<PAGE>

                                                                   EXHIBIT 10.34

                   OHIO DEPARTMENT OF JOB AND FAMILY SERVICES

                   OHIO MEDICAL ASSISTANCE PROVIDER AGREEMENT
                              FOR MANAGED CARE PLAN

         This provider agreement is entered into this first day of December,
2003, at Columbus, Franklin County, Ohio, between the State of Ohio, Department
of Job and Family Services, (hereinafter referred to as ODJFS) whose principal
offices are located in the City of Columbus, County of Franklin, State of Ohio,
and Buckeye Community Health Plan, Inc., Managed Care Plan (hereinafter referred
to as MCP), an Ohio for-profit corporation, whose principal office is located in
the city of Toledo, County of Lucas, State of Ohio.

         MCP is an entity eligible to enter into a provider agreement in
accordance with 42 CFR 438.6 and is engaged in the business of providing prepaid
comprehensive health care services as defined in 42 CFR 438.2. MCP is licensed
as a Health Insuring Corporation by the State of Ohio, Department of Insurance
(hereinafter referred to as ODI), pursuant to Chapter 1751, of the Ohio Revised
Code and is organized and agrees to operate as prescribed by Chapter 5101:3-26
of the Ohio Administrative Code (hereinafter referred to as OAC), and other
applicable portions of the OAC as amended from time to time.

         ODJFS, as the single state agency designated to administer the Medicaid
program under Section 5111.02 of the Ohio Revised Code and Title XIX of the
Social Security Act, desires to obtain MCP services for the benefit of certain
Medicaid recipients. In so doing, MCP has provided and will continue to provide
proof of MCP's capability to provide quality services, efficiently, effectively
and economically during the term of this agreement.

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This provider agreement is a contract between the ODJFS and the undersigned
Managed Care Plan (MCP), provider of medical assistance, pursuant to the federal
contracting provisions of 42 CFR 434.6 in which the MCP agrees to provide
comprehensive medical services as provided in Chapter 5101:3-26 of the Ohio
Administrative Code, assuming the risk of loss, and complying with applicable
state statutes, Ohio Administrative Code, and Federal statutes, rules,
regulations and other requirements, including but not limited to title VI of the
Civil Rights Act of 1964; title IX of the Education Amendments of 1972
(regarding education programs and activities); the Age Discrimination Act of
1975; the Rehabilitation Act of 1973; and the Americans with Disabilities Act.

ARTICLE I  -  GENERAL

A.       MCP agrees to report to the Chief of Bureau of Managed Health Care
         (hereinafter referred to as BMHC) or their designee as necessary to
         assure understanding of the responsibilities and satisfactory
         compliance with this provider agreement.

B.       MCP agrees to furnish its support staff and services as necessary for
         the satisfactory performance of the services as enumerated in this
         provider agreement.

C.       ODJFS may, from time to time as it deems appropriate, communicate
         specific instructions and requests to MCP concerning the performance of
         the services described in this provider agreement.Upon such notice and
         within the designated time frame after receipt of instructions, MCP
         shall comply with such instructions and fulfill such requests to the
         satisfaction of the department. It is expressly understood by the
         parties that these instructions and requests are for the sole purpose
         of performing the specific tasks requested to ensure satisfactory
         completion of the services described in this provider agreement, and
         are not intended to amend or alter this provider agreement or any part
         thereof.

ARTICLE II  -  TIME OF PERFORMANCE

A.       Upon approval by the Director of ODJFS this provider agreement shall be
         in effect from the date entered through June 30, 2004, unless this
         provider agreement is suspended or terminated pursuant to Article VIII
         prior to the termination date, or otherwise amended pursuant to Article
         IX.

ARTICLE III  -  REIMBURSEMENT

A.       ODJFS will reimburse MCP in accordance with rule 5101:3-26-09 of the
         Ohio Administrative Code and the appropriate appendices of this
         provider agreement.

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ARTICLE IV  -  MCP INDEPENDENCE

A.       MCP agrees that no agency, employment, joint venture or partnership has
         been or will be created between the parties hereto pursuant to the
         terms and conditions of this agreement. MCP also agrees that, as an
         independent contractor, MCP assumes all responsibility for any federal,
         state, municipal or other tax liabilities, along with workers
         compensation and unemployment compensation, and insurance premiums
         which may accrue as a result of compensation received for services or
         deliverables rendered hereunder. MCP certifies that all approvals,
         licenses or other qualifications necessary to conduct business in Ohio
         have been obtained and are operative. If at any time during the period
         of this provider agreement MCP becomes disqualified from conducting
         business in Ohio, for whatever reason, MCP shall immediately notify
         ODJFS of the disqualification and MCP shall immediately cease
         performance of its obligation hereunder in accordance with OAC Chapter
         5101:3-26.

ARTICLE V  -  CONFLICT OF INTEREST; ETHICS LAWS

A.       In accordance with the safeguards specified in section 27 of the Office
         of Federal Procurement Policy Act (41 U.S.C. 423) and other applicable
         federal requirements, no officer, member or employee of MCP, the Chief
         of BMHC, or other ODJFS employee who exercises any functions or
         responsibilities in connection with the review or approval of this
         provider agreement or provision of services under this provider
         agreement shall, prior to the completion of such services or
         reimbursement, acquire any interest, personal or otherwise, direct or
         indirect, which is incompatible or in conflict with, or would
         compromise in any manner or degree the discharge and fulfillment of his
         or her functions and responsibilities with respect to the carrying out
         of such services. For purposes of this article, "members" does not
         include individuals whose sole connection with MCP is the receipt of
         services through a health care program offered by MCP.

B.       MCP hereby covenants that MCP, its officers, members and employees of
         the MCP have no interest, personal or otherwise, direct or indirect,
         which is incompatible or in conflict with or would compromise in any
         manner of degree the discharge and fulfillment of his or her functions
         and responsibilities under this provider agreement. MCP shall
         periodically inquire of its officers, members and employees concerning
         such interests.

C.       Any person who acquires an incompatible, compromising or conflicting
         personal or business interest shall immediately disclose his or her
         interest to ODJFS in writing. Thereafter, he or she shall not
         participate in any action affecting the services under this provider
         agreement, unless ODJFS shall determine that, in the light of the
         personal interest disclosed, his or her participation in any such
         action would not be contrary to the public interest. The written
         disclosure of such interest shall be made to: Chief, Bureau of Managed
         Health Care, ODJFS.

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D.       No officer, member or employee of MCP shall promise or give to any
         ODJFS employee anything of value that is of such a character as to
         manifest a substantial and improper influence upon the employee with
         respect to his or her duties. No officer, member or employee of MCP
         shall solicit an ODJFS employee to violate any ODJFS rule or policy
         relating to the conduct of the parties to this agreement or to violate
         sections 102.03, 102.04, 2921.42 or 2921.43 of the Ohio Revised Code.

E.       MCP hereby covenants that MCP, its officers, members and employees are
         in compliance with section 102.04 of the Revised Code and that if MCP
         is required to file a statement pursuant to 102.04(D)(2) of the Revised
         Code, such statement has been filed with the ODJFS in addition to any
         other required filings.

ARTICLE VI  -  EQUAL EMPLOYMENT OPPORTUNITY

A.       MCP agrees that in the performance of this provider agreement or in the
         hiring of any employees for the performance of services under this
         provider agreement, MCP shall not by reason of race, color, religion,
         sex, sexual orientation, age, disability, national origin, veteran's
         status, health status, or ancestry, discriminate against any citizen of
         this state in the employment of a person qualified and available to
         perform the services to which the provider agreement relates.

B.       MCP agrees that it shall not, in any manner, discriminate against,
         intimidate, or retaliate against any employee hired for the performance
         or services under the provider agreement on account of race, color,
         religion, sex, sexual orientation, age, disability, national origin,
         veteran's status, health status, or ancestry.

C.       In addition to requirements imposed upon subcontractors in accordance
         with OAC Chapter 5101:3-26, MCP agrees to hold all subcontractors and
         persons acting on behalf of MCP in the performance of services under
         this provider agreement responsible for adhering to the requirements of
         paragraphs (A) and (B) above and shall include the requirements of
         paragraphs (A) and (B) above in all subcontracts for services performed
         under this provider agreement, in accordance with rule 5101:3-26-05 of
         the Ohio Administrative Code.

ARTICLE VII  -  RECORDS, DOCUMENTS AND INFORMATION

A.       MCP agrees that all records, documents, writings or other information
         produced by MCP under this provider agreement and all records,
         documents, writings or other information used by MCP in the performance
         of this provider agreement shall be treated in accordance with rule
         5101:3-26-06 of the Ohio Administrative Code. MCP must maintain an
         appropriate record system for services provided to members. MCP must
         retain all records in accordance with 45 CFR 74.

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B.       All information provided by MCP to ODJFS that is proprietary shall be
         held to be strictly confidential by ODJFS. Proprietary information is
         information which, if made public, would put MCP at a disadvantage in
         the market place and trade of which MCP is a part [see Ohio Revised
         Code Section 1333.61(D)]. MCP is responsible for notifying ODJFS of the
         nature of the information prior to its release to ODJFS. ODJFS reserves
         the right to require reasonable evidence of MCP's assertion of the
         proprietary nature of any information to be provided and ODJFS will
         make the final determination of whether this assertion is supported.
         The provisions of this Article are not self-executing.

C.       MCP shall not use any information, systems, or records made available
         to it for any purpose other than to fulfill the duties specified in
         this provider agreement. MCP agrees to be bound by the same standards
         of confidentiality that apply to the employees of the ODJFS and the
         State of Ohio. The terms of this section shall be included in any
         subcontracts executed by MCP for services under this provider
         agreement. MCP must implement procedures to ensure that in the process
         of coordinating care, each enrollee's privacy is protected consistent
         with the confidentiality requirements in 45 CFR parts 160 and 164.

ARTICLE VIII  -  SUSPENSION AND TERMINATION

A.       This provider agreement may be canceled by the department or MCP upon
         written notice in accordance with the applicable rule(s) of the Ohio
         Administrative Code, with termination to occur at the end of the last
         day of a month.

B.       MCP, upon receipt of notice of suspension or termination, shall cease
         provision of services on the suspended or terminated activities under
         this provider agreement; suspend, or terminate all subcontracts
         relating to such suspended or terminated activities, take all necessary
         or appropriate steps to limit disbursements and minimize costs, and
         furnish a report, as of the date of receipt of notice of suspension or
         termination describing the status of all services under this provider
         agreement.

C.       In the event of suspension or termination under this Article, MCP shall
         be entitled to reconciliation of reimbursements through the end of the
         month for which services were provided under this provider agreement,
         in accordance with the reimbursement provisions of this provider
         agreement.

D.       ODJFS may, in its judgment, suspend, terminate or fail to renew this
         provider agreement if the MCP or MCP's subcontractors violate or fail
         to comply with the provisions of this agreement or other provisions of
         law or regulation governing the Medicaid program. Where ODJFS proposes
         to suspend, terminate or refuse to enter into a provider agreement, the
         provisions of applicable sections of the Ohio Administrative Code with
         respect to ODJFS' suspension, termination or refusal to enter into a
         provider agreement shall apply, including the MCP's right to request a
         public hearing under Chapter 119, of the Revised Code.

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E.       When initiated by MCP, termination of or failure to renew the provider
         agreement requires written notice to be received by ODJFS at least 75
         days in advance of the termination or renewal date, provided, however,
         that termination or non-renewal must be effective at the end of the
         last day of a calendar month. In the event of non-renewal of the
         provider agreement with ODJFS, if MCP is unable to provide notice to
         ODJFS 75 days prior to the date when the provider agreement expires,
         and if, as a result of said lack of notice, ODJFS is unable to
         disenroll Medicaid enrollees prior to the expiration date, then the
         provider agreement shall be deemed extended for up to two calendar
         months beyond the expiration date and both parties shall, for that
         time, continue to fulfill their duties and obligations as set forth
         herein.

ARTICLE IX  -  AMENDMENT AND RENEWAL

A.       This writing constitutes the entire agreement between the parties with
         respect to all matters herein. This provider agreement may be amended
         only by a writing signed by both parties. Any written amendments to
         this provider agreement shall be prospective in nature.

B.       This provider agreement may be renewed one or more times by a writing
         signed by both parties for a period of not more than twelve months for
         each renewal.

C.       In the event that changes in State or Federal law, regulations, an
         applicable waiver, or the terms and conditions of any applicable
         federal waiver, require ODJFS to modify this agreement, ODJFS shall
         notify MCP regarding such changes and this agreement shall be
         automatically amended to conform to such changes without the necessity
         for executing written amendments pursuant to this Article of this
         provider agreement.

ARTICLE X  -  LIMITATION OF LIABILITY

A.       MCP agrees to indemnify the State of Ohio for any liability resulting
         from the actions or omissions of MCP or its subcontractors in the
         fulfillment of this provider agreement.

B.       MCP hereby agrees to be liable for any loss of federal funds suffered
         by ODJFS for enrollees resulting from specific, negligent acts or
         omissions of the MCP or its subcontractors during the term of this
         agreement, including but not limited to the nonperformance of the
         duties and obligations to which MCP has agreed under this agreement.

C.       In the event that, due to circumstances not reasonably within the
         control of MCP or ODJFS, a major disaster, epidemic, complete or
         substantial destruction of facilities, war, riot or civil insurrection
         occurs, neither ODJFS nor MCP will have any liability or obligation on
         account of reasonable delay in the provision or the arrangement of
         covered services; provided that so long as MCP's certificate of
         authority remains in full force and effect, MCP shall be liable for the
         covered services required to be provided or arranged for in accordance
         with this agreement.

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ARTICLE XI - ASSIGNMENT

A.       MCP shall not assign any interest in this provider agreement and shall
         not transfer any interest in the same (whether by assignment or
         novation) without the prior written approval of ODJFS and subject to
         such conditions and provisions as ODJFS may deem necessary. Any such
         assignments shall be submitted for ODJFS' review 120 days prior to the
         desired effective date. No such approval by ODJFS of any assignment
         shall be deemed in any event or in any manner to provide for the
         incurrence of any obligation by ODJFS in addition to the total
         agreed-upon reimbursement in accordance with this agreement.

B.       MCP shall not assign any interest in subcontracts of this provider
         agreement and shall not transfer any interest in the same (whether by
         assignment or novation) without the prior written approval of ODJFS and
         subject to such conditions and provisions as ODJFS may deem necessary.
         Any such assignments of subcontracts shall be submitted for ODJFS'
         review 30 days prior to the desired effective date. No such approval by
         ODJFS of any assignment shall be deemed in any event or in any manner
         to provide for the incurrence of any obligation by ODJFS in addition to
         the total agreed-upon reimbursement in accordance with this agreement.

ARTICLE XII  -  CERTIFICATION MADE BY MCP

A.       This agreement is conditioned upon the full disclosure by MCP to ODJFS
         of all information required for compliance with federal regulations as
         requested by ODJFS.

B.       By executing this agreement, MCP certifies that no federal funds paid
         to MCP through this or any other agreement with ODJFS shall be or have
         been used to lobby Congress or any federal agency in connection with a
         particular contract, grant, cooperative agreement or loan. MCP further
         certifies compliance with the lobbying restrictions contained in
         Section 1352, Title 31 of the U.S.Code, Section 319 of Public Law
         101-121 and federal regulations issued pursuant thereto and contained
         in 45 CFR Part 93, Federal Register, Vol. 55, No. 38, February 26,
         1990, pages 6735-6756. If this provider agreement exceeds $100,000, MCP
         has executed the Disclosure of Lobbying Activities, Standard Form LLL,
         if required by federal regulations. This certification is material
         representation of fact upon which reliance was placed when this
         provider agreement was entered into.

C.       By executing this agreement, MCP certifies that neither MCP nor any
         principals of MCP (i.e., a director, officer, partner, or person with
         beneficial ownership of more than 5% of the MCP's equity) is presently
         debarred, suspended, proposed for debarment, declared ineligible, or
         otherwise excluded from participation in transactions by any Federal
         agency. The MCP also certifies that the MCP has no employment,
         consulting or any other arrangement with any such debarred or suspended
         person for the provision of items or services or services that are
         significant and material to the MCP's contractual obligation with
         ODJFS. This certification is a material representation of fact upon
         which reliance was placed when this provider agreement was entered
         into.

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         If it is ever determined that MCP knowingly executed this certification
         erroneously, then in addition to any other remedies, this provider
         agreement shall be terminated pursuant to Article VII, and ODJFS must
         advise the Secretary of the appropriate Federal agency of the knowingly
         erroneous certification.

D.       By executing this agreement, MCP certifies compliance with Article V as
         well as agreeing to future compliance with Article V. This
         certification is a material representation of fact upon which reliance
         was placed when this contract was entered into.

E.       By executing this agreement, MCP certifies compliance with the
         executive agency lobbying requirements of sections 121.60 to 121.69 of
         the Ohio Revised Code. This certification is a material representation
         of fact upon which reliance was placed when this provider agreement was
         entered into.

F.       By executing this agreement, MCP certifies that MCP is not on the most
         recent list established by the Secretary of State, pursuant to section
         121.23 of the Ohio Revised Code, which identifies MCP as having more
         than one unfair labor practice contempt of court finding. This
         certification is a material representation of fact upon which reliance
         was placed when this provider agreement was entered into.

G.       By executing this agreement, MCP certifies compliance with section
         4141.044 of the Ohio Revised Code which requires MCP to provide a
         listing of all available job vacancies to the ODJFS. This requirement
         does not apply when MCP is filling the vacancy from within the
         organization or pursuant to a customary and traditional employer-union
         hiring arrangement.

H.       By executing this agreement MCP agrees not to discriminate against
         individuals who have or are participating in any work program
         administered by a county Department of Job and Family Services under
         Chapters 5101 or 5107 of the Revised Code.

I.       By executing this agreement, MCP certifies and affirms that, as
         applicable to MCP, no party listed in Division (I) or (J) of Section
         3517.13 of the Ohio Revised Code or spouse of such party has made, as
         an individual, within the two previous calendar years, one or more
         contributions in excess of $1,000.00 to the Governor or to his campaign
         committees. This certification is a material representation of fact
         upon which reliance was placed when this provider agreement was entered
         into. If it is ever determined that MCP's certification of this
         requirement is false or misleading, and not withstanding any criminal
         or civil liabilities imposed by law, MCP shall return to ODJFS all
         monies paid to MCP under this provider agreement. The provisions of
         this section shall survive the expiration or termination of this
         provider agreement.

J.       By executing this agreement, MCP certifies and affirms that HHS, US
         Comptroller General or representatives will have access to books,
         documents, etc. of MCP.

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ARTICLE XIII - CONSTRUCTION

A.       This provider agreement shall be governed, construed and enforced in
         accordance with the laws and regulations of the State of Ohio and
         appropriate federal statutes and regulations. If any portion of this
         provider agreement is found unenforceable by operation of statute or by
         administrative or judicial decision, the operation of the balance of
         this provider agreement shall not be affected thereby; provided,
         however, the absence of the illegal provision does not render the
         performance of the remainder of the provider agreement impossible.

ARTICLE XIV - INCORPORATION BY REFERENCE

A.       Ohio Administrative Code Chapter 5101:3-26 (Appendix A) is hereby
         incorporated by reference as part of this provider agreement having the
         full force and effect as if specifically restated herein.

B.       Appendices B through P and any additional appendices are hereby
         incorporated by reference as part of this provider agreement having the
         full force and effect as if specifically restated herein.

C.       In the event of inconsistence or ambiguity between the provisions of
         OAC 5101:3-26 and this provider agreement, the provision of OAC
         5101:3-26 shall be determinative of the obligations of the parties
         unless such inconsistency or ambiguity is the result of changes in
         federal or state law, as provided in Article IX of this provider
         agreement, in which case such federal or state law shall be
         determinative of the obligations of the parties. In the event OAC
         5101:3-26 is silent with respect to any ambiguity or inconsistency, the
         provider agreement (including Appendices B through P and any additional
         appendices), shall be determinative of the obligations of the parties.
         In the event that a dispute arises which is not addressed in any of the
         aforementioned documents, the parties agree to make every reasonable
         effort to resolve the dispute, in keeping with the objectives of the
         provider agreement and the budgetary and statutory constraints of
         ODJFS.

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The parties have executed this agreement the date first written above. The
agreement is hereby accepted and considered binding in accordance with the terms
and conditions set forth in the preceding statements.

BUCKEYE COMMUNITY HEALTH PLAN, INC.:

BY:  /s/ Michael F. Neidorff                            DATE:  11/24/03
     -------------------------------------                    ------------------
     MICHAEL F. NEIDORFF,PRESIDENT

OHIO DEPARTMENT OF JOB AND FAMILY SERVICES:

BY:  /s/ Thomas Hayes                                   DATE:  11/24/03
     -------------------------------------                    ------------------
     THOMAS J. HAYES, DIRECTOR
<PAGE>

                            PROVIDER AGREEMENT INDEX

<TABLE>
<CAPTION>
 APPENDIX                   TITLE
----------      -------------------------------
<S>             <C>
APPENDIX A      OAC RULES 5101:3-26

APPENDIX B      MCP PROCUREMENT AND PRE-
                CONTRACTING REQUIREMENTS

APPENDIX C      MCP RESPONSIBILITIES

APPENDIX D      ODJFS RESPONSIBILITIES

APPENDIX E      RATE METHODOLOGY

APPENDIX F      COUNTY SPECIFICATIONS

APPENDIX G      COVERAGE AND SERVICES

APPENDIX H      PROVIDER PANEL SPECIFICATIONS

APPENDIX I      PROGRAM INTEGRITY

APPENDIX J      FINANCIAL PERFORMANCE

APPENDIX K      QUALITY ASSESSMENT AND
                PERFORMANCE IMPROVEMENT PROGRAM

APPENDIX L      DATA QUALITY

APPENDIX M      PERFORMANCE EVALUATION

APPENDIX N      COMPLIANCE ASSESSMENT SYSTEM

APPENDIX O      PERFORMANCE INCENTIVES

APPENDIX P      MCP TERMINATIONS/NONRENEWALS/
                AMENDMENTS
</TABLE>

<PAGE>

                                    APPENDIX A

                              OAC RULES 5101:3-26

The managed care program rules can be accessed electronically through the
following website:

http://dynaweb.odjfs.state.oh.us:6336/dynaweb/medicaid/MHC/@Generic_BookView;c
s=default;ts=default

<PAGE>

                                    APPENDIX B

                MCP PROCUREMENT AND PRE-CONTRACTING REQUIREMENTS

The Ohio Department of Job and Family Services (ODJFS) has an open procurement
process (pursuant to 45 CFR Section 74) whereby any qualifying entity may
request consideration to receive a Managed Care Plan (MCP) provider agreement
from ODJFS. Prospective MCPs interested in participating in Ohio's Medicaid
managed care program must submit a formal letter of intent to the Chief of the
Bureau of Managed Health Care (BMHC) which specifically states that the
prospective MCP wishes to actively pursue a provider agreement with ODJFS. Upon
receipt of this letter, BMHC staff will schedule a meeting with the prospective
MCP, following which ODJFS will provide the prospective MCP with a follow-up
letter further outlining the pre-contracting requirements specified in this
Appendix and the projected timetable required for the MCP to receive a provider
agreement.

ODJFS may at its discretion allow a prospective MCP to begin the pre-contracting
process prior to the receipt of their certificate of authority (COA) from the
Ohio Department of Insurance. However, the MCP must have a valid COA prior to
entering into a provider agreement with ODJFS. A prospective MCP that previously
had a provider agreement with ODJFS must comply with all procurement and
pre-contracting requirements prior to receiving a new provider agreement. If the
prior provider agreement terminated more than two years prior to the effective
date of any new provider agreement, such MCP will be considered a plan new to
Ohio Medicaid Managed Care and in its first year of operation.

Prior to ODJFS' issuance of a provider agreement, a prospective MCP must
demonstrate the capability to meet all applicable program requirements specified
in Chapter 5101:3-26 of the Ohio Administrative Code (OAC) and the ODJFS - MCP
Provider Agreement. This demonstration will include a review of documentation
and data submitted by the prospective MCP, and may also include an on-site
review of the prospective MCP's administrative operations. The ODJFS' review
and/or approval of submissions from the prospective MCP will include, but not be
limited to the following:

1.       Administrative submissions:

         a.       a listing of the counties the prospective MCP initially
                  proposes to serve;

         b.       an Ohio Medicaid Provider Number Application, including a
                  request for Taxpayer Identification Number and Certification
                  (W-9) authorization agreement for state Medicaid payments and
                  an electronic funds transfer (EFT) application;

         c.       the designation of an individual who will serve as the primary
                  point of contact between the prospective MCP and ODJFS. A
                  different individual may be designated as the contact person
                  for the prospective MCP's management information systems;

         d.       a statement confirming the organization's willingness to
                  accommodate on-site visits to their administrative offices,
                  its participating provider facilities, and its subcontractors
                  by ODJFS representatives and/or designees;

         e.       a description of the prospective MCP in terms of practice
                  model type (e.g.,group model, staff model, individual practice
                  association, etc.);

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Appendix B
Page 2

         f.       a table of organization;

         g.       a statement of affirmative action that the prospective MCP
                  does not discriminate in its employment practices with regard
                  to race, color, religion, sex, sexual orientation, age,
                  disability, national origin, veteran's status, ancestry,
                  health status or need for health services;

         h.       information including name, address, and association of any
                  individual/ group/entity that will be assisting the
                  prospective MCP with the submission of documentation to ODJFS;

         i.       a signed copy of the ODJFS-required form guaranteeing
                  compliance with noncompetitive bid provisions; and

         j.       notification if the MCP elects not to provide, reimburse for,
                  or provide coverage of, a counseling or referral service
                  because of an objection on moral or religious grounds.

2.       Completed personalized Model Medicaid Addendums as described in OAC
         rule 5101:3-26-05 and Appendix H of this provider agreement which
         incorporate all applicable Ohio Administrative Code rule requirements
         specific to provider subcontracting.

3.       Completed MCP Delegation of Services form(s), as applicable.

4.       Provider panel and subcontracting requirements: Prospective MCPs must
         submit documentation to verify compliance with provider panel and
         subcontracting requirements specified in OAC rule 5101:3-26-05 and
         Appendix H of this provider agreement.

5.       MIS Requirements: Prospective MCPs must meet the Health Information
         Systems requirements and formats specified in Appendix C of this
         provider agreement and may be required to complete an information
         systems questionnaire. MCPs must allow adequate time to meet encounter
         data requirements (on average it has taken most MCPs approximately four
         months to successfully complete encounter data testing). ODJFS will not
         accept encounter data test tapes from the prospective MCP or their
         ODJFS-approved delegated entity(ies) until the prospective MCP has
         received an Ohio Medicaid Provider Number. Before ODJFS enters into a
         provider agreement, ODJFS or designee may review the information system
         capabilities of each prospective MCP as described in Appendix C of this
         provider agreement. In addition to encounter data testing, the
         prospective MCP will be required to demonstrate to ODJFS their
         capability to successfully provide the following required electronic
         file submissions in the specified formats: Screening Assessment and
         Case Management System (SACMS), appeals and grievances, newborn
         notification and member-designated primary care physician (PCP) files.

6.       Verification of operational program requirements specified by ODJFS,
         including but not limited to, the following areas:

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Appendix B
Page 3

         a.       Behavioral Health Services/Coordination requirements specified
                  in Appendix G of this provider agreement;

         b.       Call Center requirements specified in Appendix C of this
                  provider agreement;

         c.       Case Management requirements specified in OAC rule
                  5101:3-26-03.1 and Appendix G of this provider agreement;

         d.       Children with Special Health Care needs requirements specified
                  in Appendix G of this provider agreement;

         e.       Program Integrity requirements specified in OAC rule
                  5101:3-26-06 and Appendix I of this provider agreement;

         f.       Appeal, Grievance and State Hearings requirements specified in
                  OAC rules 5101:3-26-08.3, 08.4, and 08.5.

         g.       Interpreter Services requirements specified in Appendix C of
                  this provider agreement;

         h.       Requirements for marketing materials including marketing staff
                  training (if applicable) and solicitation brochure as
                  specified in OAC rule 5101:3-26-08.2;

         i.       New member material requirements including Member
                  Identification (ID) Card, Member Handbook, Provider Directory
                  and Advance Directives Notification as specified in OAC rule
                  5101:3-26-08.2;

         j.       Utilization Management and Prior Authorization requirements
                  specified in OAC rule 5101:3-26-03.1 and Appendix G of this
                  provider agreement; and

         k.       Quality Assessment and Performance Improvement (QAPI)
                  requirements specified in OAC rule 5101:3-26-07.1 and Appendix
                  K of this provider agreement.

7.       Prospective MCPs must attend and participate in mandatory technical
         assistance sessions provided by ODJFS.

8.       Financial submissions: Prospective MCPs must submit the following
         documentation to verify compliance with the financial requirements
         specified in OAC rule 5101:3-26-09 and Appendix J of this provider
         agreement.

         a.       Evidence of reinsurance coverage from a licensed commercial
                  carrier to protect against catastrophic inpatient-related
                  medical expenses incurred by Medicaid members;

         b.       Quarterly, Annual and Independently Audited Annual National
                  Association of Insurance Commissioners (NAIC) Financial
                  Statements for the past three years for all lines of business.
                  If the MCP has been operating for fewer than three years, then
                  MCP should provide the referenced NAIC financial statements
                  for the available years; and

         c.       ODJFS-designated Physician Incentive Plan form.

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Appendix B
Page 4

9.       Membership Data and Reconciliation: Prospective MCPs must complete the
         Membership Data Maintenance and Reconciliation questionnaire and
         demonstrate the following membership data and reconciliation
         requirements:

         a.       Capability to accept and utilize consumer contact record (CCR)
                  data;

         b.       Capability to accept and maintain membership data contained on
                  the monthly member roster (MMR);

         c.       Capability to accept and reconcile premium and delivery
                  payments with the monthly remittance advice;

         d.       Capability to reconcile membership data with remittance
                  advice;

         e.       Capability to accept and maintain pending member-provided
                  information, such as PCP choice, hospitalization reporting,
                  etc., prior to receiving and reconciling the CCR and MMR; and

         f.       Identification of new members hospitalized prior to and
                  remaining hospitalized on the effective date of MCP
                  membership.

<PAGE>

                                   APPENDIX C

                              MCP RESPONSIBILITIES

The MCP must meet on an ongoing basis, all program requirements specified in
Chapter 5101:3-26 of the Ohio Administrative Code (OAC) and the Ohio Department
of Job and Family Services (ODJFS) - MCP Provider Agreement. The following are
MCP responsibilities that are not otherwise specifically stated in OAC rule
provisions or elsewhere in the MCP provider agreement.

SFY 2004 Program Provisions

As specified by ODJFS, currently-contracting MCPs may be required to submit
verification of any operational program requirements not already verified in
order to demonstrate compliance and readiness with the SFY 2004 program
provisions.

General Provisions

1.       The MCP agrees to implement program modifications in response to
         changes in applicable state and federal laws and regulations.

2.       The MCP must submit a current copy of their Certificate of Authority
         (COA) to ODJFS within 30 days of issuance by the Ohio Department of
         Insurance.

3        The MCP must designate a primary contact person (the Medicaid
         Coordinator) who will dedicate a majority of their time to the Medicaid
         product line and coordinate overall communication between ODJFS and the
         MCP. ODJFS may also require the MCP to designate contact staff for
         specific program areas. The Medicaid Coordinator will be responsible
         for ensuring the timeliness, accuracy, completeness and responsiveness
         of all MCP submissions to ODJFS.

4.       All MCP employees are to direct all day-to-day submissions and
         communications to their ODJFS-designated Contract Administrator unless
         otherwise notified by ODJFS.

5.       The MCP must be represented at all meetings and events designated by
         ODJFS as requiring mandatory attendance.

6.       The MCP must have an administrative office located in Ohio.

7.       Upon request by ODJFS, the MCP must submit information on the current
         status of their company's operations not specifically covered under
         this provider agreement (for example, other product lines, Medicaid
         contracts in other states, NCQA accreditation, etc.)

8.       The MCP must assure that all new employees are trained on applicable
         program requirements.

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Appendix C
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9.       If an MCP determines that it does not wish to provide, reimburse, or
         cover a counseling service or referral service due to an objection to
         the service on moral or religious grounds, it must immediately notify
         ODJFS to coordinate the implementation of this change. MCPs will be
         required to notify their members of this change at least 30 days prior
         to the effective date. The MCP's member handbook and provider
         directory, as well as all marketing materials, will need to include
         information specifying any such services that the MCP will not provide.

10.      For any data and/or documentation that MCPs are required to maintain,
         ODJFS may request that MCPs provide analysis of this data and/or
         documentation to ODJFS in an aggregate format.

11.      The MCP is responsible for determining medical necessity for services
         and supplies requested for their members as specified in OAC rule
         5101:3-26-03. Notwithstanding such responsibility, ODJFS retains the
         right to make the final determination on medical necessity in specific
         member situations.

12.      In addition to the timely submission of medical records at no cost for
         the annual external quality review as specified in OAC rule
         5101:3-26-07, the MCP may be required for other purposes to submit
         medical records at no cost to ODJFS and/or designee upon request.

13.      Upon request by ODJFS, MCPs may be required to provide written notice
         to members of any significant change(s) affecting contractual
         requirements, member services or access to providers.

14.      MCPs must notify ODJFS, but are not required to obtain ODJFS prior
         approval, for services the MCP elects to cover that are in addition to
         those covered under the Ohio Medicaid fee-for-service program.

15.      MCPs must comply with any applicable Federal and State laws that
         pertain to member rights and ensure that its staff and affiliated
         providers take those rights into account when furnishing services to
         members.

16.      MCPs must comply with any other applicable Federal and State laws (such
         as Title VI of the Civil rights Act of 1964, etc.) and other laws
         regarding privacy and confidentiality.

17.      Upon request, the MCP will provide members and potential members with a
         copy of their practice guidelines.

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Appendix C
Page 3

18.      The MCP is responsible for promoting the delivery of services in a
         culturally competent manner to all members, including those with
         limited English proficiency and diverse cultural and ethnic
         backgrounds.

19.      Translations for Limited English Proficient (LEP) Members and Eligible
         Individuals

         In order to assure compliance with OAC rules 5101:3-26-08 and
         5101-3-26-08.2, MCPs must provide written translations of certain MCP
         materials in the prevalent non-English languages of members and
         eligible individuals.

         When 10% or more of the eligible individuals in the MCP's service area
         have a common primary language other than English, the MCP must
         translate all ODJFS-approved marketing materials into the primary
         language of that group. The MCP must monitor, on an ongoing basis,
         changes in the eligible population in the service area to determine
         which, if any, primary language groups meet the 10% threshold.

         When 10% or more of an MCP's members in the MCP's service area have a
         common primary language other than English, the MCP must translate all
         ODJFS-approved member materials into the primary language of that
         group. The MCP must monitor, on an ongoing basis, changes in their
         membership to determine which, if any, primary language groups meet the
         10% threshold.

         Additional requirements specific to providing assistance to
         hearing-impaired, vision-impaired, limited reading proficient, and LEP
         members and eligible individuals are found in OAC rules 5101:3-26-03.1,
         5101:3-26-05(D), 5101:3-26-08 and 5101-3-26-08.2.

20.      The MCP is responsible for ensuring that all member materials use
         easily understood language and format.

21.      Advance Directives - All MCPs must comply with the requirements
         specified in 42 CFR 422.128. At a minimum, the MCP must:

         a.       Maintain written policies and procedures that meet the
                  requirements for advance directives, as set forth in 42 CFR
                  Subpart I of part 489.

         b.       Maintain written policies and procedures concerning advance
                  directives with respect to all adult individuals receiving
                  medical care by or through the MCP to ensure that the MCP:

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Appendix C
Page 4

         i.       Provides written information to all adult members concerning:

                  a.       the member's rights under state law to make decisions
                           concerning their medical care, including the right to
                           accept or refuse medical or surgical treatment and
                           the right to formulate advance directives.

                  b.       the MCP's policies concerning the implementation of
                           those rights including a clear and precise statement
                           of any limitation regarding the implementation of
                           advance directives as a matter of conscience;

                  c.       any changes in state law regarding advance directives
                           as soon as possible but no later than 90 days after
                           the proposed effective date of the change; and

                  d.       the right to file complaints concerning noncompliance
                           with the advance directive requirements with the Ohio
                           Department of Health.

         ii.      Provides for education of staff concerning the MCP's policies
                  and procedures on advance directives;

         iii.     Provides for community education regarding advance directives
                  directly or in concert with other providers or entities;

         iv.      Requires that the member's medical record document whether or
                  not the member has executed an advance directive; and

         v.       Does not condition the provision of care, or otherwise
                  discriminate against a member, based on whether the member has
                  executed an advance directive.

22.      Call Center Standards

         The MCP must provide assistance to enrollees through a member services
         toll-free call-in system pursuant to OAC rule 5101:3-26-08.2(A)(1). MCP
         member services staff must be available at all times to provide
         assistance to members through the toll-free call-in system every Monday
         through Friday, 8:30 a.m. to 4:30 p.m., except for major holidays as
         specified in the MCP's member handbook. The MCP must also provide
         access to medical advice and direction through a centralized
         twenty-four-hour toll-free call-in system pursuant to OAC rule
         5101:3-26-03.1(A)(6). The twenty-four hour call-in system must be
         staffed by appropriately trained medical personnel. For the purposes of
         meeting this requirement, trained medical professionals are defined as
         physicians, physician assistants, licensed practical nurses, and
         registered nurses.

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Appendix C
Page 5

         MCPs must meet the current American Accreditation HealthCare
         Commission/URAC-designed Health Call Center Standards (HCC) for call
         center abandonment rate, blockage rate and average speed of answer. By
         the 10th of each month, MCPs must self-report their prior month
         performance in these three areas for their member services and
         twenty-four-hour toll-free call-in systems to ODJFS. ODJFS will inform
         the MCPs of any changes/updates to these URAC call center standards.

23.      HIPAA Privacy Compliance Requirements

         The Health Insurance Portability and Accountability Act (HIPAA) Privacy
         Regulations at 45 CFR. Section 164.502(e) and Section 164.504(e)
         require ODJFS to have agreements with MCPs as a means of obtaining
         satisfactory assurance that the MCPs will appropriately safeguard all
         personal identified health information. Protected Health Information
         (PHI) is information received from or on behalf of ODJFS that meets the
         definition of PHI as defined by HIPAA and the regulations promulgated
         by the United States Department of Health and Human Services,
         specifically 45 CFR 164.501, and any amendments thereto. MCPs must
         agree to the following:

         a.       MCPs shall not use or disclose PHI other than is permitted by
                  this agreement or required by law.

         b.       MCPs shall use appropriate safeguards to prevent unauthorized
                  use or disclosure of PHI.

         c.       MCPs shall report to ODJFS any unauthorized use or disclosure
                  of PHI of which it becomes aware.

         d.       MCPs shall ensure that all its agents and subcontractors agree
                  to these same PHI conditions and restrictions.

         e.       MCPs shall make PHI available for access as required by law.

         f.       MCP shall make PHI available for amendment, and incorporate
                  amendments as appropriate as required by law.

         g.       MCPs shall make PHI disclosure information available for
                  accounting as required by law.

         h.       MCPs shall make its internal PHI practices, books and records
                  available to the Secretary of Health and Human Services (HHS)
                  to determine compliance.

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Appendix C
Page 6

         i.       Upon termination of their agreement with ODJFS, the MCPs, at
                  ODJFS' option, shall return to ODJFS, or destroy, all PHI in
                  its possession, and keep no copies of the information, except
                  as requested by ODJFS or required by law.

         j.       ODJFS will propose termination of the MCP's provider agreement
                  if ODJFS determines that the MCP has violated a material
                  breach under this section of the agreement, unless
                  inconsistent with statutory obligations of ODJFS or the MCP.

24.      MCP Membership acceptance, documentation and reconciliation

         a.       Selection Services Contractor: The MCP shall provide to the
                  selection services contractor (SSC) ODJFS prior-approved MCP
                  materials and directories for distribution to eligible
                  individuals who request additional information about the MCP.

         b.       Monthly Reconciliation of Membership and Premiums: The MCP
                  shall reconcile member data as reported on the SSC-produced
                  consumer contact record (CCR) with the ODJFS-produced monthly
                  member roster (MMR) and report to the ODJFS any difficulties
                  in interpreting or reconciling information received.
                  Membership reconciliation questions must be identified and
                  reported to the ODJFS prior to the first of the month to
                  assure that no member is left without coverage. The MCP shall
                  reconcile membership with premium payments and delivery
                  payments as reported on the monthly remittance advice (RA).

                  The MCP shall work directly with the ODJFS, or other
                  ODJFS-identified entity, to resolve any difficulties in
                  interpreting or reconciling premium information. Premium
                  reconciliation questions must be identified within 30 days of
                  receipt of the RA.

         c.       Monthly Premiums and Delivery Payments: The MCP must be able
                  to receive monthly premiums and delivery payments in a method
                  specified by ODJFS. (ODJFS monthly prospective premium and
                  delivery payment issue dates are provided in advance to the
                  MCPs.) Various retroactive premium payments (e.g., newborns),
                  and recovery of premiums paid (e.g., retroactive terminations
                  of membership for children in custody, deferments, etc.,) may
                  occur via any ODJFS weekly remittance.

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Appendix C
Page 7

         d.       Hospital Deferment Requests: When the MCP learns of a new
                  member's hospitalization that is eligible for deferment prior
                  to that member's discharge, the MCP shall notify the hospital
                  and treating providers of the potential that the MCP may not
                  be the payer. The MCP shall work with hospitals, providers and
                  the ODJFS to assure that discharge planning assures continuity
                  of care and accurate payment. Notwithstanding the MCP's right
                  to request a hospital deferment up to six months following the
                  member's effective date, when the MCP learns of a
                  deferment-eligible hospitalization, the MCP shall make every
                  effort to notify the ODJFS and request the deferment as soon
                  as possible.

         e.       Just Cause and Continuity of Care Deferment Requests: The MCP
                  shall follow procedures as specified by ODJFS in assisting the
                  ODJFS in resolving member requests for member-initiated
                  requests affecting membership.

         f.       Newborn Notifications: Effective December 1, 2003, the MCP is
                  required to submit newborn notifications to ODJFS in
                  accordance with the ODJFS Newborn Notification File and
                  Submissions Specifications.

         g.       Pending Member

                  (i)      If a pending member (i.e., an eligible individual
                           subsequent to plan selection but prior to their
                           membership effective date) contacts the selected MCP,
                           the MCP must provide any membership information
                           requested and ensure that any care coordination
                           (e.g., PCP selection, continuity of care) information
                           provided by the member is forwarded to the
                           appropriate MCP staff for processing. Such
                           communication does not constitute confirmation of
                           membership.

                  (ii)     Upon receipt of the CCR, the MCP may contact pending
                           members to confirm information provided on the CCR
                           that is unrelated to health status and to inquire if
                           the pending member has any membership questions. In
                           the case of pending members who have actively
                           selected membership (as opposed to assigned members),
                           the MCP may also confirm any health status
                           information provided on the CCR.

25.      Health Information System Requirements

         The ability to develop and maintain information management systems
         capacity is crucial to successful plan performance. ODJFS therefore
         requires MCPs to demonstrate their ongoing capacity in this area by
         meeting several related specifications.

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Appendix C
Page 8

         a.       Health Information System

                  (i)      As required by 42 CFR 438.242(a), each MCP must
                           maintain a health information system that collects,
                           analyzes, integrates, and reports data. The system
                           must provide information on areas including, but not
                           limited to, utilization, grievances and appeals, and
                           MCP membership terminations for other than loss of
                           Medicaid eligibility.

                  (ii)     As required by 42 CFR 438.242(b)(1), each MCP must
                           collect data on member and provider characteristics
                           and on services furnished to its members.

                  (iii)    As required by 42 CFR 438.242(b)(2), each MCP must
                           ensure that data received from providers is accurate
                           and complete by verifying the accuracy and timeliness
                           of reported data; screening the data for
                           completeness, logic, and consistency; and collecting
                           service information in standardized formats to the
                           extent feasible and appropriate.

                  (iv)     As required by 42 CFR 438.242(b)(3), each MCP must
                           make all collected data available upon request by
                           ODJFS or the Center for Medicare and Medicaid
                           Services (CMS).

         b.       Electronic Data Interchange and Claims Adjudication
Requirements

Claims Adjudication

The MCP must have the capacity to electronically accept and adjudicate
non-pharmacy claims to final status (payment or denial). Prior to implementing
the Health Insurance and Portability and Accountability Act (HIPAA) of 1996
mandated electronic data interchange (EDI) transaction standards, formats used
for non-pharmacy claims must be the UB-92 flat file version 4 for hospital
providers and the National Standard Format for other providers. The MCP must
demonstrate compliance or the ability to comply with these requirements in order
to receive a provider agreement. At the discretion of the department,
documentation of the capacity to process claims in these formats may be waived
after the HIPAA regulations have become effective and the MCP has demonstrated
the capacity to process claims in the HIPAA-mandated formats.

Information on claims submission procedures must be provided to non-contracting
providers within thirty days of a request. MCPs must inform providers of its
ability to electronically process and adjudicate claims and the process for
submission. Such information must be initiated by the MCP and not only in
response to provider requests.

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Appendix C
Page 9

         The MCP must notify providers who have submitted claims of claims
         status (paid, denied, suspended) within one month of submission. Such
         notification may be in the form of a claim payment/remittance advice
         produced on a routine monthly, or more frequent, basis.

         Electronic Data Interchange

         The MCP shall comply with all applicable provisions of HIPAA including
         electronic data interchange (EDI) standards for code sets and the
         following electronic transactions:

         Health care claims;

         Health care claim status request and response;

         Health care payment and remittance status; and

         Standard code sets.

         Each EDI transaction processed by the MCP shall be implemented in
         conformance with the appropriate version of the transaction
         implementation guide, as specified by federal regulation.

         The MCP must have the capacity to accept the following transactions
         from the Ohio Department of Job and Family services consistent with EDI
         processing specifications in the transaction implementation guides and
         in conformance with the 820 and 834 Transaction Companion Guides issued
         by ODJFS:

         ASC X12 820 - Payroll Deducted and Other Group Premium Payment for
         Insurance Products; and

         ASC X12 834 - Benefit Enrollment and Maintenance.

         The MCP shall comply with the HIPAA mandated EDI transaction standards
         and code sets no later than the required compliance dates as set forth
         in the federal regulations.

         Documentation of Compliance with Mandated EDI Standards

         The capacity of the MCP and/or applicable trading partners and business
         associates to electronically conduct claims processing and related
         transactions in compliance with standards and effective dates mandated
         by HIPAA must be demonstrated as outlined below.

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Appendix C
Page 10

         Verification of Compliance with HIPAA (Health Insurance Portability and
         Accountability Act of 1995)

         MCPs shall submit written verification, prior to the compliance dates
         for transaction standards and code sets specified in 42 CFR Part 162 -
         Health Insurance Reform: Standards for Electronic Transactions (HIPAA
         regulations), that the MCP has established the capability of sending
         and receiving applicable transactions in compliance with the HIPAA
         regulations. The written verification shall specify the date that the
         MCP has: 1) achieved capability for sending and/or receiving the
         following transactions, 2) entered into the appropriate trading partner
         agreements, and 3) implemented standard code sets. If the MCP has
         obtained third-party certification of HIPAA compliance for any of the
         items listed below, that certification may be submitted in lieu of the
         MCP's written verification for the applicable item(s).

         1.       Trading Partner Agreements

         2.       Code Sets

         3.       Transactions

                  a.       Health Care Claims or Equivalent Encounter
                           Information (ASC X12N 837 & NCPDP 5.1)

                  b.       Eligibility for a Health Plan (ASC X12N 270/271)

                  c.       Referral Certification and Authorization (ASC X12N
                           278)

                  d.       Health Care Claim Status (ASC X12N 276/277)

                  e.       Enrollment and Disenrollment in a Health Plan (ASC
                           X12N 834)

                  f.       Health Care Payment and Remittance Advice (ASC X12N
                           835)

                  g.       Health Plan Premium Payments (ASC X12N 820)

                  h.       Coordination of Benefits

Trading Partner Agreement with ODJFS

MCPs must complete and submit an EDI trading partner agreement in a format
specified by the ODJFS. Submission of the copy of the trading partner agreement
prior to entering into the provider agreement may be waived at the discretion of
ODJFS; if submission prior to entering into the provider agreement is waived,
the trading partner agreement must be submitted at a subsequent date determined
by ODJFS.

Noncompliance with the EDI and claims adjudication requirements will result in
the imposition of penalties, as outlined in Appendix N, Compliance Assessment
System, of the Provider Agreement.

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Appendix C
Page 11

         c.       Encounter Data Submission Requirements

                  General Requirements

                  Each MCP must collect data on services furnished to members
                  through an encounter data system and must report encounter
                  data to the ODJFS. ODJFS is required to collect this data
                  pursuant to federal requirements. MCPs are required to submit
                  this data electronically to ODJFS on a monthly basis in the
                  following standard formats:

                  - Institutional Claims - UB92 flat file

                  - Noninstitutional Claims - National standard format

                  - Prescription Drug Claims - NCPDP

                  ODJFS relies heavily on encounter data for monitoring MCP
                  performance. The ODJFS uses encounter data to measure clinical
                  performance, conduct access and utilization reviews, reimburse
                  MCPs for newborn deliveries and help set MCP capitation rates.
                  For these reasons, it is important that encounter data is
                  timely, accurate, and complete. Data quality and performance
                  measures and standards are described in the MCP Provider
                  Agreement.

                  An encounter represents all of the services, including medical
                  supplies and medications, provided to a member of the MCP by a
                  particular provider, regardless of the payment arrangement
                  between the MCP and the provider. For example, if a member had
                  an emergency department visit and was examined by a physician,
                  this would constitute two encounters, one related to the
                  hospital provider and one related to the physician provider.
                  However, for the purposes of calculating a utilization
                  measure, this would be counted as a single emergency
                  department visit. If a member visits their PCP and the PCP
                  examines the member and has laboratory procedures done within
                  the office, then this is one encounter between the member and
                  their PCP. If the PCP sends the member to a lab to have
                  procedures performed, then this is two encounters; one with
                  the PCP and another with the lab. For pharmacy encounters,
                  each prescription filled is a separate encounter.

                  Encounters include services paid for retrospectively through
                  fee-for-service payment arrangements, and prospectively
                  through capitated arrangements. Only encounters with services
                  (line items) that are paid by the MCP, fully or in part, and
                  for which no further payment is anticipated, are acceptable
                  encounter data submissions, except for immunization services.
                  Immunization services submitted to the MCP must be submitted
                  to ODJFS if these services were paid for by another entity
                  (e.g., free vaccine program).

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Appendix C
Page 12

                  All other services that are unpaid or paid in part and for
                  which the MCP anticipates further payment (e.g., unpaid
                  services rendered during a delivery of a newborn) may not be
                  submitted to ODJFS until they are paid. Penalties for
                  noncompliance with this requirement are specified in Appendix
                  N, Compliance Assessment.

                  Acceptance Testing

                  The MCP must have the capability to report all elements in the
                  Minimum Data Set as set forth in the ODJFS Encounter Data
                  Specifications and must submit a test tape in the required
                  formats prior to contracting or prior to an information
                  systems replacement or update.

                  Acceptance testing of encounter data is required:

                  (i)      Before an MCP may submit Aproduction@ encounter
                           tapes; and/or

                  (ii)     Whenever an MCP changes the method or preparer of the
                           electronic media; and/or

                  (iii)    When the ODJFS determines an MCP's data submissions
                           have an unacceptably high error rate.

                  MCPs that change or modify information systems that are
                  involved in producing encounter data files, either internally
                  or by changing vendors, are required to submit to ODJFS for
                  review and approval a transition plan including the submission
                  of test tapes. Once an acceptable test file is submitted to
                  ODJFS, the MCP can return to submitting production files.
                  ODJFS will inform MCPs in writing when a test file is
                  acceptable. Once an MCP's new or modified information systems
                  are operational, that MCP will have up to 90 days to submit an
                  acceptable test file and an acceptable production file.
                  Submission of test files can start before the new or modified
                  information systems are in production. ODJFS reserves the
                  right to verify any MCP's capability to report elements in the
                  minimum data set prior to executing the provider agreement for
                  the next contract period. Penalties for noncompliance with
                  this requirement are specified in Appendix N, Compliance
                  Assessment System.

                  Encounter Data Tape Submission Procedures

                  A certification letter must accompany the submission of an
                  encounter data tape. The certification letter must be signed
                  by the MCP's Chief Executive Officer (CEO), Chief Financial
                  Officer (CFO), or an individual who has delegated authority to
                  sign for, and who reports directly to, the MCP's CEO or CFO.

                  No more than two production tapes per format (e.g., NSF)
                  should be submitted each month. If it is necessary for an MCP
                  to submit more than two production tapes for a particular
                  format in a month, they must request permission to do so
                  through their Contract Administrator.

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Appendix C
Page 13

                  Timing of Encounter Data Submissions

                  ODJFS recommends that MCPs submit encounters no more than
                  thirty-five days after the end of the month in which they were
                  paid. For example, claims paid in January are due March 5.
                  ODJFS recommends that MCPs submit tapes by the 5th of each
                  month. This will help to ensure that the encounters are
                  included in the ODJFS master file in the same month in which
                  they were submitted.

         d.       Information Systems Review

                  Every two years, and before ODJFS enters into a provider
                  agreement with a new MCP, ODJFS or designee may review the
                  information system capabilities of each MCP. Each MCP must
                  participate in the review, except as specified below. The
                  review will assess the extent to which MCPs are capable of
                  maintaining a health information system including producing
                  valid encounter data, performance measures, and other data
                  necessary to support quality assessment and improvement, as
                  well as managing the care delivered to its members.

                  The following activities will be carried out during the
                  review. ODJFS or its designee will:

                  (i)      Review the Information Systems Capabilities
                           Assessment (ISCA) forms, as developed by CMS; which
                           the MCP will be required to complete.

                  (ii)     Review the completed ISCA and accompanying documents;

                  (iii)    Conduct interviews with MCP staff responsible for
                           completing the ISCA, as well as staff responsible for
                           aspects of the MCP's information systems function;

                  (iv)     Analyze the information obtained through the ISCA,
                           conduct follow-up interviews with MCP staff, and
                           write a statement of findings about the MCP's
                           information system.


                  (v)      Assess the ability of the MCP to link data from
                           multiple sources;

                  (vi)     Examine MCP processes for data transfers;

                  (vii)    If an MCP has a data warehouse, evaluate its
                           structure and reporting capabilities;

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Appendix C
Page 14

                  (viii)   Review MCP processes, documentation, and data files
                           to ensure that they comply with state specifications
                           for encounter data submissions; and

                  (ix)     Assess the claims adjudication process and
                           capabilities of the MCP.

         As noted above, the information system review may be performed every
         two years. However, if ODJFS or its designee identifies significant
         information system problems, then ODJFS or its designee may conduct,
         and the MCP must participate in, a review the following year.

         If an MCP had an assessment performed of its information system through
         a private sector accreditation body or other independent entity within
         the two years preceding when the ODJFS or its designee will be
         conducting its review, and has not made significant changes to its
         information system since that time, and the information gathered is the
         same as or consistent with the ODJFS or its designee's proposed review,
         as determined by the ODJFS, then the MCP will not required to undergo
         the IS review. The MCP must provide ODJFS or its designee with a copy
         of the review that was performed so that ODJFS can determine whether or
         not the MCP will be required to participate in the IS review. MCPs who
         are determined to be exempt from the IS review must participate in
         subsequent information system reviews.

26.      Delivery Payments

         MCPs will be reimbursed for paid deliveries that are identified in the
         submitted encounters using the methodology outlined in the ODJFS
         Methods for Reimbursing for Deliveries. The delivery payment represents
         the facility and professional service costs associated with the
         delivery event and postpartum care that is rendered in the hospital
         immediately following the delivery event; no prenatal or neonatal
         experience is included in the delivery payment.

         If a delivery occurred, but the MCP did not reimburse providers for any
         costs associated with the delivery, then the MCP shall not submit the
         delivery encounter to ODJFS and is not entitled to receive payment for
         the delivery. MCPs are required to submit all delivery encounters to
         ODJFS no later than one year after the date of the delivery. Delivery
         encounters which are submitted after this time will be denied payment.
         MCPs will receive notice of the payment denial on the remittance
         advice.

         To capture deliveries outside of institutions (e.g., hospitals) and
         deliveries in hospitals without an accompanying physician encounter,
         both the institutional encounters (UB-92) and the noninstitutional
         encounters (NSF) are searched for deliveries.

<PAGE>

Appendix C
Page 15

         If a physician and a hospital encounter is found for the same delivery,
         only one payment will be made. The same is true for multiple births; if
         multiple delivery encounters are submitted, only one payment will be
         made. The method for reimbursing for deliveries includes the delivery
         of stillborns where the MCP incurred costs related to the delivery.

         Rejections

         If a delivery encounter is not submitted according to ODJFS
         specifications, it will be rejected and MCPs will receive this
         information on the exception report (or error report) that accompanies
         every tape. Tracking, correcting and resubmitting all rejected
         encounters is the responsibility of the MCP and is required by ODJFS.

         Timing of Delivery Payments

         MCPs will be paid monthly for deliveries. For example, payment for a
         delivery encounter submitted by March 5, 2003, will be reimbursed in
         May 2003. This payment will be a part of the weekly update (adjustment
         payment) that is in place currently. The third weekly update of the
         month will include the delivery payment. The remittance advice is in
         the same format as the capitation remittance advice. A delivery payment
         will be indicated by the code >MC00W= in the >Proc-Mod / Revenue-Proc /
         Drug Code= field. All other information will be the same as a
         capitation payment.

         Updating and Deleting Delivery Encounters

         The process for updating and deleting delivery encounters is handled
         differently from all other encounters. See the ODJFS Encounter Data
         Specifications for detailed instructions on updating and deleting
         delivery encounters.

         The process for deleting delivery encounters can be found on page 35 of
         the UB-92 technical specifications (record/field 20-7) and page III-47
         of the NSF technical specifications (record/field CA0-31.0a).

         Auditing of Delivery Payments

         A delivery payment audit will be conducted periodically. If medical
         records do not substantiate that a delivery occurred related to the
         payment that was made, then ODJFS will recoup the delivery payment from
         the MCP. Also, if it is determined that the encounter which triggered
         the delivery payment was not a paid encounter, then ODJFS will recoup
         the delivery payment.

27.      If the MCP will be using the Internet functions that will allow
         approved users to access member information (e.g., eligibility
         verification), the MCP must receive prior approval from ODJFS that
         verifies that the proper safeguards, firewalls, etc., are in place to
         protect member data.

<PAGE>

Appendix C
Page 16

28.      MCPs must receive prior approval from ODJFS before adding any
         information to their website that would require ODJFS prior approval in
         hard copy form (e.g., provider listings, member handbook information).

29.      Pursuant to 42 CFR 438.106(b), the MCP is prohibited from holding a
         member liable for services provided to the member in the event that the
         ODJFS fails to make payment to the MCP.

30.      In the event of an insolvency of an MCP, the MCP, as directed by ODJFS,
         must cover the continued provision of services to members until the end
         of the month in which insolvency has occurred, as well as the continued
         provision of inpatient services until the date of discharge for a
         member who is institutionalized when insolvency occurs.

<PAGE>

                                   APPENDIX D

                             ODJFS RESPONSIBILITIES

The following are ODJFS responsibilities or clarifications that are not
otherwise specifically stated in OAC Chapter 5101: 3-26 or elsewhere in the
ODJFS-MCP provider agreement.

General Provisions

1.       ODJFS will provide MCPs with an opportunity to review and comment on
         the rate-setting time line and proposed rates, and proposed changes to
         the OAC program rules or the provider agreement.

2.       ODJFS will notify MCPs of managed care program policy and procedural
         changes and, whenever possible, offer sufficient time for comment and
         implementation.

3.       ODJFS will provide regular opportunities for MCPs to receive program
         updates and discuss program issues with ODJFS staff.

4.       ODJFS will provide technical assistance sessions where MCP attendance
         and participation is required. ODJFS will also provide optional
         technical assistance sessions to MCPs, individually or as a group.

5.       ODJFS will provide MCPs with an annual MCP Calendar of Submissions
         outlining major submissions and due dates.

6.       ODJFS will identify contact staff, including the Contract
         Administrator, selected for each MCP.

7.       ODJFS will recalculate the minimum provider panel specifications if
         ODJFS determines that significant changes have occurred in the
         availability of specific provider types and the number and composition
         of the eligible population.

8.       ODJFS will recalculate the geographic accessibility standards, using
         the geographic information systems (GIS) software, if ODJFS determines
         that significant changes have occurred in the availability of specific
         provider types and the number and composition of the eligible
         population and/or the ODJFS provider panel specifications.

9.       On a monthly basis, ODJFS will provide MCPs with an electronic file
         containing their MCP's provider panel as reflected in the ODJFS
         Provider Verification System (PVS) database.

10.      On a monthly basis, ODJFS will provide MCPs with an electronic Master
         Provider File containing all the Ohio Medicaid fee-for-service
         providers, which includes their Medicaid Provider Number, as well as
         all providers who have been assigned a provider reporting number for
         encounter data purposes.

<PAGE>

Appendix D
Page 2

11.      County Designation (Voluntary/Mandatory /Preferred Option Designation)
         Membership in a service area is voluntary unless ODJFS approves
         membership in the service area for Preferred Option or mandatory
         status. It is ODJFS' intention to implement mandatory managed care
         programs in service areas wherever choice and capacity allow and the
         criteria in 42 CFR 438.50(a) are met. An MCP in a voluntary county that
         believes it exceeds minimum capacity requirements and possesses an
         exemplary performance history may request that ODJFS designate the
         county as Preferred Option and the plan as the Preferred Option MCP.

12.      Consumer information

         a.       ODJFS or its delegated entity will provide membership notices,
                  informational materials, and instructional materials relating
                  to members and eligible individuals in a manner and format
                  that may be easily understood. At least annually, ODJFS will
                  provide MCP eligible individuals, including current MCP
                  members, with a Consumer Guide. The Consumer Guide will
                  describe the managed care program and include information on
                  the MCP options in the service area and other information
                  regarding the managed care program as specified in 42 CFR
                  438.10.

         b.       ODJFS will notify members or ask MCPs to notify members about
                  significant changes affecting contractual requirements, member
                  services or access to providers.

         c.       If an MCP elects not to provide, reimburse, or cover a
                  counseling service or referral service due to an objection to
                  the service on moral or religious grounds, ODJFS will provide
                  coverage and reimbursement for these services for the MCP's
                  members. ODJFS will provide information on what services the
                  MCP will not cover and how and where the MCP's members may
                  obtain these services in the applicable Consumer Guides.

13.      Membership Selection and Premium Payment

         a.       Selection Services Entity (SSE) also known as Selection
                  Services Contractor (SSC): The ODJFS-contracted SSC will
                  provide unbiased education, selection services, and community
                  outreach for the Medicaid managed care program. The SSC shall
                  operate a statewide toll-free telephone center to assist
                  eligible individuals in selecting an MCP or choosing a health
                  care delivery option. The SSC shall distribute the most
                  current Consumer Guide that includes the managed care program
                  information as specified in 42 CFR 438.10, as well as ODJFS
                  prior-approved MCP materials, such as solicitation brochures
                  and provider directories, to consumers who request additional
                  materials.

<PAGE>

Appendix D
Page 3

         b.       Assignments: ODJFS or the SSC shall assign to an MCP those
                  eligible individuals in mandatory and Preferred Option
                  counties who fail to make a health plan selection following
                  receipt of notice to do so. Assignments shall be based on
                  previous MCP membership history or previous Medicaid FFS
                  primary care relationships when possible.

         c.       Consumer Contact Record (CCR): ODJFS or their designated
                  entity shall forward CCRs to MCPs on no less than a weekly
                  basis.

         d.       Monthly Premiums and Delivery Payments: ODJFS will remit
                  payment to the MCPs via an electronic funds transfer (EFT), or
                  at the discretion of ODJFS, by paper warrant.

         e.       Remittance Advice: ODJFS will confirm all premium payments and
                  delivery payments to the MCP during the month via a monthly
                  remittance advice (RA), which is sent to the MCP the week
                  following state cut-off.

         f.       MCP Reconciliation Assistance: ODJFS will work with an
                  MCP-designated contact(s) to resolve the MCP's member and
                  newborn eligibility and premium payment inquiries and
                  discrepancies and hospital deferment request determinations.

14.      ODJFS will make available a website which includes current program
         information.

15.      ODJFS will regularly provide information to MCPs regarding different
         aspects of MCP performance including, but not limited to, information
         on MCP-specific and statewide external quality review organization
         surveys, focused clinical quality of care studies, consumer
         satisfaction surveys and provider profiles.

<PAGE>

                                   APPENDIX E

                                RATE METHODOLOGY

<PAGE>

[MERCER LOGO]
         Government Human Services Consulting     800 LaSalle Avenue, Suite 2100
                                                  Minneapolis, MN 55402-2012
                                                  612 642 8892 Fax 612 642 8911
                                                  angela.wasdyke@mercer.com
                                                  www.mercerHR.com

November 11, 2003

Ms. Mitali Ghatak
Office of Health Plan Policy
Ohio Department of Job and Family Services
30 East Broad Street, 27th Floor
Columbus, Ohio 43215-3414

Subject:
JULY 1, 2003 - DECEMBER 31, 2004 CAPITATION RATE FINAL CERTIFICATION

Dear Mitali:

The Ohio Department of Job and Family Services (State) contracted with Mercer
Government Human Services Consulting (Mercer) to develop actuarially sound
capitation rates for use during July 1, 2003 through December 31, 2004. Six
(6)-month rates were developed for the period July 1, 2003 through December 31,
2003 and twelve (12)-month rates were developed for the period January 1, 2004
through December 31, 2004. As part of the rate-setting process, Mercer developed
a Data Book summarizing Ohio's historical Medicaid fee-for-service (FFS) cost
and utilization experience. This letter, together with the Data Book, details
the methodology used to determine the fee-for-service equivalents (FFSEs) and
capitation rates for the Healthy Families (HF) and Healthy Start (HST)
populations.

OVERVIEW

I. Data Book

II. Develop FFSEs

III. Develop Capitation Rates

IV. Certification of Final Rates

I. DATA BOOK

The rate-setting process began with summarizing the FFS data from calendar years
(CY) 1998-2000, which is contained in the Data Book dated March 29, 2002. This
data was validated by the State as outlined in the Centers for Medicare and
Medicaid Services' (CMS) Rate Checklist.

During the time period of this base data, three significant expansions took
place in Ohio that have an effect upon the 6-month and 12-month rates. These
expansions increased eligibility

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Ms. Mitali Ghatak
Ohio Department of Job and Family Services

definitions for covered populations and included populations previously
ineligible. These expansion populations are listed below:

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November 11, 2003
Ms. Mitali Ghatak
Ohio Department of Job and Family Services

II. DEVELOP FFSEs

The FFSEs represent the corresponding claims experience expressed on a per
member per month (PMPM) basis for a population that is actuarially equivalent to
the population that will be enrolled in the managed care program during the
6-month and 12-month periods.

The FFSEs are derived from further adjusting the data contained in the Data
Book. These further adjustments are described in the following sections:

A. Historical Trend

After the Data Book adjustments were applied, the data was trended to a common
year. The CY 1998 data was trended forward two years, while the CY 1999 data was
trended forward one year. This resulted in a base period with the midpoint of
July 1, 2000. Historical trends are based on Ohio FFS data for the HF and HST
populations. Trends were developed by categories of service (COS): inpatient,
outpatient, physician, pharmacy, and other.

B. Data Credibility

Since the FFS data has eroded due to the increase in managed care membership,
some of the remaining FFS data may not be meaningful, and should not be used to
set capitation rates. The increase in managed care enrollment is due to the
Preferred Option program and higher enrollment in some voluntary counties.
Mercer did not rely on historical data for time periods with managed care
penetration in excess of 60%. As a result, area factors were used in several
counties(1). Data was used in two counties(2) with managed care penetration
exceeding 60% in one of the three base years; however, less credibility was
given to the year in question. All remaining counties received equal credibility
between the three trended base years.

Area factors were developed for most counties using a blend of historical FFS
data from state fiscal year (SFY) 1995 and SFY 1996. Because managed care
penetration was below 60% in all but Hamilton and Montgomery counties, the data
from SFY 1995-SFY 1996 was deemed credible. Historical FFS data from these years
was summarized for each area factor county and the Base Region(3). Each area
factor county's FFS cost and utilization data was compared with the

--------------------
(1) Butler, Cuyahoga, Franklin, Hamilton, Lucas, Montgomery, and Summit counties

(2) Stark and Wood counties

(3) Allen, Belmont, Clark, Clermont, Columbiana, Crawford, Defiance,
    Delaware, Fairfield, Fulton, Greene, Henry, Huron, Jefferson, Licking,
    Lorain, Madison, Mahoning, Monroe, Muskingum, Ottawa, Portage, Pickaway,
    Richland, Sandusky, Trumbull, Warren, and Washington counties.

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November 11, 2003
Ms. Mitali Ghatak
Ohio Department of Job and Family Services

Base Region FFS data from the same time period. This was done on a COS and rate
cohort level of detail. Developing the area factors by rate cohort removes the
impact of shifting demographics from year to year.

Since the managed care penetration level for Hamilton and Montgomery counties
was greater than 60% in SFY 1995 and SFY 1996, the FFS data for these counties
and this time period were deemed not credible. Therefore, the area factor
approach as outlined above could not be used. The rates for these counties were
developed based on Cuyahoga county data and adjusted for inpatient services
reflective of each county. This is the same approach used in the CY 2002
rate-setting process.

Furthermore, adequate membership size was necessary to develop individual county
capitation rates. The FFS data from a number of smaller, more rural counties
expected to enter managed care during the 12-month rating period were combined
to develop the capitation rates. These counties included Belmont/Monroe,
Clark/Madison, Defiance/Fulton/Henry, and Ottawa/Sandusky.

C. Blending with CY 2002 FFSEs

In order to smooth data fluctuations year over year and develop a more reliable
base for the capitation rates, Mercer recommended the 6-month and 12-month FFSEs
(FFS base period: CY 1998, CY 1999, and CY 2000) be blended together with CY
2002 FFSEs (FFS base period: SFY 1997, SFY 1998, and SFY 1999). Prior to
blending, the CY 2002 FFSEs were trended forward to the midpoint of each of the
rating periods. For counties new to managed care, Mercer blended the 6-month and
12-month FFSEs with trended statewide CY 2002 FFSEs. The resulting blended FFSEs
were compared with other historical FFS data sources for reasonability.

III. DEVELOP CAPITATION RATES

The capitation rates that are developed cover only services provided in the
State plan. In addition, the data used to develop capitation rates reflects all
medical expenses and is not reduced for reinsurance premiums or stop loss. The
State currently requires the managed care plans (MCPs) to purchase reinsurance
to cover, at a minimum, 80% of inpatient costs incurred by one member in one
year, in excess of $75,000. No risk sharing arrangements between the MCPs and
the State are used, except as noted below for MCP administration.
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Ms. Mitali Ghatak
Ohio Department of Job and Family Services

A.       Prospective Trend

Trend is an estimate of the change in the overall cost of providing a specific
benefit service over a finite period of time. A trend factor is necessary to
estimate the expenses of providing health care services in some future year,
based in whole or in part upon expenses incurred in prior years. CMS requires
the FFSEs be trended forward from the base period to the contract period, and
actual trend experience is used to the fullest extent possible.

Cost and utilization trend factors were developed by category of service using
monthly Ohio historical experience, with some consideration of national trends
and indices. The base data was trended forward 39 months from the midpoint of
the base period (July 1, 2000) to the midpoint of the contract period (October
1, 2003) for the 6-month rates. For the 12-month rates, the base data was
trended forward 48 months from the midpoint of the base period (July 1, 2000) to
the midpoint of the contract period (July 1, 2004).

B.       Programmatic Changes

CMS requires the rate-setting methodology used to determine capitation rates
incorporate the impact of any programmatic changes that have taken place or are
anticipated to take place between the base period and the contract period.

The State provided Mercer with a detailed list of program changes that will have
a material impact upon the cost, utilization, or demographic structure of the
program prior to or within the contract period, and whose impact was not
included within the base period data. For those adjustments not incorporated
through trend, Mercer adjusted the FFS experience for the following changes:

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Ms. Mitali Ghatak
Ohio Department of Job and Family Services

-        The legislature also increased the outpatient rates for general
         hospitals effective July 1, 2003. Mercer applied a unit cost adjustment
         to both the 6-month and 12-month rates for this program change.

-        Mercer reviewed more recent cesarean rate data provided by the State
         that showed an increase in caesarean rates year over year. As a result,
         Mercer updated the caesarean rate from 16% to 17% for the 6-month and
         12-month rates.

C.       Voluntary Selection

As a result of the adverse selection adjustment that was applied in the Data
Book, the FFSEs already reflect the risk of the entire Medicaid program, i.e.,
FFS and managed care individuals. To reflect solely the risk of the managed care
program, Mercer modified the FFSEs based on the projected managed care
penetration levels for the 6-month and 12-month rates(4). This voluntary
selection adjustment modifies the FFSEs to reflect the risk to the MCPs, i.e.,
only those individuals who enroll in a health plan. This adjustment is based on
data from other states as well as the actuarial principle that costs associated
with enrolled managed care members are generally lower. This adjustment varied
by county based on the projected MCP penetration level for the contract period.

D.       Clinical Measures

As part of the MCPs contract, the State requires each MCP reach a minimum
performance standard in certain areas including dental, maternity, and
well-child services. Mercer has reviewed the impact on the managed care rates
based on these standards and incentives and has developed a set of adjustments
based upon the State's expected improvement rate. These utilization targets were
built into the capitation rates.

E.       Managed Care Savings

In developing managed care savings assumptions, Mercer applied generally
accepted actuarial principles that attempt to reflect the impact on FFS
experience of MCP programs. Cost Report (MCP reported Medicaid utilization,
cost, and PMPM experience) data from CY 2000 and CY 2001 and CY 2002 data were
used to assist Mercer with determining how services and costs may have shifted
under managed care by COS. The CY 2000 and CY 2001 cost reports were reviewed by
an independent auditor, as required by the State. In addition, the State
performed a

------------------
(4) Please see revised penetration chart shown in Exhibit A.

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         Government Human Services Consulting

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November 11, 2003
Ms. Mitali Ghatak
Ohio Department of Job and Family Services

desk audit to validate the Cost Report data. The resulting assumptions are
consistent with an economic and efficiently operated Medicaid managed care plan.
These managed care savings assumptions vary by county, cohort, and COS. Mercer
further assumed a mix of Cesarean deliveries of 17% under managed care, based on
review of historical MCP data.

F.       MCP Administrative Load

In return for providing more efficient care to enrollees, there are additional
administrative costs the MCPs incur. In addition to these administrative costs,
the State allows the MCPs a load for risk charges and profit. The final
capitation rate is the result of netting out the savings achieved through case
management and adding the MCP administrative/profit load. Mercer reviewed the
MCP reported administrative experience and overall financial results to
determine an amount for administration of 12% of premium for existing plans with
1% of this administrative load contingent upon MCPs meeting administrative
requirements. For plans new to managed care in Ohio, the administrative load and
at-risk amounts will be set as follows:

-        First Plan Year

         -        Administration of 13% of premium

         -        0% at risk

-        Second Plan Year

         -        Administration of 12% of premium

         -        0% percent at risk

-        Third Plan Year

         -        Administration of 12% of premium

         -        1% at risk

IV. CERTIFICATION OF FINAL RATES

The following capitation rates were developed for each participating county for
the 6-month (July 1, 2003 through December 31, 2003) and the 12-month contract
period (January 1, 2004 through December 31, 2004):

-        Healthy Families/Healthy Start, Less Than 1, Male & Female,

-        Healthy Families/Healthy Start, 1 Year Old, Male & Female,

-        Healthy Families/Healthy Start, 2-13 Years Old, Male & Female,

-        Healthy Families/Healthy Start, 14-18 Years Old, Female,

-        Healthy Families/Healthy Start, 14-18 Years Old, Male,

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Ms. Mitali Ghatak
Ohio Department of Job and Family Services

-        Healthy Families, 19-44 Years Old, Female,

-        Healthy Families, 19-44 Years Old, Male,

-        Healthy Families, 45 and Over, Male & Female,

-        Healthy Start, 19-64 Years Old, Female, and

-        Delivery Payment.

Summaries of the 6-month and 12-month rates by county and by rate cohort may be
found in Exhibit B.

Mercer certifies the above rates were developed in accordance with generally
accepted actuarial practices and principles by actuaries meeting the
qualification standards of the American Academy of Actuaries for the populations
and services covered under the managed care contract. Rates developed by Mercer
are actuarial projections of future contingent events. Actual MCP costs will
differ from these projections. Mercer has developed these rates on behalf of the
State to demonstrate compliance with the CMS requirements under 42 CFR 438.6(c)
and are in accordance with applicable law and regulations. MCPs are advised that
the use of these rates may not be appropriate for their particular circumstance
and Mercer disclaims any responsibility for the use of these rates by MCPs for
any purpose. Mercer recommends any MCP considering contracting with the State
should analyze its own projected medical expense, administrative expense, and
any other premium needs for comparison to these rates before deciding whether to
contract with the State. Use of these rates for purposes beyond that stated may
not be appropriate.

Sincerely,

/s/ Angela L. WasDyke

Angela L. WasDyke, A.S.A., M.A.A.A.

AW/SJ/KC/kb

Copy:
Stephanie Davis, Shereen Jensen, Kristin Coyle

<PAGE>

STATE OF OHIO                       EXHIBIT A                              FINAL
                                PENETRATION CHART

<TABLE>
<CAPTION>
                        PROJECTED    PROJECTED
       COUNTY           7/03-12/03     CY04
---------------------   ----------   ---------
<S>                     <C>          <C>
Allen                                       15%
Belmont/Monroe                               5%
Butler                          65%         75%
Clark                           40%
Clark/Madison                               60%
Clermont                         5%          5%
Columbiana                                  15%
Crawford                                     5%
Cuyahoga                        90%         90%
Defiance/Fulton/Henry                        5%
Delaware                                     5%
Fairfield                                    5%
Franklin                        65%         75%
Greene                          40%         45%
Hamilton                        65%         70%
Huron                                        5%
Jefferson                                    5%
Licking                                     15%
Lorain                          60%         65%
Lucas                           90%         90%
Mahoning                        5%          40%
Montgomery                      60%         75%
Muskingum                                    5%
Ottawa/Sandusky                              5%
Pickaway                         5%          5%
Portage                                     15%
Richland                                     5%
Stark                           75%         90%
Summit                          90%         90%
Trumbull                         5%         40%
Warren                           5%          5%
Washington                                   5%
Wood                            15%         15%
</TABLE>

Mercer Government Human Services Consulting

<PAGE>

STATE OF OHIO                       EXHIBIT B                              FINAL
                                 SIX MONTH RATES
                                  2ND HALF 2003

<TABLE>
<CAPTION>
                                      Annualized                          7/1/2003 -                  7/1/2003 -
                                       Dec 2002                CY 2002    12/31/2003    7/1/2003 -    12/31/2003
                                     Managed Care              Rate w/    Guaranteed    12/31/2003      Rate w/    Percent
 County          Rate Cohort           MM/Delv      % of MM     Admin       Rate       Rate At Risk      Admin     Increase
--------   -----------------------   ------------   -------   ---------   ----------   ------------   ----------   --------
<S>        <C>                       <C>            <C>       <C>         <C>          <C>            <C>          <C>
Butler     HF/HST, Age 0, M & F             7,908       6.1%  $  527.77   $   428.03   $       4.32   $   432.36      -18.1%
Butler     HF/HST, Age 1, M & F             7,752       6.0%  $  110.32   $   119.95   $       1.21   $   121.16        9.8%
Butler     HF/HST, Age 2-13, M & F         66,072      50.7%  $   70.25   $    78.13   $       0.79   $   78.92        12.3%
Butler     HF/HST, Age 14-18, M             7,452       5.7%  $   94.50   $   101.30   $       1.02   $   102.32        8.3%
Butler     HF/HST, Age 14-18, F             8,184       6.3%  $  123.11   $   137.87   $       1.39   $   139.27       13.1%
Butler     HF, Age 19-44, M                 6,564       5.0%  $  221.82   $   220.97   $       2.23   $   223.20        0.6%
Butler     HF, Age 19-44, F                23,040      17.7%  $  187.85   $   211.60   $       2.14   $   213.74       13.8%
Butler     HF, Age 45+, M & F               1,608       1.2%  $  490.36   $   488.26   $       4.93   $   493.19        0.6%
Butler     HST, Age 19-64, F                1,668       1.3%  $  304.21   $   341.42   $       3.45   $   344.87       13.4%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Butler     Subtotal                       130,248     100.0%  $  141.75   $   146.19   $       1.48   $   147.66        4.2%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Butler     Delivery Payment                   269       0.2%  $3,417.97   $ 3,873.73   $      39.13   $ 3,912.86       14.5%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Butler     Total                          130,248     100.0%  $  148.81   $   154.19   $       1.56   $   155.75        4.7%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Clark      HF/HST, Age 0, M & F             1,116       6.0%  $  578.29   $   444.83   $       4.49   $   449.32      -22.3%
Clark      HF/HST, Age 1, M & F             1,044       5.6%  $  116.69   $   122.08   $       1.23   $   123.31        5.7%
Clark      HF/HST, Age 2-13, M & F          9,036      48.8%  $   70.44   $    76.92   $       0.78   $    77.70       10.3%
Clark      HF/HST, Age 14-18, M               924       5.0%  $   88.36   $    93.27   $       0.94   $    94.21        6.6%
Clark      HF/HST, Age 14-18, F               924       5.0%  $  126.73   $   139.13   $       1.41   $   140.53       10.9%
Clark      HF, Age 19-44, M                 1,188       6.4%  $  192.54   $   190.61   $       1.93   $   192.53        0.0%
Clark      HF, Age 19-44, F                 3,936      21.3%  $  200.69   $   224.96   $       2.27   $   227.24       13.2%
Clark      HF, Age 45+, M & F                 252       1.4%  $  383.27   $   408.24   $       4.12   $   412.36        7.6%
Clark      HST, Age 19-64, F                   96       0.5%  $  281.21   $   308.43   $       3.12   $   311.55       10.8%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Clark      Subtotal                        18,516     100.0%  $  148.23   $   150.04   $       1.52   $   151.55        2.2%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Clark      Delivery Payment                    45       0.2%  $3,388.96   $ 3,762.72   $      38.01   $ 3,800.73       12.2%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Clark      Total                           18,516     100.0%  $  156.47   $   159.18   $       1.61   $   160.79        2.8%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Clermont   HF/HST, Age 0, M & F               427       5.5%  $  546.23   $   417.91   $       4.22   $   422.14      -22.7%
Clermont   HF/HST, Age 1, M & F               430       5.5%  $  141.76   $   140.79   $       1.42   $   142.21        0.3%
Clermont   HF/HST, Age 2-13, M & F          3,975      51.2%  $   73.20   $    82.80   $       0.84   $    83.64       14.3%
Clermont   HF/HST, Age 14-18, M               456       5.9%  $   81.01   $    90.95   $       0.92   $    91.87       13.4%
Clermont   HF/HST, Age 14-18, F               522       6.7%  $  139.84   $   156.97   $       1.59   $   158.56       13.4%
Clermont   HF, Age 19-44, M                   268       3.5%  $  197.25   $   193.51   $       1.95   $   195.47       -0.9%
Clermont   HF, Age 19-44, F                 1,513      19.5%  $  212.15   $   238.48   $       2.41   $   240.89       13.5%
Clermont   HF, Age 45+, M & F                  96       1.2%  $  472.01   $   497.78   $       5.03   $   502.81        6.5%
Clermont   HST, Age 19-64, F                   79       1.0%  $  362.51   $   371.10   $       3.75   $   374.85        3.4%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Clermont   Subtotal                         7,766     100.0%  $  147.17   $   152.12   $       1.54   $   153.65        4.4%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Clermont   Delivery Payment                    26       0.3%  $4,043.64   $ 3,893.41   $      39.33   $ 3,932.74       -2.7%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Clermont   Total                            7,766     100.0%  $  160.71   $   165.15   $       1.67   $   166.82        3.8%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Cuyahoga   HF/HST, Age 0, M & F            80,520       4.5%  $  584.96   $   475.39   $       4.80   $   480.19      -17.9%
Cuyahoga   HF/HST, Age 1, M & F            86,280       4.8%  $  124.16   $   135.90   $       1.37   $   137.28       10.6%
Cuyahoga   HF/HST, Age 2-13, M & F        891,084      50.0%  $   65.37   $    73.31   $       0.74   $    74.05       13.3%
Cuyahoga   HF/HST, Age 14-18, M           119,844       6.7%  $   73.86   $    79.26   $       0.80   $    80.06        8.4%
Cuyahoga   HF/HST, Age 14-18, F           127,620       7.2%  $  113.20   $   128.73   $       1.30   $   130.03       14.9%
Cuyahoga   HF, Age 19-44, M                61,008       3.4%  $  174.98   $   170.34   $       1.72   $   172.06       -1.7%
Cuyahoga   HF, Age 19-44, F               360,012      20.2%  $  196.51   $   223.69   $       2.26   $   225.94       15.0%
Cuyahoga   HF, Age 45+, M & F              36,600       2.1%  $  386.19   $   380.57   $       3.84   $   384.42       -0.5%
Cuyahoga   HST, Age 19-64, F               17,808       1.0%  $  343.12   $   388.93   $       3.93   $   392.86       14.5%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Cuyahoga   Subtotal                     1,780,776     100.0%  $  135.35   $   142.09   $       1.44   $   143.53        6.0%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Cuyahoga   Delivery Payment                 6,847       0.4%  $3,975.41   $ 4,634.00   $      46.81   $ 4,680.81       17.7%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Cuyahoga   Total                        1,780,776     100.0%  $  150.63   $   159.91   $       1.62   $   161.52        7.2%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Franklin   HF/HST, Age 0, M & F            41,412       4.9%  $  503.34   $   408.34   $       4.12   $   412.47      -18.1%
Franklin   HF/HST, Age 1, M & F            45,912       5.5%  $  107.80   $   116.70   $       1.18   $   117.88        9.3%
Franklin   HF/HST, Age 2-13, M & F        432,048      51.6%  $   63.12   $    70.60   $       0.71   $    71.32       13.0%
Franklin   HF/HST, Age 14-18, M            47,880       5.7%  $   75.42   $    80.51   $       0.81   $    81.33        7.8%
Franklin   HF/HST, Age 14-18, F            54,540       6.5%  $  112.59   $   127.29   $       1.29   $   128.57       14.2%
Franklin   HF, Age 19-44, M                29,256       3.5%  $  195.37   $   193.10   $       1.95   $   195.05       -0.2%
Franklin   HF, Age 19-44, F               168,024      20.1%  $  217.48   $   247.09   $       2.50   $   249.58       14.8%
Franklin   HF, Age 45+, M & F              10,668       1.3%  $  413.63   $   412.66   $       4.17   $   416.83        0.8%
Franklin   HST, Age 19-64, F                7,488       0.9%  $  264.53   $   300.16   $       3.03   $   303.19       14.6%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Franklin   Subtotal                       837,228     100.0%  $  133.14   $   140.21   $       1.42   $   141.62        6.4%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Franklin   Delivery Payment                 2,999       0.4%  $3,305.57   $ 3,828.57   $      38.67   $ 3,867.24       17.0%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Franklin   Total                          837,228     100.0%  $  144.98   $   153.92   $       1.55   $   155.48        7.2%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
</TABLE>

Mercer Government Human
Services Consulting

                                   Page 1 of 4

<PAGE>

STATE OF OHIO                       EXHIBIT B                              FINAL
                                 SIX MONTH RATES
                                  2ND HALF 2003

<TABLE>
<CAPTION>
                                      Annualized                          7/1/2003 -                  7/1/2003 -
                                       Dec 2002                CY 2002    12/31/2003    7/1/2003 -    12/31/2003
                                     Managed Care              Rate w/    Guaranteed    12/31/2003      Rate w/    Percent
 County          Rate Cohort           MM/Delv      % of MM     Admin       Rate       Rate At Risk      Admin     Increase
--------   -----------------------   ------------   -------   ---------   ----------   ------------   ----------   --------
<S>        <C>                       <C>            <C>       <C>         <C>          <C>            <C>          <C>
Greene     HF/HST, Age 0, M & F             2,543       5.5%  $  578.29   $   452.62   $       4.57   $   457.20      -20.9%
Greene     HF/HST, Age 1, M & F             2,561       5.5%  $  116.69   $   124.30   $       1.26   $   125.56        7.6%
Greene     HF/HST, Age 2-13, M & F         23,654      51.2%  $   70.44   $    82.15   $       0.83   $    82.98       17.8%
Greene     HF/HST, Age 14-18, M             2,716       5.9%  $   88.36   $    96.89   $       0.98   $    97.87       10.8%
Greene     HF/HST, Age 14-18, F             3,108       6.7%  $  126.73   $   142.41   $       1.44   $   143.84       13.5%
Greene     HF, Age 19-44, M                 1,596       3.5%  $  192.54   $   191.25   $       1.93   $   193.18        0.3%
Greene     HF, Age 19-44, F                 9,006      19.5%  $  200.69   $   228.01   $       2.30   $   230.32       14.8%
Greene     HF, Age 45+, M & F                 570       1.2%  $  383.27   $   381.51   $       3.85   $   385.37        0.5%
Greene     HST, Age 19-64, F                  470       1.0%  $  281.21   $   321.33   $       3.25   $   324.57       15.4%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Greene     Subtotal                        46,224     100.0%  $  141.37   $   148.10   $       1.50   $   149.59        5.8%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Greene     Delivery Payment                   156       0.3%  $3,388.96   $ 3,902.69   $      39.42   $ 3,942.11       16.3%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Greene     Total                           46,224     100.0%  $  152.81   $   161.27   $       1.63   $   162.90        6.6%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Hamilton   HF/HST, Age 0, M & F            24,540       5.9%  $  629.79   $   510.07   $       5.15   $   515.22      -18.2%
Hamilton   HF/HST, Age 1, M & F            22,860       5.5%  $  125.83   $   137.00   $       1.38   $   138.39       10.0%
Hamilton   HF/HST, Age 2-13, M & F        213,888      51.8%  $   65.52   $    72.73   $       0.73   $    73.47       12.1%
Hamilton   HF/HST, Age 14-18, M            26,520       6.4%  $   75.82   $    80.75   $       0.82   $    81.56        7.6%
Hamilton   HF/HST, Age 14-18, F            31,944       7.7%  $  112.60   $   127.50   $       1.29   $   128.79       14.4%
Hamilton   HF, Age 19-44, M                 8,688       2.1%  $  180.67   $   175.04   $       1.77   $   176.81       -2.1%
Hamilton   HF, Age 19-44, F                74,136      18.0%  $  197.19   $   222.26   $       2.25   $   224.50       13.9%
Hamilton   HF, Age 45+, M & F               4,752       1.2%  $  392.89   $   382.85   $       3.87   $   386.72       -1.6%
Hamilton   HST, Age 19-64, F                5,316       1.3%  $  344.27   $   386.60   $       3.91   $   390.50       13.4%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Hamilton   Subtotal                       412,644     100.0%  $  140.16   $   143.69   $       1.45   $   145.14        3.5%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Hamilton   Delivery Payment                 1,267       0.3%  $4,319.39   $ 5,026.48   $      50.77   $ 5,077.26       17.5%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Hamilton   Total                          412,644     100.0%  $  153.43   $   159.12   $       1.61   $   160.73        4.8%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Lorain     HF/HST, Age 0, M & F             7,236       5.0%  $  422.96   $   345.40   $       3.49   $   348.89      -17.5%
Lorain     HF/HST, Age 1, M & F             8,100       5.6%  $   88.61   $    92.40   $       0.93   $    93.33        5.3%
Lorain     HF/HST, Age 2-13, M & F         72,528      49.9%  $   57.69   $    62.36   $       0.63   $    62.99        9.2%
Lorain     HF/HST, Age 14-18, M             8,496       5.8%  $   57.46   $    61.51   $       0.62   $    62.13        8.1%
Lorain     HF/HST, Age 14-18, F             8,844       6.1%  $  108.81   $   122.36   $       1.24   $   123.59       13.6%
Lorain     HF, Age 19-44, M                 7,428       5.1%  $  160.70   $   162.14   $       1.64   $   163.78        1.9%
Lorain     HF, Age 19-44, F                29,268      20.1%  $  179.46   $   199.03   $       2.01   $   201.04       12.0%
Lorain     HF, Age 45+, M & F               2,040       1.4%  $  299.67   $   299.69   $       3.03   $   302.72        1.0%
Lorain     HST, Age 19-64, F                1,416       1.0%  $  309.72   $   343.68   $       3.47   $   347.16       12.1%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Lorain     Subtotal                       145,356     100.0%  $  116.33   $   120.42   $       1.22   $   121.63        4.6%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Lorain     Delivery Payment                   494       0.3%  $3,289.08   $ 3,534.17   $      35.70   $ 3,569.87        8.5%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Lorain     Total                          145,356     100.0%  $  127.50   $   132.43   $       1.34   $   133.76        4.9%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Lucas      HF/HST, Age 0, M & F            32,076       5.4%  $  647.45   $   533.45   $       5.39   $   538.84      -16.8%
Lucas      HF/HST, Age 1, M & F            33,228       5.6%  $  100.36   $   109.64   $       1.11   $   110.75       10.4%
Lucas      HF/HST, Age 2-13, M & F        294,060      49.3%  $   62.88   $    70.64   $       0.71   $    71.35       13.5%
Lucas      HF/HST, Age 14-18, M            37,416       6.3%  $   71.47   $    78.97   $       0.80   $    79.77       11.6%
Lucas      HF/HST, Age 14-18, F            40,872       6.9%  $  116.85   $   131.41   $       1.33   $   132.74       13.6%
Lucas      HF, Age 19-44, M                24,528       4.1%  $  187.36   $   183.95   $       1.86   $   185.81       -0.8%
Lucas      HF, Age 19-44, F               115,356      19.4%  $  199.19   $   224.58   $       2.27   $   226.85       13.9%
Lucas      HF, Age 45+, M & F               9,048       1.5%  $  415.02   $   407.68   $       4.12   $   411.80       -0.8%
Lucas      HST, Age 19-64, F                9,516       1.6%  $  340.77   $   385.01   $       3.89   $   388.90       14.1%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Lucas      Subtotal                       596,100     100.0%  $  141.95   $   146.99   $       1.48   $   148.48        4.6%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Lucas      Delivery Payment                 2,712       0.5%  $3,844.21   $ 4,320.87   $      43.65   $ 4,364.52       13.5%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Lucas      Total                          596,100     100.0%  $  159.44   $   166.65   $       1.68   $   168.33        5.6%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Mahoning   HF/HST, Age 0, M & F               953       5.5%  $  512.84   $   395.11   $       3.99   $   399.10      -22.2%
Mahoning   HF/HST, Age 1, M & F               959       5.5%  $  109.61   $   117.08   $       1.18   $   118.26        7.9%
Mahoning   HF/HST, Age 2-13, M & F          8,862      51.2%  $   71.58   $    74.18   $       0.75   $    74.93        4.7%
Mahoning   HF/HST, Age 14-18, M             1,017       5.9%  $  101.19   $   104.99   $       1.06   $   106.05        4.8%
Mahoning   HF/HST, Age 14-18, F             1,165       6.7%  $  121.54   $   131.29   $       1.33   $   132.62        9.1%
Mahoning   HF, Age 19-44, M                   598       3.5%  $  203.35   $   179.71   $       1.82   $   181.53      -10.7%
Mahoning   HF, Age 19-44, F                 3,374      19.5%  $  211.29   $   228.23   $       2.31   $   230.53        9.1%
Mahoning   HF, Age 45+, M & F                 214       1.2%  $  400.10   $   383.32   $       3.87   $   387.19       -3.2%
Mahoning   HST, Age 19-64, F                  176       1.0%  $  346.92   $   343.88   $       3.47   $   347.35        0.1%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Mahoning   Subtotal                        17,318     100.0%  $  141.70   $   140.08   $       1.41   $   141.50       -0.1%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Mahoning   Delivery Payment                    58       0.3%  $3,509.06   $ 3,818.98   $      38.58   $ 3,857.56        9.9%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
Mahoning   Total                           17,318     100.0%  $  153.45   $   152.87   $       1.54   $   154.42        0.6%
                                     ------------   -------   ---------   ----------   ------------   ----------   --------
</TABLE>

Mercer Government Human
Services Consulting

                                   Page 2 of 4
<PAGE>

STATE OF OHIO                       EXHIBIT B                              FINAL
                                 SIX MONTH RATES
                                  2ND HALF 2003

<TABLE>
<CAPTION>
                                        Annualized                          7/1/2003 -                  7/1/2003 -
                                         Dec 2002                CY 2002    12/31/2003    7/1/2003 -    12/31/2003
                                       Managed Care              Rate w/    Guaranteed    12/31/2003      Rate w/    Percent
  County           Rate Cohort           MM/Delv      % of MM     Admin       Rate       Rate At Risk      Admin     Increase
----------   -----------------------   ------------   -------   ---------   ----------   ------------   ----------   --------
<S>          <C>                       <C>            <C>       <C>         <C>          <C>            <C>          <C>
Montgomery   HF/HST, Age 0, M & F            22,200       6.3%  $  602.39   $   481.06   $       4.86   $   485.92      -19.3%
Montgomery   HF/HST, Age 1, M & F            19,524       5.5%  $  123.80   $   133.49   $       1.35   $   134.84        8.9%
Montgomery   HF/HST, Age 2-13, M & F        177,480      50.2%  $   64.80   $    71.63   $       0.72   $    72.35       11.6%
Montgomery   HF/HST, Age 14-18, M            20,316       5.7%  $   74.10   $    77.90   $       0.79   $    78.69        6.2%
Montgomery   HF/HST, Age 14-18, F            23,388       6.6%  $  111.83   $   125.38   $       1.27   $   126.64       13.3%
Montgomery   HF, Age 19-44, M                11,952       3.4%  $  176.03   $   169.42   $       1.71   $   171.13       -2.8%
Montgomery   HF, Age 19-44, F                71,304      20.2%  $  194.95   $   218.71   $       2.21   $   220.92       13.3%
Montgomery   HF, Age 45+, M & F               4,020       1.1%  $  385.54   $   375.66   $       3.79   $   379.45       -1.6%
Montgomery   HST, Age 19-64, F                3,312       0.9%  $  340.60   $   382.39   $       3.86   $   386.25       13.4%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Montgomery   Subtotal                       353,496     100.0%  $  141.71   $   144.02   $       1.45   $   145.47        2.7%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Montgomery   Delivery Payment                   935       0.3%  $4,146.90   $ 4,751.44   $      47.99   $ 4,799.44       15.7%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Montgomery   Total                          353,496     100.0%  $  152.68   $   156.59   $       1.58   $   158.17        3.6%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Pickaway     HF/HST, Age 0, M & F               148       5.5%  $  501.13   $   403.29   $       4.07   $   407.37      -18.7%
Pickaway     HF/HST, Age 1, M & F               149       5.5%  $  123.14   $   122.25   $       1.23   $   123.48        0.3%
Pickaway     HF/HST, Age 2-13, M & F          1,378      51.2%  $   70.44   $    73.24   $       0.74   $    73.98        5.0%
Pickaway     HF/HST, Age 14-18, M               158       5.9%  $   87.67   $    90.86   $       0.92   $    91.78        4.7%
Pickaway     HF/HST, Age 14-18, F               181       6.7%  $  122.78   $   130.76   $       1.32   $   132.08        7.6%
Pickaway     HF, Age 19-44, M                    93       3.5%  $  219.16   $   210.10   $       2.12   $   212.22       -3.2%
Pickaway     HF, Age 19-44, F                   525      19.5%  $  214.34   $   241.07   $       2.44   $   243.50       13.6%
Pickaway     HF, Age 45+, M & F                  33       1.2%  $  416.49   $   430.49   $       4.35   $   434.84        4.4%
Pickaway     HST, Age 19-64, F                   27       1.0%  $  346.07   $   361.94   $       3.66   $   365.60        5.6%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Pickaway     Subtotal                         2,692     100.0%  $  141.78   $   143.73   $       1.45   $   145.19        2.4%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Pickaway     Delivery Payment                     9       0.3%  $3,384.76   $ 3,508.09   $      35.44   $ 3,543.52        4.7%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Pickaway     Total                            2,692     100.0%  $  153.09   $   155.46   $       1.57   $   157.03        2.6%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Richland     HF/HST, Age 0, M & F               417       5.5%  $  435.57   $   362.45   $       3.66   $   366.11      -15.9%
Richland     HF/HST, Age 1, M & F               420       5.5%  $  119.58   $   125.70   $       1.27   $   126.97        6.2%
Richland     HF/HST, Age 2-13, M & F          3,882      51.2%  $   65.11   $    74.16   $       0.75   $    74.91       15.1%
Richland     HF/HST, Age 14-18, M               446       5.9%  $   73.40   $    84.99   $       0.86   $    85.84       16.9%
Richland     HF/HST, Age 14-18, F               510       6.7%  $  130.13   $   142.23   $       1.44   $   143.67       10.4%
Richland     HF, Age 19-44, M                   262       3.5%  $  163.01   $   160.46   $       1.62   $   162.08       -0.6%
Richland     HF, Age 19-44, F                 1,478      19.5%  $  176.92   $   202.52   $       2.05   $   204.56       15.6%
Richland     HF, Age 45+, M & F                  94       1.2%  $  323.07   $   336.51   $       3.40   $   339.91        5.2%
Richland     HST, Age 19-64, F                   77       1.0%  $  266.88   $   300.05   $       3.03   $   303.09       13.6%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Richland     Subtotal                         7,586     100.0%  $  123.76   $   131.61   $       1.33   $   132.94        7.4%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Richland     Delivery Payment                    26       0.3%  $2,900.54   $ 3,365.72   $      34.00   $ 3,399.71       17.2%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Richland     Total                            7,586     100.0%  $  133.70   $   143.14   $       1.45   $   144.59        8.1%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Stark        HF/HST, Age 0, M & F               348       4.2%  $  433.74   $   340.28   $       3.44   $   343.72      -20.8%
Stark        HF/HST, Age 1, M & F               372       4.5%  $   98.56   $   108.09   $       1.09   $   109.18       10.8%
Stark        HF/HST, Age 2-13, M & F          4,392      53.4%  $   62.03   $    68.02   $       0.69   $    68.71       10.8%
Stark        HF/HST, Age 14-18, M               552       6.7%  $   68.52   $    75.71   $       0.76   $    76.47       11.6%
Stark        HF/HST, Age 14-18, F               576       7.0%  $  116.83   $   129.05   $       1.30   $   130.36       11.6%
Stark        HF, Age 19-44, M                   300       3.6%  $  152.83   $   154.63   $       1.56   $   156.19        2.2%
Stark        HF, Age 19-44, F                 1,440      17.5%  $  185.77   $   211.52   $       2.14   $   213.65       15.0%
Stark        HF, Age 45+, M & F                 144       1.8%  $  383.72   $   385.12   $       3.89   $   389.01        1.4%
Stark        HST, Age 19-64, F                   96       1.2%  $  277.06   $   315.24   $       3.18   $   318.42       14.9%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Stark        Subtotal                         8,220     100.0%  $  116.83   $   122.89   $       1.24   $   124.14        6.3%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Stark        Delivery Payment                    23       0.3%  $3,036.07   $ 3,464.84   $      35.00   $ 3,499.84       15.3%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Stark        Total                            8,220     100.0%  $  125.33   $   132.59   $       1.34   $   133.93        6.9%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Summit       HF/HST, Age 0, M & F            27,504       5.0%  $  544.75   $   442.59   $       4.47   $   447.06      -17.9%
Summit       HF/HST, Age 1, M & F            27,600       5.0%  $  106.04   $   116.01   $       1.17   $   117.18       10.5%
Summit       HF/HST, Age 2-13, M & F        268,860      49.0%  $   63.11   $    70.76   $       0.71   $    71.47       13.2%
Summit       HF/HST, Age 14-18, M            32,988       6.0%  $   85.66   $    92.28   $       0.93   $    93.21        8.8%
Summit       HF/HST, Age 14-18, F            37,812       6.9%  $  122.35   $   138.62   $       1.40   $   140.02       14.4%
Summit       HF, Age 19-44, M                24,096       4.4%  $  171.17   $   170.65   $       1.72   $   172.37        0.7%
Summit       HF, Age 19-44, F               114,744      20.9%  $  202.85   $   230.77   $       2.33   $   233.10       14.9%
Summit       HF, Age 45+, M & F              10,764       2.0%  $  401.55   $   399.71   $       4.04   $   403.75        0.5%
Summit       HST, Age 19-64, F                4,884       0.9%  $  324.03   $   367.39   $       3.71   $   371.10       14.5%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Summit       Subtotal                       549,252     100.0%  $  137.71   $   144.51   $       1.46   $   145.97        6.0%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Summit       Delivery Payment                 2,475       0.5%  $4,091.24   $ 4,688.78   $      47.36   $ 4,736.14       15.8%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
Summit       Total                          549,252     100.0%  $  156.14   $   165.64   $       1.67   $   167.31        7.2%
                                       ------------   -------   ---------   ----------   ------------   ----------   --------
</TABLE>

Mercer Government Human
Services Consulting

                                   Page 3 of 4
<PAGE>

STATE OF OHIO                       EXHIBIT B                              FINAL
                                 SIX MONTH RATES
                                  2ND HALF 2003

<TABLE>
<CAPTION>
                                              Annualized                          7/1/2003 -                  7/1/2003 -
                                               Dec 2002                CY 2002    12/31/2003    7/1/2003 -    12/31/2003
                                             Managed Care              Rate w/    Guaranteed    12/31/2003      Rate w/    Percent
  County                  Rate Cohort          MM/Delv      % of MM     Admin       Rate       Rate At Risk      Admin     Increase
------------------  -----------------------  ------------   -------   ---------   ----------   ------------   ----------   --------
<S>                 <C>                      <C>            <C>       <C>         <C>          <C>            <C>          <C>
Trumbull            HF/HST, Age 0, M & F              775       5.5%  $  512.84   $   389.00   $       3.93   $   392.93      -23.4%
Trumbull            HF/HST, Age 1, M & F              781       5.5%  $  109.61   $   119.54   $       1.21   $   120.75       10.2%
Trumbull            HF/HST, Age 2-13, M & F         7,211      51.2%  $   71.58   $    78.25   $       0.79   $    79.04       10.4%
Trumbull            HF/HST, Age 14-18, M              828       5.9%  $  101.19   $    97.81   $       0.99   $    98.80       -2.4%
Trumbull            HF/HST, Age 14-18, F              948       6.7%  $  121.54   $   133.68   $       1.35   $   135.03       11.1%
Trumbull            HF, Age 19-44, M                  487       3.5%  $  203.35   $   201.54   $       2.04   $   203.58        0.1%
Trumbull            HF, Age 19-44, F                2,745      19.5%  $  211.29   $   233.98   $       2.36   $   236.35       11.9%
Trumbull            HF, Age 45+, M & F                174       1.2%  $  400.10   $   380.23   $       3.84   $   384.07       -4.0%
Trumbull            HST, Age 19-64, F                 143       1.0%  $  346.92   $   363.68   $       3.67   $   367.36        5.9%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Trumbull            Subtotal                       14,092     100.0%  $  141.68   $   143.73   $       1.45   $   145.18        2.5%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Trumbull            Delivery Payment                   48       0.3%  $3,509.06   $ 3,693.19   $      37.30   $ 3,730.49        6.3%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Trumbull            Total                          14,092     100.0%  $  153.63   $   156.31   $       1.58   $   157.89        2.8%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Warren              HF/HST, Age 0, M & F              204       5.5%  $  459.45   $   371.75   $       3.76   $   375.51      -18.3%
Warren              HF/HST, Age 1, M & F              206       5.6%  $   95.81   $   104.78   $       1.06   $   105.84       10.5%
Warren              HF/HST, Age 2-13, M & F         1,898      51.2%  $   64.76   $    70.08   $       0.71   $    70.79        9.3%
Warren              HF/HST, Age 14-18, M              218       5.9%  $   65.83   $    74.57   $       0.75   $    75.32       14.4%
Warren              HF/HST, Age 14-18, F              249       6.7%  $  109.91   $   126.09   $       1.27   $   127.37       15.9%
Warren              HF, Age 19-44, M                  128       3.5%  $  182.03   $   182.47   $       1.84   $   184.32        1.3%
Warren              HF, Age 19-44, F                  723      19.5%  $  209.88   $   230.34   $       2.33   $   232.66       10.9%
Warren              HF, Age 45+, M & F                 46       1.2%  $  458.20   $   470.19   $       4.75   $   474.94        3.7%
Warren              HST, Age 19-64, F                  38       1.0%  $  276.50   $   315.66   $       3.19   $   318.84       15.3%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Warren              Subtotal                        3,710     100.0%  $  130.65   $   135.20   $       1.37   $   136.57        4.5%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Warren              Delivery Payment                   13       0.4%  $3,211.66   $ 3,427.75   $      34.62   $ 3,462.37        7.8%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Warren              Total                           3,710     100.0%  $  141.91   $   147.21   $       1.49   $   148.70        4.8%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Wood                HF/HST, Age 0, M & F              516       5.5%  $  436.52   $   337.53   $       3.41   $   340.94      -21.9%
Wood                HF/HST, Age 1, M & F              432       4.6%  $  115.67   $   152.85   $       1.54   $   154.39       33.5%
Wood                HF/HST, Age 2-13, M &           4,848      51.9%  $   68.00   $    74.08   $       0.75   $    74.83       10.0%
Wood                HF/HST, Age 14-18, M              564       6.0%  $   69.03   $    67.82   $       0.69   $    68.50       -0.8%
Wood                HF/HST, Age 14-18, F              600       6.4%  $  125.18   $   131.43   $       1.33   $   132.76        6.1%
Wood                HF, Age 19-44, M                  564       6.0%  $  159.33   $   151.43   $       1.53   $   152.96       -4.0%
Wood                HF, Age 19-44, F                1,608      17.2%  $  188.12   $   208.99   $       2.11   $   211.10       12.2%
Wood                HF, Age 45+, M & F                132       1.4%  $  387.37   $   381.42   $       3.85   $   385.28       -0.5%
Wood                HST, Age 19-64, F                  72       0.8%  $  350.29   $   344.89   $       3.48   $   348.37       -0.5%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Wood                Subtotal                        9,336     100.0%  $  127.21   $   129.94   $       1.31   $   131.25        3.2%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Wood                Delivery Payment                   70       0.7%  $2,858.71   $ 3,123.56   $      31.55   $ 3,155.11       10.4%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Wood                Total                           9,336     100.0%  $  148.65   $   153.36   $       1.55   $   154.90        4.2%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Total Managed Care  HF/HST, Age 0, M & F          250,843       5.1%  $  572.95   $   464.98   $       4.70   $   469.68      -18.0%
Total Managed Care  HF/HST, Age 1, M & F          258,610       5.2%  $  114.60   $   124.73   $       1.26   $   125.99        9.9%
Total Managed Care  HF/HST, Age 2-13, M & F     2,485,156      50.3%  $   64.44   $    72.01   $       0.73   $    72.73       12.9%
Total Managed Care  HF/HST, Age 14-18, M          308,791       6.3%  $   75.63   $    81.22   $       0.82   $    82.04        8.5%
Total Managed Care  HF/HST, Age 14-18, F          341,987       6.9%  $  114.83   $   129.87   $       1.31   $   131.18       14.2%
Total Managed Care  HF, Age 19-44, M              179,004       3.6%  $  181.37   $   178.05   $       1.80   $   179.85       -0.8%
Total Managed Care  HF, Age 19-44, F              982,232      19.9%  $  200.51   $   227.19   $       2.29   $   229.48       14.4%
Total Managed Care  HF, Age 45+, M & F             81,255       1.6%  $  395.40   $   390.60   $       3.95   $   394.54       -0.2%
Total Managed Care  HST, Age 19-64, F              52,682       1.1%  $  326.70   $   368.85   $       3.73   $   372.58       14.0%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Total Managed Care  Subtotal                    4,940,560     100.0%  $  136.60   $   142.40   $       1.44   $   143.84        5.3%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Total Managed Care  Delivery Payment               18,472       0.4%  $3,852.02   $ 4,432.28   $      44.77   $ 4,477.05       16.2%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
Total Managed Care  Total                       4,940,560     100.0%  $  151.00   $   158.97   $       1.61   $   160.57        6.3%
                                             ------------   -------   ---------   ----------   ------------   ----------   --------
</TABLE>

Mercer Government Human
Services Consulting

                                   Page 4 of 4
<PAGE>

STATE OF OHIO                       EXHIBIT B                              FINAL
                               TWELVE MONTH RATES
                                    CY 2004

<TABLE>
<CAPTION>
                                            Annualized                          1/1/2004 -                  1/1/2004 -
                                             Dec 2002                CY 2002    12/31/2004    1/1/2004 -    12/31/2004
                                           Managed Care              Rate w/    Guaranteed    12/31/2004      Rate w/    Percent
    County             Rate Cohort           MM/Delv      % of MM     Admin       Rate       Rate At Risk      Admin     Increase
--------------   -----------------------   ------------   -------   ---------   ----------   ------------   ----------   --------
<S>              <C>                       <C>            <C>       <C>         <C>          <C>            <C>          <C>
Allen            HF/HST, Age 0, M & F               941       5.5%  $       -   $   379.21   $       3.83   $   383.04        0.0%
Allen            HF/HST, Age 1, M & F               948       5.5%  $       -   $   116.84   $       1.18   $   118.02        0.0%
Allen            HF/HST, Age 2-13, M & F          8,757      51.2%  $       -   $    69.97   $       0.71   $    70.68        0.0%
Allen            HF/HST, Age 14-18, M             1,005       5.9%  $       -   $    76.56   $       0.77   $    77.33        0.0%
Allen            HF/HST, Age 14-18, F             1,151       6.7%  $       -   $   129.12   $       1.30   $   130.42        0.0%
Allen            HF, Age 19-44, M                   591       3.5%  $       -   $   163.19   $       1.65   $   164.84        0.0%
Allen            HF, Age 19-44, F                 3,334      19.5%  $       -   $   214.59   $       2.17   $   216.76        0.0%
Allen            HF, Age 45+, M & F                 211       1.2%  $       -   $   372.45   $       3.76   $   376.21        0.0%
Allen            HST, Age 19-64, F                  174       1.0%  $       -   $   350.32   $       3.54   $   353.86        0.0%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Allen            Subtotal                        17,112     100.0%  $       -   $   131.92   $       1.33   $   133.25        0.0%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Allen            Delivery Payment                    58       0.3%  $       -   $ 3,620.88   $      36.57   $ 3,657.45        0.0%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Allen            Total                           17,112     100.0%  $       -   $   144.19   $       1.46   $   145.65        0.0%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Belmont/Monroe   HF/HST, Age 0, M & F               335       5.5%  $       -   $   361.21   $       3.65   $   364.86        0.0%
Belmont/Monroe   HF/HST, Age 1, M & F               337       5.5%  $       -   $   112.61   $       1.14   $   113.75        0.0%
Belmont/Monroe   HF/HST, Age 2-13, M & F          3,114      51.2%  $       -   $    68.47   $       0.69   $    69.16        0.0%
Belmont/Monroe   HF/HST, Age 14-18, M               358       5.9%  $       -   $    75.95   $       0.77   $    76.72        0.0%
Belmont/Monroe   HF/HST, Age 14-18, F               409       6.7%  $       -   $   123.95   $       1.25   $   125.21        0.0%
Belmont/Monroe   HF, Age 19-44, M                   210       3.5%  $       -   $   157.82   $       1.59   $   159.42        0.0%
Belmont/Monroe   HF, Age 19-44, F                 1,185      19.5%  $       -   $   210.26   $       2.12   $   212.39        0.0%
Belmont/Monroe   HF, Age 45+, M & F                  75       1.2%  $       -   $   361.96   $       3.66   $   365.61        0.0%
Belmont/Monroe   HST, Age 19-64, F                   62       1.0%  $       -   $   338.13   $       3.42   $   341.55        0.0%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Belmont/Monroe   Subtotal                         6,085     100.0%  $       -   $   128.26   $       1.30   $   129.56        0.0%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Belmont/Monroe   Delivery Payment                    21       0.3%  $       -   $ 3,535.77   $      35.71   $ 3,571.49        0.0%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Belmont/Monroe   Total                            6,085     100.0%  $       -   $   140.47   $       1.42   $   141.88        0.0%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Butler           HF/HST, Age 0, M & F             7,908       6.1%  $  527.77   $   437.98   $       4.42   $   442.40      -16.2%
Butler           HF/HST, Age 1, M & F             7,752       6.0%  $  110.32   $   123.62   $       1.25   $   124.87       13.2%
Butler           HF/HST, Age 2-13, M & F         66,072      50.7%  $   70.25   $    81.05   $       0.82   $    81.87       16.5%
Butler           HF/HST, Age 14-18, M             7,452       5.7%  $   94.50   $   104.49   $       1.06   $   105.54       11.7%
Butler           HF/HST, Age 14-18, F             8,184       6.3%  $  123.11   $   142.24   $       1.44   $   143.68       16.7%
Butler           HF, Age 19-44, M                 6,564       5.0%  $  221.82   $   229.95   $       2.32   $   232.28        4.7%
Butler           HF, Age 19-44, F                23,040      17.7%  $  187.85   $   220.57   $       2.23   $   222.80       18.6%
Butler           HF, Age 45+, M & F               1,608       1.2%  $  490.36   $   512.08   $       5.17   $   517.26        5.5%
Butler           HST, Age 19-64, F                1,668       1.3%  $  304.21   $   352.41   $       3.56   $   355.97       17.0%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Butler           Subtotal                       130,248     100.0%  $  141.75   $   151.42   $       1.53   $   152.95        7.9%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Butler           Delivery Payment                   269       0.2%  $3,417.97   $ 3,935.67   $      39.75   $ 3,975.42       16.3%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Butler           Total                          130,248     100.0%  $  148.81   $   159.55   $       1.61   $   161.16        8.3%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Clark/Madison    HF/HST, Age 0, M & F             1,203       6.0%  $  578.29   $   464.46   $       4.69   $   469.15      -18.9%
Clark/Madison    HF/HST, Age 1, M & F             1,132       5.6%  $  116.69   $   128.58   $       1.30   $   129.88       11.3%
Clark/Madison    HF/HST, Age 2-13, M & F          9,845      49.0%  $   70.44   $    81.77   $       0.83   $    82.59       17.2%
Clark/Madison    HF/HST, Age 14-18, M             1,017       5.1%  $   88.36   $    99.65   $       1.01   $   100.66       13.9%
Clark/Madison    HF/HST, Age 14-18, F             1,030       5.1%  $  126.73   $   147.40   $       1.49   $   148.89       17.5%
Clark/Madison    HF, Age 19-44, M                 1,243       6.2%  $  192.54   $   201.57   $       2.04   $   203.60        5.7%
Clark/Madison    HF, Age 19-44, F                 4,244      21.1%  $  200.69   $   238.60   $       2.41   $   241.01       20.1%
Clark/Madison    HF, Age 45+, M & F                 272       1.4%  $  383.27   $   435.40   $       4.40   $   439.80       14.8%
Clark/Madison    HST, Age 19-64, F                  112       0.6%  $  281.21   $   325.27   $       3.29   $   328.55       16.8%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Clark/Madison    Subtotal                        20,098     100.0%  $  147.70   $   158.25   $       1.60   $   159.85        8.2%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Clark/Madison    Delivery Payment                    50       0.2%  $3,388.96   $ 3,869.97   $      39.09   $ 3,909.06       15.3%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Clark/Madison    Total                           20,098     100.0%  $  156.13   $   167.88   $       1.70   $   169.57        8.6%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Clermont         HF/HST, Age 0, M & F               427       5.5%  $  546.23   $   428.41   $       4.33   $   432.74      -20.8%
Clermont         HF/HST, Age 1, M & F               430       5.5%  $  141.76   $   145.43   $       1.47   $   146.90        3.6%
Clermont         HF/HST, Age 2-13, M & F          3,975      51.2%  $   73.20   $    85.93   $       0.87   $    86.80       18.6%
Clermont         HF/HST, Age 14-18, M               456       5.9%  $   81.01   $    94.66   $       0.96   $    95.61       18.0%
Clermont         HF/HST, Age 14-18, F               522       6.7%  $  139.84   $   162.72   $       1.64   $   164.36       17.5%
Clermont         HF, Age 19-44, M                   268       3.5%  $  197.25   $   199.87   $       2.02   $   201.89        2.3%
Clermont         HF, Age 19-44, F                 1,513      19.5%  $  212.15   $   247.49   $       2.50   $   249.99       17.8%
Clermont         HF, Age 45+, M & F                  96       1.2%  $  472.01   $   518.18   $       5.23   $   523.41       10.9%
Clermont         HST, Age 19-64, F                   79       1.0%  $  362.51   $   380.75   $       3.85   $   384.59        6.1%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Clermont         Subtotal                         7,766     100.0%  $  147.17   $   157.48   $       1.59   $   159.07        8.1%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Clermont         Delivery Payment                    26       0.3%  $4,043.64   $ 3,933.34   $      39.73   $ 3,973.07       -1.7%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
Clermont         Total                            7,766     100.0%  $  160.71   $   170.65   $       1.72   $   172.37        7.3%
                                           ------------   -------   ---------   ----------   ------------   ----------   --------
</TABLE>

Mercer Government
Human Services Consulting

                                   Page 1 of 7
<PAGE>

STATE OF OHIO                          EXHIBIT B                           FINAL
                                 TWELVE MONTH RATES
                                       CY 2004

<TABLE>
<CAPTION>
                                                Annualized                           1/1/2004 -                 1/1/2004 -
                                                 Dec 2002               CY 2002     12/31/2004    1/1/2004 -   12/31/2004
                                                Managed Care            Rate w/     Guaranteed    12/31/2004      Rate w/   Percent
  County                     Rate Cohort          MM/Delv     % of MM    Admin         Rate      Rate At Risk     Admin     Increase
  ------                     -----------        ------------  -------  ----------   -----------  ------------  -----------  --------
<S>                    <C>                      <C>           <C>      <C>          <C>          <C>           <C>          <C>
Columbiana             HF/HST, Age 0, M & F           1,346      5.5%  $        -   $    379.02  $       3.83   $   382.85     0.0%
Columbiana             HF/HST, Age 1, M & F           1,356      5.5%  $        -   $    118.38  $       1.20   $   119.58     0.0%
Columbiana             HF/HST, Age 2-13, M & F       12,526     51.2%  $        -   $     72.28  $       0.73   $    73.01     0.0%
Columbiana             HF/HST, Age 14-18, M           1,438      5.9%  $        -   $     79.58  $       0.80   $    80.38     0.0%
Columbiana             HF/HST, Age 14-18, F           1,646      6.7%  $        -   $    128.35  $       1.30   $   129.64     0.0%
Columbiana             HF, Age 19-44, M                 845      3.5%  $        -   $    166.09  $       1.68   $   167.77     0.0%
Columbiana             HF, Age 19-44, F               4,769     19.5%  $        -   $    218.03  $       2.20   $   220.23     0.0%
Columbiana             HF, Age 45+, M & F               302      1.2%  $        -   $    369.40  $       3.73   $   373.13     0.0%
Columbiana             HST, Age 19-64, F                249      1.0%  $        -   $    350.76  $       3.54   $   354.30     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Columbiana             Subtotal                      24,477    100.0%  $        -   $    134.04  $       1.35   $   135.39     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Columbiana             Delivery Payment                  83      0.3%  $        -   $  3,646.17  $      36.83   $ 3,683.00     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Columbiana             Total                         24,477    100.0%  $        -   $    146.40  $       1.48   $   147.88     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Crawford               HF/HST, Age 0, M & F             166      5.5%  $        -   $    362.10  $       3.66   $   365.76     0.0%
Crawford               HF/HST, Age 1, M & F             167      5.5%  $        -   $    110.18  $       1.11   $   111.30     0.0%
Crawford               HF/HST, Age 2-13, M & F        1,542     51.2%  $        -   $     66.94  $       0.68   $    67.61     0.0%
Crawford               HF/HST, Age 14-18, M             177      5.9%  $        -   $     75.08  $       0.76   $    75.84     0.0%
Crawford               HF/HST, Age 14-18, F             203      6.7%  $        -   $    125.55  $       1.27   $   126.82     0.0%
Crawford               HF, Age 19-44, M                 104      3.5%  $        -   $    160.35  $       1.62   $   161.97     0.0%
Crawford               HF, Age 19-44, F                 587     19.5%  $        -   $    208.24  $       2.10   $   210.34     0.0%
Crawford               HF, Age 45+, M & F                37      1.2%  $        -   $    347.17  $       3.51   $   350.68     0.0%
Crawford               HST, Age 19-64, F                 31      1.0%  $        -   $    332.53  $       3.36   $   335.89     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Crawford               Subtotal                       3,014    100.0%  $        -   $    126.93  $       1.28   $   128.21     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Crawford               Delivery Payment                  10      0.3%  $        -   $  3,501.94  $      35.37   $ 3,537.32     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Crawford               Total                          3,014    100.0%  $        -   $    138.55  $       1.40   $   139.95     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Cuyahoga               HF/HST, Age 0, M & F          80,520      4.5%  $   584.96   $    486.83  $       4.92   $   491.75   -15.9%
Cuyahoga               HF/HST, Age 1, M & F          86,280      4.8%  $   124.16   $    140.22  $       1.42   $   141.63    14.1%
Cuyahoga               HF/HST, Age 2-13, M & F      891,084     50.0%  $    65.37   $     75.98  $       0.77   $    76.75    17.4%
Cuyahoga               HF/HST, Age 14-18, M         119,844      6.7%  $    73.86   $     81.89  $       0.83   $    82.71    12.0%
Cuyahoga               HF/HST, Age 14-18, F         127,620      7.2%  $   113.20   $    133.38  $       1.35   $   134.73    19.0%
Cuyahoga               HF, Age 19-44, M              61,008      3.4%  $   174.98   $    175.09  $       1.77   $   176.86    1.1%
Cuyahoga               HF, Age 19-44, F             360,012     20.2%  $   196.51   $    231.15  $       2.33   $   233.49    18.8%
Cuyahoga               HF, Age 45+, M & F            36,600      2.1%  $   386.19   $    395.37  $       3.99   $   399.37     3.4%
Cuyahoga               HST, Age 19-64, F             17,808      1.0%  $   343.12   $    398.42  $       4.02   $   402.44    17.3%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Cuyahoga               Subtotal                   1,780,776    100.0%  $   135.35   $    146.74  $       1.48   $   148.22     9.5%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Cuyahoga               Delivery Payment               6,847      0.4%  $ 3,975.41   $  4,675.13  $      47.22   $ 4,722.35    18.8%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Cuyahoga               Total                      1,780,776    100.0%  $   150.63   $    164.71  $       1.66   $   166.38    10.5%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Defiance/Fulton/Henry  HF/HST, Age 0, M & F             253      5.5%  $        -   $    367.98  $       3.72   $   371.70     0.0%
Defiance/Fulton/Henry  HF/HST, Age 1, M & F             255      5.5%  $        -   $    111.52  $       1.13   $   112.65     0.0%
Defiance/Fulton/Henry  HF/HST, Age 2-13, M & F        2,357     51.2%  $        -   $     67.86  $       0.69   $    68.54     0.0%
Defiance/Fulton/Henry  HF/HST, Age 14-18, M             271      5.9%  $        -   $     75.18  $       0.76   $    75.94     0.0%
Defiance/Fulton/Henry  HF/HST, Age 14-18, F             310      6.7%  $        -   $    125.25  $       1.27   $   126.51     0.0%
Defiance/Fulton/Henry  HF, Age 19-44, M                 159      3.5%  $        -   $    157.10  $       1.59   $   158.69     0.0%
Defiance/Fulton/Henry  HF, Age 19-44, F                 897     19.5%  $        -   $    208.16  $       2.10   $   210.26     0.0%
Defiance/Fulton/Henry  HF, Age 45+, M & F                57      1.2%  $        -   $    337.45  $       3.41   $   340.86     0.0%
Defiance/Fulton/Henry  HST, Age 19-64, F                 47      1.0%  $        -   $    334.79  $       3.38   $   338.17     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Defiance/Fulton/Henry  Subtotal                       4,606    100.0%  $        -   $    127.52  $       1.29   $   128.81     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Defiance/Fulton/Henry  Delivery Payment                  16      0.3%  $        -   $  3,522.15  $      35.58   $ 3,557.72     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Defiance/Fulton/Henry  Total                          4,606    100.0%  $        -   $    139.75  $       1.41   $   141.16     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Delaware               HF/HST, Age 0, M & F             159      5.5%  $        -   $    367.06  $       3.71   $   370.77     0.0%
Delaware               HF/HST, Age 1, M & F             160      5.5%  $        -   $    110.49  $       1.12   $   111.61     0.0%
Delaware               HF/HST, Age 2-13, M & F        1,477     51.2%  $        -   $     67.56  $       0.68   $    68.24     0.0%
Delaware               HF/HST, Age 14-18, M             170      5.9%  $        -   $     75.68  $       0.76   $    76.44     0.0%
Delaware               HF/HST, Age 14-18, F             194      6.7%  $        -   $    124.25  $       1.26   $   125.50     0.0%
Delaware               HF, Age 19-44, M                 100      3.5%  $        -   $    159.50  $       1.61   $   161.11     0.0%
Delaware               HF, Age 19-44, F                 562     19.5%  $        -   $    210.63  $       2.13   $   212.75     0.0%
Delaware               HF, Age 45+, M & F                36      1.2%  $        -   $    360.43  $       3.64   $   364.07     0.0%
Delaware               HST, Age 19-64, F                 29      1.0%  $        -   $    337.90  $       3.41   $   341.31     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Delaware               Subtotal                       2,887    100.0%  $        -   $    128.12  $       1.29   $   129.42     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Delaware               Delivery Payment                  10      0.3%  $        -   $  3,527.06  $      35.63   $ 3,562.68     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
Delaware               Total                          2,887    100.0%  $        -   $    140.34  $       1.42   $   141.76     0.0%
                                                -----------   ------   ----------   -----------  ------------   ----------   -----
</TABLE>

Mercer Government Human Services Consulting

                                   Page 2 of 7
<PAGE>


STATE OF OHIO                          EXHIBIT B                           FINAL
                                 TWELVE MONTH RATES
                                       CY 2004

<TABLE>
<CAPTION>
                                      Annualized                           1/1/2004 -                 1/1/2004 -
                                       Dec 2002                CY 2002    12/31/2004   1/1/2004 -    12/31/2004
                                      Managed Care             Rate w/    Guaranteed   12/31/2004      Rate w/    Percent
 County             Rate Cohort        MM/Delv       % of MM    Admin         Rate     Rate At Risk     Admin     Increase
 ------             -----------       ------------   -------  ---------   -----------  ------------  ----------   --------
<S>          <C>                      <C>            <C>      <C>         <C>          <C>           <C>          <C>
Fairfield    HF/HST, Age 0, M & F         287          5.5%   $       -   $    365.44    $  3.69     $  369.13       0.0%
Fairfield    HF/HST, Age 1, M & F         289          5.5%   $       -   $    112.58    $  1.14     $  113.72       0.0%
Fairfield    HF/HST, Age 2-13, M & F    2,666         51.2%   $       -   $     68.98    $  0.70     $   69.68       0.0%
Fairfield    HF/HST, Age 14-18, M         306          5.9%   $       -   $     93.93    $  0.95     $   94.88       0.0%
Fairfield    HF/HST, Age 14-18, F         350          6.7%   $       -   $    129.66    $  1.31     $  130.97       0.0%
Fairfield    HF, Age 19-44, M             180          3.5%   $       -   $    163.00    $  1.65     $  164.64       0.0%
Fairfield    HF, Age 19-44, F           1,015         19.5%   $       -   $    217.09    $  2.19     $  219.28       0.0%
Fairfield    HF, Age 45+, M & F            64          1.2%   $       -   $    357.49    $  3.61     $   361.1       0.0%
Fairfield    HST, Age 19-64, F             53          1.0%   $       -   $    347.11    $  3.51     $  350.61       0.0%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Fairfield    Subtotal                   5,210        100.0%   $       -   $    131.75    $  1.33     $  133.08       0.0%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Fairfield    Delivery Payment              18          0.3%   $       -   $  3,528.59    $ 35.64     $3,564.23       0.0%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Fairfield    Total                      5,210        100.0%   $       -   $    143.94    $  1.45     $  145.39       0.0%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Franklin     HF/HST, Age 0, M & F      41,412          4.9%   $  503.34   $    420.76    $  4.25     $  425.01     -15.6%
Franklin     HF/HST, Age 1, M & F      45,912          5.5%   $  107.80   $    120.19    $  1.21     $  121.41      12.6%
Franklin     HF/HST, Age 2-13, M & F  432,048         51.6%   $   63.12   $     73.22    $  0.74     $   73.96      17.2%
Franklin     HF/HST, Age 14-18, M      47,880          5.7%   $   75.42   $     83.12    $  0.84     $   83.96      11.3%
Franklin     HF/HST, Age 14-18, F      54,540          6.5%   $  112.59   $    131.71    $  1.33     $  133.04      18.2%
Franklin     HF, Age 19-44, M          29,256          3.5%   $  195.37   $    201.08    $  2.03     $  203.11       4.0%
Franklin     HF, Age 19-44, F         168,024         20.1%   $  217.48   $    258.89    $  2.62     $  261.51      20.2%
Franklin     HF, Age 45+, M & F        10,668          1.3%   $  413.63   $    434.56    $  4.39     $  438.95       6.1%
Franklin     HST, Age 19-64, F          7,488          0.9%   $  264.53   $    309.72    $  3.13     $  312.85      18.3%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Franklin     Subtotal                 837,228        100.0%   $  133.14   $    145.81    $  1.47     $  147.28      10.6%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Franklin     Delivery Payment           2,999          0.4%   $3,305.57   $  3,887.49    $ 39.27     $3,926.76      18.8%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Franklin     Total                    837,228        100.0%   $  144.98   $    159.74    $  1.61     $  161.35      11.3%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Greene       HF/HST, Age 0, M & F       2,860          5.5%   $  578.29   $    459.93    $  4.65     $  464.58     -19.7%
Greene       HF/HST, Age 1, M & F       2,881          5.5%   $  116.69   $    127.60    $  1.29     $  128.89      10.5%
Greene       HF/HST, Age 2-13, M & F   26,611         51.2%   $   70.44   $     84.98    $  0.86     $   85.83      21.9%
Greene       HF/HST, Age 14-18, M       3,055          5.9%   $   88.36   $    100.04    $  1.01     $  101.05      14.4%
Greene       HF/HST, Age 14-18, F       3,497          6.7%   $  126.73   $    146.50    $  1.48     $  147.98      16.8%
Greene       HF, Age 19-44, M           1,796          3.5%   $  192.54   $    199.30    $  2.01     $  201.31       4.6%
Greene       HF, Age 19-44, F          10,131         19.5%   $  200.69   $    237.82    $  2.40     $  240.22      19.7%
Greene       HF, Age 45+, M & F           641          1.2%   $  383.27   $    397.53    $  4.02     $  401.54       4.8%
Greene       HST, Age 19-64, F            529          1.0%   $  281.21   $    331.53    $  3.35     $  334.88      19.1%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Greene       Subtotal                  52,001        100.0%   $  141.37   $    153.07    $  1.55     $  154.62       9.4%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Greene       Delivery Payment             176          0.3%   $3,388.96   $  4,021.19    $ 40.62     $4,061.81      19.9%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Greene       Total                     52,001        100.0%   $  152.84   $    166.68    $  1.68     $  168.36      10.2%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Hamilton     HF/HST, Age 0, M & F      24,540          5.9%   $  629.79   $    523.73    $  5.29     $  529.02     -16.0%
Hamilton     HF/HST, Age 1, M & F      22,860          5.5%   $  125.83   $    141.71    $  1.43     $  143.14      13.8%
Hamilton     HF/HST, Age 2-13, M & F  213,888         51.8%   $   65.52   $     75.58    $  0.76     $   76.35      16.5%
Hamilton     HF/HST, Age 14-18, M      26,520          6.4%   $   75.82   $     83.63    $  0.84     $   84.47      11.4%
Hamilton     HF/HST, Age 14-18, F      31,944          7.7%   $  112.60   $    132.46    $  1.34     $   133.8      18.8%
Hamilton     HF, Age 19-44, M           8,688          2.1%   $  180.67   $    180.26    $  1.82     $  182.09       0.8%
Hamilton     HF, Age 19-44, F          74,136         18.0%   $  197.19   $    230.20    $  2.33     $  232.52      17.9%
Hamilton     HF, Age 45+, M & F         4,752          1.2%   $  392.89   $    398.50    $  4.03     $  402.53       2.5%
Hamilton     HST, Age 19-64, F          5,316          1.3%   $  344.27   $    396.96    $  4.01     $  400.97      16.5%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Hamilton     Subtotal                 412,644        100.0%   $  140.16   $    148.66    $  1.50     $  150.16       7.1%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Hamilton     Delivery Payment           1,267          0.3%   $4,319.39   $  5,084.77    $ 51.36     $5,136.13      18.9%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Hamilton     Total                    412,644        100.0%   $  153.43   $    164.27    $  1.66     $  165.93       8.2%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Huron        HF/HST, Age 0, M & F         192          5.5%   $       -   $    370.32    $  3.74     $  374.07       0.0%
Huron        HF/HST, Age 1, M & F         193          5.5%   $       -   $    112.66    $  1.14     $   113.8       0.0%
Huron        HF/HST, Age 2-13, M & F    1,786         51.2%   $       -   $     67.46    $  0.68     $   68.14       0.0%
Huron        HF/HST, Age 14-18, M         205          5.9%   $       -   $     75.48    $  0.76     $   76.25       0.0%
Huron        HF/HST, Age 14-18, F         235          6.7%   $       -   $    123.99    $  1.25     $  125.25       0.0%
Huron        HF, Age 19-44, M             121          3.5%   $       -   $    153.16    $  1.55     $  154.71       0.0%
Huron        HF, Age 19-44, F             680         19.5%   $       -   $    211.18    $  2.13     $  213.31       0.0%
Huron        HF, Age 45+, M & F            43          1.2%   $       -   $    349.39    $  3.53     $  352.92       0.0%
Huron        HST, Age 19-64, F             35          1.0%   $       -   $    336.47    $  3.40     $  339.87       0.0%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Huron        Subtotal                   3,490        100.0%   $       -   $    128.04    $  1.29     $  129.34       0.0%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Huron        Delivery Payment              12          0.3%   $       -   $  3,514.27      35.50     $3,549.77       0.0%
                                      -------        -----    ---------   -----------    -------     ---------     -----
Huron        Total                      3,490        100.0%   $       -   $    140.13    $  1.42     $  141.54       0.0%
                                      -------        -----    ---------   -----------    -------     ---------     -----
</TABLE>

Mercer Government Human Services Consulting

                                  Page 3 of 7

<PAGE>

STATE OF OHIO                          EXHIBIT B                           FINAL
                                 TWELVE MONTH RATES
                                       CY 2004

<TABLE>
<CAPTION>
                                       Annualized                           1/1/2004 -                 1/1/2004 -
                                        Dec 2002                 CY 2002    12/31/2004    1/1/2004 -    12/31/2004
                                      Managed Care               Rate w/    Guaranteed   12/31/2004      Rate w/    Percent
 County            Rate Cohort          MM/Delv      % of MM      Admin        Rate      Rate At Risk     Admin     Increase
 ------            -----------        ------------   -------    ----------  -----------  ------------  -----------  --------
<S>          <C>                      <C>            <C>        <C>         <C>          <C>           <C>          <C>
Jefferson    HF/HST, Age 0, M & F         274           5.5%    $        -  $    366.23    $  3.70     $    369.92     0.0%
Jefferson    HF/HST, Age 1, M & F         276           5.5%    $        -  $    112.58    $  1.14     $    113.71     0.0%
Jefferson    HF/HST, Age 2-13, M & F    2,545          51.2%    $        -  $     68.05    $  0.69     $     68.74     0.0%
Jefferson    HF/HST, Age 14-18, M         292           5.9%    $        -  $     75.67    $  0.76     $     76.43     0.0%
Jefferson    HF/HST, Age 14-18, F         334           6.7%    $        -  $    123.13    $  1.24     $    124.37     0.0%
Jefferson    HF, Age 19-44, M             172           3.5%    $        -  $    158.45    $  1.60     $    160.05     0.0%
Jefferson    HF, Age 19-44, F             969          19.5%    $        -  $    209.68    $  2.12     $    211.80     0.0%
Jefferson    HF, Age 45+, M & F            61           1.2%    $        -  $    357.74    $  3.61     $    361.35     0.0%
Jefferson    HST, Age 19-64, F             51           1.0%    $        -  $    344.49    $  3.48     $    347.96     0.0%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Jefferson    Subtotal                   4,974         100.0%    $        -  $    128.20    $  1.29     $    129.49     0.0%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Jefferson    Delivery Payment              17           0.3%    $        -  $  3,537.71    $ 35.73     $  3,573.44     0.0%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Jefferson    Total                      4,974         100.0%    $        -  $    140.29    $  1.42     $    141.71     0.0%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Licking      HF/HST, Age 0, M & F       1,199           5.5%    $        -  $    376.04    $  3.80     $    379.84     0.0%
Licking      HF/HST, Age 1, M & F       1,207           5.5%    $        -  $    115.17    $  1.16     $    116.34     0.0%
Licking      HF/HST, Age 2-13, M & F   11,152          51.2%    $        -  $     70.07    $  0.71     $     70.78     0.0%
Licking      HF/HST, Age 14-18, M       1,280           5.9%    $        -  $     79.58    $  0.80     $     80.39     0.0%
Licking      HF/HST, Age 14-18, F       1,465           6.7%    $        -  $    128.46    $  1.30     $    129.76     0.0%
Licking      HF, Age 19-44, M             753           3.5%    $        -  $    158.46    $  1.60     $    160.06     0.0%
Licking      HF, Age 19-44, F           4,246          19.5%    $        -  $    214.86    $  2.17     $    217.03     0.0%
Licking      HF, Age 45+, M & F           269           1.2%    $        -  $    368.17    $  3.72     $    371.89     0.0%
Licking      HST, Age 19-64, F            222           1.0%    $        -  $    347.73    $  3.51     $    351.25     0.0%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Licking      Subtotal                  21,793         100.0%    $        -  $    131.66    $  1.33     $    132.99     0.0%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Licking      Delivery Payment              74           0.3%    $        -  $  3,633.70    $ 36.70     $  3,670.41     0.0%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Licking      Total                     21,793         100.0%    $        -  $    144.00    $  1.45     $    145.45     0.0%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Lorain       HF/HST, Age 0, M & F       7,236           5.0%    $   422.96  $    356.94    $  3.61     $    360.54   -14.8%
Lorain       HF/HST, Age 1, M & F       8,100           5.6%    $    88.61  $     96.46    $  0.97     $     97.44    10.0%
Lorain       HF/HST, Age 2-13, M & F   72,528          49.9%    $    57.69  $     65.26    $  0.66     $     65.91    14.3%
Lorain       HF/HST, Age 14-18, M       8,496           5.8%    $    57.46  $     64.67    $  0.65     $     65.32    13.7%
Lorain       HF/HST, Age 14-18, F       8,844           6.1%    $   108.81  $    127.66    $  1.29     $    128.95    18.5%
Lorain       HF, Age 19-44, M           7,428           5.1%    $   160.70  $    169.02    $  1.71     $    170.73     6.2%
Lorain       HF, Age 19-44, F          29,268          20.1%    $   179.46  $    207.63    $  2.10     $    209.73    16.9%
Lorain       HF, Age 45+, M & F         2,040           1.4%    $   299.67  $    316.05    $  3.19     $    319.24     6.5%
Lorain       HST, Age 19-64, F          1,416           1.0%    $   309.72  $    355.46    $  3.59     $    359.05    15.9%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Lorain       Subtotal                 145,356         100.0%    $   116.33  $    125.59    $  1.27     $    126.86     9.1%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Lorain       Delivery Payment             494           0.3%    $ 3,289.08  $  3,597.03    $ 36.33     $ 3,633.371    10.5%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Lorain       Total                    145,356         100.0%    $   127.50  $    137.82    $  1.39     $    139.21     9.2%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Lucas        HF/HST, Age 0, M & F      32,076           5.4%    $   647.45  $    542.31    $  5.48     $    547.79   -15.4%
Lucas        HF/HST, Age 1, M & F      33,228           5.6%    $   100.36  $    112.27    $  1.13     $    113.40    13.0%
Lucas        HF/HST, Age 2-13, M & F  294,060          49.3%    $    62.88  $     72.76    $  0.73     $     73.50    16.9%
Lucas        HF/HST, Age 14-18, M      37,416           6.3%    $    71.47  $     81.13    $  0.82     $     81.95    14.7%
Lucas        HF/HST, Age 14-18, F      40,872           6.9%    $   116.85  $    134.90    $  1.36     $    136.26    16.6%
Lucas        HF, Age 19-44, M          24,528           4.1%    $   187.36  $    187.38    $  1.89     $    189.28     1.0%
Lucas        HF, Age 19-44, F         115,356          19.4%    $   199.19  $    231.26    $  2.34     $    233.60    17.3%
Lucas        HF, Age 45+, M & F         9,048           1.5%    $   415.02  $    421.13    $  4.25     $    425.38     2.5%
Lucas        HST, Age 19-64, F          9,516           1.6%    $   340.77  $    392.90    $  3.97     $    396.87    16.5%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Lucas        Subtotal                 596,100         100.0%    $   141.95  $    150.80    $  1.52     $    152.33     7.3%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Lucas        Delivery Payment           2,712           0.5%    $ 3,844.21  $  4,320.65    $ 43.64     $  4,364.29    13.5%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Lucas        Total                    596,100         100.0%    $   159.44  $    170.46    $  1.72     $    172.18     8.0%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Mahoning     HF/HST, Age 0, M & F       7,620           5.5%    $   512.84  $    419.13    $  4.23     $    423.36   -17.4%
Mahoning     HF/HST, Age 1, M & F       7,676           5.5%    $   109.61  $    123.78    $  1.25     $    125.03    14.1%
Mahoning     HF/HST, Age 2-13, M & F   70,893          51.2%    $    71.58  $     78.77    $  0.80     $     79.56    11.2%
Mahoning     HF/HST, Age 14-18, M       8,140           5.9%    $   101.19  $    111.09    $  1.12     $    112.21    10.9%
Mahoning     HF/HST, Age 14-18, F       9,316           6.7%    $   121.54  $    139.44    $  1.41     $    140.85    15.9%
Mahoning     HF, Age 19-44, M           4,785           3.5%    $   203.35  $    192.51    $  1.94     $    194.45    -4.4%
Mahoning     HF, Age 19-44, F          26,991          19.5%    $   211.29  $    247.27    $  2.50     $    249.77    18.2%
Mahoning     HF, Age 45+, M & F         1,709           1.2%    $   400.10  $    416.84    $  4.21     $    421.05     5.2%
Mahoning     HST, Age 19-64, F          1,408           1.0%    $   346.92  $    368.43    $  3.72     $    372.16     7.3%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Mahoning     Subtotal                 138,538         100.0%    $   141.68  $    149.83    $  1.51     $    151.35     6.8%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Mahoning     Delivery Payment             468           0.3%    $ 3,509.06  $  3,980.19    $ 40.20     $  4,020.39    14.6%
                                      -------         -----     ----------  -----------    -------     -----------   -----
Mahoning     Total                    138,538         100.0%    $   153.53  $    163.28    $  1.65     $    164.93     7.4%
                                      -------         -----     ----------  -----------    -------     -----------   -----
</TABLE>

Mercer Government Human Services Consulting

                                  Page 4 of 7

<PAGE>

STATE OF OHIO                          EXHIBIT B                           FINAL
                                 TWELVE MONTH RATES
                                       CY 2004

<TABLE>
<CAPTION>
                                           Annualized                           1/1/2004 -                 1/1/2004 -
                                            Dec 2002                CY 2002     12/31/2004    1/1/2004 -   12/31/2004
                                          Managed Care              Rate w/     Guaranteed   12/31/2004      Rate w/    Percent
  County               Rate Cohort          MM/Delv      % of MM     Admin         Rate      Rate At Risk     Admin     Increase
  ------               -----------        ------------   -------    ----------  ----------   ------------  -----------  --------
<S>              <C>                      <C>            <C>        <C>         <C>          <C>           <C>          <C>
Montgomery       HF/HST, Age 0, M & F        22,200          6.3%   $   602.39  $   499.26     $  5.04     $  504.30    -16.3%
Montgomery       HF/HST, Age 1, M & F        19,524          5.5%   $   123.80  $   139.57     $  1.41     $  140.98     13.9%
Montgomery       HF/HST, Age 2-13, M & F    177,480         50.2%   $    64.80  $    75.24     $  0.76     $   76.00     17.3%
Montgomery       HF/HST, Age 14-18, M        20,316          5.7%   $    74.10  $    81.56     $  0.82     $   82.39     11.2%
Montgomery       HF/HST, Age 14-18, F        23,388          6.6%   $   111.83  $   131.66     $  1.33     $  132.99     18.9%
Montgomery       HF, Age 19-44, M            11,952          3.4%   $   176.03  $   176.43     $  1.78     $  178.21      1.2%
Montgomery       HF, Age 19-44, F            71,304         20.2%   $   194.95  $   229.01     $  2.31     $  231.33     18.7%
Montgomery       HF, Age 45+, M & F           4,020          1.1%   $   385.54  $   395.38     $  3.99     $  399.38      3.6%
Montgomery       HST, Age 19-64, F            3,312          0.9%   $   340.60  $   396.93     $  4.01     $  400.94     17.7%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Montgomery       Subtotal                   353,496        100.0%   $   141.71  $   150.61     $  1.52     $  152.14      7.4%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Montgomery       Delivery Payment               935          0.3%   $ 4,146.90  $ 4,858.52     $ 49.08     $4,907.60     18.3%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Montgomery       Total                      353,496        100.0%   $   152.68  $   163.46     $  1.65     $  165.12      8.1%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Muskingum        HF/HST, Age 0, M & F           384          5.5%   $        -  $   365.04     $  3.69     $  368.72      0.0%
Muskingum        HF/HST, Age 1, M & F           387          5.5%   $        -  $   114.05     $  1.15     $  115.20      0.0%
Muskingum        HF/HST, Age 2-13, M & F      3,574         51.2%   $        -  $    67.59     $  0.68     $   68.27      0.0%
Muskingum        HF/HST, Age 14-18, M           410          5.9%   $        -  $    76.34     $  0.77     $   77.11      0.0%
Muskingum        HF/HST, Age 14-18, F           470          6.7%   $        -  $   126.57     $  1.28     $  127.85      0.0%
Muskingum        HF, Age 19-44, M               241          3.5%   $        -  $   154.07     $  1.56     $  155.63      0.0%
Muskingum        HF, Age 19-44, F             1,361          19.5%  $        -  $   208.20     $  2.10     $  210.30      0.0%
Muskingum        HF, Age 45+, M & F              86          1.2%   $        -  $   350.23     $  3.54     $  353.77      0.0%
Muskingum        HST, Age 19-64, F               71          1.0%   $        -  $   345.81     $  3.49     $  349.30      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Muskingum        Subtotal                     6,984        100.0%   $        -  $   127.69     $  1.29     $  128.98      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Muskingum        Delivery Payment                24          0.3%   $        -  $ 3,527.02     $ 35.63     $3,562.64      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Muskingum        Total                        6,984        100.0%   $        -  $   139.81     $  1.41     $  141.23      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Ottawa/Sandusky  HF/HST, Age 0, M & F           241          5.5%   $        -  $   363.41     $  3.67     $  367.08      0.0%
Ottawa/Sandusky  HF/HST, Age 1, M & F           243          5.5%   $        -  $   111.53     $  1.13     $  112.66      0.0%
Ottawa/Sandusky  HF/HST, Age 2-13, M & F      2,245         51.2%   $        -  $    66.67     $  0.67     $   67.34      0.0%
Ottawa/Sandusky  HF/HST, Age 14-18, M           258          5.9%   $        -  $    75.74     $  0.77     $   76.50      0.0%
Ottawa/Sandusky  HF/HST, Age 14-18, F           295          6.7%   $        -  $   123.82     $  1.25     $  125.07      0.0%
Ottawa/Sandusky  HF, Age 19-44, M               152          3.5%   $        -  $   151.96     $  1.53     $  153.50      0.0%
Ottawa/Sandusky  HF, Age 19-44, F               855         19.5%   $        -  $   205.63     $  2.08     $  207.70      0.0%
Ottawa/Sandusky  HF, Age 45+, M & F              54          1.2%   $        -  $   339.06     $  3.42     $  342.49      0.0%
Ottawa/Sandusky  HST, Age 19-64, F               45          1.0%   $        -  $   335.99     $  3.39     $  339.38      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Ottawa/Sandusky  Subtotal                     4,388        100.0%   $        -  $   125.97     $  1.27     $  127.24      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Ottawa/Sandusky  Delivery Payment                15          0.3%   $        -  $ 3,509.02     $ 35.44     $3,544.46      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Ottawa/Sandusky  Total                        4,388        100.0%   $        -  $   137.97     $  1.39     $  139.36      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Pickaway         HF/HST, Age 0, M & F           148          5.5%   $   501.13  $   413.50     $  4.18     $  417.68    -16.7%
Pickaway         HF/HST, Age 1, M & F           149          5.5%   $   123.14  $   126.63     $  1.28     $  127.91      3.9%
Pickaway         HF/HST, Age 2-13, M & F      1,378         51.2%   $    70.44  $    76.41     $  0.77     $   77.18      9.6%
Pickaway         HF/HST, Age 14-18, M           158          5.9%   $    87.67  $    95.71     $  0.97     $   96.67     10.3%
Pickaway         HF/HST, Age 14-18, F           181          6.7%   $   122.78  $   135.78     $  1.37     $  137.15     11.7%
Pickaway         HF, Age 19-44, M                93          3.5%   $   219.16  $   216.64     $  2.19     $  218.82     -0.2%
Pickaway         HF, Age 19-44, F               525         19.5%   $   214.34  $   250.24     $  2.53     $  252.77     17.9%
Pickaway         HF, Age 45+, M & F              33          1.2%   $   416.49  $   451.35     $  4.56     $  455.91      9.5%
Pickaway         HST, Age 19-64, F               27          1.0%   $   346.07  $   371.77     $  3.76     $  375.53      8.5%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Pickaway         Subtotal                     2,692        100.0%   $   141.78  $   149.15     $  1.51     $  150.66      6.3%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Pickaway         Delivery Payment                 9          0.3%   $ 3,384.76  $ 3,543.99     $ 35.80     $3,579.79      5.8%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Pickaway         Total                        2,692        100.0%   $   153.09  $   161.00     $  1.63     $  162.63      6.2%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Portage          HF/HST, Age 0, M & F           959          5.5%   $        -  $   377.92     $  3.82     $  381.74      0.0%
Portage          HF/HST, Age 1, M & F           965          5.5%   $        -  $   117.61     $  1.19     $  118.79      0.0%
Portage          HF/HST, Age 2-13, M & F      8,917         51.2%   $        -  $    70.54     $  0.71     $   71.25      0.0%
Portage          HF/HST, Age 14-18, M         1,024          5.9%   $        -  $    79.32     $  0.80     $   80.12      0.0%
Portage          HF/HST, Age 14-18, F         1,172          6.7%   $        -  $   128.32     $  1.30     $  129.62      0.0%
Portage          HF, Age 19-44, M               602          3.5%   $        -  $   163.70     $  1.65     $  165.35      0.0%
Portage          HF, Age 19-44, F             3,395         19.5%   $        -  $   216.54     $  2.19     $  218.73      0.0%
Portage          HF, Age 45+, M & F             215          1.2%   $        -  $   370.57     $  3.74     $  374.31      0.0%
Portage          HST, Age 19-64, F              177          1.0%   $        -  $   351.16     $  3.55     $  354.71      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Portage          Subtotal                    17,426        100.0%   $        -  $   132.68     $  1.34     $  134.02      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Portage          Delivery Payment                59          0.3%   $        -  $ 3,657.47     $ 36.94     $3,694.41      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
Portage          Total                       17,426        100.0%   $        -  $   145.06     $  1.47     $  146.53      0.0%
                                            -------       ------    ----------  ----------     -------     ---------    -----
</TABLE>

Mercer Government Human Services Consulting

                                   Page 5 of 7

<PAGE>

STATE OF OHIO                       EXHIBIT B                              FINAL
                               TWELVE MONTH RATES
                                     CY 2004

<TABLE>
<CAPTION>
                                               Annualized                         1/1/2004 -                1/1/2004 -
                                                Dec 2002                CY 2002   12/31/2004   1/1/2004 -   12/31/2004
                                              Managed Care              Rate w/   Guaranteed   12/31/2004     Rate w/    Percent
     County                Rate Cohort          MM/Delv      % of MM     Admin       Rate     Rate At Risk     Admin     Increase
     ------                -----------        ------------   -------    -------   ----------  ------------  ----------   --------
<S>                  <C>                      <C>            <C>       <C>        <C>         <C>           <C>          <C>
Richland             HF/HST, Age 0, M & F           417         5.5%   $  435.57  $   350.76   $     3.54   $   354.30    -18.7%
Richland             HF/HST, Age 1, M & F           420         5.5%   $  119.58  $   121.94   $     1.23   $   123.17      3.0%
Richland             HF/HST, Age 2-13, M & F      3,882        51.2%   $   65.11  $    72.63   $     0.73   $    73.37     12.7%
Richland             HF/HST, Age 14-18, M           446         5.9%   $   73.40  $    83.86   $     0.85   $    84.71     15.4%
Richland             HF/HST, Age 14-18, F           510         6.7%   $  130.13  $   137.75   $     1.39   $   139.14      6.9%
Richland             HF, Age 19-44, M               262         3.5%   $  163.01  $   154.69   $     1.56   $   156.25     -4.1%
Richland             HF, Age 19-44, F             1,478        19.5%   $  176.92  $   200.11   $     2.02   $   202.13     14.2%
Richland             HF, Age 45+, M & F              94         1.2%   $  323.07  $   335.58   $     3.39   $   338.97      4.9%
Richland             HST, Age 19-64, F               77         1.0%   $  266.88  $   295.75   $     2.99   $   298.74     11.9%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Richland             Subtotal                     7,586       100.0%   $  123.76  $   128.88   $     1.30   $   130.18      5.2%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Richland             Delivery Payment                26         0.3%   $2,900.54  $ 3,287.93   $    33.21   $ 3,321.14     14.5%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Richland             Total                        7,586       100.0%   $  133.70  $   140.15   $     1.42   $   141.57      5.9%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Stark                HF/HST, Age 0, M & F           348         4.2%   $  433.74  $   351.55   $     3.55   $   355.10    -18.1%
Stark                HF/HST, Age 1, M & F           372         4.5%   $   98.56  $   112.15   $     1.13   $   113.28     14.9%
Stark                HF/HST, Age 2-13, M & F      4,392        53.4%   $   62.03  $    70.56   $     0.71   $    71.28     14.9%
Stark                HF/HST, Age 14-18, M           552         6.7%   $   68.52  $    78.60   $     0.79   $    79.39     15.9%
Stark                HF/HST, Age 14-18, F           576         7.0%   $  116.83  $   133.38   $     1.35   $   134.73     15.3%
Stark                HF, Age 19-44, M               300         3.6%   $  152.83  $   159.84   $     1.61   $   161.46      5.6%
Stark                HF, Age 19-44, F             1,440        17.5%   $  185.77  $   219.63   $     2.22   $   221.85     19.4%
Stark                HF, Age 45+, M & F             144         1.8%   $  383.72  $   402.26   $     4.06   $   406.32      5.9%
Stark                HST, Age 19-64, F               96         1.2%   $  277.06  $   326.15   $     3.29   $   329.44     18.9%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Stark                Subtotal                     8,220       100.0%   $  116.83  $   127.45   $     1.29   $   128.74     10.2%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Stark                Delivery Payment                23         0.3%   $3,036.07  $ 3,526.07   $    35.62   $ 3,561.69     17.3%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Stark                Total                        8,220       100.0%   $  125.33  $   137.32   $     1.39   $   138.70     10.7%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Summit               HF/HST, Age 0, M & F        27,504         5.0%   $  544.75  $   453.44   $     4.58   $   458.02    -15.9%
Summit               HF/HST, Age 1, M & F        27,600         5.0%   $  106.04  $   119.86   $     1.21   $   121.07     14.2%
Summit               HF/HST, Age 2-13, M & F    268,860        49.0%   $   63.11  $    73.62   $     0.74   $    74.36     17.8%
Summit               HF/HST, Age 14-18, M        32,988         6.0%   $   85.66  $    95.66   $     0.97   $    96.63     12.8%
Summit               HF/HST, Age 14-18, F        37,812         6.9%   $  122.35  $   143.79   $     1.45   $   145.24     18.7%
Summit               HF, Age 19-44, M            24,096         4.4%   $  171.17  $   177.56   $     1.79   $   179.35      4.8%
Summit               HF, Age 19-44, F           114,744        20.9%   $  202.85  $   240.56   $     2.43   $   242.99     19.8%
Summit               HF, Age 45+, M & F          10,764         2.0%   $  401.55  $   419.44   $     4.24   $   423.68      5.5%
Summit               HST, Age 19-64, F            4,884         0.9%   $  324.03  $   378.98   $     3.83   $   382.80     18.1%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Summit               Subtotal                   549,252       100.0%   $  137.71  $   150.05   $     1.52   $   151.56     10.1%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Summit               Delivery Payment             2,475         0.5%   $4,091.24  $ 4,734.82   $    47.83   $ 4,782.64     16.9%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Summit               Total                      549,252       100.0%   $  156.14  $   171.38   $     1.73   $   173.11     10.9%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Trumbull             HF/HST, Age 0, M & F         6,201         5.5%   $  512.84  $   420.17   $     4.24   $   424.42    -17.2%
Trumbull             HF/HST, Age 1, M & F         6,246         5.5%   $  109.61  $   127.40   $     1.29   $   128.69     17.4%
Trumbull             HF/HST, Age 2-13, M & F     57,685        51.2%   $   71.58  $    84.74   $     0.86   $    85.60     19.6%
Trumbull             HF/HST, Age 14-18, M         6,623         5.9%   $  101.19  $   104.08   $     1.05   $   105.13      3.9%
Trumbull             HF/HST, Age 14-18, F         7,581         6.7%   $  121.54  $   143.03   $     1.44   $   144.48     18.9%
Trumbull             HF, Age 19-44, M             3,893         3.5%   $  203.35  $   208.99   $     2.11   $   211.10      3.8%
Trumbull             HF, Age 19-44, F            21,962        19.5%   $  211.29  $   248.24   $     2.51   $   250.74     18.7%
Trumbull             HF, Age 45+, M & F           1,390         1.2%   $  400.10  $   403.15   $     4.07   $   407.23      1.8%
Trumbull             HST, Age 19-64, F            1,146         1.0%   $  346.92  $   381.87   $     3.86   $   385.72     11.2%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Trumbull             Subtotal                   112,727       100.0%   $  141.68  $   153.70   $     1.55   $   155.26      9.6%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Trumbull             Delivery Payment               381         0.3%   $3,509.06  $ 3,855.96   $    38.95   $ 3,894.91     11.0%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Trumbull             Total                      112,727       100.0%   $  153.54  $   166.74   $     1.68   $   168.42      9.7%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Warren               HF/HST, Age 0, M & F           204         5.5%   $  459.45  $   381.23   $     3.85   $   385.09    -16.2%
Warren               HF/HST, Age 1, M & F           206         5.6%   $   95.81  $   107.52   $     1.09   $   108.60     13.4%
Warren               HF/HST, Age 2-13, M & F      1,898        51.2%   $   64.76  $    72.19   $     0.73   $    72.92     12.6%
Warren               HF/HST, Age 14-18, M           218         5.9%   $   65.83  $    76.94   $     0.78   $    77.72     18.1%
Warren               HF/HST, Age 14-18, F           249         6.7%   $  109.91  $   129.53   $     1.31   $   130.84     19.0%
Warren               HF, Age 19-44, M               128         3.5%   $  182.03  $   189.08   $     1.91   $   190.99      4.9%
Warren               HF, Age 19-44, F               723        19.5%   $  209.88  $   241.88   $     2.44   $   244.32     16.4%
Warren               HF, Age 45+, M & F              46         1.2%   $  458.20  $   491.59   $     4.97   $   496.55      8.4%
Warren               HST, Age 19-64, F               38         1.0%   $  276.50  $   324.06   $     3.27   $   327.34     18.4%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Warren               Subtotal                     3,710       100.0%   $  130.65  $   140.16   $     1.42   $   141.57      8.4%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Warren               Delivery Payment                13         0.4%   $3,211.66  $ 3,491.56   $    35.27   $ 3,526.83      9.8%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
Warren               Total                        3,710       100.0%   $  141.91  $   152.39   $     1.54   $   153.93      8.5%
                                                -------       -----    ---------  ----------   ----------   ----------    -----
</TABLE>

Marcer Government Human Services Consulting

                                   Page 6 of 7

<PAGE>

STATE OF OHIO                       EXHIBIT B                              FINAL
                               TWELVE MONTH RATES
                                     CY 2004

<TABLE>
<CAPTION>
                                               Annualized                         1/1/2004 -                1/1/2004 -
                                                Dec 2002                CY 2002   12/31/2004   1/1/2004 -   12/31/2004
                                              Managed Care              Rate w/   Guaranteed   12/31/2004     Rate w/    Percent
     County                Rate Cohort          MM/Delv      % of MM     Admin       Rate     Rate At Risk     Admin     Increase
     ------                -----------        ------------   -------    -------   ----------  ------------  ----------   --------
<S>                  <C>                      <C>            <C>       <C>        <C>         <C>           <C>          <C>
Washington           HF/HST, Age 0, M & F             231       5.5%   $       -  $   363.21   $     3.67   $   366.88      0.0%
Washington           HF/HST, Age 1, M & F             233       5.5%   $       -  $   110.71   $     1.12   $   111.83      0.0%
Washington           HF/HST, Age 2-13, M & F        2,152      51.2%   $       -  $    69.09   $     0.70   $    69.79      0.0%
Washington           HF/HST, Age 14-18, M             247       5.9%   $       -  $    76.06   $     0.77   $    76.83      0.0%
Washington           HF/HST, Age 14-18, F             283       6.7%   $       -  $   123.98   $     1.25   $   125.23      0.0%
Washington           HF, Age 19-44, M                 145       3.4%   $       -  $   158.26   $     1.60   $   159.86      0.0%
Washington           HF, Age 19-44, F                 819      19.5%   $       -  $   213.95   $     2.16   $   216.11      0.0%
Washington           HF, Age 45+, M & F                52       1.2%   $       -  $   359.98   $     3.64   $   363.61      0.0%
Washington           HST, Age 19-64, F                 43       1.0%   $       -  $   339.44   $     3.43   $   342.86      0.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Washington           Subtotal                       4,205     100.0%   $       -  $   129.31   $     1.31   $   130.61      0.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Washington           Delivery Payment                  14       0.3%   $       -  $ 3,516.35   $    35.52   $ 3,551.87      0.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Washington           Total                          4,205     100.0%   $       -  $   141.01   $     1.42   $   142.44      0.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Wood                 HF/HST, Age 0, M & F             516       5.5%   $  436.52  $   343.33   $     3.47   $   346.80    -20.6%
Wood                 HF/HST, Age 1, M & F             432       4.6%   $  115.67  $   154.96   $     1.57   $   156.52     35.3%
Wood                 HF/HST, Age 2-13, M & F        4,848      51.9%   $   68.00  $    76.24   $     0.77   $    77.01     13.2%
Wood                 HF/HST, Age 14-18, M             564       6.0%   $   69.03  $    69.04   $     0.70   $    69.74      1.0%
Wood                 HF/HST, Age 14-18, F             600       6.4%   $  125.18  $   133.82   $     1.35   $   135.17      8.0%
Wood                 HF, Age 19-44, M                 564       6.0%   $  159.33  $   149.05   $     1.51   $   150.55     -5.5%
Wood                 HF, Age 19-44, F               1,608      17.2%   $  188.12  $   211.65   $     2.14   $   213.78     13.6%
Wood                 HF, Age 45+, M & F               132       1.4%   $  387.37  $   384.43   $     3.88   $   388.31      0.2%
Wood                 HST, Age 19-64, F                 72       0.8%   $  350.29  $   346.63   $     3.50   $   350.13      0.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Wood                 Subtotal                       9,336     100.0%   $  127.21  $   132.07   $     1.33   $   133.40      4.9%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Wood                 Delivery Payment                  70       0.7%   $2,858.71  $ 3,136.72   $    31.68   $ 3,168.40     10.8%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Wood                 Total                          9,336     100.0%   $  148.65  $   155.59   $     1.57   $   157.16      5.7%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
New Counties         HF/HST, Age 0, M & F           6,967       5.5%   $       -  $   373.31   $     3.77   $   377.08      0.0%
New Counties         HF/HST, Age 1, M & F           7,016       5.5%   $       -  $   115.26   $     1.16   $   116.42      0.0%
New Counties         HF/HST, Age 2-13, M & F       64,810      51.2%   $       -  $    69.78   $     0.70   $    70.48      0.0%
New Counties         HF/HST, Age 14-18, M           7,441       5.9%   $       -  $    78.50   $     0.79   $    79.29      0.0%
New Counties         HF/HST, Age 14-18, F           8,517       6.7%   $       -  $   127.31   $     1.29   $   128.60      0.0%
New Counties         HF, Age 19-44, M               4,375       3.5%   $       -  $   160.85   $     1.62   $   162.47      0.0%
New Counties         HF, Age 19-44, F              24,674      19.5%   $       -  $   214.02   $     2.16   $   216.18      0.0%
New Counties         HF, Age 45+, M & F             1,562       1.2%   $       -  $   363.59   $     3.67   $   367.26      0.0%
New Counties         HST, Age 19-64, F              1,289       1.0%   $       -  $   346.37   $     3.50   $   349.86      0.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
New Counties         Subtotal                     126,651     100.0%   $       -  $   131.06   $     1.32   $   132.38      0.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
New Counties         Delivery Payment                 431       0.3%   $       -  $ 3,597.59   $    36.34   $ 3,633.93      0.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
New Counties         Total                        126,651     100.0%   $       -  $   143.30   $     1.45   $   144.75      0.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Original Counties    HF/HST, Age 0, M & F         263,340       5.1%   $  570.19  $   474.34   $     4.79   $   479.14    -16.0%
Original Counties    HF/HST, Age 1, M & F         271,200       5.2%   $  114.38  $   128.62   $     1.30   $   129.92     13.6%
Original Counties    HF/HST, Age 2-13, M & F    2,601,427      50.3%   $   64.75  $    75.04   $     0.76   $    75.80     17.1%
Original Counties    HF/HST, Age 14-18, M         322,141       6.2%   $   76.67  $    85.00   $     0.86   $    85.86     12.0%
Original Counties    HF/HST, Age 14-18, F         357,266       6.9%   $  115.13  $   134.85   $     1.36   $   136.21     18.3%
Original Counties    HF, Age 19-44, M             186,852       3.6%   $  182.28  $   184.60   $     1.86   $   186.46      2.3%
Original Counties    HF, Age 19-44, F           1,026,499      19.9%   $  200.96  $   236.47   $     2.39   $   238.86     18.9%
Original Counties    HF, Age 45+, M & F            84,057       1.6%   $  395.54  $   407.54   $     4.12   $   411.66      4.1%
Original Counties    HST, Age 19-64, F             54,992       1.1%   $  327.46  $   378.59   $     3.82   $   382.42     16.8%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Original Counties    Subtotal                   5,167,774     100.0%   $  136.82  $   147.62   $     1.49   $   149.11      9.0%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Original Counties    Delivery Payment              19,240       0.4%   $3,838.17  $ 4,455.56   $    45.01   $ 4,500.57     17.3%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Original Counties    Total                      5,167,774     100.0%   $  151.11  $   164.21   $     1.66   $   165.87      9.8%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Total Managed Care   HF/HST, Age 0, M & F         270,307       5.1%   $  570.19  $   471.74   $     4.77   $   476.51    -16.4%
Total Managed Care   HF/HST, Age 1, M & F         278,216       5.3%   $  114.38  $   128.28   $     1.30   $   129.58     13.3%
Total Managed Care   HF/HST, Age 2-13, M & F    2,666,237      50.4%   $   64.75  $    74.92   $     0.76   $    75.67     16.9%
Total Managed Care   HF/HST, Age 14-18, M         329,582       6.2%   $   76.67  $    84.86   $     0.86   $    85.71     11.8%
Total Managed Care   HF/HST, Age 14-18, F         365,783       6.9%   $  115.13  $   134.67   $     1.36   $   136.03     18.2%
Total Managed Care   HF, Age 19-44, M             191,227       3.6%   $  182.28  $   184.06   $     1.86   $   185.91      2.0%
Total Managed Care   HF, Age 19-44, F           1,051,173      19.9%   $  200.96  $   235.94   $     2.38   $   238.32     18.6%
Total Managed Care   HF, Age 45+, M & F            85,619       1.6%   $  395.54  $   406.74   $     4.11   $   410.85      3.9%
Total Managed Care   HST, Age 19-64, F             56,281       1.1%   $  327.46  $   377.86   $     3.82   $   381.67     16.6%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Total Managed Care   Subtotal                   5,294,425     100.0%   $  136.82  $   147.23   $     1.49   $   148.71      8.7%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Total Managed Care   Delivery Payment              19,671       0.4%   $3,838.17  $ 4,436.76   $    44.82   $ 4,481.58     16.8%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
Total Managed Care   Total                      5,294,425     100.0%   $  151.11  $   163.71   $     1.65   $   165.36      9.4%
                                                ---------     -----    ---------  ----------   ----------   ----------    -----
</TABLE>

Marcer Government Human Services Consulting

                                   Page 7 of 7
<PAGE>

                                   APPENDIX F
                              COUNTY SPECIFICATIONS

       1. PREMIUM RATES WITHOUT THE AT-RISK PAYMENT AMOUNTS FOR 01/01/04,
                     THROUGH 06/30/04, SHALL BE AS FOLLOWS*:

MCP: BUCKEYE COMMUNITY HEALTH PLAN, INC.

<TABLE>
<CAPTION>
 SERVICE       VOLUNTARY/                                   HF/HST     HF/HST        HF        HF         HF       HST
ENROLLMENT     MANDATORY/       HF/HST  HF/HST    HF/HST   AGE 14-18  AGE 14-18  AGE 19-44  AGE 19-44   AGE 45  AGE 19-64  DELIVERY
   AREA    PREFERRED OPTION**  AGE < 1   AGE 1   AGE 2-13    MALE      FEMALE       MALE     FEMALE    AND OVER  FEMALE    PAYMENT
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                 <C>      <C>      <C>       <C>        <C>        <C>        <C>        <C>      <C>        <C>
  Lucas        Mandatory       $554.09  $114.71   $74.34    $82.89     $137.83    $191.45    $236.29   $430.27   $401.44   $4,414.48
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

LIST OF ELIGIBLE ASSISTANCE GROUPS (AGS)

Healthy Families:  - MA-C Categorically eligible due to ADC cash

                   - MA-H Cash assistance failed due to stepparent income

                   - MA-S Cash assistance failed due to sibling income

                   - MA-T Children under 21

                   - MA-V ADC; failed due to loss of dependent care

                   - MA-W Cash Assistance failed due to loss of 30 or 1/3
                     disregard Medicaid

                   - MA-X Cash Assistance failed due to sibling income

                   - MA-Y Transitional Medicaid

Healthy Start:     - MA-P Pregnant Women and Children

Note: An MCP's county membership for this program must not exceed their Primary
      Care Physician (PCP) capacity for that county as verified by the ODJFS
      provider database.

*  Since Buckeye Community Health Plan, Inc. is in its first year of operation,
   per Appendix E, Rate Methodology, the rates reflect a new plan rate add-on,
   with zero percent of the premium rates at-risk.

** County status subject to change.

                                                                     Page 1 of 3

<PAGE>

                                   APPENDIX F
                              COUNTY SPECIFICATIONS

    2. AT-RISK AMOUNTS FOR 01/01/04, THROUGH 06/30/04, SHALL BE AS FOLLOWS:

MCP: BUCKEYE COMMUNITY HEALTH PLAN, INC.

<TABLE>
<CAPTION>
                                                                       AT-RISK AMOUNTS*
                                                                       ----------------
 SERVICE        VOLUNTARY/                                  HF/HST     HF/HST        HF        HF         HF        HST
ENROLLMENT      MANDATORY/       HF/HST  HF/HST   HF/HST   AGE 14-18  AGE 14-18  AGE 19-44  AGE 19-44   AGE 45   AGE 19-64  DELIVERY
   AREA     PREFERRED OPTION**  AGE < 1   AGE 1  AGE 2-13    MALE      FEMALE       MALE     FEMALE    AND OVER    FEMALE    PAYMENT
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                 <C>      <C>     <C>       <C>        <C>        <C>        <C>        <C>       <C>        <C>
  Lucas         Mandatory        $0.00    $0.00   $0.00      $0.00      $0.00      $0.00      $0.00     $0.00      $0.00     $0.00
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

LIST OF ELIGIBLE ASSISTANCE GROUPS (AGS)

Healthy Families:  - MA-C Categorically eligible due to ADC cash

                   - MA-H Cash assistance failed due to stepparent income

                   - MA-S Cash assistance failed due to sibling income

                   - MA-T Children under 21

                   - MA-V ADC; failed due to loss of dependent care

                   - MA-W Cash Assistance failed due to loss of 30 or 1/3
                     disregard Medicaid

                   - MA-X Cash Assistance failed due to sibling income

                   - MA-Y Transitional Medicaid

Healthy Start:     - MA-P Pregnant Women and Children

Note: An MCP's county membership for this program must not exceed their Primary
      Care Physician (PCP) capacity for that county as verified by the ODJFS
      provider database.

*  Since Buckeye Community Health Plan, Inc. is in its first year of operation,
   per Appendix E, Rate Methodology, the rates reflect a new plan rate add-on,
   with zero percent of the premium rates at-risk.

** County status subject to change.

                                                                     Page 2 of 3

<PAGE>

                                   APPENDIX G

                              COVERAGE AND SERVICES

1.       Basic Benefit Package By Service Type

         Pursuant to OAC rule 5101:3-26-03(A), with limited exclusions (see
         section G.2 of this appendix), MCPs must ensure that members have
         access to medically-necessary services covered by the Ohio Medicaid
         fee-for-service (FFS) program, including, but not limited to, the
         following:

                  a.       Inpatient hospital services

                  b.       Outpatient hospital services

                  c.       Physician services whether furnished in the
                           physician's office, the covered person's home, a
                           hospital or elsewhere

                  d.       Obstetrical services

                  e.       Laboratory and x-ray services

                  f.       Early and periodic screening, diagnosis, and
                           treatment (EPSDT/HealthChek) of covered persons under
                           the age of twenty-one (21)

                  g.       Family planning services

                  h.       Home health care services

                  i.       Clinic services (including federally qualified health
                           centers and rural health clinics)

                  j.       Services of licensed practitioners recognized by the
                           Medicaid FFS program such as: podiatrists,
                           chiropractors, physical therapists, occupational
                           therapists, mechanotherapists, certified nurse
                           practitioners, certified nurse midwives and
                           psychologists* (*see Section 2.a. of this Appendix
                           for further clarification)

                  k.       Prescribed drugs

                  l.       Ambulance and ambulette transportation

                  m.       Emergency services

                  n.       Dental services, including dentures

<PAGE>

Appendix G
Page 2

                  o.       Speech and hearing services, including hearing aids

                  p.       Certain durable medical equipment and medical
                           supplies

                  q.       Vision care services, including eyeglasses

                  r.       Short-term rehabilitative stays in a nursing facility

                  s.       Hospice care services

                  t.       Behavioral health services (see section G.2.b.ii of
                           this appendix)

         For additional information on Medicaid-covered services, see the
         following ODJFS website:
         http://dynaweb.odjfs.state.oh.us:6336/dynaweb/medicaid/
         @Generic CollectionView;cs=default;ts=default

2.       Exclusions, Limitations and Clarifications

                  a.       Exclusions

                           MCPs are not required to pay for Ohio Medicaid FFS
                           program (Medicaid) non-covered services including,
                           but not limited to, the following:

                                    -        Services or supplies that are not
                                             medically necessary

                                    -        Experimental services and
                                             procedures, including drugs and
                                             equipment, not covered by Medicaid

                                    -        Organ transplants that are not
                                             covered by Medicaid

                                    -        Abortions except in the case of a
                                             reported rape, incest or when
                                             medically necessary to save the
                                             life of the mother

                                    -        Infertility services, including
                                             reversal of voluntary sterilization
                                             procedures.

                                    -        Voluntary sterilization if under 21
                                             years of age or legally incapable
                                             of consenting to the procedure

                                    -        Cosmetic surgery that is not
                                             medically necessary

                                    -        Services for the treatment of
                                             obesity unless medically necessary

                                    -        Court ordered testing

                                    -        Education testing and diagnosis

                                    -        Acupuncture and biofeedback
                                             services

                                    -        Services to find cause of death
                                             (autopsy)

                                    -        Paternity testing

<PAGE>

Appendix G
Page 3

                                    -        Effective January 1, 2004,
                                             independent psychologist services
                                             for adults 21 and older

                                    -        Effective January 1, 2004,
                                             chiropractic services for adults 21
                                             and older

                           MCPs are also not required to pay for non-emergency
                           services or supplies received without members
                           following the directions in their MCP member
                           handbook, unless otherwise directed by ODJFS.

         b.       Limitations & Clarifications

                           i.       Member Cost-Sharing

                                    Notwithstanding any provision in the
                                    Medicaid fee-for-service program which
                                    permits cost-sharing by Medicaid consumers,
                                    including provisions specific to the
                                    pharmacy benefit, MCPs must ensure
                                    compliance with OAC rule 5101:3-26-05(D)(10)
                                    which prohibits subcontracting providers
                                    from charging members any copayment, cost
                                    sharing, down-payment, or similar charge,
                                    refundable or otherwise.

                           ii.      Abortion and Sterilization

                                    The use of federal funds to pay for abortion
                                    and sterilization services is prohibited
                                    unless the specific criteria found in 42 CFR
                                    441 and OAC rules 5101:3-17-01 and
                                    5101:3-21-01 are met. MCPs must verify that
                                    the information on the required forms (JFS
                                    03197, 03198, and 03199) meets the required
                                    criteria for any such claims paid.
                                    Additionally, payment must not be made for
                                    associated services such as anesthesia,
                                    laboratory tests, or hospital services if
                                    the abortion or sterilization itself does
                                    not qualify for payment. MCPs are
                                    responsible for educating their providers on
                                    the requirements; implementing internal
                                    procedures including systems edits to ensure
                                    that claims are paid only if the required
                                    criteria are met, as confirmed by the
                                    appropriate certification/consent forms; and
                                    for maintaining documentation to justify any
                                    such claim payments.

                           iii.     Behavioral Health Services

<PAGE>

Appendix G
Page 4

                                    Coordination of Services: MCPs must ensure
                                    that members have access to all
                                    medically-necessary behavioral health
                                    services covered by the Ohio Medicaid FFS
                                    program and are responsible for coordinating
                                    those services with other medical and
                                    support services. MCPs must notify members
                                    via the member handbook and provider
                                    directory of where and how to access
                                    behavioral health services, including the
                                    ability to self-refer to mental health
                                    services offered through community mental
                                    health centers (CMHCs) as well as substance
                                    abuse services offered through Ohio
                                    Department of Alcohol and Drug Addiction
                                    Services (ODADAS)-certified Medicaid
                                    providers. MCPs must provide behavioral
                                    health services for members who are unable
                                    to timely access services or unwilling to
                                    access services through community providers.

                                    Mental Health Services: There are a number
                                    of various Medicaid-covered mental health
                                    (MH) services available through the CMHCs.
                                    Where an MCP is responsible for providing MH
                                    services for their members, the MCP is
                                    responsible for ensuring access to
                                    counseling and psychotherapy,
                                    physician/psychologist/psychiatrist
                                    services, outpatient clinic services,
                                    general hospital outpatient psychiatric
                                    services, pre-hospitalization screening,
                                    diagnostic assessment (clinical evaluation),
                                    crisis intervention, psychiatric
                                    hospitalization in general hospitals (for
                                    all ages), and Medicaid-covered
                                    prescription drugs and laboratory services.
                                    MCPs are not required to cover partial
                                    hospitalization, or inpatient psychiatric
                                    care in a free-standing psychiatric
                                    hospital.

                           Substance Abuse Services: There are a number of
                           various Medicaid-covered substance abuse services
                           available through ODADAS-certified Medicaid
                           providers. Where an MCP is responsible for providing
                           substance abuse services for their members, the MCP
                           is responsible for ensuring access to alcohol and
                           other drug (AOD) urinalysis screening, assessment,
                           counseling, physician/psychologist/psychiatrist AOD
                           treatment services, outpatient clinic AOD treatment
                           services, general hospital outpatient AOD treatment
                           services, crisis intervention, inpatient
                           detoxification services in a general hospital, and
                           Medicaid-covered prescription drugs and laboratory
                           services. MCPs are not required to cover outpatient
                           detoxification and methadone maintenance.

<PAGE>

Appendix G
Page 5

                           Financial Responsibility: MCPs are responsible for
                           the payment of Medicaid-covered prescription drugs
                           prescribed by a CMHC or ODADAS-certified provider
                           when obtained through an MCP's panel pharmacy. MCPs
                           are also responsible for the payment of
                           Medicaid-covered services provided by an MCP's panel
                           laboratory when referred by a CMHC or
                           ODADAS-certified provider. Additionally, MCPs are
                           responsible for the payment of all other behavioral
                           health services obtained through providers other than
                           those who are CMHC or ODADAS-certified providers when
                           arranged/authorized by the MCP. MCPs are not
                           responsible for paying for behavioral health services
                           provided through CMHCs and ODADAS-certified Medicaid
                           providers. MCPs are also not required to cover the
                           payment of partial hospitalization (mental health),
                           inpatient psychiatric care in a free-standing
                           inpatient psychiatric hospital, outpatient
                           detoxification, or methadone maintenance.

3.       Care Coordination

                  a.       Utilization Management Programs

                           General Provisions - Pursuant to OAC rule
                           5101:3-26-03.1(A)(7)(e), MCPs may implement
                           utilization management programs, subject to prior
                           approval by ODJFS. For the purposes of this
                           requirement, utilization management programs are
                           defined as programs designed by the MCP with the
                           purpose of redirecting or restricting access to a
                           particular service or service location. MCP care
                           coordination and disease management activities which
                           are designed to enhance the services provided to
                           members with specific health care needs would not be
                           considered utilization management programs nor would
                           the designation of specific services requiring prior
                           approval by the MCP or the member's PCP.

                           Emergency Department Diversion (EDD) - MCPs must
                           provide access to services in a way that assures
                           access to primary, specialist and urgent care in the
                           most appropriate settings and that minimizes
                           frequent, preventable utilization of emergency
                           department (ED) services. OAC rule
                           5101:3-26-03.1(A)(7)(e) requires MCPs to implement
                           the ODJFS-required emergency department diversion
                           (EDD) program for frequent utilizers.

<PAGE>

Appendix G
Page 6

                           Each MCP must establish an ED diversion (EDD) program
                           with the goal of minimizing frequent ED utilization.
                           The MCP's EDD program must include the monitoring of
                           ED utilization, identification of frequent ED
                           utilizers, and targeted approaches designed to reduce
                           avoidable ED utilization. MCP EDD programs must, at a
                           minimum, address those ED visits which could have
                           been prevented through improved education, access,
                           quality or care management approaches.

                           Although there is often an assumption that frequent
                           ED visits are solely the result of a preference on
                           the part of the member and education is therefore the
                           standard remedy, it's also important to ensure that a
                           member's frequent ED utilization is not due to
                           problems such as their PCP's lack of accessibility or
                           failure to make appropriate specialist referrals. The
                           MCP's EDD diversion program must therefore also
                           include the identification of providers who serve as
                           PCPs for a substantial number of frequent ED
                           utilizers and the implementation of corrective action
                           with these providers as so indicated.

                           This requirement does not replace the MCP's
                           responsibility to inform and educate all members
                           regarding the appropriate use of the ED.

                           In accordance with Appendix C, MCP Responsibilities,
                           MCPs must submit to ODJFS by September 1, 2003, for
                           review and approval, a written description of the
                           MCP's EDD program. Any subsequent changes to an
                           approved EDD program must be submitted to ODJFS in
                           writing for review and approval prior to
                           implementation.

                  (b)      Case Management

                           In accordance with 5101:3-26-03.1(A)(8), MCPs must
                           offer and provide case management services which
                           coordinate and monitor the care of members with
                           specific diagnoses, or who require high-cost and/or
                           extensive services.

                                    i.       The MCP's case management system
                                             must include, at a minimum, the
                                             following components:

                                                 a.   specification of the
                                                      criteria used by the MCP
                                                      to identify those
                                                      potentially eligible for
                                                      case management services,
                                                      including the
                                                      specification of specific
                                                      diagnosis, cost threshold
                                                      and amount of service
                                                      utilization.

<PAGE>

Appendix G
Page 7

                                                 b.   identification of the
                                                      methodology or process
                                                      (e.g.; administrative
                                                      data, provider referrals;
                                                      self-referrals) by which
                                                      the MCP identifies members
                                                      meeting the criteria in
                                                      (a);

                                                 c.   a process to inform
                                                      members and their PCPs in
                                                      writing that they have
                                                      been identified as meeting
                                                      the criteria for case
                                                      management and any
                                                      applicable procedures for
                                                      further health needs
                                                      assessment to confirm the
                                                      provision of case
                                                      management services;

                                                 d.   the procedure by which the
                                                      MCP will assure the timely
                                                      development of a care
                                                      treatment plan for any
                                                      member receiving case
                                                      management services; offer
                                                      both the member and the
                                                      member's PCP the
                                                      opportunity to participate
                                                      in the treatment plan's
                                                      development; and provide
                                                      for the periodic review of
                                                      the member's need for case
                                                      management and updating of
                                                      the care treatment plan;

                                    ii.      MCPs must inform all members and
                                             contracting providers of the MCP's
                                             case management services.

                                    iii.     MCPs must submit monthly an
                                             electronic report to the Screening,
                                             Assessment, and Case Management
                                             System (SACMS) for all members who
                                             are case managed.

                                    iv.      In accordance with Appendix C, MCP
                                             Responsibilities, MCPs must submit
                                             to ODJFS by September 1, 2003, for
                                             review and approval, a written
                                             description of the MCP's case
                                             management system which includes
                                             the items in Section G.3.b.i. and
                                             which describe the method(s) that
                                             the MCP will use to operationalize
                                             the requirement in Section
                                             G.3.b.ii. of this Appendix. Any
                                             subsequent changes to an approved
                                             case management system description
                                             must be submitted to ODJFS in
                                             writing for review and approval
                                             prior to implementation.
                                             Notwithstanding the need for MCPs
                                             to submit this document to ODJFS
                                             for review and approval by no later
                                             than September 1, 2003, MCPs are
                                             responsible for complying with all
                                             program requirements, including
                                             those in this section, effective
                                             July 1, 2003.

<PAGE>

Appendix G
Page 8

                  c.       Children with Special Health Care Needs

                           Children with special health care needs (CSHCN) are a
                           particularly vulnerable population which often have
                           chronic and complex medical health care conditions.
                           In order to ensure state compliance with the
                           provisions of 42 CFR 438.208, ODJFS has implemented
                           program requirements and minimum standards for the
                           identification, assessment, and case management of
                           CSHCN. Each MCP must establish a CSHCN program with
                           the goal of conducting timely identification and
                           screening, assuring a thorough and comprehensive
                           assessment, and providing appropriate and targeted
                           case management services for CSHCN.

                                    i.       Definition of CSHCN

                                             CSHCN are defined as children age
                                             17 and under who are pregnant, and
                                             members under 21 years of age with
                                             one or more of the following:

                                                 -    Asthma

                                                 -    HIV/AIDS

                                                 -    A chronic physical,
                                                      emotional, or mental
                                                      condition for which they
                                                      need or are receiving
                                                      treatment or counseling

                                                 -    Supplemental security
                                                      income (SSI) for a health-
                                                      related condition

                                                 -    A current letter of
                                                      approval from the Bureau
                                                      of Children with Medical
                                                      Handicaps (BCMH), Ohio
                                                      Department of Health

                                    ii.      Identification of CSHCN

                                             All MCPs must implement mechanisms
                                             to identify CSHCN. These
                                             identification mechanisms must
                                             include, at a minimum:

                                                 -    For all newly-enrolled
                                                      members who were not
                                                      screened at the time of
                                                      membership selection by
                                                      the Selection Services
                                                      Contractor (SSC) and are
                                                      not identified as a CSHCN
                                                      through an administrative
                                                      review, MCPs are required
                                                      to use the ODJFS CSHCN
                                                      Screening Questions to
                                                      identify potential CSHCN.
                                                      See ODJFS CSHCN Program
                                                      Requirements for a
                                                      description of the ODJFS
                                                      CSHCN Screening Questions.

<PAGE>

Appendix G
Page 9

                                                 -    For all newly-enrolled
                                                      members who were screened
                                                      at the time of membership
                                                      selection by the SSC, MCPs
                                                      may choose to re-screen a
                                                      child. However, if unable
                                                      to complete a screen, the
                                                      MCP must submit the
                                                      screening result from the
                                                      Consumer Contact Record
                                                      (CCR) in the screening and
                                                      assessment file required
                                                      to be submitted to ODJFS
                                                      on a monthly basis.

                                             MCPs are expected to use other
                                             identification criteria, such as
                                             MCP administrative review, PCP
                                             referrals, or outreach, in order to
                                             identify children that meet the
                                             definition of CSHCN and are in need
                                             of a follow-up assessment.

                                    iii.     Assessment of CSHCN

                                             All MCPs must implement mechanisms
                                             to assess children with a positive
                                             identification as a CSHCN. A
                                             positive assessment confirms the
                                             results of the positive
                                             identification and should assist
                                             the MCP in determining the need for
                                             case management.

                                             This assessment mechanism must
                                             include, at a minimum:

                                                 -    The use of the ODJFS CSHCN
                                                      Standard Assessment Tool
                                                      to assess all children
                                                      with a positive
                                                      identification based on
                                                      the CSHCN Screening
                                                      Questions as a CSHCN. See
                                                      ODJFS CSHCN Program
                                                      Requirements for a
                                                      description of the ODJFS
                                                      CSHCN Standard Assessment
                                                      Tool.

                                                 -    No later than January 1,
                                                      2004, completion of the
                                                      assessment by a physician,
                                                      physician assistant, RN,
                                                      LPN, licensed social
                                                      worker, or a graduate of a
                                                      two or four year allied
                                                      health program.

                                                 -    The criteria used by the
                                                      MCP in assessing members
                                                      with a positive
                                                      identification as a CSHCN,
                                                      through a mechanism other
                                                      than the ODJFS CSHCN
                                                      Screening Questions.

<PAGE>

Appendix G
Page 10

                                                 -    The oversight and
                                                      monitoring by either a
                                                      registered nurse or a
                                                      physician, if the
                                                      assessment is completed by
                                                      another medical
                                                      professional.

                                    iv.      Case Management of CSHCN

                                             All MCPs must implement mechanisms
                                             to provide case management services
                                             for all CSHCN with a positive
                                             assessment or a positive
                                             identification through
                                             administrative data for an ODJFS
                                             mandated condition. The ODJFS
                                             mandated conditions for case
                                             management are HIV/AIDS, asthma,
                                             and pregnant teens as specified by
                                             the ODJFS methods for Screening,
                                             Assessment and Case Management
                                             Performance Measures. This case
                                             management mechanism must include,
                                             at a minimum:

                                                 -    The components required in
                                                      Section 3.b., Case
                                                      Management, of this
                                                      Appendix.

                                                 -    Case management of CSHCN
                                                      must include at a minimum,
                                                      the elements listed in the
                                                      ODJFS CSHCN Minimum Case
                                                      Management Components
                                                      document. See ODJFS CSHCN
                                                      Program Requirements for a
                                                      description of the ODJFS
                                                      CSHCN Minimum Case
                                                      Management Components.

                                    v.       Access to Specialists for CSHCN

                                             All MCPs must implement mechanisms
                                             to notify all CSHCN with a positive
                                             assessment and determined to need
                                             case management of their right to
                                             directly access a specialist. Such
                                             access may be assured through, for
                                             example, a standing referral or an
                                             approved number of visits, and
                                             documented in the care treatment
                                             plan.

                                    vi.      Submission of Data on CSHCN

                                             MCPs must submit to ODJFS all
                                             screening and assessment results
                                             (except as provided in Appendix M,
                                             Performance Evaluation, Section 1.
                                             b.) and all case management records
                                             as specified by the ODJFS
                                             Screening, Assessment, and Case
                                             Management File and Submission
                                             Specifications.

<PAGE>

Appendix G
Page 11

                                    vii.     In accordance with Appendix C, MCP
                                             Responsibilities, MCPs must submit
                                             to ODJFS by September 1, 2003 for
                                             review and approval, a written
                                             description of the MCP's mechanisms
                                             for: (1) identifying CSHCN, (2)
                                             assessing CSHCN, (3) case managing
                                             CSHCN, and (4) notifying CSHCN of
                                             their right to directly access a
                                             specialist. Any subsequent changes
                                             to an approved CSHCN system
                                             description must be submitted to
                                             ODJFS in writing for review and
                                             approval prior to implementation.
                                             Notwithstanding the need for MCPs
                                             to submit this document to ODJFS
                                             for review and approval by no later
                                             than September 1, 2003, MCPs are
                                             responsible for complying with all
                                             program requirements, including
                                             those in this section, effective
                                             July 1, 2003.

<PAGE>

                                   APPENDIX H

                          PROVIDER PANEL SPECIFICATIONS

1.       GENERAL PROVISIONS

MCPs must demonstrate that they have an appropriate provider network with an
adequate network capacity for each ODJFS-designated service area they wish to
serve. A service area may be either one county or multiple counties grouped as a
region.

MCPs must meet all applicable provider panel requirements prior to receiving a
provider agreement with ODJFS and must remain in compliance with these
requirements for the duration of the provider agreement.

In addition to achieving and maintaining compliance with the minimum provider
panel requirements, an MCP must ensure access to appropriate provider types on
an as needed basis. For example, if an MCP meets the minimum pediatrician
requirement but a member is unable to obtain a timely appointment from a
pediatrician on the MCP's provider panel in that service area, the MCP will be
required to secure an appointment from a panel pediatrician or arrange for an
out-of-panel referral to a pediatrician. If such a provider were located outside
the service area, the alternate provider area travel requirements would apply.
[See section (8) of this appendix, Transportation Requirements for Alternate
Provider Areas, for additional clarification.] For service areas without a
designated alternate provider area, MCPs are required to make transportation
available to any member that must travel 30 miles or more from their home to
receive a medically-necessary Medicaid-covered service.

Many of the service areas included in this provider agreement have historically
had substantial numbers of the eligible population seek certain types of
services outside of the county boundaries. ODJFS has therefore tried to
integrate these utilization patterns into the minimum provider network
requirements to recognize this practice and to avoid disruption of care. The
charts found in this appendix indicate the minimum provider panel requirements
for each service area, and in some cases, the ODJFS-designated alternate
provider area(s). Alternate provider areas are designated on the basis of
demonstrated out-of-county utilization of medical services by the Medicaid
population eligible for MCP enrollment.

Provider panel requirements listed as "discretionary" refer only to where the
provider may be located. Discretionary provider panel requirements may be met in
an alternate provider area or in the actual service area. Where an MCP exercises
the option to meet a minimum provider panel requirement by contracting with a
provider in an alternate provider areas, it will be necessary for the MCP to
provide transportation to members on an as needed basis if such providers are
located 30 miles or more from the major eligible population center in the
service area.

<PAGE>

Appendix H
Page 2

Although ODJFS does offer some latitude in where the minimum required provider
panel members may be located, MCPs are strongly urged to consider the importance
of geographic accessibility (i.e., within the county/service area or consistent
with existing utilization patterns) in developing their entire provider panel.
Available and accessible providers have been found to be the essential element
in attracting and retaining members.

2.       PROVIDER SUBCONTRACTING

Unless otherwise specified in this appendix or OAC rule 5101:3-26-05, all MCPs
will be required to enter into fully-executed subcontracts with their providers.
These subcontracts must include a baseline contractual agreement, as well as the
appropriate Model Medicaid Addendum. The Model Medicaid Addendums incorporate
all applicable Ohio Administrative Code rule requirements specific to provider
subcontracting and therefore cannot be modified except to add personalizing
information such as the MCP's name.

ODJFS must prior approve all MCP providers in the required provider type
categories before they can begin to provide services to that MCP's members. MCPs
may not employ or contract with providers excluded from participation in Federal
health care programs under either section 1128 or section 1128A of the Social
Security Act. As part of the prior approval process, MCPs must submit
documentation verifying that all necessary contract documents have been
appropriately completed. ODJFS will verify the approvability of the submission
and process this information using the ODJFS Provider Verification System (PVS).
The PVS is a database system that maintains information on the status of all
MCP-submitted providers. Unless otherwise specified by ODJFS, MCPs are to submit
provider panel information to ODJFS in accordance with the processes and
timelines specified in the current MCP PVS Instructional Manual in order to
comply with the provider subcontracting requirements.

Only those providers who have been approved through the MCP's credentialing
process (where applicable) and who meet the applicable criteria specified in
this appendix will be approved by ODJFS. MCPs must credential/recredential
providers in accordance with the standards specified by the National Committee
for Quality Assurance, or the MCP may request that ODJFS allow the use of an
alternate industry standard for provider credentialing/recredentialing.

MCPs must notify ODJFS of the addition and deletion of their providers as
specified in OAC rule 5101:3-26-05, and must notify ODJFS within one working
day in instances where the MCP has identified that they are not in compliance
with the provider panel requirements specified in this appendix.

<PAGE>

Appendix H
Page 3

3.       PROVIDER PANEL REQUIREMENTS

The provider network criteria that must be met by each MCP are as follows:

a.       Primary Care Physicians (PCPs)

Primary Care Physicians (PCPs) may be individuals or group practices/clinics.
Generally acceptable specialty types for PCPs are family/general practice,
internal medicine, pediatrics and obstetrics/gynecology. (ODJFS reserves the
right to request verification of a physician's specialty type.) As part of their
subcontract with an MCP, PCPs must stipulate the total Medicaid member capacity
that they can ensure for that individual MCP. Each PCP must have the capacity
and agree to serve at least 50 Medicaid members at each practice site in order
to be approved by ODJFS as a PCP and included in the MCP's total PCP capacity
calculation. The capacity by site requirement must be met for all ODJFS-
approved PCPs.

A PCP's total capacity number may reflect the support the provider receives from
residents, nurse practitioners, physician assistants, etc. For example, a PCP in
private practice with no assistants might state that they have the capacity to
serve 1000 members for an MCP. A PCP with assistants, however, might state that
they are able to see up to 2500 members for an MCP. ODJFS reviews the capacity
totals for each PCP to determine if they appear excessive. ODJFS reserves the
right to request clarification from an MCP for any PCP whose total stated
capacity for all MCP networks added together exceeds 2000 Medicaid members
[i.e., 1 full-time equivalent (FTE)]. ODJFS may also compare a PCP's capacity
against the number of members assigned to that PCP, and/or the number of patient
encounters attributed to that PCP to determine if the reported capacity number
reasonably reflects a PCP's expected caseload for a specific MCP. Where
indicated, ODJFS may set a cap on the maximum amount of capacity that will be
approved for a specific PCP.

For PCPs contracting with more than one MCP, the MCP must ensure that the
capacity figure stated by the PCP in their subcontract reflects only the
capacity the PCP intends to provide for that one MCP. ODJFS utilizes each
approved PCP's capacity figure to determine if an MCP meets the minimum provider
panel requirements and this stated capacity figure does not prohibit a PCP from
actually having a caseload that exceeds the capacity figure indicated in their
subcontract.

ODJFS expects, however, that MCPs will need to utilize specialty physicians to
serve as PCPs for some special needs members. Also, in some situations (e.g.,
continuity of care) a PCP may only want to serve a very small number of members
for an MCP. In these situations it will not be necessary for the MCP to submit
these PCPs to ODJFS for prior approval. These PCPs will not be included in the
ODJFS PVS database and therefore may not appear as PCPs in the MCP's provider
directory. Also, no PCP capacity will be counted for these providers. These PCPs
will, however, need to execute a subcontract with the MCP which includes the
appropriate Model Medicaid Addendum.

<PAGE>

Appendix H
Page 4

In order to determine if adequate PCP FTE capacity exists for each service area,
ODJFS will total each MCP's approvable PCP FTEs for each service area (this
would include both PCPs with practice sites located within that service area and
PCP practice sites located in nearby counties which have been designated as
alternate provider areas by ODJFS) and apply the following criteria:

<TABLE>
<CAPTION>
NUMBER OF ELIGIBLES/COUNTY     MINIMUM PCP CAPACITY (% ELIGIBLES)
-----------------------------------------------------------------
<S>                            <C>
         >100,000                             40%*

         <100,000                             50%*
</TABLE>

* THE MINIMUM PCP CAPACITY REQUIREMENT IS HIGHER FOR PREFERRED OPTION COUNTIES

(For example, WeCare MCP has a PCP FTE capacity of 19.5 for Service Area X.
Service Area X has a population of 75,000 eligible recipients. 50% of 75,000
equals 37,500. 37,500 divided by 2000 equals 18.75. In that WeCare has a minimum
PCP capacity of 19.5 FTEs for Service Area X and only is required to have a PCP
capacity of 18.75 FTEs, ODJFS would find that WeCare MCP has sufficient PCP
capacity to serve Service Area X.)

At a minimum, each MCP must meet both the PCP minimum FTE requirement for that
service area, as well as a minimum ratio of one PCP FTE for each 2,000 of their
Medicaid members in that service area. When alternate provider areas are
designated, there continues to be a minimum PCP capacity requirement which must
be met by the MCP's PCPs within the service area itself. The discretionary PCP
FTE figure represents the maximum amount of PCP capacity that may be met in a
designated alternate provider area. The minimum PCP provider panel requirements
are specified in the charts in Section H of this appendix.

Except in voluntary enrollment counties, all MCPs meeting the minimum PCP
provider panel requirement must also satisfy a PCP geographic accessibility
standard before they will receive a provider agreement for a specific service
area. This standard must be maintained in each service area for the duration of
the contract. ODJFS will match the PCP practice sites with the geographic
location of the eligible population in that service area and perform analysis
using Geographic Information Systems (GIS) software. The analysis will be used
to determine if at least 40% of the eligible population are located within 10
miles of an MCP's in-area or alternate provider area PCP provider site with PCP
capacity taken into consideration.

In addition to the PCP FTE capacity requirement, MCPs must also contract with
the specified number of pediatric PCPs for each service area.

<PAGE>

Appendix H
Page 5

These must be pediatricians who maintain a general pediatric practice (e.g., a
pediatric neurologist would not meet this definition unless this physician also
operated a practice as a general pediatrician) at a site(s) located within the
service area or an alternate provider area, and be listed as a pediatrician with
the Ohio State Medical Board. In addition, a designated number of these
physicians must also be certified by the American Board of Pediatrics. The
minimum provider panel requirements for pediatricians are included in specialty
provider charts in Section H of this appendix.

b.       Non-PCP Minimum Provider Network

In addition to the PCP capacity requirements, each MCP is also required to
maintain adequate capacity in the remainder of its provider network within the
following categories: hospitals, dentists, pharmacies, vision care providers,
obstetricians/gynecologists (OB/GYNs), allergists, general surgeons,
otolaryngologists, orthopedists, certified nurse midwives (CNMs), certified
nurse practitioners (CNPs), federally qualified health centers (FQHCs)/rural
health centers (RHCs) and qualified family planning providers (QFPPs). CNMs,
CNPs, FQHCs/RHCs and QFPPs are federally-required provider types.

All Medicaid-contracting MCPs must provide all medically-necessary
Medicaid-covered services to their members and therefore their complete provider
network will include many other additional specialists and provider types. MCPs
must ensure that all non-PCP network providers follow community standards in the
scheduling of routine appointments (i.e., the amount of time members must wait
from the time of their request to the first available time when the visit can
occur).

Although there are currently no FTE capacity requirements for any of the non-PCP
required provider types, MCPs are required to ensure that adequate access is
available to members for all required provider types. ODJFS will monitor access
to services through a variety of data sources, including: consumer satisfaction
surveys; member appeals/grievances/complaints and state hearing
notifications/requests; clinical quality studies; encounter data volume;
provider complaints, and clinical performance measures.

Hospitals - MCPs must contract with at least one hospital in the service area or
an alternate provider area, and this hospital, alone or in combination with
other contracted hospitals within the service area or the alternate provider
area, must be capable and agree to provide all of the following services during
the contract period: general medical/surgical services for both the adult and
pediatric population; obstetrical services; nursery services; adult, pediatric
and neonatal (Levels I and II) intensive care; cardiac care; outpatient surgery;
and emergency room services. ODJFS utilizes each hospital's most current Annual
Hospital Registration and Planning Report, as filed with the Ohio Department of
Health, in determining what types of services that hospital provides.

<PAGE>

Appendix H
Page 6

It will be possible to meet the hospital requirement for some service areas by
contracting only with one full-service general hospital outside the service
area, however, MCPs are required to contract with at least one hospital in the
service area if at least two general hospitals (which are not both members of
the same hospital system) are located in that service area. Failing to contract
with a local hospital may make such a provider network less attractive to
potential members.

OB/GYNs - MCPs must contract with the specified number of OB/GYNs, all of whom
must maintain a full-time obstetrical practice at a site(s) located in the
service area or alternate provider area, as well as having current hospital
delivery privileges at a hospital under contract to the MCP in the service area
or an alternate provider area.

Certified Nurse Midwives (CNMs) and Certified Nurse Practitioners (CNPs) - MCPs
must ensure access to at least one CNM and one CNP in the service area or
alternate provider area, if such provider types are present. Access to
additional CNMs and CNPs must be added on an as needed basis to ensure that no
member is denied access to such services. For this provider panel requirement,
the MCP may contract directly with the CNM or CNP, or with a physician or other
provider entity who is able to obligate the participation of the CNM or CNP. If
an MCP does not contract with a CNM or CNP and such providers are present within
a service area or alternate provider area, the MCP will be required to allow
members to receive CNM or CNP services outside of the MCP's provider network.

Contracting CNMs must have hospital delivery privileges at a hospital under
contract to the MCP in the service area or an alternate provider area. The MCP
must always ensure a member's access to CNM and CNP services if such providers
are present within the service area.

Vision Care Providers - MCPs must contract with the specified number of
ophthalmologists/optometrists for each service area, all of whom must regularly
perform routine eye examinations and who maintain a full-time practice at a
site(s) within the service area. If optical dispensing is not available in a
particular service area through the MCP's contracting
ophthalmologists/optometrists, the MCP must separately contract with an optical
dispenser.

Dental Care Providers- MCPs must assure access to dental services. MCPs will be
required to provide access to all Medicaid-covered dental services regardless of
the number of dentists under contract and/or the number of contracting dentists
accepting new patients. The charts in Section H of this appendix reflect the
number of dental providers which ODJFS will use as a guideline in assessing the
MCP's capacity to assure access to dental services.

<PAGE>

Appendix H
Page 7

ODJFS will aggressively monitor access to dental services through a variety of
data sources, including: consumer satisfaction surveys; member
appeals/grievances/complaints and state hearing notifications/requests; member
just-cause for disenrollment requests; dental quality studies; dental encounter
data volume; provider complaints, and dental performance measures.

Federally Qualified Health Centers/Rural Health Clinics (FQHCs/RHCs) - MCPs are
required to ensure member access to any federally qualified health center or
rural health clinic (FQHCs/RHCs), regardless of contracting status. Even if no
FQHC/RHC is available within the service area, MCPs must have mechanisms in
place to ensure coverage for FQHC/RHC services in the event that a member
accesses these services outside of the service area. In order to assure FQHC/RHC
access to members, MCPs must make provisions for the following:

         -        Non-contracting FQHC/RHC providers serving as a PCP for an
                  MCP's member must be allowed to refer that member to another
                  provider in the MCP's provider panel.

         -        MCPs may require that their members request a referral from
                  their PCP in order to access FQHC/RHC providers; however, such
                  referral requests must be approved.

In order to ensure that any FQHCs/RHCs has the ability to submit a claim to
ODJFS for the state's supplemental payment, MCPs must offer FQHCs/RHCs
reimbursement pursuant to the following:

         -        MCPs must provide expedited reimbursement on a
                  service-specific basis in an amount no less than the payment
                  made to other providers for the same or similar service.

         -        If the MCP has no comparable service-specific rate structure,
                  the MCP must use the regular Medicaid fee-for-service payment
                  schedule for non-FQHC/RHC providers.

         -        MCPs must make all efforts to pay FQHCs/RHCs as quickly as
                  possible and not just attempt to pay these claims within the
                  prompt pay time frames.

MCPs are required to educate their staff and providers on the need to assure
member access to FQHC/RHC services.

<PAGE>

Appendix H
Page 8

Qualified Family Planning Providers (QFPPs) - All MCP members must be permitted
to self-refer to family planning services provided by a QFPP. A QFPP is defined
as any public or not-for-profit health care provider that complies with Title X
guidelines/standards, and receives either Title X funding or family planning
funding from the Ohio Department of Health. MCPs must reimburse all
medically-necessary Medicaid-covered family planning services provided to
eligible members by a QFPP provider on a patient self-referral basis,
irrespective of the provider's status as a panel or non-panel provider. MCPs
will be required to work with QFPPs in their service area to develop
mutually-agreeable policies and procedures to preserve patient/provider
confidentiality, and convey pertinent information to the member's PCP and/or
MCP.

Other Specialty Types (pediatricians, general surgeons, otolaryngologists,
allergists, and orthopedists) - MCPs must contract with the specified number of
all other specialty provider types. In order to be counted toward meeting the
minimum provider panel requirements, these specialty providers must maintain a
full-time practice at a site(s) located within the service area or alternate
provider area. Contracting general surgeons, orthopedists and otolaryngologists
must have admitting privileges at a hospital under contract with the MCP in the
service area or an alternate provider area.

4.       PROVIDER PANEL EXCEPTIONS

If an MCP presents sufficient documentation to ODJFS to verify that they have
been unable to meet certain minimum provider panel requirements in a particular
service area despite all reasonable efforts on the part of the MCP to secure
such a contract(s), ODJFS may specify minimum provider panel criteria for that
service area which deviate from those specified in this appendix.

5.       PROVIDER PANEL DIRECTORIES

All MCPs must produce a printed ODJFS-approved provider directory by July 1 of
each year. At the time of ODJFS' review, the information listed in the MCP's
provider directory for all ODJFS-required provider types must exactly match with
the data currently on file in the ODJFS PVS. MCP provider directories must
utilize a format specified by ODJFS and include a county-specific listing of the
providers who will serve the MCP's members, including at a minimum, all
providers of those types specified in this appendix. The directory must also
specify:

         -        provider address(es) and phone number(s);

         -        which of these providers will be available to members on a
                  self-referral basis and practice limitations for these
                  self-referred providers;

         -        foreign-language speaking PCPs and specialists and the
                  specific foreign language(s) spoken; and

         -        any PCP or specialist practice limitations.

<PAGE>

Appendix H
Page 9

MCPs must annually revise their directory and this will be the only
ODJFS-allowable revision to the actual directory document. MCPs may supplement
their directory on an ongoing basis with inserts detailing recent changes to the
MCP's provider panel. Such inserts must be prior approved by ODJFS. If an MCP
wants to include a provider panel directory on their website, this directory
must include all information required for their printed directory and the MCP
must receive prior approval from ODJFS before adding this directory to their
website.

6.       FEDERAL ACCESS STANDARDS

MCPs must demonstrate that they are in compliance with the following federally
defined provider panel access standards as required by 42 CFR 438.206:

In establishing and maintaining their provider panel, MCPs must consider the
following:

         -        The anticipated Medicaid membership.

         -        The expected utilization of services, taking into
                  consideration the characteristics and health care needs of
                  specific Medicaid populations represented in the MCP.

         -        The number and types (in terms of training, experience, and
                  specialization) of panel providers required to furnish the
                  contracted Medicaid services.

         -        The geographic location of panel providers and Medicaid
                  members, considering distance, travel time, the means of
                  transportation ordinarily used by Medicaid members, and
                  whether the location provides physical access for Medicaid
                  members with disabilities.

         -        MCPs must adequately and timely cover services to an
                  out-of-network provider if the MCP's contracted provider panel
                  is unable to provide the services covered under the MCP's
                  provider agreement. The MCP must cover the out-of-network
                  services for as long as the MCP network is unable to provide
                  the services. MCPs must coordinate with the out-of-network
                  provider with respect to payment and ensure that the provider
                  agrees with the applicable requirements.

Contracting panel providers must offer hours of operation that are no less than
the hours of operation offered to commercial members or comparable to Medicaid
fee-for-service, if the provider serves only Medicaid members. MCPs must ensure
that services are available 24 hours a day, 7 days a week, when medically
necessary. MCPs must establish mechanisms to ensure that panel providers comply
with these timely access requirements. MCPs are required to regularly monitor
their provider panels to determine compliance and if necessary take corrective
action if there is failure to comply.

<PAGE>

Appendix H
Page 10

In order to demonstrate adequate provider panel capacity and services, 42 CFR
437.207 stipulates that the MCP must submit documentation to ODJFS, in a format
specified by ODJFS, that demonstrates it offers an appropriate range of
preventive, primary care and specialty services adequate for the anticipated
number of members in the service area, while maintaining a provider panel that
is sufficient in number, mix, and geographic distribution to meet the needs of
the number of members in the service area. This documentation of assurance of
adequate capacity and services must be submitted to ODJFS no less frequently
than at the time the MCP enters into a contract with ODJFS; at any time there is
a significant change (as defined by ODJFS) in the MCP's operations that would
affect adequate capacity and services (including changes in services, benefits,
geographic service or payments); and at any time there is enrollment of a new
population in the MCP.

MCPs are to follow the procedures specified in the current MCP PVS Instructional
Manual in order to comply with these federal access requirements.

<PAGE>

Appendix H
Page 11

7.       MINIMUM PROVIDER PANEL CHARTS

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                              Service Area: BUTLER

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL            IN           DISCRETIONARY       ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
----------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                 <C>
 Pediatricians               5(3)(2)           4                 1               Hamilton

    OB/GYNs                    2               1                 1               Hamilton

  Dentists(3)                6(4)(4)           4                 2               Hamilton

     Vision                    3               2                 1               Hamilton

 Gen. Surgeons                 2               1                 1               Hamilton

Otolaryngologist               1               1                 x                  x

   Allergists                  1               x                 1               Hamilton

  Orthopedists                 1               1                 x                  x

   Pharmacies                  2               2                 x                  x

  Cert. Nurse                  1               x                 1               Hamilton
    Midwife

  Cert. Nurse                  1               x                 1               Hamilton
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 12

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                             Service Area: HAMILTON

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                 TOTAL             IN          DISCRETIONARY       ALTERNATE
 PROVIDER TYPE             PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)         COUNTY
----------------------------------------------------------------------------------------
<S>                        <C>          <C>                <C>                 <C>
 Pediatricians              15(8)(2)           15                x                 x

    OB/GYNs                    4                4                x                 x

  Dentists(3)              18(12)(4)           18                x                 x

     Vision                   10               10                x                 x

 Gen. Surgeons                 6                6                x                 x

Otolaryngologist               2                2                x                 x

   Allergists                  1                1                x                 x

  Orthopedists                 3                3                x                 x

   Pharmacies                  7                7                x                 x

  Cert. Nurse                  1                1                x                 x
    Midwife

  Cert. Nurse                  1                1                x                 x
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 13

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                              Service Area: WARREN

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
---------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                 <C>
  Pediatricians              2(1)(2)            x                2               Hamilton or
                                                                                Montgomery(5)

     OB/GYNs                   2                x                2               Hamilton or
                                                                                Montgomery(5)

   Dentists(3)               2(1)(4)            1                1                Butler or
                                                                                  Hamilton

     Vision                    2                1                1                Hamilton

  Gen. Surgeons                2                x                2               Hamilton or
                                                                                Montgomery(5)

Otolaryngologist               2                x                2               Hamilton or
                                                                                Montgomery(5)

   Allergists                  1                x                1               Hamilton or
                                                                                 Montgomery

  Orthopedists                 2                x                2               Hamilton or
                                                                                Montgomery(5)

   Pharmacies                  1                1                x                   x

   Cert. Nurse                 1                x                1                Hamilton
     Midwife

   Cert. Nurse                 1                x                1                Hamilton
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

5.       If more than one alternate county is listed, all the discretionary
         providers may be located in one of the alternate counties or they may
         be located in multiple alternate counties in any combination (e.g., if
         there are 2 discretionary providers and the alternate counties are
         Hamilton and Montgomery, both providers could be located in Hamilton or
         both located in Montgomery or one located in Hamilton and one located
         in Montgomery).

<PAGE>

Appendix H
Page 14

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                             Service Area: CLERMONT

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians              3(2)(2)            x                3               Hamilton

     OB/GYNs                   1                x                1               Hamilton

   Dentists(3)               3(2)(4)            1                2               Hamilton

     Vision                    2                1                1               Hamilton

  Gen. Surgeons                1                x                1               Hamilton

Otolaryngologist               1                x                1               Hamilton

   Allergists                  1                x                1               Hamilton

  Orthopedists                 1                x                1               Hamilton

   Pharmacies                  1                1                x                   x

   Cert. Nurse                 1                x                1               Hamilton
     Midwife

  Cert. Nurse                  1                x                1               Hamilton
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 15

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                            Service Area: MONTGOMERY

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians              10(5)(2)          10                 x                  x

     OB/GYNs                    3               3                 x                  x

   Dentists(3)               12(8)(4)          12                 x                  x

     Vision                     7               7                 x                  x

  Gen. Surgeons                 4               4                 x                  x

Otolaryngologist                1               1                 x                  x

   Allergists                   1               1                 x                  x

  Orthopedists                  2               2                 x                  x

   Pharmacies                   4               4                 x                  x

   Cert. Nurse                  1               1                 x                  x
     Midwife

   Cert. Nurse                  1               1                 x                  x
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 16

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                               Service Area: CLARK

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians              3(2)(2)           2                  1              Montgomery

     OB/GYNs                  1                x                  1              Montgomery

   Dentists(3)               4(3)(4)           3                  1              Montgomery

     Vision                   2                2                  x                   x

  Gen. Surgeons               1                x                  1              Montgomery

Otolaryngologist              1                x                  1              Montgomery

   Allergists                 1                x                  1              Montgomery

  Orthopedists                1                x                  1              Montgomery

   Pharmacies                 1                1                  x                   x

   Cert. Nurse                1                x                  1              Montgomery
     Midwife

   Cert. Nurse                1                x                  1              Montgomery
  Practitioner

</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 17

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                              Service Area: GREENE

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians              2(1)(2)            1                1               Montgomery

     OB/GYNs                   2                1                1               Montgomery

   Dentists(3)               3(2)(4)            2                1               Montgomery

     Vision                    2                1                1               Montgomery

  Gen. Surgeons                2                1                1               Montgomery

Otolaryngologist               1                x                1               Montgomery

   Allergists                  1                x                1               Montgomery

  Orthopedists                 1                x                1               Montgomery

   Pharmacies                  1                1                x                    x

   Cert. Nurse                 1                x                1               Montgomery
     Midwife

   Cert. Nurse                 1                x                1               Montgomery
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 18

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                             Service Area: FRANKLIN

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians             19(10)(2)          19                 x                  x

     OB/GYNs                    5               5                 x                  x

   Dentists(3)              22(15)(4)          22                 x                  x

     Vision                    12              12                 x                  x

  Gen. Surgeons                 7               7                 x                  x

Otolaryngologist                2               2                 x                  x

   Allergists                   1               1                 x                  x

  Orthopedists                  4               4                 x                  x

   Pharmacies                   8               8                 x                  x

   Cert. Nurse                  1               1                 x                  x
     Midwife

   Cert. Nurse                  1               1                 x                  x
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 19

                MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                             Service Area: PICKAWAY

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians              1(1)(2)            x                 1              Franklin

     OB/GYNs                   1                x                 1              Franklin

   Dentists(3)               2(1)(4)            x                 2              Franklin

     Vision                    1                1                 x                  x

  Gen. Surgeons                1                x                 1              Franklin

Otolaryngologist               1                x                 1              Franklin

   Allergists                  1                x                 1              Franklin

  Orthopedists                 1                x                 1              Franklin

   Pharmacies                  2                1                 1              Franklin

   Cert. Nurse                 1                x                 1              Franklin
     Midwife

   Cert. Nurse                 1                x                 1              Franklin
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 20

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                             Service Area: CUYAHOGA

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                 TOTAL             IN           DISCRETIONARY        ALTERNATE
 PROVIDER TYPE             PROVIDERS     CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                        <C>          <C>                 <C>                  <C>
  Pediatricians            28(14)(2)           28                 x                  x

     OB/GYNs                   8                8                 x                  x

    Dentists(3)            34(23)(4)           34                 x                  x

     Vision                   19               19                 x                  x

  Gen. Surgeons               11               11                 x                  x

Otolaryngologist               3                3                 x                  x

   Allergists                  1                1                 x                  x

  Orthopedists                 6                6                 x                  x

   Pharmacies                 12               12                 x                  x

   Cert. Nurse                 1                1                 x                  x
     Midwife

   Cert. Nurse                 1                1                 x                  x
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 21

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                              Service Area: LORAIN

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians              5(3)(2)            3                 2               Cuyahoga

     OB/GYNs                   2                1                 1               Cuyahoga

   Dentists(3)               7(5)(4)            7                 x                  x

     Vision                    4                4                 x                  x

  Gen. Surgeons                2                1                 1               Cuyahoga

Otolaryngologist               1                x                 1               Cuyahoga

   Allergists                  1                x                 1               Cuyahoga

  Orthopedists                 2                1                 1               Cuyahoga

   Pharmacies                  2                2                 x                  x

   Cert. Nurse                 1                x                 1               Cuyahoga
     Midwife

   Cert. Nurse                 1                x                 1               Cuyahoga
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 22

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                              Service Area: SUMMIT

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians             10(5)(2)           10                 x                 x

     OB/GYNs                   3                3                 x                 x

   Dentists(3)              13(9)(4)           13                 x                 x

     Vision                    7                7                 x                 x

  Gen. Surgeons                4                4                 x                 x

Otolaryngologist               1                1                 x                 x

   Allergists                  1                1                 x                 x

  Orthopedists                 2                2                 x                 x

   Pharmacies                  4                4                 x                 x

   Cert. Nurse                 1                1                 x                 x
     Midwife

   Cert. Nurse                 1                1                 x                 x
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 23

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                               Service Area: STARK

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians              7(4)(2)            7                 x                  x

     OB/GYNs                   2                2                 x                  x

   Dentists(3)               8(5)(4)            8                 x                  x

     Vision                    4                4                 x                  x

  Gen. Surgeons                3                3                 x                  x

Otolaryngologist               1                1                 x                  x

   Allergists                  1                x                 1                Summit

  Orthopedists                 2                2                 x                  x

   Pharmacies                  3                3                 x                  x

   Cert. Nurse                 1                x                 1               Cuyahoga
     Midwife

   Cert. Nurse                 1                x                 1               Cuyahoga
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 24

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                               Service Area: LUCAS

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians             11(6)(2)           11                 x                  x

     OB/GYNs                   3                3                 x                  x

   Dentists(3)              13(9)(4)           13                 x                  x

     Vision                    7                7                 x                  x

  Gen. Surgeons                4                4                 x                  x

Otolaryngologist               1                1                 x                  x

   Allergists                  1                1                 x                  x

  Orthopedists                 3                3                 x                  x

   Pharmacies                  5                5                 x                  x

   Cert. Nurse                 1                1                 x                  x
     Midwife

   Cert. Nurse                 1                1                 x                  x
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 25

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                               Service Area: WOOD

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians              2(1)(2)            1                 1                Lucas

     OB/GYNs                   2                1                 1                Lucas

   Dentists(3)               2(1)(4)            1                 1                Lucas

     Vision                    2                1                 1                Lucas

  Gen. Surgeons                1                x                 1                Lucas

Otolaryngologist               1                x                 1                Lucas

   Allergists                  1                x                 1                Lucas

  Orthopedists                 1                x                 1                Lucas

   Pharmacies                  2                1                 1                Lucas

   Cert. Nurse                 1                x                 1                Lucas
     Midwife

   Cert. Nurse                 1                x                 1                Lucas
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 26

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                             Service Area: MAHONING

<TABLE>
<CAPTION>
                                        MINIMUM PROVIDERS
   SPECIALTY                  TOTAL             IN          DISCRETIONARY        ALTERNATE
 PROVIDER TYPE              PROVIDERS    CONTRACT COUNTY    PROVIDERS(1)          COUNTY
------------------------------------------------------------------------------------------
<S>                         <C>         <C>                 <C>                  <C>
  Pediatricians              6(3)(2)            6                 x                  x

     OB/GYNs                   2                2                 x                  x

   Dentists(3)               7(5)(4)            7                 x                  x

     Vision                    4                2                 2               Trumbull

  Gen. Surgeons                2                2                 x                  x

Otolaryngologist               1                1                 x                  x

   Allergists                  1                x                 1               Cuyahoga

  Orthopedists                 1                1                 x                  x

   Pharmacies                  3                3                 x                  x

   Cert. Nurse                 1                x                 1               Cuyahoga
     Midwife

   Cert. Nurse                 1                x                 1               Cuyahoga
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 27

                 MINIMUM SPECIALIST PROVIDER PANEL REQUIREMENTS
                                  July 1, 2003

                             Service Area: TRUMBULL

<TABLE>
<CAPTION>
                                       MINIMUM PROVIDERS
   SPECIALTY             TOTAL                 IN              DISCRETIONARY       ALTERNATE
 PROVIDER TYPE         PROVIDERS        CONTRACT COUNTY         PROVIDERS(1)        COUNTY
--------------------------------------------------------------------------------------------
<S>                    <C>             <C>                     <C>                 <C>
 Pediatricians          5(3)(2)                4                     1              Mahoning

    OB/GYNs               2                    1                     1              Mahoning

   Dentists(3)          6(4)(4)                6                     x                 x

     Vision               3                    2                     1              Mahoning

 Gen. Surgeons            2                    1                     1              Mahoning

Otolaryngologist          1                    x                     1              Mahoning

   Allergists             1                    x                     1              Cuyahoga

  Orthopedists            1                    1                     x                 x

   Pharmacies             2                    2                     x                 x

  Cert. Nurse             1                    x                     1              Cuyahoga
    Midwife

  Cert. Nurse             1                    x                     1              Cuyahoga
  Practitioner
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate provider areas
         can be used to fulfill the minimum provider panel requirement.

2.       Indicates the minimum number of pediatricians (i.e., 50%) who must be
         certified by the American Board of Pediatrics.

3.       The dental numbers are not minimum provider panel requirements but
         rather reflect guidelines to assist in measuring the MCP's capacity to
         assure access to dental services. MCPs will be required to provide
         access to all Medicaid-covered dental services regardless of the
         number of dentists under contract and/or the number of contracting
         dentists accepting new patients.

4.       Indicates the maximum number of pediatric dentists (i.e., two-thirds)
         that should be used to meet the minimum dentist provider guideline.

<PAGE>

Appendix H
Page 28

                        MINIMUM PCP FTE REQUIREMENTS(1)
                                  July 1, 2003

<TABLE>
<CAPTION>
                                  MINIMUM
                                 CONTRACT
                                  COUNTY                                   ALTERNATE
  COUNTY         TOTAL FTE          FTE         DISCRETIONARY FTE(1)         COUNTY
-------------------------------------------------------------------------------------
<S>              <C>             <C>            <C>                        <C>
  Butler           4.98            3.91                1.07                 Hamilton

  Clark            3.56            2.90                0.66                Montgomery

 Clermont          2.70            0.68                2.02                 Hamilton

 Cuyahoga          31.08           31.08                 x                     x

 Franklin          20.32           20.32                 x                     x

  Greene           2.23            1.11                1.12                Montgomery

 Hamilton          16.67           16.67                 x                     x

  Lorain           5.94            3.33                2.61                 Cuyahoga

  Lucas            12.00           12.00                 x                     x

 Mahoning          6.35            6.35                  x                     x

Montgomery         10.66           10.66                 x                     x

 Pickaway          1.00            0.41                0.59                 Franklin

  Stark            7.29            7.29                  x                     x

  Summit           11.37           11.37                 x                     x

 Trumbull          5.18            4.10                1.08                 Mahoning

                                                       0.45                 Hamilton

  Warren           1.22            0.30                0.28                Montgomery

                                                       0.19                  Butler

   Wood            1.22            0.67                0.55                  Lucas
</TABLE>

1.       If it is not possible to contract with providers in the contract
         county, discretionary providers located in the alternate counties can
         be used to fulfill the minimum provider panel requirement.

<PAGE>

Appendix H
Page 29

                        MINIMUM HOSPITAL REQUIREMENTS(1)

                                  JULY 1, 2003

<TABLE>
<CAPTION>
                       IN-COUNTY                  ALTERNATE COUNTY
                 HOSPITAL CONTRACTING             HOSPITAL SERVICE
  COUNTY              REQUIREMENT                   OPTION(S)(2)
-----------------------------------------------------------------------
<S>              <C>                        <C>
  Butler                   1                        Hamilton (D)

  Clark                    1                  Montgomery (A, B, C, D)

 Clermont                  0                          Hamilton

 Cuyahoga                  1                            None

 Franklin                  1                            None

  Greene                   0                         Montgomery

 Hamilton                  1                            None

  Lorain                   1                      Cuyahoga (C, D)

  Lucas                    1                            None

 Mahoning                  1                            None

Montgomery                 1                            None

 Pickaway                  0                          Franklin

  Stark                    1                         Summit (D)

  Summit                   1                            None

 Trumbull                  1                   Mahoning (A, B, C, D)

  Warren                   0                Hamilton AND Montgomery AND
                                                       Butler

   Wood                    0                           Lucas
</TABLE>

1.       Refer to section (3)(b) of this appendix for a description of required
         hospital services.

2.       Hospital Service; A = OB, B = NICU, C = PED GEN, D = PED ICU

<PAGE>

Appendix H
Page 30

8.       TRANSPORTATION REQUIREMENTS FOR ALTERNATE PROVIDER AREAS

<TABLE>
<CAPTION>
                        MANDATORY
                   ALTERNATE PROVIDER                            MANDATORY ALTERNATE PROVIDER AREA
COUNTY                   AREA *                                    TRANSPORTATION REQUIREMENT **
----------------------------------------------------------------------------------------------------------------------
<S>                <C>                        <C>
Butler             Hamilton                   Alternate provider area transportation IS NOT REQUIRED for the entire
                                              area of Hamilton County.

Clark              Montgomery                 Alternate provider area transportation is required for the area South or
                                              West of a line formed by starting at the eastern border of Montgomery
                                              County on Route 35, then going West on Route 35 to I-75, then North
                                              in I-75 to Route 40, then North on Route 40 to the northern border of
                                              Montgomery County.

Clermont           Hamilton                   Alternate provider area transportation IS NOT REQUIRED for the entire
                                              area of Hamilton County.

Cuyahoga           None                       N/A***

Franklin           None                       N/A***

Greene             Montgomery                 Alternate provider area transportation IS NOT REQUIRED for the entire
                                              area of Montgomery County.

Hamilton           None                       N/A***

Lorain             Cuyahoga                   Alternate provider area transportation is required for the area
                                              East of a line formed by starting at Lake Erie at Route I-90, then going
                                              South on Route I-90 to I-77, then South on Route I-77 to the southern
                                              border of Cuyahoga County.

Lucas              None                       N/A***

Mahoning           Cuyahoga                   Alternate provider area transportation IS REQUIRED for the entire area
                                              of Cuyahoga County.

                   Trumbull                   Alternate provider area transportation IS NOT REQUIRED for the entire
                                              area of Trumbull County.

Montgomery         None                       N/A***

Pickaway           Franklin                   Alternate provider area transportation is required for the area
                                              North of a line formed by starting at the western Franklin County line
                                              on Route I-70, and then going East on Route I-70 to the eastern border
                                              of Franklin county.

Stark              Cuyahoga                   Alternate provider area transportation IS REQUIRED for the entire area
                                              of Cuyahoga County.

                   Summit                     Alternate provider area transportation is required for the area North of
                                              a line formed by starting at the western Summit County line at Route 18,
                                              then going Northeast through Fairlawn and Cuyahoga Falls and through
                                              Stow to the eastern Summit County line.

Summit             None                       N/A***

Trumbull           Cuyahoga                   Alternate provider area transportation IS REQUIRED for the entire area
                                              of Cuyahoga County.
</TABLE>

<PAGE>

Appendix H
Page 31

<TABLE>
<S>                <C>                        <C>
                   Mahoning                   Alternate provider area transportation IS NOT REQUIRED for the entire
                                              area of Mahoning County.

Warren             Butler                     Alternate provider area transportation IS NOT REQUIRED for the
                                              entire area of Butler County.

                   Hamilton                   Alternate provider area transportation IS NOT REQUIRED for the entire
                                              area of Hamilton County.

                   Montgomery                 Alternate provider area transportation is required for the area North of
                                              a line formed by starting at the western border of Montgomery County on
                                              Route 35, then going East on Route 35 to the eastern border of
                                              Montgomery County.

Wood               Lucas                      Alternate provider area transportation IS NOT REQUIRED for the
                                              entire area of Lucas County.
</TABLE>

* Please refer to county-specific charts in Appendix H for the specific provider
types designated for alternate provider areas.

** It will be necessary for the MCP to provide transportation to members on an
as needed basis if such providers are located 30 miles or more from the major
eligible population center in the service area.

*** For service areas without a designated alternate provider area, MCPs are
required to make transportation available to any member that MUST travel 30
miles or more from their home to receive medically-necessary Medicaid-covered
services.
<PAGE>
                                   APPENDIX I

                                PROGRAM INTEGRITY

MCPs must comply with all applicable program integrity requirements, including
those specified in 42 CFR, Subpart H.

1.       Fraud and Abuse Program:
         In order to comply with OAC rule 5101:3-26-06, MCPs must have a program
         that includes administrative and management arrangements or procedures,
         including a mandatory compliance plan, to guard against fraud and
         abuse. The MCP's compliance plan must designate staff responsibility
         for administering the plan and include a clear goal, milestones or
         objectives, measurements, key dates for achieving identified outcomes,
         and explain how the MCP will determine the compliance plan's
         effectiveness.

         a.       Monitoring for fraud and abuse: In addition to the
                  requirements in OAC rule 5101:3-26-06, the MCP's program which
                  safeguards against fraud and abuse must specifically address
                  the MCP's prevention, detection, investigation, and reporting
                  strategies in at least the following areas:

                  i.       Embezzlement and theft - MCPs must monitor activities
                           on an ongoing basis to prevent and detect activities
                           involving embezzlement and theft (e.g., by staff,
                           providers, contractors, etc.) and respond promptly to
                           such violations.

                  ii.      Underutilization of services - MCPs must monitor for
                           the potential underutilization of services by their
                           members in order to assure that all Medicaid-covered
                           services are being provided, as required. If any
                           underutilized services are identified, the MCP must
                           immediately investigate and, if indicated, correct
                           the problem(s) which resulted in such
                           underutilization of services.

                           The MCP's monitoring efforts must, at a minimum,
                           include the following activities: For SFY 2004, the
                           MCP must review their prior authorization procedures
                           to determine that they do not unreasonably limit a
                           member's access to Medicaid-covered services. The MCP
                           must also review the procedures providers are to
                           follow in appealing the MCP's denial of a prior
                           authorization request to determine that the process
                           does not unreasonably limit a member's access to
                           Medicaid-covered services.

                           Beginning July 1, 2004, in addition to the MCP's
                           annual review of prior authorization procedures and
                           their provider appeal procedures, the MCP must also
                           monitor service denials and utilization on an ongoing
                           basis in order to identify services which may be
                           underutilized.

<PAGE>

Appendix I
Page 2

                  iii.     Claims submission and billing - On an ongoing basis,
                           MCPs must identify and correct claims submission and
                           billing activities which are potentially fraudulent
                           including, at a minimum, double-billing and improper
                           coding, such as upcoding and bundling.

         b.       Reporting MCP fraud and abuse activities: Pursuant to OAC rule
                  5101:3-26-06, MCPs are required to submit annually to ODJFS a
                  report which summarizes the MCP's fraud and abuse activities
                  for the previous year in each of the areas specified above.
                  The MCP's report must also identify any proposed changes to
                  the MCP's compliance plan for the coming year.

         c.       Reporting fraud and abuse: MCPs are required to promptly
                  report all instances of provider fraud and abuse to ODJFS and
                  member fraud to the CDJFS.

2.       Data Certification:
              Pursuant to 42 CFR 438.604 and 42 CFR 438.606, MCPs are required
              to provide certification as to the accuracy, completeness, and
              truthfulness of data and documents submitted to ODJFS which may
              affect MCP payment.

         a.       MCP Submissions: MCPs must submit the appropriate
                  ODJFS-developed certification concurrently with the submission
                  of the following data or documents:

                  i.       Encounter Data [as specified in the Data Quality
                           Appendix (Apendix L)]

                  ii.      Prompt Pay Reports [as specified in the Fiscal
                           Performance Appendix (Appendix J)]

                  iii.     Cost Reports [as specified in the Fiscal Performance
                           Appendix (Appendix J)]

         b.       Source of Certification: The above MCP data submissions must
                  be certified by one of the following:

                  i.       The MCP's Chief Executive Officer;

                  ii.      The MCP's Chief Financial Officer, or

                  iii.     An individual who has delegated authority to sign
                           for, or who reports directly to, the MCP's Chief
                           Executive Officer or Chief Financial Officer.

                  ODJFS may also require MCPs to certify as to the accuracy,
                  completeness, and truthfulness of additional submissions.

<PAGE>

Appendix I
Page 3

3.       Prohibited Affiliations:

         Pursuant to 42 CFR 438.610, MCPs must not knowingly have a relationship
         with individuals debarred by Federal Agencies, as specified in Article
         XII of the Baseline Provider Agreement.

<PAGE>

                                   APPENDIX J

                              FINANCIAL PERFORMANCE

1.       SUBMISSION OF FINANCIAL STATEMENTS AND REPORTS

         MCPs must submit the following financial reports to ODJFS:

         a.       The National Association of Insurance Commissioners (NAIC)
                  quarterly and annual Health Statements (hereafter referred to
                  as the "Financial Statements"), as outlined in Ohio
                  Administrative Code (OAC) rule 5101:3-26-09(B). The Financial
                  Statements must include all required Health Statement filings,
                  schedules and exhibits as stated in the NAIC Annual Health
                  Statement Instructions including, but not limited to, the
                  following sections: Assets, Liabilities, Capital and Surplus
                  Account, Cash Flow, Analysis of Operations by Lines of
                  Business, Five-Year Historical Data, and the Exhibit of
                  Premiums, Enrollment and Utilization. The Financial Statements
                  must be submitted to BMHC even if the Ohio Department of
                  Insurance (ODI) does not require the MCP to submit these
                  statements to ODI. A signed hard copy and an electronic copy
                  of the reports in the NAIC-approved format must both be
                  provided to ODJFS;

         b.       Hard copies of annual financial statements for those entities
                  who have an ownership interest totaling five percent or more
                  in the MCP or an indirect interest of five percent or more, or
                  a combination of direct and indirect interest equal to five
                  percent or more in the MCP;

         c.       Annual audited Financial Statements prepared by a licensed
                  independent external auditor as submitted to the ODI, as
                  outlined in OAC rule 5101:3-26-09(B);

         d.       Medicaid Managed Care Plan Annual Ohio Department of Job and
                  Family Services (ODJFS) Cost Report and the auditor's
                  certification of the cost report, as outlined in OAC rule
                  5101:3-26-09(B);

         e.       Annual physician incentive plan disclosure statements and
                  disclosure of and changes to the MCP's physician incentive
                  plans, as outlined in OAC rule 5101:3-26-09(B);

         f.       Reinsurance agreements, as outlined in OAC rule
                  5101:3-26-09(C);

         g.       Prompt Pay Reports, in accordance with OAC rule
                  5101:3-26-09(B)(3). A hard copy and an electronic copy of the
                  reports must be provided to ODJFS;

         h.       Notification of requests for information and copies of
                  information released pursuant to a tort action (i.e., third
                  party recovery), as outlined in OAC rule 5101:3-26-09.1;

<PAGE>

Appendix J
Page 2

         i.       Financial, utilization, and statistical reports, when ODJFS
                  requests such reports, based on a concern regarding the MCP's
                  quality of care, delivery of services, fiscal operations or
                  solvency, in accordance with OAC rule 5101:3-26-06(D);

2.       FINANCIAL PERFORMANCE MEASURES AND STANDARDS

         This Appendix establishes specific expectations concerning the
         financial performance of MCPs. In the interest of administrative
         simplicity, nonduplication of areas of the ODI authority and its
         emphasis on the assurance of access to and quality of care, ODJFS will
         focus only on a limited number of indicators and related standards to
         monitor plan performance. The three indicators and standards for this
         contract period are identified below, along with the calculation
         methodologies. The source for each indicator will be the NAIC Quarterly
         and Annual Financial Statements.

         a.       INDICATOR:        WORTH AS MEASURED BY NEW WORTH PER MEMBER

                  Definition:       Net:Worth = Total Admitted Assets minus
                                    Total Liabilities divided by Total Members
                                    across all lines of business

                  Standard:         For the financial report that covers
                                    calendar year 2004, a minimum net worth per
                                    member of $113.00, as determined from the
                                    annual Financial Statement submitted to ODI
                                    and the ODJFS.

                                    The Net Worth Per Member (NWPM) standard is
                                    the Medicaid Managed Care Capitation amount
                                    paid to the MCP during the preceding
                                    calendar year, including delivery payments,
                                    but excluding the at-risk amount, expressed
                                    as a per-member per-month figure,
                                    multiplied by the applicable proportion
                                    below:

                                    0.75 if the MCP had a total membership of
                                    100,000 or more during that calendar year

                                    0.90 if the MCP had a total membership of
                                    less than 100,000 for that calendar year

                                    If the MCP did not receive Medicaid Managed
                                    Care Capitation payments during the
                                    preceding calendar year, then the NWPM
                                    standard for the MCP is the average Medicaid
                                    Managed Care capitation amount paid to
                                    Medicaid-contracting MCPs during the
                                    preceding calendar year, including delivery
                                    payments, but excluding the at-risk amount,
                                    multiplied by the applicable proportion
                                    above.

<PAGE>

Appendix J
Page 3

         b.       INDICATOR:        ADMINISTRATIVE EXPENSE RATIO

                  Definition:       Administrative Expense Ratio =
                                    Administrative Expenses divided by Total
                                    Revenue

                  Standard:         Administrative Expense Ratio less than or
                                    equal to 15%, as determined from the annual
                                    Financial Statement submitted to ODI and
                                    ODJFS.

         c.       INDICATOR:        OVERALL EXPENSE RATIO

                  Definition:       Overall Expense Ratio = The sum of the
                                    Administrative Expense Ratio and the Medical
                                    Expense Ratio

                                    Administrative Expense Ratio =
                                    Administrative Expenses divided by Total
                                    Revenue

                                    Medical Expense Ratio = Medical Expenses
                                    divided by Total Revenue

                  Standard:         Overall Expense Ration not to exceed 100% as
                                    determined from the annual Financial
                                    Statement submitted to ODI and ODJFS.

         Report Period: Compliance will be determined based on the annual
         Financial Statement.

         Penalty for noncompliance: Failure to meet any standard on 2.a., 2.b.,
         or 2.c. above will result in ODJFS requiring the MCP to complete a
         corrective action plan (CAP) and specifying the date by which
         compliance must be demonstrated. Failure to meet the standard or
         otherwise comply with the CAP by the specified date will result in a
         new membership freeze unless ODJFS determines that the deficiency does
         not potentially jeopardize access to or quality of care or affect the
         MCP's ability to meet administrative requirements (e.g., prompt pay
         requirements). Justifiable reasons for noncompliance may include
         one-time events (e.g., MCP investment in information system products).

         In addition, ODJFS will review two liquidity indicators if a plan
         demonstrates potential problems in meeting related administrative
         requirements or the standards listed above. The two standards listed
         below reflect ODJFS' expected level of performance. At this time, ODJFS
         has not established penalties for noncompliance with these standards;
         however, ODJFS will consider the MCP's performance regarding the
         liquidity measures, in addition to indicators 2.a., 2.b., and 2.d., in
         determining whether to impose a new membership freeze, as outlined
         above, or to not issue or renew a contract with an MCP. The source for
         each indicator will be the NAIC Quarterly and annual Financial
         Statements.

<PAGE>

Appendix J
Page 4

         Long-term investments that can be liquidated without significant
         penalty within 24 hours, which a plan would like to include in Cash and
         Short-Term Investments in the next two measurements, must be disclosed
         in footnotes on the NAIC Reports. Descriptions and amounts should be
         disclosed. Please note that "significant penalty" for this purpose is
         any penalty greater than 20%. Also, enter the amortized cost of the
         investment, the market value of the investment, and the amount of the
         penalty.

         d.       INDICATOR:        DAYS CASH ON HAND

                  Definition:       Days Cash on Hand = Cash and Short-Term
                                    Investments divided by (Total Hospital and
                                    Medical Expenses plus Total Administrative
                                    Expenses) divided by 365.

                  Standard:         Greater than 25 days as determined from the
                                    annual Financial Statement submitted to ODI
                                    and ODJFS.

         e.       INDICATOR:        RATIO OF CASH TO CLAIMS PAYABLE

                  Definition:       Ratio of Cash to Claims Payable = Cash and
                                    Short-Term Investments divided by claims
                                    Payable (reported and unreported).

                  Standard:         Greater than 0.83 as determined from the
                                    annual Financial Statement submitted to ODI
                                    and ODJFS.

         If the financial statement is not submitted to ODI by the due date, the
         MCP continues to be obligated to submit the report to ODJFS by ODI's
         originally specified due date unless the MCP requests and is granted an
         extension by ODJFS.

         Failure to submit complete quarterly and annual Financial Statements on
         a timely basis will be deemed a failure to meet the standards and will
         be subject to the noncompliance penalties listed for indicators 2.a.,
         2.b., and 2.c., including the imposition of a new membership freeze.
         The new membership freeze will take effect at the first of the month
         following the month in which the determination was made that the MCP
         was noncompliant for failing to submit financial reports timely.

 3.      REINSURANCE REQUIREMENTS

         Pursuant to the provisions of OAC rule 5101:3-26-09 (C), each MCP must
         carry reinsurance coverage from a licensed commercial carrier to
         protect against inpatient-related medical expenses incurred by Medicaid
         members. The annual deductible or retention amount for such insurance
         must be specified in the reinsurance agreement and must not exceed
         $75,000.00, except as provided below. Except for transplant services,
         and as provided below, this reinsurance must cover, at a minimum, 80%
         of inpatient costs incurred by one member in one year, in excess of
         $75,000.00. For transplant services, the reinsurance must cover, at a
         minimum, 50% of transplant related costs incurred by one member in one
         year, in excess of $75,000.00.

<PAGE>

Appendix J
Page 5

         An MCP may request a higher deductible amount and/or that the
         reinsurance cover less than 80% of inpatient costs in excess of the
         deductible amount. In determining whether or not the request will be
         approved, the ODJFS may consider any or all of the following:

                  a.       whether the MCP has sufficient reserves available to
                           pay unexpected claims;

                  b.       the MCP's history in complying with financial
                           indicators 2.a., 2.b., and 2.c., as specified in this
                           Appendix.

                  c.       the number of members covered by the MCP;

                  d.       how long the MCP has been covering Medicaid or other
                           members on a full risk basis.

         The MCP has been approved to have a reinsurance policy with a
         deductible amount of $75,000.00 that covers 80% of inpatient costs in
         excess of the deductible amount for non-transplant services.

         Penalty for noncompliance: If it is determined that an MCP failed to
         have reinsurance coverage, that an MCP's deductible exceeds $75,000.00
         without approval from ODJFS, or that the MCP's reinsurance for
         non-transplant services covers less than 80% of inpatient costs in
         excess of the deductible incurred by one member for one year without
         approval from ODJFS, then the MCP will be required to pay a monetary
         penalty to ODJFS. The amount of the penalty will be the difference
         between the estimated amount, as determined by ODJFS, of what the MCP
         would have paid in premiums for the reinsurance policy if it had been
         in compliance and what the MCP did actually pay while it was out of
         compliance plus 5%. For example, if the MCP paid $3,000,000.00 in
         premiums during the period of non-compliance and would have paid
         $5,000,000.00 if the requirements had been met, then the penalty would
         be $2,100,000.00.

         If it is determined that an MCP's reinsurance for transplant services
         covers less than 50% of inpatient costs incurred by one member for one
         year, the MCP will be required to develop a corrective action plan
         (CAP).

4.       PROMPT PAY REQUIREMENTS

         In accordance with 42 CFR 447.46, MCPs must pay 90% of all submitted
         clean claims within 30 days of the date of receipt and 99% of such
         claims within 90 days of the date of receipt, unless the MCP and its
         contracted provider(s) have established an alternative payment schedule
         that is mutually agreed upon and described in their contract. The
         prompt pay requirement applies to the processing of both electronic and
         paper claims for contracting providers by the MCP and delegated claims
         processing entities.

         The date of receipt is the date the MCP receives the claim, as
         indicated by its date stamp on the claim. The date of payment is the
         date of the check or date of electronic payment transmission. A claim
         means a bill from a provider for health care services that is assigned
         a unique identifier. A claim does not include an encounter form.

<PAGE>

Appendix J
Page 6

         A "claim" can include any of the following: (1) a bill for services;
         (2) a line item of services; or (3) all services for one recipient
         within a bill. A "clean claim" is a claim that can be processed without
         obtaining additional information from the provider of a service or from
         a third party.

         Clean claims do not include payments made to a provider of service or a
         third party where the timing of payment is not directly related to
         submission of a completed claim by the provider of service or third
         party (e.g., capitation). A clean claim also does not include a claim
         from a provider who is under investigation for fraud or abuse, or a
         claim under review for medical necessity.

         Penalty for noncompliance: Noncompliance with prompt pay requirements
         will result in progressive penalties to be assessed on a quarterly
         basis, as outlined in Appendix N of the Provider Agreement.

5.       PHYSICIAN INCENTIVE PLAN DISCLOSURE REQUIREMENTS

         If the MCP operates a physician incentive plan, no specific payment can
         be made directly or indirectly under this physician incentive plan to a
         physician or physician group as an inducement to reduce or limit
         medically necessary services furnished to an individual.

         If the physician incentive plan places a physician or physician group
         at substantial financial risk [as determined under paragraph (d) of 42
         CFR 422.208] for services that the physician or physician group does
         not furnish itself, the MCP must assure that all physicians and
         physician groups at substantial financial risk have either aggregate or
         per-patient stop-loss protection in accordance with paragraph (f) of
         42 CFR 422.208, and conduct periodic surveys in accordance with
         paragraph (h) of 42 CFR 422.208.

         In accordance with 42 CFR 417.479 and 42 CFR 422.210, MCPs must provide
         physician incentive plan disclosure statements and other information to
         ODJFS at the time requested by ODJFS.

         The MCP must disclose the types of physician incentive arrangements to
         ODJFS indicating whether they involve a withhold, bonus, capitation, or
         other arrangement. If a physician incentive arrangement involves a
         withhold or bonus, the MCP must disclose the percent of the withhold or
         bonus to ODJFS.

         The MCP must disclose the panel size for each physician incentive plan
         to the ODJFS. If patients are pooled, then the pooling method used to
         determine if substantial financial risk exists must also be disclosed.

         If more than 25% of the total potential payment of a physician/group is
         at risk for referral services, the MCP must provide a copy of the
         required patient satisfaction survey and assurance, in writing, to the
         ODJFS that the physician or physician group has adequate stop-loss
         protection, including noting the type of coverage (e.g., per member per
         year, aggregate), the threshold amounts, and any coinsurance required
         for amounts over the threshold.

<PAGE>

Appendix J
Page 7

         Upon request by a member or a potential member and no later than 14
         calendar days after the request, the MCP must provide the following
         information to the member: (1) whether the MCP uses a physician
         incentive plan that affects the use of referral services; (2) the type
         of incentive arrangement; (3) whether stop-loss protection is provided;
         and (4) a summary of the survey results if the MCP was required to
         conduct a survey. The information provided by the MCP must adequately
         address the member's request.

6.       NOTIFICATION OF REGULATORY ACTION

         Any MCP notified by the ODI of proposed or implemented regulatory
         action must report such notification and the nature of the action to
         ODJFS no later than one working day after receipt from ODI. The ODJFS
         may request, and the MCP must provide, any additional information as
         necessary to assure continued satisfaction of program requirements.
         MCPs may request that information related to such actions be considered
         proprietary in accordance with established ODJFS procedures. Failure to
         comply with this provision will result in an immediate membership
         freeze.
<PAGE>

                                   APPENDIX K

             QUALITY ASSESSMENT AND PERFORMANCE IMPROVEMENT PROGRAM

As required by federal regulation, 42 CFR 438.240, each managed care plan (MCP)
must have an ongoing Quality Assessment and Performance Improvement Program
(QAPI) that is annually prior-approved by the Ohio Department of Job and Family
Services (ODJFS). The program must include the following elements:

1.       PERFORMANCE IMPROVEMENT PROJECTS

         Each MCP must conduct performance improvement projects (PIPs),
         including those specified by ODJFS. PIPs must achieve, through periodic
         measurements and intervention, significant and sustained improvement in
         clinical and non-clinical areas which are expected to have a favorable
         effect on health outcomes and satisfaction. MCPs must adhere to ODJFS
         PIP content and format specifications.

         All ODJFS-specified PIPs must be prior-approved by ODJFS. As part of
         the external quality review organization (EQRO) process, the EQRO will
         assist MCPs with conducting PIPs by providing technical assistance and
         will annually validate the PIPs. In addition, the MCP must annually
         submit to ODJFS the status and results of each PIP.

         Starting in State Fiscal Year (SFY) 2004, MCPs must initiate the
         following two (2) PIPs:

         a.       Non-clinical Topic: Identifying children with special health
                  care needs.

         b.       Clinical Topic: Well-child visits during the first 15 months
                  of life.

         Starting in SFY 2005, MCPs must initiate an additional PIP which will
         be specified by ODJFS. In addition, as noted in Appendix M, several of
         the Clinical Performance Measures, if a MCP fails to meet the Minimum
         Performance Standard, the MCP will be required to complete a PIP.

2.       UNDER- AND OVER-UTILIZATION

         Each MCP must have mechanisms in place to detect under- and
         over-utilization of health care services. The MCP must specify the
         mechanisms used to monitor utilization in its annual submission of the
         QAPI program to ODJFS.

         It should also be noted that pursuant to the program integrity
         provisions outlined in Appendix I, MCPs must monitor for the potential
         under- utilization of services by their members in order to assure that
         all Medicaid-covered services are being provided, as required. If any
         under-utilized services are identified, the MCP must immediately
         investigate and correct the problem(s) which resulted in such
         under-utilization of services.

<PAGE>

Appendix K
Page 2

         In addition, beginning in SFY 2005, the MCP must conduct an ongoing
         review of service denials and must monitor utilization on an ongoing
         basis in order to identify services which may be under-utilized.

3.       SPECIAL HEALTH CARE NEEDS

         Each MCP must have mechanisms in place to assess the quality and
         appropriateness of care furnished to children with special health care
         needs. The MCP must specify the mechanisms used in its annual
         submission of the QAPI program to ODJFS.

4.       SUBMISSION OF DATA

         Each MCP must submit clinical performance measurement data as required
         by ODJFS that enables ODJFS to calculate standard measures. Refer to
         Appendix M "Performance Evaluation" for a more comprehensive
         description of the clinical performance measures.

         Each MCP must also submit clinical performance measurement data as
         required by ODJFS that uses standard measures as specified by ODJFS.
         MCPs are required to submit Health Employer Data Information Set
         (HEDIS) audited data for the following measures:

                  a.       Comprehensive Diabetes Care

                  b.       Child Immunization Status

                  c.       Adolescent Immunization Status

         The measures must have received a "report" designation from the HEDIS
         certified auditor and must be specific to the Medicaid population. Data
         must be submitted annually and in an electronic format. Data will be
         used for MCP clinical performance monitoring and will be incorporated
         into comparative reports developed by the EQRO.

         This requirement will be phased in over a two-year period. MCPs that do
         not have HEDIS-audited measures during calendar year (CY) 2004 will
         have the data collected and audited as part of the EQRO process. All
         MCPs will be required to submit the HEDIS-audited measures for the
         contract period beginning July 1, 2004.

5.       EQRO EVALUATION AND DEEMING

         The EQRO will conduct administrative compliance assessments and QAPI
         program reviews for each MCP every three (3) years. The review will
         cover all aspects of the QAPI program and other quality and care
         coordinator areas as specified by ODJFS. MCPs with accreditation from a
         national accrediting organization approved by the Centers for Medicare
         and Medicaid Services (CMS) may request to be `deemed' from the
         compliance review for accreditation standards that are in ODJFS'
         assessment, the same as ODJFS requirements.

<PAGE>

Appendix K
Page 3

6.       MCP AND ODJFS ANNUAL EVALUATION

         Each MCP must annually submit an evaluation of the effectiveness and
         impact of their QAPI program. ODJFS will review the effectiveness of
         each MCP's QAPI by reviewing the MCP's self-evaluation, submission of
         required data, report on the status of each PIP provided by the MCP,
         the validation of the PIPs as conducted by the EQRO, and the EQRO's
         review of the MCP's QAPI functions.

7.       EXTERNAL QUALITY REVIEW MINIMUM SCORE

         As outlined in Appendix M, each MCP must achieve a minimum score of
         seventy- five percent (75%) for each clinical study and the
         administrative component. In addition, each MCP must achieve an overall
         score of at least seventy-five percent (75%).

         For all studies that are finalized during the contract period, if an
         MCP is noncompliant with the clinical study and administrative scoring
         requirements, a corrective action plan (CAP) must be developed by the
         MCP. Serious deficiencies in the overall score may result in immediate
         termination or non-renewal of the provider agreement (Examples of an
         external quality review serious deficiency is a score of less than
         seventy-five percent (75%) for each clinical study or a score of less
         than seventy-five percent (75%) for the administrative component with a
         score of less than seventy-five percent (75%) on the preponderance of
         clinical studies). Refer to Appendix M "Performance Evaluation" for a
         more comprehensive description of minimum performance standards.

<PAGE>

                                   APPENDIX L

                                  DATA QUALITY

A high level of performance on the data quality measures established in this
appendix is crucial in order for the Ohio Department of Job and Family Services
(ODJFS) to determine the value of the Medicaid Managed Health Care Program and
to evaluate Medicaid consumers' access to and quality of services. Data
collected from MCPs are used in key performance assessments such as the external
quality review, clinical performance measures, utilization review, care
coordination and case management, and in determining incentives. The data will
also be used in conjunction with the cost reports in setting the 2005 premium
payment rates.

Data sets collected from MCPs with data quality standards include: encounter
data; screening, assessment, and case management data; data used in the external
quality review; members' PCP data; and appeal and grievance data.

1.       ENCOUNTER DATA

For detailed descriptions of the encounter data quality measures below, see
ODJFS Methods for Encounter Data Quality Measures.

1.a.     ENCOUNTER DATA COMPLETENESS

Each MCP's encounter data submissions will be assessed for completeness. The MCP
is responsible for collecting information from providers and reporting the data
to ODJFS in accordance with program requirements established in Appendix C, MCP
Responsibilities. Failure to do so jeopardizes the MCP's ability to demonstrate
compliance with other performance standards.

1.a.i.   ENCOUNTER DATA VOLUME

Measure: The volume measure for each service category, as listed in Table 1
below, is the rate of utilization (e.g., discharges, visits) per 1,000 member
months (MM).

Report Period: The report periods for the SFY 2004 and SFY 2005 contract periods
are listed in the table below.

<PAGE>

Appendix L
Page 2

<TABLE>
<CAPTION>
                                      DATA SOURCE:
                                   ESTIMATED ENCOUNTER         QUARTERLY REPORT
QUARTERLY REPORT PERIODS             DATA FILE UPDATE        ESTIMATED ISSUE DATE        CONTRACT PERIOD
------------------------           -------------------       --------------------        ---------------
<S>                                <C>                       <C>                         <C>
Qtr 1 2003                              July 2003                 August 2003
Qtr 1, Qtr2 2003                       October 2003              November 2003               SFY 2004
Qtr1 thru Qtr3 2003                    January 2004              February 2004
Qtr1 thru Qtr4 2003                     April 2004                 May 2004
Qtr1 thru Qtr4 2003 &
Qtr1 2004                                July 2004                August 2004
Qtr1 thru Qtr4 2003 &
Qtr1, Qtr2 2004                        October 2004              November 2004               SFY 2005
Qtr1 thru Qtr4 2003 &
Qtr1 thru Qtr3 2004                    January 2005              February 2005
Qtr1 thru Qtr4 2003 &
Qtr1 thru Qtr4 2004                     April 2005                 May 2005
</TABLE>

Qtr1 = January to March                 Qtr3 = July to September
Qtr2 = April to June                    Qtr4 = October to December

Data Quality Standard: The utilization rate for all service categories listed in
Table 1 must be equal to or greater than the standard established in Table 1
below.

TABLE 1. STANDARDS - ENCOUNTER DATA VOLUME

<TABLE>
<CAPTION>
                                                     STANDARD FOR
                                                   DATES OF SERVICE
                                 MEASURE             ON OR AFTER
    CATEGORY                   PER 1,000/MM            1/1/2003                                   DESCRIPTION
------------------             ------------        ----------------                               -----------
<S>                            <C>                 <C>                          <C>
Inpatient Hospital             Discharges                  5.4                  General/acute care, excluding newborns, and
                                                                                mental health and chemical dependency services
Emergency Department                                      51.6                  Includes physician and hospital emergency
                                                                                department encounters
Dental                                                    38.2                  Non-institutional and hospital outpatient dental
                                                                                visits
Vision                         Visits                     15.1                  Non-institutional and hospital outpatient
                                                                                optometry and ophthalmology visits
Primary & Specialist Care                                220.1                  Physician/practitioner and hospital outpatient
                                                                                visits
Ancillary Services                                       144.7                  Ancillary visits
Behavioral Health              Service                     7.6                  Inpatient and outpatient behavioral encounters
Pharmacy                       Prescriptions             388.5                  Prescribed drugs
</TABLE>

<PAGE>

Appendix L
Page 3

Determination of Compliance: Performance is monitored once every quarter for the
entire report period. If the standard is not met for every service category in
all quarters of the report period, then the MCP will be determined to be
noncompliant for the report period.

Penalty for noncompliance: The first time an MCP is noncompliant with a standard
for this measure, ODJFS will issue a Sanction Advisory informing the MCP that
any future noncompliance instances with the standard for this measure will
result in ODJFS imposing a monetary sanction. Upon all subsequent measurements
of performance, if an MCP is again determined to be noncompliant with the
standard, ODJFS will impose a monetary sanction (see Section 6) of two percent
of the current month's premium payment. Monetary sanctions will not be levied
for consecutive quarters that an MCP is determined to be noncompliant. If an MCP
is noncompliant for three consecutive quarters, membership will be frozen. Once
the MCP is determined to be compliant with the standard and the
violations/deficiencies are resolved to the satisfaction of ODJFS, the penalties
will be lifted, if applicable, and monetary sanctions will be returned. Special
consideration will be made for MCPs with less than 1,000 members.

1.a.ii.  ENCOUNTER DATA OMISSIONS

Measure: Omission studies will evaluate the completeness of the encounter data.
This study will compare the medical records of members during the time of
membership to the encounters submitted. The encounters documented in the medical
record that do not appear in the encounter data will be counted as omissions.

Report Period: In order to provide timely feedback on the omission rate of
encounters, the report period will be the most recent from when the measure is
initiated. This measure is conducted annually.

Medical records retrieval from the provider and submittal to ODJFS or its
designee is an integral component of the omission measure. ODJFS has optimized
the sampling to minimize the number of records required. This methodology
requires a high record submittal rate. To aid MCPs in achieving a high submittal
rate, ODJFS will give at least an 8 week period to retrieve and submit medical
records as a part of the validation process. A record submittal rate will be
calculated as a percentage of all records requested for the study.

Data Quality Standard: The data quality standard is a maximum omission rate of
35% for the study that will be finalized during contract period 2004, 15% for
the study finalized during contract period 2005, and 5% for the study finalized
during contract period 2006 and for subsequent studies.

Penalty for Noncompliance: The first time an MCP is noncompliant with a standard
for this measure, ODJFS will issue a Sanction Advisory informing the MCP that
any future noncompliance instances with the standard for this measure will
result in ODJFS imposing a monetary sanction.

<PAGE>

Appendix L
Page 4

Upon all subsequent measurements of performance, if an MCP is again determined
to be noncompliant with the standard, ODJFS will impose a monetary sanction (see
Section 6) of one percent of the current month's premium payment. Once the MCP
is performing at standard levels and violations/deficiencies are resolved to the
satisfaction of ODJFS, the money will be refunded.

1.a.iii. INCOMPLETE OUTPATIENT HOSPITAL DATA

Since July 1, 1997, MCPs have been required to provide both the revenue code and
the HCPCS code on applicable outpatient hospital encounters. ODJFS will be
monitoring, on a quarterly basis, the percentage of hospital encounters which
contain a revenue code and CPT/HCPCS code. A CPT/HCPCS code must accompany
certain revenue center codes. These codes are listed in Appendix B of Ohio
Administrative Code rule 5101:3-2-21 (fee-for-service outpatient hospital
policies) and in the methods for calculating the completeness measures.

Measure: The percentage of outpatient hospital line items with certain revenue
center codes, as explained above, which had an accompanying valid procedure
(CPT/HCPCS) code.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the following report periods: January - March, 2003; April - June, 2003;
July - September, 2003; October - December, 2003. For the SFY 2005 contract
period, performance will be evaluated using the following report periods:
January - March, 2004; April - June, 2004; July - September, 2004; October -
December, 2004.

Data Quality Standard: The data quality standard is a minimum rate of 95%.

Penalty for noncompliance: The first time an MCP is noncompliant with a standard
for this measure, ODJFS will issue a Sanction Advisory informing the MCP that
any future noncompliance instances with the standard for this measure will
result in ODJFS imposing a monetary sanction. Upon all subsequent quarterly
measurements of performance, if an MCP is again determined to be noncompliant
with the standard, ODJFS will impose a monetary sanction (see Section 6) of one
percent of the current month's premium payment. Once the MCP is performing at
standard levels and violations/deficiencies are resolved to the satisfaction of
ODJFS, the money will be refunded.

1.a.iv.  INCOMPLETE DATA FOR LAST MENSTRUAL PERIOD

As outlined in ODJFS Encounter Data Specifications, the last menstrual period
(LMP) field is a required encounter data field. It is discussed in Item 14 of
the AHCFA 1500 Billing Instructions.@ The date of the LMP is essential for
calculating the clinical performance measures and allows the ODJFS to adjust
performance expectations for the length of a pregnancy.

<PAGE>

Appendix L
Page 5

The occurrence code and date fields on the UB-92, which are Aoptional@ fields,
can also be used to submit the date of the LMP. These fields are described in
Items 32a & b, 33a & b, 34a & b, 35a & b of the AInpatient Hospital@ and
AOutpatient Hospital UB-92 Claim Form Instructions.@

An occurrence code value of A10 @ indicates that a LMP date was provided. The
actual date of the LMP would be given in the AOccurrence Date@ field.

Measure: The percentage of recipients with a live birth during the SFY where a
Avalid@ LMP date was given on one or more of the recipient's perinatal claims.
If the LMP date is before the date of birth and there is a difference of between
119 and 315 days between the date the recipient gave birth and the LMP date,
then the LMP date will be considered a valid date.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the January - December, 2003 report period. For the SFY 2005 contract
period, performance will be evaluated using the January - December, 2004 report
period.

Data Quality Standard: The data quality standard is 70% for encounters with
dates of service in CY 2003 and 80% for CY 2004 and thereafter.

Penalty for noncompliance: The first time an MCP is noncompliant with a standard
for this measure, ODJFS will issue a Sanction Advisory informing the MCP that
any future noncompliance instances with the standard for this measure will
result in ODJFS imposing a monetary sanction. Upon all subsequent measurements
of performance, if an MCP is again determined to be noncompliant with the
standard, ODJFS will impose a monetary sanction (see Section 6) of one percent
of the current month's premium payment. Once the MCP is performing at standard
levels and violations/deficiencies are resolved to the satisfaction of ODJFS,
the money will be refunded.

1.a.v.   REJECTED ENCOUNTERS

Encounters submitted to ODJFS that are incomplete or inaccurate are rejected and
reported back to the MCPs on the Exception Report. If an MCP does not resubmit
rejected encounters, ODJFS' encounter data set will be incomplete.

Measure 1 only applies to MCPs that have had Medicaid membership for more than
one year.

Measure 1: The percentage of encounters submitted to ODJFS that are rejected.

<PAGE>

Appendix L
Page 6

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the following report periods: April - June, 2003; July - September, 2003;
October - December, 2003; and January - March, 2004. For the SFY 2005 contract
period, performance will be evaluated using the following report periods: April
- June, 2004; July - September, 2004; October - December, 2004; and January -
March, 2005.

Data Quality Standard 1: Data Quality Standard 1 is a maximum encounter data
rejection rate of 20% for each tape format for encounters submitted in SFY 2003
and 10% thereafter.

Penalty for noncompliance with Data Quality Standard 1: The first time an MCP is
noncompliant with a standard for this measure, ODJFS will issue a Sanction
Advisory informing the MCP that any future noncompliance instances with the
standard for this measure will result in ODJFS imposing a monetary sanction.
Upon all subsequent measurements of performance, if an MCP is again determined
to be noncompliant with the standard, ODJFS will impose a monetary sanction (see
Section 6) of one percent of the current month's premium payment. The monetary
sanction will be applied for each tape format that is determined to be out of
compliance. Once the MCP is performing at standard levels and
violations/deficiencies are resolved to the satisfaction of ODJFS, the money
will be refunded.

Measures 2 and 3 only apply to MCPs that have had Medicaid membership for one
year or less.

Measure 2: The percentage of encounters submitted to ODJFS that are rejected.

Report Period: The report period for Measure 2 is three months. Results are
calculated and performance is monitored quarterly. The first quarter begins with
the first three months of enrollment.

Data Quality Standard 2: The data quality standard is a maximum encounter data
rejection rate for each tape format as follows:

         First & second quarters with membership:             50%
         Third & fourth quarters with membership:             25%

Tapes that are totally rejected will not be considered in the determination of
noncompliance.

Measure 3: The rate of encounters (encounters per 1,000 member months (MM))
submitted to ODJFS.

Report Period: The report period for Measure 3 is three months. Results are
calculated and performance is monitored quarterly. The first quarter begins with
the first three months of enrollment.

Data Quality Standard 3: The data quality standard is a monthly minimum accepted
rate of encounters for each tape format as follows:

<PAGE>

Appendix L
Page 7

<TABLE>
<S>                                         <C>
First & second quarters with membership:    50 encounters per 1,000 MM for NCPDP
                                            65 encounters per 1,000 MM for NSF
                                            20 encounters per 1,000 MM for UB-92

Third & fourth quarters with membership:    250 encounters per 1,000 MM for NCPDP
                                            350 encounters per 1,000 MM for NSF
                                            100 encounters per 1,000 MM for UB-92
</TABLE>

Penalty for Noncompliance with Data Quality Standard 2 or 3: If the MCP is
determined to be noncompliant for either standard, ODJFS will impose a monetary
sanction of one percent of the MCP's current month's premium payment. The
monetary sanction will be applied only once per measure per compliance
determination period and will not exceed a total of two percent of the MCP's
current month's premium payment. Once the MCP is performing at standard levels
and violations/deficiencies are resolved to the satisfaction of ODJFS, the money
will be refunded. Special consideration will be made for MCPs with less than
1,000 members.

1.a.vi.  INCOMPLETE BIRTH WEIGHT DATA

Measure: The percentage of newborn delivery inpatient encounters during the
state fiscal year which contained a birth weight. If a value of "88" through
"96" is found on any of the five condition code fields on the UB-92 inpatient
claim format, then the encounter will be considered to have a birth weight. The
condition code fields are described in Items 24-30 of the "Inpatient Hospital,
UB-92 Claim Form Instructions."

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the January - December, 2003 report period. For the SFY 2005 contract
period, performance will be evaluated using the January - December, 2004 report
period.

Data Quality Standard: The data quality standard is 50% for encounters with
dates of service in CY 2003, 70% in CY 2004, and 90% in CY 2005 and thereafter.

Penalty for noncompliance: For report period CY 2003, if an MCP is noncompliant
with the standard, then the ODJFS will issue a Sanction Advisory informing the
MCP that a monetary sanction will be imposed if the MCP is noncompliant in any
future report periods. For report period SFY 2004 and thereafter, if an MCP is
determined to be noncompliant with the standard, ODJFS will impose a monetary
sanction (see Section 6) of one percent of the current month's premium payment.
Once the MCP is performing at standard levels and violations/deficiencies are
resolved to the satisfaction of ODJFS, the money will be refunded.

<PAGE>

Appendix L
Page 8

1.a.vii. CLINICAL PERFORMANCE MEASURES

Results that reflect clinical services rendered for the Clinical Performance
Measures as described in Appendix M, Performance Evaluation, depend on complete
encounter data. The completeness of the encounter data is assessed for all
Clinical Performance Measures by calculating a composite score.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the January - December, 2003 report period for the clinical performance
measures. For the SFY 2005 contract period, performance will be evaluated using
the January - December, 2004 report period. For the SFY 2004 contract period,
the results of the following CY 2003 Clinical Performance Measures will be used
to calculated the composite score:

1. Perinatal Care - Frequency of Ongoing Prenatal Care

2. Perinatal Care - Initiation of Prenatal Care

3. Perinatal Care - Low Birth Weight

4. Perinatal Care - Postpartum Care

5. Preventive Care for Children - Well-Child Visits

6. Use of Appropriate Medication for People with Asthma

7. Annual Dental Visits

The composite score will be determined by considering whether or not the MCP's
results for each measure are within 70% of the results of the best performing
MCP. Points will be awarded for each measure and summed to calculate the
composite score. Points for each measure will be awarded as follows:

<TABLE>
<S>                                                                             <C>
MCP's results below 70% of the results of the best performing MCP:              0 points
MCP's results equal to or above 70% of the results of the best performing MCP:  1 point
</TABLE>

The maximum composite score attainable is seven. For measures with multiple
components, each component will contribute equally to the score for the whole
measure, e.g., the results for each of the three age ranges will contribute to
one-third of the score of the well-child visit measure.

Monetary sanctions between 0% and 5 % of the current month's premium payment
will be determined according to the following table:

<PAGE>

Appendix L
Page 9

<TABLE>
<CAPTION>
COMPOSITE SCORE          MONETARY SANCTION
<S>                      <C>
      7                        0%
      6                        0%
      5                        0%
      4                        1%
      3                        2%
      2                        3%
      1                        4%
      0                        5%
</TABLE>

In order to transition to the new method of calculating the clinical performance
measures composite score for contract period SFY 2004, a one-time revision will
be made in determining the method of refunding fines applied to the SFY 2002
results.

For MCPs that were sanctioned for low performance for SFY 2002 results, fines
will be refunded only if an MCP's CY 2003 or CY 2004 composite score is high
enough (5, 6, or 7) to result in no additional fine being applied.

For the SFY 2005 contract period and later, when each year's results for the
Clinical Performance Measures are finalized, a new composite score will be
determined and ODJFS will impose new monetary sanctions, if applicable. At this
time, if the composite score is higher than the prior year, then the prior
year's monetary sanctions related to this data quality measure will be refunded,
if applicable. If a higher composite score is not achieved within two years of a
monetary sanction imposed under this data quality measure, then the monetary
sanction will not be refunded.

1.b.     ENCOUNTER DATA ACCURACY

As with data completeness, the MCPs are responsible for assuring the collection
and submission of accurate data to ODJFS. Failure to do so jeopardizes the MCP's
performance credibility and, if not corrected, will be assumed to indicate a
failure in actual performance.

1.b.i.   ENCOUNTER DATA ACCURACY STUDY

Measure: ODJFS validates the encounter data by measuring the rate of agreement
between encounters and the corresponding medical records. The focus of the
accuracy study will be on delivery encounters. Its primary purpose will be to
verify that MCPs submit encounter data accurately and to ensure only one payment
is made per delivery. The rate of appropriate payments will be determined by
comparing a sample of delivery payments to the medical record.

<PAGE>

Appendix L
Page 10

Report Period: In order to provide timely feedback on the accuracy rate of
encounters, the report period will be the most recent from when the measure is
initiated. This measure is conducted annually.

Medical records retrieval from the provider and submittal to ODJFS or its
designee is an integral component of the validation process. ODJFS has optimized
the sampling to minimize the number of records required. This methodology
requires a high record submittal rate. To aid MCPs in achieving a high submittal
rate, ODJFS will give at least an 8 week period to retrieve and submit medical
records as a part of the validation process. A record submittal rate will be
calculated as a percentage of all records requested for the study.

Data Quality Standard 1: For results that are finalized during the contract
year, the accuracy rate for encounters generating delivery payments is 100%.

Penalty for noncompliance: The MCP must participate in a detailed review of
delivery payments made for deliveries during the report period. Any duplicate or
unvalidated delivery payments must be returned to ODJFS.

Data Quality Standard 2:  A minimum record submittal rate of 85%

Penalty for noncompliance: For all encounter data accuracy studies that are
completed during this contract period, if an MCP is noncompliant with the
standard, ODJFS will impose a non-refundable $10,000 monetary sanction.

1.b.ii.  GENERIC PROVIDER NUMBER USAGE

Measure: This measure is the percentage of non-pharmacy encounters with the
generic provider number. Providers submitting claims which do not have an MMIS
provider number must be submitted to ODJFS with the generic provider number
9111115. All other encounters are required to have the MMIS provider number of
the servicing provider. The report period for this measure is quarterly.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the following report periods: January - March, 2003; April - June, 2003;
July - September, 2003; October - December, 2003. For the SFY 2005 contract
period, performance will be evaluated using the following report periods:
January - March, 2004; April - June, 2004; July - September, 2004; October -
December, 2004.

Data Quality Standard: A maximum generic provider usage rate of 10%
<PAGE>

Appendix L
Page 11

Penalty for noncompliance: The first time an MCP is noncompliant with a standard
for this measure, ODJFS will issue a Sanction Advisory informing the MCP that
any future noncompliance instances with the standard for this measure will
result in ODJFS imposing a monetary sanction. Upon all subsequent measurements
of performance, if an MCP is again determined to be noncompliant with the
standard, ODJFS will impose a monetary sanction (see Section 6) of three percent
of the current month's premium payment. Once the MCP is performing at standard
levels and violations/deficiencies are resolved to the satisfaction of ODJFS,
the money will be refunded.

1.c.     TIMELY SUBMISSION OF ENCOUNTER DATA

1.c.i.   TIMELINESS

ODJFS recommends submitting encounters no later than thirty-five days after the
end of the month in which they were paid. ODJFS does not monitor standards
specifically for timeliness, but the minimum claims volume (Section 1.a.i.) and
the rejected encounter (Section 1.a.v.) standards are based on encounters being
submitted within this time frame.

1.c.ii.  SUBMISSION OF ENCOUNTER DATA TAPES

MCP submissions of encounter data tapes to ODJFS are limited to two per format
per month. Should an MCP wish to send additional tapes, permission to do so must
be obtained by contacting BMHC. Information concerning the proper submission of
encounter data may be obtained from the ODJFS Encounter Data File and Submission
Specifications document. The MCP must submit a letter of certification, using
the form required by ODJFS, with each encounter data tape. The letter of
certification must be signed by the MCP's Chief Executive Officer (CEO), Chief
Financial Officer (CFO), or an individual who has delegated authority to sign
for, and who reports directly to, the MCP's CEO or CFO.

2.       SCREENING, ASSESSMENT, AND CASE MANAGEMENT DATA

ODJFS designed a screening, assessment, and case management system (SACMS) in
order to monitor MCP compliance with program requirements specified in Appendix
G, Coverage and Services. Each MCP's screening, assessment, and case management
data submissions will be assessed for completeness and accuracy. The MCP is
responsible for submitting a screening and assessment file (see Section 1.b. of
Appendix M, Performance Evaluation, for exceptions to this requirement) and a
case management file every month. Failure to do so jeopardizes the MCP's ability
to demonstrate compliance with CSHCN requirements. For detailed descriptions of
the screening, assessment, and case management measures below, see ODJFS Methods
for Screening, Assessment, and Case Management Data Quality Measures.

<PAGE>

Appendix L
Page 12

2.a.     SCREENING, ASSESSMENT, AND CASE MANAGEMENT SYSTEM DATA ACCURACY

2.a.i.   OPEN CASE MANAGEMENT SPANS FOR DISENROLLED MEMBERS

Measure: The percentage of the MCP's adult and children case management records
in the Screening, Assessment, & Case Management System that have open case
management date spans for members who have disenrolled from the MCP.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the January - June, 2003 and July - December, 2003 report periods. For the
SFY 2005 contract period, performance will be evaluated using the January -
June, 2004 and July - December, 2004 report periods.

Data Quality Standard: A rate of open case management spans for disenrolled
members of no more than one percent.

Penalty for noncompliance: If an MCP is noncompliant with the standard, then the
ODJFS will issue a Sanction Advisory informing the MCP that a monetary sanction
will be imposed if the MCP is noncompliant for any future report periods. Upon
all subsequent semi-annual measurements of performance, if an MCP is again
determined to be noncompliant with the standard, ODJFS will impose a monetary
sanction of one-half of one percent of the current month's premium payment. Once
the MCP is performing at standard levels and violations/deficiencies are
resolved to the satisfaction of ODJFS, the money will be refunded.

2.b.     TIMELY SUBMISSION OF SCREENING AND ASSESSMENT FILES AND CASE MANAGEMENT
         FILES

Data Quality Submission Requirement: The MCP must submit Screening and
Assessment and Case Management files on a monthly basis according to the
specifications established in ODJFS Screening, Assessment, and Case Management
File and Submission Specifications.

Penalty for noncompliance: See Appendix N, Compliance Assessment System, for the
penalty for noncompliance with this requirement.

3.       EXTERNAL QUALITY REVIEW DATA

In accordance with federal law and regulations, ODJFS is required to conduct an
independent quality review of contracting managed care plans. The OAC rule
5101:3-26-07(C) requires MCPs to submit data and information as requested by
ODJFS or its designee for the annual external quality review.

Two information sources are integral to these studies: encounter data and
medical records. Because encounter data is used to draw samples for the clinical
studies, quality must be sufficient to ensure valid sampling.

<PAGE>

Appendix L
Page 13

An adequate number of medical records must then be retrieved from providers and
submitted to ODJFS or its designee in order to generalize results to all
applicable members. To aid MCPs in achieving the required medical record
submittal rate, ODJFS will give at least an eight week period to retrieve and
submit medical records.

If an MCP does not complete a study because either their encounter data is of
insufficient quality or too few medical records are submitted, accurate
evaluation of clinical quality in the study area cannot be determined for the
individual MCP and the assurance of adequate clinical quality for the program as
a whole is jeopardized.

3.a.     INDEPENDENT EXTERNAL QUALITY REVIEW

Measure: The independent external quality review covers both administrative and
clinical focus areas of study.

Report Period: The report period is one year. Results are calculated and
performance is monitored annually. Performance is measured with each review.

Data Quality Standard 1: Sufficient encounter data quality in each study area to
draw a sample as determined by the external quality review organization

Penalty for noncompliance with Data Quality Standard 1: For each study that is
completed during this contract period, if an MCP is noncompliant with the
standard, ODJFS will impose a non-refundable $10,000 monetary sanction.

Data Quality Standard 2: A minimum record submittal rate of 85 percent for each
clinical measure.

Penalty for noncompliance for Data Quality Standard 2: For each study that is
completed during this contract period, if an MCP is noncompliant with the
standard, ODJFS will impose a non-refundable $10,000 monetary sanction.

4.       MEMBERS'PCP DATA

Data Quality Submission Requirement: The MCP must submit a Members' Designated
PCP Data files on a monthly basis according to the specifications established in
ODJFS Members' PCP Data File and Submission Specifications.

Penalty for noncompliance: See Appendix N, Compliance Assessment System, for the
penalty for noncompliance with this requirement.

<PAGE>

Appendix L
Page 14

5.       APPEALS AND GRIEVANCES DATA

Pursuant to OAC rule 5101:3-26-08.4, MCPs are required to submit information at
least monthly to ODJFS regarding appeal and grievance activity. ODJFS requires
these submissions to be in an electronic data file format pursuant to the Appeal
File and Submission Specifications and Grievance File and Submission
Specifications.

The appeal data file and the grievance data file must include all appeal and
grievance activity, respectively, for the previous month, and must submitted by
the ODJFS-specified due date. These data files must be submitted in the
ODJFS-specified format and with the ODJFS-specified filename in order to be
successfully processed.

Penalty for noncompliance: MCPs who fail to submit their monthly electronic data
files to the ODJFS by the specified due date or who fail to resubmit, by no
later than the end of that month, a file which meets the data quality
requirements will be subject to penalty as stipulated under the Compliance
Assessment System (Appendix N).

6.       NOTES

6.a.     PENALTIES, INCLUDING MONETARY SANCTIONS, FOR NONCOMPLIANCE

Penalties for noncompliance with standards outlined in this appendix, including
monetary sanctions, will be imposed as the results are finalized. Penalties for
noncompliance on an individual measure for each period compliance is determined
in this appendix will not exceed $300,000. With the exception of Sections 1.a.i.
and 1.a.v., no monetary sanctions described in this appendix will be imposed if
the MCP is in its first contract year of Medicaid program participation.

Refundable monetary sanctions will be based on the premium payment in the month
of the cited deficiency and due within 30 days of notification by ODJFS to the
MCP of the amount. Any monies collected through the imposition of such a
sanction will be returned to the MCP (minus any applicable collection fees owed
to the Attorney General's Office, if the MCP has been delinquent in submitting
payment) after the MCP has demonstrated full compliance with the particular
program requirement and the violations/deficiencies are resolved to the
satisfaction of ODJFS. If an MCP does not comply within two years of the date of
notification of noncompliance, then the monies will not be refunded.

6.b.     COMBINED REMEDIES

If ODJFS determines that one systemic problem is responsible for multiple
deficiencies, ODJFS may impose a combined remedy which will address all areas of
deficient performance. The total fines assessed in any one month will not exceed
15% of the MCP's monthly premium payment.

<PAGE>

Appendix L
Page 15

6.c.     MEMBERSHIP FREEZES

MCPs found to have a pattern of repeated or ongoing noncompliance may be subject
to a membership freeze.

6.d.     RECONSIDERATION

Requests for reconsideration of monetary sanctions and enrollment freezes may be
submitted as provided in Appendix N, Compliance Assessment System.

6.e.     CONTRACT TERMINATION, NONRENEWALS, OR DENIALS

Upon termination either by the MCP or ODJFS, nonrenewal, or denial of an MCP
provider agreement, all previously collected refundable monetary sanctions will
be retained by ODJFS.

<PAGE>

                                   APPENDIX M

                             PERFORMANCE EVALUATION

This appendix establishes minimum performance standards for managed care plans
(MCPs) in key program areas. The intent is to maintain accountability for
contract requirements. Performance will be evaluated in the categories of
Quality of Care, Access, Consumer Satisfaction, and Administrative Capacity.
Each performance measure has an accompanying minimum performance standard. MCPs
with performance levels below the minimum performance standards will be required
to take corrective action. Selected measures in this appendix will be used to
determine incentives as specified in Appendix O, Performance Incentives.

1.       QUALITY OF CARE

1.a.     INDEPENDENT EXTERNAL QUALITY REVIEW

In accordance with federal law and regulations state Medicaid agencies must
annually provide for an external review of the quality outcomes and timeliness
of, and access to, services provided by Medicaid-contracting MCPs (42 CFR
438.204(d)). The external review assist the state in assuring MCP compliance
with program requirements and facilitates the collection of accurate and
reliable information concerning MCP performance.

Measure: The independent external quality review covers both an administrative
component and clinical focus areas of study. The overall score is weighted to
emphasize clinical performance.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the reviews that are finalized during SFY 2004.

Minimum Performance Standard 1: A minimum score of 75% for each clinical study
and the administrative component.

Action Required for Noncompliance with the Minimum Performance Standard 1: For
all studies that are finalized during this contract period, if an MCP is
noncompliant with the standard, then the MCP is required to complete a
Performance Improvement Project, as described in Appendix K, Quality Assessment
and Performance Improvement Program, to address the area(s) of noncompliance.

Minimum Performance Standard 2: Each MCP must achieve an overall score of at
least 75%.

Penalty for Noncompliance with the Minimum Performance Standard 2: A serious
deficiency may result in immediate termination or nonrenewal of the provider
agreement. (Examples of a external quality review serious deficiency is a score
of less than 75 percent for each clinical study or a score of less than 75
percent for the administrative component with a score of less than 75 percent on
the preponderance of clinical studies).

<PAGE>

Appendix M
Page 2

1.b.     CHILDREN WITH SPECIAL HEALTH CARE NEEDS (CSHCN)

In order to ensure state compliance with federal requirements under the 1915(b)
Medicaid managed care waiver program authority, as well as the provisions of 42
CFR 438.208, the Bureau of Managed Health Care established Children with Special
Health Care Needs (CSHCN) basic program requirements in Appendix G, Coverage and
Services, and corresponding minimum performance standards as described below.
The purpose of these measures is to improve identification and screening, assure
a thorough and comprehensive assessment, and provide appropriate and targeted
case management services to CSHCN. For a comprehensive description of the CSHCN
measures below, see ODJFS Methods for Children with Special Health Care Needs
Performance Measures.

Data Submission Requirement and Performance Measures Exceptions: Screening and
assessment files are not required to be submitted to ODJFS as described in
Appendix G, Coverage and Services, and measures pertaining to the screening and
assessment of newly-enrolled children as described in this Appendix, Sections
1.b.i. and ii do not apply if an MCP meets one of the two following criteria:

         -        An MCP meets the performance target of 5.0% for the Case
                  Management of Newly-Enrolled Children measure as described in
                  Section 1.b.iii.; or

         -        An MCP meets the 60% minimum performance standard for the
                  Identification of Newly-Enrolled Children with Special Health
                  Care Needs measure as described in Section 1.b.i, and during
                  the same evaluation period meet the 85% minimum performance
                  standard for the Assessment of Newly-Enrolled Children measure
                  as described in Section 1.b.ii.

The frequency of measurement to determine this reporting and performance
measures exception is monthly and is based on a six month rolling period.

1.b.i    IDENTIFICATION OF NEWLY-ENROLLED CHILDREN WITH SPECIAL HEALTH CARE
         NEEDS

Measure: The adjusted percentage of newly-enrolled children 6 months and over
and under 21 years of age that are identified within 60 days of the effective
date of enrollment, of those children expected to be screened.

Note: See Appendix G.ii., for identification methods. For all newly-enrolled
members who were not screened at the time of enrollment by the Selection
Services Contractor (SSC) and are not identified as CSHCN through an
administrative review, MCPs must use the ODJFS CSHCN Screening Questions to
identify potential CSHCN.

Note: This measure was transitioned from a data quality measure in SFY 2003 to a
performance measure for SFY 2004 and thereafter.

<PAGE>

Appendix M
Page 3

Report Period: The first report period using the revised methods is January -
June, 2003. For the SFY 2004 contract period, performance will be evaluated
using the January - June, 2003 and July - December, 2003 report periods. For the
SFY 2005 contract period, performance will be evaluated using the January -
June, 2004 and July - December, 2004 report periods.

Minimum Performance Standard:  A minimum adjusted screening rate of 60%.

Penalty for Noncompliance: If the MCP is noncompliant with the standard for the
first time in contract year SFY 2004, ODJFS will issue a Sanction Advisory
informing the MCP that any future noncompliance instances with the standard for
this measure will result in ODJFS imposing a monetary sanction. For MCPs that
were determined to be noncompliant with this standard during contract year SFY
2003, or for MCPs that are determined to be noncompliant in contract year SFY
2004, upon all subsequent semi-annual measurements of performance, if an MCP is
again determined to be noncompliant with the standard, ODJFS will impose a
monetary sanction (see Section 5) of one half of one percent of the current
month's premium payment. Once the MCP is performing at standard levels and the
violations/deficiencies are resolved to the satisfaction of ODJFS, the money
will be refunded.

1.b.ii.  ASSESSMENT OF NEWLY-ENROLLED CHILDREN

Measure: The adjusted percentage of newly-enrolled children 6 months and over
and under 21 years of age with a positive identification that are assessed
within 120 days of the effective date of enrollment, of those members expected
to be assessed.

Report Period: The first report period using the revised methods is January -
June, 2003. For the SFY 2004 contract period, performance will be evaluated
using the January - June, 2003 and July - December 2003 report periods. For the
SFY 2005 contract period, performance will be evaluated using the January -
June, 2004 and July - December 2004 report periods.

Minimum Performance Standard:  A minimum adjusted assessment rate of 85%.

Penalty for Noncompliance: The first time an MCP is noncompliant with a standard
for this measure, ODJFS will issue a Sanction Advisory informing the MCP that
any future noncompliance instances with the standard for this measure will
result in ODJFS imposing a monetary sanction. Upon all subsequent semiannual
measurements of performance, if an MCP is again determined to be noncompliant
with the standard, ODJFS will impose a monetary sanction (see Section 5) of one
half of one percent of the current month's premium payment. Once the MCP is
performing at standard levels and the violations/deficiencies are resolved to
the satisfaction of ODJFS, the money will be refunded.

1.b.iii. CASE MANAGEMENT OF NEWLY-ENROLLED CHILDREN

Measure: The percent of newly-enrolled children 6 months and over and under 21
years of age that receive case management services.
<PAGE>
Appendix M
Page 4

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the September, 2002 - February, 2003, report period. Thereafter rolling
semiannual periods will be used to determine screening and assessment reporting
exemptions.

Minimum Performance Standard:  A minimum case management rate of 5.0%.

Note: There is not a performance standard or penalty for noncompliance for this
measure. This measure will be used to determine whether MCPs are required to
submit screening and assessment files and if measures pertaining to the
screening and assessment of new members will be applied (see Section 1. b.).

1.b.iv. CASE MANAGEMENT OF CHILDREN

Measure: The average monthly case management rate for children 6 months and over
and under 21 years of age.

Report Period and Frequency of Measurement: For the SFY 2004 contract period, a
baseline level of performance will be set using the July-December, 2003 report
period. For the SFY 2005 contract period, performance will be evaluated using
the January-June, 2004 and July-December, 2004 report periods.

Performance Target: A minimum case management rate of 5.0%.

Minimum Performance Standard: For results that are below the performance target
the performance standard is an improvement level that results in a 20% decrease
between the target and the previous reporting periods results. For MCPs that
reach or surpass the performance target, then the standard is to keep the
results at or above the performance target.

Penalty for Noncompliance: The first time an MCP is noncompliant with a standard
for this measure, ODJFS will issue a Sanction Advisory informing the MCP that
any future noncompliance instances with the standard for this measure will
result in ODJFS imposing a monetary sanction. Upon all subsequent semi-annual
measurements of performance, if an MCP is again determined to be noncompliant
with the standard, ODJFS will impose a monetary sanction (see Section 5) of one
half of one percent of the current months premium payment. Once the MCP is
performing at standard levels and the violations/deficiencies are resolved to
the satisfaction of ODJFS, the money will be refunded.

1.b.v. CASE MANAGEMENT OF NEWLY-ENROLLED CHILDREN WITH ODJFS-MANDATED CONDITIONS

Measure: The percentage of newly-enrolled children 6 months and over and under
21 years of age with a positive assessment for the ODJFS-mandated case
management conditions of asthma and diabetes that are case managed.

Report Period for the Asthma & Diabetes Mandated Conditions: For the SFY 2004
contract period, performance results will be reported for the July-December
2002 report period.

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Appendix M
Page 5

This is the final report period to be monitored. Note the following exception
for MCPs exempt from submitting screening and assessment files (see Section
1.b.): For MCPs meeting the performance target of 5.0% for the Case Management
of Newly-Enrolled Children measure prior to July 1, 2003, performance will be
evaluated using the July-September, 2002 report period.

Minimum Performance Standard: A minimum case management rate of 70%.

Determination of Incentives: The MCP's performance on this measure will be used
in determining the MCP's overall performance level in contract period SFY 2003.
In determining the status of the at risk amount for the contract period SFY 2003
and any additional incentive payments, only results for the asthma condition for
this measure will be used.

1.b.vi. CASE MANAGEMENT OF CHILDREN WITH AN ODJFS-MANDATED CONDITION

Measure 1: The percent of children 6 months and over and under 21 years of age
with a positive identification through an ODJFS administrative review of data
for the ODJFS-mandated case management condition of asthma that are case
managed.

Report Period: For the SFY 2004 contract period, a baseline level of performance
will be set using the January-March, 2004 report period. For the SFY 2005
contract period, performance will be evaluated using the July-September, 2004
and January-March, 2005 report periods.

Measure 2: The percent of children under 17 years of age with a positive
identification through an ODJFS administrative review of data for the
ODJFS-mandated case management condition of teen pregnancy.

Report Period: For the SFY 2004 contract period, a baseline level of performance
will be set using the January-June, 2004 report period. For the SFY 2005
contract period, performance will be evaluated using the July-December, 2004
report period.

Measure 3: The percent of children 6 months and over and under 21 years of age
with a positive identification through an ODJFS administrative review of data
for the ODJFS-mandated case management condition of HIV/AIDS that are case
managed.

Report Period: For the SFY 2004 contract period, performance results will be
reported for January-March, 2003 and July-September, 2003. A baseline level of
performance will be set using the January-March, 2004 report period. For the SFY
2005 contract period, performance will be evaluated using the July-September,
2004 and January-March, 2005 report periods.

Performance Target for Measures 1, 2, and 3: A minimum case management rate of
80%.

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Appendix M
Page 6

Minimum Performance Standard for Measures 1, 2, and 3: For results that are
below the performance target the performance standard is an improvement level
that results in a 20% decrease between the target and the previous reporting
periods results. For MCPs that reach or surpass the performance target, then the
standard is to keep the results at or above the performance target.

Penalty for Noncompliance: The first time an MCP is noncompliant with the
standard for measures 1 or 2, ODJFS will issue a Sanction Advisory informing the
MCP that any future noncompliance instances with the standard for this measure
will result in ODJFS imposing a monetary sanction. Upon all subsequent
semi-annual measurements of performance, if an MCP is again determined to be
noncompliant with the standard for measures 1 or 2, ODJFS will impose a monetary
sanction (see Section 5) of one half of one percent of the current months
premium payment. Once the MCP is performing at standard levels and the
violations/deficiencies are resolved to the satisfaction of ODJFS, the money
will be refunded. Note: For SFY 2004, measure 3 is a reporting-only measure. For
SFY 2005, penalties will be applied for noncompliance with the minimum
performance standard for measure 3.

1.c. CLINICAL PERFORMANCE MEASURES

MCP performance will be assessed based on the analysis of submitted encounter
data for each year. For certain measures, standards are established; the
identification of these standards is not intended to limit the assessment of
other indicators for performance improvement activities. Performance on multiple
measures will be assessed and reported to the MCPs and others, including
Medicaid consumers.

The clinical performance measures described below closely follow the National
Committee for Quality Assurance's Health Plan Employer Data and Information Set
(HEDIS). Minor adjustments to HEDIS measures were required to account for the
differences between the commercial population and the Medicaid population such
as shorter and interrupted enrollment periods. For a comprehensive description
of the clinical performance measures below, see ODJFS Methods for Clinical
Performance Measures.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the January-December, 2003 report period for the clinical performance
measures. For the SFY 2005 contract period, performance will be evaluated using
the January-December, 2004 report period.

1.c.i. PERINATAL CARE-FREQUENCY OF ONGOING PRENATAL CARE

Measure: The percentage of enrolled women with a live birth during the year who
received the expected number of prenatal visits. The number of observed versus
expected visits will be adjusted for length of enrollment.

Target: 80% of the eligible population must receive 81% or more of the expected
number of prenatal visits.

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Appendix M
Page 7

Minimum Performance Standard: The level of improvement must result in at least a
10% decrease in the difference between the target and the previous report
period's results. (For example, if last year's results were 20%, then the
difference between the target and last year's results is 60%. In this example,
the standard is an improvement in performance of 10% of this difference or 6%.
In this example, results of 26% or better would be compliant with the standard.)

Action Required for Noncompliance: If the standard is not met and the results
are below 42%, then the MCP is required to complete a Performance Improvement
Project, as described in Appendix K, Quality Assessment and Performance
Improvement Program, to address the area of noncompliance.

If the standard is not met and the results are at or above 42%, then ODJFS will
issue a Quality Improvement Directive which will notify the MCP of noncompliance
and may outline the steps that the MCP must take to improve the results.

1.c.ii. PERINATAL CARE-INITIATION OF PRENATAL CARE

Measure: The percentage of enrolled women with a live birth during the year who
had a prenatal visit within 42 days of enrollment or by the end of the first
trimester for those women who enrolled in the MCP during the early stages of
pregnancy.

Target: 90% of the eligible population initiate prenatal care within the
specified time.

Minimum Performance Standard: The level of improvement must result in at least a
10% decrease in the difference between the target and the previous year's
results.

Action Required for Noncompliance: If the standard is not met and the results
are below 71%, then the MCP is required to complete a Performance Improvement
Project, as described in Appendix K, Quality Assessment and Performance
Improvement Program, to address the area of noncompliance. If the standard is
not met and the results are at or above 71%, then ODJFS will issue a Quality
Improvement Directive which will notify the MCP of noncompliance and may outline
the steps that the MCP must take to improve the results.

1.c.iii. PERINATAL CARE-LOW BIRTH WEIGHT

NOTE: This measure will be replaced by the measure described in 1.c.viii., Lead
Screening. Beginning with contract year SFY 2005, there will no longer be a
performance standard or action required for the low birth weight measure.

Measure: The percentage of women enrolled in the MCP who delivered a low birth
weight (less than 2500 grams) baby.

Target: A maximum of 6% of the eligible women deliver a low birth weight baby.

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Appendix M
Page 8

Minimum Performance Standard: The standard is a level of improvement resulting
in at least a 5% decrease in the difference between the target and the previous
year's results. (For example, if last year's results were 8%, then the
difference between the target and last year's results is 2%. In this example,
the standard is an improvement in performance of 5% of this difference or 0.1%.
In this example, results of 7.9% or lower would be compliant with the standard.)
For contract year 2005 and thereafter, there is no longer a performance standard
for this measure.

Action Required for Noncompliance: If the standard is not met and the results
are above 7.6%, then the MCP is required to complete a Performance Improvement
Project, as described in Appendix K, Quality Assessment and Performance
Improvement Program, to address the area of noncompliance. If the standard is
not met and the results are at or below 7.6%, then ODJFS will issue a Quality
Improvement Directive which will notify the MCP of noncompliance and may outline
the steps that the MCP must take to improve the results.

1.c.iv. PERINATAL CARE-POSTPARTUM CARE

Measure: The percentage of women who delivered a live birth who had a postpartum
visit on or between 21 days and 56 days after delivery.

Target: At least 80% of the eligible population must receive a postpartum visit.

Minimum Performance Standard: The level of improvement must result in at least a
5% decrease in the difference between the target and the previous year's
results.

Action Required for Noncompliance: If the standard is not met and the results
are below 48%, then the MCP is required to complete a Performance Improvement
Project, as described in Appendix K, Quality Assessment and Performance
Improvement Program, to address the area of noncompliance. If the standard is
not met and the results are at or above 48%, then ODJFS will issue a Quality
Improvement Directive which will notify the MCP of noncompliance and may outline
the steps that the MCP must take to improve the results.

1.c.v. PREVENTIVE CARE FOR CHILDREN-WELL-CHILD VISITS

Measure: The percentage of children who received the expected number of
well-child visits adjusted by age and enrollment. The expected number of visits
is as follows:

Children who turn 15 months old: six or more well-child visits.

Children who were 3, 4, 5, or 6, years old: one or more well-child visits.

Children who were 12 through 21 years old: one or more well-child visits.

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Appendix M
Page 9

Target: At least 80% of the eligible children receive the expected number of
well-child visits.

Minimum Performance Standard for Each of the Age Groups: The level of
improvement must result in at least a 10% decrease in the difference between the
target and the previous year's results.

Action Required for Noncompliance (15 month old age group): If the standard is
not met and the results are below 34%, then the MCP is required to complete a
Performance Improvement Project, as described in Appendix K, Quality Assessment
and Performance Improvement Program, to address the area of noncompliance. If
the standard is not met and the results are at or above 34%, then ODJFS will
issue a Quality Improvement Directive which will notify the MCP of noncompliance
and may outline the steps that the MCP must take to improve the results.

Action Required for Noncompliance (3-6 year old age group): If the standard is
not met and the results are below 50%, then the MCP is required to complete a
Performance Improvement Project, as described in Appendix K, Quality Assessment
and Performance Improvement Program, to address the area of noncompliance. If
the standard is not met and the results are at or above 50%, then ODJFS will
issue a Quality Improvement Directive which will notify the MCP of noncompliance
and may outline the steps that the MCP must take to improve the results.

Action Required for Noncompliance (12-21 year old age group): If the standard is
not met and the results are below 30%, then the MCP is required to complete a
Performance Improvement Project, as described in Appendix K, Quality Assessment
and Performance Improvement Program, to address the area of noncompliance. If
the standard is not met and the results are at or above 30%, then ODJFS will
issue a Quality Improvement Directive which will notify the MCP of noncompliance
and may outline the steps that the MCP must take to improve the results.

1.c.vi. USE OF APPROPRIATE MEDICATIONS FOR PEOPLE WITH ASTHMA

Measure: The percentage of members with persistent asthma who were enrolled for
at least 11 months with the plan during the year and who received prescribed
medications acceptable as primary therapy for long-term control of asthma.

Target: 80% of the eligible population must receive the recommended medications.

Minimum Performance Standard: The level of improvement must result in at least a
10% decrease in the difference between the target and the previous year's
results.

Action Required for Noncompliance: If the standard is not met and the results
are below 54%, then the MCP is required to complete a Performance Improvement
Project, as described in Appendix K, Quality Assessment and Performance
Improvement Program, to address the area of noncompliance. If the standard is
not met and the results are at or above 54%, then ODJFS will issue a Quality
Improvement Directive which will notify the MCP of noncompliance and may outline
the steps that the MCP must take to improve the results.

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Appendix M
Page 10

1.c.vii. ANNUAL DENTAL VISITS

Measure: The percentage of enrolled members age 4 through 21 who were enrolled
for at least 11 months with the plan during the year and who had at least one
dental visit during the year.

Target: At least 60% of the eligible population receive a dental visit.

Minimum Performance Standard: The level of improvement must result in at least a
10% decrease in the difference between the target and the previous year's
results.

Action Required for Noncompliance: If the standard is not met and the results
are below 40%, then the MCP is required to complete a Performance Improvement
Project, as described in Appendix K, Quality Assessment and Performance
Improvement Program, to address the area of noncompliance. If the standard is
not met and the results are at or above 40%, then ODJFS will issue a Quality
Improvement Directive which will notify the MCP of noncompliance and may outline
the steps that the MCP must take to improve the results.

1.c.viii. LEAD SCREENING

NOTE: For contract year SFY 2004 this is a reporting measure only. This measure
will replace the Perinatal Care-Birth Weight measure described in Section
I.c.iii. of this Appendix in contract year SFY 2005.

Measure: The percentage of one and two year olds who received a blood lead
screening by age group.

Target: At least 80% of the eligible population receive a blood lead screening.

Minimum Performance Standard for Each of the Age Groups: For contract year SFY
2004, there is no performance standard. For contract year SFY 2005 and
thereafter, the level of improvement must result in at least a 10% decrease in
the difference between the target and the previous year's results.

Action Required for Noncompliance (1 year olds): For contract year SFY 2004,
there is no action required. For contract year SFY 2005 and thereafter, if the
standard is not met and the results are below 45% then the MCP is required to
complete a Performance Improvement Project, as described in Appendix K, Quality
Assessment and Performance Improvement Program, to address the area of
noncompliance. If the standard is not met and the results are at or above 45%,
then ODJFS will issue a Quality Improvement Directive which will notify the MCP
of noncompliance and may outline the steps that the MCP must take to improve the
results.

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Appendix M
Page 11

Action Required for Noncompliance (2 year olds): For contract year SFY 2004,
there is no action required. For contract year SFY 2005 and thereafter, if the
standard is not met and the results are below 35% then the MCP is required to
complete a Performance Improvement Project, as described in Appendix K, Quality
Assessment and Performance Improvement Program, to address the area of
noncompliance. If the standard is not met and the results are at or above 35%,
then ODJFS will issue a Quality Improvement Directive which will notify the MCP
of noncompliance and may outline the steps that the MCP must take to improve the
results.

2. ACCESS

Performance in the Access category will be determined by the following measures:
Primary Care Physician (PCP) Turnover, Childrens Access to Primary Care, and
Adults Access to Preventive/Ambulatory Health Services. For a comprehensive
description of the access performance measures below, see ODJFS Methods for
Access Performance Measures.

2.a. PCP TURNOVER

A high PCP turnover rate may affect continuity of care and may signal poor
management of providers. However, some turnover may be expected when MCPs end
contracts with physicians who are not adhering to the MCP's standard of care.
Therefore, this measure is used in conjunction with the children and adult
access measures to assess performance in the access category.

Measure: The percentage of primary care physicians affiliated with the MCP as of
the beginning of the measurement year who were not affiliated with the MCP as of
the end of the year.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the January-December, 2003 report period. For the SFY 2005 contract
period, performance will be evaluated using the January-December, 2004 report
period.

Minimum Performance Standard: A maximum PCP Turnover rate of 18 percent.

Action Required for Noncompliance: MCPs are required to perform a causal
analysis of the high PCP turnover rate and assess the impact on timely access to
health services, including continuity of care. If access has been reduced or
coordination of care affected, then the MCP must develop and implement an action
plan to address the findings.

2.b. CHILDREN'S ACCESS TO PRIMARY CARE

This measure indicates whether children aged 12 months to 11 years are accessing
PCPs for sick or well-child visits.

Measure: The percentage of members age 12 months to 11 years who had a visit
with an MCP PCP-type provider.

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Appendix M
Page 12

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the January-December, 2003 report period. For the SFY 2005 contract
period, performance will be evaluated using the January-December, 2004 report
period.

Minimum Performance Standard: 70% of the children must receive a visit.

Penalty for Noncompliance: If an MCP is noncompliant with the Minimum
Performance Standard, then the MCP must develop and implement a corrective
action plan.

2.c. ADULTS' ACCESS TO PREVENTIVE/AMBULATORY HEALTH SERVICES

This measure indicates whether adult members are accessing health services.

Measure: The percentage of members age 20 and older who had an ambulatory or
preventive-care visit.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the January-December, 2003 report period. For the SFY 2005 contract
period, performance will be evaluated using the January-December, 2004 report
period.

Minimum Performance Standard : 65% of the adults must receive a visit.

Penalty for Noncompliance: If an MCP is noncompliant with the Minimum
Performance Standard, then the MCP must develop and implement a corrective
action plan.

3. CONSUMER SATISFACTION

In accordance with federal requirements and in the interest of assessing
enrollee satisfaction with MCP performance, ODJFS periodically conducts
independent consumer satisfaction surveys. Results are used to assist in
identifying and correcting MCP performance overall and in the areas of access,
quality of care, and member services. Performance in this category will be
determined by the overall satisfaction score. For a comprehensive description of
the Consumer Satisfaction performance measure below, see ODJFS Methods for
Consumer Satisfaction Performance Measures.

Measure: Overall Satisfaction with MCP: The average rating of the respondents to
the Consumer Satisfaction Survey who were asked to rate their overall
satisfaction with their MCP. The results of this measure are reported annually.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the results from the most recent annual survey performed.

Minimum Performance Standard: An average score of no less than 7.0.

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Appendix M
Page 13

Penalty for noncompliance: If an MCP is determined noncompliant with the Minimum
Performance Standard, then the MCP must develop a corrective action plan and
provider agreement renewals may be affected.

4. ADMINISTRATIVE CAPACITY

The ability of an MCP to meet administrative requirements has been found to be
both an indicator of current plan performance and a predictor of future
performance. Deficiencies in administrative capacity make the accurate
assessment of performance in other categories difficult, with findings
uncertain. Performance in this category will be determined by the Compliance
Assessment System, assessment of enrollees screened positive for special health
needs, and the emergency department diversion program. For a comprehensive
description of the Administrative Capacity performance measures below, see ODJFS
Methods for Administrative Capacity Performance Measures.

4.a. COMPLIANCE ASSESSMENT SYSTEM

Measure: The number of points accumulated for one contract year (one state
fiscal year) through the Compliance Assessment System.

Report Period: For the SFY 2004 contract period, performance will be evaluated
using the July, 2003 - June, 2004 report period. This measure will only apply to
incentives applicable to SFY 2003. The method for determining incentives for SFY
2004 will not include this measure (see Appendix O, Performance Incentives).

Minimum Performance Standard: No more than 25 points

Penalty for Noncompliance: Penalties for points are established in Appendix N,
Compliance Assessment System.

4.b. EMERGENCY DEPARTMENT DIVERSION

Managed care plans must provide access to services in a way that assures access
to primary and urgent care in the most effective settings and minimizes
inappropriate utilization of emergency department (ED) services. MCPs are
required to identify high utilizers of ED services and implement action plans
designed to minimize inappropriate ED utilization.

Measure: The percentage of members who had four or more ED visits during the six
month reporting period.

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Appendix
M Page 14

Report Period: For the SFY 2004 contract period this measure will have two
applicable report periods because the lag time from the end of the report period
to the issuance of the report is transitioning from six to three months. For the
first report period for contract period SFY 2004, a baseline level of
performance was set using the January-June, 2002 report period. Performance for
the first report period for the SFY 2004 contract period will be evaluated using
the July-December, 2002 report period. For the second report period of the SFY
2004 contract period, a baseline level of performance will be set using the
January-June, 2003 report period. Performance for the second report period for
the SFY 2004 contract period will be evaluated using the July-December, 2003
report period. For the SFY 2005 contract period, a baseline level of performance
will be set using the January-June, 2004 report period. Performance for the SFY
2005 contract period will be evaluated using the July-December, 2004 report
period.

Minimum Performance Standard: For contract period SFY 2004, the minimum
performance standard for the first report period (July-December, 2002) is 2.0%.
For second report period of contract period SFY 2004 (July-December, 2003), the
minimum performance standard is 1.5%. For report period of contract period SFY
2005 (July-December, 2004), the minimum performance standard is 1.0%.

Penalty for Noncompliance: If the MCP is noncompliant with the minimum
performance standard, then the MCP must develop a corrective action plan, for
which ODJFS may direct the MCP to develop the components of their EDD program as
specified by ODJFS.

5. NOTES

5.a. REPORT PERIODS

Unless otherwise noted, the most recent report or study finalized prior to the
end of the contract period will be used in determining the MCPs performance
level for that contract period.

5.b. MONETARY SANCTIONS

Penalties for noncompliance with individual standards in this appendix will be
imposed as the results are finalized. Penalties for noncompliance with
individual standards for each period compliance is determined in this appendix
will not exceed $250,000.

Refundable monetary sanctions will be based on the capitation payment in the
month of the cited deficiency and due within 30 days of notification by ODJFS to
the MCP of the amount. Any monies collected through the imposition of such a
sanction would be returned to the MCP (minus any applicable collection fees owed
to the Attorney Generals Office, if the MCP has been delinquent in submitting
payment) after they have demonstrated improved performance in accordance with
this appendix. If an MCP does not comply within two years of the date of
notification of noncompliance, then the monies will not be refunded.

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Appendix M
Page 15

5.c. COMBINED REMEDIES

If ODJFS determines that one systemic problem is responsible for multiple
deficiencies, ODJFS may impose a combined remedy which will address all areas of
deficient performance. The total fines assessed in any one month will not exceed
15% of the MCPs monthly capitation.

5.d. ENROLLMENT FREEZES

MCPs found to have a pattern of repeated or ongoing noncompliance may be subject
to an enrollment freeze.

5.e. RECONSIDERATION

Requests for reconsideration of monetary sanctions and enrollment freezes may be
submitted as provided in Appendix N, Compliance Assessment System.

5.f. CONTRACT TERMINATION, NONRENEWALS OR DENIALS

Upon termination, nonrenewal or denial of an MCP contact, all monetary sanctions
collected under this appendix will be retained by ODJFS. The at-risk amount paid
to the MCP under the current provider agreement will be returned to ODJFS in
accordance with Appendix P, Terminations, of the provider agreement.

<PAGE>

                                   APPENDIX N

                       COMPLIANCE ASSESSMENT SYSTEM (CAS)

The compliance assessment system (CAS) is designed to improve the quality of
each MCP's performance through a progressive series of actions taken by ODJFS to
address identified failures to meet certain program requirements. The CAS
assesses progressive remedies with specified values (occurrences or points)
assigned for certain documented failures to satisfy the deliverables required by
the provider agreement. Remedies are progressive based upon the severity of the
violation, or a repeated pattern of violations. Progressive measures that
recognize and monitor continuous quality improvement efforts enable both ODJFS
and the MCPs to determine performance consistently across MCPs over time.

The CAS focuses on noncompliance with clearly identifiable deliverables and
occurrences/points are only assessed in documented and verified instances of
noncompliance. The CAS does not replace ODJFS' ability to require corrective
action plans (CAPs) and program improvements, or to impose any of the sanctions
specified in Ohio Administrative Code (OAC) rule 5101:3-26-10, including the
proposed termination, amendment, or nonrenewal of the MCP's provider agreement
in certain circumstances.

The CAS does not include categories which require subjective assessments or
which are not under the MCP's control. Documented violations in the categories
specified in this appendix will result in the assessment of occurrences and
points, with point values proportional to the severity of the violation. This
approach allows the accumulated point total to reflect both patterns of less
serious violations as well as less frequent, more serious violations.

As stipulated in OAC rule 5101:3-26-10(F), regardless of whether ODJFS imposes a
sanction, MCPs are required to initiate corrective action for any MCP program
violations or deficiencies as soon as they are identified by the MCP or ODJFS.

Corrective Action Plans (CAPs) - MCPs may be required to develop CAPs for any
instance of noncompliance, and CAPs are not limited to actions taken under the
CAS. All CAPs requiring ongoing activity on the part of an MCP to ensure their
compliance with a program requirement remain in effect for the next provider
agreement period. In situations where ODJFS has already determined the specific
action which must be implemented by the MCP or if the MCP has failed to submit
an ODJFS-approvable CAP, ODJFS may require the MCP to comply with an
ODJFS-developed or "directed" CAP.

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Appendix N
Page 2

Occurrences and Points - Occurrences and points are defined and applied as
follows:

Occurrences -- Failures to meet program requirements, including but not limited
to, noncompliance with administrative requirements.

         Examples:         - Use of unapproved/unapprovable marketing materials.

                           - Failure to attend a required meeting.

                           - Second failure to meet a call center standard.

5 Points -- Failures to meet program requirements, including but not limited to,
actions which could impair the member's ability to access information regarding
services in a timely manner or which could impair a member's rights.

         Examples:         - 24-hour call-in system is not staffed by medical
                             personnel.

                           - Failure to notify a member of their right to a
                             state hearing when the MCP proposes to deny,
                             reduce, suspend or terminate a Medicaid-covered
                             service.

                           - Failure to appropriately notify ODJFS of provider
                             panel terminations.

10 Points -- Failures to meet program requirements, including but not limited
to, actions which could affect the ability of the MCP to deliver or the member
to access covered services.

         Examples:         - Failure to comply with the minimum provider panel
                             requirements  specified in Appendix H.

                           - Failure to provide medically-necessary Medicaid
                             covered services to members.

                           - Failure to meet the electronic claims adjudication
                             requirements.

Failure to submit or comply with CAPs will be assessed occurrences or points
based on the nature of the violation under correction.

In order to reflect appropriately the impact of repeated violations, the
following also applies:

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Appendix N
Page 3

         After accumulating a total of three occurrences within the accumulation
         period, all subsequent occurrences during the period will be assessed
         as 5-point violations, regardless of the number of 5-point violations
         which have been accrued by the MCP.

         After accumulating a total of three 5-point violations within the
         accumulation period, all subsequent 5-point violations during the
         period will be assessed as 8-point violations, except as specified
         above.

         After accumulating a total of two 10-point violations within the
         accumulation period, all subsequent 10-point violations during the
         period will be assessed as 15-point violations.

Occurrences and points will accumulate over the duration of the provider
agreement. With the beginning of a new provider agreement, the MCP will begin
the new accumulation period with a score of zero unless the MCP has accrued a
total of 55 points or more during the prior provider agreement period. Those
MCPs who have accrued a total of 55 points or more during the provider agreement
will carry these points over for the first three months of their next provider
agreement. If the MCP does not accrue any additional points during this
three-month period the MCP will then have their point total reduced to zero and
continue on in the new accumulation period. If the MCP does accrue additional
points during this three-month period, the MCP will continue to carry the points
accrued from the prior provider agreement plus any additional points accrued
during the new provider agreement accumulation period.

For purposes of the CAS, the date that ODJFS first becomes aware of an MCP's
program violation is considered the date on which the violation occurred.
Therefore, program violations that technically reflect noncompliance from the
previous provider agreement period will be subject to remedial action under CAS
at the time that ODJFS first becomes aware of this noncompliance.

In cases where an MCP subcontracting provider is found to have violated a
program requirement (e.g., failing to provide adequate contract termination
notice, marketing to potential members, unapprovable billing of members, etc.),
ODJFS will not assess occurrences or points if: (1) the MCP can document that
they provided sufficient notification/education to providers of applicable
program requirements and prohibited activities; and (2) the MCP takes immediate
and appropriate action to correct the problem and to ensure that it does not
happen again. Repeated incidents will be reviewed to determine if the MCP has a
systemic problem in this area, and if so, occurrences or points may be assessed.

ODJFS expects all required submissions to be received by their specified
deadline. Unless otherwise specified, late submissions will initially be
addressed through CAPs, with repeated instances of untimely submissions
resulting in escalating penalties.

<PAGE>

Appendix N
Page 4

If an MCP determines that they will be unable to meet a program deadline, the
MCP must verbally inform the designated ODJFS contact person (or their
supervisor) of such and submit a written request (by facsimile transmission) for
an extension of the deadline by no later than 3 PM on the date of the deadline
in question. Extension requests should only be submitted in situations where
unforeseeable circumstances have arisen which make it impossible for the MCP to
meet an ODJFS-stipulated deadline. Only written approval by ODJFS of a deadline
extension will preclude the assessment of a CAP, occurrence or points for
untimely submissions.

No points or occurrences will be assigned for any violation where an MCP is able
to document that the precipitating circumstances were completely beyond their
control and could not have been foreseen (e.g., a construction crew severs a
phone line, a lightning strike blows a computer system, etc.).

ODJFS will not issue a 10-point violation for failure to meet minimum provider
panel requirements if the MCP notifies ODJFS that they will voluntarily amend
their provider agreement to cease providing services to Medicaid eligibles in
the county in question.

REMEDIES

Progressive remedies will be based on the number of points accumulated at the
time of the most recent incident. Unless otherwise indicated in this appendix,
all fines issued under the CAS are nonrefundable.

         1-9 Points        Corrective Action Plan (CAP)

         10-19 Points      CAP + $2500 fine

         20-29 Points      CAP + $5000 fine

         30-39 Points      CAP + $10,000 fine

         40-69 Points      CAP + $15,000 fine

         70+ Points        Proposed Contract Termination

<PAGE>

Appendix N
Page 5

New Member Selection Freezes:

ODJFS may prohibit an MCP from receiving new membership through voluntary
selections or the assignment process (selection freeze) in one or more counties
if: (1) the MCP has accumulated a total of 20 or more points during the accrual
period; (2) the MCP fails to fully implement a CAP within the designated time
frame; or (3) circumstances exist which potentially jeopardize the MCP's
members' access to care. Examples of circumstances that ODJFS may consider as
jeopardizing member access to care include:

         -        the MCP has been found by ODJFS to be noncompliant with the
                  prompt payment requirements;

         -        the MCP has been found by ODJFS to be out of compliance with
                  the provider panel requirements specified in Appendix H; or

         -        the MCP has received notice of proposed or implemented adverse
                  action by the Ohio Department of Insurance.

Reduction of Assignments

ODJFS may reduce the number of assignments an MCP receives if ODJFS determines
that the MCP lacks sufficient administrative capacity to meet the needs of the
increased volume in membership. Examples of circumstances which ODJFS may
determine demonstrate a lack of sufficient administrative capacity include, but
are not limited to an MCP's failing to: repeatedly provide new member materials
by the member's effective date; meet the minimum call center requirements; meet
the minimum performance standards for identifying and assessing children with
special health care needs and members needing case management services; and/or
provide complete and accurate appeal/grievance, designated PCP and SACMS data
files.

Noncompliance with Electronic Adjudication:

In lieu of a nonrefundable fine, ODJFS will instead impose 10 points and a
refundable fine equal to 5% of an MCP's monthly premium payment or $300,000,
whichever is less, if ODJFS finds the MCP to be out of compliance with the
electronic claims adjudication requirement.

<PAGE>

Appendix N
Page 6

Noncompliance with Prompt Payment:

Noncompliance with prompt pay requirements as specified by ODJFS will result in
progressive penalties with penalties to be assessed on a quarterly basis. The
first violation during the contract term will result in the assessment of 5
points and submission of monthly status reports to ODJFS until the next
quarterly report is due. The second violation during the contract term will
result in the submission of monthly status reports, assessment of 10 points and
a refundable fine equal to 5% of the MCP's monthly premium payment or $300,000,
whichever is less. The refundable fine will be applied in lieu of a
nonrefundable fine and the money will be refunded by ODJFS only after the MCP
complies with the required standards for two consecutive quarters. The third and
any additional violation during the contract term, even if nonconsecutive, will
result in submission of monthly status reports, assessment of 10 points and a
refundable fine equal to 5% of the MCP's monthly premium payment or $300,000,
which ever is less. The refundable fine will be applied in lieu of a
nonrefundable fine and the money will be refunded by ODJFS only after the MCP
complies with the required standards for two consecutive quarters.

If an MCP is found to have not been in compliance with the prompt pay
requirements for any time period for which a report and signed attestation have
been submitted representing the MCP as being in compliance, the MCP will be
subject to a selection freeze of not less than three months duration.
Noncompliance with Clinical Laboratory Improvement Amendments:

Noncompliance with CLIA requirements as specified by ODJFS will result in the
assessment of a nonrefundable $1,000 fine for each documented violation.

Noncompliance with Encounter Data Submissions:

Submission of unpaid encounters (except for immunization services as specified
in Appendix L) will result in the assessment of a nonrefundable $1,000 fine for
each documented violation.

General Provisions:

All notifications of the imposition of a fine or freeze will be made via
certified or overnight mail to the identified MCP Medicaid Coordinator.

Pursuant to procedures specified by ODJFS, refundable and nonrefundable monetary
sanctions/assurances must be remitted to ODJFS within thirty days of receipt of
the invoice by the MCP. In addition, per Ohio Revised Code Section 131.02,
payments not received within forty-five days will be certified to the Attorney
General's (AG's) office. MCP payments certified to the AG's office will be
assessed the appropriate collection fee by the AG's office.

<PAGE>

Appendix N
Page 7

Refundable monetary sanctions/assurances applied by ODJFS will be based on the
premium payment for the month in which the MCP was cited for the deficiency. Any
monies collected through the imposition of such a fine would be returned to the
MCP (minus any applicable collection fees owed to the Attorney General's Office
if the MCP has been delinquent in submitting payment) after they have
demonstrated full compliance with the particular program requirement.

If an MCP does not comply within two years of the date of notification of
noncompliance, then the monies will not be refunded.

If ODJFS determines that one systemic problem is responsible for multiple areas
of noncompliance, ODJFS may impose a combined remedy which will address all
areas of noncompliance.

Again, ODJFS can at any time move to terminate, amend or deny renewal of a
provider agreement pursuant to the provisions of OAC rule 5101:3-26-10.

Upon termination, nonrenewal or denial of an MCP provider agreement, all
previously collected monetary sanctions will be retained by ODJFS.

In addition to the remedies imposed under the CAS, remedies related to areas of
data quality and financial performance may also be imposed pursuant to
Appendices J, L, and M respectively.

If ODJFS determines that an MCP has violated any of the requirements of sections
1903(m) or 1932 of the Social Security Act which are not specifically identified
within the CAS, the ODJFS may, pursuant to the provisions of OAC rule
5101:3-26-10(A): (1) notify the MCP's members that they may terminate from the
MCP without cause; and/or (2) suspend any further new member selections.

<PAGE>

Appendix N
Page 8

RECONSIDERATIONS

Requests for reconsiderations of remedial action taken under the CAS may be
submitted as follows:

         -        MCPs notified of ODJFS' imposition of remedial action taken
                  under the CAS (i.e., occurrences, points, fines, assignment
                  reductions and selection freezes), will have five working days
                  from the date of receipt to request reconsideration, although
                  ODJFS will impose selection freezes based on an access to care
                  concern concurrent with initiating notification to the MCP.
                  (All notifications of the imposition of a fine or a freeze
                  will be made via certified or overnight mail to the identified
                  MCP Contact.) Any information that the MCP would like reviewed
                  as part of the reconsideration must be submitted with the
                  reconsideration request, unless ODJFS extends the time frame
                  in writing.

         -        All requests for reconsideration must be submitted by either
                  facsimile transmission or overnight mail to the Chief, Bureau
                  of Managed Health Care, and received by the fifth working day
                  after receipt of notification of the imposition of the
                  remedial action by ODJFS. The MCP will be responsible for
                  verifying timely receipt of all reconsideration requests. All
                  requests for reconsideration must explain in detail why the
                  specified remedial action should not be imposed. The MCP's
                  justification for reconsideration will be limited to a review
                  of the written material submitted by the MCP. The Bureau Chief
                  will review all correspondence and materials related to the
                  violation in question in making the final reconsideration
                  decision.

         -        Final decisions or requests for additional information will be
                  made by ODJFS within five working days of receipt of the
                  request for reconsideration.

If additional information is requested by ODJFS, a final reconsideration
decision will be made within three working days of the due date for the
submission. Should ODJFS require additional time in rendering the final
reconsideration decision, the MCP will be notified of such in writing.

         -        If a reconsideration request is decided, in whole or in part,
                  in favor of the MCP, both the penalty and the points
                  associated with the incident, will be rescinded or reduced.
                  The MCP may still be required to submit a CAP if the Bureau
                  Chief believes that a CAP is still warranted.

<PAGE>

Appendix N
Page 9

                     POINT COMPLIANCE SYSTEM - POINT VALUES

OCCURRENCES: Failures to meet program requirements, including but not limited
to, noncompliance with administrative requirements. Examples are:

-        Unapproved use of marketing/member materials.

-        Failure to attend ODJFS-required meetings or training sessions.

-        Failure to maintain ODJFS-required documentation.

-        Use of unapproved subcontracting providers where prior approval is
         required by ODJFS.

-        Use of unapprovable subcontractors (e.g., not in good standing with
         Medicaid and/or Medicare programs, provider listed in directory but no
         current contract, etc.) where prior-approval is not required by ODJFS.

-        Failure to provide timely notification to members, as required by ODJFS
         (e.g., notice of PCP or hospital termination from provider panel).

-        Participation in a prohibited or unapproved marketing activity.

-        Second failure to meet the monthly call-center requirements for either
         the member services or 24-hour call-in system lines.

-        Failure to submit and/or comply with a Corrective Action Plan (CAP)
         requested by ODJFS as the result of an occurrence, or when no
         occurrence was designated for the precipitating violation of the OAC
         rules or provider agreement

-        Failure to comply with the physician incentive plan (PhIP)
         requirements, except for noncompliance where member rights are violated
         (i.e, failure to complete required patient satisfaction surveys or to
         provide members with requested PhIP information) or where false,
         misleading or inaccurate information is provided to ODJFS.

<PAGE>

Appendix N
Page 10

5 POINTS: Failures to meet program requirements, including but not limited to,
actions which could impair the member's ability to access information regarding
services in a timely manner or which could impair a consumer's or member's
rights. Examples are:

-        Violations which result in selection or termination counter to the
         recipient's preference (e.g., a recipient makes a selection decision
         based on inaccurate provider panel information from the MCP).

-        Any violation of an member's rights.

-        Failure to provide member materials to new members in a timely manner.

-        Failure to comply with appeal, grievance, or state hearing
         requirements, including timely submission to ODJFS.

-        Failure to staff 24-hour call-in system with appropriate trained
         medical personnel.

-        Third failure to meet the monthly call-center requirements for either
         the member services or the 24-hour call-in system lines.

-        Failure to submit and/or comply with a CAP as a result of a 5-point
         violation.

-        Failure to meet the prompt payment requirements (first violation).

-        Provision of false, inaccurate or materially misleading information to
         health care providers, the MCP's members, or any eligible individuals.

-        Failure to submit a required monthly SACMS file (as specified in
         Appendix L) by the end of the month the submission was required.

-        Failure to submit a required monthly Members' Designated PCP file (as
         specified in Appendix L) by the end of the month the submission was
         required.

<PAGE>

Appendix N
Page 11

10 POINTS: Failures to meet program requirements, including but not limited to,
actions which could affect the ability of the MCP to deliver or the consumer to
access covered services. Examples are:

-        Failure to meet any of the provider panel requirements as specified in
         Appendix H.

-        Failure to provide services to a member when the ODJFS has determined
         that such services are medically-necessary.

-        Discrimination among members on the basis of their health status or
         need for health care services (this includes any practice that would
         reasonably be expected to encourage termination or discourage selection
         by individuals whose medical condition indicates probable need for
         substantial future medical services).

-        Failure to assist a member in accessing needed services in a timely
         manner after request from the member.

-        Failure to process prior authorization requests within prescribed time
         frame.

-        Failure to remit any ODJFS-required payments within the specified time
         frame.

-        Failure to meet the electronic claims adjudication requirements.

-        Failure to submit and/or comply with a CAP as a result of a 10-point
         violation.

-        Failure to meet the prompt payment requirements (second and subsequent
         violations).

-        Fourth and any subsequent failure to meet the monthly call-center
         requirements for either the member services or the 24-hour call-in
         system lines.

-        Failure to provide ODJFS with a required submission after ODJFS has
         notified the MCP that the prescribed deadline for that submission has
         passed.

-        Failure to submit a required monthly appeal or grievance file (as
         specified in Appendix L) by the end of the month the submission was
         required.

-        Misrepresentation or falsification of information that the MCP
         furnishes to the ODJFS or to the Centers for Medicare and Medicaid
         Services.

<PAGE>

                                   APPENDIX O

                             PERFORMANCE INCENTIVES

This Appendix establishes incentives for managed care plans (MCPs) to improve
performance in specific areas important to the Medicaid MCP members. Incentives
include the at-risk amount included with the monthly premium payments (see
Appendix F, Rate Chart), and possible additional monetary rewards up to
$250,000. Performance is measured in the categories of Quality of Care, Access,
Consumer Satisfaction, and Administrative Capacity. To qualify for consideration
of any incentives, MCPs must meet minimum performance standards established in
Appendix M, Performance Evaluation on selected measures, and achieve a minimum
level of performance on the Clinical Performance Measures. For qualifying MCPs,
higher performance standards for selected measures must be reached to be awarded
a portion of the at-risk amount or additional incentives (see Sections 1 and 2).

Due to MCP requests to ease administrative burden, one measure for determining
the SFY 2003 incentives was modified. All other measures and the method for
determining the state fiscal year (SFY) 2003 incentives were not changed. For
SFY 2003 incentives, the MCP's performance on measures in the four categories
mentioned above will be used in determining the MCP's Overall Performance Level
(see Section 1). The MCP's Overall Performance Level is used to determine the
status of the at-risk amount and additional incentives, if applicable (see
Section 3). SFY 2003 incentives will be determined within six months after the
end of the SFY 2003 contract period.

For the SFY 2004 incentives, a change in methods results in a focus on fewer
measures to determine the amount awarded as incentives for superior performance.
While an MCP must still qualify for any incentives by meeting minimum
performance standards on selected measures from Appendix M, Performance
Evaluation, the amount of incentives will be based on an MCP's performance on
three measures. An excellent and superior standard is set in this Appendix for
each of the three measures. If an MCP qualifies for incentives, they will be
awarded a portion of the at-risk amount for each excellent standard met (see
Section 2). If an MCP meets all three excellent and superior standards, they may
be awarded additional incentives (see Section 3). SFY 2004 incentives will be
determined within six months after the end of the SFY 2004 contract period.

1. SFY 2003 INCENTIVES

1.a. QUALIFYING PERFORMANCE LEVELS

To be considered for incentives, an MCP's performance level must:

         1) meet the minimum performance standards set in Appendix M,
            Performance Evaluation, for the measures and categories listed
            below, and

         2)achieve the minimum score on the clinical performance measures
           composite score set below.

<PAGE>

Appendix O
Page 2

The method for calculating the clinical performance measures composite score is
described in Section 1.c. of this appendix. The methods for these measures and
minimum performance standards below are the same as those set in Appendix M,
Performance Evaluation. A detailed description of the methodologies of each
measure can be found on the internet at
www.state.oh.us/odjfs/ohp/bmhc/managed.stm.

Quality of Care

1. Independent External Quality Review (Appendix M, Section 1.a. - Minimum
Performance Standard 2)

         Report Period: SFY 2003 EQRO Review

2. Case Management of Newly-Enrolled Children with the ODJFS-Mandated Condition
of Asthma (Appendix M, Section 1.b.v.)

         Report Period: For MCPs not exempt from reporting screenings and
         assessments prior to July 1, 2003, the report period is July -
         December, 2002. For MCPs exempt from reporting screenings and
         assessments prior to July 1, 2003, the report period is July -
         September, 2002.

Access

3. PCP Turnover (Appendix M, Section 2.a.)

         Report Period: CY 2002

4. Children's Access to Primary Care (Appendix M, Section 2.b.)

         Report Period: CY 2002

5. Adults' Access to Preventive/Ambulatory Health Services (Appendix M, Section
2.c.)

         Report Period: CY 2002

Consumer Satisfaction

6. Overall Satisfaction with MCP (Appendix M, Section 3.)

         Report Period: The most recent consumer satisfaction survey completed
         prior to the end of the SFY 2003 contract period.

Administrative Capacity

7. Compliance Assessment System (Appendix M, Section 4.a.)

         Report Period: SFY 2003

<PAGE>

Appendix O
Page 3

8. Emergency Department Diversion Program (Appendix M, Section 4.b.)

         Report Period: July - December, 2002

Clinical Performance Measures Composite Score

Minimum Clinical Performance Measures composite score: 21

         Report Period: SFY 2002

1.b. SUPERIOR PERFORMANCE LEVELS

Only MCP's meeting the minimum performance standards on the measures and the
minimum Clinical Performance Measures composite score described in Section 1.a.
of this Appendix will be considered for incentives including the at-risk amount
and any additional incentives. The superior standards for the measures used in
determining the Overall Performance Level are set below. A brief description of
these measures are described in Appendix M, Performance Evaluation. A detailed
description of the methodologies of each measure can be found on the internet at
www.state.oh.us/odjfs/ohp/bmhc/managed.stm. The report periods for the following
measures are the same as described in Section 1.a.

Quality of Care

1. Independent External Quality Review (Appendix M, Section 1.a.)

         Superior Standard: An overall score of at least 80%

2. Case Management of Newly- Enrolled Children with the ODJFS-Mandated Condition
of Asthma (Appendix M, Section 1.b.v.)

         Superior Standard: 90% of children who assess positive for asthma must
         receive case management services

Access

3. PCP Turnover (Appendix M, Section 2.a.)

         Superior Standard: A maximum PCP Turnover rate of 12%

4. Children's Access to Primary Care (Appendix M, Section 2.b.)

         Superior Standard: 90% of the children must receive a visit

5. Adults' Access to Preventive/Ambulatory Health Services (Appendix M, Section
2.c.)

         Superior Standard: 85% of the adults must receive a visit

<PAGE>

Appendix O
Page 4

Consumer Satisfaction

6. Overall Satisfaction with MCP (Appendix M, Section 3.)

         Superior Standard: An average score for the measure of no less than 9.0

Administrative Capacity

7. Compliance Assessment System (Appendix M, Section 4.a.)

         Superior Standard: No more than 15 points

8. Emergency Department Diversion (Appendix M, Section 4.b.)

         Superior Standard: Any reduction in the percentage of enrollees who had
         four or more ED visits or a rate equal to or lower than 1.75%

1.c. CLINICAL PERFORMANCE MEASURES COMPOSITE SCORE

The results for clinical performance measures listed below are used to calculate
the composite score. The minimum performance standards for each measure used to
evaluate MCP performance are established in Appendix M, Performance Evaluation,
Section 1.c. For a comprehensive description of the clinical performance
measures below, see ODJFS Methods for Clinical Performance Measures. This
composite score will be used in determining an MCP's Overall Performance Level
(see Section 1.d.). The report period for the following measures is SFY 2002.

1. Perinatal Care - Frequency on Ongoing Prenatal Care

2. Perinatal Care - Initiation of Prenatal Care

3. Perinatal Care - Low Birth Weight

4. Perinatal Care - Postpartum Care

6. Preventive Care for Children - Well-Child Visits

         a. Children who turn 15 months old

         b. 3, 4, 5, or 6, years old

         c. 12 through 21 years old

6. Use of Appropriate Medications for People with Asthma

7. Annual Dental Visits

The composite score will be determined by considering whether or not

1) the minimum performance standard (as set in Appendix M, Performance
Evaluation) for each measure was met, and

2) comparing individual MCP performance relative to the best performing MCP.
Points will be awarded for each measure and summed to calculate the composite
score. The maximum composite score possible for the SFY 2002 report period is 28
points. Points for each measure will be awarded according to the following
matrix:

<PAGE>

Appendix O
Page 5

<TABLE>
<CAPTION>
                                  Equal to or greater than 70% of
                                     the results of the best                Less than 70% of the results
                                         performing MCP                      of the best performing MCP
--------------------------------------------------------------------------------------------------------
<S>                               <C>                                       <C>
Performing at or above                          4                                         2
  standard level
Performing at substandard                       3                                         1
  level
</TABLE>

1.d. DETERMINING INCENTIVES FOR SFY 2003

MCPs not qualifying for incentives (see Section 1.a.) must return the monetary
incentives that have been pre-paid to the MCP as the at-risk portion of the
premium payments. For MCPs that qualify for incentives, an Overall Performance
Level will be determined based on performance levels in the categories of
Quality of Care, Access, Consumer Satisfaction, and Administrative Capacity and
the composite score for the Clinical Performance Measures.

The Overall Performance Level will be determined according to the following:

Basic Performance:

No categories with all of the Superior Performance Standards met

Good Performance:

All Superior Performance Standards for one of the four categories met

Excellent Performance:

All Superior Performance Standards for two of the four categories met

         - and -

A Clinical Performance Measures composite score greater or equal to 23

Superior Performance:

All Superior Performance Standards for all four categories met

         - and -

A Clinical Performance Measures composite score greater or equal to 25

The following charts summarizes the Minimum Performance and Superior standards
and the overall performance determination:

<PAGE>

Appendix O
Page 6

TABLE 3. SUMMARY OF MEASURES, STANDARDS, AND OVERALL PERFORMANCE LEVELS FOR
CONTRACT PERIOD SFY 2003

<TABLE>
<CAPTION>
    CATEGORIES / MEASURES                      MINIMUM PERFORMANCE STANDARDS
----------------------------------------------------------------------------------
<S>                                       <C>
QUALITY OF CARE

Independent External Quality              An overall score of at least 75%
Review

Case Management of CSHCN                  70% of children who assess positive for
with Asthma                               asthma must receive case management
                                          services

ACCESS

PCP Turnover                              A maximum rate of 18%

Children's Access to Primary              70% of the children must receive a visit
Care

Adult's Access to Preventive/             65% of the adults must receive a visit
Ambulatory Health Services

CONSUMER SATISFACTION

Overall Satisfaction with MCP             An average score of no less than 7.0

ADMINISTRATIVE CAPACITY

Compliance Assessment                     No more than 25 points for SFY 2002
System

Emergency Department.                     A maximum rate of 2.0%
Diversion

<CAPTION>
    CATEGORIES / MEASURES                          SUPERIOR STANDARDS                       OVERALL PERFORMANCE LEVEL
--------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                      <C>
QUALITY OF CARE                                                                    BASIC PERFORMANCE:
                                                                                   No category with all of the Superior
                                                                                   Performance Standards met
Independent External Quality              An overall score of at least 80%
Review
                                                                                   GOOD PERFORMANCE:
                                                                                   All Superior Performance Standards for
Case Management of CSHCN                  90% of children  who assess positive     one of the four categories met
with Asthma                               for asthma must receive case
                                          management services                      EXCELLENT PERFORMANCE:
                                                                                   All Superior Performance Standards for
ACCESS                                                                             two of the four categories met
                                                                                                  - AND -

                                                                                   A Clinical Performance Measures
PCP Turnover                              A maximum rate of 12%                    composite score greater or equal to 23.

                                                                                   SUPERIOR PERFORMANCE:
Children's Access to Primary              90% of the children must receive a       All Superior Performance Standards for
Care                                      visit                                    all four categories met
                                                                                                  - AND -

Adult's Access to Preventive/             85% of the adults must receive a visit   A Clinical Performance Measures
Ambulatory Health Services                                                         composite score greater or equal to 25.

CONSUMER SATISFACTION

Overall Satisfaction with MCP             An average score of no less than 9.0

ADMINISTRATIVE CAPACITY

Compliance Assessment                     No more than 15 points for SFY 2002
System

Emergency Department.                     Any reduction or a rate equal to or
Diversion                                 lower than 1.75%
</TABLE>

<PAGE>

Appendix O
Page 7

Based on the Overall Performance Level, the status of the at-risk dollars and
additional incentive payments for contract period SFY 2003 (see Section 3) will
be determined in the following manner:

         -        If an MCP does not qualify for incentives according to Section
                  1.a. of this Appendix, then all of the at-risk amount included
                  in one state fiscal year's premium payments, must be returned
                  to ODJFS and applicable sanctions will be applied according to
                  Appendix M, Performance Evaluation.

         -        If an MCP receives a Basic Performance ranking, then all of
                  the at-risk amount included in one state fiscal year's premium
                  payments, must be returned to ODJFS. By reaching this level of
                  performance MCPs are meeting ODJFS' minimum performance level
                  expectations. To receive or retain incentives, MCPs must
                  perform at higher performance levels.

         -        If an MCP receives a Good Performance ranking, then one - half
                  of the at-risk amount included in one state fiscal year's
                  premium payments, must be returned to ODJFS.

         -        If an MCP receives an Excellent Performance ranking, then none
                  of the at-risk amount must be returned to ODJFS.

         -        If an MCP receives a Superior Performance ranking, then none
                  of the at-risk amount must be returned to ODJFS and the amount
                  in the incentive fund (see Section 3) will be divided equally,
                  up to the maximum amount, among all MCPs with an overall
                  Superior Performance ranking. The maximum amount to be awarded
                  to a single plan for Superior Performance in addition to the
                  at-risk amount is $250,000 per contract year.

2. SFY 2004 INCENTIVES

2.a. QUALIFYING PERFORMANCE LEVELS

To qualify for consideration of the SFY 2004 incentives, an MCP's performance
level must

         1) meet the minimum performance standards set in Appendix M,
Performance Evaluation, for the measures listed below; and

         2) meet the incentive standards established for the Clinical
Performance Measures below.

A detailed description of the methodologies of each measure can be found on the
internet at www.state.oh.us/odjfs/ohp/bmhc/managed.stm.

Measures for which the minimum performance standard for SFY 2004 established in
Appendix M, Performance Evaluation, must be met to qualify for consideration of
incentives are the following.

<PAGE>

Appendix O
Page 8

1. Independent External Quality Review (Appendix M, Section 1.a. - Minimum
Performance Standard 2)

         Report Period: The most recent Independent External Quality Review
         completed prior to the end of the SFY 2004 contract period.

2. PCP Turnover (Appendix M, Section 2.a.)

         Report Period: CY 2003

3. Children's Access to Primary Care (Appendix M, Section 2.b.)

         Report Period: CY 2003

4. Adults' Access to Preventive/Ambulatory Health Services (Appendix M, Section
2.c.)

         Report Period: CY 2003

5. Overall Satisfaction with MCP (Appendix M, Section 3.)

         Report Period: The most recent consumer satisfaction survey completed
         prior to the end of the SFY 2004 contract period.

6. Emergency Department Diversion Program (Appendix M, Section 4.b.)

         Report Period: July - December, 2003

For each clinical performance measure listed below the MCP must meet the
incentive standard to be considered for SFY 2004 incentives. The MCP meets the
incentive standard if one of two criteria are met. The incentive standard is a
performance level of either:

1) The minimum performance standard established in Appendix M, Performance
Evaluation for seven of the nine clinical performance measures listed below; OR

2) The national benchmark set below for seven of the nine clinical performance
measures listed below.

<PAGE>

Appendix O
Page 9

<TABLE>
<CAPTION>
                                                                                        National
            Clinical Performance Measure                                                Benchmark
            ----------------------------                                                ---------
<S>                                                                                     <C>
1. Perinatal Care - Frequency of Ongoing Prenatal Care                                     42%
2. Perinatal Care - Initiation of Prenatal Care                                            71%
3. Perinatal Care - Low Birth Weight                                                      7.6%
4. Perinatal Care - Postpartum Care                                                        48%
5. Well-Child Visits - Children who turn 15 months old                                     34%
6. Well-Child Visits - 3, 4, 5, or 6, years old                                            50%
7. Well-Child Visits - 12 through 21 years old                                             30%
8. Use of Appropriate Medications for People with Asthma                                   54%
9. Annual Dental Visits                                                                    40%
</TABLE>

2.b. EXCELLENT AND SUPERIOR PERFORMANCE LEVELS

For qualifying MCPs as determined by Section 2.a., performance will be evaluated
on the measures below to determine the status of the at-risk amount or any
additional incentives that may be awarded. Excellent and Superior standards are
set for the three measures described below. A brief description of these
measures are described in Appendix M, Performance Evaluation. A detailed
description of the methodologies of each measure can be found on the internet at
www.state.oh.us/odjfs/ohp/bmhc/managed.stm.

1. Case Management of Children (Appendix M, Section 1.b.iv.)

         Report Period: January - June, 2004

         Excellent Standard: 2.5%

         Superior Standard: 3.8%

2. Use of Appropriate Medications for People with Asthma (Appendix M, Section
1.c.vi.)

         Report Period: CY 2003

         Excellent Standard: 54.0%

         Superior Standard: 62.0%

3. Adults' Access to Preventive/Ambulatory Health Services (Appendix M, Section
2.c.)

         Report Period: CY 2003

         Excellent Standard: 72.8%

         Superior Standard: 81.9%

<PAGE>

Appendix O
Page 10

2.c. DETERMINING SFY 2004 INCENTIVES

MCP's reaching the minimum performance standards described in Section 2.a. will
be considered for incentives including retention of the at-risk amount and any
additional incentives. For each Excellent standard established in Section 2.b.
that an MCP meets, one-third of the at-risk amount may be retained. For MCPs
meeting all of the Excellent and Superior standards established in Section 2.b.
of this Appendix, additional incentives may be awarded. For MCPs receiving
additional incentives, the amount in the incentive fund (see Section 3) will be
divided equally, up to the maximum amount, among all MCPs receiving additional
incentives. The maximum amount to be awarded to a single plan in incentives
additional to the at-risk amount is $250,000 per contract year.

3. NOTES

3.a. STATUS DETERMINATION OF THE AT-RISK AMOUNT AND ADDITIONAL INCENTIVE
PAYMENTS

Determination of the status of each MCP's at-risk amount will occur within six
months of the end of the contract period. For MCPs in their first two years of
Ohio Medicaid program participation, the status of the at-risk amount will not
be determined because compliance with many of the standards cannot be determined
in an MCP's first contract year (see Appendix F, Rate Chart). However, MCPs in
their first contract year are not eligible for the additional incentive amount
awarded for superior performance.

Incentive payments are issued from a specific account funded by monetary
sanctions imposed on MCPs and the return of the at-risk amount. If this fund is
not accessed because overall performance levels are not at the superior level
for any one MCP, then it may roll over to the next year's fund. Determination of
additional incentive payments will be made within six months of the end of the
contract period.

3.b. CONTRACT TERMINATION, NONRENEWALS, OR DENIALS

Upon termination, nonrenewal or denial of an MCP contract, the at-risk amount
paid to the MCP under the current provider agreement will be returned to ODJFS
in accordance with Appendix P, Terminations/Nonrenewals/Amendments, of the
provider agreement.

3.c. REPORT PERIODS

The report period used in determining the MCP's performance levels varies for
each measure depending on the frequency of the report and the data source.
Unless otherwise noted, the most recent report or study finalized prior to the
end of the contract period will be used in determining the MCP's overall
performance level for that contract period.

<PAGE>

                                   APPENDIX P

                     MCP TERMINATIONS/NONRENEWALS/AMENDMENTS

Upon termination either by the MCP or ODJFS, nonrenewal or denial of an MCP
provider agreement, all previously collected refundable monetary sanctions will
be retained by ODJFS.

MCP-INITIATED TERMINATIONS/NONRENEWALS

If an MCP provides notice of the termination/nonrenewal of their provider
agreement to ODJFS, pursuant to Article VIII of the agreement, the MCP will be
required to submit a refundable monetary assurance. This monetary assurance will
be held by ODJFS until such time that the MCP has submitted all outstanding
monies owed and reports, including, but not limited to, grievance, appeal,
encounter and cost report data related to time periods through the final date of
service under the MCPs provider agreement. The monetary assurance must be in an
amount of either $50,000 or 5 % of the capitation amount paid by ODJFS in the
month the termination/nonrenewal notice is issued, whichever is greater.

The MCP must also return to ODJFS the at-risk amount paid to the MCP under the
current provider agreement. The amount to be returned will be based on actual
MCP membership for preceding months and estimated MCP membership through the end
date of the contract. MCP membership for each month between the month the
termination/nonrenewal is issued and the end date of the provider agreement will
be estimated as the MCP membership for the month the termination/nonrenewal is
issued. Any over payment will be determined by comparing actual to estimated MCP
membership and will be returned to the MCP following the end date of the
provider agreement.

The MCP must remit the monetary assurance and the at-risk amount in the
specified amounts via separate electronic fund transfers (EFT) payable to
Treasurer of State, State of Ohio (ODJFS). The MCP should contact their Contract
Administrator to verify the correct amounts required for the monetary assurance
and the at-risk amount and obtain an invoice number prior to submitting the
monetary assurance and the at-risk amount. Information from the invoices must be
included with each EFT to ensure monies are deposited in the appropriate ODJFS
Fund account. In addition, the MCP must send copies of the EFT bank
confirmations and copies of the invoices to their Contract Administrator.

If the monetary assurance and the at-risk amount are not received as specified
above, ODJFS will withhold the MCPs next months capitation payment until such
time that ODJFS receives documentation that the monetary assurance and the
at-risk amount are received by the Treasurer of State. If within one year of the
date of issuance of the invoice, an MCP does not submit all outstanding monies
owed and required submissions, including, but not limited to, grievance, appeal,
encounter and cost report data related to time periods through the final date of
service under the MCPs provider agreement, the monetary assurance will not be
refunded to the MCP.

<PAGE>

Appendix P
Page 2

ODJFS-INITIATED TERMINATIONS

If ODJFS initiates the proposed termination, nonrenewal or amendment of an MCPs
provider agreement and the MCP appeals that proposed action, the MCPs provider
agreement will be extended through the duration of the appeals process.

During this time, the MCP will continue to accrue points and be assessed
penalties for each subsequent compliance assessment occurrence/violation under
Appendix N of the provider agreement. If the MCP exceeds 69 points, each
subsequent point accrual will result in a $15,000 nonrefundable fine.

Pursuant to OAC rule 5101:3-26-10(H), if ODJFS has proposed the termination,
nonrenewal, denial or amendment of a provider agreement, ODJFS may notify the
MCP's members of this proposed action and inform the members of their right to
immediately terminate their membership with that MCP without cause. If ODJFS has
proposed the termination, nonrenewal, denial or amendment of a provider
agreement and access to medically-necessary covered services is jeopardized,
ODJFS may propose to terminate the membership of all of the MCP's members. The
appeal process for reconsideration of either of these proposed actions is as
follows:

$        All notifications of such a proposed MCP membership termination will be
         made by ODJFS via certified or overnight mail to the identified MCP
         Contact.

$        MCPs notified by ODJFS of such a proposed MCP membership termination
         will have three working days from the date of receipt to request
         reconsideration.

$        All reconsideration requests must be submitted by either facsimile
         transmission or overnight mail to the Deputy Director, Office of Ohio
         Health Plans, and received by 5 PM on the third working day following
         receipt of the ODJFS notification. (For example, if ODJFS notification
         is received on August 6 the MCPs request for reconsideration must be
         delivered to the Deputy Director by no later than 5 PM on August 9.)
         The address and fax number to be used in making these requests will be
         specified in the ODJFS notification document.

$        The MCP will be responsible for verifying timely receipt of all
         reconsideration requests. All requests must explain in detail why the
         proposed MCP membership termination is not justified. The MCPs
         justification for reconsideration will be limited to a review of the
         written material submitted by the MCP.

<PAGE>

Appendix P
Page 3

$        A final decision or request for additional information will be made by
         the Deputy Director within three working days of receipt of the request
         for reconsideration. Should the Deputy Director require additional time
         in rendering the final reconsideration decision, the MCP will be
         notified of such in writing.

$        The proposed MCP membership termination will not occur while an appeal
         is under review and pending the Deputy Directors decision. If the
         Deputy Director denies the appeal, the MCP membership termination will
         proceed at the first possible effective date. The date may be
         retroactive if the ODJFS determines that it would be in the best
         interest of the members.