EXHIBIT 10.9


                            GO2Pharmacy.com Agreement

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


This Ancillary Services Agreement (the "Agreement") is entered into as of March
23, 2000 between CarePlus, LLC d/b/a CarePlus Health Plan, ("CarePlus Health
Plan"), a limited liability company certified as a Prepaid Health Services Plan
under the laws of the State of New York, located at 3 West 35th Street, New
York, New York 10001 and GO2Pharmacy.com, a Delaware Corporation, located at
7227 Clintmoore Road, Boca Raton, FL 33496 (the "Participating Provider").

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

         1. Definitions. As used in this Agreement, the following terms shall
have the indicated meanings:

                  1.1. "Emergency Services" shall mean a medical or behavioral
condition, the onset of which is sudden, that manifests itself by symptoms of
sufficient severity, and including severe pain, that a prudent layperson,
possessing an average knowledge of medicine and health, could reasonably expect
the absence of immediate medical attention to result in: (1) placing the health
of the person afflicted with such condition in serious jeopardy, or in the case
of a behavioral condition, placing the health of the person or others in serious
jeopardy; or (2)serious impairment to such person's bodily functions; or (3)
serious dysfunction of any bodily organ or part of such person; (4) serious
disfigurement of such person.

                  1.2. "Enrollee" shall mean any person enrolled in CarePlus
Health Plan under a governmental contract or otherwise for any of the
appropriate counties or political subdivisions in the State of New York.

                  1.3. "Governmental Contract" shall mean a contract between
CarePlus Health Plan and any appropriate county or other political subdivision
of the State of New York or Federal government, as the case may be, depending on
the location of contracted Provider, under which services covered by a
government program is required to be provided to enrollees in return for
payments to CarePlus Health Plan.

                  1.4. "Health Care Professional" means physicians, dentists,
podiatrists, optometrists, ophthalmic dispensers, nurses, pharmacists,
pharmacies, and other health care providers and facilities, engaged in the
delivery of Health Care Services who are licensed and/or certified as required
by applicable state and/or federal law.

                  1.5. "Health Care Services" shall mean such hospital, medical
and other health care benefits covered under CarePlus Health Plan.

                  1.6. "Hospital Entity" shall mean a Hospital Entity that shall
provide Hospital Services to Enrollees pursuant to the terms and conditions of
this Agreement and that are licensed as hospitals under applicable New York law
and accredited by the Joint Commission on Accreditation of Health Care
Organizations ("JCAHO").

                  1.7. "Hospital Services" shall mean those Health Care Services
which the Hospital Entity will be obligated to provide to Enrollees pursuant to
the terms of their Agreement.

         1.8. "Medical Director" shall refer to the CarePlus Health Plan Medical
Director.

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                  1.9. "Medically Necessary" or "Medical Necessity" shall refer
to those Health Care Services that are necessary to prevent, diagnose, correct
or cure conditions in a person that cause acute suffering, endanger life, result
in illness or infirmity, interfere with such person's capacity for normal
activity, or threaten some significant handicap, as determined in accordance
with professional standards accepted in Physician's medical community. In the
event of a disagreement as to the Medical Necessity of a particular Health Care
Service, the Medical Director shall make the final determination of whether it
is Medically Necessary, subject to CarePlus Health Plan's grievance procedures,
Provider/Hospital Manual and compliance with any applicable governmental
contract.

                  1.10. "Participating Pharmacies" shall mean those pharmacies
that contract with CarePlus to provide Provider Services to Enrollees.

                  1.11. "Participating Provider" shall mean GO2Pharmacy.com
which shall act as the exclusive provider of pharmacy benefit management
services to CarePlus Enrollees.

                  1.12. "Pharmacy Services" shall mean a Covered Prescription
Drug or other service provided to Enrollees pursuant to the terms of this
Agreement.

                  1.13. "Standard Clauses" refers to the New York State
Department of Health's standard clauses which are required and incorporated by
reference herein by Exhibit "A".

                  1.14. "Subscriber Contract" shall refer to the Medicaid
Certificate of Coverage, or other individual subscriber agreement, covering a
particular Enrollee.

         2. Responsibilities of Provider.

                  2.1. Provision of Pharmacy Services. Participating Provider
agrees to render Pharmacy Services to Enrollees pursuant to the terms and
conditions set forth in this Agreement, applicable governmental contract(s),
CarePlus' Provider Manual, any Payor and/or Payment Agreements, Subscriber
Contracts, and all other rules, policies and protocols implemented thereunder
and to comply with all applicable federal, state and local laws.

                  2.2.  Standards for Provision of Services.

                           3.1. Qualifications. The Participating Provider
assures that each of its Participating Pharmacies who shall render Pharmacy
Services pursuant to this Agreement shall: (a) hold current and unrestricted
applicable professional licenses or certifications from, or licenses or
certifications recognized by, the licensing authorities of the State of New
York; and (b) meet such other credentialing requirements and conditions as
CarePlus Health Plan may from time to time establish. The Participating Provider
agrees to notify CarePlus Health Plan immediately, but in any event within ten
(10) days, upon (i) any action which results in suspension or limitation of the
Participating Provider's, or its professional employees', license or
certification; (ii) any malpractice or professional liability action against the
Participating Provider that is adversely concluded by settlement or judgment;
(iii) any action which results in the loss or restriction of a Participating
Provider's DEA permit; (v) any action against the Participating Provider to
exclude or suspend its participation in the Medicare and/or Medicaid programs or
any other Payor programs; (vi) any lapse in Participating Provider's
professional liability insurance or reduction below the limits required herein;
or (vii) any elimination of or significant reduction in the scope of Pharmacy
Services provided by Participating Provider. Participating Provider further
agrees to provide CarePlus Health Plan with full authority to obtain information
and reports from other providers and facilities, insurance companies, and other
third parties as reasonably required.

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                           2.2.2. CarePlus' Policies and Procedures.
Participating Provider agrees to comply with CarePlus Health Plan's rules,
policies and procedures that have been established or will be established and
has provided to the provider at least thirty (30) days in advance of
implementation including: quality improvement/management; utilization
management, including but not limited to, precertification procedures, referral
process or protocols, and reporting of clinical data; member grievances;
provider credentialing.

                  2.3. Incorporation of Governmental Contracts.

                           A) Where services are provided to Enrollees under a
Medicaid, Medicare or other agreement, Participating Provider agrees to be bound
by the provisions contained therein as may be amended from time to time. All of
the terms and conditions of such governmental agreements are incorporated herein
and made a part hereof by this reference. In the event that the provisions of
this agreement are inconsistent with the provisions of a governmental agreement,
the provisions of the governmental agreement shall govern.

                           B) The obligations and duties performed by
Participating Provider shall be consistent with those governmental agreements,
where applicable. Nothing contained herein shall impair the rights of OMMC, HRA,
SDSS, SDOH, or DHHS. Nothing contained in this Agreement shall create any
contractual relationship between Participating Provider and OMMC or HRA, as
well.

                           C) Except as otherwise provided in applicable
sections of this Agreement and the Medicaid Contract, Participating Provider
agrees to provide the Medicaid Benefits Package to all Enrollees in the same
manner, in accordance with the same standards, and with the same priority as
Enrollees of CarePlus Health Plan under any other agreement.

                  2.4. Non-Discriminatory Access and Treatment. Participating
Provider shall not unlawfully differentiate or discriminate in the treatment of
Enrollees or in the quality of Pharmacy Services delivered to Enrollees on the
basis of race, color, creed, sex, religion, age, marital status, veteran status,
national origin, disability, legally defined handicap, sexual orientation or
source of payment.

                  2.5. Additional Compliance. Notwithstanding any other
provisions in this contract, Participating Provider remains responsible for: (1)
ensuring that any service provided pursuant to this contract complies with all
pertinent provisions of Federal, State, and local statutes, rules and
regulations; (2) ensuring the quality of all services provided; and (3) ensuring
adherence to the plan of care established for patients.

                  2.6. Employees to be Bound. Participating Provider shall
ensure that each of its professional employees will be bound by the terms of
this Agreement, where applicable.

                  2.7. Managed Care Programs. CarePlus Health Plan plans to
participate in various types of Programs, government contracts and enter into
corresponding Payor and Subscriber Agreements. Participating Provider agrees to
participate in all of the Programs described in the Exhibits annexed hereto and
made a part hereof. The terms of any Program and corresponding Payor Agreements
shall be consistent with the terms of this Agreement except as identified in the
applicable Exhibit. To the extent that there is a conflict between the Agreement
and an Exhibit, the Exhibit shall prevail.

         3. Responsibilities of CarePlus Health Plan.

                  3.1. Administrative and Other Services. CarePlus Health Plan
shall provide, or arrange for the provision of administrative, management and
other services necessary to operate CarePlus Health Plan, including but not
limited to: financial and claims payments services, marketing, data processing

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services, quality assurance and utilization review.

                  3.2. Medical Directors. CarePlus Health Plan shall provide the
services of one (l) or more Physicians, to serve as Medical Director(s) for
CarePlus Health Plan, as necessary for the proper administration of CarePlus
Health Plan and general coordination of CarePlus Health Plan's medical care
delivery system. The responsibilities of the Medical Director(s) shall include:
general coordination of CarePlus Health Plan's medical care delivery system
including coordination with Hospital Entity's Medical Director, appropriate
professional medical staffing of CarePlus Health Plan, design and review of
quality assurance protocols and utilization control procedures for CarePlus
Health Plan, and implementation of quality assurance and utilization management
programs and continuing education requirements as may be required for
Participating Provider.

         4. Financial Relationship.

                  4.1. Billing/Payment. Participating Provider's compensation
shall be determined in accordance with the compensation arrangement set forth in
Exhibit C attached hereto.

         5. Records and Reports.

                  5.1. Participating Provider shall maintain medical records
relating to the provision of Pharmacy Services to Enrollees, in such form and
containing such information as required by CarePlus and applicable New York law.
Additionally, the parties agree that all Enrollees' medical records shall be
treated as confidential so as to comply with all federal and state laws
regarding the confidentiality of patient records. Consent for disclosure of
medical records from Enrollees is obtained by CarePlus Health Plan upon
enrollment.

                  5.2. Participating Provider shall provide such medical,
financial and administrative information to CarePlus Health Plan as may be
necessary for compliance by CarePlus Health Plan with federal or New York law,
as well as for administration and management of CarePlus Health Plan.

         6. Complaints and Grievance Procedures. Participating Provider agrees
to cooperate with CarePlus Health Plan in resolving any Enrollee complaints or
grievances that may arise relating to the provision of Pharmacy Services to
Enrollees. CarePlus Health Plan and Participating Provider agree that any
complaints received by CarePlus Health Plan or Provider with respect to the
provision of Pharmacy Services ultimately shall be resolved in accordance with
CarePlus Health Plan's Grievance Procedures. Notwithstanding the above,
malpractice claims by Enrollees shall not be subject to these Grievance
Procedures.

         7. Use of Names. (A) Participating Provider agrees that CarePlus Health
Plan may use Participating Provider's name, address, telephone number, a
description of services rendered by Participating Provider and a description of
specialty services, as appropriate and necessary in all advertising and
marketing of CarePlus Health Plan provided that such advertising shall be done
in accordance with federal and state laws and regulations. Participating
Provider agrees to use the name of "CarePlus Health Plan" only to denote
Participating Provider's participation in CarePlus Health Plan and otherwise
only with the prior written consent of CarePlus Health Plan.

                  (B) Participating Provider agrees to cooperate with CarePlus
Health Plan as may be necessary to enable CarePlus Health Plan to obtain
accreditation from the National Committee for Quality Assurance or any similar
organization.

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         8. Insurance.

                  8.1 CarePlus Health Plan Insurance. CarePlus Health Plan, at
its sole cost and expense, shall maintain policies of comprehensive general
liability insurance, including professional liability and other insurance of the
types and in amounts customarily carried by PHSPs, and upon licensing, HMO's,
with respect to their operations. Such policies shall be for not less than $1
million per occurrence and $3 million in the aggregate for personal injuries,
and not less than $500,000 property damage, and shall provide for thirty (30)
day cancellation notification to Participating Provider. CarePlus Health Plan
shall, upon request, provide Participating Provider with certificates with
respect to said policies and any renewals or replacements thereof and shall
arrange with its insurance carrier(s) to notify Participating Provider in the
event of any change in the status of such coverages.

                  8.2 Participating Provider Insurance. Participating Provider,
at its sole cost and expense, shall maintain policies of comprehensive
professional liability insurance and other insurance of the types customarily
carried by Participating Providers which are similarly situated. Such policies
shall be for not less than $1 million per occurrence and $3 million in the
aggregate for personal injuries, and for $500,000 for property damage, and shall
provide for thirty (30) day cancellation notification to CarePlus Health Plan
and shall be effective on or before the Effective Date. Such policies shall
provide coverage for claims which are incurred during the term of this Agreement
but which are asserted after termination of this Agreement. Participating
Provider shall upon request, provide CarePlus Health Plan with certificates with
respect to said policies and any renewals or replacements thereof and shall
arrange with its insurance carrier(s) to notify CarePlus Health Plan in the
event of any change in the status of such coverages. Participating Provider
shall require that its professional employees be covered by professional
liability insurance and other insurance as shall be necessary, as well.

                  8.3. Hold Harmless (a) CarePlus Health Plan agrees to
indemnify and hold Participating Provider, his/her employees, and agents free
and harmless against any and all claims (cost and expenses) which may arise out
of and/or be incurred in connection with any negligence or otherwise arising as
a result of any action or inaction caused by CarePlus Health Plan or any its
personnel, in the performance or omission of any act or responsibility assumed
or deemed to have been assumed by CarePlus Health Plan, pursuant to this
Agreement.

                  (b) Participating Provider agrees to indemnify and hold
CarePlus Health Plan, its officers, directors, employees, and agents free and
harmless against any and all claims (cost and expenses) which may arise out of
and/or be incurred in connection with any malpractice or negligence or otherwise
arising as a result of any action or inaction caused by Participating Provider,
his/her employees, and agents, in the performance or omission of any act or
responsibility assumed or deemed to have been assumed by Participating Provider,
pursuant to this Agreement.

         9. Term and Termination.

                  9.1. Term of Agreement. This Agreement shall commence on the
date first set forth above. Subject to earlier termination as provided in
Section 9.2 below, this Agreement shall continue in effect for a period of five
(5) years from the Effective Date and thereafter shall be renewed automatically
for successive one (1) year terms, unless either party gives the other written
notice of its intent not to renew this Agreement at least ninety (90) days prior
to the expiration of the then current term.

                  9.2 Termination of Agreement. Notwithstanding the foregoing,
this Agreement may be terminated as follows:

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                           9.2.1. Termination Without Cause. Either party hereto
may terminate this Agreement at any time upon the provision of ninety (90) days
written notice to the other party.

                           9.2.2. Termination for Cause. This Agreement may be
terminated for cause only on the following grounds:

                                    9.2.2.1 CarePlus Health Plan shall have the
right to terminate this Agreement immediately upon notice in the event that
Participating Provider (1) ceases to be duly licensed (if applicable) under New
York law; (2) fails to maintain the insurance coverages required by either
Section 8.2 or 8.3. above, or; (3) is terminated or suspended from the Medicare
or Medicaid Program.

                                    9.2.2.2.CarePlus Health Plan shall have the
right to terminate this Agreement upon thirty (30) days written notice of a
material breach of this Agreement including Participating Provider's failure to
abide by the quality assurance or utilization review programs as required
hereunder provided such breach is not cured during such period.

                                    9.2.2.3.Either party shall have the right to
terminate this Agreement upon thirty (30) days written notice to the other party
in the event that the other party applies for or consents to the appointment of
a liquidator of itself or of all or a substantial part of its assets, or if a
judgment or decree shall be entered by a court of competent jurisdiction, on the
application of a creditor, adjudicating said other party a bankrupt or insolvent
or approving a petition seeking reorganization of said other party or of all or
a substantial part of its assets and that judgment or decree continues unstayed
and in effect for any period of thirty (30) days.

                  9.3 Effect of Termination. As of the effective date of
termination of this Agreement in accordance with this Section 9, this Agreement
shall be considered of no further force or effect whatsoever, and each of the
parties shall be relieved and discharged from its respective rights and
obligations hereunder, except as otherwise specifically provided herein and
except that:

                           9.3.1 The parties' rights and obligations under
Sections 4, 5 and 8 of this Agreement shall not be extinguished but shall
continue in effect for the time periods stated therein;

                           9.3.2 Either party's rights to receive its respective
payments for claims for Provider Services (under Section 4) prior to termination
of this Agreement shall continue in effect;

                           9.3.3 Participating Provider shall not be released
from its obligation not to seek any payment from Enrollees, their family members
or persons acting on their behalf, for Provider Services provided prior to
termination of this Agreement; and

                           9.3.4 Participating Provider shall be obligated to
continue to render Provider Services to Enrollees in the event of the
termination of this Agreement, in accordance with applicable governmental
contracts and applicable laws. Courses of treatment in progress shall be
continued until medically appropriate completion, discharge or transfer to
another appropriate health care professional, and Participating Provider shall
cooperate with the notification of Enrollees as to the termination, and the
transfer of Enrollees to another appropriate health care professional.

         10. Effect of Interruptions. In the event the provision of Provider
Services to Enrollees are interrupted or substantially disrupted due to causes
beyond Participating Provider's control, including but not limited to major
disaster, the complete or substantial destruction of Participating Provide or
Participating Provider's facilities, acts of God or actions by any governmental
authority, war, fire, earthquake, tornado, freight embargoes, flood, epidemic,
quarantine restrictions, labor disturbances including slow-down strikes

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<PAGE>

and lock-outs, or any other similar causes, Participating Provider shall use its
best efforts to arrange, in consultation with CarePlus Health Plan, and through
whatever alternative means as are necessary, for the provision of any such
interrupted or disrupted Provider Services; provided, however, that nothing
contained herein shall be construed to limit or reduce the obligation of
Participating Provider not to seek payments from Enrollees for Provider Services
provided to such Enrollees.

         11. Compliance.

                  11.1 Applicable Law. Notwithstanding any other provision of
this Agreement, the parties shall comply with all applicable federal and state
laws and regulations including the provisions of such Chapter 705 of the laws of
1996, and all amendments thereto. Should there be a conflict between the Laws
and the within Agreement, the Laws shall govern. The parties to this Agreement
agree to comply with all applicable requirements of the Americans with
Disabilities Act.


         12. Miscellaneous.

                  12.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed given when
delivered, if delivered in person; or four (4) days after being mailed by
regular or certified or registered mail, postage prepaid, return receipt
requested; or the next day by nationally recognized overnight courier; to the
parties, their successors in interest or their assignees at the following
addresses, or at such other addresses as the parties may designate by written
notice in the manner aforesaid:

         To CarePlus Health Plan at:        3 West 35th Street
                                            New York, New York 10001
                                    Attention: Executive Director

         To GO2Pharmacy.com at:             7227 Clintmoore Road
                                            Boca Raton, FL  33496
                                    Attention: Joseph Zappala, President and Ceo


                  12.2. Assignability and Parties in Interest. This Agreement
and the rights and obligations hereunder shall not be assigned, delegated or
otherwise transferred by either party without the prior written consent of the
other. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns. The
parties hereto further acknowledge that any such assignment, delegation or
transfer requires the prior approval of the Commissioner of the New York State
Department of Health and other governmental agencies.

                  12.3. Relationship of the Parties. None of the provisions of
this Agreement are intended to create, and none shall be deemed or construed to
create, any relationship between CarePlus Health Plan and Participating Provider
other than that of independent entities contracting with each other hereunder
solely for the purpose of effecting the provisions of the Agreement. Neither the
parties hereto nor any of their respective employees shall be construed under
this Agreement to be the partner, joint venturer, agent, employer or
representative of the other. The parties further agree that, with respect to the
provisions of this Agreement concerning payment by CarePlus Health Plan to or on
behalf of Participating Provider for Pharmacy Services:

                           12.3.1. By this Agreement and the transaction that it
embodies, they do not intend to or consent to establish, and they have not
established between them, any trustee-beneficiary relationship,

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<PAGE>

or any principal-agent relationship, or any fiduciary relationship; and

                           12.3.2. The parties stand solely in the relationship
of independent contracting parties and of a debtor and a creditor to the extent
money may be owed by one to the other.

                  12.4. Exclusivity This Agreement is not intended to be
exclusive and either party may contract with any other person or entity for
purposes similar to those described herein. No person shall have any rights
under this Agreement, unless such person is a party hereto. Additionally, this
Agreement is not a third-party beneficiary contract and shall not create any
rights of CarePlus Health Plan Enrollees or any other third party with respect
to CarePlus Health Plan.

                  12.5. Cooperation. Each of the parties hereto agrees to
cooperate with the other to carry out the purpose and intent of this Agreement,
including without limitation, the execution and delivery to the appropriate
party of any further agreements and other documents and the taking of any
actions as may reasonably be required to effectuate the terms hereof.

                  12.6. Federal Lobbying. CarePlus Health Plan and Participating
Provider, respectively, agree, pursuant to 31 U.S.C. Section 1352 and 45 CFR
Part 93, that no federal appropriated funds have been paid or will be paid to
any person by or on behalf of CarePlus Health Plan or Participating Provider,
respectively, for the purpose of influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of Congress in connection with the award of any
federal contract, the making of any federal grant, the making of any federal
loan, the entering into of any cooperative agreement, or the extension,
continuation, renewal, amendment, or modification of any federal contract,
grant, loan, or cooperative agreement. CarePlus Health Plan or Participating
Provider, respectively, agree to complete and submit the "Certification
Regarding Lobbying" if this Agreement exceeds $100,000.

If any funds other than federal appropriated funds have been paid or will be
paid to any person for the purpose of influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with the award
of any federal contract, the making of any federal grant, the making of any
federal loan, the entering into of any cooperative agreement, or the extension,
continuation, renewal, amendment, or modification of any federal contract,
grant, loan, or cooperative agreement, and the Agreement exceeds $100,000,
CarePlus Health Plan or Participating Provider, respectively, shall complete and
submit Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance
with its instructions.

                  12.7. Captions and Construction. The captions used herein as
headings of the various paragraphs hereof are for convenience only and are not
to be construed to be part of this Agreement or to be used in determining or
construing the intent or content of this Agreement.

                  12.8. Waiver of Breach. No assent or waiver, express or
implied, of any breach of any one or more of the covenants, conditions or
provisions hereof shall be deemed or taken to be a waiver of any other covenant,
condition or provision hereof or a waiver of any subsequent breach of the same
covenant, condition or provision hereof. The subsequent acceptance by a party of
performance by the other shall not be deemed to be a waiver of any preceding
breach of any term, covenant or condition of this Agreement other than the
failure to perform the particular duties so accepted, regardless of knowledge of
such preceding breach at the time of acceptance of such performance.

                  12.9. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York
applicable to contracts to be performed solely within the State.

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<PAGE>

                  12.10. Severability. The provisions of this Agreement are
severable, and, if any provision of this Agreement is held to be invalid,
illegal or otherwise unenforceable, in whole or in part, in any jurisdiction,
said provision or part thereof shall, as to that jurisdiction be ineffective to
the extent of such invalidity, illegality or unenforceability, without affecting
in any way the remaining provisions hereof or rendering that or any other
provision of this Agreement invalid, illegal or unenforceable in any other
jurisdiction.

                  12.11. Modifications, Amendments and Waivers. At any time
prior to termination of this Agreement, the parties hereto may, by written
agreement signed by the parties: (a) extend the time for the performance of any
of the obligations or other acts of the parties hereto; (b) waive compliance
with any of the covenants contained in this Agreement; and (c) amend or
supplement any of the provisions of this Agreement. Notwithstanding the
foregoing, the parties acknowledge that , in light of the regulated nature of
CarePlus Health Plan's business, this Agreement and the Provider Manual shall be
amended, on reasonable notice, as required by appropriate state or federal
regulatory agencies. The parties hereto further acknowledge that any material
amendments of this Agreement shall require the prior approval of the
Commissioner of the New York State Department of Health and shall be submitted
to the Department 30 days in advance of anticipated execution. Notice to or
consent of Enrollees shall not be required to effect modifications or amendments
to, or waivers of, this Agreement.

The parties hereto agree that any changes to this Agreement by the NYSDOH will
be incorporated by reference into this Agreement. Moreover, the parties hereto
agree to terminate this Agreement at the direction of the NYSDOH effective 60
days subsequent to notice, subject to Public Health Law ss. 4403(6)(e).

                  12.12. Entire Agreement. This Agreement and the Exhibits
hereto contain the entire Agreement between the parties hereto with respect to
the transactions contemplated herein and shall supersede all previous oral and
written and all contemporaneous oral negotiations, commitments and
understandings relating thereto.

                  12.13. Arbitration. As of the date of this Agreement, the
parties hereto have made no provisions for the resolution of disputes through
arbitration, and, at the present time, the parties do not contemplate submitting
any such disputes to arbitration. In the event that a dispute arising from this
Agreement is submitted to arbitration, the parties hereto agree to notify the
Commissioner of the New York State Department of Health (the "Commissioner") of
all issues submitted to such arbitration and any decisions rendered pursuant to
such arbitration. The parties further acknowledge that the Commissioner shall
not be bound by any decision rendered pursuant to any arbitration hereunder.

<TABLE>
<CAPTION>
<S>                         <C>                             <C>
EFFECTIVE DATE:   September 1, 2000             (Pharmacy Benefit Services - See Exhibit B)
                  September 1, 2000   (Ancillary Pharmacy Services - See Exhibit B)
</TABLE>

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


CarePlus Health Plan                                GO2PHARMACY.COM


By:/s/ KARIN AJMANI                                 By:/s/ JOSEPH ZAPPALA
   ----------------                                    ------------------

                                       9
<PAGE>

Date: MARCH 23, 2000                           Date: MARCH 23, 2000


                                       10
<PAGE>

                                    EXHIBIT A

                         New York State Standard Clauses

         Notwithstanding any other provision of this agreement, contract, or
amendment (hereinafter "the Agreement" or "this Agreement") the parties agree to
be bound by the following clauses which are hereby made a part of the Agreement.
Further, if this agreement is between a Health Maintenance Organization and an
IPA, IPA agrees to require its providers to agree to such clauses by including
them in the IPA's contracts with providers.

A.       DEFINITIONS FOR PURPOSES OF THIS APPENDIX

"Health Maintenance Organization" or "HMO" shall mean the person, natural or
corporate, or any groups of such persons, certified under Public Health Law
Article 44, who enter into an arrangement, agreement or plan or any combination
of arrangements or plans which provide or offer, or which do provide or offer, a
comprehensive health services plan.

"Independent Practice Association" or "IPA" shall mean an entity formed for the
limited purpose of arranging by contract for the delivery or provision of health
services by individuals, entities and facilities licensed or certified to
practice medicine and other health professions, and, as appropriate, ancillary
medical services and equipment, by which arrangement such health care providers
and suppliers will provide their services in accordance with and for such
compensation as may be established by a contract between such compensation as
may be established by a contract between such entity and one or more HMOs.

"Provider" shall mean physicians, dentists, nurses, pharmacists and other health
care professionals, pharmacies, hospitals and other entities engaged in the
delivery of health care services which are licensed and/or certified as required
by applicable federal and state law.

B.       GENERAL TERMS AND CONDITIONS

1.       This Agreement is subject to the approval of the New York State
         Department of Health as to form and, if implemented prior to such
         approval, the parties agree to incorporate into this Agreement any and
         all modifications required by the Department of Health for approval or,
         alternatively, to terminate this Agreement if so directed by the
         Department of Health.

2.       Any material amendment to this Agreement is subject to the prior
         approval of the Department of Health, and any such amendment shall be
         submitted for approval at least 30 days in advance of anticipated
         execution. To the extent the HMO provides and arranges for the
         provision of comprehensive health care services to enrollees served by
         the Medical Assistance Program, HMO shall notify and/or submit a copy
         of such material amendment to the county departments of social services
         (LDSS) as may be required by the Agreement between the LDSS and the
         HMO.

3.       If this agreement is between HMO and an IPA or hospital provider or a
         management authority contractor, any assignment of this agreement is
         conditioned on the prior approval of the Commissioner of Health.

4.       Provider or, if the agreement is between HMO and IPA, IPA agrees, and
         shall require IPA's providers to agree, to comply fully and abide by
         the rules, policies and procedures that the HMO has established or will
         establish including:


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<PAGE>

o        quality improvement/management;
o        utilization management, including but not limited to, precertification
         procedures, referral process or protocols, and reporting of clinical
         encounter data;
o        member grievances;
o        provider credentialing.

5.       The provider or, if the agreement is between HMO and IPA, IPA agrees,
         and shall require its providers to agree, to not discriminate against
         an enrollee based on color, race, creed, age, gender, sexual
         orientation, disability, place of origin, source of payment or type of
         illness or condition.

6.       If Provider is a primary care practitioner, Provider agrees to provide
         for twenty-four (24) hour coverage and back up coverage when Provider
         is unavailable. Provider may use a twenty-four (24) hour back-up call
         service provided appropriate personnel receive and respond to calls in
         a manner consistent with the scope of their practice.

7.       The HMO or IPA which is a party to this agreement agrees that nothing
         within this agreement is intended to, or shall be deemed to, transfer
         liability for the HMO's or IPA's own acts or omissions, by
         indemnification or otherwise, to a provider.

8.       Notwithstanding any other provision of this agreement, the parties
         shall comply with the provisions of the Managed Care Reform Act of 1996
         (Chapter 705 of the Law of 1996) and all amendments thereto.

9.       To the extent the HMO enrolls individuals covered by the Medical
         Assistance Program, this agreement incorporates the pertinent
         provisions of the model contract between HMO and the local Department
         of Social Services as if set forth fully herein.

10.      The parties to this agreement agree to comply with all applicable
         requirement of the Americans with Disability Act.

C.       PAYMENT; RISK ARRANGEMENTS

1.       Enrollee Non-liability. Provider agrees that in no event, including,
         but not limited to, nonpayment by the HMO or IPA, insolvency of the HMO
         or IPA, or breach of this agreement, shall Provider bill, charge,
         collect a deposit from, seek compensation, remuneration or
         reimbursement from or have any recourse against a subscriber, an
         enrollee or person (other than the HMO or IPA) acting on his/her/their
         behalf, for services provided pursuant to the subscriber contract or
         county Medicaid Managed Care contract and this agreement, for the
         period covered by the paid enrollee premium. In addition, in the case
         of Medicaid Managed Care, provider agrees that, during the time an
         enrollee is enrolled in the HMO, he/she/it will not bill the County
         Department of Social Services or the New York State Department of
         Health for Covered Services within the Medicaid Managed Care Benefit
         Package as set forth in the agreement between the HMO and county
         department of social services. This provision shall not prohibit the
         provider from collecting copayments, as specifically provided in the
         evidence of coverage, or fees for uncovered services delivered on a
         fee-for-service basis to a covered person provided that provider shall
         have advised the enrollee that the service is uncovered and of the
         enrollee's liability therefor prior to providing the service. Where the
         provider has not been given a list of covered services by the HMO,
         and/or provider is uncertain as to whether a service is covered, the
         provider shall make reasonable efforts to contact the HMO and obtain a
         coverage determination prior to advising an enrollee as to coverage and
         liability for payment and prior to providing the service. This
         provision shall survive termination of

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<PAGE>

         this agreement for any reason, and shall supersede any oral or written
         agreement now existing or hereafter entered into between provider and
         enrollee or person acting on his or her behalf."

2.       Coordination of Benefits (COB). To the extend otherwise permitted in
         this agreement, Provider may participate in collection of COB on behalf
         of the HMO, with COB collectibles accruing to the HMO or to provider.
         However, with respect to enrollees eligible for medical assistance,
         provider shall maintain and make available to the HMO records
         reflecting collection of COB proceeds by provider and amounts paid
         directly to enrollees by third party payers, and amounts thereof, and
         HMO shall maintain or have immediate access to records concerning
         collection of COB proceeds.

3.       Notwithstanding anything to the contrary in this agreement, nothing in
         this agreement, shall result in a transfer of full or ultimate risk for
         the cost of the benefit package to any provider or IPA by the Health
         Maintenance Organization.

D.       RECORDS; ACCESS

1.       Pursuant to authorization by the enrollee, Provider will make
         enrollee's medical records and encounter data available to the HMO, and
         IPA, to the extent necessary for the latter to perform
         preauthorization, concurrent review, provider claims processing and
         payment. Provider will also make claims processing and payment.
         Provider will also make enrollee medical records available to DOH for
         inspection and copying related to quality of care, monitoring, audit
         and enforcement. Providers shall provide copies of records to DOH at no
         cost. Providers expressly acknowledge that he/she/it shall also provide
         to the HMO and the State, on request, all financial data and reports,
         and information concerning the appropriateness and quality of services
         provided, as required by law. These provisions shall survive
         termination of the contract for any reason.

2.       When such records pertain to Medicaid reimbursement services the
         provider agrees to disclose the nature and extent of services provided
         and to furnish records to DOH and/or the United States Department of
         Health and Human Services, the County Department of Social Services,
         Comptroller of the State of New York and the Comptroller General of the
         United States and their authorized representatives upon request. This
         provision shall survive the termination of this Agreement regardless of
         the reason.

3.       The parties agree that medical records shall be retained for six (6)
         years or six (6) years from age of majority, or such longer period as
         specified elsewhere within this agreement. This provision shall survive
         the termination of this Agreement regardless of the reason.

E.       TERMINATION AND TRANSITION

1.       Any termination of this agreement, if this agreement is between HMO and
         an IPA or institutional network providers, or between and IPA and an
         institutional network providers, or between and IPA and an
         institutional provider, requires notice to the Commissioner of Health.
         Unless otherwise provided by statute or regulation, the effective date
         of termination shall not be less than 60 days after receipt of notice
         of either party, provided, however, that termination, by HMO may be
         effected on less than 60 days notice provided HMO demonstrates, to
         DOH's satisfaction prior to termination that circumstances exist which
         threaten imminent harm to enrollees or which result in provider being
         legally unable to deliver the covered services and, therefor, justify
         or require immediate termination.

2.       If this agreement is between HMO and a health care professional, HMO
         shall provide to such health care professional a written explanation of
         the reasons for the proposed contract

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<PAGE>

         termination, other than non-renewal, and an opportunity for a review as
         required by state law. HMO shall provide the health care professional
         60 days notice of its decision to not renew this agreement.

3.       If this agreement is between an HMO and an IPA, in the event either
         party gives notice of termination of the agreement the parties agree,
         and the IPA's providers agree that the IPA providers shall continue to
         provide care to the HMO's enrollees pursuant to the terms of this
         agreement for 180 days following such notice of termination, or until
         such time as the HMO makes other arrangements, whichever first occurs.
         This provision shall survive termination of this Agreement regardless
         of the reason for the termination.

4.       Continuation of Treatment. Provider agrees that, except as otherwise
         required by statute or regulation, in the event of HMO or IPA
         insolvency or termination of this contract for any reason, during the
         period covered by the paid enrollee premium services pursuant to the
         subscriber or county Medicaid Managed Care contract to an enrollee
         confined in an inpatient facility on the effective date of insolvency
         or other event causing termination, or receiving a course of treatment
         in progress, shall continue until medically appropriate discharge or
         transfer, or completion of the course of treatment, whichever first
         occurs. For purposes of this clause the term Provider shall include IPA
         and IPA's contracted providers if this Agreement is between HMO and an
         IPA. This provision shall survive termination of this agreement.

5.       To the extent that provider is providing health care services to
         enrollees under the Medicaid Program, the HMO, notwithstanding any
         other provision herein, retains the option to immediately terminate
         this agreement when the provider has been terminated or suspended from
         the Medicaid Program.

6.       In the event of termination of this agreement, provider agrees, and,
         where applicable, IPA agrees to require all participating providers of
         its network to assist in the orderly transfer of enrollees to another
         provider.

F.       ARBITRATION

1.       To the extend that arbitration or alternative dispute resolution is
         authorized elsewhere in this agreement, the parties to this agreement
         acknowledge that the Commissioner of Health is not bound by arbitration
         or mediation decisions. Arbitration or mediation shall occur within New
         York State, and the Commissioner of Health will be given notice of all
         issues going to arbitration or mediation, and copies of all decisions.

G.       IPA-SPECIFIC PROVISIONS

1.       To the extent that an IPA is otherwise authorized by this agreement to
         perform pre-authorization of services and concurrent utilization of
         services and concurrent utilization review, the standards employed by
         the IPA shall be those of the HMO or approved by the HMO. All denials
         of services, and all determinations on appeals of such denials, shall
         be made by HMO. Where the IPA's determination on concurrent review is
         inconsistent with the results of the HMO's own concurrent review, the
         HMO's review and determination shall control.

2.       Any reference to IPA quality assurance (QA) activities within this
         agreement is limited to the IPA's analysis of utilization patterns and
         quality of care on its own behalf and as a service to its contract
         providers.

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<PAGE>

                                    EXHIBIT B


1.       Definitions

         1)       Covered Prescription Drug - shall mean any prescription drug
                  which meets the requirements for coverage set forth by the
                  Government Contract after applying all conditions and
                  exclusions set forth therein, when dispensed by a
                  Participating Pharmacy to an Enrollee. A covered Prescription
                  Drug shall include both legend prescription medications and
                  over-the-counter medications appearing on the New York State
                  list of Medicaid Reimbursable Drugs.

         2)       Formulary - shall mean a document prepared by GO2Pharmacy.com
                  and provided to Participating Pharmacies, physicians and other
                  health care providers, for the purpose of guiding the
                  prescribing, dispensing and purchase of pharmaceutical
                  products

         3)       Point of Sale (POS) - shall mean the method of submitting
                  claims for adjudication through the point of sale automated
                  claims adjudication process of GO2Pharmacy.com.

         4)       POS Approval - shall mean approval by GO2Pharmacy.com via
                  point of sale claims submission of a claim for Provider
                  Services by a Participating Pharmacy.

         5)       Prescription Drug Rider - shall refer to the document that
                  describes the prescription drug benefit coverage, limitations
                  and exclusions set forth by Government Contract.

Performance

         1)       Implementation: CarePlus and Participating Provider shall
                  cooperate to achieve implementation in accordance with an
                  agreed upon timetable. CarePlus shall approve plan design
                  features not later than ninety (90) days prior to the
                  Effective Date.

         2)       Eligibility Data: CarePlus or its designated agent shall
                  furnish Participating Provider with Enrollee eligibility data
                  in an agreed upon electronic medium in the format requested by
                  Participating Provider. CarePlus shall provide the initial
                  test data tape forty-five (45) days prior to implementation of
                  services for CarePlus and the initial full data tape seven (7)
                  days prior to implementation for CarePlus. If CarePlus submits
                  eligibility data in a format other than that requested by
                  Participating Provider, CarePlus shall incur a programming fee
                  at Participating Provider's then prevailing rate payable
                  within ten (10) days of date of invoice. Thereafter, CarePlus
                  shall furnish Participating Provider with eligibility updates
                  on a daily or at least a weekly basis. Such data shall
                  identify all Enrollees for that month, data on any changes,
                  additions or terminations of Enrollees. CarePlus agrees that
                  Participating Provider may rely upon the accuracy of all data
                  received from CarePlus. CarePlus shall be responsible for
                  notifying Participating Provider of an Enrollee's termination
                  from coverage.

         3)       Control of Plan: CarePlus shall have sole authority to control
                  and administer the pharmacy services benefit of Enrollees.
                  Nothing in this Agreement shall be deemed to confer upon
                  Participating Provider the status of fiduciary as defined in
                  the Employee Retirement Income Security Act of 1974, as
                  amended, or any responsibility to resolve disputed claims
                  between CarePlus and Enrollees and shall promptly inform
                  Participating Provider of such resolution. CarePlus represents
                  that it has all necessary releases from Enrollees for the
                  performance of services under this Agreement or the exercise
                  by CarePlus of its audit rights or other rights to

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<PAGE>

                  receive patient specific data and indemnifies Participating
                  Provider for any loss or damage to Participating Provider
                  occasioned by failure of CarePlus to secure such
                  documentation.

         4)       Claims Processing: Participating Provider will accept, process
                  and adjudicate requests for authorization to dispense Covered
                  Prescriptions Drugs submitted by CarePlus Participating
                  Pharmacies.

         5)       Customer Service: Participating Provider will maintain and
                  operate toll-free customer service lines for the benefit of
                  Participating Pharmacies from 7:00 a.m. to 9:00 p.m. Eastern
                  Standard Time, Monday through Friday, 8:00 a.m. to 6:00 p.m.
                  Eastern Standard Time, Saturday and 9:00 a.m. to 5:00 p.m.
                  Eastern Standard Sunday (excluding holidays).

         6)       Eligibility Maintenance: Participating Provider shall receive
                  via electronic medium from CarePlus Enrollee and physician
                  eligibility information on a daily or at least weekly basis
                  during the term hereof in order to timely update CarePlus
                  eligibility files within the GO2Pharmacy.com claims
                  adjudication system.

         7)       Formulary Management: Participating Provider will work with
                  CarePlus in the management of a formulary. CarePlus hereby
                  authorizes Participating Provider to establish and manage the
                  formulary for Covered Prescription Drugs dispenses in
                  accordance with this Agreement. CarePlus agrees that
                  Participating Provider may certify to Participating Provider's
                  contracting pharmaceutical manufacturers that CarePlus is
                  participating in Participating Provider's formulary program
                  for the CarePlus Covered Prescription Drugs as provided
                  herein.

         8)       Pharmacy Network Services: Participating Provider will prepare
                  on GO2Pharmacy.com check stock checks to pay or reimburse the
                  CarePlus Participating Pharmacies for Covered Prescription
                  Drugs dispensed by such pharmacies to Enrollees once
                  Participating Provider has received payment from CarePlus.
                  Participating Provider will also coordinate pharmacy network
                  communication that may occur from time to time.

         9)       Proprietary or Confidential Information: is defined as any
                  information, written, recorded or stored on paper, disk,
                  diskette, tape, computer memory or other tangible medium,
                  including but not limited to, performance, sales, financial,
                  contractual, and marketing information; software; technical
                  data; the Formulary; and concepts and processes, which have
                  not (a) previously been published or otherwise disclosed to
                  the general public; (b) previously been made available to the
                  receiving party or others without restrictions; or (c)
                  normally been furnished to others without compensation, and
                  which the disclosing party desires to protect against
                  unrestricted disclosure or competitive use.

         10)      Standard of Care: The parties may exchange proprietary and
                  confidential information with each other as required for each
                  party to perform their respective obligations pursuant to this
                  Agreement. The party receiving such information agrees to hold
                  such information in confidence from and after the date it is
                  received. Such information shall be used by the receiving
                  party only in connection with the project effort contemplated
                  in this Agreement. Neither party shall use, for any purpose
                  not connected with the performance of this Agreement, and
                  Proprietary or Confidential Information by it, or divulge any
                  such information to any person or entity without the prior
                  written consent of the other party. The standard of care for
                  protecting Proprietary or Confidential Information imposed on
                  the party receiving such information shall be that degree of
                  care the receiving party uses to prevent disclosure,
                  publication or dissemination of its own confidential
                  information.

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<PAGE>

         11)      Proprietary Rights in Software System: CarePlus acknowledges
                  that the entire software system used by GO2Pharmacy.com in
                  processing claims for Pharmacy Services and preparing reports
                  including computer programs, system and program documentation,
                  and other documentation relating thereto, is the exclusive and
                  sole property of GO2Pharmacy.com. CarePlus disclaims any
                  rights to the system, reports, procedures or forms developed
                  by GO2Pharmacy.com by virtue of this Agreement or used in
                  connection with this Agreement. CarePlus acknowledges that
                  such proprietary information is the property of
                  GO2Pharmacy.com and agrees to keep confidential all such
                  proprietary information and to not disclose such proprietary
                  information to any person except as authorized in writing by
                  GO2Pharmacy.com.

         12)      Confidentiality of Agreement: The terms and conditions of this
                  Agreement shall be confidential and shall be disclosed to any
                  third party without the written consent of the other party.

         13)      Continuation: The obligations of non-disclosure and non-use of
                  Proprietary or Confidential Information shall terminate five
                  (5) years after termination of this Agreement, if all known
                  copies of any such information are returned to the owner of
                  same.

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<PAGE>

                                    EXHIBIT C

1.       Compensation.

         1)       Retail Prescriptions: For each prescription dispensed by a
                  CarePlus Participating Pharmacy to an Enrollee, CarePlus
                  agrees to pay GO2Pharmacy.com the reimbursement rate CarePlus
                  has negotiated with CarePlus participating pharmacies, which
                  is the lesser of:

                  (a) AWP minus 13% plus $2.50, or

                  (b) (the lesser of the New York State or HCFA) MAC allowable
                  cost plus $2.50

                  GO2Pharmacy.com shall receive 100% of rebates.

         2)       Administrative Fees: Such compensation schedule shall be a
                  graduated schedule in accordance with the following:

                  $1.40 Per Member Per Month for CarePlus total Enrollees of 1 -
                  50,000
                  $1.30 Per Member Per Month for CarePlus total Enrollees of
                  50,001 - 70,000
                  $1.20 Per Member Per Month for CarePlus total Enrollees of
                  70,001 - 90,000
                  $1.10 Per Member Per Month for CarePlus total Enrollees of
                  90,001 - 110,000
                  $1.00 Per Member Per Month for CarePlus total Enrollees of
                  110,001 and up.

                  Administrative fees include, but are not limited to,
                  eligibility updates, set-up fees, electronic updates, manual
                  eligibility input, paper claims processing, CarePlus specific
                  programming for CarePlus design changes, system modification
                  or ad-hoc reporting, monthly claims history tapes,
                  administrative prior authorizations, clinical prior
                  authorizations. Material printing and mailing shall be at
                  GO2Pharmacy.com's actual cost. Services and fees outside of
                  those described above shall be mutually agreed upon by
                  GO2Pharmacy.com and CarePlus.

         3)       GO2Pharmacy.com shall be the exclusive provider of over the
                  counter sundries to CarePlus including, but not limited to,
                  poly-vit-sol pediatric childrens vitamins and other sundries.
                  Such items shall be at reasonable market cost for like items
                  in bulk order.

         4)       Start-up Costs: CarePlus shall pay GO2Pharmacy.com $15,000 for
                  GO2Pharmacy.com's start up costs amortized over a 12 month
                  period beginning September 1, 2000 and ending August 31, 2001
                  ($1,250 per month) despite termination occurring during this
                  period. Should GO2Pharmacy.com terminate this Agreement during
                  this period, CarePlus' start up costs payments shall continue
                  until completion August 31, 2001. Should CarePlus terminate
                  this Agreement during this period, CarePlus' start up cost
                  payments shall be paid in full within sixty (60) days of the
                  effective date of termination.

2.       Billing.

         (A) Participating Provider agrees, subject to the terms of this
Agreement, to accept as full compensation those amounts described hereto. The
compensation set forth shall be inclusive and shall cover all Medically
Necessary Covered Services provided to Enrollees by Participating Provider
Participating Provider agrees that: (a) this provision shall survive the
termination of this Agreement regardless of the cause giving rise to termination
and shall be construed to be for the benefit of the Enrollees, and (b) this
provision supersedes any oral or written contrary agreement now existing or

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<PAGE>

hereafter entered into between Participating Provider and Enrollee, or persons
acting on their behalf.

         (B)      Participating Provider understands and agrees that services
                  rendered pursuant to this Agreement shall be subject to the
                  quality assessment and improvement and utilization management
                  programs established by CarePlus Health Plan, government
                  contracts and/or applicable Payors.

         (C)      CarePlus shall pay Participating Provider for Pharmacy
                  Services rendered to Enrollees for whom Participating Provider
                  provides pharmacy benefit management services in accordance
                  with the above fee schedule within 10 business days following
                  the 1st day of each month (month of service) commencing the
                  first day of September, 2000. Payment support documentation
                  from CarePlus will reflect total number of Enrollees.
                  Adjustments will be made in the following month for any
                  additions in the preceding month in the number of Enrollees.
                  In no event shall Participating Provider have any obligation
                  to forward any claims payment to CarePlus Participating
                  Pharmacies unless and until CarePlus has submitted payment to
                  Participating Provider. Careplus shall remain responsible for
                  payment of all claims. All payments by CarePlus for
                  Participating Providers services hereunder shall be made in
                  immediately available funds or by bank check or automatic
                  funds transfer without any restrictive legends or conditions
                  upon payment.

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