller has not delivered disclosure schedules
                  satisfactory to Buyer by September 29, 2003; or

         (j)      by Buyer or Seller if, either the MHP Hospital Contract or the
                  PHO Provider Agreement has not been executed by September 29,
                  2003.

         13.2     Effect of Termination.

         Except as otherwise specified in this Agreement, including but not
limited to in Article XII, upon the termination of this Agreement pursuant to
Section 13.1, this Agreement shall forthwith become null and void, except that
nothing herein shall relieve any party from liability for any breach of this
Agreement prior to such termination.

                                       48

<PAGE>

         13.3     Waiver.

         At any time prior to the Closing Date, any term, provision or condition
of this Agreement may be waived in writing (or the time for performance of any
of the obligations or other acts of the parties hereto may be extended) by the
party that is entitled to the benefits thereof. Such an election shall not be
deemed a waiver of any rights or remedies of the waiving party with respect to
the matter which gave rise to such right to terminate.

                                   ARTICLE XIV
                                   ARBITRATION

         14.1     Conciliation and Mediation.

         If a dispute between Buyer and Seller relating to this Agreement, or
under any other agreement executed and delivered in connection herewith, is not
resolved within fifteen (15) days from the date that either party has notified
the other that such dispute exists, then such dispute shall be submitted jointly
for conciliation to the president or his designee of each party. If such senior
executive officers or their designees are unable to resolve the dispute within
thirty (30) days from the date that it is first presented to them, then such
dispute shall be referred to binding arbitration.

         14.2     Arbitration.

         Any dispute submitted to arbitration pursuant to this Section shall be
determined by the decision of a board of arbitration consisting of three members
who are members of and certified by the American Arbitration Association ("AAA")
("Board of Arbitration") selected as hereinafter provided. Buyer shall select an
arbitrator and Seller shall select an arbitrator, each of whom shall be a member
of the Board of Arbitration who is independent of the parties. A third Board of
Arbitration member, independent of the parties, shall be selected by mutual
agreement of the other two Board of Arbitration members. If the other two Board
of Arbitration members fail to reach agreement on such third member within
twenty (20) days after their selection, such third member shall thereafter be
selected by the AAA upon application made to it for such purpose by any party to
the arbitration. The Board of Arbitration shall meet in Chicago, Illinois, or
such other place as a majority of the members of the Board of Arbitration
determines more appropriate, and shall reach and render a decision in writing
(which shall state the reasons for its decisions in writing and shall make such
decisions entirely on the basis of the substantive law governing the Agreement
and which shall be concurred in by a majority of the members of the Board of
Arbitration) with respect to the items in dispute. In connection with rendering
its decisions, the Board of Arbitration shall adopt and follow the Commercial
Rules of Arbitration of the AAA in effect as of the date of the arbitration. To
the extent practical, decisions of the Board of Arbitration shall be rendered no
more than thirty (30) calendar days following commencement of proceedings with
respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to Buyer and Seller. Any decision made by the Board of Arbitration
(either prior to or after the expiration of such thirty (30) calendar day
period) shall be final, binding and conclusive on Buyer and Seller and each
party to the arbitration shall be entitled to enforce such decision to the
fullest extent permitted by law and entered in any court of competent
jurisdiction. Subject to the terms of Article XII, the fees and expenses of the
Board of

                                       49

<PAGE>

Arbitration shall be shared equally by the parties. Subject to the terms of
Article XII, each party shall be responsible for the fees and expenses of its
attorneys and consultants.

         14.3     Equitable Relief.

         Notwithstanding any other provision of this Agreement, any party shall
have the right to seek equitable relief (including specific performance and/or
other injunctive relief), in a court of competent jurisdiction, to the extent
that equitable relief is available to a party hereto. If a party chooses to
pursue equitable relief, such conduct shall not constitute a waiver of or be
deemed inconsistent with the provisions set forth in this Article XIV or in
Article XII.

                                   ARTICLE XV
                                  MISCELLANEOUS

         15.1     Notices.

         All notices and other communications hereunder shall be in writing and
shall be either (i) deposited in first class United States mail, certified, with
postage prepaid, (ii) delivered by messenger, (iii) sent by overnight courier,
or (iv) sent by fully completed and confirmed facsimile transmission (with a
written confirmation simultaneously sent in first class United States mail), as
follows:

<TABLE>
<S>                                                    <C>
If to Seller:                                          Copies of Notices to Seller or Parent:

Family Health Plan, Inc.                               General Counsel
2200 Jefferson Avenue                                  Mercy Health Partners
Toledo, OH  43624                                      2200 Jefferson Avenue
Attention:  President/CEO                              Toledo, OH  43624
Fax: (419) 251-7559                                   Attention:  H. Terrene Smith, Esq.
                                                       Fax: (419) 251-0733

If to Parent:                                          And

Mercy Health Partners                                  Chief Financial Officer
2200 Jefferson Avenue                                  Mercy Health Partners
Toledo, OH  43624                                      2200 Jefferson Avenue
Attention:  President/CEO                              Toledo, OH  43624
Fax:  (419) 251-0722                                   Attention:  Samantha Platzke

                                                       Fax:  (419) 251-0722

If to Buyer or Parent:                                 Copy to:

Centene Corporation                                    Kirkland & Ellis LLP
7711 Carondelet, Suite 800                             200 East Randolph Drive
St. Louis, MO  63105                                   Chicago, IL 60601
Attention: Michael F. Neidorff                         Attention: Gerald T. Nowak, Esq.
Fax: (314) 725-5180                                    Fax: (312) 861-2200
</TABLE>

                                       50

<PAGE>

or such other address or fax number as any party may request by notice given as
aforesaid. Notices sent as provided herein shall be deemed given on the date
received by the recipient. If a recipient rejects or refuses to accept a notice
given pursuant to this Section, or if a notice is not deliverable because of a
changed address or fax number of which no notice was given in accordance with
the provisions hereof, such notice shall be deemed to be received two days after
such notice was mailed (whether as the actual notice or as the confirmation of a
faxed notice) in accordance with the terms hereof. The foregoing shall not
preclude the effectiveness of actual written notice given to a party at any
address or by any means.

         15.2     Waiver.

         No waiver by either Buyer or Seller hereto of its rights under any
provision of this Agreement shall constitute a waiver of such party's rights
under such provision at any other time or a waiver of such party's rights under
any other provision of this Agreement.

         15.3     Counterparts.

         This Agreement may be executed in any number of counterparts (including
by means of telecopied signature pages), each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
An executed faxed copy of this Agreement shall be deemed an original executed
copy of this Agreement.

         15.4     Headings.

         The headings contained in this Agreement have been inserted for
convenience of reference only and shall in no way restrict or modify any of the
terms or provisions hereof.

         15.5     Severability.

         If any provision of this Agreement is held by final judgment of a court
of competent jurisdiction to be invalid, illegal or unenforceable, such invalid,
illegal or unenforceable provision shall be severed from the remainder of this
Agreement, and the remainder of this Agreement shall be enforced. In addition,
the invalid, illegal or unenforceable provision shall be deemed to be
automatically modified, and, as so modified, to be included in this Agreement,
such modification being made to the minimum extent necessary to render the
provision valid, legal and enforceable. Notwithstanding the foregoing, if the
severed or modified provision concerns all or a portion of the essential
consideration to be delivered under this Agreement by one party to the other,
the remaining provisions of this Agreement shall also be modified to the extent
necessary to adjust equitably the parties' respective rights and obligations
hereunder.

         15.6     Entire Agreement.

         This Agreement and the other agreements, certificates and documents of
Seller and Buyer contemplated herein constitute the entire agreement between the
parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements or understandings between the parties, except the
Confidentiality Agreement, which will continue in effect until terminated
pursuant to the terms set forth therein. The exhibits, schedules and attachments
attached to this

                                       51

<PAGE>

Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein, except that in the event of any
conflict between any of the provisions of such exhibits and the provisions of
this Agreement, the provisions in this Agreement shall control. Each party is
responsible for the accuracy of its respective schedules regardless of any
assistance provided by the other party in connection with the preparation of the
schedules.

         15.7     Successors and Assigns.

         This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto.
Notwithstanding the foregoing, this Agreement shall not be assignable by any
party without the prior written consent of the other, and any attempt at an
assignment in violation of this Section shall be void ab initio. Notwithstanding
the foregoing statement, Buyer may assign its rights and obligations hereunder
to anyone or more of its Affiliates.

         15.8     Governing Law.

         The terms and conditions of this Agreement is to be governed by and
interpreted under the laws of the State of Delaware, without resort to choice of
law or conflict of law principles which direct the application of the laws of a
different state.

         15.9     HIPAA Compliance.

         Each party represents and warrants to the other party that it will
comply with the provisions of HIPAA including the effective dates of regulations
adopted to implement HIPAA. Each of the parties represents and warrants to the
other party in particular, with respect to all protected health information (as
that term is defined under the Standards for Privacy of Individually
Identifiable Health Information (December 28, 2000; 65 F. Reg. 82462), that it
is a covered entity (and not a business associate of the other party) under the
HIPAA Privacy Regulations and that it shall protect the privacy, integrity,
security, confidentiality and availability of the protected health information
disclosed to, used by, or exchanged by the parties by implementing appropriate
privacy and security policies, procedures, and practices and physical and
technological safeguards and security mechanisms, all as required by, and set
forth more specifically in, the HIPAA Privacy Regulations and the HIPAA Security
Regulations. The parties agree that, upon the request of the other party, it
shall provide written verification of compliance with all applicable federal and
State laws and confirm its full licensure and certification to the extent
appropriate to its then current operations. Notwithstanding any other provisions
of this Agreement to the contrary, either party may notify the other of any
modifications it believes necessary to bring this Agreement into compliance with
the final HIPAA regulations and/or HIPAA. Such modifications shall be
incorporated as an addendum to this Agreement.

         15.10    Cost of Transaction.

         Whether or not the transactions contemplated hereby are consummated:

         (a)      Buyer shall pay the fees, expenses, and disbursements of Buyer
                  and its agents, representatives, accountants, and counsel.

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<PAGE>

         (b)      Seller shall pay the fees, expenses and disbursements of
                  Seller and its agents, representatives, accountants and
                  counsel.

         (c)      Seller shall absorb or pay, as applicable, all costs and
                  expenses (including wages, overhead and professional fees)
                  relating to all notices or other communications to the
                  Medicaid Providers and Medicaid Members required in connection
                  with this transaction, except that Buyer shall reimburse
                  Seller for the costs of printing and mailing such notices.

         15.11    Further Assurances.

         Each party hereto agrees for the benefit of the other parties hereto to
execute and deliver any necessary documents, instruments or agreements, and to
take any and all necessary actions, in order to (i) fully vest in Buyer all
right, title and interest to the Assets, and (ii) carry out the terms of this
Agreement and the transactions contemplated by this Agreement.

         15.12    Construction.

         Whenever the context of this Agreement requires, the gender of all
words herein shall include the masculine, feminine, and neuter, and the number
of all words herein shall include the singular and plural. All references to
section numbers in this Agreement shall be references to sections in this
Agreement, unless otherwise specifically indicated. All parties to this
Agreement have been represented by counsel and, accordingly, this Agreement
shall not be construed strictly for or against any party hereto. This Agreement
shall not be construed more strictly against one party than the other by virtue
of the fact that it may have been prepared by counsel for one of the parties, it
being recognized that each party has contributed substantially and materially to
the preparation of this Agreement.

         15.13    Third Parties.

         None of the provisions of this Agreement shall confer rights or
benefits as third party beneficiaries or otherwise upon any third party that is
not expressly a party to this Agreement including, without limitation, the
Medicaid Members, and the provisions of this Agreement shall not be enforceable
by any such third party.

         15.14    Time is of the Essence.

         Time is of the essence with regard to all of the provisions of this
Agreement. The parties acknowledge and agree that strict compliance with all of
the deadlines set forth in this Agreement, including, without limitation, the
deadlines for filings pursuant to Article XI.

         15.15    Confidentiality.

         The parties acknowledge and agree that this Agreement is within the
scope of the Confidentiality Agreement. Notwithstanding the Confidentiality
Agreement, which shall survive the execution of this Agreement, the parties may
disclose any terms or conditions of this Agreement to any third parties to
comply with securities laws or HIC or insurance laws, and as needed to meet
prudent business requirements of shareholders, investors, bondholders, members

                                       53

<PAGE>

and other creditors. Notwithstanding anything herein or in the Confidentiality
Agreement to the contrary, you and each other party to the transaction (and each
affiliate and person acting on behalf of any such party) agree that each party
(and each employee, representative, and other agent of such party) may disclose
to any and all persons, without limitation of any kind, the tax treatment and
tax structure of the transaction and all materials of any kind (including
opinions or other tax analyses) that are provided to such party or such person
relating to such tax treatment and tax structure, except to the extent necessary
to comply with any applicable federal or state securities laws. This
authorization is not intended to permit disclosure of any other information
including (without limitation) (i) any portion of any materials to the extent
not related to the tax treatment or tax structure of the transaction, (ii) the
identities of participants or potential participants in the transaction, (iii)
the existence or status of any negotiations, (iv) any pricing or financial
information (except to the extent such pricing or financial information is
related to the tax treatment or tax structure of the transaction), or (v) any
other term or detail not relevant to the tax treatment or the tax structure of
the transaction. Notwithstanding any provision to the contrary herein, neither
Parent nor Seller shall disclose any Medicaid Member enrollment information to
Buyer until ODJFS has provided notice to either Seller or Parent that Buyer has
met all of the program requirements of ODJFS. Buyer agrees to be bound by any
and all of the member confidentiality requirements of the ODJFS program.

         15.16    Rights Cumulative.

         Except as set forth herein, all rights, powers and remedies herein
given to each party are cumulative and not alternative, and are in addition to
all statutes or rules of law. Any forbearance or delay by such party in
exercising the same shall not be deemed to be a waiver thereof, and the exercise
of any right or partial exercise thereof shall not preclude the further exercise
thereof, and the same shall continue in full force and effect until specifically
waived by an instrument in writing executed by such party.

         15.17    Amendments.

         No amendment, modification, termination or waiver of any provision of
this Agreement shall be effective unless the same shall be set forth in a
writing signed by each party, and then only to the extent specifically set forth
therein.

                                      * * *

                            [SIGNATURE PAGE FOLLOWS]

                                       54

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                            CENTENE:

                                            CENTENE CORPORATION

                                            By: /s/ Michael Neidorff
                                               ---------------------------------

                                                President & CEO
                                               ------------------------

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

                                            BUYER:

                                            BUCKEYE COMMUNITY HEALTH PLAN:

                                            By: /s/ Michael Neidorff
                                               ---------------------------------

                                                President & CEO
                                               ------------------------

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

                                            PARENT:

                                            MERCY HEALTH PARTNERS

                                            By: /s/ Steve Mickus
                                               ---------------------------------

                                                President & CEO
                                               ------------------------

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

                                            SELLER:

                                            FAMILY HEALTH PLAN, INC.

                                            By: /s/ Samantha Platzke
                                               ---------------------------------

                                                Executive Director
                                               ------------------------

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

<PAGE>

                                    EXHIBIT C

                BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
made and entered into as of ______________, 2003, by and among Buckeye Community
Health Plan, a Ohio health insuring corporation and wholly-owned subsidiary of
Centene ("Buyer") and Family Health Plan Inc., an Ohio non-profit corporation
("Seller") and evidences the sale, conveyance, assignment, and transfer of all
of the rights, title and interest of every type in and to the Assets, as
described herein.

                                    RECITALS

         A.       Buyer and Seller are parties to that certain Asset Sale and
Purchase Agreement ("Purchase Agreement"), dated September __, 2003.

         B.       The Purchase Agreement provides for the transfer from Seller
to Buyer of certain assets as more particularly described and defined in the
Purchase Agreement and the exhibits and schedules attached thereto ("Assets").

         C.       Buyer and Seller are closing the transaction set forth in the
Purchase Agreement effective as of the date of this Agreement.

         NOW, THEREFORE, for and in consideration of the above recitals, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the parties hereby agree as follows.

         1.       All capitalized terms used in this Agreement not otherwise
defined in this Agreement shall have the meanings set forth for those terms in
the Purchase Agreement.

         2.       Subject to the terms of the Purchase Agreement, Seller hereby
agrees to sell, transfer, convey, assign and deliver to Buyer, or cause to be
sold, transferred, conveyed, assigned and delivered to Buyer, free and clear of
all Liens and encumbrances of any kind, and Buyer hereby agrees to purchase and
accept assignment from Seller or Seller's Affiliates, all of the legal and
beneficial right, title and interest in, to and under Assets of every kind and
description that are owned and used by Seller in the operation of or necessary
and/or material to the Medicaid Business in the Service Area, or owned by
Seller's Affiliates. In particular, but without limiting the generality of the
foregoing statement, Seller specifically grants, conveys, assigns, transfers,
sells and delivers to Buyer, its successors, assigns and legal representatives,
as of the date of this Agreement, (i) Seller's rights to continue to operate the
Medicaid Business under the Seller's Medicaid Contract, including but not
limited to all rights to provide ODJFS prescribed health services to Medicaid
Members and the corresponding right to receive capitation payments, premium
payments, delivery supplemental payments, and any other revenues payable by
ODJFS with respect to such members from and after the Effective Date; (ii) all
of Seller's rights, title and interest in the Provider Agreements identified in
Schedule 2.1(b) of the Purchase Agreement; and (iii) all of Seller's rights,
title and interest in the books, records, and other assets of Seller related

<PAGE>

to the Seller's Medicaid Contract, as identified in the Purchase Agreement, to
have and to hold, together with all and singular the rights and appurtenances
thereto belonging to Seller.

         3.       Buyer hereby assumes the Assumed Liabilities, as defined in
the Purchase Agreement, and all of the duties, obligations and liabilities
related to the Assumed Liabilities. Seller retains full responsibility for the
Excluded Liabilities and all of the duties, obligations and liabilities related
to the Excluded Liabilities.

         4.       The representations, warranties, covenants and agreements
found in the Purchase Agreement are incorporated herein by reference, the same
as if set forth herein in their entirety.

         5.       Nothing in this Agreement is intended to modify, amend, or
alter in any respect the rights and obligations of the parties under the
Purchase Agreement, which will remain in full force and effect notwithstanding
the execution and delivery of this Agreement.

         6.       Buyer and Seller agree to take or cause to be taken such
further action to execute, deliver and file or cause to be executed, delivered
and filed, such further documents and instruments, and to obtain such further
consents, as may be necessary or as may be reasonably requested in order to
effectuate fully the purposes, terms and conditions of this Agreement.

         7.       This Agreement is binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
Except for the parties to this Agreement, a successor in interest, or assignee
of a party, no person or entity is or shall be entitled to bring any action to
enforce any provision of this Agreement against any of the parties.

         8.       If there is a conflict between the terms of the Purchase
Agreement and this Agreement, the terms of the Purchase Agreement shall control.

         9.       This Agreement shall be governed and construed in accordance
with the internal laws of the State of Ohio without regard to principles of
choice of law or conflicts of law which would direct the application of the laws
of a different jurisdiction.

                            [SIGNATURE PAGE FOLLOWS]

                                      A-2

<PAGE>

                                                                  EXECUTION COPY

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                               BUCKEYE COMMUNITY HEALTH PLAN:

                                            By: /s/ Michael Neidorff
                                               ---------------------------------

                                                President & CEO
                                               ------------------------

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

                                               FAMILY HEALTH PLAN, INC.

                                            By: /s/ Samantha Platzke
                                               ---------------------------------

                                                Executive Director
                                               ------------------------

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

                                      A-3