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                                                                   Exhibit 10.12

                         THE CITY OF NEW YORK LETTERHEAD
                    DEPARTMENT OF HEALTH AND MENTAL HYGIENE

Michael R. Bloomberg                             Thomas R. Frieden, M.D., M.P.H.
        Mayor                                              Commissioner

                                 nyc.gov/health

                                                                December 8, 2004

Prison Health Services, Inc.
105 Westpark Drive, Suite 200
Brentwood, Tennessee 37027
Attn: Richard D. Wright
      President

                                        Subj: Health Access
                                        Pin: 05HA00501R0X00D
                                        Term: 1/1/05 - 12/31/07
                                        Amt: $359,452,875.00

Dear Mr. Wright:

     The attached agreement between the New York City Department of Health &
Mental Hygiene and your organization has been forward to the comptrollers office
for registration. Please keep this contact in your files for future reference.

If you have any questions, please contact me at 212-219-5885.

                                        Thank You.

                                        Sincerely,


                                        /s/ Maria Correa
                                        ----------------------------------------
                                        Maria Correa
                                        Office of Contracts

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TABLE OF CONTENTS
PART I

I. TERM

II. SCOPE OF SERVICES

III. DEFINITIONS

IV.   REIMBURSEMENT AND FINANCIAL REPORTS
      A. Maximum Reimbursable Amount
      B. Schedule of Payment
         1. Semi-monthly Payments
         2. Quarterly Fee Statements
         3. Final Fee Statement
         4. Erroneous or Incomplete Fee Statements
         5. Retention of Payments
      C. Third Party Reimbursement
      D. Prohibition Against Fees
      E. Data
      F. Reports
      G. Personnel Costs

V.    RECORDS AND AUDITS
      A. Annual Audits
         1. Scope of the Audit

VI.   MEDICAL SUBCONTRACT
      A. Medical Subcontract
      B. Medical Care and Services
      C. Contracted Obligations
      D. Business/Management Functions
      E. Compensation

VII.  HOSPITAL SERVICES AND NON-INSTITUTION CLINIC SERVICES
      A. Hospital Services
      B. Outpatient Specialty Services
      C. Infants
      D. Transfer

VIII. PROGRAM MONITORING AND EVALUATION
      A. Evaluation Criteria
      B. Cooperation
      C. Inspections
      D. Program Reviews

IX.   PERFORMANCE INDICATORS


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X. LIQUIDATED DAMAGES
      A. Payment of Liquidated Damages
      B. Waiver

XI. CHANGE IN SERVICES AND STAFFING

XII. INDEMNIFICATION
      A. Scope of Defense and Indemnification
      B.
      C. Conditions to Defense and Indemnification
      D. Procedure In Connection with Defense and Indemnification
      E. Contractor Cooperation

XIII. MISCELLANEOUS
      A. Legal Compliance
      B. Inmates' Rights
      C. Confidentiality
      D. Approval of Literature
         1. Procedure
         2. Property
         3. Retention of Reports, Surveys, Audits
      E. Proprietary Rights to Software Development
      F. Information Security
      G. Grants and Gifts
      H. Choice of Law, Consent to Jurisdiction and Venue
      I. General Release
      J. Claims and Actions Thereon.
      K. Exclusion of Third Party Rights
      L. Recoupment of Disallowances, Questioned Costs and Over-Payments
      M. Limitation of Liability
      N. Policies and Procedures
      O. Affirmation and Insurance

Annex A: Scope of Services
Annex B: Budget

Attachments:
      1. Staffing Requirements
      2. Performance Indicators
      3. Reports
      4. Clinic Hours
      5. Quality Improvement

Part II: General Provisions


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AGREEMENT dated January 1, 2005 between the CITY OF NEW YORK ("CITY") acting by
and through its Department of Health and Mental Hygiene having its principal
office located at 125 Worth Street, New York, New York 10013 ("Department") and
Prison Health Services, Inc. ("PHS") ("Contractor"), a business corporation
having its principal office located at 105 Westpark Drive, Suite 200, Brentwood,
Tennessee 37027.

WITNESSETH

WHEREAS, the Department is mandated by New York City Charter section 556K with
the provision or promotion of health services to inmates in the custody of the
New York City Department of Correction ("DOC"); and

WHEREAS, the Department desires to ensure the provision of comprehensive quality
patient care services including preliminary health screening, and access to
medical, mental health, dental and substance abuse services; and

WHEREAS, the Department wishes to further the goals of public health by
promoting healthy practices among inmates and reducing the spread of
communicable diseases; and

WHEREAS, the services of an organization willing and able to provide for the
administration and management of such health services is required; and

WHEREAS, the Contractor is capable of providing such services, having been
selected by means of a Request for Proposals issued on January 30, 2004;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein set
forth, the parties agree as follows:

PART I

TERM, SCOPE OF SERVICES, FINANCIAL PROVISIONS, AND OTHER SPECIFICATIONS

I.   TERM

     The term of this Agreement shall be from January 1, 2005 through December
     31, 2007. This contract shall be deemed executory only to the extent of the
     monies appropriated and made available for the purpose of this contract,
     and no liability on account thereof shall be incurred by the City beyond
     the amount of such monies. It is understood that neither this contract nor
     any representation by any public employee or officer, creates any legal or
     moral obligation to request, appropriate or make available additional
     monies for the purpose of the contract.

     The Department reserves the right to exercise the option to renew for one
     three year period.

II.  SCOPE OF SERVICES


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     The Contractor shall provide services in the manner and at the levels set
     forth in the Scope of Services attached hereto and incorporated herein as
     Annex A, and consistent with the Budget attached hereto and incorporated
     herein as Annex B.

III. DEFINITIONS

     Borough Houses. The Queens Detention Complex ("Queens House of Detention"),
     the Bronx Detention Complex ("Bronx House of Detention"); and the Brooklyn
     Detention Complex ("Brooklyn House of Detention"). These locations are
     currently closed.

     CDU. The Communicable Disease Unit provides care for patients with
     communicable diseases including, but not limited to, tuberculosis, measles,
     varicella, and meningitis.

     Department. The New York City Department of Health and Mental Hygiene

     Designated Hospitals. The Article 28 facilities operated by the New York
     City Health and Hospitals Corporation.

     Emergency Services. Those medically necessary services, including
     psychiatric stabilization and medical detoxification from drugs or alcohol,
     provided in connection with an "emergency", which is defined as the sudden
     or unexpected onset of a condition requiring medical or surgical care which
     the individual secures after the onset of such conditions (or as soon
     thereafter as care can be made available) and in the absence of which the
     individual could reasonably be expected to suffer serious physical, mental
     or emotional impairment or death, or pose a danger to others.

     Facility. Each of the jail-based health care sites within each Institution.
     The Institutions are: Anna M. Kross Center ("AMKC"); Adolescent Reception
     Detention Center ("ARDC"); Eric M.Taylor Center ("EMTC"); George Motchan
     Detention Center ("GMDC"); George R.Vierno Center ("GRVC"); North Infirmary
     Command ("NIC"); Otis Bantum Correctional Center ("OBCC"); Rose M.Singer
     Center ("RMSC"); West Facility; Bernard B. Kerik Center ("BBKC").

     Health Professionals. Doctors of medicine, doctors of osteopathy, dentists,
     nurses, podiatrists, optometrists, physicians assistants, clinical
     psychologists, social workers, pharmacists, nurse practitioners, and other
     professionals engaged in the delivery of health care services who are
     licensed, certified, or who practice under authority consistent with the
     laws of the State of New York.

     Infant. A child housed on Rikers Island whose mother is an Inmate.

     Infirmary. A facility accommodating patients, expressly equipped for
     subacute inpatient bed care for a physical illness or diagnosis that
     requires limited observation and/or management, but does not require
     admission to a hospital.

     Inmate. Person held in the custody of DOC who receives care and services
     under the terms of this Agreement.


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     Institutions. Each of the New York City jails located on Rikers Island and
     Bernard B. Kerik Center in Manhattan. Additional institutions may be
     designated pursuant to the terms of this Agreement.

     Medical SubContractor. The provider(s) of medical and dental services
     pursuant to Agreement(s) between the Contractor and professional
     corporations employing physicians, dentists and other licensed clinicians.

     Medically Necessary Services. Health care services that are necessary to
     prevent, diagnose, correct or cure conditions in an individual that cause
     acute suffering, endanger life, result in an illness or infirmity.

     Med Span. A program managed and staffed by the Department to provide
     continuity of medical care for patients receiving protease inhibitors to
     treat HIV/AIDS to avoid treatment interruption during and following their
     incarceration.

     Minimum Standards. The standards and regulations for the management of
     county jails and penitentiaries contained in volume 9 of the Codes Rules
     and Regulations of the State of New York; the Minimum Standards for New
     York City Correctional Facilities; the Mental Health Minimum Standards for
     New York City Correctional Facilities.

     Non-Physician Providers. Health Professionals (other than physician
     providers) employed by the Contractor to provide contract services
     including but not limited to physician assistants, nurse practitioners,
     registered nurses, licensed practical nurses, psychologists, social
     workers, occupational therapists, physical therapists, other rehabilitation
     therapists, laboratory technologists, radiology technologists, technical
     supervisors, and other technical staff, and counselors and educators, who
     are not clinicians and whose education and training qualify them to
     practice direct patient care activities, or activities supportive of direct
     patient care, in New York State.

     On-Island Administrator. The Contractor's Program Director or designee.

     Patient Advocates. Staff employed by the Contractor to investigate patient
     complaints and act as the liaison between the clinicians and the patients.

     Regulations. All applicable laws, rules, regulations and standards of the
     United States, the City, the State, and all other regulatory bodies, as the
     same may be amended and supplemented from time to time including, without
     limitation, the New York State Public Health Law and the rules and
     regulations promulgated thereunder (including the New York State Sanitary
     Code), the New York State Correction Law and the rules and regulations
     promulgated thereunder (including the New York State Commission of
     Correction Standards), regulations of the New York City Department of
     Health and Mental Hygiene, including the New York City Health Code, the New
     York City Board of Correction's Minimum Health and Mental Health Standards
     for New York City Correctional Facilities, the policies of the New York
     State Department of Health and the New York State Department of Mental
     Hygiene including as applicable, the New York State Office of Mental
     Health, Office of Alcoholism and Substance Abuse Services, the Office of
     Mental Retardation and Developmental Disabilities and policies of the New
     York


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     State Department of Education, New York City Department of Correction
     security guidelines, Federal and other regulations regarding the protection
     of the rights and welfare of human research subjects, applicable standards
     of the American Correctional Association, American Jail Association, the
     National Commission on Correctional Health Care, Department policies,
     procedures, and medical protocols, and with respect to the Contractor only,
     the established policies and procedures of the Contractor, which relate or
     are in any way connected with the education of persons to provide, and the
     provision of, Patient Care Services. The term "Regulations" also includes
     the legal mandates with respect to health care services to be rendered to
     Inmates that have been imposed upon DOC, DOHMH and the City by certain
     lawsuits, including consent decrees and court orders.

     Urgi-Care Center. Service and site managed by clinicians certified in
     Emergency Medicine which provides a higher level of care than that
     available in the facilities.

     The Vernon C. Baines Center. ("VCBC") Jail serving the Bronx which is not
     part of the present Agreement.

IV. REIMBURSEMENT AND FINANCIAL REPORTS

A.   Maximum Reimbursable Amount. The total Maximum Reimbursable Amount ("MRA")
     for the term of this Agreement shall not exceed $359,452,875 in accordance
     with the Budget contained in Annex B which is attached hereto and hereby
     made a part of this Agreement. The total Maximum Reimbursable Amount shall
     be the total of the Maximum Authorized Budget ("MAB") plus the amounts
     allocated for the DOC facilities presently closed plus the amounts
     allocated to reimburse the Contractor for additional services, staff and
     equipment allowed herein. Subject to the provisions of Article A (1) below,
     the MAB may be increased to the extent additional funding is made available
     and the Contractor requests and justifies such increase.

     The Contractor shall be paid $4,750,000 as a fee ("indirect fee") for the
     management and administration of this contract.

     Of the above total, an amount not to exceed $59,908,813 will be available
     for use in the first fiscal year within the Agreement beginning on January
     1, 2005 and ending on June 30, 2005 subject to the availability of funds.
     The funding for the second budget period from July 1, 2005 to June 30,
     2006, in an amount not to exceed $119,817,625 is subject to the
     availability of funds, satisfactory performance on the part of the
     Contractor, and all approvals required by law. The funding for the third
     budget period from July 1, 2006 to June 30, 2007, in an amount not to
     exceed $119,817,625 is subject to the availability of funds, satisfactory
     performance on the part of the Contractor, and all approvals required by
     law. The funding for the fourth budget period from July 1, 2007 to December
     31, 2007, in an amount not to exceed $59,908,812 is subject to the
     availability of funds, satisfactory performance on the part of the
     Contractor, and all approvals required by law.

     The Department shall have the right, in its sole discretion, upon sixty
     (60) days Written Notice to the Contractor, to terminate this Agreement in
     whole or in part, to reduce or re-allocate the Maximum Reimbursable Amount,
     or to reduce the scope, level, or type of services to be performed or
     products to be delivered under this Agreement so long as the reduction does
     not


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     cause staffing to be insufficient for the provision of medically necessary
     contract services. Increases to the level of services shall be mutually
     agreed upon.

     1.   Budget Modification Requests.

          a.   To further the purpose of this Agreement, the Department and the
               Contractor may reallocate budgeted amounts shown in Annex B for
               services to be provided hereunder, and/or increase the Maximum
               Authorized Budget (MAE) to reflect reimbursement of the costs
               associated with additional and/or enhanced services provided at
               the request of the Department as authorized herein, provided that
               a written budget modification request is received by or approved
               by the Department no later than three (3) months prior to the
               expiration of the Agreement, and further provided that written
               approval of the Department for such modification is received
               prior to any line item being over-expended by the Contractor.
               However, the Department, at its sole discretion, may agree to a
               budget modification at any time. In no case shall a budget
               modification increase the Maximum Reimbursable Amount of the
               contract. This provision shall survive the expiration of this
               Agreement.

               b.   In the event that the Budget is modified to increase or
                    decrease the MAB for additional and/or enhanced and/or
                    reduced services requested by the Department, the indirect
                    fee payable to the Contractor shall be increased or
                    decreased by 4.25% of the amount of such MAE increase or
                    decrease, respectively. The indirect fee shall not be
                    increased to reflect an increase to personnel or OTPS costs
                    such as collective bargaining increases, or other price
                    increases which are not attributable to an addition or
                    enhancement of services. In the event the MAE is decreased
                    by 10% or more during any single contract year, the
                    Department and Contractor may renegotiate the indirect fee
                    to reflect such changes to the budget."

     2.   For contracts wholly or partially funded with City tax levy funds,
          funds remaining unspent or unobligated at the end of the fiscal year
          cannot be used for goods or services performed in subsequent fiscal
          years. Therefore, all services must be performed and all goods must be
          received by the end of each applicable fiscal year within the term of
          the Agreement in order to obligate the funds for reimbursement.

     3.   Reimbursement made under this Agreement shall not be used to provide
          for any item or service for which payment has already been made, or
          for which payment can be reasonably expected to be made, with respect
          to that item or service by third party payors, including but not
          limited to Medicaid, Medicare and/or other state or local compensation
          programs, insurance policy or any Federal or State health benefits
          program; or by any entity that provides health services on a prepaid
          basis. The Contractor and its Medical SubContractor shall not bill
          Medicaid or Medicare for services rendered hereunder nor make any
          determinations as to the eligibility for Medicaid or Medicare of any
          inmate or patient. To the extent applicable to services provided
          hereunder and as allowed by applicable law, the Contractor shall
          exhaust all third party reimbursements to offset expenses for all
          items or services provided hereunder before payments are made pursuant
          to this Agreement. All third party reimbursements received by the
          Contractor that are attributable to items or services provided as part
          of the Agreement shall be used to offset the Maximum


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          Reimbursable Amount provided by the Department hereunder. Contractor
          shall submit a certified statement with its Final Invoice certifying
          that payments made by the Department under this Agreement did not
          duplicate reimbursement for items or services which were received, or
          are reasonably expected to be received, or are reasonably expected to
          be received from other sources to the extent applicable.

B.   Schedule of Payment.

     1.   Semi-Monthly Payments.

          a.   Upon presentation by fax of an invoice by the Contractor, the
               Department shall make semi-monthly advances ("Semi-Monthly
               Payments") to the Contractor during each month throughout the
               term of this Agreement. Semi-Monthly Payments shall be made by
               wire transfer on the first and the sixteenth day of each month
               during which this Agreement is in effect, or on the next
               succeeding business day if such first or sixteenth day is not a
               business day.

          b.   The amount of each Semi-Monthly Payment to be made during the
               Payment Periods in each calendar year shall be equal to
               one/twenty-fourth (1/24) of the authorized budget amount, subject
               to any adjustment to reflect (i) Modifications of Contract
               Services, (ii) reductions or increases provided for by this
               Agreement, or (iii) payments or deductions specified herein.

     2.   Quarterly Fee Statements. On or before the forty-fifth (45th) day
          following the end of each quarter during the term of this Agreement,
          the Contractor will submit a Fee Statement identifying the
          Contractor's expenditures for Contract Services provided in such
          quarter, and the difference between the Compensation Due, to the
          Contractor for its provision of such Contract Services and the amounts
          received by the Contractor as its semi-monthly payments. The Fee
          Statement will be in a format approved by the Department and will
          contain any other reports and information the Department may require
          to verify such Compensation Due.

     3.   Final Fee Statement. The Contractor shall submit, no later than sixty
          (60) days after the expiration of this Agreement, a Final Fee
          Statement, detailing all of its cumulative expenditures applicable to
          this Agreement in accordance with the Budget contained in Annex B. The
          Final Fee Statement shall be accompanied by appropriate documentation
          including, but not limited, to the documentation required for the
          Quarterly Fee Statements. No Financial Reports will be accepted after
          this date unless there is prior written approval by the Department. In
          the event the cumulative amounts remitted to the Contractor exceed the
          approved cumulative charges as detailed in the final fee statement,
          the Contractor shall remit the full amount of such overpayment in a
          check made payable to the New York City Department of Health and
          Mental Hygiene.

     4.   Erroneous or Incomplete Fee Statements. If the Department determines
          that any Fee Statement contains erroneous or insufficient information,
          the Department will notify the contractor of such determination within
          thirty (30) days of receipt of the erroneous or incomplete Fee
          Statement. The Contractor will then within thirty (30) days of any
          such notification correct or supplement the information in the Fee
          Statement in a manner acceptable to the Department.


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     5.   Retention of Payments. In addition to its right to retain any
          Semi-Monthly Payment expressly provided elsewhere in this Agreement,
          the Department shall have the right to retain payment to the
          Contractor from one or more of the Semi-Monthly Payments due pursuant
          to this Agreement, without any resulting reductions in Contract
          Services, if the Department reasonably determines in good faith (on
          the basis of an investigation or audit conducted by itself; its
          designee or a government agency, or otherwise and notification to the
          Contractor) that the Contractor has received payment for Contract
          Services based on inappropriate billing of the Department by the
          Contractor.

          Before exercising its right to retain funds, the Department shall give
          notice to the Contractor of its intention to retain funds. Such notice
          shall advise the Contractor of the amount of funds to be retained, the
          justification for the retention of funds, and the schedule for
          implementing the retention of funds (the "Intent to Retain Notice").

C.   Third Party Reimbursement. The Contractor, consistent with the terms of
     this Agreement, shall assist the Department to recover all reimbursable
     costs, including related overhead, available from all Third-Party
     Reimbursement Sources. Consistent with Article I (A) (3) above, the
     Contractor shall not bill or seek reimbursement from Medicaid or Medicare.

D.   Prohibition Against Fees. The Contractor, its employees, agents,
     subcontractors and their employees and agents, shall not charge any fee for
     Contract Services rendered to an Inmate, an Infant, a correction officer or
     civilian personnel on-site at the Institutions unless the Department or the
     City of New York institutes a policy whereby such fees may be collected. As
     a condition precedent of employment, the Contractor shall require that each
     Contract Services Provider, as appropriate, complete an assignment of fee
     form, as the case may be, for Contract Services rendered to Inmates,
     Infants, correctional officers and on-site civilian personnel. In addition,
     each such Provider shall be required by the Contractor to execute all,
     other documents reasonably necessary to enable the Department to bill arid
     obtain payment for any reimbursable cost. In no event shall any medical or
     other Provider solicit payments for purposes of personal gain.

E.   Data. The Contractor shall provide all data requested by the Department
     that are reasonably necessary to enable the Department to fulfill its
     statutory and regulatory obligations including but not limited to the State
     Aid application.

F.   Reports. Notwithstanding any other reporting requirements, the Contractor
     shall be responsible for the timely completion and submission to the
     Department of all Reports listed in Attachment 3.

G.   Personnel Costs. Payment shall be made to the Contractor for the actual
     increases required by its collective bargaining agreements effective on or
     after the effective date of this Agreement, up to the average increases
     provided for, over the term of the Agreement, in the collective bargaining
     agreements between the New York League for Voluntary Hospitals and the
     unions representing their staff and between the City of New York and its
     unions. At the discretion of the Deputy Commissioner, payment shall also be
     made to the Contractor for increases to non-union and managerial staff
     equal to the increases paid by the City to staff members holding comparable
     positions or titles.


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V.   RECORDS AND AUDITS

A.   Annual Audits.

     1.   Scope of the Audit.

          a.   The Department will engage the services of a certified public
               accounting firm to perform an annual audit of this contract in
               accordance with generally accepted accounting principals for each
               Fiscal Year during the term of the Agreement, or in the event the
               term of this Agreement commences after the beginning of Fiscal
               Year or terminates before the end of a Fiscal Year, for any
               portion of a Fiscal Year during which this Agreement is in
               effect. Such annual audit shall be separate from any audit of
               other activities of the Contractor, its parent entity and its
               affiliates.

          b.   The certified public accounting firm shall conduct an audit based
               on generally accepted accounting principals of the books of
               account and other records of the Contractor that detail the
               financial operation of the Contractor pursuant to the terms of
               this Agreement during the Fiscal Year (or any portion of a Fiscal
               Year). The Annual Audit Report, which shall include an opinion by
               the certified public accounting firm, rendered in accordance with
               generally accepted accounting principles, shall include an
               examination of the reports with respect to the total amount paid
               to the Contractor. The audit will also include separate audit
               testing and an Attestation Statement that the Fee Statements
               presented by the Contractor for payment during each audit period
               are presented fairly, accurately, and free of materials
               misstatement. Furthermore, the Annual Audit Report shall cover an
               evaluation of the Contractor's internal controls and any other
               matter that the Department shall reasonably request. Any such
               request shall be made in writing to the Contractor not less than
               sixty (60) days prior to the end of either the Fiscal Year or the
               date of termination of this Agreement.


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VI.  MEDICAL SUBCONTRACTS

A.   Medical Subcontracts. Contractor shall enter into a subcontract with a
     professional corporation(s) to provide all health care services required
     under this contract (hereafter "Medical SubContract" or "Dental
     SubContract"). The term of the agreement(s) shall be coterminous with the
     term of this Agreement. Such professional corporations shall be controlled
     by the medical director for the Contractor, identified in the Contractor's
     Response to the RFP dated April 1, 2004, Section A. The Medical and Dental
     Subcontracts must be reviewed and approved by DOHMH prior to becoming
     effective.

          1.   All modifications to the Medical or Dental Subcontract must
               receive prior approval of the Department.

          2.   The Contractor may not substitute different professional
               corporations without the prior approval of the Department.

          3.   The medical director, director of dentistry and controlling party
               of the Medical or Dental subcontractor may not be changed without
               the prior approval of the Department.

B.   Medical Care and Services. Notwithstanding any other terms in this
     Agreement, all medical care and/or services covered under this Agreement,
     and all activities which are required under the laws of New York to be
     provided through a professional health care corporation shall be provided
     through the Medical or Dental Subcontract. PHS shall in no way interfere
     with any medical decisions or judgment of any shareholder or employee of
     the professional Subcontractors

C.   Contracted Obligations. The Contractor shall impose all obligations and
     duties on its Medical Subcontractors that are consistent with this
     agreement and do not impair any rights accorded to DOHMH.

D.   Business/Management Functions. Contractor may operate the business affairs
     of the professional Subcontractors including the provision of medical
     malpractice insurance, workers' compensation insurance, payroll, corporate
     administration, accounting, recruiting of personnel, physician
     qualifications, responsibilities for professional employees, staffing and
     supervision, maintenance of bank accounts and tax functions, as well as any
     other functions that may become necessary for the operations of the
     professional Subcontractors.

E.   Compensation. Compensation for the professional Subcontractors is set forth
     in Annex B of this Agreement.

VII. HOSPITAL SERVICES AND NON-INSTITUTION CLINIC SERVICES

A.   Hospital Services. An inmate or infant will be transferred for inpatient
     admission or Emergency Services to a hospital only in the event the Medical
     SubContractor cannot provide a Medically Necessary service at the
     Institutions. Such transfers and referrals will be made to a designated HHC
     hospital unless the required services are not available at such a
     designated hospital or emergency circumstances dictate otherwise. Transfers
     to an inpatient hospital shall be made to a designated hospital with a
     prison ward operated by DOC if available. Transportation to and from a
     Hospital will be effected by DOC or EMS, as appropriate, and not by the
     Contractor. The Contractor will bear no responsibility for the costs of
     such


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     transportation, the timeliness of the response by DOC or EMS to a call for
     service, or the care that EMS provides or fails to provide.

B.   Outpatient Specialty Services. The Contractor shall request, pursuant to
     policy and procedures, appointments at a designated HHC hospital for
     outpatient specialty services (including ambulatory surgery) that are not
     available at the Institutions.

C.   Information. Each inmate or infant transferred or referred for a Hospital
     service shall be accompanied by relevant medical information in summary
     form, including all necessary preadmission or pre-visit tests and work-ups,
     relevant information on treatment procedures and diagnostic tests performed
     prior to admission or referral, as well as any other relevant data.

D.   Transfer. The Contractor shall, upon the written approval of the Deputy
     Commissioner or his or her designee, transfer to a hospital operated by HHC
     any Inmate requiring long-term care if a bed is available in its secure
     unit.

VIII. PROGRAM MONITORING AND EVALUATION

A.   Evaluation Criteria. The Contractor's performance will be evaluated
     annually on its compliance with this Agreement. The evaluation criteria
     include, but are not limited to timeliness of deliverables and reports;
     timeliness of services; achievement of level of services; staff
     appropriateness and continuity; program procedures and methods; program
     record keeping and reporting; physical environment and equipment; internal
     financial controls; timeliness, and accuracy of fiscal reports and payment
     requisitions.

B.   Cooperation. The Contractor shall ensure the professional, timely and
     cooperative response of the Medical Sub Contractor to all requests of the
     Department for information or assistance regarding any aspects of
     Performance Indicator reporting, performance monitoring and general
     oversight. The Contractor will provide to the Department an immediate
     response with regard to all available information upon request therefore
     unless a longer period for compliance with a particular request is set
     forth herein.

C.   Inspections. The Department, its employees, representatives and designees
     shall have the right at any time, given reasonable notice, to inspect the
     site where services are performed and to observe the services being
     performed by the Contractor. The Contractor shall render all assistance and
     cooperation to the Department, its employees, representatives and designees
     in making such inspections and shall assure the Department ready access to
     the facilities and all medical, financial or other records and reports
     relating to the services provided hereunder. The Department shall have the
     responsibility for determining contract compliance.

D.   Program Reviews. The Department will conduct on-site program reviews to
     evaluate the Contractor and the delivery, of the services as set forth in
     Annex A. The Department may recommend any necessary corrective action to
     the Contractor to remedy problems and/or deficiencies found during such
     site visit(s). The Contractor shall have the opportunity to offer a revised
     recommendation and shall, implement such recommendations agreed upon by the
     Department and the Contractor after discussion between the parties, no
     later than thirty (30) days from receipt of such recommendations or
     agreement on revised recommendations. Such corrective action plan shall
     address remediation within specified time frames. In addition, the
     Contractor shall participate in monthly meetings conducted by the
     Department to discuss the services being provided.

IX.  PERFORMANCE INDICATORS


                                                                              10

<PAGE>

A.   Notwithstanding the specific performance indicators and/or measures set
     forth below, or reporting requirements set forth herein the Contractor
     shall comply with all terms and conditions of this Agreement.

B.   Evaluation criteria, set forth in Article VIII.A .of this Agreement shall
     include but not be limited to consideration of the Contractor's performance
     with respect to performance indicators and/or measures. Failure to comply
     with Performance Indicators shall result in the payment by the Contractor
     of liquidated damages, as specified herein.

C.   The Department shall select no more than forty (40) Performance Indicators
     in any quarter. No more than ten (10) such Performance Indicators shall be
     designated as "critical" The Department reserves the right, with 60 days
     Notice to the Contractor, to replace one or more Performance Indicators
     with requirements selected from among those classified as Performance
     Measures, however, no Performance Indicators will be changed during the
     first two quarters of the contract term.

D.   Except as indicated in Attachment 2 the Contractor shall pay to the
     Department liquidated damages in the amount of $5,000 for the first quarter
     in which the Contractor fails to meet the prescribed threshold for any
     Performance Indicator. At the sole discretion of the Department, this
     amount may be increased to $10,000 for the second and subsequent
     consecutive quarters in which the Contractor fails to meet the same
     prescribed threshold. For those Performance Indicators designated as
     "critical" the Department may impose, at its discretion, liquidated damages
     in the amount of $5,000 for the first failing quarter and, in increments of
     $5,000, up to $20,000 in subsequent successive quarters.

     The total of all liquidated damages for failure to meet Performance
     Indicator thresholds in any quarter shall not be greater than $400,000 or
     40% of the total amount allocated in the Budget for the overhead fee,
     whichever is lower.

E.   Payment of liquidated damages shall not diminish the Contractor's
     obligation to provide all contract services, as required herein. The
     Contractor shall prepare and submit to the Department a corrective action
     plan for any Performance Indicator which is not met. In addition, the
     Department may request a corrective action plan, if thresholds are not met
     for Performance Measures and clinical outcomes. Such corrective action
     plans shall be submitted to the Department for approval and implemented by
     the Contractor within timeframes requested by the Department.

F.   Notwithstanding the above, the contractor shall not be subject to
     liquidated damages where the Department determines that the Contractor is
     in substantial compliance with the thresholds set forth in Attachment 2.
     The sole exception shall be for those requirements for which the sample
     size is not sufficiently large for such compliance percentages to be
     meaningful.

     The Contractor shall not be liable for liquidated damages where failure to
     meet a threshold is due to factors beyond the Contractor's control.

G.   The Department reserves the right to monitor patient care and may collect
     data to enable the evaluation of those clinical outcomes which shall result
     from the activities required by the Scope of Services.


                                                                              11

<PAGE>

H.   The Department shall evaluate Performance Measures and clinical outcomes
     and will meet on a quarterly basis with the Contractor to review the
     Department's overall evaluation of contract performance. The Contractor
     shall assure attendance at such quarterly meetings of staff with sufficient
     authority to ensure compliance with contract requirements and any
     corrective action plans approved by the Department.

I.   The Contractor shall designate a Senior Manager who shall act as liaison
     with the Department with regard to all issues relating to Performance
     Indicators and who shall ensure the professional, timely and cooperative
     response to all requests from the Department for information and assistance
     regarding all aspects of contract monitoring. The Contractor shall be
     responsible for the access, coordination and transmission of all reports
     and related correspondence, patient charts, facility logs data and other
     primary sources of information required by the Department. These materials
     shall be provided to the Department within twenty-four (24) hours of the
     request.

X.   LIQUIDATED DAMAGES.

     A.   Payment of Liquidated Damages. In the event the Contractor is required
          to pay liquidated damages pursuant to any provision of this Agreement,
          then the Department shall have the right to reduce the next succeeding
          Semi-Monthly Payment to the Contractor by the amount of any such
          liquidated damages.

     B.   Waiver. The Deputy Commissioner shall have the authority to waive the
          imposition of any amount of liquidated damages upon the Contractor. No
          such waiver of the right of the Department to obtain liquidated
          damages, at any one or more times, shall be deemed a waiver of such
          right at any other time.

XI.  CHANGE IN SERVICES AND STAFFING

A.   At any time during the term of this Agreement, the Department shall have
     the unilateral right to terminate or decrease the scope of any of the
     Contract Services. The Department also shall have the unilateral right to
     add, increase the scope of, or reconfigure a service (including providing a
     service at a different location within the Institutions). Until notified by
     the Department of its election to do so, the Contractor shall not be
     responsible for the provision of Contract Services at the Borough Houses;
     at the James A. Thomas Center ("JATC") or services other than CDU at the
     West Facility ("West").

B.   In the event the Department elects to add or include services to be
     provided by the Contractor pursuant to this Section, such services will be
     provided upon thirty (30) days of notification of such election by the
     Department.

C.   Should the Department elect to add services not encompassed herein, it may
     also, within its sole discretion, elect to require the Contractor to
     provide such services. The Department may also, within its sole discretion,
     and without liability to the Contractor therefore, elect to contract


                                                                              12

<PAGE>

     with another party, without limitation by the Contractor with respect to
     the Department's choice of such party, to provide such additional services.

D.   Should the Department elect to include within the present Agreements those
     services at the Borough Houses, JATC and/or West, as described in the RFP,
     and in the Response, the Mandated Staffing for such services and approved
     salaries shall be those set forth herein and in the Budget contained in
     Annex B.

E.   Should the Department elect to include Services at the Borough Houses which
     will encompass Mental Health services, Mandated Staffing and approved
     salaries for Borough Houses, and any necessary modifications in Mandated
     Staffing for other institutions, shall be as set forth herein and Annex B.

F.   Closing of an Institution and Severance Obligations. The Department shall
     make best efforts to notify the Contractor 60 days in advance if DOC closes
     an Institution or Facility at which services are provided.

     In the event DOC closes an Institution, or a Facility at an Institution
     where Services are provided, the Contractor, shall upon such closing,
     terminate the services of per diem and sessional Contract Services
     Providers assigned to such Institution or Facility and reassign and
     redeploy full-time Contract Services Providers to fill vacancies and/or
     replace per diem and sessional Contract Services Providers at other
     Institutions.

     To the extent that such Providers cannot be reassigned and are terminated
     by the Contractor, the Department will reimburse the Contractor for its
     severance costs paid pursuant to collective bargaining agreements
     applicable to such Providers, provided the Department shall have no
     liability for severance costs which accrued on or before December 31, 2000;
     and

     A Provider's seniority for purposes of determining entitlement to severance
     shall be measured from the later of January 1, 2001 or the date of
     employment by the Contractor; and

     The Department will not be bound by any severance rights provided in any
     subsequent collective bargaining agreement that may be greater than was
     provided in such agreements in effect on November 1, 2000.

     To the extent Providers not covered by collective bargaining agreements
     cannot be redeployed or reassigned and are terminated by the Contractor,
     the Department will reimburse the Contractor for the cost of their salaries
     for a maximum of 30 days from the date on which the Department notifies the
     Contractor of the closing.

G.   Should (i) the Department request the Contractor to reduce, or have
     reduced, Mandated Staffing, other than as a result of closure of an
     Institution, or (ii) the Contractor requests the Department to increase
     Mandated Staffing , the parties shall negotiate in good faith with respect
     to appropriate and reasonable reductions or increases, if any, in Mandated
     Staffing and the Budget. If the parties fail to reach agreement, the
     decision of the Deputy Commissioner shall be binding.


                                                                              13

<PAGE>

XII. INDEMNIFICATION

A.   Scope of Defense and Indemnification. Subject to the conditions set forth
     herein the Department shall defend, and shall keep, save and hold harmless
     the Contractor, the MedicalSubContractor its physicians, dentists,
     physician's assistants, nurse practitioners, podiatrists, optometrists,
     psychiatrists, psychologists, certified social workers, nurses and
     pharmacists engaged in the performance of services to Inmates, Infants,
     correctional personnel and civilian personnel on-site under this Agreement
     for damages for personal injuries and/or death alleged to have been
     sustained by any such person, treated pursuant to this Agreement (i) by
     reason of the malpractice, except in cases of intentional misconduct or
     criminal act, of the Contractor, its physicians, dentists, physician's
     assistants, nurse practitioners, podiatrists, optometrists, psychiatrists,
     psychologists; certified social workers, nurses and pharmacists, or (ii)
     based upon a claim brought pursuant to 42 U.S.C. Section 1983 that the
     provision of health care by the Contractor and/or any of such persons was
     deliberately indifferent.

B.   It is understood that the Department is not obligated to keep, save and
     hold harmless or indemnify the contractor, its physicians, dentists or
     physician's assistants, nurse practitioners, podiatrists, optometrists,
     psychiatrists, psychologists, certified social workers, nurses and
     pharmacists as a result of any act committed by them, tortious or
     otherwise, other than the acts covered in the previous paragraph.

     Defense and indemnification will not be provided to the vendor's
     contractors or its employees, except that such coverage will be provided to
     a contractor and its employees, if such contractor is a professional
     corporation that employs all or substantially all the medical providers who
     will be providing medical services under the Agreement. It is understood
     that the only such professional corporations are PHS Medical Services
     P.C.and PHS Dental Services P.C.

     The Department's liability hereunder shall continue after the termination
     of this Agreement with respect to any liability, loss or damage that
     occurred prior to such termination.

C.   Conditions to Defense and Indemnification. The defense and indemnification
     provisions set forth herein shall in each case be conditioned upon the
     following conditions precedent:

     The person seeking and entitled to defense and indemnification shall
     promptly deliver to the Department and the Corporation Counsel of New York
     City the original or a copy of any summons, complaint, process, notice,
     demand or pleading within ten (10) working days after he or she is served
     with such document; and

     The person seeking and entitled to defense and indemnification shall have
     cooperated fully in aiding the City to investigate, adjust, settle or
     defend any claim, action or proceedings. The Department and/or the
     Corporation Counsel of the City of New York shall advise the Contractor of
     the status and outcome of such actions or proceedings.

D.   Procedure in Connection with Defense and Indemnification. The Corporation
     Counsel of New York City shall act as attorney in connection with all
     claims, actions and proceedings within the purview of this Section. No
     settlement of any such claim or action or dismissal of any action or
     proceedings shall be made otherwise than in accordance with the procedures
     established by the City, including the New York City Comptroller, for the
     settlement of claims.


                                                                              14
<PAGE>

E.   Contractor Cooperation. The Contractor shall cooperate fully in aiding the
     City to investigate, adjust, settle or defend any claim, action, or
     proceeding brought in connection with the operation of the City's
     correctional health programs with which the Contractor may be connected.

XIII. MISCELLANEOUS

A.   Legal Compliance. Notwithstanding any other provision in this Agreement,
     the Contractor shall ensure that any service provided pursuant to this
     contract, complies with all pertinent Regulations, as defined by this
     Agreement, and that all necessary approvals thereunder have been obtained.

B.   Inmates' Rights. The Contractor and its Contract Services Providers shall
     act in accordance with the Regulations, as applicable, and amendments
     thereto which, from time to time, may be established by the Department,
     after consultation with DOC, concerning Inmates' rights (i) to be treated
     with dignity; (ii) to nondiscrimination; (iii) to confidentiality; and (iv)
     to know their diagnoses, prognoses and available modalities of care (as
     long as any amendments established by the Department other than those
     required by applicable State, Federal and local laws, rules and regulations
     are consistent with the terms of this Agreement).

C.   Confidentiality.

     1.   Any information obtained in the course of performing this Agreement
          which may be confidential pursuant to federal, state or local law,
          including but not limited to; information on HIV-related information
          as defined in Article 27-F of the New York State Public Health Law
          ("PHL"), shall be kept confidential by the Contractor, its agents,
          employees or volunteers, and employees of its medical subcontractor,
          unless written consent, in a form approved by the State Department of
          Health, is obtained from the person to whom such information pertains,
          or except as otherwise authorized by applicable laws. The Contractor
          represents that it is familiar with Article 27-F of the PHL and the
          regulations promulgated thereunder with regard to confidentiality of
          HIV-related information.

     2.   Contractor shall comply with federal law and regulations under 42 CFR
          Part 2 concerning alcohol and substance abuse related information as
          applicable to services provided hereunder.

     3.   The Contractor affirms that as of the date of this agreement it is not
          a covered entity as defined by the Health Insurance Portability and
          Accountability Act (HIPAA). If at any time Contractor or Medical
          SubContractor(s) becomes a covered entity, it shall comply with HIPAA
          and its regulations.

     4.   The Contractor and the Department agree that written reports,
          information, or data furnished by the other party under this Agreement
          ("Agreement Information") are to be considered confidential. The
          Contractor agrees not to disclose any portion of such written reports,
          information and data to the media or any person without the prior
          written approval of the Department except as required by law and shall
          provide reasonable, notice to the Department of such disclosure except
          as required by law. All requests for information pursuant to the
          Freedom of Information Act shall be referred to the Department's
          General


                                                                              15

<PAGE>

          Counsel. The Contractor and the Department may also disclose such
          written information or material to its respective employees and agents
          on an "as needed" basis in connection with the performance of the
          respective obligations pursuant to this Agreement. Notwithstanding the
          foregoing, neither the Contractor nor the Department shall be liable
          to the other with respect to the disclosure and/or use of any
          information relating to this Agreement (except as specifically stated
          herein) which such party can establish to: (i) have become publicly
          known without breach of this Agreement by the disclosing party or (ii)
          have been known by the disclosure party without any obligation to
          maintain its confidentiality prior to disclosing of such information
          to the disclosing party by the other party. The Contractor and the
          Department shall execute all documents reasonably required by the
          other party to implement the confidentiality provisions of this
          Agreement. The provisions of this Section shall survive the
          termination of this Agreement.

     5.   The Contractor agrees to comply with State Regulations regarding
          information from the Tuberculosis Registry. Information received from
          cross-matches with the Department's Tuberculosis Registry as disclosed
          from confidential records is protected by the City Health Code and the
          State Sanitary Code (10 N.Y.C.R.R. Part 2). State and local law
          prohibits further disclosure of this information by the person to whom
          it is divulged, without the express written consent of the person to
          whom it pertains, or as otherwise authorized by law.

     6.   Notwithstanding the foregoing provisions, the Department shall make
          this Agreement and Agreement Information, available to the public in
          accordance with all the applicable laws and regulations of the United
          States Government and the State regarding freedom of information and
          in accordance with the applicable rules, regulations and procedures of
          the Department.

     7.   The Contractor shall not, without the prior consent of the Deputy
          Commissioner or his designee, release to DOC any patient medical
          information (except as authorized by Regulation and Department policy)
          or charts, clinical notes.

     8.   The Contractor shall cooperate with the New York City Department of
          Investigation including the provision of requested documents within
          the timeframes specified. The Contractor shall, notify the Deputy
          Commissioner or its designee of all such requests for documents.

     9.   Except as provided in the Regulations, or as required for medical
          treatment, all Inmate and Infant Medical Records shall be treated as
          confidential. The Department and/or its designated agent, and
          personnel from regulatory agencies authorized to do so by the
          Department shall have the right at any time to inspect any Medical
          Records maintained by the Contractor belonging to the Department.

D.   Approval of Literature.

     1.   Procedure. The Contractor shall submit to the Department the final
          draft copy of each piece of written material, educational material,
          test, brochure, flyer, pamphlet, questionnaire, or video developed by
          it under this Agreement for review and approval prior to printing. The
          Department will respond in writing to the Contractor within twenty
          (20) business days


                                                                              16

<PAGE>

          indicating approval or need for modification of the submitted
          material. Should this response indicate need for modification,
          specific written guidance will be given to the Contractor. The
          Contractor shall make the modifications as indicated by the
          Department, and resubmit the material for the Department's final
          approval. Should the Contractor disagree with the modifications
          proposed by the Department a final determination as to the
          modifications will be made by the Deputy Commissioner. The format and
          content of educational programs will also be subject to the approval
          provision of this Section.

     2.   Property. All materials, publications, videos, curricula, reports, and
          other work product produced from this Agreement or with funds provided
          under this Agreement shall belong to the Department and the Department
          shall have all rights, title and interest in such materials. Such work
          product to the extent possible where such material is not owned or
          developed by others shall be considered "work-made-for-hire" within
          the meaning and purview of Section 101 of the United States Copyright
          Act 17 U.S.C. Section 101, and the City shall, be the copyright owner
          thereof and of all aspects, elements and components. thereof in which
          copyright protection may subsist. To the extent that such work product
          does not qualify as "work-made-for-hire", the Contractor hereby
          irrevocably transfers, assigns and conveys exclusive copyright
          ownership in and to the work product to the City, free and clear of
          any liens, claims, or other encumbrances. The Contractor shall retain
          no copyright or intellectual property interest in the work product,
          and it shall be used by the Contractor for no other purpose without
          the prior written permission of the City. The Contractor acknowledges
          that the City may, in its sole discretion, register copyright in the
          work product with the U.S. Copyright Office or any other government
          agency authorized to grant copyright registrations. The Contractor
          shall cooperate in this effort, and agrees to provide any further
          documentation necessary to accomplish this.

     3.   Retention of Reports Surveys Audits. Contractor shall maintain for at
          least six (6) years copies of all financial and work reports,
          evaluation surveys and audits which reflect the services rendered
          hereunder and fiscal accountability of all monies appropriated and
          spent thereby, make copies thereof available and submit, such copies
          to the Department upon request.

E.   Proprietary Rights.

     1.   The Department shall at all times have and retain ownership rights to
          all health data generated in connection with this Agreement, whether
          entered into a computerized data collection system or in original
          form; all health data information systems in use at any applicable
          correctional facility; and software developed for use in the delivery
          or oversight of Contract Services whether funded in part or whole by
          the Department.

     2.   The Contractor hereby grants to the Department a perpetual, fully
          paid, non-exclusive license for the record keeping software described
          in Annex A Section xviii ("Software") to be developed in accordance
          with the terms hereof together with all user and technical
          documentation, and other material supplied in connection therewith.
          The Department may use, modify, and enhance the Software as it sees
          fit solely for the purpose of the provision of health care in
          facilities operated by the Department of Correction. The City shall
          own the copyright in any modifications or enhancements to the
          Software. The Department and the City may not sell, assign, or
          otherwise transfer the Software or the license or


                                                                              17

<PAGE>

          sublicense, distribute or disclose the Software to any other entity,
          except in furtherance of the provision of health care on Rikers Island
          and elsewhere in the facilities and Institutions operated by the New
          York City Department of Correction. The Contractor shall retain
          ownership and all rights, title and interest in and to the Software
          and to all the documentation, source code and other information and
          material relating to the Software provided or disclosed to the
          Department or the City. The Contractor shall provide to the Department
          all source codes to the Software on a CD-ROM disc, which the
          Department shall at all times maintain in confidence in a secure
          location. The Department shall be permitted to periodically test the
          source code. The Department or the City shall use or refer to the
          source code only in the event the Contractor shall: (1) fail to
          perform its maintenance or support obligations under this Agreement
          and fail to cure such failure within 30 days following receipt of
          written notification of such failure; or (2) cease to do business
          without providing for a successor to perform ongoing support or
          maintenance obligations under this Agreement. In addition, the
          Department may use the source code in the event the Department
          determines that it is appropriate to modify or enhance the Software
          for use by the Department or the City. The source code shall be
          disclosed or accessed only on a need-to-know basis and only to
          Department or City personnel or Consultant Programmers who are aware
          of and agree to adhere to the confidentiality obligations set forth in
          this paragraph. The Contractor shall maintain and update the Software
          as long as it is the contractor performing services for the Department
          or its successor on Rikers Island or elsewhere in the facilities and
          Institutions operated by the New York City Department of Correction.
          Maintenance shall consist of the following: provisions of all updates
          to the Software generally made available to other clients of
          Contractor and the corresponding source code and "Help Desk" services
          during normal business hours.

F.   Information Security. The Contractor will comply with its own security
     policies, procedures and standards when discharging its responsibilities
     hereunder and those of the City of New York as required by the Department,
     the New York City Department of Information Technology and
     Telecommunications and The New York City Department of Investigation. It
     will ensure that all confidential information concerning Infants and
     correctional officers and on-site personnel will be held in the strictest
     confidence and will obtain such assurances from any third party with whom
     it enters into subcontracts for the performance of services required
     hereunder. The Contractor and its Subcontractors will comply with all
     procedural activities that may be required to achieve compliance with the
     HIPAA rules and regulations as they become final. The Contractor shall be
     liable for any acts, failures, or omissions by any such third party in its
     obligations with respect to compliance with HIPAA. This Agreement will be
     deemed to include all such final rules and regulations, including any
     amendments thereto.

G.   Grants and Gifts.

     1.   With the consent of the Department and subject to the Department
          policies and procedures (including without limitation, those policies
          and procedures with respect to any reimbursement of the Department for
          payments it may make and services it may render to the Contractor),
          the Contractor may apply for, receive and accept funds from any
          source, for the support of professional services or Research and
          scientific activities to be carried out, at the Institutions
          (hereinafter referred to as "Sponsored Funds"). The Contractor shall
          furnish to the Department, at the time of acceptance of Sponsored
          Funds, information regarding the source of such Sponsored Funds, the
          amount and terms thereof and other information that the Department
          shall reasonably request relating to the activities being


                                                                              18

<PAGE>

          performed by or under the direction of the Contractor at the
          Institutions with such Sponsored Funds. Nothing contained herein shall
          exempt the Contractor or its employees from any of the rules and
          regulations of the Institutions or medical and administrative
          standards and procedures promulgated by the Commissioner of Health and
          Mental Hygiene which specify the conditions under which Research may
          be conducted at the Institutions. No Research, whether financed by
          Sponsored Funds or otherwise, may be conducted at the Institutions
          (whether directly or indirectly) without the prior written approval of
          the Department and compliance with applicable federal law.

     2.   The acceptance and administration of all such grants shall be subject
          to the rules, regulations and procedures of the Department. The
          Contractor agrees that any Sponsored Funds and/or third party
          reimbursements relating to Contract Services shall inure to the
          benefit of the Department. The Deputy Commissioner shall be advised of
          and made a party to any negotiations and shall approve in advance any
          decision regarding any sponsored funds and/or third party
          reimbursements relating to Contract Services.

     3.   Upon termination of this Agreement, any grant that has not expired
          will be assigned to the Department or to its designee, to the extent
          that it is assignable. The Department shall assume all obligations and
          responsibilities associated with such grant.

H.   Choice of Law, Consent to Jurisdiction and Venue.

     1.   This Agreement shall be deemed to be executed in the City and State,
          regardless of the domicile of the Contractor, and shall be governed by
          and construed in accordance with the laws of the State.

     2.   The parties to this Agreement agree that any and all claims asserted
          by or against the Department arising under this Agreement or related
          thereto shall be heard and determined in the courts of the State
          located in the City ("New York State Courts"). To effectuate this
          Agreement and intent, the Contractor agrees that if the Department
          initiates any action against the Contractor in New York State Court,
          service of process may be made on the Contractor either in person,
          wherever such Contractor may be found, or by registered mail addressed
          to the Contractor at its address, as set forth in this Agreement, or
          to such other address as the Contractor may provide to the Department
          in writing.

I.   General Release. The acceptance by the Contractor or its assignees of the
     final payment for each Fiscal Year under this Agreement shall constitute
     and operate as a general release to the Department and the City from any
     liability to the Contractor.

J.   Claims and Actions Thereon.

     1.   No action at law or proceeding in equity against the Department or the
          Contractor shall lie or be maintained upon any claim based upon this
          Agreement or arising out of this Agreement or in any way connected
          with this Agreement unless the Contractor or the Department, as the
          case may be, shall have complied with all requirements relating to the
          giving of notice and of information with respect to such claims, all
          as herein provided.


                                                                              19

<PAGE>

     2.   No action except an action for failure to provide indemnification as
          provided herein shall be maintained by the Department, the City or the
          Contractor against any of such parties upon any claims based upon this
          Agreement unless such action shall be commenced within six (6) years
          of the termination or conclusion of this Agreement, or within six (6)
          years after the accrual of the cause of action, whichever is earlier.

     3.   In the event that a claim is made or an action is brought relating to
          this Agreement, each of the Contractor and the Department shall render
          to the other (and to the City), such reasonable assistance as they may
          require.

     4.   No Claim Against Officers, Accounts or Employees. No claim whatsoever
          shall be made by the Contractor against any individual officer, agent
          or employee of the Department or City for, or on account of, anything
          done or omitted in connection with this Agreement.

K.   Exclusion of Third Party Rights. Except as may be specifically set out
     herein, the parties do not intend that anything contained in this Agreement
     shall extend rights to any person or entity who is not a party hereto.
     Notwithstanding the foregoing, the parties hereby grant to DOC the right to
     enforce, as an intended third party beneficiary, those sections hereof
     which may in any way affect its authority and obligations with respect to
     the care and custody of Inmates.

L.   Recoupment of Disallowances, Questioned Costs and Over-Payments. The
     Department may, at its option, withhold for the purposes of set-off any
     monies due to the Contractor under this Agreement up to the amount of any
     disallowances or questioned costs resulting from any audit of the
     Contractor with regard to this Agreement or any other Agreement between the
     parties hereto, including any Agreement for a term commencing prior to the
     commencement date of this Agreement.

M.   Limitation of Liability. The Department's liability to the Contractor for
     any losses or damages, direct or indirect, arising out of any of the
     provisions of this Agreement, with the exception of any liability pursuant
     to the terms herein, shall not exceed the amount due the Contractor for
     services performed under this Agreement that remain unpaid at the time of
     such loss or damage. The Department shall not be liable to the Contractor
     for incidental or consequential damages in any event. This clause shall
     supersede any other clause of this Agreement that may be deemed
     inconsistent with it.

N.   Policies and Procedures. The Contractor and its sub contractors shall
     comply with all Department policies and procedures developed for or
     relating to the services provided herein. With respect to this obligation,
     no operational protocols or guidelines shall be issued or implemented by
     the Contractor without Department approval, which shall not be unreasonably
     withheld or delayed. The Department shall provide the Contractor and
     Medical SubContractor with all current Policies and Procedures.

0.   Affirmation and Insurance. The Contractor shall complete and execute the
     affirmation and insurance forms annexed hereto.


                                                                              20

<PAGE>

END OF PART I
NO MORE TEXT ON THIS PAGE


                                                                              21

<PAGE>

RIDER
COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT

This Agreement is subject to the provisions of Subtitle a of Title II of the
Americans with Disabilities Act of 1990, 42 U.S.C. 12132 ("ADA") and regulations
promulgated pursuant thereto, see 28 CFR Part 35. Contractor shall not
discriminate against an individual with a disability, as defined in the ADA, in
providing services, programs or activities pursuant to this Agreement. To ensure
Contractors compliance with the ADA during the term of this Agreement the
Contractor shall prepare a plan ("Compliance Plan") which lists the programs
site(s) for which it and not the City of New York is the owner or prime
leaseholder and describes in detail how it intends to make the services,
programs or activities set forth in the scope of services herein readily
accessible and usable by individuals with disabilities at such site(s) listed.
In the event the program site is not readily accessible and usable by
individuals with disabilities, Contractor shall also include in the Compliance
Plan a description of reasonable alternative means and methods that result in
making the services, programs or activities set forth in herein readily
accessible to and usable by individuals with disabilities, including but not
limited to people with visual, audial, or mobility disabilities. Contractor
shall submit the Compliance Plan to the ACCO of the Agency for review within 10-
days after execution of this agreement. Upon approval by the Agency of the
Compliance Plan, Contractor shall abide by the Compliance Plan to make the
services, programs or activities accessible and usable by the disabled.
Implementation of the Compliance Plan shall be in accordance with the schedule
for Compliance agreed upon by the Agency and the Contractor.

Contractor's failure to either submit a Compliance Plan as required herein or
implement an approved Compliance Plan may be deemed a material breach of the
Agreement and result in the City Terminating this Agreement.


                                                                              22

<PAGE>

AFFIRMATION

The undersigned proposer or bidder Affirms and declares that said proposer or
bidder is not in arrears to the City of New York upon debt, contract or taxes
and is not a defaulter, as surety or otherwise, upon obligation to the City of
New York, and has not been declared not responsible, or disqualified, by any
agency of the City of New York, nor is there any proceeding pending relating to
the responsibility or qualification of the proposer or bidder to receive public
contracts except ______________________________________________________________.

Full name of proposer or bidder: Prison Health Services Inc.
Address: 1940 Hogen Street
City E. Elmhurst   State NY   Zip 11370

Tennessee: 105 Westpark Drive
           #200
           Brentwood, TN 37027

CHECK ONE AND INCLUDE APPROPRIATE NUMBER:

[ ] A -- Individual or Sole Proprietorship
SOCIAL SECURITY NUMBER

_________-_________-_________

[ ] B -- Partnership, Joint Venture or other unincorporated organization
Employer Identification Number

_________-_________-_________

[ ] C --  Department
Employer Identification Number
23-210-8853

By: Richard D. Wright


Signature /s/ Richard D. Wright
          ---------------------------
Title President & CEO
If a corporation, place seal here: (SEAL)

Must be signed by an officer or duly authorized representative.

Under the Federal Privacy Act the furnishing of Social Security Number by
bidders on City contracts is voluntary. Failure to provide a Social Security
Number will not result in a bidders' disqualification. Social Security Numbers
will be used to identify bidders, proposers or vendors to ensure their
compliance with laws, to assist the City in enforcement of laws as well as to
provide the City a means of identifying businesses which seek City contracts.


                                                                              23

<PAGE>

IN WITNESS WHEREOF, the City has caused these presents to be executed in
triplicate by the Commissioner, and the Contractor has caused these presents to
be executed by the duly authorized officer and its corporate seal to be hereunto
affixed as of the day and year first above written.

THE CITY OF NEW YORK


BY: /s/ Illegible
    ---------------------------------
Commissioner of Health and Mental Hygiene

[insert]


(Corporate Seal)


BY: /s/ Richard D. Wright
    ---------------------------------
TITLE: President & CEO
(President or Vice President)

(SEAL)

Approved as to Form
Certified as to Legal Authority:


/s/ Steve Stein
-------------------------------------
Acting Department (Corporation) Counsel
Date: 11/9/04


                                                                              24

<PAGE>

STATE OF NEW YORK    )
ss:
COUNTY OF NEW YORK   )

On this 19th day of November, 2004 before me personally came Thomas R. Frieden,
M.D., M.P.H., to me known and known to me to be the Commissioner of Health and
Mental Hygiene of the City of New York, the person described in who, as such
Commissioner, executed the foregoing agreement, and he duly acknowledged to me
that he executed the same on behalf of the City of New York and the Department
of Health and Mental Hygiene for the purpose herein mentioned.


/s/ Frank Lane                          (STAMP)
-------------------------------------
Notary Public or Commissioner of Deeds

STATE OF TENNESSEE     )
ss:
COUNTY OF WILLIAMSON   )

On this _____ day of __________, 2003, before me personally came Richard
Wright who being by me duly sworn, did depose and say that (s)he resides in the
City of Brentwood that (s)he is the President of PHS, the corporation
described in and which executed the foregoing instrument; that (s)he knows the
seal of said Department; that the seal affixed to the said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said partnership; and that (s)he signed his/her name thereto by like order for
the purposes therein mentioned.


/s/ Susan Saums                         (SEAL)
-------------------------------------
Notary Public or Commissioner of Deeds


                                                                              25
<PAGE>

<TABLE>
<S>                                     <C>
ACORD(TM) CERTIFICATE OF LIABILITY INSURANCE                   DATE (MM/DD/YYYY)
                                                                    11/11/04
PRODUCER                                THIS CERTIFICATE IS ISSUED AS A MATTER
PHILIP E. REISCHMAN                     OF INFORMATION ONLY AND CONFERS NO
ONE BRIARLAKE PLAZA                     RIGHTS UPON THE CERTIFICATE HOLDER. THIS
2000 WEST SAM HOUSTON PARKWAY SOUTH,    CERTIFICATE DOES NOT AMEND, EXTEND OR
SUITE 2000                              ALTER THE COVERAGE ACCORDED BY THE
HOUSTON, TX 77042 1-800-733-4474        POLICIES BELOW.

INSURED                         INSURERS AFFORDING COVERAGE                    NAIC #
-------                         ---------------------------                    ------
PRISON HEALTH SERVICES, INC.    INSURER A: LEXINGTON INSURANCE COMPANY          19437
105 WESTPARK DRIVE, SUITE 200   INSURER B: INSURANCE COMPANY OF THE STATE PA    19380
BRENTWOOD, TN 37027             INSURER C: AMERICAN HOME ASSURANCE COMPANY      19429
                                INSURER D: N/A
                                INSURER E: N/A

COVERAGES

THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED
ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR
CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES
DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

                                                                   POLICY      POLICY
                                                                  EFFECTIVE  EXPIRATION
INSR  ADD'L                                                         DATE        DATE
 LTR  INSRD           TYPE OF INSURANCE           POLICY NUMBER  (MM/DD/YY)  (MM/DD/YY)                  LIMITS
----  -----           -----------------           -------------  ----------  ----------  --------------------------------------
A            GENERAL LIABILITY                      680-1416     01/01/2004  01/01/2005  EACH OCCURRENCE             $1,000,000
                                                                                         DAMAGE TO RENTED            $100,000
             [X] COMMERCIAL GENERAL LIABILITY                                            PREMIES (EA. OCCURRENCE)
             [ ] CLAIMS MADE [X] OCCUR                                                   MED EXP (Any one person)    $N/A
             [ ] _____________________________                                           PERSONAL & ADV INJURY       $1,000,000
             [ ] _____________________________                                           GENERAL AGGREGATE           $2,000,000
             GEN'L AGGREGATE LIMIT APPLIES PER:                                          PRODUCTS - COMP/OP AGG      $2,000,000
             [X] POLICY [ ] PROJECT [ ] LOC
                                                                                         COMBINED SINGLE LIMIT       $N/A
             AUTOMOBILE LIABILITY                                                        (Ea accident)

             [ ] ANY AUTO                                                                BODILY INJURY               $N/A
             [ ] ALL OWNED AUTOS                                                         (Per person)
             [ ] SCHEDULED AUTOS                                                         BODILY INJURY               $N/A
             [ ] HIRED AUTOS                                                             (Per accident)
             [ ] NON-OWNED AUTOS                                                         PROPERTY DAMAGE             $N/A
             [ ] _____________________________                                           (Per accident)
             [ ] _____________________________                                           AUTO ONLY - EA ACCIDENT     $N/A

             GARAGE LIABILITY                                                            OTHER THAN          EA ACC  $N/A
             [ ] ANY AUTO                                                                AUTO ONLY:             AGG  $N/A
             [ ] _____________________________                                           EACH OCCURRENCE             $N/A

             EXCESS/UMBRELLA LIABILITY                                                   AGGREGATE                   $N/A
             [ ] OCCUR [ ] CLAIMS MADE                                                                               $N/A
             [ ] DEDUCTIBLE                                                                                          $N/A
             [ ] RETENTION                                                                                           $N/A

B     WORKERS COMPENSATION AND                   WC4552913       06/01/2004  06/01/2005  [X] WC STATU- [ ] OTHER
C     EMPLOYERS' LIABILITY                       WC4552914 (CA)  06/01/2004  06/01/2005      TORY LIMITS
C     ANY PROPRIETORSHIP/PARTNER/EXECUTIVE       WC4552915 (WI)  06/01/2004  06/01/2005  E.L. EACH ACCIDENT          $1,000,000
      OFFICER/MEMBER EXCLUDED?                                                           E.L. DISEASE - EA EMPLOYEE  $1,000,000
      If yes, describe under                                                             E.L. DISEASE POLICY LIMIT   $1,000,000
      SPECIAL PROVISIONS below

      OTHER
A     HEALTHCARE PROFESSIONAL LIABILITY (CLAIMS     680-1416     01/01/2004  01/01/2005  $1,000,000 EACH MEDICAL INCIDENT
      MADE)                                                                              $3,000,000 AGGREGATE
                                                                                         $10,000,000 TOTAL POLICY AGGREGATE


DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY
ENDORSEMENT/SPECIAL PROVISIONS

WC - COVERED STATES: AR, AZ, CA, CO, DC, DE, FL, GA, ID, IL, IN, KS, KY, LA, MA,
MD, ME, MI, MN, MO, MS, NC, NJ, NM, NY, NV, OK, OR, PA, RI, SC, TN, TX, UT, VA,
VT, WI.

FOR PROFESSIONAL AND GENERAL LIABILITY, THIS INSURANCE APPLIES AS EXCESS
COVERAGE TO THAT WHICH IS AFFORDED TO ANY INSURED PER THE CONTRACTUAL
INDEMNIFICATION BY THE CITY OF NEW YORK. PROFESSIONAL AND GENERAL LIABILITY
LIMITS ARE INCLUSIVE OF APPLICABLE SELF-INSURED RETENTION. WITH REGARDS TO
WORKERS' COMPENSATION, BLANKET ADDITIONAL INSURED AND BLANKET WAIVER OF
SUBROGATION AS REQUIRED BY CONTRACT.

CERTIFICATE HOLDER                      CANCELLATION

NEW YORK CITY HEALTH & HOSPITALS        SHOULD ANY OF THE ABOVE DESCRIBED
CORPORATION                             POLICIES BE CANCELLED BEFORE THE
125 WORTH STREET                        EXPIRATION DATE THEREOF, THE ISSUING
NEW YORK, NY 10013                      INSURER WILL ENDEAVOR TO MAIL 30 DAYS
                                        WRITTEN NOTICE TO THE CERTIFICATE HOLDER
                                        NAMED TO THE LEFT, BUT FAILURE TO DO SO
                                        SHALL IMPOSE NO OBLIGATION OR LIABILITY
                                        OF ANY KIND UPON THE INSURER, ITS AGENTS
                                        OR REPRESENTATIVES

                                        AUTHORIZED REPRESENTATIVE


                                        /s/ Illegible
                                        ----------------------------------------
</TABLE>

ACORD 25 (2001/08)                                       @ACORD CORPORATION 1988
<PAGE>

                                    IMPORTANT

If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be
endorsed. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,
certain policies may require an endorsement. A statement on this certificate
does not confer rights to the certificate holder in lieu of such endorsement(s).

                                   DISCLAIMER

The Certificate of Insurance on the reverse side of this form does not
constitute a contract between the issuing insurer(s), authorized representative
or producer, and the certificate holder, nor does it affirmatively or negatively
amend, extent for alter the coverage afforded by the policies listed thereon.

ACORD 25 (2001/08)
<PAGE>

<TABLE>
<S>                                     <C>
                                                                        DATE
ACORD(TM) CERTIFICATE OF LIABILITY INSURANCE  Page 1 of 2             03/25/2004


PRODUCER                 877-945-7378   THIS CERTIFICATE IS ISSUED AS A MATTER
Willis North America, Inc. -            OF INFORMATION ONLY AND CONFERS NO
Regional Cert Center                    RIGHTS UPON THE CERTIFICATE HOLDER. THIS
26 Century Blvd.                        CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 305191 Nashville,              ALTER THE COVERAGE ACCORDED BY THE
TN 372305191                            POLICIES BELOW.

                                        INSURERS AFFORDING COVERAGE
                                        ---------------------------

INSURED                                 INSURER A: Hartford Fire Insurance Company  19682-001
Prison Health Services, Inc.            INSURER B: __________________________________________
Attn: Rochelle Payne                    INSURER C: __________________________________________
105 Westpark Drive                      INSURER D: __________________________________________
Suite 300                               INSURER E: __________________________________________
Brentwood, TN 37027

COVERAGES

THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED
ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR
CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES
DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

                                                            POLICY      POLICY
                                                           EFFECTIVE  EXPIRATION
INSR                                                         DATE        DATE
 LTR            TYPE OF INSURANCE          POLICY NUMBER  (MM/DD/YY)  (MM/DD/YY)                    LIMITS
----            -----------------          -------------  ----------  ----------                    ------
      GENERAL LIABILITY                                                           EACH OCCURRENCE                 $_________

      [X] COMMERCIAL GENERAL LIABILITY                                            FIRE DAMAGE (Any one fire)      $_________
      [ ] [ ] CLAIMS MADE [ ] OCCUR                                               MED EXP (Any one person)        $_________
      [ ] _______________________________                                         PERSONAL & ADV INJURY           $_________
      [ ] _______________________________                                         GENERAL AGGREGATE               $_________
      GEN'L AGGREGATE LIMIT APPLIES PER:                                          PRODUCTS - COMP/OP AGG          $_________
      [ ] POLICY [ ] PROJECT [ ] LOC

  A   AUTOMOBILE LIABILITY                  20UUNGY8394    1/1/2004    1/1/2005   COMBINED SINGLE LIMIT           $1,000,000
                                                                                  (Ea accident)
      [X] ANY AUTO                                                                BODILY INJURY (Per person)      $_________
      [ ] ALL OWNED AUTOS
      [X] SCHEDULED AUTOS                                                         BODILY INJURY (Per accident)    $_________
      [X] HIRED AUTOS
      [ ] NON-OWNED AUTOS                                                         PROPERTY DAMAGE (Per accident)  $_________
      [ ] _______________________________
      [ ] _______________________________

      GARAGE LIABILITY                                                            AUTO ONLY - EA ACCIDENT         $_________
      [ ] ANY AUTO                                                                OTHER THAN        EA ACC        $_________
      [ ] _______________________________                                         AUTO ONLY:        AGG           $_________

      EXCESS LIABILITY                                                            EACH OCCURRENCE                 $_________
      [ ] OCCUR [ ] CLAIMS MADE                                                   AGGREGATE                       $_________
                                                                                                                  $_________
      [ ] DEDUCTIBLE                                                                                              $_________
      [ ] RETENTION $ ________                                                                                    $_________
      WORKERS COMPENSATION AND EMPLOYERS'                                         [ ] WC STATUTORY LIMITS
      LIABILITY                                                                   [ ] OTHER
                                                                                  E.L. EACH ACCIDENT              $_________
                                                                                  E.L. DISEASE - EA EMPLOYEE      $_________
                                                                                  E.L. DISEASE - POLICY LIMIT     $_________
  A   OTHER                                 20UUNGY8394    01/01/2004 01/01/2005  ACV Less
      Business Automobile                                                         $1,000 Comprehensive Deductible
      Physical Damage                                                             $1,000 Collission Deductible

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY
ENDORSEMENT/SPECIAL PROVISIONS

Certificate holder, the City, its officers, officials and employees are named as
additional insured to the automobile liability coverage with respects to the
named insured's operations, regarding healthcare services for inmates and
infants of female inmates who are held in correctional institutions under the
charge of the commissioner of corrections the City of New York (the head of the
Dept. of Corrections).

CERTIFICATE HOLDER  [ ] Additional INSURED; INSURER LETTER:___    CANCELLATION

                                        SHOULD ANY OF THE ABOVE DESCRIBED
                                        POLICIES BE CANCELLED BEFORE THE
                                        EXPIRATION DATE THEREOF, THE ISSUING
                                        INSURER WILL MAIL 30 DAYS WRITTEN NOTICE
                                        TO THE CERTIFICATE HOLDER NAMED TO THE
                                        LEFT.

New York City Health & Hospitals Corporation
Attn: President
125 Worth Street
Room 514
New York, NY 10013

                                        AUTHORIZED REPRESENTATIVE


                                        /s/ Illegible
                                        ----------------------------------------
</TABLE>

ACORD 25-S (7/97) Coll: 953383 Tpl: 233903 Cert: 4214110 @ACORD CORPORATION 1988
<PAGE>

                                                                     Page 2 of 2


                                    IMPORTANT

If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be
endorsed. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,
certain policies may require an endorsement. A statement on this certificate
does not confer rights to the certificate holder in lieu of such endorsement(s).

                                   DISCLAIMER

The Certificate of Insurance on the reverse side of this form does not
constitute a contract between the issuing insurer(s), authorized representative
or producer, and the certificate holder, nor does it affirmatively or negatively
amend, extent for alter the coverage afforded by the policies listed thereon.

ACORD 25-S (7/97) Coll: 953383 Tpl: 233903 Cert: 4214110
<PAGE>

                           ANNEX A: SCOPE OF SERVICES

I.     CLINICAL SERVICES
A.     Medical Services.
       1.  Intake
       2.  Sick Call
       3.  Follow-up
       4.  Laboratory Services
       5.  Pharmacy
       6.  Specialty Care
       7.  Emergency Care
       8.  Infection Control
       9.  Chronic Conditions.
           a. HIV
           b. Tuberculosis
           c. Dialysis
       10. Substance Abuse Treatment.
       11. Referrals.
       12. Sharps.
       13. Pilot Programs.
       14. Reporting.
       15. Disaster Planning/Emergencies.
       16. Blood-borne Pathogen Exposure.
       17. Women's Health Care Services.
       18. Infants.
       19. Prosthetic Devices.
       20. Transitional Healthcare.
       21. Smoking Cessation.
       22. Accreditation.
       23. Patient Advocates
       24. Condom Distribution
B.     Dental Services
C.     Mental Health.
       1.  Timely and Appropriate Mental Health

II.    DOC RELATED ACTIVITIES
A.     Cooperation
B.     Food Handlers
C.     First Aid
D.     Staff

III.   ON-ISLAND TRANSPORT

IV.    TRANSLATION AND INTERPRETATION SERVICES

V.     CULTURAL SENSITIVITY

Annex A
11/5/2004


                                                                               1

<PAGE>

VI.    LEASES

VII.   STAFFING AND SUPERVISION
A.     Staffing Requirements.
B.     Modifications in Staffing Requirements.
C.     Vacancies.
D.     Specific Staffing Requirements.

VIII.  PHYSICIAN PROVIDER QUALIFICATIONS

IX.    TRAINING AND ORIENTATION

X.     NON-PHYSICIAN PROVIDER QUALIFICATIONS

XI.    HIRING
A.     Program Directors.
B.     Other staff.

XII.   ASSIGNMENT OF PROVIDERS

XIII   QUALITY ASSURANCE/IMPROVEMENT AND RISK MANAGEMENT
A.     Quality Improvement.
B.     Mortality and Morbidity Meetings.
C.     Risk Management.
D.     Quality Assurance.

XIV.   COMPUTERS

XV.    INFORMATION SYSTEMS

XVI.   CONFIDENTIALITY

XVII.  ELECTRONIC MEDICAL RECORD

XVIII. ELECTRONIC RECORDKEEPING

XIX.   RESPONSIBILITIES OF PROFESSIONAL EMPLOYEES

XX     MAINTENANCE OF MEDICAL RECORDS

XXI.   EQUIPMENT
A.     Maintenance
B.     Ownership
C.     Repairs, Replacement
D.     Inventory

Annex A
11/5/2004


                                                                               2

<PAGE>

XXII.  WAREHOUSE: PROVISION OF SUPPLIES

XXIII. SUPPLIES AND MEDICATIONS
A.     Forms.
B.     Review.
C.     Inventory.
D.     Supplies.
E.     Additional Services.

Annex A
11/5/2004


                                                                               3
<PAGE>


ANNEX A: SCOPE OF SERVICES

The Contractor by means of a Medical and Dental SubContract(s) shall provide
medically necessary services in accordance with the terms set forth herein,
community standards, the Department's Policy and Procedure manuals incorporated
by reference, the Minimum Standards of the New York City Board of Correction and
the applicable State laws and regulations. Such services shall be evaluated
periodically using the performance indicators, performance measures and outcome
indicators specified herein as well as site visits and document inspections at
the Department's discretion. All services shall be funded in accordance with the
Budget contained in Annex B attached hereto and incorporated herein. The Budget
may be modified, as agreed upon, pursuant to Part I, Article IV(A).

I.   CLINICAL SERVICES

A.   Medical Services. The Contractor and its Medical and Dental SubContractors
     shall provide all medically necessary services on a timely basis, except
     those requiring treatment at an inpatient hospital and specialty care
     services which are not included under this agreement, and shall ensure that
     one or more Physician providers will be physically on the premises of each
     institution at all times. The Contractor and the Medical and Dental
     SubContractors shall provide services to inmates transported to the
     designated Institutions from other DOC operated facilities when the
     required medical care is not available at such other facilities.

     1.   Intake. The Medical SubContractor shall perform an intake examination
          of all inmates in accordance with protocols and timeframes developed
          by the Department and consistent with the Minimum Standards
          promulgated by the Board of Correction. Intake examinations must be
          available 24 hours per day, seven days per week. Unless otherwise
          agreed upon, all intake examinations shall be performed and completed
          within four (4) hours from the time the inmate is presented by DOC and
          is ready to be seen by a physician, physician's assistant or nurse
          practitioner.

          a.   The Medical SubContractor shall monitor the time from when the
               patient is presented until the completion of the exam and DOC is
               notified that the exam has been completed.

          b.   Medical SubContractor shall utilize the most current intake forms
               designed and distributed by the Department. Such forms may be
               amended periodically.

          c.   All forms and other documents shall be filed in the patient's
               chart upon completion. Completion shall include all required
               signatures.

     2.   Sick Call.

Annex A
11/5/2004                                                                      4

<PAGE>

          a.   Routine sick call visits must be performed in each facility
               within 24 hours of request except for requests received on
               Fridays or Saturdays, or prior to a holiday, in which case the
               inmate shall be seen at the next scheduled time or as otherwise
               agreed upon. Sick call shall be performed under the supervision
               of a physician.

          b.   Emergency sick call shall be available at all times in each
               facility.

          c.   The Medical SubContractor may implement with the Department's
               approval a nurse triage model for sick-call requests, Patients
               will be referred, as appropriate, to a physician, nurse or to the
               pharmacy. Such model shall incorporate a mutually agreed upon
               patient education component. All such services shall be performed
               pursuant to a protocol that has been annually reviewed and
               approved by the site medical director and the Medical
               SubContractor's Medical Director.

          d.   Subject to the approval of DOC and the Department, Medical
               SubContractor shall develop a protocol whereby inmates in CPSU
               who require medical consultation are permitted to complete and
               submit a confidential sick-call request form ("slip system").

          e.   Subject to the approval of DOC and the Department, Medical
               SubContractor may make sick call available in the housing areas.

     3.   Follow-up.

          a.   The Medical and Dental Subcontractors shall, in each facility,
               schedule patients for follow-up care or treatment when clinically
               indicated or necessary. The Contractor shall notify DOC, in
               accordance with policies and procedures, when patients are
               required to be seen in clinic for follow-up. Patients shall be
               seen or treated as initially scheduled. In the event of
               circumstances beyond the control of the Contractor or Medical
               SubContractor, including but not limited to DOC's failure to
               produce the patient, the Medical SubContractor shall make
               reasonable efforts to reschedule the patient as medically
               appropriate.

          b.   The Medical SubContractor shall ensure that all patients with
               known or suspected chronic conditions are seen by a clinician for
               further examination no more than 14 calendar days from intake or
               discovery of such condition. Subsequent medical appointments
               shall take place no later than 30 days from the intake
               examination or discovery of the condition. Further appointments
               shall be scheduled as medically appropriate.

     4.   Laboratory Services.

Annex A
11/5/2004                                                                      5

<PAGE>

          a.   The Contractor shall be responsible for the provision of
               laboratory services in accordance with community standards
               including but not limited to prescribing laboratory tests
               targeted to diagnose presenting symptoms, and to confirm or rule
               out suspected conditions. The Medical SubContractor shall review
               all laboratory results and reports in a timely fashion which
               shall be reflected in the patient's treatment plan.

          b.   Services may be provided by a SubContractor subject to Department
               approval.

          c.   The Department shall reimburse the Contractor for all reasonable
               and necessary costs associated with laboratory services in
               accordance with Annex B.

          d.   Laboratory services shall include but not be limited to courier
               services of lab reports and/or samples, reports as required by
               the Medical SubContractor and the Department, and the provision
               of supplies and technical support related to laboratory services.

     5.   Pharmacy.

          The Medical SubContractor shall provide, in accordance with Department
          policies and procedures, pharmacy management services including but
          not limited to the preparation and dispensing of medicines prescribed
          by clinical staff. Pharmacy staff shall be responsible for managing
          the inventory and submitting all required reports.

     6.   Specialty Care.

          The Medical SubContractor shall provide specialty care in accordance
          with Department policies and procedures at facilities designated by
          and on a schedule approved by the Department. On-Island Specialty
          Services to be provided by the Medical SubContractor shall include:
          Cardiology; Dermatology; Ears, Nose, Throat; Gastroenterology;
          Neurology; Ophthalmology; Optometry; Orthopedics; Physical Therapy;
          Podiatry; Surgery; Urology; Hand Surgery; Ob/GYN; at the hours of
          service specified in Attachment 4 attached hereto and incorporated by
          reference. This list is subject to change upon request from the
          Department subject to Part I Article IV (A) (1) of this Agreement. The
          Contractor shall immediately notify the Department if at any time it
          is not able to staff a scheduled specialty clinic.

          At the discretion of the Department, Medical SubContractor may hire a
          certified specialist in wound care to provide care in the NIC and
          other designated facilities, as deemed necessary.

     7.   Emergency Care.

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          The Medical SubContractor shall provide emergency services,
          intervention and referrals 24 hours/day, 7 days/week. At each
          facility, during any tour when at least one physician is assigned to
          that facility, at least one physician will be assigned to respond to
          medical emergencies. Depending upon the severity of the emergency;
          inmates may be treated at the facility, at Urgi-Care or transferred to
          a hospital in accordance with the Department's protocol.

          The Contractor shall establish an Emergency Training Committee to
          conduct at least annually and critique "mandown" drills in each
          facility on each tour. Such Committee shall report to the Department
          as part of the Quality Assurance process.

     8.   Infection Control

          The Medical SubContractor shall maintain an Infection Control Program
          monitored by the Infection Control Committee, a multidisciplinary
          committee including medical, nursing, administrative and ancillary
          personnel of the Medical SubContractor responsible for making
          decisions and implementing programs designed to effect maximum
          protection for inmates and staff. There shall be an Infection Control
          Coordinator -- to be designated by the Medical SubContractor and who
          shall report to the Department's Director of Nursing -- to implement
          programs and act as liaison with the Department and other interested
          government agencies including the Centers for Disease Control and
          Prevention. Infection Control staff shall offer training to staff on
          such matters as infection control, decontamination and isolation based
          on appropriate laws, regulations and federal guidelines.

     9.   Chronic Conditions.

          a.   HIV. HIV counseling and testing, including rapid HIV testing,
               shall be offered to all new admissions whose HIV status is
               unknown during tours of duty in which mental health clinicians
               are scheduled pursuant to agreed-upon staffing patterns, and
               shall ensure the availability of a such mental health clinicians
               before making test results available to the patient All HIV
               counseling and testing shall be performed by qualified, staff in
               accordance with all applicable laws, regulations and established
               protocols. The Medical SubContractor shall refer all inmates with
               positive test results to MedSpan.

          b.   Tuberculosis. The Medical SubContractor shall cooperate with the
               Department to carry out the goals of identifying and treating
               active disease and preventing future disease in high risk groups.
               The Medical SubContractor shall test all inmates, or categories
               of inmates designated by the Department, for tuberculosis at the
               initial intake exam or other time specified by the Department.
               Unless otherwise indicated, the Medical

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               SubContractor shall provide TB case management as clinically
               indicated, using established Department protocols for treatment
               and reporting. When medically necessary, patients will be
               referred to the CDU.

          c.   Dialysis. The Medical SubContractor shall provide hemodialysis to
               all male patients requiring such services. Male patients shall be
               assessed by the nephrologist employed by the SubContractor who
               shall determine the appropriate treatment and who shall refer
               patients to an HHC hospital as medically necessary. Male patients
               requiring hemodialysis will be housed at BBKC or at a facility
               identified by the Department and DOC. Female patients shall
               receive services at Elmhurst Hospital or a facility to be
               determined by the Department.

     10.  Substance Abuse Treatment. The Medical SubContractor shall assess
          patients during the intake examination for alcohol and drug dependency
          and/or symptoms of withdrawal. As appropriate, patients will be
          detoxified using Methadone and referred to program counselors.
          Patients may be housed in the infirmary for close monitoring. Mental
          health staff shall also evaluate all inmates admitted to mental health
          services for the presence of substance abuse and may, as clinically
          appropriate, refer inmates for participation in the MICA program
          housed in a mental health observation unit. Appropriate patients will
          be considered for methadone maintenance. The Medical SubContractor
          shall offer grant-funded programs to patients including but not
          limited to KEEP (methadone maintenance/opiate detoxification) and MADE
          (Motivating Adolescents Through Diversion and Education)

     11.  Referrals. Contractor shall develop and implement, in collaboration
          with the Department, a protocol by which any patient discharged with
          identified clinical diagnoses requiring follow up shall be referred
          for appropriate community services. Such protocol shall require that
          the Contractor obtain from the patient a signed consent consistent
          with all applicable laws and regulations prior to sharing information
          with the community provider.

     12.  Sharps. The Medical SubContractor shall implement a protocol whereby
          sharps are counted at the change of each tour and the count is
          recorded. Such record shall be submitted to the Department and DOC.
          The Medical SubContractor shall immediately report discrepancies to
          DOC and the Department. The Department and DOC reserve the right to
          conduct random, unscheduled audits and to supervise the count.

     13.  Pilot Programs. The Department reserves the right to develop protocols
          which the Contractor and Medical SubContractor will implement on a
          pilot basis. Such protocols may include but not be limited to chronic
          care management and the distribution of certain over-the-counter
          medications. Such pilot

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          projects will be funded within the maximum amounts allowed per Annex B
          herein. Appropriate performance measures and data collection
          instruments shall be subject to negotiation. In the event that a pilot
          project becomes a standard of care, the Department reserves the right
          to select the related performance measure as a Performance Indicator
          subject to the requirements of Part I, Article IX (9)(C) of this
          Agreement.

          The Department shall provide the Contractor with a written proposal,
          specifying the scope, and duration and anticipated performance
          standards of any pilot project. The Contractor shall respond with a
          cost estimate. No pilot project shall proceed without the final
          approval of the Deputy Commissioner.

     14.  Reporting. The Contractor through its Medical SubContractor shall be
          responsible for reporting to the designated Department Bureau all
          communicable diseases, including but not limited to sexually
          transmitted diseases, as required by law and regulation. At such time
          as the Department's Registry shall become available to the Contractor,
          the Medical SubContractor shall be required to consult the Registry
          and to report positive results electronically.

     15.  Disaster Planning/Emergencies.

          a.   The Contractor shall review its disaster plan annually and revise
               it as necessary. Such plan will be consistent with National
               Commission on Correctional Health Care (NCCHC) or other
               identified standards, and appropriate drills will be conducted to
               ensure preparedness for emergency.

          b.   The Contractor shall participate as necessary and appropriate in
               the Emergency Preparedness Plan in cooperation with DOC and the
               Department. An appropriate member of the Contractor's staff shall
               be present in the DOC Command Center whenever the Emergency
               Preparedness Plan is activated.

          c.   The Contractor shall provide all Contract Services in a timely
               and appropriate manner regardless of the occurrence of any
               unanticipated incidents, contingencies or circumstances at the
               Institutions, and regardless of fluctuations in the Inmate
               census, except to the extent prevented by disasters, catastrophes
               or other acts of God or strikes by non-Contractor personnel. The
               Contractor and Medical SubContractor shall have developed
               contingency plans approved by the Department that ensure the
               availability of staffing sufficient to provide all Contract
               Services in the event of an emergency (e.g., job action or strike
               by health professionals or other employees, emergency opening of
               a closed housing area of Institution which necessitates
               additional staff beyond the number and type of health
               professionals specified herein) The Contractor recognizes that
               certain circumstances (such as Inmate riots or rebellions or

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               actions by DOC) may cause a temporary disruption in the normal
               volume of or demand for, Patient Care Services. The Contractor
               and Medical SubContractor agree that, upon cessation of any such
               disruption, they will meet any increased volume of such Patient
               Care in accordance with, and within the time limits specified in
               this Agreement.

          d.   In the event of an emergency including DOC changes in the
               location or classification of a jail when advance notice is not
               possible, the Contractor shall have thirty (30) days in which to
               implement a contingency plan approved by the Department. Such
               plan may allow "holiday" staffing. At the end of thirty (30)
               days, the Contractor and its sub contractors shall provide full
               services, as provided herein.

          e.   The Contractor and Medical SubContractor shall cooperate fully
               with the Department to provide emergency or other services not
               otherwise specified herein whenever an emergency is declared by
               the City of New York or upon request from the Department, the New
               York City Office of Emergency Management or by another city
               agency on behalf of the Mayor of the City of New York. Such
               cooperation may include but not be limited to the provision of
               medical services by staff employed by the Contractor or Medical
               SubContractor in locations to be determined.

     16.  Blood-borne Pathogen Exposure. The Medical SubContractor shall provide
          emergency care for DOC employees who may have been exposed to
          blood-borne pathogens in one of the Institutions or a job-related
          accident, The Medical SubContractor shall provide HIV counseling and
          testing, including rapid HIV testing, as deemed clinically appropriate
          by the Medical SubContractor, during off hours and weekends. Initial
          post exposure prophylaxis will be provided as clinically indicated.

     17.  Women's Health Care Services.

          a.   The Medical Sub-Contractor shall provide comprehensive medical,
               mental health, and psychosocial services as clinically indicated
               at the Rose M. Singer Center including but not limited to
               obstetrics and gynecology; mental health/depression; preventive
               health, including PAP smears and mammograms; communicable disease
               screening and treatment; substance abuse/dependence screening and
               treatment.

          b.   Pre-natal nurses shall have administrative and direct clinical
               responsibilities for ensuring all pre-natal care is provided in
               accordance with the standards of care promulgated by the American
               College of Obstetrics and Gynecology in addition to the
               Department's policies and procedures

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     18.  Infants.

          a.   Medical SubContractor shall provide on-site well-baby health care
               services to Infants, and child care and parenting services to
               their Inmate mothers, as set forth herein and in the Department's
               Nursery Program Policy and Procedures. Any Infant requiring
               health care at a level not available will be transported by EMS
               to a designated Hospital (or to another Hospital, if required in
               an emergency). The Contractor will bear no responsibility for the
               costs of such transportation, the timeliness of the response by
               EMS to a call for service, or the care that EMS or the hospital
               provides or fails to provide.

          b.   The Medical SubContractor shall ensure the presence in the
               Nursery of medical staff with appropriate pediatric experience
               and nursing staff for routine care, sick call and emergencies.
               When nursery staff is not on duty it shall be the responsibility
               of the Medical SubContractor's staff at the Rose M. Singer Center
               to respond to sick calls and emergencies in the Nursery. Such
               staff, in conjunction with the Urgi-Care, shall be responsible
               for determining when an Infant is to be transferred to a hospital
               and shall identify a staff member to accompany the infant to the
               hospital.

     19.  Prosthetic Devices. With the prior approval of the Department,
          Contractor may, employing a competitive selection process, enter into
          one or more Agreements for the on-site fitting and dispensing of
          prostheses including but not limited to eyeglasses, dentures and/or
          hearing aids. In the event of such Agreement, Contractor shall
          cooperate with the Department to develop and implement a protocol for
          the fitting, delivery within the facilities and in the community,
          storage and disposal of such devices.

     20.  Transitional Healthcare. The Contractor and its Medical SubContractor
          shall cooperate with the Department's Bureau of Transitional
          Healthcare Coordination and implement initiatives designed to increase
          medically appropriate community referrals for inmates upon re-entry,
          including those with chronic illness, promote better access to
          healthcare and improve screening and education. Contractor shall
          provide the Bureau of Transitional Healthcare Coordination with
          access, as needed, to charts and data.

          The Medical SubContractor shall refer patients with chronic diseases
          to the Bureau, as necessary, prior to release to the community.

     21.  Smoking Cessation. The Medical SubContractor shall conduct a smoking
          cessation program with the prior approval of the Department. Such
          program shall include but not be limited to counseling provided by
          trained public health educators combined with over the counter
          nicotine replacement devices

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          dispensed by the pharmacy to patients enrolled in such programs,
          subject to staffing and resources as set forth in the budget.

     22.  Accreditation. The Contractor and the Medical and Dental
          SubContractors will cooperate fully with any effort which may be taken
          by the Department to obtain and maintain any applicable accreditation
          of all jails during the term of the Agreement on a schedule to be
          mutually agreed upon. Subject to the provisions of Annex B, activities
          associated with the Accreditation process shall be paid for or
          reimbursed by the Department.

     23.  Patient Advocates. The Medical SubContractor shall employ patient
          advocates who shall cooperate with Department staff to respond to
          patient inquiries and complaints pursuant to Article XIII. C below and
          to assist, where possible, the Department in ensuring patient
          compliance with medical treatment plans.

     24.  Condom Distribution. The Medical SubContractor shall participate in a
          condom distribution program in accordance with Department polices and
          procedures.

B.   Dental Services.

     1.   The Dental SubContractor shall, in accordance with Department policies
          and procedures, provide dental care and treatment including but not
          limited to dental examinations; instruction on oral hygiene; emergency
          care; oral cancer screening; diagnosis; oral prophylactics;
          endodontics; restoration; periodontics; access to specialty care as
          clinically necessary; dental prosthetics as prescribed by a dentist;
          oral surgery. Dental services shall be available on a schedule to be
          determined jointly by the Medical SubContractor and the Department.

     2.   The Dental SubContractor shall perform a precursory oral cancer
          screening during intake. A dental consult may be generated at which
          time a more comprehensive dental exam is performed. The dentist shall
          do a brush biopsy screening as clinically indicated followed by
          referral for oral surgery as medically appropriate.

     3.   The Dental SubContractor shall use and maintain computer software and
          radiology equipment to enable access to dental records from any
          facility.

     4.   Dental staff shall count all sharps no less than twice each day: once
          at the beginning of the shift and once at the end of the shift and
          maintain records pursuant to an approved protocol which includes
          reporting to the Department and DOC. The Department and DOC reserve
          the right to conduct random unscheduled audits and to supervise the
          count.

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C.   Mental Health.

     1.   Timely and Appropriate Mental Health. Services shall be provided in
          accordance with all applicable laws and regulations including but not
          limited to the Minimum Standards promulgated by the New York City
          Board of Correction and the New York State Commission of Correction.

          a.   Psychiatric services shall be provided in the Mental Health
               Center at all times. Patients who have routine referrals for
               mental health services shall be evaluated within 72 hours of
               referral. Emergency referrals shall be processed immediately and
               evaluated by the first available staff. Patients who require
               inpatient hospitalization shall be promptly referred to the
               appropriate HHC psychiatric facility. Patients identified as
               requiring continued mental health treatment shall be scheduled
               for follow-up appointments with an appropriate mental health
               staff member. Patients shall be assigned to the appropriate
               housing location. Psychotropic medication shall be prescribed and
               safely administered according to accepted medical practice
               standards. Suicide prevention measures shall be performed
               according to Department policy.

          b.   The Medical SubContractor shall utilize, the most current forms
               designed and distributed by the Department Such forms may be
               amended periodically.

          c.   At the discretion of the Department, the Medical SubContractor
               may pilot treatment protocols including but not limited to the
               organization of an Intensive Management Unit for the
               identification and treatment of inmates with personality
               disorders.

II.  DOC RELATED ACTIVITIES

A.   Cooperation. The Medical SubContractor shall cooperate with DOC. Such
     cooperation shall include (i) the completion for each Inmate, upon
     admission to the Institution, a Department form that will indicate any
     contradictions connected with the use of stun shields or chemical agents
     (or other specified security equipment) by DOC personnel and notification
     to DOC staff that the use of a stun shield or chemical agent (or other
     specified security equipment) is or is not contraindicated; (ii) assistance
     in implementing a program pursuant to which certain terminally ill Inmates
     are released from the custody of DOC (the "Compassionate Release Program");
     (iii) completing an Injury to Inmate form as appropriate; and (iv) medical
     screening of Inmates referred into DOC programs.

B.   Food Handlers. Contractor shall process the Certification of Food Handlers
     in accordance with DOHMH guidelines and DOC requirements. When the DOC
     requests food handling clearances for inmates, the Contractor shall conduct
     a

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     chart review that includes a review of the inmate's admission history and
     physical, laboratory studies, PPD test and chest x-ray, and health or
     mental health conditions. The Contractor shall complete the certification
     process for each individual within 24 hours. In the event the Department
     revises its protocol for screening and testing for tuberculosis, the
     Medical SubContractor shall provide PPD tests and chest X-rays as necessary
     and appropriate for Certification of Food Handlers.

C.   First Aid.

     1.   The Medical SubContractor shall provide on-site first aid services to
          correctional personnel working at the Institutions and to civilian
          personnel onsite. In the event of an emergency, DOC will, at the same
          time, call both EMS and a health professional employed by the Medical
          SubContractor. The Services to be rendered by the health professional
          will consist first of triage-type evaluation, then, in the event of an
          emergency, stabilization pending the arrival of EMS. If there is no
          emergency, the health professional will refer the correctional officer
          or civilian to his or her private physician, or provide first aid to
          the correctional officer or civilian at the site so that he or she may
          return to work, whichever is indicated.

     2.   The services to be rendered by health professionals will not include
          (i) taking a complete medical history (although it will include taking
          such history as is warranted under the circumstances); (ii) providing
          a full physical examination, lab work, x-rays; or (iii) dispensing or
          prescribing medication, except for the administration of medication in
          an emergency.

     3.   The Medical SubContractor shall complete a DOC injury report for every
          correction officer and civilian to whom it provides first aid.

     4.   The Medical SubContractor shall respond to emergencies inside and
          outside facilities on Rikers Island where they provide medical care
          pursuant to this Agreement. Such response may include the provision of
          first aid and emergency triage for visitors and other civilians.

     5.   Such Services do not include or permit the rendering of health care
          services at courthouse facilities operated by DOC.

D.   Staff.

     1.   The Contractor shall provide to DOC, on a monthly basis, a list of
          employees and sub contractor's employees with a cover sheet indicating
          new hires, suspensions and terminations.

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     2.   The Contractor shall, at its own expense, take the fingerprints of all
          staff members whose fingerprints are not already on file with DOC. The
          Contractor shall provide DOC with all fingerprints.

     3.   The Contractor shall ensure that all prospective and new employees and
          employees of its sub contractors are advised, in writing, that vital
          information will be shared with both DOC and DOC for the purposes of
          background investigations, including home and cell telephone numbers.
          DOC reserves the right to revoke an employee's security clearance at
          any time.

     4.   The Contractor shall provide all employees and sub contractors with
          clearly identifiable name tags indicating first initial, last name and
          title to be worn at all times while on duty. Such tags shall comply
          with DOC requirements for design and materials. The Contractor's
          personnel policy shall be amended to reflect this requirement.

     5.   The Contractor and/or the Medical SubContractor shall attend all
          regularly scheduled meetings as directed by the Department It is
          expected that DOC requests for the Contractor's attendance will be
          communicated through the Department's On Island Administrator or
          designee.

     6.   The Contractor shall make appropriate staff available to attend
          security orientation and seminars conducted periodically by DOC,
          pursuant to a schedule negotiated between DOC and the Department.

III. ON-ISLAND TRANSPORT

     The Contractor shall manage parking pass requests by its staff and sub
     contractors for vehicles on Rikers Island to maximize programmatic needs,
     subject to directions of DOC. The Contractor shall make its van available
     to transport staff between facilities. All drivers on Rikers Island shall
     respect the DOC traffic and parking regulations. The Contractor shall be
     responsible for collecting and returning to DOC any parking permits issued
     to staff members whose services are terminated or whose parking privileges
     are revoked or suspended by DOC. DOC reserves the right to revoke or
     suspend parking privileges.

IV.  TRANSLATION AND INTERPRETATION SERVICES

     The Medical and Dental SubContractors shall employ its best efforts to
     ensure that its Providers providing Patient Care are sufficiently
     proficient in languages that are understood and used by the patients. It
     shall also ensure that screening, patient history and exams are
     accomplished in such a manner as to accommodate Inmates whose hearing or
     sight may be impaired, including obtaining the services of a sign language
     interpreter, if necessary. In addition, the Medical and Dental
     SubContractors shall provide the services of a language bank (such as that

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     provided by AT&T), which services shall be accessible to all health
     professionals in all Facilities twenty-four (24) hours per day, seven (7)
     days per week. If the Contractor fails to arrange for the provision of such
     services promptly upon the execution of this Agreement, then the Department
     may do so and recover the cost from the Contractor.

V.   CULTURAL SENSITIVITY

     The Contractor shall ensure that within 30 days from the date of hire, all
     new employees of the Contractor and Medical and Dental SubContractors shall
     receive comprehensive training on cultural diversity. All managerial staff
     of the Contractor and Medical and Dental SubContractor shall receive
     cultural diversity training on an annual basis in order to ensure the goals
     of the cultural diversity program are monitored and achieved. Nonmanagerial
     employees shall receive remedial training where indicated.

VI.  LEASES

     The Contractor shall, with Department approval, acquire or lease space
     within ready access to Rikers Island to perform such functions as are
     deemed necessary to support the services provided on Rikers Island. Such
     lease shall include language making the lease assignable to the successor
     Contractor upon termination of the Agreement.

VII. STAFFING AND SUPERVISION

A.   Staffing Requirements.

     The Contractor shall ensure the provision at all times during the term of
     the Agreement of Services at each Institution through the number and types
     of qualified health professionals specified in Attachment 2, subject to any
     modifications herein. ("Staffing"). The Contractor acknowledges and agrees
     that such Staffing specified herein is sufficient to enable it to provide
     all required services based upon the community standards of care, treatment
     patterns, locations of service delivery at the Institutions and Regulations
     in effect as of the date hereof; taking into account sporadic and
     unanticipated daily fluctuations in service needs, emergency conditions and
     vacations and absences of Providers. The Contractor acknowledges that it
     shall not be entitled to additional payment for salaries except to the
     extent the prior approval of the department is obtained for additional
     Providers that the Contractor or Medical SubContractor may subsequently
     determine to be necessary.

B.   Modifications in Staffing Requirements.

     1.   The Department may, in its sole discretion elect to increase Staffing
          Requirements.

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     2.   Should DOC close an Institution, health professionals assigned to such
          Institution will no longer provide Services, unless reassigned by the
          Contractor or the Medical or Dental SubContractor. Staffing
          modifications related to such closings shall be performed in
          accordance with Part I Article XI (F) of this Agreement.

     3.   The Department and the Contractor shall, at least every three (3)
          months during the first year of this Agreement, and every six (6)
          months during the remaining term of the Agreement, review and discuss
          changes in the type and number of Providers at each Institution. The
          Budget and Staffing Requirements may be adjusted accordingly to
          reflect any agreement reached with respect to reconfiguration.

     4.   Any changes to the Budget as a result of modifications to the staffing
          requirements shall be made in accordance with Part I Article IV (A)
          (3).

C.   Vacancies.

     1.   The Contractor and Medical and Dental SubContractors shall immediately
          notify the Department when a critical position becomes vacant.
          Critical positions shall include the Program Director, the Medical
          Director, the Director of Dentistry, the Director of Mental Health
          Services, the Director of Pharmacy and the Medical Site Directors.

     2.   The Medical and Dental SubContractors shall fill any vacancy in any
          position with a replacement at an equivalent level of qualifications
          and skill and at the same or lower salary as the departing health
          professional however, no vacant position requiring a Psychiatrist may
          be filled with a professional with any other level of qualifications
          and skill.

     3.   The Medical and Dental SubContractors, shall fill all vacancies,
          including new positions resulting from an authorized increase in
          Staffing Requirements, no later than sixty (60) days of the occurrence
          of such vacancy or increase, by the employment of Providers that
          conforms to the requirements herein. In no event shall overtime
          expenditures exceed 10% of the total annual personnel (PS) cost,
          except that expenditures to temporarily fill a staff vacancy during
          the sixty day period after the occurrence of such vacancy will not be
          counted towards the 10 % limitation. The Contractor and Medical and
          Dental SubContractors may require that newly hired medical, dental or
          mental health staff be assigned to flexible or part time schedules.

D.   Specific Medical Staffing Requirements. The following provisions apply at
     all times, including the period when a vacancy is unfilled or a Provider is
     absent due to vacation, illness or otherwise.

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     1.   Except as otherwise specified in Attachment 2 during each Tour, the
          following staff must be present at the assigned Facilities as
          specified in Attachment 1, and, except as indicated herein, replaced
          with a current full-time health professional during the period of any
          vacancy or absence:

          a.   Physicians, Physician Assistants, RNs, NAs and LPNs in all
               Infirmaries the Communicable Disease Unit and Urgi-Care.

          b.   All titles in all specialty clinics.

     2.   During each Tour at each Institution, all staff titles not encompassed
          above will be grouped into three discrete units as follows:

          a.   Unit 1 Administrative/Clerical (Health Service Administrator,
               Medical Records Administrator, Medical Records Clerk,
               Administrative Assistant, Patient Advocate, Clinic
               Coordinator/Scheduler)

          b.   Unit 2 Medical Practitioner (MD, PA, APRN, RN, LPN)

          c.   Unit 3 Medical, Other (Director of Nursing, QA RN, Site Medical
               Director, Assistant Site Medical Director, HIV Counselor, NA,
               Dentist, Dental Assistant, Radiologist, X-ray Technician,
               Phlebotomist, Pharmacist, Pharmacy Technician, Discharge Planner)

     3.   During each Tour, the staff in each Unit above must be present at the
          assigned Institutions as specified in Attachment 1, except that one
          (1) staff vacancy or absence is permitted for each Unit in an
          Institution with fewer than 15 staff members and two (2) vacancies in
          Institutions with 15 or more staff members. No staff vacancy or
          absence is permitted when only one (1) staff member in a Unit in an
          Institution is scheduled on a Tour.

     4.   The Contractor's Administrative Director shall maintain a daily log of
          schedules for all sites, including the medical site director and
          mental health unit chief and shall make such log available to the
          Department by the close of business the next day.

E.   Mental Health Staffing. Consistent with Article XII herein, and unless
     otherwise specified, during each Tour, the staff specified in Attachment 1
     must be present including the period when a vacancy is unfilled or a
     Provider is absent due to vacation, illness or otherwise.

VIII. PHYSICIAN PROVIDER QUALIFICATIONS

A.   The Contractor shall ensure that, except as otherwise provided in this
     Agreement or by written authorization of the Deputy Commissioner, all site
     medical directors and assistant site medical directors shall be board
     certified in a primary care


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<PAGE>

     specialty. All physicians working in specialty clinics shall be board
     certified in the respective specialty; Urgi-Care physicians shall be board
     certified in emergency medicine. All Physicians and Dentists shall be duly
     licensed in the Sate and by the U.S. Drug Enforcement Agency, if required.

B.   All staff physicians, site medical directors and assistant site medical
     directors shall have current certification in Advanced Cardiac Life Support
     (ACLS) no later than 90 days past the effective date of this Agreement. All
     other clinical staff shall have current certification in Basic Life Support
     and in the operation of an Automated Electronic Defibrillator. In addition,
     all clinical providers shall annually attend a minimum of 12 hours of
     Department-approved - continuing education courses appropriate to their
     correctional health duties.

C.   Prior to employment, each provider shall have a complete medical evaluation
     comparable to that required for health care providers at hospitals by
     Section 405 of the New York State Sanitary Code.

IX.  TRAINING AND ORIENTATION

A.   All clinicians (physicians and non-physicians) and professional staff shall
     satisfy the New York State requirements for licensure including continued
     education in their respective fields.

B.   All clinicians shall have current certification in Basic Life Support and
     the operation of an Automated Electronic Defibrillator. In addition, all
     clinical providers shall annually attend a minimum of 12 hours of
     Department approved continuing education.

C.   1.   The Contractor shall ensure the development and implementation by
          March 1, 2005 of an orientation program for all staff and
          sub-contractors. Such program shall be submitted to the Department for
          review and approval and shall be updated every two years or sooner as
          necessary.

     2.   Orientation shall include but, not be limited to a review of the
          Department's and the Contractor's policies and procedures; a review of
          security procedures; infection control; confidentiality; and the
          appropriate response to emergency situations.

     3.   All new hires shall be provided with basic orientation during the
          first week of employment and shall be required within 60 days of
          employment to attend a comprehensive training class offered by the
          Contractor. Attendance shall be documented and kept on file.

X.   NON-PHYSICIAN PROVIDER QUALIFICATIONS


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     In addition to the requirements set forth herein, the Contractor shall
     ensure that each Non-Physician Provider employed by the Contractor and its
     medical SubContractor(s) shall:

     1.   Meet such professional standards as are established in the
          Regulations; and

     2.   Have, and shall maintain, all required credentials and qualifications,
          including, but not limited to, graduation from an accredited education
          or training program, and where appropriate and if available, special
          certification. Records pertaining to such credentials and
          qualifications shall be updated annually for each Non-Physician
          Provider and shall be made available to the Department within ten (10)
          days of request.

XI.  HIRING

A.   Program Directors.

     1.   The Department reserves the right to approve candidates being
          considered by the Contractor for the following positions: a full-time
          Program Director who shall have responsibility for all aspects of
          Contract Services and who shall be on Rikers Island as reasonably
          necessary; a full-time Deputy Medical Director; a full-time Program
          Medical Director, employed by the Medical SubContractor, who shall
          have responsibility for all clinical aspects of Contract Services; a
          full-time Director of Dentistry employed by the Dental SubContractor
          who shall have responsibility for all dental services provided; and a
          full-time Program Mental Health Director employed by the Medical
          SubContractor who shall report directly to the Program Medical
          Director. The Program Medical Director and the Program Mental Health
          Director shall both be on Rikers Island during their working hours,
          except as reasonably necessary to discharge their duties.

     2.   The Program Director shall have at least ten (10) years of
          progressively responsible managerial experience in corrections, or in
          a correctional health, hospital or other health care setting or a
          related field, and a bachelor's degree from an accredited college,
          except to the extent such requirements are waived by the Deputy
          Commissioner. The duties of the Program Director shall include, but
          not limited to, the following:

          a.   ensuring compliance with the contractually-defined scope of
               services, reporting requirements and adherence to regulatory
               guidelines and accepted standards of care;

          b.   ensuring that the provision of Contract Services adheres to all
               Department established policies and procedures (clinical and
               operational) and that appropriate new protocols are recommended
               to address emerging practices;


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          c.   ensuring that all facilities are appropriately staffed, equipped
               and supplied;

          d.   ensuring that competent staff is recruited, hired, trained,
               retained, evaluated and supervised;

          e.   ensuring full development of, and appropriate representation and
               cooperation with, all Contract Services activities and full
               cooperation with the Department and its representatives;

          f.   Monitoring medical subcontract(s) to ensure compliance with its
               contractual terms; and

          g.   Ensuring that the terms of the medical subcontract(s) are at all
               times consistent with the terms of the instant agreement.

     3.   The Program Medical Director, to be employed by the Medical
          SubContractor, shall be a licensed physician, board certified in
          Internal Medicine, Family Practice or Surgery and shall have a minimum
          of fifteen (15) years of experience since graduation from medical
          school and a minimum of five (5) years experience in correctional
          health care.

     4.   The Director of Dentistry to be employed by the Dental SubContractor
          shall be licenses and shall have a minimum of 15 years experience
          since graduation from dental school.

     5.   The Program Mental Health Director, to be employed by the Medical
          SubContractor, shall be a licensed physician, board certified in
          Psychiatry and shall have a minimum of fifteen (15) years of
          experience since graduation from medical school and a minimum of five
          (5) years experience in correctional health care.

B.   Other Staff.

     The Department shall inform the Contractor and Medical SubContractor of
     information in its possession concerning prospective hires including but
     not limited to prior unfavorable Department performance evaluations.

XII. ASSIGNMENT OF PROVIDERS

     The Contractor or its Medical SubContractor shall ensure that adequate and
     appropriate Physician Provider and Non-Physician Provider staff are
     assigned and provided in accordance with provisions of this Agreement, the
     Regulations and in compliance with appropriate Department policies.

     1.   It is expected that at least seven (7) Mental Health unit chiefs will
          be present at work on any given work day.

     2.   A designated staff member is one who is assigned to a specific work
          site. Designated mental health staff are indicated in Attachment 1
          hereto. Mental


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<PAGE>

          health staff; site medical directors, assistant site medical directors
          and/or infirmary clinicians may not be designated to more than one
          work site at one time, and such work site designation may not be
          changed for at least three months without the prior approval of the
          Department for good cause. Such approval shall not be unreasonably
          withheld. If the Department fails to respond to a request for
          redesignation within three (3) business days the request shall be
          deemed granted.

          A designated staff member may be temporarily reassigned to another
          work site, but cannot serve as a designated staff member at this
          temporary location.

     3.   The Contractor shall provide to the Department, on a regular basis, a
          current and updated list of Contract Services Providers assigned to
          work on Rikers Island. The list shall include names, dates of
          appointment, titles and vehicle information. Such updated information
          shall be furnished expeditiously whenever a new appointment,
          retirement or termination occurs.

XIII. QUALITY ASSURANCE/IMPROVEMENT AND RISK MANAGEMENT

     The Contractor shall establish and implement such effective mechanisms as
     are necessary to ensure that the quality and appropriateness of Patient
     Care and the clinical performance of the Medical SubContractor and all
     Contract Services Providers providing Patient Care are monitored and
     evaluated, and that timely efforts are made to ensure the quality and
     appropriateness of the care delivered.

A.   Quality Improvement. The Contractor shall participate fully in the
     activities of the Department's Quality Improvement Plan ("QIP")
     incorporated herein as Attachment 5 and any subsequent version, including
     the establishment of a committee structure as outlined in the QIP.
     Committees established at each Institution served by the Contractor, as
     well as the Rikers Island-wide committee shall meet as required by the QIP,
     and agendas, attendance sheets and minutes shall be maintained and
     forwarded to the Department's Director of Quality Assurance & Improvement
     after each meeting. Contractor staff shall attend other departmental and
     system-wide quality improvement meetings as described in the QIP. The
     Contractor's committees shall develop quality improvement meetings as
     described in the QIP. The Contractor's' committees shall develop quality
     improvement projects within and across Institutions, and the Contractor
     shall provide Continuous Quality improvement training to all relevant
     personnel.

B.   Mortality and Morbidity Meeting. In addition to the Contractor's
     participation in the Mortality and Morbidity ("M&M") meetings as described
     in the QIP and scheduled by the Department, the Contractor shall conduct
     its own peer review of all deaths and significant occurrences, as
     identified by the Medical Director or the


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<PAGE>

     Program Medical Director, concerning Inmates who were in the Contractor's
     care. The reviews shall include the drafting of chart summaries and
     findings of fact, following a format determined by the Department, that
     shall be submitted to the joint M&M committee. The Contractor shall also be
     responsible for presenting all such cases to the joint M&M committee and in
     implementing any and all corrective actions that are developed as a result
     of those meetings, and/or are directed by the Medical Director. The
     Department may request, from time to time, that physicians employed by the
     Medical SubContractor attend M&M meetings as necessary and appropriate.

     The Contractor's staff and the Medical SubContractor's medical and mental
     health directors and senior mental health staff, including mental health
     chiefs, shall also participate in monthly Suicide Attempt M&M meetings with
     Department staff. For each suicide attempt in an Institution for which
     Contract Services are provided by the Contractor, the Contractor shall be
     required to submit in advance of these meetings a written report, following
     a format determined by the Department, including a description of the
     incident, facts leading up to the incident and the outcome of the incident
     including a corrective action plan, if necessary.

C.   Risk Management. The Contractor shall designate an individual to whom the
     Department may forward complaints and other inquiries and will be expected
     to have staff of patient advocates to conduct investigations and report
     back findings and results within five working days, unless the response
     time is extended by the Department Director of Risk Management. Patient
     advocates will also be expected to receive complaints from inmates. The
     Contractor shall maintain a log of interactions between patient advocates
     and patients that present complaints or inquiries about health care
     services and make it available to the Department on demand.

     The above notwithstanding, designated Department staff members shall have
     direct access to the Contractor's clinical and administrative staff at the
     Institutions who shall cooperate fully with regard to any investigations
     undertaken by such Department staff. Department staff shall also have
     direct access to all patient records and other patient records and other
     patient care-related material, such as logbooks, which shall include
     information maintained by the Contractor's patient advocates. The
     Contractor shall comply promptly with any corrective action that may be
     recommended by the Department upon the conclusion of its investigation.

     The Contractor shall report all Inmate deaths promptly upon their
     occurrence to the Department Director of Risk Management and Department
     Medical Director. Other reportable incidents shall be reported in
     accordance with Department policy.

D.   Quality Assurance


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<PAGE>

     Notwithstanding other quality assurance activities required herein,
     supervisory clinical staff delineated below and quality assurance nurses
     employed by the Medical Subcontractor shall conduct on-going clinical chart
     reviews.

     1.   The quality assurance nurses shall review, at a minimum, 40 active
          medical charts per facility each month, selected using systematic
          random sampling in accordance with guidelines to be provided by the
          Department except as follows.

          Only 20 charts are required for the CDU. Of the 40 charts at NIC,
          one-half must be charts for infirmary patients and one-half for
          non-infirmary patients; at RMSC, one-fourth shall be charts for
          infirmary patients and the remainder for non-infirmary patients.

     2.   Absent the approval of the Department's Medical Director for
          Correctional Health, at least one-half of the charts to be reviewed
          must be for patients incarcerated a minimum of 60 days; the remainder
          must be for incarcerations of at least 30 days.

     3.   The selected charts shall be reviewed in their entirety, including
          medical and mental health encounters, utilizing a form to be provided
          by the Department. Such form shall include but not be limited to an
          evaluation of the continuity of care and appropriateness of follow-up
          during the course of the patient's incarceration.

     4.   Chart reviews conducted by the quality assurance nurses shall be
          reviewed by senior supervisors for patterns and trends. Corrective
          action plans shall be developed and submitted to the Department if
          shortcomings in care are noted.

     5.   The site medical director, or his/her designee, at each facility shall
          conduct peer reviews of the appropriateness of services provided by
          non-mental health physicians, physician's assistants and nurse
          practitioners, utilizing forms to be provided by the Department. Such
          review shall be based on a systematic random sample of episodes of
          care provided in the prior month by the practitioner whose practice is
          being peer reviewed. An episode of care may include, but is not
          limited to, a chronic care visit, a sick call visit, or an intake
          evaluation, together with any follow-up visits by the same
          practitioner, which were generated as a result of the initial
          interaction.

     6.   Each quarter, a minimum of 15 episodes of care shall be reviewed for
          each practitioner.

     7.   The medical director or deputy medical director for the Medical
          Subcontractor, or designee, shall conduct the peer review of each
          Urgi-care physician.


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<PAGE>

     8.   Subject to the availability of resources, an administrative
          supervisory psychiatrist shall conduct peer reviews of all
          psychiatrists, psychiatric physician's assistants and nurse
          practitioners, reviewing a minimum of 5 charts per practitioner per
          quarter.

     9.   Ph.D.-level clinical supervisors shall conduct quarterly peer reviews
          of mental health clinicians and non-Ph.D.-level clinical supervisors,
          reviewing a minimum of 10 charts per clinician per quarter.

     10.  The deputy mental health director for the Medical Subcontractor shall
          conduct the peer review of each Ph.D.-level clinical supervisor.

     11.  The director of dentistry for the Medical Subcontractor shall conduct
          peer reviews of the dentists.

     12.  On a quarterly basis, the review forms for each practitioner shall be
          evaluated, and patterns that are identified will be commented upon on
          a summary form and corrective action plans developed and shared with
          the Department if necessary.

          The Medical Subcontractor shall maintain an individual Quality
          Assurance ("QA") file for each of its clinicians subject to peer
          review, which, at a minimum, shall contain copies of these peer review
          evaluation forms.

          The Medical Subcontractor shall present the results of the chart
          reviews conducted by quality assurance nurses, along with the
          supervisory reviews and any corrective action plan(s), to the
          Department's Medical Director of correctional health no later than 30
          days after the end of each month during which the reviews occurred.
          The peer review summary forms, together with any corrective action
          plan(s), shall be submitted no later than 30 days after the end of
          each quarter in which the reviews occurred.

XIV. COMPUTERS

     The Contractor shall maintain a computing center on Rikers Island that
     houses the needed servers and special hardware. The Contractor shall, with
     Department approval, develop and implement an upgrade/replacement program
     that ensures that server and storage systems are sufficient/technologically
     up to date and have the storage capacity for medical and administrative
     needs. All purchases shall be subject to the requirements set forth in Part
     I of this Agreement and the Budget contained in Annex B.

     The Contractor shall provide the Department with access to its network.

XV.  INFORMATION SYSTEMS


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<PAGE>

     During the term of this Agreement and after termination, the Contractor
     shall grant to the Department a perpetual, non-exclusive license to all
     software purchased or developed by or for the Contractor as described in
     Article XIII of Part I herein. Other than the software described in Article
     XIII of Part I herein, the Department shall own all hardware and software
     funded herein, specifically to assist in the performance of Contract
     Services hereunder (and not owned or leased by the Contractor prior to the
     commencement of the term of this Agreement). All licenses for software and
     hardware established by the Contractor hereunder will be transferred to the
     Department or a successor Contractor upon termination, if assignable. All
     new licenses obtained by the Contractor during the term of this Agreement,
     to assist in the performance of Contract Services, shall be assignable to
     the Department or successor Contractor. In the event the Department decides
     to implement, in any of the Department's other facilities, the information
     systems provided by the Contractor hereunder, the Contractor shall provide
     all initial technical assistance and support.

     1.   The information systems shall meet, at a minimum, the following
          specifications:

          a.   The network and servers will be set up in the following manner:

               i.   Any data network design provided by the Contractor must be
                    independent of the DOC network infrastructure, with the
                    exception of telecommunication service from DOC
                    Telecommunications, from the Institutions to the proposed
                    Institutions-based correctional health data center.

               ii.  Any data network design provided by the Contractor shall
                    include connection to the Department's central office at
                    transmission speeds no less than those provided as of the
                    date of this Agreement. The Contractor shall ensure that the
                    Department is able to utilize the data network for both
                    applications the Contractor installs and for managerial
                    applications that the Department develops including, but not
                    limited to, data collection applications for on-site audits.

               iii. All aspects of the information systems provided by the
                    Contractor shall operate independently of systems servicing
                    the Contractor's own facilities, except as authorized by the
                    Department, including but not limited to the Contractor's
                    payroll system, e-mail system, and internal web page

     2.   The Contractor shall have available for its use existing
          voice/telephone service and networks provided by and maintained by DOC
          Telecommunications. Any proposed plans to re-engineer voice networks
          must be approved in writing by the Deputy Commissioner, who will
          consult with DOC.

     3.   The Contractor shall maintain existing applications in ancillary
          service areas (e.g., pharmacy, laboratory, radiology) and, the
          application supporting the


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<PAGE>

          mental observation units until such time as any change may be approved
          by the Deputy Commissioner.

XVI. CONFIDENTIALITY

     The Contractor is responsible for the accuracy and completeness of Inmate
     information databases maintained by the Contractor pursuant to this
     Agreement. Except as otherwise provided herein, all Inmate information,
     including both electronic and manual records, shall be held confidential by
     the Contractor and shall not be disclosed, unless required by law, and then
     only upon notice to, and approval by, the Department. As set out forth
     herein, the Department shall respond, on behalf of the Contractor, to all
     subpoenas duces tecum, court orders and requests for Medical Records Data
     obtained by the Contractor through the information system shall be used by
     the Contractor solely to ensure appropriate medical care and discharge
     planning for Inmates. The Contractor shall keep strictly confidential
     Inmate identifiers, movement and classification data. The Contractor shall
     indemnify and hold harmless the Department and its agents and employees,
     and DOC and its agents and employees from any and all claims, suits,
     actions, proceedings, costs, expenses, losses or damages arising from, or
     in any way related to, the Contractor's wrongful disclosure of such data.

     The Contractor shall provide and ensure adequate security of the
     information systems to protect the confidentiality of all information with
     respect to the Department, the Institutions and the Inmates in the course
     of installing, maintaining and supporting the information systems. The
     Contractor will ensure protection from inside and outside threats to
     security including, but not limited to, controlling access to information
     systems, controlling remote connectivity, controlling access to data, and
     ensuring accountability. The Contractor shall defend, and indemnify the
     Department and its agents and employees, and DOC and its agents and
     employees from and against any and all claims, losses and actions that
     arise from a breach of this Section.

XVII. ELECTRONIC MEDICAL RECORDS

     At the discretion of the Department, and with the prior approval of the
     Department, the Contractor may provide and maintain an Electronic Medical
     Records system for the medical records of patients and infants subject to
     modifications by the Department. Such system shall allow a real time, fully
     integrated medical record to be available to all authorized users at any
     time; track all components of an inmate's medical history and treatment and
     be based on user-defined protocols that may be updated. The Contractor
     shall cooperate fully with the Department to develop and implement such a
     system.

XVIII. ELECTRONIC RECORDKEEPING


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<PAGE>

     Consistent with the above, the Contractor may, with the prior approval of
     the Department, subcontract for the development, testing and installation
     of software for intake, processing, patient appointment tracking, patient
     encounters (S.O.A.P. notes), consultation tracking, infirmary utilization
     tracking, HIV and hepatitis tracking. The Contractor shall be reimbursed
     for all ordinary expenses associated with such sub-contract in accordance
     with the Budget contained in Annex B. The Department shall have the right
     to review and request changes to the proposed scope of services and to
     approve in advance each component of the system. In case of dispute, the
     decision of the Deputy Commissioner shall be final. The Department shall
     cooperate with the Contractor to establish IIS linkages for relevant
     demographic information. The Department shall provide all necessary
     hardware to deploy, host and operate the system.

     The Contractor shall cooperate with the Department in the use of other
     Databases maintained by the Department, including database developed in
     conjunction with Brad H. Such cooperation shall include data entry, data
     collection and other related tasks as directed by the Department.

     Notwithstanding the requirements set forth elsewhere in this Agreement, the
     Contractor shall cooperate with the Department to explore the use of
     information technology or medical technology included electronic medical
     records and digital radiography.

XIX. RESPONSIBILITIES OF PROFESSIONAL EMPLOYEES

     The Medical SubContractor shall require that its professional employees, as
     a condition of their continued assignment by the Medical SubContractor to
     the Institution, be responsible for performing their duties in accordance
     with the Regulations and for the efficient delivery of such Contract
     Services included in their job descriptions. Each professional employee
     shall participate in such activities as are so identified and assigned and
     shall cooperate fully with Department personnel. Such duties shall include,
     but not be limited to the following, as appropriate:

     1.   Participation in in-service education and continuing education;

     2.   Attendance at meetings, as required;

     3.   Monitoring and evaluating all activities supportive of Patient Care
          Services for timeliness, quality and appropriateness as part of the
          Institution's overall quality-of-care review process;

     4.   Timely completion and maintenance of Medical Records;

     5.   Delivery of Contract Services by a Non-Physician Provider under the
          supervision of a designated Physician Provider, if required by
          applicable law;


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<PAGE>

     6.   Action in accordance with the Regulations and the Performance
          Indicators, as well as Department policies and procedures.

     7.   Delivery of Contract Services in compliance with Inmates' rights, as
          set forth herein;

     8.   Participation in performance improvement activities;

     9.   Cooperation with any Research that may be conducted at the
          Institutions; and

     10.  Participation in the processes pursuant to which appointment and
          reappointment are made.

XX.  MAINTENANCE OF MEDICAL RECORDS

     1.   All Medical Records maintained by the Contractor are the property of
          the Department, and as such, appropriate Department staff are entitled
          to immediate access to them. All Medical Records shall be maintained
          by the Contractor in accordance with the standards set forth by the
          Department and in accordance with all applicable Regulations. The
          Contractor shall maintain all current documents as well as those for
          two prior years on-site or, with the Department's approval, in a
          nearby location. Thereafter, upon being indexed, bar-coded and boxed
          by the Contractor in boxes provided by the Department, such Medical
          Records will be transported by the Department to its off-site storage
          location. DOHMH may, upon written notice to the Contractor, reduce the
          period of time for retention of such documents.

     2.   The Medical Records of an Inmate or an Infant shall be maintained at
          the Institution in which he or she is, housed, and, upon discharge of
          a patient in the off island location to be leased by the Contractor.
          The Medical Records of a correctional officer or on-site civilian
          personnel treated hereunder shall be maintained in a location
          determined by the Department. To the extent that Medical Records are
          in electronic form, Department employees shall have instant access to
          them at all times (including print capability) at each Institution. In
          addition, if Medical Records are in electronic form, Department
          employees must be provided access at sites determined by the
          Department.

     3.   The Contractor shall ensure that Medical Records are complete, in
          order (as required by Department policy), and contain all progress
          notes pertaining to the care of Inmates and Infants by the close of
          the following business day of the care being provided, or sooner, if
          possible, in the event an Inmate is being transferred to another
          Institution. The Contractor must make Medical Records available in
          time frames to be determined by the Department when requested for M&M
          reviews and preparation of responses to subpoenas, court orders and
          other authorized requests (including those of regulatory agencies).


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<PAGE>

          Unless otherwise directed by the Department, all requested Medical
          Records must be produced directly to the Department for further
          dissemination. Requested records must be provided to the Department
          within ten (10) business days of the request unless the Department
          requests that the records be provided on an expedited basis, in which
          case the Contractor shall make best efforts to provide them within the
          requested time frame. The Department shall make every effort to
          coordinate requests for documents.

     4.   Medical Providers shall provide clear, accurate documentation within
          each Medical Record of the care rendered. Such documentation shall be
          in compliance with the Regulations. The Contractor shall, on a
          quarterly basis and, more often as necessary, notify all Contract
          Services Providers of their responsibilities to complete the Medical
          Record as indicated and within the required time frame.

     5.   The Contractor or Medical SubContractor shall immediately refer to the
          Department subpoenas and other requests for medical records. The
          Department shall promptly provide instructions for handling.

     6.   The Contractor or Medical SubContractor shall immediately notify the
          Department of any subpoena. requiring testimony of its employees or
          agents regarding patient Medical Records, and shall consult with the
          Department regarding such subpoena. Upon the direction of the
          Department, Contractor or Medical SubContractor shall ensure
          attendance by the personnel named in such subpoena or if not so named,
          the personnel having the requested information.

     7.   The Contractor shall, under direction from the Department, make
          available staff with appropriate clinical expertise to review patient
          charts for confidential medical information and to redact such
          information from copies of the charts as necessary.

     8.   In the event the Department makes digital radiography available to the
          Contractor, the Contractor shall be responsible for equipment
          maintenance, staff training and the appropriate use, storage and
          access of such images.

     9.   The Medical SubContractor shall cooperate with the Department in
          developing a feasible system of uniform coding for diagnosis and
          procedures upon request from the Department.

XXI. EQUIPMENT

A.   Maintenance. The Contractor is responsible for maintenance and preventive
     maintenance of all equipment. Preventive maintenance of any item shall be
     at a level sufficient to enable the item to remain useful throughout its
     expected useful


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<PAGE>

     life. All maintenance contracts shall include language making them
     assignable to the successor Contractor upon termination of this Agreement.
     The Department shall reimburse the Contractor for the reasonable costs of
     such maintenance pursuant to Annex B. Notwithstanding the provisions set
     forth below, the Department shall not be obligated to pay for any repair or
     replacement which the Department reasonably determines is required due to
     the Contractor's demonstrable failure to fulfill its responsibility for
     maintenance and preventive maintenance of the item requiring repair or
     replacement. In addition, the Contractor shall be responsible for the
     sanitation of all medical equipment and medical storage areas.

B.   Ownership. The Department shall own all equipment, furnishings, supplies
     and fixtures at the Institutions, whether present at the commencement or
     purchased during the term of this Agreement, and shall reimburse the
     Contractor for the repair, replacement, purchase or lease of any such item,
     pursuant to Annex B. The Department's written approval, which shall not be
     unreasonably withheld or delayed, is required for the repair, replacement,
     purchase or lease of any item costing $500 or more (in purchase price or in
     annual lease payment amounts). In the event a request to repair, replace,
     purchase or lease is not approved by the Department, and if in the opinion
     of the Medical Director, such repair, replacement, purchase or lease would
     not jeopardize patient care, then the Contractor may, at its own option and
     expense, proceed with such repair, replacement, purchase or lease.

C.   Repairs, Replacement. The Department may, within thirty (30) days of
     notification by the Contractor (or within a reasonable shorter time frame
     specifically requested by. the Contractor in any instance), choose whether
     or not to pay for a repair, replacement, purchase or lease. Should it
     choose to pay, the Department may do so, at its option, by paying the
     vendor directly or by reimbursing the Contractor for its payments to the
     vendor, net of any discounts, credits, rebates or other price reductions
     applied by the vendor in connection therewith. All leases entered into by
     the Contractor for approved items that extend beyond the term of this
     Agreement shall have language making them assignable to a successor
     Contractor.

D.   Inventory

     1.   The parties shall conduct an inventory prior to January 1, 2005, and
          compile a list of items deemed to be in substandard condition as of
          the date of such inventory and which will be repaired or replaced. The
          Contractor shall provide the Department with the maintenance history
          as well as the condition of all equipment. The parties shall also
          include in such list the nature of the repairs or replacements that
          will be required. The Department shall have the final authority to
          determine the items on the list and the extent of any repairs or
          replacements. The Department shall be responsible to promptly effect
          and pay for repairs or replacements specified on such list.


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<PAGE>

     2.   At the expiration of this Agreement or upon notification of
          termination prior to the expiration date, the parties shall conduct an
          Inventory to verify the existence and condition of the equipment and
          supplies belonging toe ach party, identify equipment subject to lease
          or maintenance contracts. In the event of discrepancy, reference shall
          be made to the January 2005 inventory.

XXII. WAREHOUSE: PROVISION OF SUPPLIES

     The Department shall maintain a warehouse for the provision of medical
     supplies, pharmaceuticals and office supplies.

XXIII. SUPPLIES AND MEDICATIONS

A.   Forms. All forms used for medical, mental health, administrative, fiscal
     and operational purposes must be in a format approved by the Department,
     and must be provided by the Contractor at its cost.

B.   Review. Before January 1, 2005, the parties will review the existing
     inventory of medical, surgical and pharmaceutical supplies ("supplies") and
     of the equipment at each of the Institutions and will prepare a list of
     such supplies. Possession of such supplies and equipment will be
     transferred to the Contractor as of the commencement of this Agreement.

C.   Inventory. The Contractor will maintain an inventory of all medications and
     supplies used at each of the Institutions so that in no event will any
     necessary medication or supplies ever be unavailable at any Institution. By
     January 1, 2005, the parties will agree upon appropriate par levels for
     such medication and supplies, including re-order points.

D.   Supplies. Supplies (including all drugs and durable medical equipment)
     required for the provision of Services herein shall be provided to the
     Contractor by the Department In the event the Department is unable to
     provide necessary supplies, the Contractor shall purchase such supplies
     from other sources, upon prior notice to and consent by the Department,
     except in cases of emergency where no such consent will be necessary. The
     Department shall reimburse the Contractor for the cost of such purchases.

     1.   The Contractor shall maintain separate records documenting the
          purchases of medical supplies and drugs; the bills received therefore,
          payments made and the proposed use of the item.

     2.   The Contractor shall purchase all necessary administrative supplies,
          services and equipment to operate the program from within amounts
          allotted in Annex B. provided, however, that no such purchase or
          requisition of administrative supplies, services or equipment
          (including all components thereof) by the Contractor at a cost which
          exceeds $500 shall be made without written approval from the
          Department which shall not be unreasonably withheld or delayed. The
          Contractor shall maintain records adequately documenting all


                                                                              32

<PAGE>

          purchases, including the appropriate authorization given prior to
          making the actual purchase.

          Copies of all receipts, purchase orders and requisitions must be
          retained by the Contractor per established procurement and payment
          processes.

E.   Additional Services. At the discretion of the Department, and subject to
     the terms of Article IV section A of Part I of this Agreement, the
     Contractor shall provide the following services:

     1.   Chronic Care Management. Medical SubContractor shall provide medically
          appropriate care for patients with chronic conditions in accordance
          with the Department protocols and all appropriate standards. The
          Contractor and Medical SubContractor shall operate chronic care clinic
          programs for the management of chronic care diseases including but not
          limited to diabetes, HIV, asthma, hypertension, and hepatitis in
          accordance with Department policies and procedures. Individual
          treatment plans will be established collaboratively by the physician
          in charge and the nurses assigned to the clinic.

     2.   Public Health. The Contractor and Medical SubContractor shall
          cooperate with DOHMH public, health investigations and initiatives
          undertaken in the Institutions. Such cooperation shall include the
          creation of a Public Health Activities Unit to implement surveillance
          and reporting activities as required by the Department. Such
          initiatives may include detection and surveillance of communicable
          diseases, rapid HIV testing, illness prevention, education, and
          re-entry services:

     3.   Mental Health Training. The Medical SubContractor shall provide
          training in metal health issues at the DOC Academy as scheduled by
          DOC. Such training, to be developed in cooperation with the
          Department, shall contain clinical and procedural elements including
          but not limited to recognition of signs and symptoms and the
          appropriate response to inmates.

     4.   Terminal Desk Nurses and Schedulers. The Medical SubContractor shall
          designate and assign to high volume buildings selected by the
          Department teams of nurses and schedulers to review new admissions and
          sick call charts to ensure medically appropriate follow-up
          appointments for patients.

     5.   Hepatitis. The Medical SubContractor shall offer Hepatitis B and C
          testing to all patients pursuant to Department procedures. All
          eligible patients with positive test results shall be referred for
          chronic care management for the implementation of an appropriate
          diagnostic and treatment plan. The Medical SubContractor shall report
          all positive results to the Department and refer inmates, as
          appropriate, to MedSpan for education and counseling.


                                                                              33

<PAGE>

          All patients who, upon testing, have no active immunity to Hepatitis B
          will be offered immunization subject to applicable law and regulations
          concerning patient consent.


                                                                              34

<PAGE>

                       NEW YORK CITY DEPARTMENT OF HEALTH
                 DIVISION OF HEALTH CARE ACCESS AND IMPROVEMENT
                     BUREAU OF CORRECTIONAL HEALTH SERVICES
                                     ANNEX B
                       PRISON HEALTH SERVICES, INC. BUDGET
                         JANUARY 1, 2005 - JUNE 30, 2005
                                FISCAL YEAR 2005

<TABLE>
<CAPTION>
                                  MAXIMUM     CLOSED FACILITIES      MAXIMUM
                                 AUTHORIZED          AND          REIMBURSIBLE
          LINE ITEM                BUDGET      SPECIAL PROJECTS      AMOUNT
          ---------             -----------   -----------------   ------------
<S>                             <C>           <C>                 <C>
Personnel Services              $ 4,221,123       $  668,928       $ 4,890,051
Fringe Benefits                 $   973,711       $  173,921       $ 1,147,632
Total Personnel Services        $ 5,194,834       $  842,849       $ 6,037,683
Other Than Personnel Services   $42,573,196       $8,880,692       $51,453,888
Indirect Fee                    $ 2,375,000       $   42,243       $ 2,417,243
FISCAL YEAR BUDGET TOTAL        $50,143,030       $9,765,783       $59,908,813
</TABLE>


                                     APPROVED: /s/ THOMAS GROGAN
                                               ---------------------------------
                                               THOMAS GROGAN
                                               ASSISTANT COMMISSIONER OF FINANCE
                                               DIVISION OF FINANCIAL AND
                                               STRATEGIC MANAGEMENT

NOVEMBER 15, 5004

<PAGE>

                       NEW YORK CITY DEPARTMENT OF HEALTH
                 DIVISION OF HEALTH CARE ACCESS AND IMPROVEMENT
                     BUREAU OF CORRECTIONAL HEALTH SERVICES
                                     ANNEX B
                       PRISON HEALTH SERVICES, INC. BUDGET
                          JULY 1, 2005 - JUNE 30, 2006
                                FISCAL YEAR 2006

<TABLE>
<CAPTION>
                                   MAXIMUM     CLOSED FACILITIES      MAXIMUM
                                 AUTHORIZED           AND          REIMBURSIBLE
          LINE ITEM                BUDGET       SPECIAL PROJECTS      AMOUNT
          ---------             ------------   -----------------   ------------
<S>                             <C>            <C>                 <C>
Personnel Services              $  8,442,246      $ 1,337,855      $  9,780,101
Fringe Benefits                 $  1,947,422      $   347,842      $  2,295,264
Total Personnel Services        $ 10,389,668      $ 1,685,697      $ 12,075,365
Other Than Personnel Services   $ 85,146,392      $17,761,383      $102,907,775
Indirect Fee                    $  4,750,000      $    84,485      $  4,834,485
FISCAL YEAR BUDGET TOTAL        $100,286,060      $19,531,565      $119,817,625
</TABLE>


                                     APPROVED: /s/ THOMAS GROGAN
                                               ---------------------------------
                                               THOMAS GROGAN
                                               ASSISTANT COMMISSIONER OF FINANCE
                                               DIVISION OF FINANCIAL AND
                                               STRATEGIC MANAGEMENT

NOVEMBER 15, 5004
<PAGE>

                             NEW YORK CITY DEPARTMENT OF HEALTH
                       DIVISION OF HEALTH CARE ACCESS AND IMPROVEMENT
                           BUREAU OF CORRECTIONAL HEALTH SERVICES
                                           ANNEX B
                             PRISON HEALTH SERVICES, INC. BUDGET
                                JULY 1, 2006 - JUNE 30, 2007
                                      FISCAL YEAR 2007

<TABLE>
<CAPTION>
                                   MAXIMUM     CLOSED FACILITIES      MAXIMUM
                                 AUTHORIZED           AND           REIMBURSIBLE
          LINE ITEM                BUDGET       SPECIAL PROJECTS       AMOUNT
          ---------             ------------   -----------------   -------------
<S>                             <C>            <C>                 <C>
Personnel Services              $  8,442,246      $ 1,337,855      $  9,780,101
Fringe Benefits                 $  1,947,422      $   347,842      $  2,295,264
Total Personnel Services        $ 10,389,668      $ 1,685,697      $ 12,075,365
Other Than Personnel Services   $ 85,146,392      $17,761,383      $102,907,775
Indirect Fee                    $  4,750,000      $    84,485      $  4,834,485
FISCAL YEAR BUDGET TOTAL        $100,286,060      $19,531,565      $119,817,625
</TABLE>


                                        Approved: /s/ Thomas Grogan
                                                  ------------------------------
                                                  Thomas Grogan, Assistant
                                                  Commissioner of Finance
                                                  Division of Financial and
                                                  Strategic Management

November 15, 5004

<PAGE>

                             NEW YORK CITY DEPARTMENT OF HEALTH
                       DIVISION OF HEALTH CARE ACCESS AND IMPROVEMENT
                           BUREAU OF CORRECTIONAL HEALTH SERVICES
                                           ANNEX B
                             PRISON HEALTH SERVICES, INC. BUDGET
                              JULY 1, 2007 - DECEMBER 31, 2007
                                      FISCAL YEAR 2008

<TABLE>
<CAPTION>
                                  MAXIMUM     CLOSED FACILITIES      MAXIMUM
                                 AUTHORIZED          AND           REIMBURSIBLE
          LINE ITEM                BUDGET      SPECIAL PROJECTS       AMOUNT
          ---------             -----------   -----------------   -------------
<S>                             <C>           <C>                 <C>
Personnel Services              $ 4,221,123       $  668,928       $ 4,890,051
Fringe Benefits                 $   973,711       $  173,921       $ 1,147,632
Total Personnel Services        $ 5,194,834       $  842,849       $ 6,037,683
Other Than Personnel Services   $42,573,196       $8,880,692       $51,453,887
Indirect Fee                    $ 2,375,000       $   42,243       $ 2,417,243
FISCAL YEAR BUDGET TOTAL        $50,143,030       $9,765,783       $59,908,813
</TABLE>


                                        Approved: /s/ Thomas Grogan
                                                  ------------------------------
                                                  Thomas Grogan, Assistant
                                                  Commissioner of Finance
                                                  Division of Financial and
                                                  Strategic Management

November 15, 5004
<PAGE>

ATTACHMENT 1

                           Prison Health Services Inc.
                              Staffing Pattern for
                              Anna M. Kross Center

<TABLE>
<CAPTION>
            POSITION              MON   TUE   WED   THU   FRI   SAT   SUN   HRS./WK     FTE
            --------              ---   ---   ---   ---   ---   ---   ---   -------   ------
<S>                               <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>       <C>
                                    DAY SHIFT
Health Services Administrator       8     8     8     8     8                   40       1.0
Site Medical Director               8     8     8     8     8                   40       1.0
Asst. Medical Director              8     8     8     8     8                   40       1.0
Physician                          24    24    24    24    24    24    16      160       4.0
Physician Assistant                40    40    40    40    40    16     8      224       5.6
Director of Nursing                 8     8     8     8     8                   40       1.0
Nurse Practitioner                 24    24    24    24    24                  120       3.0
Pharmacist                         16    16    16    16    16    16    16      112       2.8
Pharmacist - Float                  8     8     8     8     8     0     0       40       1.0
Pharmacy Tech                      44    44    44    44    44    40    40      300       7.5
Pharmacy Tech - Float               8     8     8     8     8     0     0       40       1.0
RNs                                24    24    24    24    24    16    16      152       3.8
LPNs                               32    32    32    32    32    32    32      224       5.6
NA                                  8     8     8     8     8                   40       1.0
Dentist                             8     8     8     8     8                   40       1.0
Dental Assistant                    8     8     8     8     8                   40       1.0
X-Ray Technician/CT Tech           28    20    28    20    28     8     8      140       3.5
Radiology Clerks                   16    16    16    16    16                   80       2.0
Senior Psychiatrist                16    16    16    16    16                   80       2.0
Psychiatrist                       16    16    16    16    16    32    32      144       3.6
Psychiatrist - Float                8     8     8     8     8                   40       1.0
Mental Health Clinician - Float    24    24    24    24    24                  120       3.0
Mental Health Clinician            32    32    32    32    32    32    32      224       5.6
Unit Chief                         16    16    16    16    16                   80       2.0
Asst. Unit Chief                    8     8     8     8     8                   40       1.0
Clinical Supervisor                16    16    16    16    16    16    16      112       2.8
Substance Abuse Counselor          16    16    16    16    16                   80       2.0
Activity Therapist                 12    12    12    12    12                   60       1.5
Mental Health Secretary             8     8     8     8     8                   40       1.0
Medical Records Administrator       8     8     8     8     8                   40       1.0
Medical Records Clerk              16    16    16    16    16     8     8       96       2.4
Medical Records Clerk - Float      16    20    16    20    16     8     8      104       2.6
Clinic Coordinator/Scheduler        8     8     8     8     8                   40       1.0
Administrative Assistant            8     8     8     8     8                   40       1.0

                                  EVENING SHIFT
Physician                          16    16    16    16    16    24    16      120       3.0
Physician Assistant                24    24    24    24    24    16     8      144       3.6
Pharmacist                          8     8     8     8     8     8     8       56       1.4
Pharmacy Tech                      36    36    36    36    36    36    36      252       6.3
Pharmacy Tech - Float               8     8     8     8     8     8     8       56       1.4
RNs                                16    16    16    16    16    16    16      112       2.8
LPNs                               32    32    32    32    32    32    32      224       5.6
X-Ray Technician/CT Tech           12    12    12    12    12                   60       1.5
Psychiatrist                       32    32    32    32    32    32    32      224       5.6
Clinical Supervisor                16    16    16    16    16    16    16      112       2.8
Mental Health Clinician            32    32    32    32    32    32    32      224       5.6
Substance Abuse Counselor           8     8     8     8     8                   40       1.0
Clinic Coordinator/Scheduler        8     8     8     8     8                   40       1.0
Mental Health Clerk                 8     8     8     8     8                   40       1.0
Activity Therapist                  4     4     4     4     4                   20       0.5
Medical Records Clerk               8     8     8     8     8     8     8       56       1.4
Medical Records Clerk - Float       8     8     8     8     8     0     0       40       1.0

                                   NIGHT SHIFT
Physician                          16    16    16    16    16    16     8      104       2.6
Physician Assistant                16    16    16    16    16    16    16      112       2.8
RNs                                16    16    16    16    16    16    16      112       2.8
LPNs                               24    24    24    24    24    24    24      168       4.2
Medical Records Clerk               8     8     8     8     8     8     8       56       1.4
Medical Records Clerk - Float       8     8     8     8     8     8     8       56       1.4
Mental Health Clinician             8     8     8     8     8     8     8       56       1.4
Psychiatrist                        8     8     8     8     8     8     8       56       1.4
                                                                              ----    ------
   TOTAL HOURS/FTE per week                                                   5752    143.80
                                                                              ====    ======
</TABLE>

<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                      Adolescent Reception Detention Center

<TABLE>
<CAPTION>
             POSITION            MON   TUE   WED   THU   FRI   SAT   SUN   HRS./WK    FTE
             --------            ---   ---   ---   ---   ---   ---   ---   -------   ----
<S>                              <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>       <C>
                                   DAY SHIFT
Health Services Administrator      8     8     8     8     8                    40    1.0
Site Medical Director              8     8     8     8     8                    40    1.0
Physician                          8     8     8     8     8     8     8        56    1.4
Physician Assistant               16    16    16    16    16     8     8        96    2.4
Director of Nursing                8     8     8     8     8                    40    1.0
Pharmacist - Float                 8     8     8     8     8     8     8        56    1.4
Pharmacy Tech - Float             12    12    12    12    12     8     8        76    1.9
RNs                               16    16    16    16    16     8     8        96    2.4
LPNs                               8     8     8     8     8     8     8        56    1.4
NA                                 8     8     8     8     8                    40    1.0
Dentist - Float                    8     8     8     8     8                    40    1.0
Dental Assistant - Float           8     8     8     8     8                    40    1.0
Senior Psychiatrist                8     8     8     8     8                    40    1.0
Psychiatrist                       8     8     8     8     8     8     8        56    1.4
Mental Health Clinician           16    16    16    16    16     8     8        96    2.4
Mental Health Clerk                8     8     8     8     8                    40    1.0
Unit Chief                         8     8     8     8     8                    40    1.0
Clinical Supervisor                8     8     8     8     8                    40    1.0
Medical Records Administrator      8     8     8     8     8                    40    1.0
Medical Records Clerk             16    16    16    16    16     8     8        96    2.4
Clinic Coordinator / Scheduler     8     8     8     8     8                    40    1.0
Administrative Assistant           8     8     8     8     8                    40    1.0

                                 EVENING SHIFT
Physician                          8     8     8     8     8     8     8        56    1.4
Physician Assistant                8     8     8     8     8     8     8        56    1.4
Pharmacy Tech - Float              8     8     8     8     8     8     8        56    1.4
RNs                                8     8     8     8     8     8     8        56    1.4
LPNs                              16    16    16    16    16     8     8        96    2.4
Psychiatrist -- Float              8     8     8     8     8                    40    1.0
Mental Health Clinician           16    16    16    16    16                    80    2.0
Medical Records Clerk              8     8     8     8     8     8     8        56    1.4

                                  NIGHT SHIFT
Physician                          8     8     8     8     8     8     8        56    1.4
RNs                                8     8     8     8     8     8     8        56    1.4
LPNs                              16    16    16    16    16     8     8        96    2.4
Medical Records Clerk              8     8     8     8     8     8     8        56    1.4
                                                                            ------   ----
   TOTAL HOURS/FTE per week                                                 1964.0   49.1
                                                                            ======   ====
</TABLE>

<PAGE>

                          Prison Health Services, Inc.
                              Staffing Pattern for
                     Eric M. Taylor Center (previously CIFM)

<TABLE>
<CAPTION>
            POSITION            Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
            --------            ---   ---   ---   ---   ---   ---   ---   ------    ----
<S>                             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>       <C>
                                  DAY SHIFT
Health Services Administrator     8     8     8     8     8                   40    1.0
Site Medical Director             8     8     8     8     8                   40    1.0
Asst. Site MD                     8     8     8     8     8                   40    1.0
Physician                        24    24    24    24    24     8     8      136    3.4
Physician Assistant              24    24    24    24    24    16    16      152    3.8
Director of Nursing               8     8     8     8     8                   40    1.0
Pharmacist                        8     8     8     8     8     8     8       56    1.4
Pharmacist - float                8     8     8     8     8     8     8       56    1.4
Pharmacy Tech                    12    12    12    12    12     8     8       76    1.9
Pharmacy Tech - float             8     8     8     8     8     0     0       40    1.0
RNs                              16    16    16    16    16     8     8       96    2.4
LPNs                             16    16    16    16    16    16    16      112    2.8
Nurses Aide                       8     8     8     8     8     8     8       56    1.4
Dentist                           8     8     8     8     8                   40    1.0
Dental Assistant                  8     8     8     8     8                   40    1.0
Senior Psychiatrist               8     8     8     8     8                   40    1.0
Psychiatrist                      8     8     8     8     8     8     8       56    1.4
Mental Health Clinician          16    16    16    16    16     8     8       96    2.4
Mental Health Clerk               8     8     8     8     8                   40    1.0
Unit Chief                        8     8     8     8     8                   40    1.0
Asst. Unit Chief                  8     8     8     8     8                   40    1.0
Clinical Supervisor               8     8     8     8     8     8     8       56    1.4
Medical Records Administrator     8     8     8     8     8                   40    1.0
Medical Records Clerk            16    16    16    16    16     8     8       96    2.4
Medical Records Clerk - float     8     8     8     8     8                   40    1.0
Clinic Coordinator/Scheduler      8     8     8     8     8                   40    1.0
Administrative Assistant          8     8     8     8     8                   40    1.0

                                EVENING SHIFT
Physician                         8     8     8     8     8     8     8       56    1.4
Physician Assistant              16    16    16    16    16     8     8       96    2.4
Pharmacy Tech                     8     8     8     8     8     8     8       56    1.4
Pharmacy Tech - float             0     0     0     0     0     4     4        8    0.2
RNs                              16    16    16    16    16     8     8       96    2.4
LPNs                             16    16    16    16    16    16    16      112    2.8
Psychiatrist - float              8     8     8     8     8                   40    1.0
Mental Health Clinician          16    16    16    16    16     0     0       80    2.0
Substance Abuse Counselor         4     4     4     4     4                   20    0.5
Clinic Coordinator/Scheduler      8     8     8     8     8                   40    1.0
Medical Records Clerk             8     8     8     8     8     8     8       56    1.4
Medical Records Clerk - float     8     8     8     8     8                   40    1.0

                                 NIGHT SHIFT
Physician                         8     8     8     8     8     8     8       56    1.4
Physician Assistant               8     8     8     8     8     8     8       56    1.4
RNs                               8     8     8     8     8     8     8       56    1.4
LPNs                             16    16    16    16    16    16    16      112    2.8
Medical Records Clerk             8     8     8     8     8     8     8       56    1.4
                                                                          ------   ----
   TOTAL HOURS/FTE PER WEEK                                               2680.0   67.0
                                                                          ======   ====
</TABLE>
<PAGE>

                          Prison Health Services, Inc.
                              Staffing Pattern for
                         George Motchan Detention Center

<TABLE>
<CAPTION>
           POSITION             Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
           --------             ---   ---   ---   ---   ---   ---   ---   ------   -----
<S>                             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                    DAY SHIFT
Health Services Administrator     8     8     8     8     8                  40      1.0
Site Medical Director             8     8     8     8     8                  40      1.0
Physician                        24    24    24    24    24     8     8     136      3.4
Physician Assistant              32    32    32    32    32     8     8     176      4.4
Director of Nursing               8     8     8     8     8                  40      1.0
Pharmacist                        8     8     8     8     8     8     8      56      1.4
Pharmacist - float                8     8     8     8     8     4     4      48      1.2
Pharmacy Tech                    12    12    12    12    12     8     8      76      1.9
Pharmacy Tech - float             8     8     8     8     8     8     0      48      1.2
RNs                               8     8     8     8     8     8     8      56      1.4
LPNs                             16    16    16    16    16     8     8      96      2.4
Dentist                           8     8     8     8     8                  40      1.0
Dental Assistant                  8     8     8     8     8                  40      1.0
Senior Psychiatrist               8     8     8     8     8                  40      1.0
Psychiatrist                     16    16    16    16    16     8     8      96      2.4
Mental Health Clinician          24    24    24    24    24     8     8     136      3.4
Mental Health Clerk               8     8     8     8     8                  40      1.0
Unit Chief                        8     8     8     8     8                  40      1.0
Asst. Unit Chief                  8     8     8     8     8                  40      1.0
Clinical Supervisor               8     8     8     8     8     8     8      56      1.4
Medical Records Administrator     8     8     8     8     8                  40      1.0
Medical Records Clerk            16    16    16    16    16     4     4      88      2.2
Medical Records Clerk - float     8     8     8     8     8                  40      1.0
Clinic Coordinator/Scheduler      8     8     8     8     8                  40      1.0
Administrative Assistant          8     8     8     8     8                  40      1.0

                                  EVENING SHIFT
Physician                         8     8     8     8     8     8     8      56      1.4
Physician Assistant              16    16    16    16    16     8     8      96      2.4
Pharmacy Tech                     8     8     8     8     8     8     8      56      1.4
RNs                              16    16    16    16    16    16    16     112      2.8
LPNs                              0     0     0     0     0     0     0       0        0
Psychiatrist - float              8     8     8     8     8                  40      1.0
Mental Health Clinician          24    24    24    24    24     0     0     120      3.0
Clinic Coordinator/Scheduler      8     8     8     8     8                  40      1.0
Medical Records Clerk             8     8     8     8     8     4     4      48      1.2

                                   NIGHT SHIFT
Physician                         8     8     8     8     8     8     8      56      1.4
RNs                              16    16    16    16    16    16    16     112      2.8
   TOTAL HOURS/FTE PER WEEK                                                2324    58.10
</TABLE>

<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                             George R. Vierno Center
<TABLE>
<CAPTION>
           POSITION             Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
           --------             ---   ---   ---   ---   ---   ---   ---   ------   -----
<S>                             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                    DAY SHIFT
Health Services Administrator     8     8     8     8     8                  40      1.0
Site Medical Director             8     8     8     8     8                  40      1.0
Physician                         8     8     8     8     8     8     8      56      1.4
Physician Assistant              12    12    12    12    12     8     8      76      1.9
Director of Nursing               8     8     8     8     8                  40      1.0
Pharmacist - float               12    12    12    12    12     8     8      76      1.9
Pharmacy Tech - float             8     8     8     8     8     8     8      56      1.4
RNs                               8     8     8     8     8     8     8      56      1.4
LPNs                             16    16    16    16    16     8     8      96      2.4
On-Island Scheduler              16    16    16    16    16                  80      2.0
Senior Psychiatrist               8     8     8     8     8                  40      1.0
Psychiatrist                      0     0     0     0     0     8     8      16      0.4
Mental Health Clinician          16    16    16    16    16     8     8      96      2.4
Mental Health Clerk               8     8     8     8     8                  40      1.0
Unit Chief (share w/NIC Main)     4     4     4     4     4                  20      0.5
Clinical Supervisor               8     8     8     8     8                  40      1.0
Medical Records Administrator     8     8     8     8     8                  40      1.0
Medical Records Clerk             8     8     8     8     8     4     4      48      1.2
Medical Records Clerk - float                 4     4     4                  12      0.3
Clinic Coordinator/Scheduler      8     8     8     8     8                  40      1.0
Administrative Assistant          8     8     8     8     8                  40      1.0

                                 EVENING SHIFT
Physician                         8     8     8     8     8     8     8      56      1.4
Pharmacy Tech - float             8     8     8     8     8     4     4      48      1.2
RNs                               8     8     8     8     8     8     8      56      1.4
LPNs                              8     8     8     8     8     8     8      56      1.4
Psychiatrist                      8     8     8     8     8                  40      1.0
Mental Health Clinician          16    16    16    16    16     0     0      80      2.0

                                  NIGHT SHIFT
Physician                         8     8     8     8     8     8     8      56      1.4
RNs                               8     8     8     8     8     8     8      56      1.4
LPNs                              8     8     8     8     8     8     8      56      1.4
   TOTAL HOURS/FTE PER WEEK                                                1552    38.80
</TABLE>

<PAGE>

                          Prison Health Services, Inc.
                              Staffing Pattern for
                             North Infirmary Command
<TABLE>
<CAPTION>
           POSITION                 Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
           --------                 ---   ---   ---   ---   ---   ---   ---   ------   -----
<S>                                 <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                   DAY SHIFT
Health Services Administrator         8     8     8     8     8                   40     1.0
Site Medical Director                 8     8     8     8     8                   40     1.0
Physician                            24    24    24    24    24     8     8      136     3.4
Physician Assistant                  48    84    48    48    48     8     8      256     6.4
Director of Nursing                   8     8     8     8     8                   40     1.0
Pharmacist - float                    8     8     8     8     8     8     8       56     1.4
Pharmacy Tech - float                12    12    12    12    12     8     8       76     1.9
RNs                                  40    40    40    40    40    32    32      264     6.6
LPNs                                 24    24    24    24    24    24    24      168     4.2
Nurses Aides                         24    24    24    24    24    24    24      168     4.2
Senior Psychiatrist                   8     8     8     8     8                   40     1.0
Psychiatrist                          4     4     4     4     4                   20     0.5
Mental Health Clinician - float       8     8     8     8    12                   44     1.1
Mental Health Clinician               8     8     8     8     8                   40     1.0
Mental Health Clinician - AMOU                                      4     4        8     0.2
Mental Health Clerk                   4     4     4     4     4                   20     0.5
Unit Chief Infirm. (share w/West)     8     8     8     8     8                   40     1.0
Unit Chief Main (share w/GRVC)        4     4     4     4     4                   20     0.5
Medical Records Administrator         8     8     8     8     8                   40     1.0
Medical Records Clerk                 8     8     8     8     8     4     4       48     1.2
Medical Records Clerk - float         8     8     8     8     8                   40     1.0
Clinic Coordinator/Scheduler          8     8     8     8     8                   40     1.0
Administrative Assistant              8     8     8     8     8                   40     1.0

                                 EVENING SHIFT
Physician                             8     8     8     8     8     8     8       56     1.4
Physician Assistant                   8     8     8     8     8     8     8       56     1.4
Pharmacy Tech - float                 8     8     8     8     8     4     4       48     1.2
RNs                                  24    24    24    24    24    24    24      168     4.2
LPNs                                 24    24    24    24    24    24    24      168     4.2
Nurses Aides                         16    16    16    16    16    16    16      112     2.8
Medical Records Clerk                 8     8     8     8     8     4     4       48     1.2
Mental Health Clinician - AMOU        8     8     8     8     8                   40     1.0

                                  NIGHT SHIFT
Physician                             8     8     8     8     8     8     8       56     1.4
Physician Assistant                   8     8     8     8     8     8     8       56     1.4
RNs                                  24    24    24    24    24    24    24      168     4.2
LPNs                                 16    16    16    16    16    16    16      112     2.8
Nurses Aides                          8     8     8     8     8     8     8       56     1.4
   TOTAL HOURS/FTE PER WEEK                                                   2884.0   72.10
</TABLE>
<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                         Otis Bantum Correctional Center

<TABLE>
<CAPTION>
            POSITION              Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
            --------              ---   ---   ---   ---   ---   ---   ---   ------   -----
                                         DAY SHIFT
<S>                               <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
Health Services Administrator       8     8     8     8     8                  40      1.0
Site Medical Director               8     8     8     8     8                  40      1.0
Physician                          24    24    24    24    24    16     8     144      3.6
Physician Assistant                24    24    24    24    24    16    16     152      3.8
Director of Nursing                 8     8     8     8     8                  40      1.0
Pharmacist                         12    12    12    12    12    12    12      84      2.1
Pharmacist - float                  4     4     4     4     4     0     0      20      0.5
Pharmacy Tech - float              12    12    12    12    12     8     8      76      1.9
RNs                                16    16    16    16    16    16     8     104      2.6
LPNs                               16    16    16    16    16    16    16     112      2.8
Nurses Aide                         8     8     8     8     8                  40      1.0
Dentist                             8     8     8     8     8                  40      1.0
Dental Assistant                    8     8     8     8     8                  40      1.0
Dental Assistant-Oral Surgery       8     8     8     8                        32      0.8
Senior Psychiatrist                 8     8     8     8     8                  40      1.0
Psychiatrist                        8     8     8     8     8     8     8      56      1.4
Mental Health Clinician - float    16    16    16    16    16                  80      2.0
Mental Health Clinician            16    16    16    16    16     8     8      96      2.4
Mental Health Clerk                 8     8     8     8     8                  40      1.0
Unit Chief                          8     8     8     8     8                  40      1.0
Asst. Unit Chief                    8     8     8     8     8                  40      1.0
Clinical Supervisor                 8     8     8     8     8     8     8      56      1.4
Medical Records Administrator       8     8     8     8     8                  40      1.0
Medical Records Clerk              16    16    16    16    16     8     8      96      2.4
Medical Records Clerk - float       8     8     8     8     8                  40      1.0
Clinic Coordinator/Scheduler        8     8     8     8     8                  40      1.0
Administrative Assistant            8     8     8     8     8                  40      1.0

                                       EVENING SHIFT
Physician                           8     8     8     8     8     8     8      56      1.4
Physician Assistant                24    24    24    24    24    16     8     144      3.6
Pharmacy Tech                      12    12    12    12    12    12    12      84      2.1
Pharmacy Tech - float               4     4     4     4     4     4     4      28      0.7
RNs                                16    16    16    16    16    16    16     112      2.8
LPNs                                8     8     8     8     8     8     8      56      1.4
Clinical Supervisor                 8           8           8                  24      0.6
Psychiatrist - float                8     8     8     8     8                  40      1.0
Psychiatrist                        8     8     8     8     8     8     8      56      1.4
Mental Health Clinician            16    16    16    16    16     8     8      96      2.4
Medical Records Clerk               8     8     8     8     8                  40      1.0

                                        NIGHT SHIFT
Physician                           8     8     8     8     8     8     8      56      1.4
Physician Assistant                 8     8     8     8     8     8     8      56      1.4
RNs                                16    16    16    16    16    16    16     112      2.8
LPNs                                8     8     8     8     8     8     8      56      1.4
Phlebotomist                                                                    0      0.0
Medical Records Clerk                                                           0      0.0
Medical Records Clerk               8     8     8     8     8                  40      1.0
                                                                            ------   -----
   TOTAL HOURS/FTE per week                                                 2684.0   68.10
                                                                            ======   =====
</TABLE>

<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                                   CDU at West

<TABLE>
<CAPTION>
            POSITION              Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
            --------              ---   ---   ---   ---   ---   ---   ---   ------   -----
                                         DAY SHIFT
<S>                               <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
Site Medical Director               8     8     8     8     8                   40     1.0
Physician                          16    16    16    16    16     8     8       96     2.4
Physician Assistant                16    16    16    16    16     8     8       96     2.4
Director of Nursing                 8     8     8     8     8                   40     1.0
Pharmacist - float                  4     4     4     4     4     4     4       28     0.7
Pharmacy Tech - float               4     4     4     4     4     4     4       28     0.7
RNs                                16    16    16    16    16    16    16      112     2.8
Nurses Aides                        8     8     8     8     8     8     8       56     1.4
HIV Discharge Planner               8     8     8     8     8                   40     1.0
Medical Records Administrator       8     8     8     8     8                   40     1.0
Medical Records Clerk               4     4     4     4     4     4     4       28     0.7
Medical Records Clerk - float      12     8    12     8    12                   52     1.3
Administrative Assistant            8     8     8     8     8                   40     1.0

                                       EVENING SHIFT
Physician                           8     8     8     8     8     8     8       56     1.4
Physician Assistant                 8     8     8     8     8     8     8       56     1.4
RNs                                16    16    16    16    16    16    16      112     2.8

                                        NIGHT SHIFT
Physician                           8     8     8     8     8     8     8       56     1.4
Physician Assistant                 8     8     8     8     8     8     8       56     1.4
RNs                                16    16    16    16    16    16    16      112     2.8
                                                                            ------   -----
   TOTAL HOURS/FTE per week                                                 1144.0   28.60
                                                                            ======   =====
</TABLE>

                                 UrgiCareCenter

<TABLE>
<CAPTION>
            POSITION              Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
            --------              ---   ---   ---   ---   ---   ---   ---   ------   -----
                                         DAY SHIFT
<S>                               <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
Physician                          8     8     8     8     8     8     8        56     0.0
RNs                                8     8     8     8     8     8     8        56     1.4
                                       EVENING SHIFT
Physician                          8     8     8     8     8     8     8        56     0.0
RNs                                8     8     8     8     8     8     8        56     1.4
                                        NIGHT SHIFT
Physician                          8     8     8     8     8     8     8        56     0.0
RNs                                8     8     8     8     8     8     8        56     1.4
                                                                            ------   -----
   TOTAL HOURS/FTE per week                                                  336.0    4.20
                                                                            ======   =====
</TABLE>
<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                              Rose M. Singer Center

<TABLE>
<CAPTION>
            POSITION              Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk     FTE
            --------              ---   ---   ---   ---   ---   ---   ---   ------   ------
<S>                               <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                         DAY SHIFT
Health Services Administrator       8     8     8     8     8                   40      1.0
Site Medical Director               8     8     8     8     8                   40      1.0
Asst. Site MD                       8     8     8     8     8                   40      1.0
Physician                          40    40    40    40    40    16    16      232      5.8
Nurse Practitioner                  8     8     8     8     8                   40      1.0
Physician Assistant                48    48    48    48    48    16    16      272      6.8
Director of Nursing                 8     8     8     8     8                   40      1.0
Pharmacist                         16    16    16    16    16    16    16      112      2.8
Pharmacist - float                  8     8     8     8     8                   40      1.0
Pharmacy Tech                      16    16    16    16    16    12    12      104      2.6
Pharmacy Tech - float               8     8     8     8     8     8     8       56      1.4
RNs                                32    32    32    32    32    24    24      208      5.2
LPNs                               40    40    40    40    40    32    32      264      6.6
Nurses Aide                        16    16    24    16    16    16    16      120      3.0
Dentist                             8     8     8     8     8                   40      1.0
Dental Assistant                    8     8     8     8     8                   40      1.0
Dental Assistant-Oral Surgery                               8                    8      0.2
Senior Psychiatrist                 8     8     8     8     8                   40      1.0
Psychiatrist                        8     8     8     8     8    16    16       72      1.8
Mental Health Clinician - float    16    16    16    16    16     8     8       96      2.4
Mental Health Clinician            24    24    24    24    24    24    24      168      4.2
Substance Abuse Counselor           8     8     8     8     8                   40      1.0
Unit Chief                          8     8     8     8     8                   40      1.0
Asst. Unit Chief                    8     8     8     8     8                   40      1.0
Clinical Supervisor                 8     8     8     8     8     8     8       56      1.4
Activity Therapist                  4     4     4     4     4                   20      0.5
Mental Health Secretary             8     8     8     8     8                   40      1.0
Medical Records Administrator       8     8     8     8     8                   40      1.0
Medical Records Clerk              16    16    16    16    16     8     8       96      2.4
Medical Records Clerk - float      16     8    16    16     8     8     8       80      2.0
Clinic Coordinator/Scheduler        8     8     8     8     8                   40      1.0
Administrative Assistant            8     8     8     8     8                   40      1.0

                                       EVENING SHIFT
Physician                          16    16    16    16    16    16    16      112      2.8
Physician Assistant                24    24    24    24    24    16    16      152      3.8
Pharmacist                          8     8     8     8     8     8     8       56      1.4
Pharmacy Tech                      16    16    16    16    16    16    16      112      2.8
Pharmacy Tech - float               8     8     8     8     8     4     4       48      1.2
RNs                                24    24    24    24    24    24    24      168      4.2
LPNs                               32    32    32    32    32    32    32      224      5.6
Nurses Aides                       16    16    16    16    16    16    16      112      2.8
Psychiatrist - float                8     8     8     8     8     4             44      1.1
Psychiatrist                        8     8     8     8     8     8     8       56      1.4
Mental Health Clinician - float    16    16    16    16    16     8     8       96      2.4
Mental Health Clinician            16    16    16    16    16    16    16      112      2.8
Activity Therapist                  4     4     4     4     4                   20      0.5
Clinical Supervisor                 8     8     8     8     8                   40      1.0
Clinic Coordinator/Scheduler        8     8     8     8     8                   40      1.0
Mental Health Clerk                 8     8     8     8     8                   40      1.0
Medical Records Clerk              16    16     8     8     8     8     8       72      1.8
Medical Records Clerk - float       8    16    16    16    16     8     8       88      2.2

                                        NIGHT SHIFT
Physician                          16    16    16    16    16    16    16      112      2.8
Physician Assistant                 8     8     8     8     8     8     8       56      1.4
RNs                                24    24    24    24    24    24    24      168      4.2
LPNs                               24    24    24    24    24    24    24      168      4.2
Nurses Aides                       16    16    16    16    16    16    16      112      2.8
Medical Records Clerk               8     8     8     8     8     8     8       56      1.4
Medical Records Clerk - float       8     8     8     8     8                   40      1.0
                                                                             -----   ------
   TOTAL HOURS/FTE per week                                                  4,924   124.10
                                                                             =====   ======
</TABLE>

<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                             Bernard B. Kerik Center

<TABLE>
<CAPTION>
            POSITION              Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk     FTE
            --------              ---   ---   ---   ---   ---   ---   ---   ------   ------
<S>                               <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                         DAY SHIFT
Health Services Administrator       8     8     8     8     8                  40      1.0
Medical Director                    8     8     8     8     8                  40      1.0
Physician                          16    16    16    16    16     8     8      96      2.4
Physician Assistant                24    24    24    24    24     8     8     136      3.4
Pharmacist                          8     8     8     8     8     8     8      56      1.4
Pharmacy Tech - float               8     8     8     8     8     8     8      56      1.4
RNs                                16    16    16    16    16    16    16     112      2.8
LPNs                               16    16    16    16    16    16    16     112      2.8
Dentist                             8           8           8                  24      0.6
Dental Assistant                    8           8           8                  24      0.6
Psychiatrist                        8     8     8     8     8     8     8      56      1.4
Mental Health Clinician             8     8     8     8     8     8     8      56      1.4
Mental Health Clerk                 8     8     8     8     8                  40      1.0
Unit Chief                          8     8     8     8     8                  40      1.0
Medical Records Administrator       8     8     8     8     8                  40      1.0
Medical Records Clerk               8     8     8     8     8     8     8      56      1.4
Medical Records Clerk - float             8     8     8                        24      0.6
Clinic Coordinator/Scheduler        8     8     8     8     8                  40      1.0
Administrative Assistant            8     8     8     8     8                  40      1.0

                                       EVENING SHIFT
Physician                           8     8     8     8     8     8     8      56      1.4
Physician Assistant                 8     8     8     8     8     8     8      56      1.4
RNs                                16    16    16    16    16    16    16     112      2.8
LPNs                               16    16    16    16    16    16    16     112      2.8
Nurses Aides                        8     8     8     8     8                  40      1.0
Psychiatrist                        8     8     8     8     8                  40      1.0
Mental Health Clinician             8     8     8     8     8     0     0      40      1.0
Medical Records Clerk               8     8     8     8     8     8     8      56      1.4

                                        NIGHT SHIFT
Physician                           8     8     8     8     8     8     8      56      1.4
Physician Assistant                 8     8     8     8     8     8     8      56      1.4
RNs                                 8     8     8     8     8     8     8      56      1.4
LPNs                               16    16    16    16    16    16    16     112      2.8
Medical Records Clerk               8     8     8     8     8     8     8      56      1.4
Hemodialysis RN                    13     0    13     0    14                  40      1.0
Hemodialysis Tech                  13     0    13     0    14                  40      1.0
                                                                             ----     ----
   TOTAL HOURS/FTE per week                                                  1880     50.4
                                                                             ====     ====
</TABLE>
<PAGE>

                          Prison Health Services, Inc.
                              Staffing Pattern for
                            Regional Office/Services

<TABLE>
<CAPTION>
             POSITION                 Mon     Tue     Wed     Thu     Fri    Sat   Sun   Hrs/Wk     FTE
             --------                -----   -----   -----   -----   -----   ---   ---   ------   ------
<S>                                  <C>     <C>     <C>     <C>     <C>     <C>   <C>   <C>      <C>
Program Manager                          8       8       8       8       8                   40      1.0
Regional Vice President                  8       8       8       8       8                   40      1.0
Medical Director                         8       8       8       8       8                   40      1.0
Deputy Medical Director                  8       8       8       8       8                   40      1.0
Diabetic Coordinator                     8       8       8       8       8                   40      1.0
Dental Supervisor                        8       8       8       8       8                   40      1.0
Nursing Direction                        8       8       8       8       8                   40      1.0
Deputy Dir. Nursing                      8       8       8       8       8                   40      1.0
Director of Mental Health                8       8       8       8       8                   40      1.0
Deputy Dir. Of Mental Health             8       8       8       8       8                   40      1.0
Supervising Psychiatrist                24      24      24      24      24    24    24      120      3.0
Mental Health Administrator              8       8       8       8       8                   40      1.0
Director of CQI                          8       8       8       8       8                   40      1.0
DA RN                                   72      72      64      72      72                  352      8.8
Supervising X-Ray Tech                   8       8       8       8       8                   40      1.0
Nurse Educator                           8       8       8       8       8                   40      1.0
Infection Control Coordinator            8       8       8       8       8                   40      1.0
Regional ID Nurse                       16      16      16      16      16                   80      2.0
Regional ID Clerk                        8       8       8       8       8                   40      1.0
Director of UM/Case Management           8       8       8       8       8                   40      1.0
Case Manager                            16      16      16      16      16                   80      2.0
Staffing Coordinator                     8       8       8       8       8                   40      1.0
Staff Scheduler                         24      24      24      24      24                  120      3.0
UM Clerk                                16      16      16      16      16                   80      2.0
Prenatal Nurse                           8       8       8       8       8                   40      1.0
Medical Records Director                 8       8       8       8       8                   40      1.0
Assistant Medical Records Director       8       8       8       8       8     8     8       40      1.0
Medical Records Clerk                   24      24      24      24      24                  120      3.0
Director of Finance                      8       8       8       8       8                   40      1.0
Accounting Manager                      24      24      24      24      24                  120      3.0
Accounts Payable Clerk                   8       8       8       8       8                   40      1.0
Payroll Clerk                           24      24      24      24      24                  120      3.0
Human Resources Director                 8       8       8       8       8                   40      1.0
Human Resources Generalist              16      16      16      16      16                   80      2.0
Credentialling Coordinator               8       8       8       8       8                   40      1.0
Employee Relations Manager               8       8       8       8       8                   40      1.0
Recruiter                               16      16      16      16      16                   80      2.0
Materials Management Director            8       8       8       8       8                   40      1.0
Driver                                  32      32      32      32      32    20    20      200      5.0
Admin Assistant of Materials Mgmt        8       8       8       8       8                   40      1.0
Admin Assistant of Peer Review           8       8       8       8       8                   40      1.0
Admin Assistant for Credentialing        8       8       8       8       8                   40      1.0
Receiving Clerk                          8       8       8       8       8                   40      1.0
Supply Clerk                            16      16      16      16      16                   80      2.0
MIS Director                             8       8       8       8       8                   40      1.0
MIS - Network Administrator              8       8       8       8       8                   40      1.0
MIS Specialist                          16      16      16      16      16                   80      2.0
Data Base Support Tech                   8       8       8       8       8                   40      1.0
Hardware/Network Tech                    8       8       8       8       8                   40      1.0
Secretary                               40      40      40      40      40                  200      5.0
PA - Employee Health                     8       8       8       8       8                   40      1.0
                                                                                           ----    -----
   TOTAL HOURS/FTE per week                                                                3352    83.80
                                                                                           ====    =====
</TABLE>

                          System Wide Clinical Support

<TABLE>
<CAPTION>
<S>                                  <C>     <C>     <C>     <C>     <C>     <C>   <C>   <C>      <C>
Tour Supervisor (Evenings)               8       8       8       8       8     8     8       56      1.4
Tour Supervisor (Days)                                                         8     8       16      0.4
Administrative Assistant                                                       8     8       16      0.4
Roving Supervisor (Evenings)                             8       8       8     8             32      0.8
Roving Supervisor (Nights)                                       8       8     8             24      0.6
Administrative Assistant                 8       8       8       8       8     8     8       56      1.4
Tour Supervisor (Nights)                 8       8       8       8       8     8     8       56      1.4
Administrative Assistant                 8       8       8       8       8                   56      1.4
Infectious Disease Supervisor            8       8       8       8       8                   40      1.0
Patient Advocates                       24      24      24      24      24    24    24      120      3.0
Substance Abuse Counselor               24      24      24      24      24    24    24      120      3.0
HIV COORDINATOR                          8       8       8       8       8                   40      1.0
HIV COUNSELOR (DAYS)                 114.4   114.4   114.4   114.4   114.4                  572     14.3
HIV COUNSELOR (EVENINGS)              62.4    62.4    62.4    62.4    62.4                  312      7.8
HIV COUNSELOR (NIGHTS)                10.4    10.4    10.4    10.4    10.4                   52      1.3
LPN (Medical Records Redaction)          8       8       8       8       8                   40      1.0
Medical Records Clerks (Brad H)         16      16      16      16      16                   80      2.0
Director of Pharmacy                     8       8       8       8       8                   40      1.0
Asst. Director of Pharmacy              16      16      16      16      16                   80      2.0
Manager Q1                               8       8       8       8       8                   40      1.0
Supervising Pharmacists                 40      40      40      40      40                  192      4.8
Pharmacist                              12      12      12      12      12                   60      1.5
Packaging Techs                         32      32      32      32      32                  160      4.0
Pharmacist Packaging - Float             4       4       4       4       4                   20      0.5
Driver Tech                              8       8      16      16      16     8     8       80      2.0
Secretary                                8       8       8       8       8                   40      1.0
Administrative Assistant                 8       8       8       8       8                   40      1.0
                                                                                           ----    -----
         TOTAL HOURS/FTE per week                                                          2440    61.00
                                                                                           ====    =====
                                                                                           ----   ------
         TOTAL HOURS/FTE per week                                                          5792   144.80
                                                                                           ====   ======
</TABLE>

<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern of
                               KEEP GRANT PROGRAM

<TABLE>
<CAPTION>
                 POSITION                   Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
                 --------                   ---   ---   ---   ---   ---   ---   ---   ------   -----
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                             DAY SHIFT
Administrator of Addiction Medicine (EMT)     6     6     6     6     6                   30     0.8
Educator/Supervisor (EMTC)                    8     8     8     8     8                   40     1.0
Methadone Counselor (EMTC)                   24    24    24    24    24                  120     3.0
Methadone Counselor (RMSC)                   16    16    16    16    16                   80     2.0
Methadone Counselor (AMKC)                   24    24    24    24    24                  120     3.0
Secretary (EMTC)                              8     8     8     8     8                   40     1.0
Secretary (RMSC)                              8     8     8     8     8                   40     1.0
Pharmacist                                    8     8     8     8     8                   40     1.0
LPN (EMTC)                                    8     8     8     8     8                   40     1.0
LPN (RMSC)                                    8     8     8     8     8                   40     1.0
LPN (AMKC)                                    8     8     8     8     8     8     8       56     1.4
                                                                                       -----   -----
   TOTAL HOURS/FTE per week                                                            646.0   16.15
                                                                                       =====   =====
</TABLE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                               MADE GRANT PROGRAM

<TABLE>
<CAPTION>
                 POSITION                   Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
                 --------                   ---   ---   ---   ---   ---   ---   ---   ------   ----
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                             DAY SHIFT
Administrator of Addiction Medicine (EMT)    2     2     2     2     2                    10    0.3
Educator/Supervisor (EMTC)                   8     8     8     8     8                    40    1.0
Substance Abuse Cstr (ARDC)                  8     8     8     8     8                    40    1.0
Substance Abuse Cstr (RMSC)                  8     8     8     8     8                    40    1.0
                                                                                       -----   ----
   TOTAL HOURS   TOTAL HOURS/FTE per week                                              130.0   3.25
                                                                                       =====   ====
</TABLE>

<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                          James A. Thomas Center (JATC)

<TABLE>
<CAPTION>
           POSITION             Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
           --------             ---   ---   ---   ---   ---   ---   ---   ------   ----
<S>                             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                       DAY SHIFT
Health Services Administrator     8     8     8     8     8                  40     1.0
Medical Director                  8     8     8     8     8                  40     1.0
Physician                         8     8     8     8     8    8     8       56     1.4
Physician Assistant              12    12    12    12    12    8     8       76     1.9
Director of Nursing               8     8     8     8     8                  40     1.0
Pharmacist                        8     8     8     8     8    8     8       56     1.4
Pharmacy Tech                     8     8     8     8     8    8     8       56     1.4
RNs                               8     8     8     8     8    8     8       56     1.4
LPNs                              8     8     8     8     8    8     8       56     1.4
HIV Counselor                     8     8     8     8     8                  40     1.0
QA RN                             8     8     8     8     8                  40     1.0
Dentist                           8           8           8                  24     0.6
Dental Assistant                  8           8           8                  24     0.6
Phychiatrist                      4     4     4     4     4    4     4       28     0.7
MH Clinician                     16    16    16    16    16    4     4       88     2.2
Unit Chief                        4     4     4     4     4                  20     0.5
Clinical Supervisor               4     4     4     4     4                  20     0.5
Medical Records Administrator     8     8     8     8     8                  40     1.0
Medical Records Clerk             8     8     8     8     8                  40     1.0
Clinic Coordinator/Scheduler      8     8     8     8     8                  40     1.0
Administrative Assistant          8     8     8     8     8                  40     1.0

                                     EVENING SHIFT
Physician                         8     8     8     8     8    8     8       56     1.4
RNs                               8     8     8     8     8    8     8       56     1.4
Pharm Tech                        8     8     8     8     8    8     8       56     1.4
Medical Records Clerk             8     8     8     8     8                  40     1.0

                                      NIGHT SHIFT
Physician                         8     8     8     8     8    8     8       56     1.4
RNs                               8     8     8     8     8    8     8       56     1.4
                                                                           ----    ----
   TOTAL HOURS/FTE per week                                                1248    31.2
                                                                           ====    ====
</TABLE>

<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                        Brooklyn Detention Center (BKDC)

<TABLE>
<CAPTION>
           POSITION             Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
           --------             ---   ---   ---   ---   ---   ---   ---   ------   ----
<S>                             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                       DAY SHIFT
Health Services Administrator     8     8     8     8     8                  40     1.0
Medical Director                  8     8     8     8     8                  40     1.0
Physician                        16    16    16    16    16     8     8      96     2.4
Physician Assistant              24    24    24    24    24     8     8     136     3.4
Director of Nursing               8     8     8     8     8                  40     1.0
Pharmacist                        8     8     8     8     8     8     8      56     1.4
Pharmacy Tech - Float             8     8     8     8     8     8     8      56     1.4
RNs                              16    16    16    16    16    16    16     112     2.8
LPNs                             16    16    16    16    16    16    16     112     2.8
HIV Counselor                     8     8     8     8     8                  40     1.0
QA RN                             8     8     8     8     8                  40     1.0
Dentist                           8     8           8                        24     0.6
Dental Assistant                  8     8           8                        24     0.6
Psychiatrist                      8     8     8     8     8     8     8      56     1.4
MH Clinician                      8     8     8     8     8     8     8      56     1.4
Unit Chief                        8     8     8     8     8                  40     1.0
Medical Records Administrator     8     8     8     8     8                  40     1.0
Medical Records Clerk             8     8     8     8     8     8     8      56     1.4
Medical Records Clerk - Float           8     8     8                        24     0.6
Clinic Coordinator/Scheduler      8     8     8     8     8                  40     1.0
Administrative Assistant          8     8     8     8     8                  40     1.0

                                     EVENING SHIFT
Physician                         8     8     8     8     8     8     8      56     1.4
Physician Assistant               8     8     8     8     8     8     8      56     1,4
RNs                              16    16    16    16    16    16    16     112     2.8
LPNs                             16    16    16    16    16    16    16     112     2.8
Nurses Aide                       8     8     8     8     8     8            40     1.0
Psychiatrist                      4     4     4     4     4                  20     0.5
MH Clinician                      8     8     8     8     8     8     8      56     1.4
Pharmacy Tech                     8     8     8     8     8     8     8      56     1.4
Medical Records Clerk             8     8     8     8     8     8     8      56     1.4

                                      NIGHT SHIFT
Physician                         8     8     8     8     8     8     8      56     1.4
Physician Assistant               8     8     8     8     8     8     8      56
RNs                              16    16    16    16    16    16    16     112     2.8
LPNs                              8     8     8     8     8     8     8      56     1.4
Nurses Aide                                                                   0     0.0
Medical Records Clerk                                                         0     0.0
Medical Records Clerk             8     8     8     8     8     8     8      56     1.4
                                                                           ----    ----
   TOTAL HOURS/FTE per week                                                2012    51.7
                                                                           ====    ====
</TABLE>

<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                         Bronx Detention Center (BKDC)

<TABLE>
<CAPTION>
           POSITION             Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
           --------             ---   ---   ---   ---   ---   ---   ---   ------   ----
<S>                             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                       DAY SHIFT
Health Services Administrator     8     8     8     8     8                  40     1.0
Medical Director                  8     8     8     8     8                  40     1.0
Physician                        16    16    16    16    16     8     8      96     2.4
Physician Assistant              16    16    16    16    16     8     8      96     2.4
Director of Nursing               8     8     8     8     8                  40     1.0
Pharmacist                        8     8     8     8     8     8     8      56     1.4
Pharmacy Tech - Float             8     8     8     8     8     8     8      56     1.4
RNs                              16    16    16    16    16    16    16     112     2.8
LPNs                             16    16    16    16    16    16    16     112     2.8
HIV Counselor                     8     8     8     8     8                  40     1.0
QA RN                             8     8     8     8     8                  40     1.0
Dentist                           8           8           8                  24     0.6
Dental Assistant                  8           8           8                  24     0.6
Psychiatrist                      8     8     8     8     8     8     8      56     1.4
MH Clinician                      8     8     8     8     8     8     8      56     1.4
Unit Chief                        8     8     8     8     8                  40     1.0
Medical Records Administrator     8     8     8     8     8                  40     1.0
Medical Records Clerk             8     8     8     8     8     8     8      56     1.4
Medical Records Clerk - Float           8     8     8                        24     0.6
Clinic Coordinator/Scheduler      8     8     8     8     8                  40     1.0
Administrative Assistant          8     8     8     8     8                  40     1.0

                                     EVENING SHIFT
Physician                         8     8     8     8     8     8     8      56     1.4
Physician Assistant               8     8     8     8     8     8     8      56     1.4
RNs                              16    16    16    16    16    16    16     112     2.8
LPNs                              8     8     8     8     8     8     8      56     1.4
Psychiatrist                      4     4     4     4     4                  20     0.5
MH Clinician                      8     8     8     8     8     8     8      56     1.4
Pharmacy Tech                     8     8     8     8     8     8     8      56     1.4
Medical Records Clerk             8     8     8     8     8     8     8      56     1.4

                                      NIGHT SHIFT
Physician                         8     8     8     8     8     8     8      56     1.4
Physician Assistant               8     8     8     8     8     8     8      56
RNs                              16    16    16    16    16    16    16     112     2.8
LPNs                              0     0     0     0     0     0     0       0     0.0
Medical Records Clerk             8     8     8     8     8     8     8      56     1.4
                                                                           ----    ----
   TOTAL HOURS/FTE per week                                                1820    46.9
                                                                           ====    ====
</TABLE>
<PAGE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                             Queens Detention Center

<TABLE>
<CAPTION>
           POSITION             Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
           --------             ---   ---   ---   ---   ---   ---   ---   ------   ----
<S>                             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                       DAY SHIFT
Health Services Administrator    8     8     8     8     8                  40      1.0
Medical Director                 8     8     8     8     8                  40      1.0
Physician                       16    16    16    16    16     8     8      96      2.4
Physician Assistant             16    16    16    16    16     8     8      96      2.4
Director of Nursing              8     8     8     8     8                  40      1.0
Pharmacist                       8     8     8     8     8     8     8      56      1.4
Pharmacy Tech - Float            8     8     8     8     8     8     8      56      1.4
RNs                             16    16    16    16    16    16    16     112      2.8
LPNs                            16    16    16    16    16    16    16     112      2.8
HIV Counselor                    8     8     8     8     8                  40      1.0
QA RN                            8     8     8     8     8                  40      1.0
Dentist                          8           8           8                  24      0.6
Dental Assistant                 8           8           8                  24      0.6
Psychiatrist                     8     8     8     8     8     8     8      56      1.4
MH Clinician                     8     8     8     8     8           8      48      1.2
Unit Chief                       8     8     8     8     8                  40      1.0
Medical Records Administrator    8     8     8     8     8                  40      1.0
Medical Records Clerk            8     8     8     8     8     8     8      56      1.4
Medical Records Clerk - Float          8     8     8                        24      0.6
Clinic Coordinator/Scheduler     8     8     8     8     8                  40      1.0
Administrative Assistant         8     8     8     8     8                  40      1.0
                                     EVENING SHIFT
Physician                        8     8     8     8     8     8     8      56      1.4
Physician Assistant              8     8     8     8     8     8     8      56      1.4
RNs                             16    16    16    16    16    16    16     112      2.8
LPNs                             8     8     8     8     8     8     8      56      1.4
Psychiatrist                     4     4     4     4     4                  20      0.5
MH Clinician                     8     8     8     8     8     8     8      56      1.4
Pharmacy Tech                    8     8     8     8     8     8     8      56      1.4
Medical Records Clerk            8     8     8     8     8     8     8      56      1.4
                                      NIGHT SHIFT
Physician                        8     8     8     8     8     8     8      56      1.4
Physician Assistant              8     8     8     8     8     8     8      56
RNs                             16    16    16    16    16    16    16     112      2.8
LPNs                            08     0     0     0     0     0     0       0      0.0
Medical Records Clerk            8     8     8     8     8     8     8      56      1.4
                                                                           ----    ----
   TOTAL HOURS/FTE per week                                                1812    46.7
                                                                           ====    ====
</TABLE>

<PAGE>

                           Prison Health Services Inc.
                               Staffing Pattern for
                                KEEP GRANT PROGRAM

<TABLE>
<CAPTION>
          POSITION             Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
          --------             ---   ---   ---   ---   ---   ---   ---   ------   -----
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                       DAY SHIFT
Administrator of Addiction
   Medicine (EMT)               6     6     6     6     6                  30      0.8
Educator/Supervisor (EMTC)      8     8     8     8     8                  40      1.0
Methadone Counselor (EMTC)      24    24    24    24    24                 120     3.0
Methadone Counselor (RMSC)      16    16    16    16    16                 80      2.0
Methadone Counselor (AMKC)      24    24    24    24    24                 120     3.0
Secretary (EMTC)                8     8     8     8     8                  40      1.0
Secretary (RMSC)                8     8     8     8     8                  40      1.0
Pharmacist                      8     8     8     8     8                  40      1.0
LPN (EMTC)                      8     8     8     8     8                  40      1.0
LPN (RMSC)                      8     8     8     8     8                  40      1.0
LPN (AMKC)                      8     8     8     8     8     8     8      56      1.4
                                                                          -----   -----
   TOTAL HOURS/FTE per week                                               646.0   16.15
                                                                          =====   =====
</TABLE>

                           Prison Health Services Inc.
                              Staffing Pattern for
                               MADE GRANT PROGRAM

<TABLE>
<CAPTION>
          POSITION            Mon   Tue   Wed   Thu   Fri   Sat   Sun   Hrs/Wk    FTE
          --------            ---   ---   ---   ---   ---   ---   ---   ------   ----
<S>                           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>      <C>
                                      DAY SHIFT
Administrator of Addiction
   Medicine (EMT)              2     2     2     2     2                  10      0.3
Educator/Supervisor (EMTC)     8     8     8     8     8                  40      1.0
Substance Abuse Cstr (ARDC)    8     8     8     8     8                  40      1.0
Substance Abuse Cstr (RMSC)    8     8     8     8     8                  40      1.0
                                                                         -----   ----
   TOTAL HOURS/FTE per week                                              130.0   3.25
                                                                         =====   ====
</TABLE>

                        Amended Proposal Matrix 9-01-04
<PAGE>

                                 ATTACHMENT 1 A

                    MENTAL HEALTH MINIMUM/DESIGNATED STAFFING

<TABLE>
<CAPTION>
                 MINIMUM MENTAL HEALTH STAFFING                            MIN. DESIGNATED STAFF
---------------------------------------------------------------   ---------------------------------------
FACILITY            TITLE             TOUR    MIN FTE   DAYS/WK       MIN FTE              DAYS/WK                 NOTE
--------   -----------------------   ------   -------   -------   ---------------   ---------------------   ------------------
<S>        <C>                       <C>      <C>       <C>       <C>               <C>                     <C>
C71        Unit Chief                  2         1        M-F            1                   M-F
C71        Clinic Supervisor           2        1.4        7            1.4                   7
C71        Clinic Supervisor           3        1.4        7            1.4                   7
C71        Psychiatrist                2        2.8        7            2.8                   7
C71        Psychiatrist                3        2.8        7            2.8                   7
C71        Psychiatrist                1        1.4        7
C71        Mental Health Clinician     2        2.8        7            2.8                   7
C71        Mental Health Clinician     3        2.8        7            2.8                   7
C95        Unit Chief                  2         1        M-F            1                   M-F
C95        Clinic Supervisor           2        1.4        7            1.4                   7
C95        Clinic Supervisor           3        1.4        7            1.4                   7
C95        Psychiatrist                2        2.8        7            2.8                   7
C95        Psychiatrist                3        2.8        7            2.8                   7
C95        Mental Health Clinician     2        2.8        7            2.8                   7
C95        Mental Health Clinician     3        2.8        7            2.8                   7
C95        Mental Health Clinician     1        1.4        7            1.4                   7
RMSC       Unit Chief                  2         1        M-F            1                   M-F
RMSC       Clinic Supervisor           2         1        M-F            1                   M-F
RMSC       Clinic Supervisor         2 or 3     0.4       S/S           0.4                  S/S
RMSC       Psychiatrist                2        2.8        7            2.8                   7
RMSC       Psychiatrist                3        1.4        7            1.4                   7             Plus 1.1 Psy float
RMSC       Mental Health Clinician     2        4.2        7            4.2                   7
RMSC       Mental Health Clinician     3        2.8        7            2.8                   7
OBCC       Unit Chief                  2         1        M-F            1                   M-F
OBCC       Clinic Supervisor           2        1.4        7            1.4                   7
OBCC       Clinic Supervisor           3        0.6      M/W/F          0.6                 M/W/F
OBCC       Psychiatrist                2        1.4        7            1.4                   7
OBCC       Psychiatrist                2         1        M-F            1                   M-F
OBCC       Psychiatrist                3        1.4        7            1.4                   7
OBCC       Mental Health Clinician     2        1.4        7            1.4                   7
OBCC       Mental Health Clinician     2         1        M-F            1                   M-F
OBCC       Mental Health Clinician     3        1.4        7            1.4                   7
OBCC       Mental Health Clinician     3         1        M-F            1                   M-F
GMDC       Unit Chief                  2         1        M-F            1                   M-F
GMDC       Clinic Supervisor         2 or 3     1.4        7            1.4                   7
GMDC       Psychiatrist              2 or 3      2        M-F            1                   M-F
GMDC       Psychiatrist              2 or 3     1.4        7
GMDC       Mental Health Clinician     2        1.4        7      1 (tour 2 or 3)            M-F            S/S tour 2 or 3
GMDC       Mental Health Clinician     2         2        M-F     2 (tour 2 or 3)            M-F
GMDC       Mental Health Clinician     3         2        M-F                                               Plus 1 MHC float
EMTC       Unit Chief                  2         1        M-F            1                   M-F
EMTC       Clinic Supervisor         2 or 3      1        M-F            1                   M-F
EMTC       Psychiatrist              2 or 3     1.4        7
EMTC       Psychiatrist              2 or 3      1        M-F            1                   M-F
EMTC       Mental Health Clinician     2        1.4        7      1 (tour 2 or 3)            M-F            S/S tour 2 or 3
EMTC       Mental Health Clinician     2         1        M-F     1 (tour 2 or 3)            M-F
EMTC       Mental Health Clinician     3         2        M-F     1 (tour 2 or 3)            M-F
GRVC       Unit Chief                  2         1        M-F            1                   M-F            Shared with NIC/M
GRVC       Clinic Supervisor         2 or 3      1        M-F            1                   M-F
GRVC       Psychiatrist                2        1.2        7                                                4 hrs. S/S
GRVC       Psychiatrist                3        1.2        7                                                4 hrs. S/S
GRVC       Mental Health Clinician     2        1.2        7      1 (tour 2 or 3)                           4 hrs. S/S
GRVC       Mental Health Clinician     2         1        M-F
GRVC       Mental Health Clinician     3        1.2        7      1 (tour 2 or 3)                           4 hrs. S/S
GRVC       Mental Health Clinician     3         1        M-F
NIC        Unit Chief                  2         1        M-F            1                   M-F            shared with West
NIC        Psychiatrist              2 or 3     1.5       M-F
NIC        Mental Health Clinician     2         1        M-F            1                   M-F
NIC        Mental Health Clinician     3         1        M-F            1                   M-F
</TABLE>


                                     Page 1

<PAGE>

                                 ATTACHMENT 1 A

                    MENTAL HEALTH MINIMUM/DESIGNATED STAFFING

<TABLE>
<CAPTION>
<S>        <C>                       <C>      <C>       <C>       <C>               <C>                     <C>
ARDC       Unit Chief                  2         1        M-F            1                   M-F
ARDC       Clinic Supervisor           2         1        M-F            1                   M-F
ARDC       Psychiatrist              2 or 3     1.4        7
ARDC       Psychiatrist              2 or 3      1        M-F            1                   M-F
ARDC       Mental Health Clinician     2        1.4        7      1 (tour 2 or 3)            M-F            S/S tour 2 or 3
ARDC       Mental Health. Clinician    2         1        M-F     1 (tour 2 or 3)            M-F
ARDC       Mental Health Clinician     3         2        M-F     1 (tour 2 or 3)            M-F
BBKC       Unit Chief                  2         1        M-F            1                   M-F
BBKC       Psychiatrist                2        1.4        7            1.4                   7             S/S tour 2 or 3
BBKC       Psychiatrist                3         1        M-F
BBKC       Mental Health Clinician     2        1.4        7            1.4                   7
BBKC       Mental Health Clinician     3         1        M-F
BBKC                    For BBKC, the designated post can be fill by 1 Psychiatrist or 1 Mental Health Clinician.
</TABLE>

NOTES;

Designated staff are staff members assigned to a specific work site. A staff
member may only be designated to one site and once assigned may not be
reassigned to a different work site for 3 months without the Department's
approval.

No more than 3 Unit Chiefs or 3 Clinical Supervisors may be out on any weekday.

ADDITIONAL STAFF: SUPERVISING PSYCHIATRISTS

2 FTE PSYCHIATRISTS - to review prescribing practices, monitor suicide watch and
provide case consultation.


                                     Page 2
<PAGE>

                                  ATTACHMENT 2
                   PERFORMANCE INDICATORS/PERFORMANCE MEASURES

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
  PI     COMPLIANCE    COMPLIANCE
NUMBER      RATE         RATE       PERFORMANCE INDICATOR(1)   INDICATOR MEASUREMENT(2)   REMARKS
------   ----------   -----------   ------------------------   ------------------------   -------
<S>      <C>          <C>           <C>                        <C>                        <C>
  1      WOMEN'S HEALTH SERVICES (GENERAL)

  1a        100%          95%       WOMEN'S HEALTH SERVICES    % of eligible women
                                    - Pap Test Screening -     tested within
                                    All women who do not       appropriate time frames
                                    decline a pap test will    (calculated net of
                                    have the test performed    refusals, unavailable
                                    upon admission, unless     patients, patients who
                                    there is a history of a    report a history of a
                                    prior pap test in the      prior pap test in the
                                    last 12 months or unless   last 12 months and
                                    clinically                 discharges).
                                    contraindicated. If
                                    clinically
                                    contraindicated on
                                    admission (and so
                                    documented) the pap test
                                    will be performed within
                                    14 days of admission.

  2      WOMEN'S HEALTH SERVICES (PREGNANCY)

  2a        100%          95%       WOMEN'S HEALTH SERVICES    % of pregnant women
                                    - Pregnancy: HIV           receiving HIV counseling
                                    Counseling - Pregnant      within appropriate
                                    women who refuse HIV       timeframes and with
                                    testing upon admission     records containing the
                                    will be counseled and      properly executed
                                    offered testing again      form(s) (calculated net
                                    within 7 days of           of refusals, unavailable
                                    refusal. Women             patients, patients whose
                                    determined to be           HIV status is known and
                                    pregnant after admission   discharges).
                                    will receive HIV
                                    counseling, which will
                                    include an offer of
                                    testing, within 7 days
                                    of the time it is
                                    determined that the
                                    patient is pregnant. The
                                    patient's chart will
                                    contain documentation of
                                    at least one of the
                                    following: a progress
                                    note, an informed
                                    consent for HIV testing,
                                    or a signed refusal
                                    form.

  2b        100%          95%       WOMEN'S HEALTH SERVICES    % of pregnant women
                                    - Pregnancy: Prenatal      receiving a timely
                                    Exam - Pregnant women      prenatal exam
                                    will receive a prenatal    (calculated net of
                                    exam within 7 days of      refusals, unavailable
                                    admission.                 patients and
                                                               discharges).
</TABLE>

(1)  Documentation of compliance must be included in patient charts for all
     Indicators and Measures (excluding Indicators/ Measures #20c, 20d, 17 and
     18).

(2)  With the exception of those patients who are discharged from the system, al
     exclusions from the calculated net universe of the sample measured for each
     indicator must be documented in patients' charts.

<PAGE>


                                  ATTACHMENT 2
                   PERFORMANCE INDICATORS/PERFORMANCE MEASURES

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
  PI     COMPLIANCE    COMPLIANCE
NUMBER      RATE         RATE       PERFORMANCE INDICATOR(1)   INDICATOR MEASUREMENT(2)   REMARKS
------   ----------   -----------   ------------------------   ------------------------   -------
<S>      <C>          <C>           <C>                        <C>                        <C>
  2c        100%          95%       WOMEN'S HEALTH SERVICES    % of pregnant women
                                    - Pregnancy: Sonogram-     receiving sonograms
                                    Women in their 1st         within time frames as
                                    trimester who have risk    specified in the
                                    factors, which suggest a   performance indicator
                                    sonogram is appropriate,   (calculated net of
                                    will receive the           refusals, unavailable
                                    sonogram within 7 days     patients, discharges and
                                    of the 1st prenatal        clinically
                                    exam. Women in their 2nd   contraindicated
                                    and 3rd trimesters will    patients).
                                    have a sonogram as
                                    follows: 1) Those who
                                    had their initial
                                    prenatal exam during
                                    their 1st trimester and
                                    did not otherwise have a
                                    sonogram, will have a
                                    sonogram within 7 days
                                    of the beginning of
                                    their 2nd trimester;
                                    2) Those who had their
                                    initial prenatal exam
                                    during their 2nd or 3rd
                                    trimesters will have a
                                    sonogram within 7 days
                                    of the exam; and
                                    3) Those who refuse an
                                    initial prenatal exam
                                    will have the sonogram
                                    within 7 days of the
                                    refusal.

  3      HIV CARE

  3a        100%          95%       HIV CARE - Rapid           % of patients offered a
                                    Testing: Offer at Intake   rapid HIV test upon
                                    - All patients will be     admission (calculated
                                    offered a rapid HIV test   net of patients whose
                                    upon admission             HIV status is

  3b        100%          95%       HIV CARE - Post Rapid      % of patients tested who
                                    Test Counseling -          receive post rapid test
                                    Post-test counseling       counseling (calculated
                                    will be provided by a      net of refusals).
                                    clinician certified in
                                    HIV counseling when the
                                    results - positive or
                                    negative - have been
                                    determined.

  3c        100%          95%       HIV CARE - Confirmatory    % of patients testing
                                    Testing - All inmates      positive on a rapid HIV
                                    who test positive on a     test who have blood
                                    rapid HIV test will have   drawn for confirmatory
                                    blood drawn for a          testing (calculated net
                                    confirmatory test during   of refusals).
                                    post-test counseling
                                    unless they decline the
                                    test.

  3d        100%          95%       HIV CARE - Viral Load      % of HIV positive
                                    and T-Cell Testing -       patients who receive
                                    During post confirmatory   viral load and T-cell
                                    test counseling, HIV       testing during post
                                    positive patients will     confirmatory test
                                    receive viral load and     counseling (calculated
                                    T-cell (CD4) testing.      net of refusals,
                                                               unavailable patients an
                                                               discharges).
</TABLE>
<PAGE>

                                  ATTACHMENT 2
                    PERFORMANCE INDICATOR/PERFOMANCE MEASURES

<TABLE>
<CAPTION>
          REQUIRED   SUBSTANTIAL
  PI     COMPLIANCE   COMPLIANCE             PERFORMANCE
NUMBER      RATE         RATE                INDICATOR(1)             INDICATOR MEASUREMENT(2)    REMARKS
------   ----------  -----------   -------------------------------   -------------------------   ---------
<S>      <C>         <C>           <C>                               <C>                         <C>
    3e         100%          95%   HIV CARE - Mental Health          % of patients who tested    $500 per
                                   Follow-up - Within 1 day of a     positive for HIV who are    patient.
                                   patient being informed that       seen by Mental Health
                                   he/she tested positive for HIV    Services within 1 day of
                                   (on either a rapid or a           post-test counseling
                                   confirmatory test), the patient   (calculated net of
                                   will be seen by Mental Health     refusals, unavailable
                                   Services.                         patients and discharges).

    3f         100%          95%   HIV CARE - Viral Load and         % of patients with          $500 per
                                   T-Cell Test Follow-up and         initial viral load and      patient.
                                   Treatment - Within 2 days of      T-cell results who are
                                   the vendor receiving both the     seen and evaluated by an
                                   initial viral load and the        MD/PA or NP, and
                                   T-cell results, the patient       prescribed
                                   will be seen and evaluated by     antiretroviral drug
                                   the MD/PA or NP, and prescribed   therapy, if clinically
                                   antiretroviral drug therapy, if   indicated, within 2 days
                                   clinically indicated.             of both results being
                                                                     received (calculated net
                                                                     of refusals, unavailable
                                                                     patients and discharges).

    3g         100%          97%   HIV CARE - PCP and MAC            % of HIV+ patients who      Critical
                                   Prophylaxis - All HIV+ patients   1) upon admission, are      Indicator
                                   who, upon admission, report       continued on PCP and/or
                                   being on PCP and/or MAC           MAC prophylaxis
                                   prophylaxis will be maintained    treatment or 2) are
                                   on such treatment; all other      prescribed PCP and MAC
                                   HIV+ patients will, within 2      prophylaxis, if
                                   days of receipt of CD4 results,   clinically indicated,
                                   be prescribed PCP and MAC         within 2 days of receipt
                                   prophylaxis, if clinically        of CD4 results
                                   indicated.                        (calculated net of
                                                                     refusals, unavailable
                                                                     patients and discharges).

     4   DIABETIC CARE

    4a         100%          95%   DIABETIC CARE - Funduscopic       % of patients with
                                   Exam - Patients with diabetes     diabetes who received
                                   will receive a dilated            the dilated
                                   opthalmological funduscopic       opthalmological exam
                                   exam (after the initial           within 14 days of
                                   undilated funduscopic exam at     admission or discovery
                                   intake) within 14 days of         of condition (calculated
                                   admission or discovery of         net of refusals,
                                   condition.                        discharges and
                                                                     unavailable patients).

    4b         100%          95%   DIABETIC CARE - Aspirin Therapy   % of patients with
                                   - Patients with diabetes over     diabetes over 30 years
                                   30 years of age will be           of age who are
                                   prescribed aspirin therapy        prescribed aspirin
                                   unless clinically                 therapy (calculated net
                                   contraindicated.                  of medical
                                                                     contraindications,
                                                                     refusals and discharges).

     5   ASTHMA CARE

    5a         100%          95%   ASTHMA CARE - Peak Flow Exam -    % of patients with
                                   Patients with asthma will         asthma who receive a
                                   receive a basic peak flow exam    peak flow exam on
                                   on admission.                     admission (calculated
                                                                     net of refusals and
                                                                     discharges).

    5b         100%          95%   ASTHMA CARE - Patient Education   % of patients with
                                   - Patients with asthma will       asthma who receive
                                   receive patient education         patient education within
                                   within 3 days of admission.       3 days of admission
                                                                     (calculated net of
                                                                     refusals, unavailable
                                                                     patients and discharges).

     6   INTAKE HISTORY & PHYSICAL EXAM
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          REQUIRED   SUBSTANTIAL
  PI     COMPLIANCE   COMPLIANCE             PERFORMANCE
NUMBER      RATE         RATE                INDICATOR(1)             INDICATOR MEASUREMENT(2)    REMARKS
------   ----------  -----------   -------------------------------   -------------------------   ---------
<S>      <C>         <C>           <C>                               <C>                         <C>
    6a         100%          95%   INTAKE HISTORY & PHYSICAL EXAM    % of intake history and
                                   - Intake history and physical     physical exams
                                   exams will be appropriated        appropriated completed
                                   completed within 4 hours of the   (within 4 hours of
                                   patient being produced to the     patient being produced
                                   provider by DOC.                  to the provider)
                                                                     (calculated net of
                                                                     refusals, discharges,
                                                                     and unavailable
                                                                     patients).

     7   TUBERCULOSIS

    7a         100%          95%   TUBERCULOSIS - TST Read - TSTs    % of medical records
                                   will be read 48-72 hours after    with TST reading
                                   implantation.                     documented (calculated
                                                                     net of discharges before
                                                                     72 hours).

     8   SEXUALLY TRANSMITTED DISEASES

    8a         100%          95%   SEXUALLY TRANSMITTED DISEASES -   % of patients tested,
                                   Testing - Patients will be        per policy, for
                                   tested, per policy, for           syphilis, gonorrhea,
                                   syphilis, gonorrhea,              trichomoniasis and
                                   trichomoniasis and Chlamydia      Chlamydia upon admission
                                   upon admission.                   (calculated net of
                                                                     refusals and discharges).

     9   SICK CALL

    9a         100%          N/A   SICK CALL -  Patients who are     % of patients present at    $500 per
                                   brought to sick call and remain   sick call who are timely    patient,
                                   available to be seen will be      seen/treated (calculated    up to a
                                   seen/ treated within mandated     net of refusals and         maximum
                                   time frames.                      unavailable patients).      of $5,000
                                                                                                 per
                                                                                                 quarter.

    10   RADIOLOGY

   10a         100%          95%   RADIOLOGY - Abnormal radiology    % of records with           Critical
                                   reports will be reviewed by a     documented abnormal         Indicator
                                   clinic physician and a            laboratory results
                                   treatment plan addressing the     timely reviewed by a
                                   abnormality will be documented    clinic physician and
                                   in a progress note within 2       addressed by a treatment
                                   days of the diagnostic exam.      plan.

    11   LABORATORY

   11a         100%          95%   LABORATORY - CBC & SMA -          % of records with           Critical
                                   Abnormal CBC & SMA lab results    documented abnormal         Indicator
                                   will be reviewed by a clinic      laboratory results
                                   physician and a treatment plan    timely reviewed by a
                                   addressing the abnormality will   clinic physician and
                                   be documented in a progress       addressed by a treatment
                                   note within 24 hours of receipt   plan.
                                   of the lab result.

    12   MEDICAL FOLLOW-UP

   12a         100%          95%   MEDICAL FOLLOW-UP - Patients      % of patients referred
                                   who are referred for medical      for follow-up who are
                                   follow-up will be seen/treated    seen/ treated within
                                   within time frame specified by    time frame specified by
                                   clinician.  (Unavailable          clinician for condition
                                   patients must be rescheduled by   requiring referral as
                                   the clinician.)                   documented in progress
                                                                     note (calculated net of
                                                                     refusals, discharges and
                                                                     patients unavailable for
                                                                     the follow-up
                                                                     appointment).

    13   MENTAL HEALTH
</TABLE>
<PAGE>

                                  ATTACHMENT 2
                    PERFORMANCE INDICATOR/PERFOMANCE MEASURES

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
  PI     COMPLIANCE    COMPLIANCE             PERFORMANCE
NUMBER      RATE          RATE                INDICATOR(1)             INDICATOR MEASUREMENT(2)      REMARKS
------   ----------   -----------   -------------------------------   -------------------------   ------------
<S>      <C>          <C>           <C>                               <C>                         <C>
   13a          100%           97%  MENTAL HEALTH - Referrals -       % of patients referred to   Critical
                                    Patients referred to mental       mental health who are       Indicator
                                    health on a non-emergency basis   seen and designated as
                                    will be seen for an initial       Likely SPMI or Not Likely
                                    mental health assessment and be   SPMI within 72 hours(3)
                                    designated as Likely SPMI or      of referral (calculated
                                    Not Likely SPMI within 72 hours   net of refusals,
                                    of referral.                      unavailable patients and
                                                                      discharges).

(3)  Timeliness will be assessed via Timeliness Reports, using data entered into
     the DOHMH/CHS Mental Health database.

   13b          100%           95%  MENTAL HEALTH - Documentation     % of patients for whom      Critical
                                    Timelines - Required Mental       all required MH documents   Indicator
                                    HEALTH documents (i.e.,           are completed timely.
                                    Psychosocial Evaluation,
                                    Psychiatric Assessment,
                                    Comprehensive Treatment and
                                    Discharge Plan, Treatment Plan
                                    Review(4)) will be completed,
                                    per policy timeframes.

   13c          100%           95%  MENTAL HEALTH - Documentation     % of patients for whom
                                    Completeness - Required Mental    all required MH documents
                                    Health documents (i.e.,           are present in the chage
                                    Psychosocial Evaluation,          and completed fully.
                                    Psychiatric Assessment,
                                    Comprehensive Treatment and
                                    Discharge Plan, Treatment Plan
                                    Review) will be fully
                                    completed.

   13d          100%           95%  MENTAL HEALTH - Encounters -      % of patients with MH
                                    Mental health progress notes      progress notes completed
                                    written by mental health care     per policy timeframes
                                    staff(5) reflecting patient       (calculated net of
                                    encounters should be present in   discharges).
                                    the chart per policy
                                    timeframes.

   13e          100%           97%  MENTAL HEALTH - Medication        % of medication orders      Critical
                                    Orders: Timeliness -              prescribed according to     Indicator
                                    Psychotropic medications are      guidelines.
                                    prescribed per policy
                                    timeframes.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
  PI     COMPLIANCE    COMPLIANCE             PERFORMANCE
NUMBER      RATE          RATE                INDICATOR(1)             INDICATOR MEASUREMENT(2)      REMARKS
------   ----------   -----------   -------------------------------   -------------------------   ------------
<S>      <C>          <C>           <C>                               <C>                         <C>
   13f          100%           97%  MENTAL HEALTH - Suicide Watch     % of patients on suicide    Critical
                                    Supervision and Treatment - 1)    watch for whom all          Indicator
                                    Daily Suicide Watch notes will    required suicide watch-
                                    reflect: (a) assessment of risk   related documentation is
                                    of self-harm, (b) treatment       present in the chart and
                                    intervention targeting risk of    is completed fully and
                                    self-harm, and (c) explanation    timely, per policy.
                                    as to why suicide watch was
                                    continued or discontinued; 2)
                                    Supervisory notes will be
                                    present in the chart for Days 4
                                    and 8 for watches of sufficient
                                    duration; and 3)
                                    Contemporaneous treatment
                                    plan(s) will reflect patient's
                                    suicide watch status, the
                                    intervention(s), and the reason
                                    for placement on and/or
                                    continuation/discontinuation of
                                    suicide watch.
</TABLE>

(3)  Timeliness will be assessed via Timeliness Reports, using data entered into
     the DOHMH/CHS Mental Health database.

(4)  Timeliness of the Treatment Plan Review will begin to be assessed only when
     such data becomes available from the Mental Health database.

(5)  Mental health care staff includes: psychiatrists (including psychiatric NPs
     and PAs), psychologists, licensed social workers and masters-level
     clinicians.
<PAGE>

                                  ATTACHMENT 2
                    PERFORMANCE INDICATOR/PERFOMANCE MEASURES

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
  PI     COMPLIANCE    COMPLIANCE             PERFORMANCE
NUMBER      RATE         RATE                 INDICATOR(1)            INDICATOR MEASUREMENT(2)          REMARKS
------   ----------   -----------   -------------------------------   ------------------------   --------------------
<S>      <C>          <C>           <C>                               <C>                        <C>
    14   DENTAL SERVICES

   14a         100%           95%   DENTAL SERVICES - Patients        % of patients seen
                                    requiring a dental exam will be   timely (calculated net
                                    seen by a dentist within 14       of refusals, unavailable
                                    clinic days of initial request.   patients, discharges and
                                                                      referrals from initial
                                                                      chronic care encounters
                                                                      for patients with
                                                                      diabetes.)

    15   SPECIAL HOUSING

   15a         100%           95%   SPECIAL HOUSING(6) - Each         % of patients seen
                                    patient in special housing will   timely with appropriate
                                    be seen once each 24 hours by     documentation
                                    appropriate health care staff,    (calculated net of
                                    including once a week by a        refusals and unavailable
                                    physician. Documentation of       patients).
                                    visits will be recorded in a
                                    medical rounds log book, and
                                    encounters that result in an
                                    intervention will be noted in
                                    patient's chart.

    16   SPECIALTY CARE

   16a         100%           95%   OFF-ISLAND SPECIALTY CLINIC -     % of consults: 1)
                                    Requests for off-Island           complete and 2)
                                    specialty clinic appointments     forwarded to the
                                    must be transmitted to the        respective hospital
                                    off-Island provider within 2      within 2 days of the
                                    days of the consult being         consult being written
                                    written and all consults must     (calculated net of
                                    be complete, including            discharges within the
                                    clinician's signature and         2-day transmittal
                                    printed name or stamp.            requirement).

   16b         100%           95%   ON-ISLAND SPECIALTY CARE -        % of patients assigned a
                                    Patients referred will be         priority code and
                                    assigned a priority code and      seen/treated within that
                                    will receive specialty care       code (calculated net of
                                    within the same frame of that     discharges, refusals,
                                    code.                             and unavailable
                                                                      patients).

    17   CONFIDENTIALITY

   17a         100%           N/A   CONFIDENTIALITY - Medical         # of substantiated         $1,000 per
                                    Subcontractor will ensure         breaches of                violation.
                                    adherence to New York State       confidentiality.
                                    patient confidentiality law and
                                    New York City Board of
                                    Correction mandates.

    18   SHARPS

   18a         100%           N/A   SHARPS - Counts of sharps will    # of required sharps       $500 per failure to
                                    be conducted by Nursing and       counts for which there     count and document
                                    Dentistry and will be             is no documentation,       and $500 per
                                    documented on the Sharps          plus # of sharps counts    discrepancy, up to a
                                    Inventory Sheet, per policy;      that are discrepant.       maximum of $5,000
                                    any discrepancies in sharps                                  per quarter.
                                    counts will be immediately
                                    reported to the CHS Director of
                                    Nursing using the Sharps
                                    Incident Report form.
</TABLE>

(6)  Special Housing can include, but is not limited to, punitive segregation,
     mental observation units and medical isolation.

<PAGE>

                                  ATTACHMENT 2
                    PERFORMANCE INDICATOR/PERFOMANCE MEASURES

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
  PI     COMPLIANCE    COMPLIANCE             PERFORMANCE
NUMBER      RATE         RATE                 INDICATOR(1)            INDICATOR MEASUREMENT(2)          REMARKS
------   ----------   -----------   -------------------------------   ------------------------   --------------------
<S>      <C>          <C>           <C>                               <C>                        <C>
    19   PHARMACY

   19a         100%           95%   PHARMACY MEDICATIONS - Non-stat   % of patients whose
                                    medications will be available     non-stat medications
                                    to patients no later than the     were available to them
                                    next day after the medication     no later than the next
                                    order was written.                day after the order was
                                                                      written (calculated net
                                                                      of non-formulary items
                                                                      and discharges).

    20   MEDICAL RECORDS

   20a         100%           95%   MEDICAL RECORDS - Chart Summary   % of charts with
                                    Sheet - Patient charges will      complete, updated chart
                                    include a completed chart         summary sheets.
                                    summary sheet, continuously
                                    updated to reflect any changes
                                    in patient's health status.

   20b         100%           95%   MEDICAL RECORDS - Transfer        % of charts of patients
                                    Summary - Transfer summary        who have been
                                    forms must be completed fully     transferred with
                                    per policy.                       completed transfer
                                                                      summary forms.

   20c         100%           95%   MEDICAL RECORDS & INFORMATION     % of records available
                                    MANAGEMENT - Chart Availability   for chronic care, MD/PA
                                    - Medical records will be         follow-up and mental
                                    available to the clinician for    health evaluations and
                                    chronic care, MD/PA follow-up     follow-up visits.
                                    and mental health evaluations
                                    and follow-up visits.

   20d         100%           95%   MEDICAL RECORDS - Requests -      % of medical records
                                    Requests for medical records/     received within the
                                    information will be provided to   established time frame.
                                    CHS within 10 business days of
                                    receipt of the request by the
                                    Medical Subcontractor.

    21   CHRONIC CARE

   21a         100%           95%   CHRONIC CARE - Encounters -       % of eligible patients
                                    Patients who meet the criteria    receiving a chronic care
                                    for attending a chronic care      encounter within 14
                                    clinic will receive an initial    calendar days as
                                    chronic care clinic encounter     documented on the
                                    within 14 calendar days of        appropriate chronic care
                                    intake or the determination of    form/progress note and
                                    their condition and will be       referred to Transitional
                                    referred to Transitional Health   Health Care Coordination
                                    Care Coordination per policy      per policy guidelines,
                                    guidelines.                       as evidenced by a
                                                                      consult form (calculated
                                                                      net of refusals,
                                                                      unavailable patients
                                                                      and discharges).
</TABLE>
<PAGE>

                              PERFORMANCE MEASURES

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
 P.M.    COMPLIANCE   COMPLIANCE               PERFORMANCE
NUMBER      RATE          RATE                  MEASURE(1)                    MEASUREMENT(2)                  REMARKS
------   ----------   -----------   --------------------------------   ---------------------------   ------------------------
<S>      <C>          <C>           <C>                                <C>                           <C>
     1   WOMEN'S HEALTH SERVICES (GENERAL)

    1B         100%           95%   WOMEN'S HEALTH SERVICES -          % of patients with
                                    Abnormal Pap Follow-up - All       abnormal pap smear who
                                    women with an abnormal pap smear   receive a timely
                                    will receive a colposcopy, as      colposcopy, per clinical
                                    per clinical protocol, within 3    protocol (calculated net
                                    business days of receipt of        of refusals, unavailable
                                    result.                            patients and discharges).
     3   HIV Care

    3H          50%           N/A   HIV CARE - Rapid Testing: at       % of amenable patients who    Will remain a
                                    Intake - Patients amenable to      receive a rapid  HIV  test    performance measure
                                    rapid HIV test upon admission.     upon admission.               throughout the contract.


    3I          50%           N/A   HIV CARE - Rapid Testing: All      % of patients who receive     Will remain a
                                    PATIENTS - All patients will       a rapid HIV test within 5     performance measure
                                    receive a rapid HIV Test within    business days of admission    throughout the contract.
                                    5 business days of Admission.      (calculated net of
                                                                       unavailable patients and
                                                                       patients whose HIV status
                                                                       is known).

     4   DIABETIC CARE

    4C         100%           95%   DIABETIC CARE - A1C Monitoring -   % of patients with diabetes
                                    Patients with diabetes will have   who have their A1C measured
                                    their A1C measured every three     three months after their
                                    months                             last measurement
                                                                       (calculated net of refusals
                                                                       and discharges.

    4D         100%           95%   DIABETIC CARE - Blood Pressure -   % of patients with diabetes
                                    Patients will have their blood     who have their blood
                                    pressure measured a minimum of     pressure measured a minimum
                                    once per month.                    of once per month
                                                                       (calculated net of refusals
                                                                       and discharges).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
 P.M.    COMPLIANCE   COMPLIANCE               PERFORMANCE
NUMBER      RATE          RATE                  MEASURE(1)                    MEASUREMENT(2)                  REMARKS
------   ----------   -----------   --------------------------------   ---------------------------   ------------------------
<S>      <C>          <C>           <C>                                <C>                           <C>
     1   WOMEN'S HEALTH SERVICES (GENERAL)

     5   ASTHMA CARE

    5C         100%           95%   ASTHMA CARE - Long-Term            % of patients with asthma
                                    Medication - Patients with         classified as "persistent"
                                    asthma classified as               who are prescribed
                                    "persistent" will be prescribed    long-term controller
                                    long-term controller medication.   medication; assessment and
                                                                       prescription must be in
                                                                       chart (calculated net of
                                                                       refusals and discharges).

    7B   TUBERCULOSIS

    7B         100%           95%   TUBERCULOSIS - INH THERAPY -       # patients started on INH
                                    Patients eligible for treatment    therapy on a timely basis /
                                    for LTBI will be started in INH    # patients eligible for
                                    therapy within 7 business days     treatment (calculated net
                                    of chest X-ray being taken.        of refusals, unavailable
                                                                       patients, patients with
                                                                       prior treatment or medical
                                                                       contraindications, and
                                                                       discharges).

     8   SEXUALLY TRANSMITTED DISEASES

    8B         100%           95%   SEXUALLY TRANSMITTED DISEASES -    % of patients with positive
                                    All Patients with positive         test(s) for STDs reported
                                    test(s) for syphilis, gonorrhea,   to DOHMH with 1 day of
                                    lymphogranuloma venereum,          diagnosis (calculated net
                                    chancroid, non-gonococcal          of refusals and
                                    urethritis, granuloma inguinale    discharges). Note:
                                    and/or chlamydia will be           Diagnoses must be made
                                    reported to the DOHMH Bureau of    within 7 days of specimen
                                    Sexually Transmitted Disease       collection.
                                    using the Universal Reporting
                                    form with 1 day of diagnosis by
                                    the Medical Subcontractor.

    13   MENTAL HEALTH

   13H         100%           95%   MENTAL HEALTH - Medication         % of patients with
                                    Orders: Target Symptoms -          medication orders that
                                    Medication orders include target   include target symptoms,
                                    symptoms and are appropriate for   which match those in
                                    those symptoms, which should       contemporaneous progress
                                    match the symptoms in              notes and the active
                                    contemporaneous progress notes     treatment plan and are
                                    and the active treatment plan.     appropriate for the
                                                                       symptoms listed.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
 P.M.    COMPLIANCE   COMPLIANCE               PERFORMANCE
NUMBER      RATE          RATE                  MEASURE(1)                    MEASUREMENT(2)                  REMARKS
------   ----------   -----------   --------------------------------   ---------------------------   ------------------------
<S>      <C>          <C>           <C>                                <C>                           <C>
    20   MEDICAL RECORDS

   20E         100%           95%   MEDICAL RECORDS - Vital Signs -    % of charts with vital
                                    Vital signs must be taken and      signs taken and recorded
                                    recorded per policy.               per policy (calculated net
                                                                       of refusals).

   20F         100%           N/A   MEDICAL RECORDS - Co-Signature -   % of charts with PA notes     $100 per chart with an
                                    PA notes must be co-signed by a    co-signed and dated timely    improperly completed
                                    physician within 24 hours of the   by MD.                        refusal form, up to a
                                    note being written.                                              maximum of $5,000 per
                                                                                                     quarter

   20H         100%           N/A   MEDICAL RECORDS - note format -    % of charts with progress     Will remain a
                                    S.O.A.P., T.O.P. or another        notes documenting patient     performance measure
                                    generally accepted progress note   encounters that conform to    throughout the contract.
                                    format must be used for all        S.O.A.P., T.O.P. or another
                                    progress notes documenting         generally accepted format.
                                    patient encounters written by
                                    MD/PA/RNS.

    21   CHRONIC CARE
</TABLE>
<PAGE>

                              PERFORMANCE MEASURES

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
  PM     COMPLIANCE    COMPLIANCE              PERFORMANCE
NUMBER      RATE          RATE                 MEASURE (1)                    MEASUREMENT(2)         REMARKS
------   ----------   -----------   --------------------------------   ---------------------------   -------
<S>      <C>          <C>           <C>                                <C>                           <C>
    22  SMOKING CESSATION

   22A         100%           95%   SMOKING CESSATION - Patients who   % of patients
                                    identify themselves as smokers     self-identified as smokers
                                    will be offered smoking            who are offered smoking
                                    cessation counseling upon          cessation counseling upon
                                    admission.                         admission, as evidenced by
                                                                       a consult form (excluding
                                                                       documented pre-emptive
                                                                       refusals).

    23   Immunization

   23A         100%           95%   IMMUNIZATION - Influenza - 1)      % of eligible patients
                                    All patients admitted during the   receiving timely flu
                                    flu season (October 15, through    vaccinations during the
                                    March 31), who are =>50 years      flu season (depending on
                                    old and those classified as        availability of the flu
                                    "high risk", per CDC               vaccine and calculated net
                                    guidelines(7) (including those     of refusals, medical
                                    assigned to a chronic care         contraindications and
                                    client for asthma, diabetes, or    patients who received
                                    HIV), will receive a flu           vaccination prior to
                                    vaccination upon admission; 2)     incarceration).
                                    for patients admitted outside of
                                    the flu season: a) all patients
                                    assigned to a chronic care
                                    clinic for asthma, diabetes, or
                                    HIV will receive a flu
                                    vaccination at their first
                                    chronic care encounter that
                                    occurs during the flu season; b)
                                    all other patients classified as
                                    "high risk" will receive a flu
                                    vaccination within 30 days of
                                    the start of the flu season.

   23b         100%           95%   IMMUNIZATION - Pneumonia - 1)      % of eligible patients
                                    All patients with asthma,          receiving timely
                                    diabetes, or HIV will receive a    pneumococal vaccinations
                                    pneumococal vaccination on or      (calculated net of
                                    before their initial chronic       patients with severe
                                    care encounter; 2) all other       allergies to eggs, medical
                                    patients classified as "high       contraindications,
                                    risk" per CDC guidelines will      refusals and patients who
                                    receive a pneumococal              received vaccination prior
                                    vaccination upon admission or      to incarceration.)
                                    discovery of condition; 3) all
                                    patient =>65 years old not
                                    falling into group 1) or 2) will
                                    receive a pneumococal
                                    vaccination upon admission.
</TABLE>

(7)  CDC guidelines include patients with heart disease, pulmonary disorders
     (including asthma), diabetes, kidney disease, hemoglobinopathies, and
     compromised immune system (HIV or immunosuppressive therapy), and other
     conditions based on clinical judgment.

<PAGE>

<TABLE>
<CAPTION>
          REQUIRED    SUBSTANTIAL
  PM     COMPLIANCE    COMPLIANCE              PERFORMANCE
NUMBER      RATE          RATE                 MEASURE (1)                    MEASUREMENT(2)         REMARKS
------   ----------   -----------   --------------------------------   ---------------------------   -------
<S>      <C>          <C>           <C>                                <C>                           <C>
    24   HEPATITIS CARE

    25   Infirmary

   25A           100%         95%   INFIRMARY - Disease                % of patients in the
                                    Classification - all infirmary     infirmary and CDU who have
                                    and CD patients must be            been classified and whose
                                    classified per policy, and the     charts contain timely
                                    frequency of progress notes in     progress notes in keeping
                                    the medical charts must comply     with CHS guidelines.
                                    with CHS guidelines.

   25B           100%         95%   INFIRMARY - Wound Care - Care      % of wound care patients
                                    must be provided as ordered by     receiving care as ordered
                                    the physician and in keeping       and in keeping with CHS
                                    with CHS wound care guidelines.    would care guidelines
                                                                       (calculated net of
                                                                       refusals).
</TABLE>

<PAGE>

                                  ATTACHMENT 3

NYC DEPARTMENT OF HEALTH AND MENTAL HYGIENE
CORRECTIONAL HEALTH SERVICES

                                     REPORTS

<TABLE>
<CAPTION>
         AREA                    REPORT/FORM                 FREQUENCY                    DUE DATE
----------------------   --------------------------   -----------------------   --------------------------
<S>                      <C>                          <C>                       <C>
FIELD OPERATIONS         Facility Incident Report     Daily                     Prior to close of business
                                                                                the following business day

                         Clinical Staff Attendance    Daily                     Prior to close of business
                                                                                the following business day

                         Sick Call Houses Daily       Daily                     Prior to close of business
                         Report Including Housing                               the following business day
                         Unit(s) Not Called Down

HUMAN RESOURCES          EEO                          Annually                  30 business days after end
                                                                                of reporting period

                         Personnel Action              Monthly                  30 business days after end
                           To include:                                          of reporting period

                         -    New Hires

                         -    Separations

                         -    Vacancies (60 days+,
                              all others)

                         -    Disciplinary Actions

                         -    Evaluations
</TABLE>


                                      -1-

<PAGE>

<TABLE>
<CAPTION>
         AREA                    REPORT/FORM                 FREQUENCY                    DUE DATE
----------------------   --------------------------   -----------------------   --------------------------
<S>                      <C>                          <C>                       <C>
HUMAN RESOURCE (CONT).   In-Service Training          Quarterly                 30 business days after end
                                                                                of reporting period

       FINANCE           Overtime Report              Bi-Weekly                 By Friday of the following
                                                                                week

                         Expenditure/FTE              Monthly, and Annually     45 calendar days after end
                                                                                of month, 120 calendar days
                                                                                after 06/30

                         Check Runs and Invoice       Monthly (supports         45 calendar days after
                         Listing                      Expenditure/FTE Report)   close of reporting period

                         Payroll Detail               Monthly (supports         30 calendar days after
                                                      Expenditure/FTE Report)   close of reporting period

                         Fringe Benefit Report        Monthly (Supports         45 calendar days after
                                                      Expenditure/FTE Report)   close of reporting period

                         Service Contracts Executed   Quarterly                 30 calendar days after
                                                                                close of reporting period

                         Temporary Services Report    Monthly (Supports         45 calendar days after
                                                      Expenditure/FTE Report)   close of reporting period
</TABLE>


                                      -2-
<PAGE>

<TABLE>
<CAPTION>
   AREA              REPORT/FORM            FREQUENCY              DUE DATE
   ----              -----------            ---------              --------
<S>          <C>                          <C>             <C>
  FINANCE    HIV Pharmaceuticals             Monthly      30 business days after end
  (CONT).                                                 of reporting period

             Pharmaceuticals Usage           Monthly      30 business days after end
                                                          of reporting period

             Fee Statement                  Quarterly     45 calendar days after
                                                          close of reporting period

             Brad H Patients:                Monthly      30 calendar days after
             Non-Discharge Psychotropic                   close of reporting period
             Medication Report

             Discharge                       Monthly      By the 15th of the
             Medication Report (Brad H                    following month
             and non-Brad H)

 MATERIALS   Fixed Asset Report             Quarterly     45 calendar days after
MANAGEMENT                                                close of reporting period

             Inventory Report             Semi-Annually   45 business days after
                                                          close of reporting period

             Expired Medication Report      Bi-Monthly    15 business days after
                                           (6x a year)    close of reporting period
</TABLE>


                                      -3-

<PAGE>

<TABLE>
<CAPTION>
   AREA              REPORT/FORM            FREQUENCY              DUE DATE
   ----              -----------            ---------              --------
<S>          <C>                          <C>             <C>
 MATERIALS   Medication Distribution         Monthly      15 business days after end
MANAGEMENT   Report                                       of reporting period
  (CONT).

             Relinquishment/Salvage          Annually     30 business days after
             Report                                       close of reporting period
                                                          (based on 06/30 fiscal
                                                          year end)

DENTISTRY    Dental Report                   Monthly      By the 15th of the
                                                          following month

  MEDICAL    Monthly Utilization Report      Monthly      Within 30 business days of
                                                          end of reporting period

             Emergency Hospital Run Log       Daily       Prior to close of business
                                                          on the following business
                                                          day

             Pre-Natal Report                Monthly      By the 15th of the
                                                          following month

             Clinical Credentialing          Monthly      By the 15th of the
             Report                                       following month

   LEGAL     Enhanced Restraint Status       Monthly      By the 10th of the
             /Red ID Medical Reviews                      following month
</TABLE>


                                      -4-

<PAGE>

<TABLE>
<CAPTION>
   AREA              REPORT/FORM            FREQUENCY              DUE DATE
   ----              -----------            ---------              --------
<S>          <C>                          <C>             <C>
  MENTAL     LS3 - Service Report for        Monthly      By the 15th of the
  HEALTH     Outpatient Programs                          following month

             Patient Characteristic          Annually     For 1 week, usually in
             Survey/Mental Health                         November
             Encounter Report

             Mental Health MD and            Monthly      By the 15th of the
             Non-MD Visit Statistics                      following month

             Uniform Notification for        Ongoing      Within 24 hours of attempt
             Attempted Suicides

             Targeted Evaluation of          Ongoing      Within 24 hours of attempt
             Self-Destructive Behavior

             Attempted Suicide Write-        Ongoing      Within 14 business days
             ups                                          after M&M case conference

             Suicide Watch Facility           Daily       By noon of the following
             Report                                       day

             MHAUII/Mental Health             Weekly      By Tuesday of the
             Center                                       following week
</TABLE>


                                      -5-
<PAGE>

<TABLE>
<CAPTION>
     AREA                  REPORT/FORM           FREQUENCY             DUE DATE
     ----                  -----------           ---------             --------
<S>                <C>                           <C>         <C>
                   Transfer Report

MENTAL HEALTH      Mental Observation/Mental       Weekly    By Tuesday of the
   (CONT.)         Health Center Violent                     following week
                   Incident Report

                   Daily Facility Mental           Daily     Prior to noon of the
                   Health Report                             following business day

   MEDSPAN         HIV Information               Quarterly   By the 15th of the
                                                             following month

                   HIV Medication                 Monthly    By the 15th of the
                                                             following month

                   Infection Control Report      Quarterly   By the 15th of the
   NURSING                                                   following month

                   Infirmary Report                Daily     Prior to close of business
                                                             the following business day

                   Monthly Report                 Monthly    By the 15th of the
   PHARMACY                                                  following month

                   Medication                     Ongoing    Within 24 hours of incident
                   Variance/Adverse Reaction
                   Report

                   Pharmacy                       Monthly    By the 15th of the
</TABLE>


                                       -6-

<PAGE>

<TABLE>
<CAPTION>
        AREA                  REPORT/FORM           FREQUENCY             DUE DATE
        ----                  -----------           ---------             --------
<S>                   <C>                           <C>         <C>
                      Inspection                                following month

QUALITY IMPROVEMENT   Agenda, Minutes and            Ongoing    Within 1 week of
                      Sign-in Sheets for QI                     finalization of meeting
                      Committee Meetings and RI                 minutes
                      QIC Meetings

                      Administrative Update          Monthly    Within 30 business days of
                      Report                                    end of reporting period

                      Top Ten Diagnoses at            Weekly    Within 7 business days of
                      Routine Sick Call                         end of reporting period

                      Write-ups generated from       Ongoing    Within 14 business days of
                      M&M Meetings                              end of reporting period

                      Status Report - Quality        Monthly    Within 30 business days of
                      Improvement Projects                      end of reporting period

 UTILIZATION REVIEW   BBKC Dialysis Services          Weekly    Prior to close of business
                      Report                                    the following business day

                      Daily Urgicare Center Runs      Daily     Prior to close of business
                      Report                                    the following business day
</TABLE>


                                       -7-

<PAGE>

<TABLE>
<CAPTION>
        AREA                 REPORT/FORM           FREQUENCY             DUE DATE
        ----                 -----------           ---------             --------
<S>                  <C>                           <C>         <C>
UTILIZATION REVIEW   Specialty Clinics -             Daily     Prior to close of business
      (CONT.)        Off-Island Appointment                    the following business day
                     Scheduling Request

                     Specialty Clinic Activity       Weekly    By Wednesday of the
                     Report                                    following week

                     Specialty Clinic               Monthly    By the 15th of the
                     Utilization Report                        following month
</TABLE>


                                       -8-
<PAGE>

                           CLINIC HOURS - ATTACHMENT 4

                 ON-ISLAND SPECIALTY CLINICS AND SESSIONS/HOURS

<TABLE>
<CAPTION>
    SPECIALTY CLINIC                       SESSIONS/HOURS
    ----------------       ----------------------------------------------
<S>                        <C>
CARDIOLOGY                               1 session/Wk (4hr.)

DERMATOLOGY                             8 sessions/Mth (4hr.)

ENT                            1 session/Wk (4hr each) + Soon will add
                                Audiological Tech for 4-hours a week

G.I.                                     1 session/Wk (8hr.)

HAND SURGERY                         2 sessions/Mth (5hr. each)

NEUROLOGY                    8 sessions/Mth (4hr. each) + Enhancement to
                                   increase by one 4-hour session

OB/GYN                                        56hr./Wk

OPHTHALMOLOGY                           1 session/Wk. (6hr.)

OPTOMETRY                            8 sessions/Wk. (8hr. each)

ORTHOPEDIC                 4/Wk (8hr., 2x4hr., 5 hr.) + Increase hours at
                                      GRVC by 4-hours per week

PHYSICAL THERAPY                      9 sessions/Wk (5hr. each)

PODIATRY                      6/Wk (8hr.) + Additional Hours at BBKC &
                                                VCBC

SURGERY                               2 sessions/Wk (4hr. each)

UROLOGY                                  1 session/Wk (4hr.)
</TABLE>

<PAGE>

                                  ATTACHMENT 5

                                  NEW YORK CITY
                      DEPARTMENT OF HEALTH & MENTAL HYGIENE
                  DIVISION OF HEALTH CARE ACCESS & IMPROVEMENT

                          CORRECTIONAL HEALTH SERVICES

                            QUALITY IMPROVEMENT PLAN

<PAGE>

DOHMH QUALITY IMPROVEMENT EXECUTIVE COUNCIL

PURPOSE:    The Department of Health & Mental Hygiene ("DOHMH") Quality
            Improvement Executive Council ("QIEC") is responsible for improving
            the quality of care within DOHMH facilities by promoting the
            establishment and operation of an effective agency-wide quality
            assessment and Quality Improvement Program. The QIEC provides
            oversight and guidance to DOHMH bureaus/programs, identifying
            facility and system-wide problems/deficiencies and recommending
            performance improvement actions to address them.

FREQUENCY:  Quarterly

MEMBERSHIP:

     Commissioner of the Department of Health & Mental Hygiene (chair)
     DOHMH Deputy Commissioners
     General Counsel

RESPONSIBILITIES VIS-A-VIS CORRECTIONAL HEALTH SERVICES:

     -    To review bureau programmatic quarterly administrative reports

     -    To review/approve quality improvement subcommittee initiatives,
          including those that become departmental policies

     -    To recommend bureau-specific and system-wide performance improvement
          activities


                                       -1-

<PAGE>

CORRECTIONAL HEALTH SERVICES QUALITY IMPROVEMENT COMMITTEE

PURPOSE:    The Correctional Health Services Quality Improvement Committee ("CHS
            QIC") constitutes a subcommittee to the DOHMH QIEC. It is
            responsible for providing oversight and for directing and
            coordinating all system-wide quality assessment and quality
            improvement ("QI") activities, to ensure that high quality of care
            is provided in an environment of minimal risk to the inmates in the
            New York City jails.

FREQUENCY:  Monthly:

MEMBERSHIP:

     CHS Executive Director (chair)
     HCAI Correctional Public Health Medical Director
     HCAI Executive Director of Administration
     CHS Medical Director
     CHS Mental Health/Psychiatric Director
     CHS Deputy Executive Director of Performance Monitoring and Quality
     Improvement
     CHS Deputy Executive Director of Clinic Administration
     CHS Deputy Executive Director of Policy and Planning
     CHS Directors of Dental, Nursing, Pharmacy
     CHS Director of Service Delivery Assessment
     Contracted Provider Program Director
     Contracted Provider Directors of Clinical Services (Medical, Mental Health,
        Nursing, Pharmacy)
     Directors of Quality Management - CHS and Contracted Provider
     Directors of Risk Management - CHS and Contracted Provider
     Others as appropriate

RESPONSIBILITIES:

     -    To provide oversight for all CHS quality improvement activities and
          ensure that all clinical services maintain processes to monitor and
          assess quality of care and take appropriate actions to improve it

     -    To ensure implementation at the facility level of all system-wide
          corrective actions and QI projects recommended by the QIEC

     -    To review and revise existing performance indicators and other
          objective criteria for monitoring process and patient outcomes and to
          develop additional indicators/criteria


                                       -2-

<PAGE>

     -    To discuss departmental and facility QI committee reports that
          demonstrate the actual or potential existence of systemic problems
          with process and patient outcomes

     -    To recommend implementation of system-wide corrective actions to
          address health care service problems or lacks identified through
          review of objective outcome data

     -    To recommend implementation of pilot or system-wide QI projects and
          outcome measures to study issues for which it is not clear whether an
          actual problem exists or what the corrective action(s) might be

     -    To approve facility, departmental, and interdepartmental QI projects
          (through the QI Project Proposal Approval Committee), for which final
          proposals are submitted to the CHS Office of Quality Improvement

     -    To review and/or hear presentations of completed facility,
          departmental, or interdepartmental QI projects and recommend follow-up
          as needed

     -    To review bimonthly reports from representatives to other QIEC
          subcommittees on issues relevant to CHS

     -    To ensure that adequate and appropriate QI training opportunities are
          made available to staff responsible for QI projects and activities

     -    To ensure that all standards of DOHMH, CHS and all relevant oversight
          agencies are being met at all clinics


                                      * * *

As a subcommittee of the QIEC, the CHS QIC will collaborate with the DOHMH
Office of Quality Improvement to provide oversight to CHS facilities/services in
identifying and developing quality improvement opportunities, reviewing project
data and reporting findings/outcomes to the QIEC. To the extent feasible, CHS
staff will also participate in established and newly developed subcommittees of
the QIEC.

Together, the DOHMH Office of Quality Improvement and the CHS QIC will:

     -    Review and revise performance indicators, to monitor aspects of care
          and services

     -    Identify opportunities to improve on the quality of services delivered
          and to suggest interventions

     -    Develop a process for targeting deficiencies and ensuring
          implementation of corrective actions


                                       -3-

<PAGE>

     -    Develop evaluative tools to measure the effectiveness of
          interventions/corrective actions

     -    Disseminate evaluations relevant to system-wide quality improvements


                                       -4-
<PAGE>

QI PROJECT PROPOSAL APPROVAL COMMITTEE

PURPOSE:   A subcommittee of the CHS QIC, the QI Project Proposal Approval
           Committee is responsible for reviewing and approving QI project
           proposals submitted by CHS QI committees at any level.

FREQUENCY: Monthly, or as often as needed

MEMBERSHIP:

     CHS Executive Director (chair)
     HCAI Correctional Public Health Medical Director
     CHS Medical Director
     CHS Mental Health/Psychiatric Director
     CHS Deputy Executive Director of Performance Monitoring and Quality
     Improvement
     CHS Deputy Executive Director of Clinic Administration
     CHS Deputy Executive Director of Policy and Planning
     CHS Director of Quality Management
     Others as appropriate, to answer questions about QI project proposals

RESPONSIBILITIES:

     -    To review and discuss proposals for facility, departmental, or
          interdepartmental QI projects

     -    To offer suggestions to strengthen QI study designs/methodology and
          request submission of revised proposals, as needed

     -    To approve proposed QI projects

     -    To select QI projects to be presented as part of the quarterly CHS
          report to the QIEC.


                                      -5-

<PAGE>

DEPARTMENTAL, INTERDEPARTMENTAL AND FACILITY QI COMMITTEES:

PURPOSE:   Each QI committee is responsible for maintaining a planned and
           systematic process to evaluate and improve the quality of care
           provided to inmates and for communicating information about
           system-wide and interdepartmental issues to other QI committees or
           their members, as appropriate.

FREQUENCY: Monthly for departmental and interdepartmental committees; at least
           quarterly for facility committees

COMMITTEES:

The four principal QI committees are:

     Clinical Multi-disciplinary QI Committee
     Mental Health QI Committee
     Risk Management QI Committee
     Island-wide (Rikers) QI Council

To support the QI activities of these committees, the following subcommittees
were established:

     Morbidity and Mortality Committee
     Medicine Utilization Review Committee
     Attempted Suicide Morbidity Review Committee

Each jail facility has an interdisciplinary Quality Improvement Committee
("QIC"). A representative from the VCBC QIC attends meetings of the Clinical
Multi-disciplinary QI Committee. Representatives from the contracted provider
facility QI committees attend monthly meetings of the Island-wide (Rikers) QI
Council. The Council coordinates QI activities across all contracted provider
facilities, and its representative reports to the CHS QIC.

Responsibilities of every QI Committee:

     -    To set goals/parameters for process and patient outcomes

     -    To monitor and trend data relating to process and patient outcomes
          over time

     -    To identify potential problems with processes and patient outcomes by
          comparing actual results with stated goals/parameters and any
          applicable standards to identify service gaps, delays or
          inefficiencies in processes, and barriers to the provision of
          appropriate, timely, and effective health care services to patients.
          Identification of potential problems may occur through review of:


                                      -6-

<PAGE>

          regularly reported data such as: utilization reports (including
          patient compliance with medications and drug usage reports from
          Pharmacy, and Finance reports on usage of radiology and laboratory
          services), performance indicator reports, infection control reports,
          substantiated patient complaint/inquiry reports, medication error
          reports, infectious disease reports, audits conducted by regulatory
          agencies, patient satisfaction survey data;

          trended data based on: reviews of clinic activity and staff activity
          sheets, reviews of departmental logbooks, and regular and ad hoc chart
          reviews (to assess: appropriateness of care, provision of patient
          education, provider competence, completeness of documentation, etc.);

          anecdotal data from: morbidity and mortality reviews, case
          conferences, root cause analyses of incidents, communications from
          non-CHS agencies (i.e., DOC, HHC, BOC, and anecdotal reports from
          staff.

     -    To select problems for further study through the QI process

     -    To conduct the first phase of QI projects, which would require the
          following activities:

          determining outcome measures, setting goals, and designing and
          developing data collection tools (if none already exist that are
          applicable to the problem);

          collecting baseline data or extracting it from existing data sources;

          determining (through analysis of baseline data) whether a problem
          actually exists, its extent and its impact on patient care (if the
          determination is that no problem exists, this would be the last step);

          understanding (using flow charts and cause and effect diagrams) all of
          the steps in the current process for which performance is deemed
          inadequate, and identifying instances of inefficiency and re-work (as
          opposed to safeguard measures);

          assessing (using control charts where applicable) whether variation in
          process or patient outcomes is due to common or special causes;

          determining (using Pareto diagrams where applicable) which common
          causes of variation have the greatest impact on process or patient
          outcomes; and

          proposing (using the brainstorming technique) interventions designed
          to improve process or patient outcomes.


                                      -7-

<PAGE>

     -    To suggest ideas for departmental or interdepartmental QI projects at
          meetings of the Clinical Multi-disciplinary QIC and/or the CHS QIC, to
          obtain suggestions for improving outcome measures and study designs
          and incorporating these in written QI project proposals, and to
          request any additional resources necessary to conduct such studies

     -    To produce written QI project proposals (following the format
          suggested in Attachment C) in order to continue those projects where a
          problem and its cause(s) have been determined

     -    To submit written QI project proposals to the CHS Office of Quality
          Management, which will present them to the QI Project Proposal
          Approval Subcommittee for review/approval

     -    To conduct the second phase of approved QI projects, which would
          require the following activities:

          implementing identified corrective. actions;

          collecting post-intervention outcome data;

          analyzing (using appropriate statistical tests) post-intervention
          outcome data;

          assessing the effectiveness of interventions in terms of meeting
          process or patient outcome goals;

          implementing additional interventions, as needed, to meet stated
          outcome goals, reviewing the problem again to determine other
          causative factors for which interventions need to be developed, or
          including periodic monitoring of the outcomes to ensure that goals
          continue to be met in the future.

     -    To submit final reports/presentations on completed QI projects at
          Clinical Multi-disciplinary QIC, CHS QIC and, possibly, DOHMH QIEC
          meetings

     -    To participate in the designing, piloting and/or systemwide
          implementation of other interdepartmental QI projects, as required by
          the CHS QIC and the DOHMH QIEC

     -    To request the development or redesign of computerized information
          systems, to facilitate and monitor process and patient outcomes

     -    To determine regular and ad hoc reporting needs and to request the
          development and production of such reports by support staff


                                      -8-

<PAGE>

     -    To communicate with operational/administrative staff at the
          appropriate level about any other non-clinical issues that are
          identified as affecting quality of patient care

Responsibilities of each QI Committee chairperson:

     -    To schedule meetings, develop agendas and maintain copies of minutes
          and QI project materials

     -    To serve as liaison between the committee and the rest of the
          organization

     -    To secure needed support and resources from other departments

     -    To ensure that there is a responsible party for all action items
          (e.g., taking meeting minutes; collecting, monitoring and trending
          data; performing various QI project tasks; working with support staff
          to ensure that computerized data systems meet users' requirements for
          data input and output)

     -    To check in regularly with staff designated as responsible parties, to
          ensure that all action items are completed by the next meeting


                                      -9-

<PAGE>

CLINICAL MULTI-DISCIPLINARY QI COMMITTEE:

PURPOSE:   The Clinical Multi-disciplinary Quality Improvement Committee is
           responsible for ensuring delivery of quality medical, nursing, dental
           and auxiliary care; identifying opportunities to improve the quality
           of care provided and reducing morbidity and mortality rates.

FREQUENCY: Monthly

MEMBERSHIP:

     CHS Medical Director (chair)
     Contracted Provider Medical Director
     Directors of Nursing - CHS and Contracted Provider
     CHS Director of Dentistry
     Directors of Pharmacy - CHS and Contracted Provider
     Deputy Directors of Medicine - CHS and Contracted Provider
     CHS Director of H]V/Medspan
     VCBC Representative
     CHS Director of Quality Management
     Others as appropriate

RESPONSIBILITIES:

     -    To ensure appropriate, efficacious, timely and efficient delivery of
          routine medical, nursing, dental and auxiliary care (including
          medications, laboratory and radiology tests, procedures, follow-up
          visits, and referrals for specialist care and emergency and inpatient
          hospital care)

     -    To discuss the findings, including any relevant data and applicable
          standards, presented by departmental representatives and ad hoc
          interdepartmental QI team leaders regarding the existence of systemic
          problems and/or opportunities to improve processes and patient
          outcomes

     -    To hear reports from and discuss systemic issues identified through
          the case reviews and root cause analyses conducted by the Morbidity
          and Mortality Subcommittee

     -    To discuss identified problems reported by the Medicine Utilization
          Review Committee, which conducts chart reviews to assess-across all
          disciplines-the appropriateness, timeliness and efficacy of care
          provided, level of provider competence/knowledge, and the quality of
          staff supervision and documentation


                                      -10-

<PAGE>

     -    To suggest departmental or interdepartmental corrective actions to
          address known causes of systemic deficiencies

     -    To initiate interdepartmental QI projects to study the causes of an
          identified problem and the impact of any interventions in effecting
          improvement, and to designate ad hoc QI teams to implement such
          projects

     -    To hear progress reports and final presentations on departmental and
          interdepartmental QI projects and to determine what follow-up action,
          if any, needs to be taken

     -    To discuss any quality of care concerns raised by the VCBC
          representative, offer suggestions for corrective action or
          improvement, and hear proposals for and presentations on completed QI
          projects conducted at VCBC

     -    To ensure that appropriate training opportunities are made available
          to all clinical staff to address any identified deficiencies in
          provider competence/knowledge and staff supervision and to enhance
          providers' clinical capabilities

     -    To increase efforts to involve patients in maintaining their optimal
          health by improving patient education methods and materials so that
          all affected patients are contacted, retention of information is
          maximized and the widest possible audience is reached


                                      -11-

<PAGE>

MORBIDITY AND MORTALITY COMMITTEE:

PURPOSE:   The Morbidity and Mortality Committee is a subcommittee of the
           Clinical Multi-disciplinary QIC and is responsible for reviewing all
           mortality cases and morbidity cases that may pose risk to the
           organization.

FREQUENCY: Monthly or more frequently, if needed

MEMBERSHIP:

     CHS Medical Director (chair)
     CHS Mental Health/Psychiatric Director
     CHS Deputy Executive Director of Performance Monitoring and Quality
     Improvement
     CHS Deputy Executive Director of Clinic Administration
     CHS Deputy Executive Director of Policy and Planning
     CHS Director of Nursing
     Contracted Provider Program Director
     Contracted Provider Medical Director
     Contracted Provider Mental Health/Psychiatric Director
     CHS Director of Risk Management
     Directors of Quality Management - CHS and Contracted Provider
     Others as appropriate

RESPONSIBILITIES:

     -    To review the medical records for quality of care for all mortality
          cases and for morbidity cases that may pose risk to the organization

     -    To conduct root causes analyses to determine whether there are any
          systemic issues that need to be addressed

     -    To discuss and develop action plans to correct deficiencies or
          institute systemic improvements

     -    To report any systemic or programmatic concerns and related action
          plans to the Clinical Multi-disciplinary Quality Improvement Committee


                                      -12-

<PAGE>

MEDICINE UTILIZATION REVIEW COMMITTEE:

PURPOSE:   The Medicine Utilization Review Committee is a subcommittee of the
           Clinical Multi-disciplinary QIC and is responsible for reviewing
           patient medical records to assess quality of: care, staff and
           documentation.

FREQUENCY: Monthly

MEMBERSHIP:

     CHS Medical Director (chair)
     Contracted Provider Medical Director
     Deputy Medical Directors - CHS and Contracted Provider
     Mental Health/Psychiatric Directors - CHS and Contracted Provider, as
     needed
     Others as appropriate

RESPONSIBILITIES:

     -    To. review patient's charts and to collect data on assessments of a
          number of medical issues, including but not limited to: the
          appropriateness of hospital runs; the quality of care, staff
          supervision and documentation; and provider competence in treating
          patients

     -    To report trended data identifying systemic deficiencies to the
          Clinical Multi-disciplinary Quality Improvement Committee


                                      -13-

<PAGE>

VCBC (FACILITY) QUALITY IMPROVEMENT COMMITTEE:

PURPOSE:   This interdisciplinary, facility-level QIC is responsible for
           reviewing all aspects of patient care at VCBC to ensure
           quality, and for developing and implementing corrective
           actions and QI projects to address identified problems and
           improve quality of patient care processes and outcomes.

FREQUENCY: Preferably monthly, but at least quarterly

MEMBERSHIP:

     Clinic Administrator
     Physician in Charge
     Nursing Supervisor
     Mental Health Unit Chief
     Pharmacist
     Dentist
     Senior Health Educators
     Others as appropriate

RESPONSIBILITIES:

     -    To review all regularly reported and other available data to identify
          potential problems with processes and patient outcomes

     -    To develop and implement corrective actions and QI projects

     -    To report on QI projects and concerns about systemic issues at
          meetings of the Clinical Multi-disciplinary Quality Improvement
          Committee


                                      -14-

<PAGE>

MENTAL HEALTH QI COMMITTEE:

PURPOSE:   The Mental Health Quality Improvement Committee is responsible
           for identifying and addressing systemic, programmatic, and
           individual mental health patient quality of care concerns;
           identifying opportunities to improve the quality of care
           provided; and reducing rates of self-injurious behavior and
           attempted suicide.

FREQUENCY: Monthly

MEMBERSHIP:

     CHS Mental Health/Psychiatric Director (chair)
     Contracted Provider Mental Health/Psychiatric Director
     Senior Mental Health Staff - CHS and Contracted Provider
     Mental Health Unit Chiefs - all facilities
     Others as appropriate

RESPONSIBILITIES:

     -    To ensure appropriate, efficacious, timely and efficient delivery of
          mental health care to inmates in general population and in special
          mental observation housing units

     -    To compare trended data to any target goals and applicable standards
          and identify opportunities to improve patient outcomes

     -    To implement departmental or interdepartmental corrective actions to
          address known causes of systemic deficiencies and/or to initiate QI
          projects to effect improvements

     -    To improve the supervision of mental health staff

     -    To improve mental health patient education regarding compliance with
          medication treatment and involvement in the treatment plan

     -    To review the findings of the Attempted Suicide Morbidity Review
          Committee, including those from any root cause analyses, and determine
          methods for the prevention of future suicide attempts

     -    To review trended data based on chart reviews conducted to assess
          quality of mental health care, supervision and documentation and level
          of provider competence and to determine corrective actions to address
          identified problems


                                      -15-

<PAGE>

ATTEMPTED SUICIDE MORBIDITY REVIEW COMMITTEE:

PURPOSE:   The Attempted Suicide Morbidity Review Committee is a
           subcommittee of the Mental Health QIC and is responsible for
           reviewing all instances of what the Mental Health/Psychiatric
           Directors have determined are suicide attempts, conducting
           root cause analyses, and suggesting systemic corrective
           actions and improvements to reduce the attempted suicide rate.

FREQUENCY: Monthly, or as often as needed

MEMBERSHIP:

     CHS Mental Health/Psychiatric Director (chair)
     Contracted Provider Mental Health/Psychiatric Director
     Senior Mental Health Staff- CHS and Contracted Provider
     Mental Health Unit Chiefs, Primary Psychiatrists and Mental Health Staff,
        as needed to present cases
     Others as appropriate

RESPONSIBILITIES:

     -    To review the medical record for all cases of what the Directors of
          Mental Health have determined are suicide attempts for quality of care
          before and after the incident

     -    To conduct root causes analyses to determine what systemic issues, if
          any, need to be addressed to reduce the rates of attempted suicide and
          suicidal gestures.

     -    To discuss suggestions for systemic corrective actions and
          improvements and report these to the Mental Health QI Committee


                                      -16-

<PAGE>

RISK MANAGEMENT QA/QI COMMITTEE:

PURPOSE:   The Risk Management QA/QI Committee is responsible for
           identifying inmate health care issues that create potential
           and actual risk and referring matters for corrective action to
           appropriate heads of service or chairs of other QI committees.

FREQUENCY: Monthly

MEMBERSHIP:

     CHS Director of Risk Management (chair)
     CHS Medical Director
     CHS Mental Health/Psychiatric Director
     CHS Deputy Executive Director of Performance Monitoring and Quality
        Improvement
     CHS Deputy Executive Director of Clinic Administration (?)
     CHS Deputy Executive Director of Policy and Planning
     CHS Director of Nursing
     CHS Director of Quality Management
     Contracted Provider Director of Risk Management
     CHS Director of Dentistry, CHS and Contracted Provider Directors of
        Pharmacy, and others as appropriate

RESPONSIBILITIES:

     -    To review and discuss representative patient complaints and inquiries
          of programmatic concern, as presented by the CHS Director of Risk
          Management

     -    To recommend, as needed, that root cause analyses be conducted
          relating to the quality of care provided in individual cases, which
          may have programmatic relevance

     -    To review and discuss trended patient complaint/inquiry data in order
          to identify and track systemic problems

     -    To refer identified systemic and programmatic concerns to appropriate
          heads of service or chairs of other QI committees.for the development
          and implementation of corrective actions/interventions and to monitor
          the efficacy of the corrective actions/interventions

     -    To report on identified systemic issues and related corrective
          actions/interventions at meetings of the CHS QIC.

     -    To discuss new items of general significance to the reduction of risk
          in the delivery of medical, nursing, dental, mental health and
          auxiliary services to inmates in the custody of the Department of
          Correction


                                      -17-

<PAGE>

ISLAND-WIDE (RIKERS) QUALITY IMPROVEMENT COUNCIL:

PURPOSE:   The Island-wide (Rikers) Quality Improvement. Council is responsible
           for coordinating quality improvement activities at all contracted
           provider facilities and for sending representatives to report on
           these activities at meetings of the CHS Quality Improvement
           Committee.

FREQUENCY: Monthly

MEMBERSHIP:

     Contracted Provider Medical Director (chair)
     Contracted Provider Deputy Medical Director
     Contracted Provider Directors of Other Clinical Services (Nursing,
        Mental Health, Pharmacy)
     CHS Director of Dentistry
     Contracted Provider Director of Infection Control
     Contracted Provider Director of KEEP Program
     Directors of Quality Management - CHS and Contracted Provider
     Contracted Provider Center/Unit(1) Site Medical Directors, Directors
        of Nursing, Health Service Administrators, Mental Health Unit Chiefs,
        Pharmacy Managers, and QA Nurses
     Others as appropriate

RESPONSIBILITIES:

     -    To review and discuss proposals for system-wide and facility-specific
          QI projects

     -    To hear presentations of completed QI projects and discuss next steps

     -    To discuss corrective actions for low performance on contractual
          Performance Indicators and for medication errors

     -    To review and discuss all available data and any applicable standards
          to address departmental or interdepartmental concerns raised by
          facility staff that relate to the quality of patient care

     -    To decide what systemic issues and QI proposals and projects to,
          present at meetings of the CHS QIC

----------
(1)  Each of the contracted provider Centers/Units-AMKC, ARDC, BBKC, EMTC, GMDC,
     GRVC, NIC, OBCC, RMSC, WF and Mental Health Center (JATC is currently
     closed)-has an interdisciplinary Quality Improvement Committee. The
     committees meet at least quarterly, and more often as needed.


                                      -18-

<PAGE>

     -    To report on mandates from the CHS QIC or the DOHMH QIEC regarding
          changes in systemic and/or programmatic requirements that may affect
          quality of patient care processes and outcomes


                                      -19-

<PAGE>

DEPARTMENTAL STAFF MEETINGS:

One of the responsibilities of departmental staff meetings is to discuss
problems and issues that may be referred to a departmental or interdepartmental
QI committee for further study and resolution. The QI-related tasks of
departmental staff meetings are:

     -    To review data and any applicable standards relevant to departmental
          processes and patient outcomes

     -    To identify and discuss departmental and interdepartmental issues and
          problems

     -    To identify empirically, if possible, any barriers to appropriate,
          timely, effective, and efficient health care processes and patient
          outcomes

     -    To design and implement corrective actions when the cause of a problem
          is clear and no further study is warranted before it is addressed

     -    To select problems for referral to a department or interdepartmental
          QI Committee because the etiology of the problem is unclear or because
          the apparent cause and/or anticipated solution of the problem involves
          more than one department

     -    To disseminate information about new departmental or systemwide
          initiatives or any changes affecting operations that may affect
          process or patient outcomes

     -    To inform staff of provider training sessions regarding new or revised
          protocols

     -    To remind or re-educate staff about existing protocols

The types of data to be examined by the different departments includes but is
not limited to:

<TABLE>
<CAPTION>
DEPARTMENT      TYPES OF DATA
----------      -------------
<S>             <C>
Medicine        PI reports; clinic activity reports (i.e., admissions and
                transfers, intake examinations and chart reviews, sick call
                visits, regular and chronic care follow-ups visits, on-Island
                and off-Island specialty clinic activities, dialysis services,
                Urgicare and hospital runs, hospital admissions, including
                outposts); reviews of incidents; problems identified through
                Medicine and joint case conferences with MH; trends found
                through chart reviews regarding appropriateness of hospital
                runs, appropriateness of care, provider competence, provision of
                patient education, documentation completeness; trends found
                through review of provider activity reports; financial reports
                on usage of radiology and laboratory
</TABLE>


                                      -20-

<PAGE>

<TABLE>
<CAPTION>
DEPARTMENT      TYPES OF DATA
----------      -------------
<S>             <C>
                services and prosthetic orders; reports/audits on compliance
                with professional and organizational standards

Nursing         PI reports; infection control reports; infectious disease
                reports; trends found through review of clinic logbooks
                regarding processes (e.g., follow-up scheduled) and patient
                outcomes (e.g., TST result noted); trends found through chart
                reviews regarding use of SOAP notes, appropriateness and
                timeliness of care, provider competence, provision of patient
                education, documentation completeness, compliance with
                professional and organizational standards; findings of the
                Product Evaluation and Safety Committee

Mental Health   PI reports; MH clinic activity reports for GP and MO; regulatory
                agency reports on compliance with standards; reviews of
                attempted suicides; problems identified through MH and joint
                case conferences with Medicine; trends found through chart
                reviews regarding appropriateness and timeliness of care,
                effectiveness of psychotropic medications, provider competence,
                documentation completeness; trends found through review of
                provider activity reports and clinic logbooks

Dental          PI reports; dental and oral surgery clinic activity reports;
                trends found through chart reviews regarding appropriateness and
                timeliness of initial and follow-up dental care and compliance
                with standards; reviews of dental prosthetic orders

Pharmacy        Reports on medication data entry and labeling errors, medication
                errors, patient compliance with medications, prescribing
                patterns, drug usage; updates on recommended medication
                treatments by disease, drug interactions, and food-drug
                interactions; audits on compliance with professional and
                organizational standards

Risk            Management Reports on substantiated patient complaints and
                internal inquiries; trends found through review of incident
                reports and patient advocate reports and through chart reviews
                to investigate complaints/inquiries; systemic corrective actions
                from reviews of incidents and root cause analyses;
                communications from outside agencies (e.g., BOC, HHC hospitals,
                DOC)
</TABLE>


                                      -21-
<PAGE>

                                  ATTACHMENT A

                 CHS QUALITY IMPROVEMENT: TABLE OF ORGANIZATION


                                      -22-

<PAGE>

                                  ATTACHMENT B

                                  ABBREVIATIONS


                                      -23-

<PAGE>

                                  ABBREVIATIONS

<TABLE>
<S>     <C>
AMKC    Anna M. Kross Center
ARDC    Adolescent Reception and Detention Center
BBKC    Bernard B. Kerik Center (formerly Manhattan Detention Complex)
BKDC    Brooklyn Detention Complex* (closed)
BXDC    Bronx Detention Complex* (closed)
CDU     Communicable Disease Unit at West Facility
EMTC    Eric M. Taylor Center
GMDC    George Motchan Detention Center
GRVC    George R. Vierno Center
JATC    James A. Thomas Center (closed)
MHC     Mental Health Center at AMKC
MC      North Infirmary Command
OBCC    Otis Bantum Correctional Center
QDC     Queens Detention Complex* (closed)
RMSC    Rose M. Singer Center
VCBC    Vernon C. Bain Center*
WF      West Facility
CHS     Correctional Health Services
DOC     Department of Correction
DOHMH   Department of Health & Mental Hygiene
PHS     Prison Health Services
SCOC    State Commission of Correction
</TABLE>

*    These are direct care (not contracted provider) facilities.


                                      -24-

<PAGE>

                                  ATTACHMENT C

                    QUALITY IMPROVEMENT PROJECT PROPOSAL FORM


                                      -25-

<PAGE>

                    QUALITY IMPROVEMENT PROJECT PROPOSAL FORM

Submitted by: Name: _____________________________   Title: _____________________

Department: _______________________ Date: ___________

PROJECT NAME: __________________________________________________________________

PROJECT STATEMENT/PROJECT DESCRIPTION: _________________________________________

________________________________________________________________________________

________________________________________________________________________________

GENERAL PURPOSE/GOAL OF PROJECT: _______________________________________________

________________________________________________________________________________

________________________________________________________________________________

PROCESS TO BE STUDIED (FIRST STEP, LAST STEP): _________________________________

________________________________________________________________________________

IDENTIFIED AREAS OF OPPORTUNITY FOR IMPROVEMENT: _______________________________

________________________________________________________________________________

________________________________________________________________________________

                                  METHODOLOGY:

Data Collections/Sampling: _____________________________________________________

Data Analysis: _________________________________________________________________

Outcome Measures: ______________________________________________________________

EXPECTED TANGIBLE OUTCOME(S): __________________________________________________

ESTIMATED BENEFITS: ____________________________________________________________

ESTIMATED COSTS/SAVINGS: _______________________________________________________

STUDY SITE(S): _________________________________________________________________

SERVICE(S)/DEPARTMENT(S) INVOLVED: _____________________________________________

TEAM COMPOSITION: LEADER: ______________________________________________________

FACILITATOR: ___________________________________________________________________

OTHER: _________________________________________________________________________

________________________________________________________________________________

PROPOSED START DATE: __________________   EXPECTED COMPLETION DATE: ____________

  (ATTACH A GANTT CHART SHOWING TIME FRAMES FOR ACCOMPLISHING THE MAJOR TASKS
                         ASSOCIATED WITH THIS PROJECT.)


                                      -26-

<PAGE>

                       ***FOR QIC SUBCOMMITTEE USE ONLY***

Date Proposal Received: ______________________________________

Date Presented to QIC Subcommittee: __________________________

Disposition:

     [ ]  Approved as Submitted

     [ ]  Approved as Modified

               Modified(s): ____________________________________________________

________________________________________________________________________________

     [ ]  Returned for Revision

               Reason(s): ______________________________________________________

________________________________________________________________________________

     [ ]  Approval Denied

               Reason(s): ______________________________________________________

________________________________________________________________________________

     [ ]  Other: _______________________________________________________________

________________________________________________________________________________

Constraints/Limitations on Scope of Project (if any): __________________________

________________________________________________________________________________

Date of Disposition: ___________________________________________________________

________________________________________________________________________________

MONITORING OF PROGRESS FOR APPROVED QI PROJECTS:

The QI team will meet as often as necessary to ensure timely completion of the
project. The project team leader will provide written monthly progress reports
to the appropriate QI committee. Such reports will be included as part of the
committee's regular meeting minutes. Chairs of QI committees will report at
monthly QIC meetings on the progress of all of the QI project teams their
committees sponsor. Teams will present final reports on completed QI projects
first to the appropriate QI committee, then to the CHS QIC.


                                      -27-

<PAGE>

                              TABLE OF ORGANIZATION

                         CHS Quality Improvement Program

                                  (FLOW CHART)


                                      -28-
<PAGE>

                                     PART II

             GENERAL PROVISIONS GOVERNING CONTRACTS FOR CONSULTANTS,
                       PROFESSIONAL AND TECHNICAL SERVICES

<TABLE>
<CAPTION>
CONTENTS                                                                   PAGE
--------                                                                   ----
<S>                                                                        <C>
ARTICLE 1.  DEFINITIONS                                                      1
ARTICLE 2.  REPRESENTATIONS AND WARRANTIES                                   1
ARTICLE 3.  AUDIT BY THE DEPARTMENT AND CITY                                 2
ARTICLE 4.  COVENANTS OF THE CONTRACTOR                                      3
ARTICLE 5.  TERMINATION                                                     10
ARTICLE 6.  MISCELLANEOUS                                                   12
ARTICLE 7.  MERGER                                                          15
ARTICLE 8.  CONDITIONS PRECEDENT                                            15
ARTICLE 9.  PPB RULES                                                       15
ARTICLE 10. STATE LABOR LAW AND CITY ADMINISTRATIVE CODE                    15
ARTICLE 11. FORUM PROVISION                                                 16
ARTICLE 12. EQUAL EMPLOYMENT OPPORTUNITY                                    17
ARTICLE 13. NO DAMAGE FOR DELAY                                             18
ARTICLE 14. CONSULTANT REPORT INFORMATION                                   18
ARTICLE 15. RESOLUTION OF DISPUTES                                          18
ARTICLE 16. PROMPT PAYMENT                                                  22
ARTICLE 17. MACBRIDE PRINCIPLES PROVISIONS FOR NEW YORK CITY CONTRACTORS    22
</TABLE>

ARTICLE 1. DEFINITIONS

As used throughout this Agreement, the following terms shall have the meaning
set forth below:

a.   "CITY" shall mean the City of New York, its departments and political
     subdivisions.

b.   "COMPTROLLER" shall mean the Comptroller of the City of New York.

c.   "DEPARTMENT" or "AGENCY" shall mean the DEPARTMENT OF HEALTH AND MENTAL
     HYGIENE.

d.   "COMMISSIONER" or "ADMINISTRATOR" shall mean the COMMISSIONER OF HEALTH AND
     MENTAL HYGIENE or his duly authorized representative. The term "duly
     authorized representative" shall include any person or persons acting
     within the limits of his or her authority.

e.   "Law" or "Laws" shall include but not be limited to the New York City
     Charter, the New York City Administrative Code, a local law of the City of
     New York, and any . ordinance, rule or regulation having the force of law.

f.   "Contractor" or "Consultant" shall mean Prison Health Services, Inc.

ARTICLE 2. REPRESENTATIONS AND WARRANTIES

2.1  PROCUREMENT OF AGREEMENT

A.   The Contractor represents and warrants that no person or selling agency has
     been employed or retained to solicit or secure this Agreement upon an
     agreement or understanding for a commission, percentage, brokerage fee,
     contingent fee or any other compensation. The Contractor further represents
     and warrants that no payment, gift or thing of value has been made, given
     or promised to obtain this or any other agreement between the parties. The
     Contractor makes such representations and warranties to induce the City to
     enter

                                 Profit.w./P.L.


                                      -1-

<PAGE>

     into this Agreement and the City relies upon such representations and
     warranties in the execution hereof.

B.   For a breach or violation of such representations or warranties, the
     Administrator shall have the right to annul this Agreement without
     liability, entitling the City to recover all monies paid hereunder and the
     Contractor shall not make claim for, or be entitled to recover, any sum or
     sums due under this Agreement. This remedy, if effected, shall not
     constitute the sole remedy afforded the City for the falsity or breach, nor
     shall it constitute a waiver of the City's right to claim damages or refuse
     payment or to take any other action provided for by law or pursuant to this
     Agreement.

2.2  CONFLICT OF INTEREST

The Contractor represents and warrants that neither it nor any of its directors,
officers, members, partners or employees, has any interest nor shall they
acquire any interest, directly or indirectly, which would or may conflict in any
manner or degree with the performance or rendering of the services herein
provided. The Contractor further represents and warrants that in the performance
of this Agreement no person having such interest or possible interest shall be
employed by it. No elected official or other officer or employee of the City or
Department, nor any person whose salary is payable, in whole or in part, from
the City Treasury, shall participate in any decision relating to this Agreement
which affects his or her personal interest or the interest of any corporation,
partnership or association in which he or she is, directly or indirectly,
interested; nor shall any such person have any interest, direct or indirect, in
this Agreement or in the proceeds thereof.

2.3  FAIR PRACTICES

The Contractor and each person signing on behalf of any contractor represents
and warrants and certifies, under penalty of perjury, that to the best of its
knowledge and belief:

A.   The prices in this contract have been arrived at independently without
     collusion, consultation, communication, or agreement, for the purpose of
     restricting competition, as to any matter relating to such prices with any
     other bidder or with any competitor;

B.   Unless otherwise required by law, the prices which have been quoted in this
     contract and on the proposal submitted by the Contractor have not been
     knowingly disclosed by the Contractor prior to the proposal opening,
     directly or indirectly, to any other bidder or to any competitor; and

C.   No attempt has been made or will be made by the Contractor to induce any
     other person, partnership or corporation to submit or not to submit a
     proposal for the purpose of restricting competition.

The fact that the Contractor (a) has published price lists, rates, or tariffs
covering items being procured, (b) has informed prospective customers of
proposed or pending publication of new or revised price lists for such items, or
(c) has sold the same items to other customers at the same prices being bid,
does not constitute, without more, a disclosure within the meaning of the above.

ARTICLE 3. AUDIT BY THE DEPARTMENT AND CITY

3.1  All vouchers or invoices presented for payment to be made hereunder, and
     the books, records and accounts upon which said vouchers or invoices are
     based are subject to audit by the Department and by the Comptroller of the
     City of New York pursuant to the powers and responsibilities as conferred
     upon. said Department and said Comptroller by the New York City Charter and
     Administrative Code of the City of New York, as well as all orders and
     regulations promulgated pursuant thereto.

3.2  The Contractor shall submit any and all documentation and justification in
     support of expenditures or fees under this Agreement as may be required by
     said

                                 Profit.w./P.L.


                                      -2-

<PAGE>

     Department and said Comptroller so that they may evaluate the
     reasonableness of the charges and shall make its records available to the
     Department and to the Comptroller as they consider necessary.

3.3  All books, vouchers, records, reports, canceled checks and any and all
     similar material may be subject to periodic inspection, review and audit by
     the State of New York, Federal Government and other persons duly authorized
     by the City. Such audit may include examination and review of the source
     and application of all funds whether from the City, any State, the Federal
     Government, private sources or otherwise.

3.4  The contractor shall not be entitled to final payment under the Agreement
     until all requirements have been satisfactorily met.

ARTICLE 4. COVENANTS OF THE CONTRACTOR

4.1  EMPLOYEES

A.   All experts or consultants or employees of the Contractor who are employed
     by the Contractor to perform work under this contract are neither employees
     of the City nor under contract to the City and the Contractor alone is
     responsible for their work, direction, compensation and personal conduct
     while engaged under this Agreement. Nothing in this contract shall impose
     any liability or duty on the City for the acts, omissions, liabilities or
     obligations of the Contractor any person, firm company, agency,
     association, expert, consultant, independent contractor, specialist,
     trainee, employee, servant, or agent, or for taxes of any nature including
     but not limited to unemployment insurance, workmen's compensation,
     disability benefits and social security, or, except as specifically stated
     in this contract, to any person, firm or corporation.

B.   The Contractor shall be solely responsible for all physical injuries or
     death to its agents, servants, or employees or to any other person or
     damage to any property sustained during its operations and work on the
     project under this agreement resulting from any act of omission or
     commission or error in judgment of any of its officers, trustees,
     employees, agents, servants, or independent contractors, and shall hold
     harmless and indemnify the City from liability upon any and all claims for
     damages on account of such injuries or death to any such person or damages
     to property on account of any neglect, fault or default of the Contractor,
     its officers, trustees, employees, agents, servants, or independent
     contractors. The Contractor shall be solely responsible for the safety and
     protection of all of its employees whether due to the negligence, fault or
     default of the Contractor or not.

C.   Workmen's Compensation and Disability Benefits

If this Agreement be of such a character that the employees engaged thereon are
required to be insured by the provision of Chapter 615 of the Laws of 1922,
known as the "Workmen's Compensation Law" and acts amendatory thereto, the
Agreement shall be void and of no effect unless the Contractor shall secure
compensation for the benefit of, and keep insured during the life of this
Agreement such employees in compliance with the provisions of said law,
inclusive of Disability Benefits; and, shall furnish the Department with two (2)
certificates of these insurance coverages.

D.   Unemployment Insurance

Unemployment Insurance coverage shall be obtained and provided by the Contractor
for its employees.

E.   Minimum Wage

Except for those employees whose minimum wage is required to be fixed pursuant
to Section 220 of the Labor Law of the State of New York, all persons employed
by the Contractor in the performance of this Agreement shall be paid, without
subsequent deduction or rebate, unless expressly authorized by law, not less
than the minimum wage as prescribed by law. Any breach or violation of the
foregoing shall be deemed a breach or violation of a material provision of this
Agreement.

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                                      -3-

<PAGE>

4.2  INDEPENDENT CONTRACTOR STATUS

The Contractor and the Department agree that the Contractor is an independent
contractor, and not an employee of the Department or the City of New York, and
that in accordance with such status as independent contractor, the Contractor
covenants and agrees that neither it nor its employees or agents will hold
themselves out as, nor claim to be, officers or employees of the City of New
York, or of any department, agency or unit thereof, by reason hereof, and that
they will not, by reason hereof, make any claim, demand or application to or for
any right or privilege applicable to an officer or employee of the City of New
York, including, but not limited to, Workmen's Compensation coverage,
Unemployment Insurance Benefits, Social Security coverage or employee retirement
membership or credit.

4.3  INSURANCE

A.   Insurance Requirements for Contractors

Contractors shall procure and maintain for the duration of the contract
insurance against claims for injuries to persons or damages to property which
may arise from or in connection with the performance of the work hereunder by
the Contractor, his agents, representatives, employees or subcontractors. All
required insurance policies shall be maintained with companies that may lawfully
issue the required policy and have an A.M. Best rating of at least A-7 or a
Standard and Poor's rating of at least AA, unless prior written approval is
obtained from the Mayor's Office of Operations. The cost of such insurance shall
be included in the Contractor's bid.

(a)  Minimum Scope of Insurance

     Coverage shall be at least as broad as:

a.   Insurance Services Office form number GL 0002 (1/73) covering Comprehensive
     General Liability and Insurance Services Office form number GL 0404
     covering Broad Form Commercial General Liability Insurance General
     Liability; or Insurance Services Office Commercial General Liability
     coverage ("occurrence" form CG 0001).(ED 11/85).

b.   Insurance Services Office form number CA 0001 (Ed. 1/78) covering
     Automobile Liability, code 1 "any auto" and endorsements CA 2232 and CA
     0112.

c.   Workers' Compensation insurance as required by Labor Code of the State of
     New York and Employers Liability insurance.

(b)  Minimum Limits of Insurance

Contractor shall maintain limits no less than:

a.   Comprehensive General Liability: $1,000,000.00 combined single limit per
     accident for bodily injury and property damage.

b.   Professional liability: 1 Million Dollars per occurrence; Three Million
     Dollars Aggregate.

c.   Workers' Compensation and Employers Liability: Workers' Compensation limits
     as required by the Labor Code of the State of New York Employers Liability
     limits of $1,000,000.00 per accident. Pursuant to Section 57 of the NYS
     Workers' Compensation Law, the vendor has submitted proof of workers'
     compensation and disability benefits coverage to the agency.

(c)  Deductibles and Self-Insured Retentions

     Any deductibles and self-insured retentions must be declared to and
     approved by the Agency. At the option of the Agency, either: the insurer
     shall reduce or eliminate such deductibles or self-insured retentions as
     respects the Agency, its officers, officials and employees; or the
     Contractor shall procure a bond guaranteeing payment of losses and related
     investigations, claim administration and defense expenses.

a.   General Liability and Automobile Liability Coverages

(a)  The City, its officers, officials and employees are to be covered as
     insured as respects: liability arising out of activities

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                                      -4-

<PAGE>

     performed by or on behalf of the Contractor; products and completed
     operations of the Contractor; premises owned, leases or used by the
     Contractor; or automobiles owned, leased, hired or borrowed by the
     Contractor. The coverage shall contain no special limitations on the scope
     of protection afforded to the City, its officers, officials and employees.

(b)  The Contractor's insurance coverage shall be primary insurance as respect
     the City, its officers, officials, and employees. Any other insurance or
     self-insurance maintained by the Agency, its officers, officials and
     employees shall be excess of and not contribute with the Contractor's
     insurance.

(c)  Any failure to comply with reporting provisions of the policies shall not
     affect coverage provided to the Agency, its officers, officials, and
     employees.

(d)  The Contractor's insurance shall apply separately to each insured against
     whom claim is made or suit is brought, except with respect to the limits of
     the insurers liability.

b.   Workers Compensation and Employers Liability Coverage

     The insurer shall agree to waive all rights of subrogation against the
     Agency, its officers, officials, and employees for losses /rising from work
     performed by the Contractor for Agency.

c.   All Coverages

     Each insurance policy required by this clause shall be endorsed to state
     that coverage shall not be suspended, voided, canceled by either party,
     reduced in coverage or in limits except after sixty (60) days prior written
     notice by certified mail, return receipt requested, has been given to the
     City.

(d)  Acceptability of Insurers

     Insurance is to be placed with insurers with a Best's rating of no less
     than an A.M. Best rating of at least A-7 or a Standard and Poor's rating of
     at least AA, unless prior written approval is obtained from the Mayor's
     Office of Operations.

(e)  Verification of Coverage

     Contractor shall furnish the City with Certificates of Insurance effecting
     coverage required by this clause. The Certificates for each insurance
     policy are to be signed by a person authorized by that insurer to bind
     coverage on its behalf. The Certificates are to be on forms provided by the
     Agency and are to be received and approved by the Agency before work
     commences. The Agency reserves the right to obtain complete, certified
     copies of all required insurance policies, at any time.

(f)  Subcontractors

     Contractor shall include all subcontractors as insured under its policies
     or shall furnish separate Certificates for each subcontractor. All
     coverages for subcontractors shall be subject to all of the requirements
     stated herein.

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                                      -5-

<PAGE>

B.   In the event that any claim is made or any action is brought against the
     City arising out of negligent or careless acts of an employee of the
     Contractor, either within or without the scope of his employment, or
     arising out of Contractor's negligent performance of this Agreement, then
     the City shall have the right to withhold further payments hereunder for
     the purpose of set-off in sufficient sums to cover the said claim or
     action. The rights and remedies of the City provided for in this clause
     shall not be exclusive and are in addition to any other rights and remedies
     provided by law or this Agreement.

4.4  PROTECTION OF CITY PROPERTY

A.   The Contractor assumes the risk of, and shall be responsible for, any loss
     or damage to City property, including property and equipment leased by the
     City, used in the performance of this Agreement; and caused, either
     directly or indirectly by the acts, conduct, omissions or lack of good
     faith of the Contractor, its officers, managerial personnel and employees,
     or any person, firm, company, agent or others engaged by the Contractor as
     expert, consultant, specialist or subcontractor hereunder.

B.   In the event that any such City property is lost or damaged, except for
     normal wear and tear, then the City shall have the right to withhold
     further payments hereunder for the purpose of set-off, in sufficient sums
     to cover such loss or damage.

C.   The Contractor agrees to indemnify the City and hold it harmless from any
     and all liability or claim for damages due to any such loss or damage to
     any such City property described in subsection A above.

D.   The rights and remedies of the City provided herein shall not be exclusive
     and are in addition to any other rights and remedies provided by law or by
     this Agreement.

4.5  CONFIDENTIALITY

All of the reports, information or data, furnished to or prepared, assembled or
used by the Contractor under this Agreement are to be held confidential, and
prior to publication, the Contractor agrees that the same shall not be made
available to any individual or organization without the prior written approval
of the Department.

4.6  BOOKS AND RECORDS

The Contractor agrees to maintain separate and accurate books, records,
documents and other evidence and accounting procedures and practices which
sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this Agreement.

4.7  RETENTION OF RECORDS

The Contractor agrees to retain all books, records, and other documents relevant
to this Agreement for six years after the final payment or termination of this
Agreement, whichever is later. City, State and Federal auditors and any other
persons duly authorized by the Department shall have full access to and the
right to examine any of said materials during said period.

4.8  COMPLIANCE WITH LAW

Contractor shall render all services under this Agreement in accordance with the
applicable provisions of federal, state and local laws, rules and regulations as
are in effect at the time such services are rendered.

4.9  INVESTIGATION CLAUSE

a.   The parties to this agreement agree to cooperate fully and faithfully with
     any investigation, audit or inquiry conducted by a State of New York
     (State) or City of New York (City) governmental agency or authority that is
     empowered directly or by designation to compel the attendance of witnesses
     and to examine witnesses under oath, or conducted by the Inspector General
     of a governmental agency that is a party in interest to the transaction,
     submitted bid, submitted proposal, contract, lease, permit, or license that
     is the subject of the investigation, audit or inquiry.

b.

(a)  If any person who has been advised that his or her statement, and any
     information

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                                      -6-

<PAGE>

     from such statement, will not be used against him or her in any subsequent
     criminal proceeding refuses to testify before a grand jury or other
     governmental agency or authority empowered directly or by designation to
     compel the attendance of witnesses and to examine witnesses under oath
     concerning the award of or performance under any transaction, agreement,
     lease, permit, contract, or license entered into with the City, the State,
     or any political subdivision or public authority thereof, or the Port
     Authority of New York and New Jersey, or any local development corporation
     within the City, or any public benefit corporation organized under the laws
     of the State of New York, or;

(b)  If any person refuses to testify for a reason other than the assertion of
     his or her privilege against self-incrimination in an investigation, audit
     or inquiry conducted by a City or State governmental agency or authority
     empowered directly or by designation to compel the attendance of witnesses
     and to take testimony under oath, or by the Inspector General of the
     governmental agency that is a party in interest in, and is seeking
     testimony concerning the award of, or performance under, any transaction,
     agreement, lease, permit, contract, or license entered into with the City,
     the State, or any political subdivision thereof or any local development
     corporation within the City, then;

c.

(a)  The commissioner or agency head whose agency is a party in interest to the
     transaction, submitted bid, submitted proposal, contract, lease, permit, or
     license shall convene a hearing, upon not less than five (5) days written
     notice to the parties involved, to determine if any penalties should attach
     for the failure of a person to testify.

(b)  If any non-governmental party to the hearing requests an adjournment, the
     commissioner or agency head who convened the hearing may, upon granting the
     adjournment, suspend any contract, lease, permit, or license pending the
     final determination pursuant to paragraph 5 below without the City
     incurring any penalty or damages for delay or otherwise.

d.   The penalties which may attach after a final determination by the
     commissioner or agency head may include but shall not exceed:

(a)  The disqualification for a period not to exceed five (5) years from the
     date of an adverse determination for any person, or any entity of which
     such person was a member at the time the testimony was sought, from
     submitting bids for, or transacting business with, or entering into or
     obtaining any contract, lease, permit or license with or from the City;
     and/or

(b)  The cancellation or termination of any and all such existing City
     contracts, leases, permits or licenses that the refusal to testify concerns
     and that have not been assigned as permitted under this agreement, nor the
     proceeds of which pledged, to an unaffiliated and unrelated institutional
     lender for fair value prior to the issuance of the notice scheduling the
     hearing, without the City incurring any penalty or damages on account of
     such cancellation or termination; monies lawfully due for goods delivered,
     work done, rentals, or fees accrued prior to the cancellation or
     termination shall be paid by the City.

e.   The commissioner or agency head shall consider and address in reaching his
     or her determination and in assessing an appropriate penalty the factors in
     paragraphs (a) and (b) below. He or she may also consider, if relevant and
     appropriate, the criteria established in paragraphs (c) and (d) below in
     addition to any other information which may be relevant and appropriate:

(a)  The party's good faith endeavors or lack thereof to cooperate fully and
     faithfully with any governmental investigation or audit, including

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                                      -7-

<PAGE>

     but not limited to the discipline, discharge, or disassociation of any
     person failing to testify, the production of accurate and complete books
     and records, and the forthcoming testimony of all other members, agents,
     assignees or fiduciaries whose testimony is sought.

(b)  The relationship of the person who refused to testify to any entity that is
     a party to the hearing, including, but not limited to, whether the person
     whose testimony is sought has an ownership interest in the entity and/or
     the degree of authority and responsibility the person has within the
     entity.

(c)  The nexus of the testimony sought to the subject entity and its contracts,
     leases, permits or licenses with the City.

(d)  The effect a penalty may have on an unaffiliated and unrelated party or
     entity that has a significant interest in an entity subject to penalties
     under 4 above, provided that the party or entity has given actual notice to
     the commissioner or agency head upon the acquisition of the interest, or at
     the hearing called for in 3(a) above gives notice and proves that such
     interest was previously acquired. Under either circumstance the party or
     entity must present evidence at the hearing demonstrating the potential
     adverse impact a penalty will have on such person or entity.

f.

(a)  The term "license" or "permit" as used herein shall be defined as a
     license, permit, franchise or concession not granted as a matter of right.

(b)  The term "person" as used herein shall be defined as any natural person
     doing business alone or associated with another person or entity as a
     partner, director, officer, principal or employee.

(c)  The term "entity" as used herein shall be defined as any firm, partnership,
     corporation, association, or person that receives monies, benefits,
     licenses, leases, or permits from or through the City or otherwise
     transacts business with the City.

(d)  The term "member" as used herein shall be defined as any person associated
     with another person or entity as a partner, director, officer, principal or
     employee.

g.   In addition to and notwithstanding any other provision of this agreement
     the Commissioner or agency head may in his or her sole discretion terminate
     this agreement upon not less than three (3) days written notice in the
     event contractor fails to promptly report in writing to the Commissioner of
     Investigation of the City of New York any solicitation of money, goods,
     requests for future employment or other benefit or thing of value, by or on
     behalf of any employee of the City or other person, firm, corporation or
     entity for any purpose which may be related to the procurement or obtaining
     of this agreement by the contractor, or affecting the performance of this
     contract.

4.10 ASSIGNMENT

A.   The Contractor shall not assign, transfer, convey or otherwise dispose of
     this Agreement or of Contractor's rights, obligations, duties, in whole or
     in part, or of its right to execute it, or its right, title or interest in
     it or any part thereof, or assign, by power of attorney or otherwise, any
     of the notices due or to become due under this contract, unless the prior
     written consent of the Administrator shall be obtained. Any such
     assignment, transfer, conveyance or other disposition without such consent
     shall be void.

B.   Failure of the Contractor to obtain any required consent to any assignment,
     shall be cause for termination for cause, at the option of the
     Administrator; and if so terminated, the City shall thereupon be relieved
     and discharged from any further liability and obligation to the Contractor,
     its assignees or transferees, and all monies that may become due under the
     contract shall be forfeited to the City except so much thereof as may be
     necessary to pay the Contractor's employees.

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                                      -8-
<PAGE>

C.   The provisions of this clause shall not hinder, prevent, or affect an
     assignment by the Contractor for the benefit of its creditors made pursuant
     to the laws of the State of New York.

D.   This Agreement may be assigned by the City to any corporation, agency or
     instrumentality having authority to accept such assignment.

4.11 SUBCONTRACTING

A.   The Contractor agrees not to enter into any subcontracts for the
     performance of its obligations, in whole or in part, under this Agreement
     without the prior written approval of the Department. Two copies of each
     such proposed subcontract shall be submitted to the Department with the
     Contractor's written request for approval. All such subcontracts shall
     contain provisions specifying:

a.   that the work performed by the subcontractor must be in accordance with the
     terms of the Agreement between the Department and the Contractor,

b.   that nothing contained in such agreement shall impair the rights of the
     Department,

c.   that nothing contained herein, or under the Agreement between the
     Department and the Contractor, shall create any contractual relation
     between the subcontractor and the Department, and

d.   that the subcontractor specifically agrees to be bound by the
     confidentiality provision set forth in this Agreement between the
     Department and the Contractor.

B.   The Contractor agrees that it is fully responsible to the Department for
     the acts and omissions of the subcontractors and of persons either directly
     or indirectly employed by them as it is for the acts and omissions of
     persons directly employed by it.

C.   The aforesaid approval is required in all cases other than individual
     employer-employee contracts.

D.   The Contractor shall not in any way be relieved of any responsibility under
     this Contract by any subcontract.

4.12 PUBLICITY

A.   The prior written approval of the Department is required before the
     Contractor or any of its employees, servants, agents, or independent
     contractors may, at any time, either during or after completion or
     termination of this Agreement, make any statement to the press or issue any
     material for publication through any media of communication bearing on the
     work performed or data collected under this Agreement.

B.   If the Contractor publishes a work dealing with any aspect of performance
     under this Agreement, or of the results and accomplishments attained in
     such performance, the Department shall have a royalty free, non-exclusive
     and irrevocable license to reproduce, publish or otherwise use and to
     authorize others to use the publication.

4.13 PARTICIPATION IN AN INTERNATIONAL BOYCOTT

A.   The Contractor agrees that neither the Contractor nor any
     substantially-owned affiliated company is participating or shall
     participate in an international boycott in violation of the provisions of
     the Export Administration Act of 1979, as amended, or the regulations of
     the United States Department of Commerce promulgated thereunder.

B.   Upon the final determination by the Commerce Department or any other agency
     of the United States as to, or conviction of the Contractor or a
     substantially-owned affiliated company thereof, participation in an
     international boycott in violation of the provisions of the Export
     Administration Act of 1979, as amended, or the regulations promulgated
     thereunder, the Comptroller may, at his option, render forfeit and void
     this

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                                      -9-

<PAGE>

contract.

C.   The Contractor shall comply in all respects, with the provisions of Section
     6-114 of the Administrative Code of the City of New York and the rules and
     regulations issued by the Comptroller thereunder.

4.14. INVENTIONS, PATENTS AND COPYRIGHTS

A.   Any discovery or invention arising out of or developed in the course of
     performance of this Agreement shall be promptly and fully reported to the
     Department, and if this work is supported by a federal grant of funds,
     shall be promptly and fully reported to the Federal Government for
     determination as to whether patent protection on such invention shall be
     sought and how the rights. in the invention or discovery, including rights
     under any patent issued thereon, shall be disposed of and administered in
     order to protect the public interest.

B.   No report, document or other data produced in whole or in part with
     contract funds shall be copyrighted by the Contractor nor shall any notice
     of copyright be registered by the Contractor in connection with any report,
     document or other data developed for the contract.

C.   In no case shall subsections A and B of this section apply to, or prevent
     the Contractor from asserting or protecting its rights in any report,
     document or other data, or any invention which existed prior to or was
     developed or discovered independently from the activities directly related
     to this Agreement.

4.15 INFRINGEMENTS

     The Contractor shall be liable to the Department and hereby agrees to
indemnify and hold the Department harmless for any damage or loss or expense
sustained by the Department from any infringement by the Contractor of any
copyright, trademark or patent rights of design, systems, drawings, graphs,
charts, specifications or printed matter furnished or used by the Contractor in
the performance of this Agreement.

4.16 ANTI-TRUST

The Contractor hereby assigns, sells, and transfers to the City all right, title
and interest in and to any claims and causes of action arising under the
anti-trust laws of the State of New York or of the United States relating to the
particular goods or services purchased or procured by the City under this
Agreement.

ARTICLE 5. TERMINATION

5.1  TERMINATION OF AGREEMENT

A.   The Department and/or City shall have the right to terminate this
     Agreement, in whole or in part:

a.   Under any right to terminate as specified in any section of this Agreement.

b.   Upon the failure of the Contractor to comply with any of the terms and
     conditions of this Agreement.

c.   Upon the Contractor's becoming insolvent.

d.   Upon the commencement under the Bankruptcy Act of any proceeding by or
     against the Contractor, either voluntarily or involuntarily.

e.   Upon the Commissioner's determination, termination is in the best interest
     of the City.

B.   The Department or City shall give the Contractor written notice of any
     termination of this Agreement specifying therein the applicable provisions
     of subsection A of this section and the effective date thereof which shall
     riot be less than ten (10) days from the date the notice is received.

C.   The Contractor shall be entitled to apply to the Department to have this
     Agreement terminated by said Department by reason of any failure in the
     performance of this Agreement (including any failure by the Contractor to
     make progress in the prosecution of work hereunder which

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                                      -10-

<PAGE>

     endangers such performance), if such failure arises out of causes beyond
     the control and without the fault or negligence of the Contractor. Such
     causes may include, but are not restricted to: acts of God or of the public
     enemy; acts of the Government in either its sovereign or contractual
     capacity; fires; floods; epidemics; quarantine restrictions; strikes;
     freight embargoes; or any other cause beyond the reasonable control of the
     Contractor. The determination that such failure arises out of causes beyond
     the control and without the fault or negligence of the Contractor shall be
     made by the Department which agrees to exercise reasonable judgment
     therein. If such a determination is made and the Agreement terminated by
     the Department pursuant to such application by the Contractor, such
     termination shall be deemed to be without cause.

     D.   Upon termination of this Agreement the Contractor shall comply with
          the Department or City close-out procedures, including but not limited
          to:

     a.   Accounting for and refund to the Department or City, within thirty
          (30) days, any unexpended funds which have been paid to the Contractor
          pursuant to this agreement.

     b.   Furnishing within thirty (30) days an inventory to the Department or
          City of all equipment, appurtenances and property purchased through or
          provided under this Agreement carrying out any Department or City
          directive concerning the disposition thereof.

     c.   Not incurring or paying any further obligation pursuant to this
          Agreement beyond the termination date. Any obligation necessarily
          incurred by the Contractor on account of this Agreement prior to
          receipt of notice of termination and falling due after such date shall
          be paid by the Department or City in accordance with the terms of this
          Agreement. In no event shall the word "obligation," as used herein, be
          construed as including any lease agreement, oral or written, entered
          into between the Contractor and its landlord.

     d.   Turn over to the Department or City or its designees all books,
          records, documents and material specifically relating to this
          Agreement.

     e.   Submit, within ninety (90) days, a final statement and report relating
          to this Agreement. The report shall be made by a certified public
          accountant or a licensed public accountant.

     E.   In the event the Department or City shall terminate this Agreement, in
          whole or in part, as provided in paragraphs 1, 2, 3, or 4 of
          subsection A of this section, the Department or City may procure, upon
          such terms and in such manner as deemed appropriate, services similar
          to those so terminated, and the Contractor shall continue the
          performance of this Agreement to the extent not terminated hereby.

     F.   Not withstanding any other provisions of this contract, the Contractor
          shall not be relieved of liability to the City for damages sustained
          by the City by virtue of Contractor's breach of the contract, and .
          the City may withhold payments to the Contractor for the purpose of
          set-off until such time as the exact amount of damages due to the City
          from the Contractor is determined.

     G.   The provisions of the Agreement regarding confidentiality of
          information shall remain in full force and effect following any
          termination.

     H.   The rights and remedies of the City provided in this section shall not
          be exclusive and are in addition to all other rights and remedies
          provided by law or under this Agreement.

ARTICLE 6. MISCELLANEOUS

6.1  CONFLICT OF LAWS

All disputes arising out of this Agreement shall be

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                                      -11-

<PAGE>

interpreted and decided in accordance with the laws of the State of New York.

6.2  GENERAL RELEASE

The acceptance by the Contractor or its assignees of the final payment under
this contract, whether by voucher, judgment of any court of competent
jurisdiction or any other administrative means, shall constitute and operate as
a general release to the City from any and all claims of and liability to the
Contractor arising out of the performance of this contract.

6.3  CLAIMS AND ACTIONS THEREON

A.   No action at law or proceeding in equity against the City or Department
     shall lie or be maintained upon any claim based upon this Agreement or
     arising out of this Agreement or in any way connected with this Agreement
     unless the Contractor shall have strictly complied with all requirements
     relating to the giving of notice and of information with respect to such
     claims, all as herein provided.

B.   No action shall lie or be maintained against the City by Contractor upon
     any claims based upon this Agreement unless such action shall be commenced
     within six (6) months after the date of filing in the Office of the
     Comptroller of the City of the certificate for the final payment hereunder,
     or within six (6) months of the termination or conclusion of this
     Agreement, or within six (6) months after the accrual of the Cause of
     Action, whichever first occurs.

C.   In the event any claim is made or any action brought in any way relating to
     the Agreement herein, the Contractor shall diligently render to the
     Department and/or the City of New York without additional compensation any
     and all assistance which the Department and/or the City of New York may
     require of the Contractor.

D.   The Contractor shall report to the Department in writing within three (3)
     working days of the initiation by or against the Contractor of any legal
     action or proceeding in connection with or relating to this Agreement.

6.4  NO CLAIM AGAINST OFFICERS, AGENTS OR EMPLOYEES

No claim whatsoever shall be made by the Contractor against any officer, agent
or employee of the City for, or on account of, anything done or omitted in
connection with this contract.

6.5  WAIVER

Waiver by the Department of a breach of any provision of this Agreement shall
not be deemed to be a waiver of any other or subsequent breach and shall not be
construed to be a modification of the terms of the Agreement unless and until
the same shall be agreed to in writing by the Department or City as required and
attached to the original Agreement.

6.6  NOTICE

The Contractor and the Department hereby designate the business addresses
hereinabove specified as the places where all notices, directions or
communications from one such party to the other party shall be delivered, or to
which they shall be mailed. Actual delivery of any such notice, direction or
communication to a party at the aforesaid place, or delivery by certified mail
shall be conclusive and deemed to be sufficient service thereof upon such party
as of the date such notice, direction or communication is received by the party.
Such address may be changed at any time by an instrument in writing executed and
acknowledged by the party making such change and delivered to the other party in
the manner as specified above. Nothing in this section shall be deemed to serve
as a waiver of any requirements for the service of notice or process in the
institution of an action or proceeding as provided by law, including the Civil
Practice Law and Rules.

6.7  ALL LEGAL PROVISIONS DEEMED INCLUDED

It is the intent and understanding of the parties to this Agreement that each
and every provision of law required to be inserted in this Agreement shall be
and is inserted herein. Furthermore, it is hereby stipulated that every such
provision is to be deemed

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to be inserted herein, and if, through mistake or
otherwise, any such provision is not inserted, or is not inserted in correct
form, then this Agreement shall forthwith upon the application of either party
be amended by such insertion so as to comply strictly with the law and without
prejudice to the rights of either party hereunder.

6.8  SEVERABILITY

If this Agreement contains any unlawful provision not an essential part of the
Agreement and which shall not appear to have been a controlling or material
inducement to the making thereof, the same shall be deemed of no effect and
shall upon notice by either party, be deemed stricken from the Agreement without
affecting the binding force of the remainder.

6.9  POLITICAL ACTIVITY

There shall be no partisan political activity or any activity to further the
election or defeat of any candidate for public, political or party office as
part of or in connection with this Agreement, nor shall any of the funds
provided under this Agreement be used for such purposes.

6.10 MODIFICATION

This Agreement may be modified by the parties in writing in a manner not
materially affecting the substance hereof. It may not be altered or modified
orally.

A.   CONTRACT CHANGES

Changes may be made to this contract only as duly authorized by the Agency Chief
Contracting Officer of his or her designee. Vendors deviating from the
requirements of an original purchase order or contract without a duly authorized
change order document, or written contract modification or amendment, do so at
their own risk. All such duly authorized changes, modifications and amendments
will be reflected in a written change order and become a part of the original
contract. Contract changes will be made only for work necessary to complete the
work included in the original scope of the contract, and for non-material
changes to the scope of the contract. Changes are not permitted for any material
alteration in the scope of the work. Changes may include any one or more of the
following:

     -    Specification changes to account for design errors or omissions;

     -    changes in contract amount due to authorized additional or omitted
          work. Any such changes require appropriate price and cost analysis to
          determine reasonableness. In addition, except for non-construction
          requirements contracts, all changes that cumulatively exceed the
          greater of ten percent of the original contract amount or $100,000
          shall be approved by the City Chief Procurement Officer;

     -    Extensions of a contract term for good and sufficient cause for a
          cumulative period not to exceed one year from the date of expiration
          of this current contract. Requirements contracts shall be subject to
          this limitation;

     -    Changes in delivery location;

     -    Changes in shipment method; and

     -    Any other change not inconsistent with Section 5-02 of the P.P.B.
          Rules (ed. 9/99), or any successor Rule.

The Contractor may be entitled to a price adjustment for extra work performed
pursuant to a written change order. If any part of the contract work is
necessarily delayed by a change order, the Contractor may be entitled to an
extension of time for performance. Adjustments to price shall be validated for
reasonableness by using appropriate price and cost analysis.

6.11 PARAGRAPH HEADINGS

Paragraph headings are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
contract and in no way affect this contract.

6.12 NO REMOVAL OF RECORDS FROM PREMISES

Where performance of this Agreement involves use by the Contractor of
Departmental papers, files, data or records at Departmental facilities or
offices, the Contractor shall not remove any such papers, files, data or
records, therefrom without the prior

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approval of the Department's designated official.

6.13 INSPECTION AT SITE

The Department shall have the right to have representatives of the Department or
of the City or of the State or Federal governments present at the site of the
engagement to observe the work being performed.

6.14 PRICING

A.   The Contractor shall when ever required during the contract, including but
     not limited to the time of bidding, submit cost or pricing data and
     formally certify that, to the best of its knowledge and belief, the cost or
     pricing date submitted was accurate, complete, and current as of a
     specified date. The Contractor shall be required to keep its submission of
     cost and pricing date current until the contract has been completed.

B.   The price of any change order or contract modification subject to the
     conditions of paragraph A, shall be adjusted to exclude any significant
     sums by which the City finds that such price was based on cost or price
     data furnished by the supplier which was inaccurate, incomplete, or not
     current as of the date agreed upon between the parties.

C.   Time for Certification. The Contractor must certify that the cost or
     pricing data, submitted are accurate, complete and current as of a mutually
     determined date.

D.   Refusal to Submit Data. When any contractor refuses to submit the required
     data to support a price, the Contracting Officer shall not allow the price.

E.   Certificate of Current Cost or Pricing Data. Form of Certificate. In those
     cases when cost of pricing data is required, certification shall be made
     using a certificate substantially similar to the one contained in Chapter 4
     of the PPB rules and such certification shall be retained in the agency
     contract file.

ARTICLE 7. MERGER

This written Agreement contains all the terms and conditions agreed upon by the
parties hereto, and no other agreement, oral or otherwise, regarding the subject
matter of this Agreement shall be deemed to exist or to bind any of the parties
hereto, or to vary any of the terms contained herein.

ARTICLE 8. CONDITIONS PRECEDENT

     This contract shall neither be binding nor effective unless:

A.   Approved by the Mayor pursuant to the provisions of Executive Order No. 42,
     dated October 9, 1975, in the event the Executive Order requires such
     approval; and

B.   Certified by the Mayor (Mayor's Fiscal Committee created pursuant to
     Executive Order No. 43, dated October 14, 1975) that performance thereof
     will be in accordance with the City's financial plan; and

C.   Approved by the New York State Financial Control Board (Board) pursuant to
     the New York State Financial Emergency Act for the City of New York, as
     amended, (the "Act"), in the event regulations of the Board pursuant to the
     Act require such approval.

D.   It has been authorized by the Mayor and the Comptroller shall have endorsed
     his certificate that there remains unexpended and unapplied a balance of
     the appropriation of funds applicable thereto sufficient to pay the
     estimated expense of carrying out this Agreement.

The requirements of this section of the contract shall be in addition to, and
not in lieu of, any approval or authorization otherwise required for this
contract to be effective and for the expenditure of City funds.

ARTICLE 9. PPB RULES

     This contract is subject to the Rules of the

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Procurement Policy Board of the City of New York effective August 1, 1990, as
amended. In the event of a conflict between said Rules and a provision of this
contract, the Rules shall take precedence.

ARTICLE 10. STATE LABOR LAW AND CITY ADMINISTRATIVE CODE

a.   As required by New York State Labor Law Section 220-e:

(a)  That in the hiring of employees for the performance of work under this
     contract or any subcontract hereunder, neither the Contractor,
     Subcontractor, nor any person acting on behalf of such Contractor or
     Subcontractor, shall by reason of race, creed, color, sex or national
     origin discriminate against any citizen of the State of New York who is
     qualified and available to perform the work to which the employment
     relates;

(b)  That neither the Contractor, subcontractor, nor any person on his behalf
     shall, in any manner, discriminate against or intimidate any employee hired
     for the performance of work under this contract on account of race, creed,
     color, sex or national origin;

(c)  That there may be deducted from the amount payable to the Contractor by the
     City under this contract a penalty of five dollars for each person for each
     calendar day during which such person was discriminated against or
     intimidated in violation of the provisions of this contract; and

(d)  That this contract may be canceled or terminated by the City and all monies
     due or to become due hereunder may be forfeited, for a second or any
     subsequent violation of the terms or conditions of this section of the
     contract.

(e)  The aforesaid provisions of this section covering every contract for or on
     behalf of the State or a municipality for the manufacture, sale or
     distribution of materials, equipment or supplies shall be limited to
     operations performed within the territorial limits of the State of New
     York.

b.   As required by New York City Administrative Code Section 6-108:

(a)  It shall be unlawful for any person engaged in the construction, alteration
     or repair of buildings or engaged in the construction or repair of streets
     or highways pursuant to a contract with the City or engaged in the
     manufacture, sale or distribution of materials, equipment or supplies
     pursuant to a contract with the City to refuse to employ or to refuse to
     continue in any employment any person on account of the race, color or
     creed of such person.

(b)  It shall be unlawful for any person or any servant, agent or employee of
     any person, described in subdivision (a) above, to ask, indicate or
     transmit, orally or in writing, directly or indirectly, the race, color,
     creed or religious affiliation of any person employed or seeking employment
     from such person, firm or corporation.

(c)  Disobedience of the foregoing provisions shall be deemed a violation of a
     material provision of this contract.

(d)  Any person, or the employee, manager or owner of or officer of such firm or
     corporation who shall violate any of the provisions of this section shall,
     upon conviction thereof, be punished by a fine of not more than one hundred
     dollars or by imprisonment for not more than thirty days, or both.

ARTICLE 11. FORUM PROVISION

                Choice of Law, Consent to Jurisdiction and Venue

This Contract shall be deemed to be executed in the City of New York, State of
New York, regardless of the, domicile of the Contractor, and shall be governed
by and construed in accordance with the laws of the State of New York.

The parties agree that any and all claims asserted by or against the City
arising under this Contract or related thereto shall be heard and determined
either in the courts of the United States located in New York City ("Federal
Courts") or in the courts of the State of New York ("New York State Courts")
located in the City

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and County of New York. To effect this Agreement and intent,
the Contractor agrees:

(a)  If the City initiates any action against the Contractor in Federal Court or
     in New York State Court, service of process may be made on the Contractor
     either in person, wherever such Contractor may be found, or by registered
     mail addressed to the Contractor at its address as set forth in this
     Contract, or to such other address as the Contractor may provide to the
     City in writing; and

(b)  With respect to any action between the City and the Contractor in New York
     State Court, the Contractor hereby expressly waives and relinquishes any
     rights it might otherwise have (i) to move to dismiss on grounds of forum
     non conveniens; (ii) to remove to Federal Court; and (iii) to move for a
     change of venue to a New York State Court outside New York County.

(c)  With respect to any action between the City and the Contractor in Federal
     Court located in New York City, the Contractor expressly waives and
     relinquishes any right it might otherwise have to move to transfer the
     action to a United States Court outside the City of New York.

(d)  If the Contractor commences any action against the City in a court located
     other than in the City and State of New York, upon request of the City, the
     Contractor shall either consent to a transfer of the action to a court of
     competent jurisdiction located in the City and State of New York or, if the
     court where the action is initially brought will not or cannot transfer the
     action, the Contractor shall consent to dismiss such action without
     prejudice and may thereafter reinstitute the action in a court of competent
     jurisdiction in New York City.

If any provision(s) of this Article is held unenforceable for any reason, each
and all other provision(s) shall nevertheless remain in full force and effect.

ARTICLE 12. EQUAL EMPLOYMENT OPPORTUNITY

This contract is subject to the requirements of Executive Order No. 50 (1980) as
revised ("E.O. 50") and the Rules and Regulations promulgated thereunder. No
contract will be awarded unless and until these requirements have been complied
with in their entirety. By signing this contract, the contractor agrees that it:

a.   will not engage in any unlawful discrimination against any employee or
     applicant for employment because of race, creed, color, national origin,
     sex age, disability, marital status or sexual orientation with respect to
     all employment decisions including, but not limited to, recruitment,
     hiring, upgrading, demotion, downgrading, transfer, training, rates of pay
     or other forms of compensation, layoff, termination, and all other terms
     and conditions of employment;

b.   the contractor agrees that when it subcontracts it will not engage in any
     unlawful discrimination in the selection of subcontractors on the basis of
     the owner's race, color, creed, national origin, sex, age, disability,
     marital status or sexual orientation;

c.   will state in all solicitations or advertisements for employees placed by
     or on behalf of the contractor that all qualified applicants will receive
     consideration for employment without unlawful discrimination based on race,
     creed, color, national origin, sex, age, disability, marital status or
     sexual orientation, or that it is an equal employment opportunity employer;

d.   will send to each labor organization or representative of workers with
     which it has a collective bargaining agreement or other contract or
     memorandum of understanding, written notification of its equal employment
     opportunity commitments under E. O. 50 and the rules and regulations
     promulgated thereunder; and

e.   will furnish all information and reports including an Employment Report
     before the award of the contract which are required by E. O. 50, the rules
     and regulations promulgated thereunder, and orders of the Director of the
     Bureau of Labor Services

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     ("Bureau"), and will permit access to its books, records and accounts by
     the Bureau for the purposes of investigation to ascertain compliance with
     such rules, regulations, and orders.

The contractor understands that in the even of its noncompliance with
nondiscrimination clauses of this contract or with any of such rules,
regulations, or orders, such noncompliance shall constitute a material breach of
the contract and noncompliance with the E.O.50 and the rules and regulations
promulgated thereunder. After a hearing held pursuant to the rules of the
Bureau, the Director may direct the imposition by the contracting agency held of
any or all of the following sanctions:

(i)  disapproval of the contractor;

(ii) suspension or termination of the contract;

(iii) declaring the contractor in default; or

(iv) in lieu of any of the foregoing sanctions, the Director may impose an
     employment program.

The Director of the Bureau may recommend to the contracting agency head that a
Board of Responsibility be convened for purposes of declaring a contractor who
has repeatedly failed to comply with E.O. 50 and the rule and regulations
promulgated thereunder to be nonresponsible.

     The contractor agrees to include the provisions of the foregoing paragraphs
in every subcontract or purchase order in excess of $50,000 to which it becomes
a party unless exempted by E.O. 50 and the rules and regulations promulgated
thereunder, so that such provisions will be binding upon each subcontractor or
vendor. The contractor will take such action with respect to any subcontract or
purchase order as may be directed by the Director of the Bureau of Labor
Services as a means of enforcing such provisions, including sanctions for
noncompliance.

     The contractor further agrees that it will refrain from entering into any
contract or contract modification subject to E.O. 50 and the rules and
regulations promulgated thereunder with a subcontractor who is not in compliance
with the requirements of E.O. 50 and the rules and regulations promulgated
thereunder.

ARTICLE 13. NO DAMAGE FOR DELAY

The Contractor agrees to make no claim for damages for delay in the performance
of this Contract occasioned by any act or omission to act of the City or any of
its representatives, and agrees that any such claim shall be fully compensated
for by an extension of time to complete performance of the work as provided
herein.

ARTICLE 14. CONSULTANT REPORT INFORMATION

A copy of each consultant report submitted by a consultant to any City official
or to any officer, employee, agent or representative of a City department,
agency, commission or body or to any corporation, association or entity whose
expenses are paid in whole or in part from the City treasury shall be furnished
to the Commissioner of the department to which such report was submitted or, if
not a City department, then to the chief controlling officer or officers of such
other office or entity. A copy of such report shall also be furnished to the
Director of the Mayor's Office of Construction for matters related to
construction or to the Director of the Mayor's Office of Operations for all
other matters.

ARTICLE 15. RESOLUTION OF DISPUTES

15.1 All disputes between the City and the Contractor of the kind delineated in
this section that arise under, or by virtue of, this Contract shall be finally
resolved in accordance with the provisions of this section and Section 5-11 of
the Rules of the Procurement Policy Board ("PPB Rules"). The procedure for
resolving all disputes of the kind delineated herein shall be the exclusive
means of resolving any such disputes.

     (a) This section shall not apply to disputes concerning matters dealt with
in other sections of the PPB Rules or to disputes involving patents, copyrights,
trademarks, or trade secrets (as interpreted by the courts of New York State)
relating to proprietary rights in computer software.

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(b) For construction and construction-related services this section shall apply
only to disputes about the scope of work delineated by the Contract, the
interpretation of Contract Documents, the amount to be paid for extra work or
disputed work performed in connection with the Contract, the conformity of the
Contractor's work to the Contract, and the acceptability and quality of the
Contractor's work; such disputes arise when the Engineer makes a determination
with which the Contractor disagrees.

15.2 All determinations required by this section shall be made in writing,
clearly stated, with a reasoned explanation for the determination based on the
information and evidence presented to the party making the determination.
Failure to make such determination within the time period required by this
section shall be deemed a non-determination without prejudice that will allow
appeal to the next level.

15.3 During such time as any dispute is being presented, heard, and considered
pursuant to this section, the contract terms shall remain in full force and
effect and the Contractor shall continue to perform work in accordance with the
Contract and as directed by the Agency Chief Contracting Officer or Engineer.
Failure of the Contractor to continue the work as directed shall constitute a
waiver by the Contractor of any and all claims being presented pursuant to this
section and a material breach of Contract.

15.4 Presentation of Dispute to Agency Head.

A. Notice of Dispute and Agency Response. The Contractor shall present its
dispute in writing ("Notice of Dispute") to the Agency Head within the time
specified herein or, if no time is specified, within thirty (30) days of
receiving notice of the determination or action that is the subject of the
dispute. This notice requirement shall not be read to replace any other notice
requirements contained in the Contract. The Notice of Dispute shall include all
the facts, evidence, documents, or other basis upon which the Contractor relies
in support of its position, as well as a detailed computation demonstrating how
any amount of money claimed by the Contractor in the dispute was arrived at.
Within thirty (30) days after receipt of the detailed written submission, the
Agency Chief Contracting Officer or, in the case of construction or
construction-related services, the Engineer shall submit to the Agency Head all
materials he or she deems pertinent to the dispute. Following initial
submissions to the Agency Head, either party may demand of the other the
production of any document or other material the demanding party believes may be
relevant to the dispute. The requested party shall produce all relevant
materials that are not otherwise protected by a legal privilege recognized by
the courts of New York State. Any question of relevancy shall be determined by
the Agency Head whose decision shall be final. Willful failure of the Contractor
to produce any requested material whose relevancy the Contractor has not
disputed, or whose relevancy has been affirmatively determined, shall constitute
a waiver by the Contractor of its claim.

B. Agency Head Inquiry. The Agency Head shall examine the material and may, in
his or her discretion, convene an informal conference with the Contractor and
the Agency Chief Contracting Officer and, in the case of construction or
construction-related services, the Engineer to resolve the issue by mutual
consent prior to reaching a determination. The Agency Head may seek such
technical or other expertise as he or she shall deem appropriate, including the
use of neutral mediators, and require any such additional material from either
or both parties as he or she deems fit. The Agency Head's ability to render, and
the effect of, a decision hereunder shall not be impaired by any negotiations in
connection with the, dispute presented, whether or not the Agency Head
participated therein. The Agency Head may or, at the request of any party to the
dispute, shall compel the participation of any other contractor with a contract
related to the work of this Contract, and that contractor shall be bound by the
decision of the Agency Head. Any contractor thus brought into the dispute
resolution proceeding shall have the same rights to make presentations and to
seek review as the Contractor


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initiating the dispute.

C. Agency Head Determination. Within thirty (30) days after the receipt of all
materials and information, or such longer time as may be agreed to by the
parties, the Agency Head shall make his or her determination and shall deliver
or send a copy of such determination to the Contractor and Agency Chief
Contracting Officer and, in the case of construction or construction-related
services, the Engineer, together with a statement concerning how the decision
may be appealed.

D. Finality of Agency Head Decision. The Agency Head's decision shall be final
and binding on all parties, unless presented to the Contract Dispute Resolution
Board pursuant to this section. The City may not take a petition to the Contract
Dispute Resolution Board. However, should the Contractor take such a petition,
the City may seek, and the Board may render, a determination less favorable to
the Contractor and more favorable to the City than the decision of the Agency
Head.

15.5 Presentation of Dispute to the Comptroller. Before any dispute may be
brought by the Contractor to the Contract Dispute Resolution Board, the
Contractor must first present its claim to the comptroller for his or her
review, investigation, and possible adjustment.

A. Time, Form, and Content of Notice. Within thirty (30) days of its receipt of
a decision by the Agency Head, the Contractor shall submit to the Comptroller
and to the Agency Head a Notice of Claim regarding its dispute with the Agency.
The Notice of Claim shall consist of (i) a brief written statement of the
substance of the dispute, the amount of money, if any, claimed and the reason(s)
the Contractor contends the dispute was wrongly decided by the Agency Head; (ii)
a copy of the written decision of the Agency Head, and (iii) a copy of all
materials submitted by the Contractor to the Agency, including the Notice of
Dispute. The Contractor may not present to the Comptroller any material not
presented to the Agency Head, except at-the request of the Comptroller.

B. Agency Response. Within thirty (30) days of receipt of the Notice of Claim,
the Agency shall make available to the Comptroller a copy of all material
submitted by the Agency to the Agency Head in connection with the dispute. The
Agency may not present to the Comptroller any material not presented to the
Agency Head except at the request of the Comptroller.

C. Comptroller Investigation. The Comptroller may investigate the claim in
dispute and, in the course of such investigation, may exercise all powers
provided in sections 7-201 and 7-203 of the New York City Administrative Code.
In addition, the Comptroller may demand of either party, and such party shall
provide, whatever additional material the Comptroller deems pertinent to the
claim, including original business records of the Contractor. Willful failure of
the Contractor to produce within fifteen (15) days any material requested by the
Comptroller shall constitute a waiver by the Contractor of its claim. The
Comptroller may also schedule an informal conference to be attended by the
Contractor, Agency representatives, and any other personnel desired by the
Comptroller.

D. Opportunity of Comptroller to Compromise or Adjust Claim. The Comptroller
shall have forty-five (45) days from his or her receipt of all materials
referred to in 5. (C) to investigate the disputed claim. The period for
investigation and compromise may be further extended by agreement between the
Contractor and . the Comptroller, to a maximum of ninety (90) days from the
Comptroller's receipt of all the materials. The Contractor may not present its
petition to the Contract Dispute Resolution Board until the period for
investigation and compromise delineated in this paragraph has expired. In
compromising or adjusting any claim hereunder, the Comptroller may not revise or
disregard the terms of the Contract between the parties.

15.6 Contract Dispute Resolution Board. There shall be a Contract Dispute
Resolution Board composed of:


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(a) the chief administrative law judge of the Office of Administrative Trials
and Hearings ("OATH") or his/her designated OATH administrative law judge, who
shall act as chairperson, and may adopt operational procedures and issue such
orders consistent with this section as may be necessary in the execution of the
Contract Dispute Resolution Board's functions, including, but not limited to,
granting extensions of time to present or respond to submissions;

(b) the City Chief Procurement Officer or a designee; or in the case of disputes
involving construction, the Director of the Office of Construction or his/her
designee; any designee shall have the requisite background to consider and
resolve the merits of the dispute and shall not have participated personally and
substantially in the particular matter that is the subject of the dispute or
report to anyone who so participated, and

(c) a neutral person with appropriate expertise. This person shall be selected
by the presiding administrative law judge from a prequalified panel of
individuals, established and administered by OATH, with appropriate background
to act as decision-makers in a dispute. Such individuals may not have a contract
or dispute with the City or be an officer or employee of any company or
organization that does, or regularly represents persons. companies, or
organizations having disputes with the City.

15.7 Petition to Contract Dispute Resolution Board. In the event the claim has
not been settled or adjusted by the Comptroller within the period provided in
this section, the Contractor, within thirty (30) days thereafter, may petition
the Contract Dispute Resolution Board to review the Agency Head determination.

A. Form and Content of Petition by Contractor. The Contractor shall present its
dispute to the Contract Dispute Resolution Board in the form of a Petition,
which shall include (i) a brief written statement of the substance of the
dispute, the amount of money, if any, claimed and the reason(s) the Contractor
contends that the dispute was wrongly decided by the Agency Head; (ii) a copy of
the written decision of the Agency Head; (iii) copies of all materials submitted
by the Contractor to the Agency; (iv) a copy of the written decision of the
Comptroller, if any, and (v) copies of all correspondence with, or written
material submitted by the Contractor to, the Comptroller's Office. The
Contractor shall concurrently submit four complete sets of the Petition: one to
the Corporation Counsel (Attn: Commercial and Real Estate Litigation Division),
and three to the Contract Dispute Resolution Board at OATH's offices with proof
of service on the Corporation Counsel. In addition, the supplier shall submit a
copy of the statement of the substance of the dispute, cited in (i) above to
both the Agency Head and the Comptroller.

B. Agency Response. Within thirty (30) days of its receipt of the Petition by
the Corporation Counsel, the Agency shall respond to the brief written statement
of the Contractor and make available to the Board at OATH's offices and one to
the Contractor all material it submitted to the Agency Head and Comptroller.
Extensions of time for submittal of the agency response shall be given as
necessary upon a showing of good cause or, upon the consent of the parties, for
an initial period of up to thirty (30) days.

C. Further Proceedings. The Board shall permit the Contractor to present its
case by the submission of memoranda, briefs, and oral argument. The Board shall
also permit the Agency to present its case in response to the Contractor by the
submission of memoranda, briefs, and oral argument. If requested by the
Corporation Counsel, the Comptroller shall provide reasonable assistance in the
preparation of the Agency's case. Neither the Contractor nor the Agency may
support its case with any documentation or other material that was not
considered by the Comptroller, unless requested by the Board. The Board, at its
discretion, may seek such technical or other expertise as it shall deem
appropriate and may seek, on its own or upon application of a party,


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any such additional material from any party as it deems fit. The Board, in its
discretion, may combine more than one dispute between the parties of concurrent
resolution.

D. Contract Dispute Resolution Board Determination. Within forty-five (45) days
of the conclusion of all written submissions and oral arguments, the Board shall
render a written decision resolving the dispute. In an unusually complex case,
the Board may render its decision in a longer period of time, not to exceed
ninety (90) days, and shall so advise the parties at the commencement of this
period. The Board's decision must be consistent with the terms of the Contract.
In reaching its decision, the Board shall accord no precedential significance to
prior decisions of the Board involving other non-related contracts.

E. Notification of Contract Dispute Resolution Board Decision. The Board shall
send a copy of its decision to the Contractor, the Agency Chief Contracting
Officer, the Corporation Counsel, the Comptroller, and in the case of
construction or construction-related services, the Engineer. A decision in favor
of the Contractor shall be subject to the prompt payment provisions of the PPB
Rules. The Required Payment Day shall be thirty (30) days after the date the
parties are formally notified of the Board's decision.

F. Finality of Contract Dispute Resolution Board Decision. The Board's decision
shall be final and binding on all parties. Any party may seek review of the
Board's decision solely in the form of a challenge, made within four (4) months
of the date of the Board's decision, in a court of competent jurisdiction of the
State of New York, County of New York, pursuant to Article 78 of the Civil
Practice Law and Rules. Such review by the court shall be limited to the
question of whether or not the Board's decision was made in violation of lawful
procedure, was affected by an error of law, or was arbitrary and capricious or
an abuse of discretion. No evidence or information shall be introduced or relied
upon in such proceeding that was not presented to the Board in accordance with
Section 5-11 of the PPB Rules.

15.8 Any termination, cancellation, or alleged breach of the Contract prior to
or during the pendency of any proceedings pursuant to this section shall not
affect or impair the ability of the Agency Head or Contract Dispute Resolution
Board to make a binding and final decision pursuant to this section.

ARTICLE 16. PROMPT PAYMENT

The Prompt Payment provisions set forth in Chapter 5, Section 5-07 of the
Procurement Policy Board Rules in effect at the time for this solicitation will
be applicable to payments made under this contract. The provisions require the
payment to the contractors of interest on payments made after the required
payment date except as set forth in subdivisions c(3) and d(2), (3), (4) and (5)
of Section 5-07 of the Rules.

The contractor must submit a proper invoice to receive payment, except where the
contract provides that the contractor will be paid at predetermined intervals
without having to submit an invoice for each scheduled payment.

Determinations of interest due will. be made in accordance with the provisions
of the Procurement Policy Board Rules and General Municipal Law Section 3-a.

ARTICLE 17. MACBRIDE PRINCIPLES PROVISIONS FOR NEW YORK CITY CONTRACTORS

ARTICLE I. MACBRIDE PRINCIPLES NOTICE TO ALL PROSPECTIVE CONTRACTORS

     Local Law No. 34 of 1991 became effective on September 10, 1991 and added
section 6-115.1 to the Administrative Code of the City of New York. The local
law provides for certain restrictions on City contracts to express the
opposition of the people of the City of New York to employment discrimination
practices in Northern Ireland and to encourage companies doing business in
Northern Ireland to promote freedom of


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workplace opportunity.

     Pursuant to Section 6-115.1, prospective contractors for contracts to
provide goods or services involving an expenditure of an amount greater than ten
thousand dollars, or for construction involving an amount greater than fifteen
thousand dollars, are asked to sign a rider in which they covenant and
represent, as a material condition of their contract, that any business in
Northern Ireland operations conducted by the contractor and any individual or
legal entity in which the contractor holds a ten percent or greater ownership
interest and any individual or legal entity that holds a ten percent or greater
ownership interest in the contractor will be conducted in accordance with the
MacBride Principles of nondiscrimination in employment.

     Prospective contractors are not required to agree to these conditions.
However, in the case of contracts let by competitive sealed bidding, whenever
the lowest responsible bidder has not agreed to stipulate to the conditions set
forth in this notice and another bidder who has agreed to stipulate to such
conditions has submitted a bid within five percent of the lowest responsible bid
for a contract to supply goods, services or construction of comparable quality,
the contracting entity shall refer such bids to the Mayor, the Speaker or other
officials, as appropriate, who may determine, in accordance with applicable law
and rules, that it is in the best interest of the city that the contract be
awarded to other than the lowest responsible bidder pursuant to Section
313(b)(2) of the City Charter.

     In the case of contracts let by other than competitive sealed bidding, if a
prospective contractor does not agree to these conditions, no agency, elected
official or the Council shall award the contract to that bidder unless the
entity seeking to use the goods, services or construction certifies in writing
that the contract is necessary for the entity to perform its functions and there
is no other responsible contractor who will supply goods, services or
construction of comparable quality at a comparable price.

                                     PART A

     In accordance with section 6-115.1 of the Administrative Code of the City
of New York, the contractor stipulates that such contractor and any individual
or legal entity in which the contractor holds a ten percent or greater ownership
interest and any individual or legal entity that holds a ten percent or greater
ownership interest in the contractor either (a) have no business operations in
Northern Ireland, or (b) shall take lawful steps in good faith to conduct any
business operations they have in Northern Ireland in accordance with the
MacBride Principles, and shall permit independent monitoring of their compliance
with such principles.

                                     PART B

For purposes of this section, the following terms shall have the following
meanings:

     1. "MacBride Principles" shall mean those principles relating to
nondiscrimination in employment and freedom of workplace opportunity which
require employers doing business in Northern Ireland to:

          a. increase the representation of individuals from under represented
          religious groups in the work force, including managerial, supervisory,
          administrative, clerical and technical jobs;

          b. take steps to promote adequate security for the protection of
          employees from under represented religious groups both at the
          workplace and while traveling to and from work;

          c. ban provocative religious or political emblems from the workplace;

          d. publicly advertise all job openings and make special recruitment
          efforts to attract applicants from under represented religious groups;

          e. establish layoff, recall and termination procedures which do not
          in practice favor a particular religious group;

          f. abolish all job reservations, apprenticeship restrictions and
          different employment criteria which discriminate on the basis of
          religion;


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          g. develop training programs that will prepare substantial numbers of
          current employees from under represented religious groups for skilled
          jobs, including the expansion of existing programs and the creation of
          new programs to train, upgrade and improve the skills of workers from
          under represented religious groups;

          h. establish procedures to assess, identify and actively recruit
          employees from under represented religious groups with potential for
          further advancement; and

          i. appoint a senior management staff member to oversee affirmative
          action efforts and develop a timetable to ensure their full
          implementation.

                                   ARTICLE II.

                            ENFORCEMENT OF ARTICLE I.

The contractor agrees that the covenants and representation in Article I above
are material conditions to this contract. In the event the contracting entity
receives information that the contractor who made the stipulation required by
this section is in violation thereof, the contracting entity shall review such
information and give the contractor an opportunity to respond. If the
contracting entity finds that a violation has occurred, the entity shall have
the right to declare the contractor in default and/or terminate this contract
for cause and procure the supplies, services or work from another source in any
manner the entity deems proper. In the event of such termination, the contractor
shall pay to the entity, or the entity in its sole discretion may withhold from
any amounts otherwise payable to the contractor, the difference between the
contract price for the uncompleted portion of this contract and the cost to the
contracting entity of completing performance of this contract either itself or
by engaging another contractor or contractors. In the case of a requirements
contract, the contractor shall be liable for such difference in price for the
entire amount of supplies required by the contracting entity for the uncompleted
term of its contract. In the case of a construction contract, the contracting
entity shall also have the right to hold the contractor in partial or total
default in accordance with the default provisions of this contract, and/or may
seek debarment or suspension of the contractor. The rights and remedies of the
entity hereunder shall be in addition to, and not in lieu of, any rights and
remedies the entity has pursuant to this contract or by operation of law.


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