HMO EXCESS RISK
                              REINSURANCE AGREEMENT


                  (hereinafter referred to as the "Agreement")


                         RELIASTAR CONTRACT #109132 001


                                    issued to



                             WELLCARE OF CONNECTICUT
                                 NORTH HAVEN, CT


                     (hereinafter referred to as the "Plan")


                                       by



                        RELIASTAR LIFE INSURANCE COMPANY
                             MINNEAPOLIS, MINNESOTA


                  (hereinafter referred to as the "Reinsurer")


<PAGE>


                                TABLE OF CONTENTS
                                                                        PAGE NO.

DECLARATIONS...................................................................3

                                    ARTICLES

ARTICLE I.     DEFINITIONS.....................................................4
ARTICLE II.    COMMENCEMENT AND TERMINATION....................................8
ARTICLE III.   REINSURANCE COVERAGE...........................................10
ARTICLE IV.    PREMIUM PAYMENT................................................14
ARTICLE V.     NOTICE OF LOSSES...............................................15
ARTICLE VI.    REPORTS, RECORDS AND AUDITS....................................16
ARTICLE VII.   ARBITRATION....................................................18
ARTICLE VIII.  INSOLVENCY.....................................................19
ARTICLE IX.    LIMITATIONS OF REINSURANCE.....................................20
ARTICLE X.     GENERAL PROVISIONS.............................................22
SIGNATURE PAGE................................................................24
ATTACHMENT A   CURRENT HOSPITAL/PHYSICIAN CONTRACTED RATES....................25
ATTACHMENT B   APPLICABLE MEMBER SERVICE AGREEMENT(S).........................26
ATTACHMENT C   HMO EXCESS RISK REINSURANCE RENEWAL AGREEMENT FORM.............27
ATTACHMENT D   RENEWAL REQUEST FORM AND QUESTIONNAIRE.........................28
ATTACHMENT E   MONTHLY REINSURANCE LOSS REPORT FORM...........................31
ATTACHMENT F   REQUEST FOR REINSURANCE REIMBURSEMENT FORM.....................32

                                  ENDORSEMENTS
ENDORSEMENT OAC   OUT OF AREA CONVERSION......................................35
ENDORSEMENT R     ACCESS TO SERVICES AVAILABLE THROUGH
                    RELIASTAR LIFE INS. CO....................................36
                  EXHIBIT A-1 ROSE(R)EDUCATION RESOURCES......................39
                  EXHIBIT A-2 ROSEBUD(R)......................................39
                  EXHIBIT A-3 ACCESS TO TRANSPLANT NETWORK ...................40
                  EXHIBIT A-4 ROSE CONSULTING AND EXPERTS.....................41
                  EXHIBIT A-5 ACCESS TO PROVIDER NETWORK ORGANIZATION.........42
                  EXHIBIT A-6 ACCESS TO DISEASE MANAGEMENT SERVICES...........43
ENDORSEMENT ER EXPERIENCE REFUND..............................................44


<PAGE>


                                  DECLARATIONS

This Agreement shall be construed as an honorable undertaking between the
parties with mutual obligations of utmost good faith and fair dealing. The Plan
has disclosed and will continue to disclose to Reinsurer timely, accurate, and
complete information concerning every matter that may affect Reinsurer's
judgment in entering into and/or continuing this Agreement with the Plan and in
evaluating the acceptability of the terms, rates, and conditions of this
Agreement. Complete disclosure shall require the inclusion of any material fact
required to be stated or necessary to prevent statements from being misleading.

This Agreement between Plan and Reinsurer is conditioned upon the Plan having a
valid license to operate in the State of Connecticut and all other licenses and
approvals needed to conduct the business reinsured under this Agreement. It is
hereby agreed that in consideration of the promises, terms and conditions
contained in this Agreement, Plan cedes to and Reinsurer reinsures, a portion of
Plan's non-administrative costs in providing or arranging for the delivery of
health services to Members enrolled under its Member Service Agreements.


<PAGE>


                                    ARTICLE I

DEFINITIONS

The following definitions apply to the terms used within this Agreement. In the
event of conflict in the meaning of the terms or the content of provisions
between this Agreement and the Member Service Agreements, provider contracts or
management service contracts, the definitions herein and the provisions of this
Agreement will govern.

THE INCLUSION OF A DEFINITION OF A FACILITY, SERVICE OR PROVIDER IN THIS ARTICLE
OR ELSEWHERE IN THIS AGREEMENT, DOES NOT AUTOMATICALLY MEAN THAT REINSURANCE IS
PROVIDED IN RESPECT TO THAT FACILITY, SERVICE OR PROVIDER. ONLY THOSE ELIGIBLE
SERVICES STATED UNDER ARTICLE III - REINSURANCE COVERAGE, WILL BE CONSIDERED
COVERED BY THE REINSURANCE PROVIDED UNDER THIS AGREEMENT.

A.   "Agreement Year" shall mean the period beginning and ending on the dates
     shown in Article II - Commencement and Termination, at 12:01 a.m. at the
     headquarters location of the Plan.

B.   "Commercial" population covered shall mean those Members covered under
     non-Medicare, non-Medicaid, and non-Point of Service Member Service
     Agreements. For purposes of this Agreement, the Commercial population
     covered does not include Point of Service population(s) covered.

C.   "Eligible Home Health Care Services" shall mean those services which are
     provided by a home health care agency licensed and operated under the
     jurisdiction where it provides services, furnished to a Member in his/her
     home, and in accordance with a plan of care prescribed by a licensed
     physician and reevaluated at least every 30 days. Eligible Home Health Care
     Services will include only nursing care by a registered graduate nurse
     (R.N.) or a licensed practical nurse (L.P.N.); a licensed physical, speech
     or occupational therapist; medical supplies, laboratory or x-ray services
     provided by or on behalf of the home health care agency.

D.   "Eligible Inpatient Acute Rehabilitation Services" shall mean those
     services which are part of a separate and distinct inpatient program which
     provides highly skilled rehabilitation care to registered bed patients. To
     be eligible, the Member must require and be able to tolerate, and
     participate in, a comprehensive level of rehabilitation services including
     at least three therapy treatments per day and have restorative
     rehabilitation goals that can be accomplished through the hospitalization.
     These services must occur immediately or within 60 days following an
     Eligible Inpatient Hospital Services stay.

E.   "Eligible Inpatient Hospital Services" shall be those acute care services
     rendered to Member registered bed patients, for which there is a room and
     board charge, and which are covered by the Plan under its Member Service
     Agreements. Acute care services shall mean short-term diagnostic and
     therapeutic services, which are required to be provided in a licensed acute
     care hospital. Eligible Inpatient Hospital Services include only those
     amounts charged by a licensed acute care hospital. Eligible Inpatient
     Hospital Services shall not include ambulance, physician or surgeon
     charges. Acute care services do not include, by way of example and without
     any limitation whatsoever, custodial care, long-term care, subacute care,
     extended care, skilled nursing facility, transitional care, and care that
     is rendered primarily for the purpose of ventilator management.

F.   "Eligible Out of Area Emergency Services" shall mean those hospital
     treatments or services rendered to Member registered bed patients, for
     which there is a room and board charge, for serious or life-threatening
     illnesses or injuries. Such services must be rendered outside the Plan's
     service area, in a non-contracted facility, and are eligible until such
     time that the Member is medically stable for transport to a Plan's
     contracted facility.

G.   "Eligible Outpatient Health Services" shall mean those diagnostic and
     therapeutic services and products, generally and customarily provided in an
     ambulatory care setting, including chemotherapy treatment, injectable
     drugs, blood products and clotting factors, dialysis treatment, home health
     agency services, and durable medical equipment. Eligible Outpatient Health
     Services shall also include the facility charges for ambulatory surgical
     procedures, x-rays and diagnostic procedures, radiation therapy, lab and
     pathology and physical therapy/occupational therapy /speech therapy.
     Eligible Outpatient Health Services do not include Eligible Inpatient
     Hospital Services, Eligible Physician Services, or ambulance charges.

H.   "Eligible Physician Services" shall mean those services provided to Members
     which are generally and customarily provided by a licensed physician and/or
     surgeon, for which a physician generally and customarily makes a charge and
     which are prescribed, directed or authorized by, or on behalf of the Plan
     in accordance with the terms of the Member Service Agreement. Eligible
     Physician Services do not include Eligible Related Physician Services, home
     health agency services, durable medical equipment and prosthetics, drugs,
     supplies or hospital inpatient or outpatient facility charges.

I.   "Eligible Related Physician Services" shall mean those services which are
     generally and customarily provided in a physician's office or ambulatory
     setting and are related to Eligible Physician Services. These services may
     include injectable drugs, blood products and clotting factors, chemotherapy
     treatment, dialysis treatment, supplies (materials provided by the
     physician over and above those customarily included with an office visit
     such as sterile trays or casting materials) and lab and x-ray services
     submitted on HCFA 1500 or a Reinsurer approved report.

J.   "Eligible Services" shall mean all of the medical services for which
     Reinsurer has agreed to provide reinsurance coverage pursuant to the terms
     of this Agreement, as selected by the Plan and stated under Article III -
     Reinsurance Coverage.

K.   "Eligible Skilled Nursing Facility Services" shall mean restorative
     services received in a licensed skilled facility, either freestanding or
     part of a hospital, that accepts patients in need of rehabilitation and
     medical care that is of a lesser intensity than that received in an acute
     care hospital. The skilled nursing facility shall provide twenty-four hour
     skilled nursing services under the supervision of a physician. Eligible
     Skilled Nursing Facility Services shall not include custodial care.

L.   "Insolvent" or "Insolvency" shall mean:

     1.   The entry by a court of competent jurisdiction of:

          A.   A final order declaring the Plan insolvent, or

          B.   A final order appointing a receiver or receivers, or trustee or
               trustees, or liquidators, of the Plan or of all or any
               substantial part of its property; or

     2.   The entry of an order pertaining to the Plan for relief under Title 11
          of the United States Code or any similar order under any applicable
          law or statute of the United States or any state thereof.

M.   "Loss" shall mean only such amounts as are incurred for Eligible Services
     provided to a Member during the Agreement Year in accordance with all the
     limitations of the Member Service Agreement, including definitions
     pertaining to medical necessity, non-experimental or investigational
     treatment and services. All Loss amounts are net of any coordination of
     benefits, subrogation/reimbursement or other recoveries from a third party,
     and other pricing negotiations.

     Losses must be paid by the Plan prior to being considered for reimbursement
     under this Agreement. For services paid for under a risk sharing
     arrangement such as, but not limited to, capitation, proof of services
     rendered provided to Reinsurer (as defined in Section T, Request For
     Reinsurance Reimbursement) will, at Reinsurer's discretion, be allowed in
     lieu of proof of payment. A Loss shall be deemed incurred on the date on
     which the Member receives the service or treatment. Date of payment is
     evidenced by the date of the check issued in payment of such service or
     treatment and/or date of entry to Plan's general ledger. In no event shall
     the reinsurance coverage be more than the actual amount for which the Plan
     is liable on any Loss.

N.   "Member" shall mean any contract holder, enrollee or eligible dependent who
     is enrolled and eligible to receive services under a Member Service
     Agreement for whom reinsurance premium is paid according to the terms of
     this Agreement.

O.   "Member Service Agreement(s)" shall mean the contractual agreement(s) which
     describe(s) covered services to a Member of the Plan and which is approved
     by the State of Connecticut. Applicable Member Service Agreement(s) are
     listed in Attachment B. The Plan shall request reinsurance for all its
     Members under each Member Service Agreement.

P.   "Point of Service" population covered shall mean those Members covered
     under a Member Service Agreement which allows the covered person to choose
     to receive service from a participating or non-participating provider, with
     different benefit levels associated with the use of participating
     providers.

Q.   "Preferred Provider Organization" ("PPO") shall mean a program that
     contracts with providers of medical care to provide medical services at
     discounted fees to Members. For purposes of this Agreement, a PPO must have
     contracted with the Plan.

R.   "Renewal Agreement Form" shall mean a form substantially similar to
     Attachment C, which must be executed by the Plan and Reinsurer, in order
     for renewal of this Agreement to occur.

S.   "Renewal Request Form and Questionnaire" shall mean a form substantially
     similar to Attachment D (including required back-up and supporting
     documentation), which must be completed by the Plan and timely returned to
     Reinsurer pursuant to Article II Section A - Commencement and Termination,
     in order for renewal of this Agreement to be considered. Reinsurer reserves
     the right to require additional information from the Plan as part of the
     Renewal Request Form and Questionnaire to facilitate underwriting.

T.   "Request for Reinsurance Reimbursement Form" shall mean a form
     substantially similar to Attachment F, provided to the Plan by the
     Reinsurer and all back-up information and supporting documentation required
     by Reinsurer and provided by the Plan including but not limited to: a fully
     completed Request for Reinsurance Reimbursement Form; dates of service;
     dates of payment; amount paid with draft or check numbers with listing of
     all applicable claim valuations (by international classification of
     diseases (ICD9), diagnostic related group (DRG), or physician current
     procedural terminology (CPT) codes as defined in Article III - Reinsurance
     Coverage) and totaled on computer form or calculator tape; copies of
     universal hospital billing forms (UB92s) and vendor billings; copy of
     accident report (if applicable), and invoices/billings for case management
     fees (if applicable), and returned by the Plan to Reinsurer to evidence
     payment of Losses eligible for reimbursement according to Article III -
     Reinsurance Coverage.

U.   "Termination Date" shall mean the date this Agreement shall terminate.
     Reinsurer shall have no liability for any Loss incurred after that date by
     Members or the Plan, unless the Agreement is otherwise renewed by the Plan
     pursuant to Article II Section A - Commencement and Termination.


                                   ARTICLE II

COMMENCEMENT AND TERMINATION

A.   This Agreement replaces all prior reinsurance agreements between Plan and
     Reinsurer and shall be effective at 12:01 a.m. at the headquarters location
     of the Plan on DECEMBER 1, 1999 (Effective Date) and continue through
     NOVEMBER 30, 2000 (Termination Date). The Agreement shall automatically
     terminate on the Termination Date. The Agreement may be renewed, at
     Reinsurer's sole discretion, if the Plan submits a completed Renewal
     Request Form and Questionnaire to Reinsurer at least thirty (30) days prior
     to the Termination Date, and the Plan and Reinsurer subsequently execute a
     Renewal Agreement Form.

B.   1. If payment for any premium is not received by Reinsurer from the Plan as
     specified in Article IV - Premium Payment, this Agreement shall
     automatically terminate effective the last day of the last month in which
     the premium for that month was fully paid, or on the earliest date
     permitted by applicable law. If Reinsurer receives and accepts payment
     prior to the end of the month in which the premium was due, coverage under
     this Agreement shall be continued. Reinsurer may, at its sole discretion,
     waive the automatic termination from time to time, by providing written
     notice to the Plan.

     2.   This Agreement shall automatically terminate on the date of the Plan's
          Insolvency or cessation of operations. In the event of the Plan's
          Insolvency or cessation of operations, the Reinsurer shall have
          liability for losses incurred after Insolvency or cessation of
          operations only as specifically provided under the terms of any fully
          executed Insolvency Endorsement(s).

     3.   (a) Reinsurer shall have the right to terminate this Agreement by
          giving thirty-one (31) days written notice to the Plan, if the Plan:

               (i)  loses its license, regulatory or other, to operate any line
                    of business covered under this Agreement;

               (ii) terminates or otherwise loses its Medicare or Medicaid
                    contract or authorization to conduct business;

               (iii) undergoes a change in the existing management service
                    contracts, Provider Service Agreement(s), Errors & Omissions
                    or Directors & Officers insurance coverage, or Member
                    Service Agreement(s) so as to materially alter underwriting
                    of Company's risk or have a material adverse effect on
                    Company; (iv) undergoes a change in majority ownership, is
                    acquired or comes under control of or is merged with another
                    entity, acquires the assets and liabilities of another
                    entity, or changes its business in any way, so as to
                    materially alter underwriting of Company's risk under this
                    Agreement; or (v) fails to act in accordance with the
                    subrogation provisions contained in this Agreement.

          (b)  Plan shall give Reinsurer written notice of an event described
               above as soon as Plan is aware that such event will occur and at
               least forty-five (45) days before it is to occur. If Plan fails
               to give Reinsurer timely notice, then Reinsurer shall have the
               right to terminate the Agreement as of the time termination would
               have occurred, had the Plan provided timely notice of the
               relevant event(s).

          (c)  In the event any item 3(a)(i)-(v) occurs, the Reinsurer may, at
               its option, charge an additional premium to the Plan or amend the
               terms of this Agreement in lieu of termination by providing
               notice to the Plan. Such written notice shall set forth the date
               and time Reinsurer will adjust premium or amend the terms of this
               Agreement, but no sooner than thirty-one (31) days after the
               receipt of notice from the Plan.

C.       Termination of this Agreement shall not terminate the rights or
         liabilities of either Plan or Reinsurer arising during the period when
         this Agreement was in force and effect, provided that nothing herein
         shall be construed to extend Reinsurer's liability for reimbursements
         under this Agreement for any Loss arising, incurred or paid by the Plan
         that was not properly reported during the Agreement and after the
         Termination Date of this Agreement. Notwithstanding the Termination
         Date stated in Article IIA, the date of termination under Article II
         Section B (1 through 4) shall be deemed the Termination Date in the
         event notice of termination is provided pursuant to Article II Section
         B.


                                   ARTICLE III

REINSURANCE COVERAGE

Reinsurance coverage shall be provided for each Commercial and Point of Service
Member, subject to the terms, conditions, exclusions and limitations of this
Agreement.

     A.   1. The following Eligible Service(s) are included:

     ELIGIBLE HOME HEALTH CARE SERVICES, ELIGIBLE INPATIENT ACUTE REHABILITATION
     SERVICES, ELIGIBLE INPATIENT HOSPITAL SERVICES, ELIGIBLE SKILLED NURSING
     FACILITY AND ELIGIBLE OUT OF AREA EMERGENCY SERVICES.

     For the Eligible Services, the deductible amount for such reinsurance
     coverage shall be $85, 000 of the Loss for each Commercial and Point of
     Service Member during each Agreement Year.

     2.   (a) ELIGIBLE HOME HEALTH SERVICES furnished to a Member in their home
          shall be limited for each Member to the lesser of:

               (i)  $400 per day;

               (ii) 100 percent of billed charges;

               (iii) the amount paid by the Plan; or

               (iv) the contracted amount (as approved and on file with
                    Reinsurer and included on Attachment A).

          (b)  Eligible Home Health Services shall be limited to a daily maximum
               amount of $400.

     3.   (a) ELIGIBLE INPATIENT ACUTE REHABILITATION SERVICES shall be limited
          for each Member to the lesser of:

               (i)  $400 per day;

               (ii) 100 percent of billed charges;

               (iii) the amount paid by the Plan; or

               (iv) the contracted amount (as approved and on file with
                    Reinsurer and included on Attachment A).

          (b)  Eligible Inpatient Acute Rehabilitation Services shall be limited
               to a daily maximum amount of $400 per confinement.

     4.   (a) ELIGIBLE INPATIENT HOSPITAL SERVICES shall be limited for each
          Member to the lesser of:

               (i)  $2,000 average per day;

               (ii) 100 percent of billed charges;

               (iii) the amount paid by the Plan; or

               (iv) the contracted amount (as approved and on file with
                    Reinsurer and included on Attachment A).

          (b)  Eligible Inpatient Hospital Services shall be limited to an
               average daily maximum of $2,000 for all hospital stays during
               each Agreement Year. The average daily maximum shall be
               calculated by dividing the Loss for acute care services rendered
               (on a Member by Member basis) to Member registered bed patients,
               for which there is a room and board charge, by the total number
               of Member registered bed days during the Agreement Year.

          (c)  Any additional services rendered in non-acute care settings,
               which are considered for reimbursement as defined in Article I,
               Section E, shall not be included in the calculation of the
               average daily maximum; however, these services will be subjected
               to a daily maximum of $400.

          (d)  The average daily maximum shall be waived on transplants
               performed under a Reinsurer-approved transplant contract or
               network facility with fixed fee or per diem rates. The average
               daily maximum shall not be waived on transplants performed under
               a Reinsurer-approved transplant contract or network facility with
               discounted percent of billed charges rate.

     5.   (a) ELIGIBLE OUT OF AREA EMERGENCY SERVICES (HOSPITAL ONLY) shall be
          limited to each Member to the lesser of:

               (i)  $2,000 average per day;

               (ii) 100 percent of billed charges; or

               (iii) the amount paid by the Plan.

          (b)  Eligible Out of Area Emergency Services shall be limited to a
               daily maximum amount of $2,000 per confinement.

     6.   (a) ELIGIBLE SKILLED NURSING FACILITY SERVICES shall be limited to
          each Member to the lesser of:

               (i)  $400 per day;

               (ii) 100 percent of billed charges;

               (iii) the amount paid by the Plan; or

          (b)  Eligible Skilled Nursing Facility Services shall be limited to a
               daily maximum amount of $400 per confinement.

     7.   (a) Once the deductible has been reached in an Agreement Year,
          Reinsurer shall determine coverage for Eligible Services by starting
          with the amount eligible pursuant to contract limits, subtracting the
          deductible, and then multiplying by the percentage coinsurance(s) as
          stated in this provision. In the case of multiple coinsurance, the
          calculation shall be made in accordance with the worksheet, Attachment
          F-Request For HMO Reinsurance Reimbursement Form.

     ELIGIBLE SERVICES:                                          COINSURANCE %
     ------------------                                          -------------
     Home Health Services                                             90
     Inpatient Acute Rehabilitation Services                          90
     Inpatient In Network Hospital Services - fixed fee or            90
         per diem contract
     Inpatient In Network Hospital Services - non-fixed fee           80
         or per diem contract
     Inpatient Out of Network Hospital Services - non-fixed           80
         fee or per diem contract
     Out of Area Emergency Services                                   80
     Skilled Nursing Facility Services                                90
     Organ Transplants-Company Approved Transplant                    90
         Contract
     Organ Transplants Non-Company Approved Transplant                50
         Contract

          (b)  Hospital contracts with outlier provisions in which per diems
               revert to a discount off actual charges or fee-for-service shall
               not be considered per diem contracts once the outlier threshold
               is reached.

          (c)  In no event shall Eligible Services exceed reasonable market
               costs as measured by standard industry indices for similar care
               in the region.

          (d)  All transplant-related services that are part of a
               pre-negotiated, inclusive, package fee, including physician
               services, will be considered Eligible Inpatient Hospital
               Services, if provided under a Reinsurer-approved transplant
               contract or network.

          (e)  Unless specified otherwise, Plan Losses shall be reimbursed
               according to the lesser of billed charges, or the paid amount.

          (f)  No coverage change shall be made to this Agreement until actual
               notice is received by Reinsurer and approved by Reinsurer as
               provided in Article VI Section A - Report, Records and Audits.

          (g)  Current hospital contracted rates negotiated with the Plan shall
               be included as Attachment A. Changes to hospital contracts shall
               be reported to the Reinsurer within thirty-one days of the
               change.

B.   The maximum reinsurance coverage payable under this Agreement, during any
     Agreement Year, for all Eligible Services for each Member shall be
     $1,000,000.

C.   The maximum lifetime reinsurance coverage payable under this Agreement,
     arising out of and inclusive of all Agreement Years for Eligible Services
     for each Member shall be $2,000,000.

D.   In the event the Agreement is renewed pursuant to Article II Section A -
     Commencement and Termination, any Loss incurred by the Plan during the last
     thirty-one (31) days of the previous Agreement Year in which no benefits
     were payable in connection with such Member's coverage solely, because the
     deductible limit had not been reached, shall be applied toward satisfaction
     of the deductible amount for the Member in question in the succeeding
     Agreement Year.

E.   If Reinsurer makes payment for a Loss and it is later shown or discovered
     that a lesser amount should have been paid, Reinsurer shall be entitled to
     a prompt refund of the excess paid.


                                   ARTICLE IV

PREMIUM PAYMENT

A.   The premium for the reinsurance coverage provided by the Reinsurer under
     this Agreement shall be for those Members for whom Plan has requested
     reinsurance coverage from Reinsurer, as follows:

     $0.96 per Member per month for Commercial Members $1.10 per Member per
     month for Point of Service Members

B.   Premiums shall be payable monthly and shall be based on an estimate of the
     number of Plan Members, by Member classification, covered by this Agreement
     and eligible to receive Eligible Services for the upcoming month plus an
     adjustment for the previous months' actual number of Members. When the
     actual number of Members is higher than the estimate, the premium shall be
     increased accordingly. When the actual number of Members is lower than the
     estimate, the premium shall be decreased accordingly.

C.   Premiums shall be payable to the Reinsurer at the office of its choice, as
     indicated in writing to the Plan, due on the first (1st) day of the month
     and payable no later than the twentieth (20th) day of the month for which
     they are due.

D.   If a written request is received by Reinsurer from the Plan in advance of
     the date due, Reinsurer may, at its sole option, choose to extend the date
     due.

E.   The premium payment by the Plan to Reinsurer shall be accompanied by a
     statement signed by an authorized Plan official in which the number of
     enrolled and eligible Members for the previous month is given. Should the
     number of enrolled and eligible Members decrease to a number less than
     SEVENTY-FIVE PERCENT (75% or increase to a number greater than ONE HUNDRED
     TWENTY-FIVE PERCENT (125%) of the number of Members enrolled in the first
     month of any Agreement Year, then the Reinsurer may, at its option and upon
     thirty (30) days written notice and without waiver of any other right or
     remedy, adjust the premium to reflect such percentage change in membership.
     Such adjusted premium shall be immediately payable upon notice from
     Reinsurer.

F.   Reinsurer shall have the right to adjust the premium upon thirty (30) days
     prior written notice effective the anniversary of the Effective Date of the
     first Agreement Year and at each subsequent anniversary of the Effective
     Date thereafter. This change will be based, in part, upon Reinsurer's
     reliance on the Plan's reporting of Losses for the prior Agreement Year.

G.   Upon receiving notice, in compliance with and as defined in Article VI -
     Reports, Records and Audits, of a change in the contracted rates with
     providers as identified in Attachment A, or Member Service Agreements as
     identified in Attachment B, Reinsurer may elect to include or not include
     the change or modification of the Plan from reinsurance coverage, or charge
     an additional premium to include the change or modification. Reinsurer
     shall not be liable for any Loss attributable to any change or modification
     of coverage of the Plan in the event the Plan fails to properly notify
     Reinsurer pursuant to Article VI - Reports, Records and Audits.


                                    ARTICLE V

NOTICE OF LOSSES

A.   Plan shall use its best efforts to give Reinsurer notice of Losses or
     potential Losses immediately when Plan has reason to believe that a claim
     under this Agreement will occur and no later than within thirty (30) days
     from the date on which the Plan has reason to believe a Loss has occurred
     or is likely to occur.

B.   Plan shall submit an updated cumulative Monthly Reinsurance Loss Report
     (Attachment E), in writing to Reinsurer that shall list the names and
     amounts for those Members that have received Eligible Services during the
     Agreement Year exceeding fifty percent (50%) of their individual deductible
     set forth in Article III Section A. This report shall be updated and
     submitted within twenty (20) days of the end of each month. Information for
     each reported Member shall include: the name of the covered Member,
     diagnosis, inpatient admission and discharge dates, amount paid to date,
     and estimated potential total costs during the term of the Agreement.

C.   1. In no event shall Reinsurer be liable to the Plan for any Losses unless
     they are:

          (a)  paid by the Plan and reported, in writing, to the Reinsurer
               within EIGHTEEN (18) months of the effective date of the
               Agreement Year in which the Loss was incurred, and

          (b)  a complete Request for HMO Reinsurance Reimbursement Form
               (Attachment F, including all required back-up supporting data)
               has been submitted by the Plan, and received by the Reinsurer,
               within NINETEEN (19) months of the effective date of the
               Agreement Year in which the Loss was incurred.

     2.   The only exceptions to Article V Section C1 are unsettled Losses due
          to coordination of benefits, as defined in the Member Service
          Agreement, and subrogation/reimbursement, which were reported to the
          Reinsurer according to the terms of this Agreement. The Plan will have
          TWENTY-FOUR (24) months from the beginning of the Agreement Year in
          which the Loss was incurred to submit these Losses to the Reinsurer.

D.   Reinsurer shall furnish the Plan with a supply of Monthly Reinsurance Loss
     Report Forms, similar to Attachment E, which shall be used in reporting
     Losses and potential Losses to the Reinsurer. Reinsurer shall furnish the
     Plan with a supply of Request for HMO Reinsurance Reimbursement Forms,
     similar to Attachment F, which shall be used in filing a Loss. Attachments
     E and F may be customized by Reinsurer to accommodate Plan coverage
     differences.

E.   Plan shall submit a Loss, as set forth in Article V Section C, by
     furnishing a completed Request For Reinsurance Reimbursement Form and, upon
     request, any information Reinsurer deems necessary to properly determine
     Losses payable under this Agreement, including, but not limited to, dates
     of service, dates of payment, amount paid with draft or check numbers with
     listing of claim valuations (by ICD9, DRG, or CPT codes) totaled on
     computer form or calculator tape, copies of itemized expenses, UB 92 forms
     and vendor billings, accident report (if applicable), and invoices/billings
     for case management fees (if applicable).

F.   If the Plan shall knowingly submit any false claim(s) or Losses or make any
     material misrepresentations relating to claims or Losses to Reinsurer, this
     Agreement shall immediately terminate from either the date of such false
     claim, Loss or material misrepresentation, or the date such false claim,
     Loss or material misrepresentation is discovered, at Reinsurer's
     discretion, and the Plan shall reimburse the Reinsurer for any amounts paid
     under such false claim, Loss or as a result of the material
     misrepresentations.


                                   ARTICLE VI

REPORTS, RECORDS AND AUDITS

A.   Plan shall report to Reinsurer any changes or modifications in any covered
     benefits included in its Member Service Agreements and any changes or
     modifications to its contracted rates with providers. The Plan shall send
     such report to Reinsurer thirty-one (31) days before the effective date of
     the change so that Reinsurer can evaluate the need for any changes in this
     Agreement, as specified in Article IV Section G - Premium Payments. No
     coverage change shall be made to this Agreement until actual notice is
     received by Reinsurer and approved by Reinsurer, as provided in this
     Agreement. In the event such notice is received after thirty-one (31) days
     prior to the Termination Date and the Agreement is not renewed pursuant to
     Article II Section A - Commencement and Termination, Reinsurer shall have
     the option, in its sole discretion, of applying Article IV Section G -
     Premium Payments and this provision (Article VI Section A) retrospectively.
     These referenced provisions shall survive termination of the Agreement.

B.   Plan's books and records, relating to reinsurance under this Agreement, to
     the extent permitted by law, shall be made available to Reinsurer and its
     authorized representatives for inspection and audit during normal business
     hours, upon ten (10) days written notice to the Plan by the Reinsurer, on a
     date and time mutually agreed to by the parties. Plan's books and records
     shall be maintained and preserved, by the Plan, and made available to the
     Reinsurer in hard copy, during the time this Agreement is in effect and for
     a period of seven (7) years thereafter for each applicable record.

C.   All information disclosed to Reinsurer by Plan, or to Plan by Reinsurer,
     either in the course of conducting negotiations or as the result of
     complying with the terms and conditions of this Agreement, shall be
     considered to be proprietary and confidential information by both Plan and
     Reinsurer and shall not be disclosed without written consent of the other,
     except to its auditors and attorneys, and as required by applicable law or
     judicial process.

D.   The submission of this Agreement or other information related thereto to
     any department of insurance or other appropriate state regulatory authority
     such as a department of health or department of public welfare of any
     state, federal agency or court having jurisdiction over the matter and
     having a legal right to the information shall not be considered a violation
     of this Article, provided that the other party is advised in advance of
     submission.

E.   Plan warrants and represents that all reports, books, records and other
     financial or other information furnished to Reinsurer, including copies of
     Errors & Omissions and Directors & Officers insurance coverage, are true,
     complete, and correct in all material respects. Plan warrants that its
     Errors & Omissions and Directors & Officers coverage shall not decrease
     during the term of this Agreement. Plan shall provide Reinsurer at least
     thirty (30) days advance notice of any pending change to such coverages. In
     the event that the Plan has provided any information to the Reinsurer that
     is not true, complete, or correct in all material respects, then
     Reinsurer's remedies include, but are not limited to, termination of this
     Agreement and adjustment of premium and/or coverage on a retrospective
     basis to reflect Reinsurer's risk based on the correct quarterly and annual
     information. This provision shall survive termination of the Agreement.

F.   As a condition of reinsurance coverage, Plan shall provide Reinsurer
     required National Association of Insurance Commissioners financial
     statements no later than the forty-fifth business day following the Plan's
     fiscal quarter end for the first three fiscal quarters, and no later than
     the sixtieth day following the last day of the Plan's fiscal fourth
     quarter, and audited and pro forma financial statements promptly upon
     Reinsurer's request. In the event that the Plan fails to comply with
     Reinsurer's request, then Reinsurer will give the Plan notice of breach and
     the Plan will have 10 business days from the date of notice to cure the
     breach. If Plan fails to do so, Reinsurer may at its option terminate this
     Agreement.


                                   ARTICLE VII

ARBITRATION

A.   If any dispute should arise between the Plan and the Reinsurer with
     reference to the interpretation of this Agreement or their rights with
     respect to any transaction involved, the dispute shall be referred to three
     (3) arbitrators knowledgeable in the health insurance and reinsurance
     business, one to be chosen by each party and the third by the two so
     chosen.

B.   If either party refuses or neglects to appoint an arbitrator within sixty
     (60) days after the receipt of written notice from the other party
     requesting it do to so, the requesting party may nominate two arbitrators
     who shall choose the third. Each party shall submit its case to the
     arbitrators within sixty (60) days of the appointment of the arbitrators.
     The arbitrators shall render their written opinion within thirty (30) days
     after conclusion of the case.

C.   The arbitrators shall consider this Agreement an honorable engagement
     rather than merely a legal obligation and may consider the use and custom
     of the reinsurance industry. They are relieved of all judicial formalities
     and may abstain from following the strict rules of civil procedure. The
     decision of a majority of the arbitrators shall be final and binding on
     both the Plan and the Reinsurer. The expense of the arbitrators and of the
     arbitration shall be divided equally between the Plan and the Reinsurer.
     Any such arbitration shall take place in Minneapolis, Minnesota, unless
     some other location is mutually agreed upon by the Plan and the Reinsurer.

D.   The arbitration shall be governed by the United States Arbitration Act, 9
     USCss.1 et. seq. and judgment upon the award rendered by the arbitrators
     may be entered and enforced by any court having jurisdiction over the
     subject matter. Arbitrators shall not be empowered to award damages in
     excess of compensatory damages and each party hereby irrevocably waives any
     damages in excess of compensatory damages.

E.   Upon the finding by a court of prejudice or bias by two of the arbitrators
     against the party appealing, the gross abuse of discretion by the majority
     of the arbitrators, or the incorrect application of the law by the
     arbitrators, the decision of the court shall be binding on the parties.


                                  ARTICLE VIII

INSOLVENCY

Except to the extent there is any coverage provided in an insolvency
endorsement, in the event of termination of this Agreement due to Insolvency of
the Plan, the following rules shall apply for purposes of Losses incurred prior
to the date of termination.

A.   Reinsurer shall have no obligation with respect to administration of Plan
     benefits or for making any direct payments to any party other than the Plan
     or its liquidator, receiver, rehabilitator, trustee, administrator or other
     statutory successor (collectively referred to as "Successor"). Reinsurer
     will make payments directly to the Plan or its Successor, with reasonable
     provisions for verification, without diminution because of the Insolvency
     of the Plan. The Plan or its Successor will cooperate with Reinsurer in
     providing full access to Plan records and personnel, at Plan's expense, to
     enable Reinsurer to reasonably determine its obligations.

B.   The Plan or its Successor shall give written notice to the Reinsurer of the
     pendency of claims against the Insolvent Plan within a reasonable time
     after such claims are presented to the Plan or its Successor or when such
     claims are filed in an Insolvency proceeding. During the pendency of such
     claims the Reinsurer may investigate such claims and interpose, at its own
     expense, in the proceeding where such claims are to be adjudicated, any
     defense or defenses which it may deem available to the Plan or its
     Successor. As soon as practicable after such time as the Plan may become
     Insolvent, the Plan or it Successor shall take any and all steps necessary
     to obtain any court approval which may be required to permit expenses
     incurred by the Reinsurer to be chargeable against the insolvent Plan as
     part of the expenses of liquidation or rehabilitation. If no such court
     approval is required, such expenses shall automatically become chargeable
     as expenses of liquidation or rehabilitation entitled to such priority as
     may attach as a matter of applicable law. Nothing contained herein requires
     Reinsurer to take such actions, and Reinsurer's obligations remain limited
     to Plan's obligations under the Member Service Agreements, the Plan's
     arrangements with health care providers, and the terms of this Agreement.

C.   Notice of Plan's date of Insolvency or date of cessation of operations
     shall be communicated to Reinsurer by Plan at the earliest possible point
     in time.

D.   The Plan shall notify Reinsurer immediately of the pendency of action which
     may lead to Insolvency or any intentions the organization may have of
     ceasing operation. Any time after this notification, and prior to the court
     having named a successor organization, Reinsurer shall have the first
     option of entering into an agreement to conserve the Plan. Such agreement
     may include purchase, sale or management of the Plan.

E.   Reinsurer and the Plan or its Successor shall have the right to setoff to
     the maximum extent permitted by applicable law.


                                   ARTICLE IX

LIMITATIONS OF REINSURANCE

A.   Reinsurer's liability to provide reimbursement of Losses to Plan pursuant
     to this Agreement shall not exceed, in any event, the limits of coverage
     stated in Article III - Reinsurance Coverage.

B.   The Plan is solely responsible for arranging for the provision of all
     services to its Members, for compensation of all liability to its providers
     and to its Members, and for payment of all expenses to its Members.

C.   This Agreement does not provide reimbursement for salaries paid to
     employees of the Plan or independent contractor fees paid to
     representatives of the Plan.

D.   Reinsurer shall not have any responsibility or obligation to provide any
     direct services or pay expenses to any Member of the Plan.

E.   This is an agreement for reinsurance solely between Reinsurer and the Plan.
     Nothing in this Agreement shall create any right or legal contractual
     relationship between Reinsurer and any Member under a Member Service
     Agreement.

F.   Reinsurer shall not be liable to the Plan, and the Plan shall hold harmless
     and indemnify Reinsurer, for any of the following:

     1.   professional liability or liability for any act or omission, tortious
          or otherwise, in connection with any services rendered to any person
          or persons by Plan or any group, entity or person employed by or under
          contract with a provider agreement under the Plan;

     2.   liability assumed by Plan in excess of Plan's Member Service
          Agreements, including liability under any contract other than Plan's
          Member Service Agreements;

     3.   expenses or Losses which the Plan has paid as settlement, whereby the
          Plan released any persons or entity from its legal liability;

     4.   any liability, Loss or expense caused or contributed to by war,
          hostilities (whether war be declared or not), invasion, civil war, or
          participation by Members in riot or civil disturbance;

     5.   liability as a result of sickness or accidental injury not
          specifically covered by the Member Service Agreements, unless notice
          has been provided in accordance with Article VI Section A and
          Reinsurer has specifically agreed to provide coverage for such Loss;
          or

     6.   damages, actions or claims made against Reinsurer and caused by the
          Plan's acts or omissions in administering the Plan's Member Service
          Agreement.

G.   Reinsurer shall not be held liable for the Plan's expenses and losses which
     are due to any noncompliance or violation of any federal or state or local
     statute, rule or regulation.

H.   Reinsurer shall not be held liable for any amount paid by the Plan for
     legal expenses, for punitive or exemplary damages, or compensatory damages
     or any other extra contractual damages awarded to any Member arising out of
     the conduct of the Plan's investigation, trial or settlement of any claim
     or failure to pay or delay in payment of any benefits or rendering of any
     services under its Member Service Agreements or any statutory penalty
     imposed upon the Plan on account of any unfair trade practice or any unfair
     claim practice.

I.   In no event shall Reinsurer be liable to the Plan for Losses arising from
     Plan's failure to use reasonable diligence in providing or arranging for
     case management, and fee negotiation for non-contracted services, to
     reasonably minimize Losses.


                                    ARTICLE X

GENERAL PROVISIONS

A.   This Agreement shall not be assignable without the express prior written
     consent of the other party.

B.   The Plan's eligibility for and/or recoveries for Losses under any other
     insurance or reinsurance shall reduce Reinsurer's liability under this
     Agreement.

C.   If any payment is made by Reinsurer under this Agreement, Reinsurer shall
     be subrogated to all of the Plan's right to recover such payment against
     any Plan Member, person or organization, and the Plan shall execute and
     deliver instruments and do whatever is necessary to preserve and secure
     such right. The Plan will promptly notify Reinsurer of any Loss in which
     there is a likelihood of recovery from a third party. Any recovery made by
     the Plan shall be reimbursed to Reinsurer to the extent Plan has included
     payments to be considered under this Agreement.

D.   This Agreement constitutes the entire contract of reinsurance. No change in
     this Agreement shall be valid until approved in writing by an executive
     officer of Reinsurer and unless such approval is endorsed herein or
     attached hereto. Except as authorized in writing by Reinsurer, no agent has
     authority to change this Agreement or to waive any of its provisions. No
     delay or failure by either party to exercise, at any time, any right or
     remedy of this Agreement shall constitute a waiver thereof or of such
     party's right to exercise any right or remedy.

E.   All attachments to the Agreement, whether described as an exhibit,
     endorsement, schedule, addendum or otherwise, are incorporated by
     reference. Any conflict between the terms contained in the body of the
     Agreement and such attachment will be governed by the terms contained in
     the body of the Agreement, except as specifically provided otherwise.

F.   This Agreement shall be governed by and administered in accordance with the
     laws of the State of CONNECTICUT.

G.   All notices required or permitted to be given by one party to the other
     under this Agreement shall be in writing, and shall be sufficient if either
     delivered in person, or sent by overnight delivery service, or sent by
     registered or certified mail, return receipt requested, to the parties at
     the respective addresses set forth below, or to such other address as the
     party to receive the notice has designated by notice to the other party.
     Notice may also be sent via facsimile, but the date of notice shall be
     deemed the date of receipt pursuant to one of the required modes of
     delivery.

     To Reinsurer:  RELIASTAR MANAGING UNDERWRITERS, INC.
                    110 WINNERS CIRCLE
                    BRENTWOOD, TENNESSEE  37027
                    ATTN:  GERALD PHILLIPS
                    FACSIMILE:  (615) 370-4087

     To Plan:       WELLCARE OF CONNECTICUT
                    FACSIMILE:        813-265-6214


<PAGE>


The applicable provisions regarding limitations on reinsurance coverage, and the
provisions of Articles V, VI, VII, VIII, IX, and X (Sections B, C, E, F, G)
shall survive termination of this Agreement.

H.   Coverage under this Agreement shall be secondary to any other insurance
     covering Members, and any other Plan reinsurance coverage.


IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
officers have executed this Agreement in duplicate as of the dates below:

BY: RELIASTAR MANAGING UNDERWRITERS, INC.
AS HEALTH MAINTENANCE ORGANIZATION REINSURANCE
UNDERWRITING MANAGER FOR AND ON BEHALF OF:

RELIASTAR LIFE INSURANCE COMPANY             WELLCARE OF CONNECTICUT

BY:  /s/ Jack L. LaMar                       BY:  /s/ Pradip C. Patel
     ---------------------------                  --------------------------
ITS: President                               ITS: Pradip C. Patel, President
     ---------------------------                  --------------------------
DATE:3/27/00                                 DATE:     03-24-00
     ---------------------------                  --------------------------


<PAGE>


                                  ATTACHMENT A

Current hospital/physician contracted rates negotiated with the Plan shall
either be attached or listed in such fashion so as to be easily identified (e.g.
name, date, etc.), and such listed contracted rates shall be incorporated by
reference.

[LIST OF CONTRACTED RATES]


<PAGE>


                                  ATTACHMENT B

Applicable Member Service Agreement(s) shall either be attached or listed in
such fashion so as to be easily identified (e.g. names, dates, etc.) and such
listed Member Service Agreements shall be incorporated by reference.

[LISTED MEMBER SERVICE AGREEMENTS]


<PAGE>


                                  ATTACHMENT C

               HMO Excess Risk Reinsurance Renewal Agreement Form
    Cover Page of Amended and Restated HMO Excess Risk Reinsurance Agreement

The parties hereby agree to amend, restate and renew Reinsurance Agreement
Contract # 109132 001, to be effective at 12:01 a.m. at the location of the Plan
on December 1, 2001 (Effective Date) and to continue through November 30, 2002
(Termination Date), subject to any revised reinsurance coverages, premium
payments, limitations, and other terms as agreed to between the parties, and as
contained in the attached Amended and Restated HMO Excess Risk Reinsurance
Agreement, and its associated Attachments and Endorsements incorporated by
reference.

ReliaStar Managing Underwriters, Inc.
on behalf of

RELIASTAR LIFE INSURANCE COMPANY             WELLCARE OF CONNECTICUT

BY:  /s/ Jack L. LaMar                       BY:  /s/ Pradip C. Patel
     ---------------------------                  --------------------------
ITS: President                               ITS: Pradip C. Patel, President
     ---------------------------                  --------------------------
DATE:3/27/00                                 DATE:     03-24-00
     ---------------------------                  --------------------------


<PAGE>


                                  ATTACHMENT D

          Reinsurance Agreement Renewal Request Form And Questionnaire


Plan (WELLCARE OF CONNECTICUT) requests renewal of Reinsurance Agreement
Contract # 109132 001. Plan expressly agrees that any material
misrepresentation(s) or omission(s) on the renewal questionnaire below, or any
of its supporting documentation, shall be grounds for immediate termination, at
Reinsurer's sole discretion, subject to written notice by Reinsurer.


                        REINSURANCE RENEWAL QUESTIONNAIRE


A.   PLAN CONTACT NAME: _____________________
     TELEPHONE NUMBER:  _____________________
     FACSIMILE NUMBER:  _____________________

B.   Please provide us with any updates on senior staff, address, phone number,
     fax number, etc.

C.   MEMBERSHIP:

<TABLE>
<CAPTION>
CURRENT YEAR
----------------------------------------- ------------------- ----------------------------------------------------- ----------------
MCOs Covered under this                                                 Enrollment by Type of Membership
               Agreement                        Total               No. of                             No. of            Other
                                             Membership           Commercial                          Medicaid      (e.g. POS, etc.)
----------------------------------------- ------------------- ------------------- ---------------- ---------------- ----------------
<S>                                       <C>                 <C>                 <C>              <C>              <C>

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

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

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

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

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



<PAGE>



PROJECTED  YEAR
--------------------------------------------- ------------------ ------------------------------------------------------
MCOs Covered under this                                                    Enrollment by Type of Membership
                 Agreement                          Total              No. of            No. of            No. of
                                              Membership             Commercial         Medicaid          Medicare
--------------------------------------------- ------------------ ------------------- ---------------- -----------------


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

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

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

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

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

D.   COVERAGE REQUESTED - Complete attached form for each MCO requesting
     coverage.

E.   REQUIRED DOCUMENTATION


1.   A copy of the applicable Member Service Agreement(s) applicable to the
     Reinsurance Agreement.

2.   The complete claim experience information and Member months (per Membership
     Class) for dates _______,19__ to ______, 19__ for each deductible level
     requested.

3.   A copy of Plans current Errors & Omissions and Directors & Officers
     insurance policies.

F.   Reinsurer reserves the right to request additional information for
     underwriting purposes.

WELLCARE OF CONNECTICUT

By:___________________________

Its:__________________________

Date:_________________________


<PAGE>


D.   COVERAGE REQUESTED:

<TABLE>
<CAPTION>
------------------------------------------------------ ----------------------- --------------------------------------
                          SERVICE(S)                                   YES/NO          VALUATION METHOD/DAILY LIMITS/
                                                                       ------
                                                                                            CONVERSION FACTOR(S)
------------------------------------------------------ ----------------------- --------------------------------------
<S>                                                    <C>                     <C>
Eligible Inpatient Acute Rehabilitation
------------------------------------------------------ ----------------------- --------------------------------------
Eligible Inpatient Hospital Services:
------------------------------------------------------ ----------------------- --------------------------------------
       In Network
------------------------------------------------------ ----------------------- --------------------------------------
       Out of Network
------------------------------------------------------ ----------------------- --------------------------------------
Eligible Out of Area Emergency
------------------------------------------------------ ----------------------- --------------------------------------
Eligible Outpatient Health Services
------------------------------------------------------ ----------------------- --------------------------------------
Eligible Physician Services
------------------------------------------------------ ----------------------- --------------------------------------
Eligible Related Physician Services
------------------------------------------------------ ----------------------- --------------------------------------
Eligible Skilled Nursing Facility Services
------------------------------------------------------ ----------------------- --------------------------------------
Organ Transplants:
------------------------------------------------------ ----------------------- --------------------------------------
      Company Approved Transplant Contract
------------------------------------------------------ ----------------------- --------------------------------------
      Non-Company Approved Transplant Contract
------------------------------------------------------ ----------------------- --------------------------------------
Out of Area Conversion:                                                                         N/A
------------------------------------------------------ ----------------------- --------------------------------------
Insolvency Coverage:                                                                            N/A
------------------------------------------------------ ----------------------- --------------------------------------
</TABLE>

----------------------- ----------------------------
         PERCENTAGE OF              DEDUCTIBLE(S)

         COINSURANCE(S)
----------------------- ----------------------------

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

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

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

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

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

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

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

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

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

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

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

----------------------- ----------------------------
         N/A                        N/A
----------------------- ----------------------------
         N/A                        N/A
----------------------- ----------------------------


<PAGE>


                                  ATTACHMENT E
                        MONTHLY REINSURANCE LOSS REPORT*

                           RELIASTAR REINSURANCE GROUP
                           20 WASHINGTON AVENUE SOUTH
                          MINNEAPOLIS, MINNESOTA 55401

COMBINED ELIGIBLE SERVICES REPORT

NAME OF HMO:____________________________________________
ADDRESS:________________________________________________
TELEPHONE NO. (___)___-____

PREPARED BY: _______________________________

<TABLE>
<CAPTION>
---------------------------- --------------- ---------------- ------------------ ------------- -------------- ------------
                                                                                  Dates of
                                                               Hospital Name or   Service /     Hospital       Hospital
                                              Primary          Provider Type      Admit &       Billed Amount  Paid Amount
 Member Name                  ID No.          Diagnosis                           Discharge
---------------------------- --------------- ---------------- ------------------ ------------- -------------- ------------
<S>                          <C>             <C>              <C>                <C>           <C>            <C>
---------------------------- --------------- ---------------- ------------------ ------------- -------------- ------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
-------------------------------------------- ------------- ------------- ---------------
                                              Total Paid    Total Value
                             Hospital DRG     / Eligible    for           Grand total
                             value (if        for           Physician     eligible claim
 Member Name                 applicable)      Outpatient    Services
                                              Services
-------------------------------------------- ------------- ------------- ---------------
<S>                          <C>             <C>           <C>           <C>
-------------------------------------------- ------------- ------------- ---------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

TO THE BEST OF MY KNOWLEDGE, THE ABOVE REPORT LISTS ALL CLAIMS WHICH EXCEED 50%
OF OUR DEDUCTIBLE OR ARE EXPECTED TO EXCEED THE DEDUCTIBLE.

SIGNED______________________________________
TITLE: _____________________________________
DATE:_______________________________________

* Submission of this Report does not constitute notice of a Claim or Loss.


<PAGE>


                                  ATTACHMENT F

REQUEST FOR HMO REINSURANCE REIMBURSEMENT
RELIASTAR REINSURANCE GROUP
20 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MN  55401

HMO _________________________________________

FINAL REPORT (YES OR NO)_____________________

Type of Contract:

Group ___________ Medicaid __________ Medicare (Risk) __________

Name of Member_______________________________

Name of Patient (if other than Member) _________________________________

Member ID No. _____________Relationship of Patient______________________

Date of Birth ___/___/___ Date of Loss/Injury/Illness ___/___/___

Diagnosis_______________________________________________________________

Eligibility of member/patient was verified:  Yes ___  No ___

Coordination of Benefits Potential:

Yes
---

No
---

Subrogation potential: Yes ___  No ___

Were subrogation procedures followed? Yes ___  No ___

Subrogation Status_____________________________________

Who is responsible for follow-up on subrogation status?

<TABLE>
<CAPTION>
------------------------------- -------------- ------------------------ ----------------------------------
  ADMISSION/DISCHARGE DATES        NO. OF         NAME OF HOSPITAL          HOSPITAL CONTRACT (STATE
                                HOSPITAL DAYS                               SPECIFIC PER DIEM AMOUNT,
                                                                           DISCOUNT, CASE RATE, ETC.)
------------------------------- -------------- ------------------------ ----------------------------------
<S>                             <C>            <C>                      <C>
1)
------------------------------- -------------- ------------------------ ----------------------------------
2)
------------------------------- -------------- ------------------------ ----------------------------------
3)
------------------------------- -------------- ------------------------ ----------------------------------
4)
------------------------------- -------------- ------------------------ ----------------------------------

------------------------------- -------------- ------------------------ ----------------------------------
TOTALS:
------------------------------- -------------- ------------------------ ----------------------------------
</TABLE>

----------------- --------------- ---------------
  AMOUNT PAID      ELIGIBLE AMT    REINSURANCE
                   PER CONTRACT    COINSURANCE
                                       (%)
----------------- --------------- ---------------

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

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

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

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

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

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


(If more space is needed, use reverse side.)

NOTE:  CLAIM REQUEST CANNOT BE PROCESSED WITHOUT THE FOLLOWING DOCUMENTATION:

                 REINSURANCE CALCULATION

1) Total Eligible Claims Incurred and Paid to Date          $_____________

2) Total Eligible Claims per Reinsurance Contract*          $_____________

3) HMO Reinsurance Deductible                               $_____________

4) Reinsurance Coinsurance(s)**                               ___________%

5) Claims Payable by Reinsurer (2-3x4=5)                    $_____________

6) Claims Previously Paid by Reinsurer (Include in #2)      $_____________

7) Reimbursement Due HMO (5-6=7)                            $_____________


  *Reinsurance max per diems applied


1) Fully Completed Reimbursement Form

2) Dates of Service

3) Dates of Payment

4) Amount Paid

5) Draft or Check Numbers or Copies of Draft or Check

6) Copies of UB92s

7) Calculator Tape Totaling Applicable Expenses

8) Invoices/Billings for Case Management Fees (if applicable)

9) Copy of Accident Report (if applicable)


**If more than one coinsurance, use worksheet

COMMENTS ON CLAIM:_____________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________

SUBMITTED BY (PRINT)___________________________________________
SIGNATURE  (REQUIRED) _________________________________________
TELEPHONE NO. _________________________________________________
DATE: _________________________________________________________


<PAGE>


                                  ATTACHMENT F


<TABLE>
<CAPTION>
------------------------------- -------------- ------------------------ ----------------------------------
  ADMISSION/DISCHARGE DATES        NO. OF         NAME OF HOSPITAL          HOSPITAL CONTRACT (STATE
                                HOSPITAL DAYS                               SPECIFIC PER DIEM AMOUNT,
                                                                           DISCOUNT, CASE RATE, ETC.)
------------------------------- -------------- ------------------------ ----------------------------------
<S>                             <C>            <C>                      <C>
5)
------------------------------- -------------- ------------------------ ----------------------------------
6)
------------------------------- -------------- ------------------------ ----------------------------------
7)
------------------------------- -------------- ------------------------ ----------------------------------
8)
------------------------------- -------------- ------------------------ ----------------------------------
9)
------------------------------- -------------- ------------------------ ----------------------------------
10)
------------------------------- -------------- ------------------------ ----------------------------------
11)
------------------------------- -------------- ------------------------ ----------------------------------
12)
------------------------------- -------------- ------------------------ ----------------------------------
13)
------------------------------- -------------- ------------------------ ----------------------------------
14)
------------------------------- -------------- ------------------------ ----------------------------------
15)
------------------------------- -------------- ------------------------ ----------------------------------
16)
------------------------------- -------------- ------------------------ ----------------------------------

------------------------------- -------------- ------------------------ ----------------------------------
TOTALS:
------------------------------- -------------- ------------------------ ----------------------------------
</TABLE>


----------------- --------------- ---------------
  AMOUNT PAID      ELIGIBLE AMT    REINSURANCE
                   PER CONTRACT    COINSURANCE
----------------- --------------- ---------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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


(Include in total on front page


<PAGE>


                                  ATTACHMENT F

        CLAIMS WORKSHEET FOR APPLICATION OF DUAL OR MULTIPLE COINSURANCES
                (round all figures to nearest tenth of a percent)

<TABLE>
<CAPTION>
                                    NUMBER 1
------------------ --------------- --------------- --------------- --------------- --------------- --------------- ---------------
                      HOSPITAL        TYPE OF          ADMIT            D/C            TOTAL        REINSURANCE          A
                                      CONTRACT          DATE            DATE       INPATIENT DAYS   COINSURANCE     ACTUAL PAID
                                                                                                         %
------------------ --------------- --------------- --------------- --------------- --------------- --------------- ---------------
<S>                <C>             <C>             <C>             <C>             <C>             <C>             <C>

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

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

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

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

--------------- ---------------
      B               C
   ELIGIBLE         DAILY
  AMOUNT PER     REINSURANCE
   CONTRACT        MAXIMUMS
--------------- ---------------


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

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

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

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

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


               NUMBER 2
-------------------------------------------
ELIGIBLE TOTAL CLAIM    $
(LESSER OF COLUMNS A, B OR C)
-------------------------------------------


ELIGIBLE TOTAL CLAIM:      $________________(NUMBER 2)
LESS DEDUCTIBLE            -________________
TOTAL SUBJECT
TO COINSURANCE             $________________(NUMBER 3

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

               TO CALCULATE PERCENTAGE OF ELIGIBLE CLAIM FOR DUAL
COINSURANCE (I&II) FOLLOW STEPS 4 THROUGH 7 I COINSURANCE RATE ______% II
COINSURANCE RATE: ______% NUMBER 4(Add all like coinsurances) NUMBER 5 (Add all
like coinsurances) TOTAL $ ___________ TOTAL $__________ % of eligible claim
_____% (Total divided by grand total) % of eligible claim _____% (Total divided
by grand total)


TOTAL SUBJECT TO
COINSURANCE
(NUMBER 3):       $_____________
                  X _______% of eligible claim
TOTAL             $____________
                  X _______% coinsurance

TOTAL SUBJECT TO
COINSURANCE
(NUMBER 3):       $_____________
                  X _______% of eligible claim
TOTAL             $____________
                  X _______% coinsurance

NUMBER 6 $_____________                      NUMBER 7$___________

           ADD NUMBERS 6 AND 7 = TOTAL REIMBURSEMENT DUE $___________


<PAGE>


                                 ENDORSEMENT OAC

This Endorsement is by and between ReliaStar Life Insurance Company and WellCare
of Connecticut. The following provision is hereby made an additional part of the
Agreement between the Reinsurer and the Plan.

                        OUT OF AREA CONVERSION PROVISION

In the event that a Member moves outside the Plan's service area, and coverage
is terminated by the Plan, the Reinsurer shall, pursuant to the Member's
certificate of coverage with the Plan, offer such Member, without evidence of
insurability, a conversion policy with substantially similar benefits and at
such rates as then ordinarily being offered through the Reinsurer, either
directly or through Reinsurer's arrangements with other offering carriers, as
determined by Reinsurer, to others eligible for conversion.

In the event that a Member elects coverage under such a conversion policy, the
application for coverage must be received by the Reinsurer within 31 days of
termination of the Member's coverage for moving from the service area.

In the event of material changes in legislation or Reinsurer's business,
Reinsurer reserves the right to terminate this Endorsement.

Reinsurer shall not be liable to the Plan, and the Plan shall hold harmless and
indemnify Reinsurer, for all claims arising from a Member with respect to
conversion in the event the Reinsurer or its agents or representative does not
receive the application in a timely manner.

Except as stated herein, all terms and conditions of the Agreement remain
unchanged.

IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
officers have executed this Agreement in duplicate as of the dates below:

BY: RELIASTAR MANAGING UNDERWRITERS, INC.
AS HEALTH MAINTENANCE ORGANIZATION REINSURANCE
UNDERWRITING MANAGER FOR AND ON BEHALF OF:

RELIASTAR LIFE INSURANCE COMPANY             WELLCARE OF CONNECTICUT

BY:  /s/ Jack L. LaMar                       BY:  /s/ Pradip C. Patel
     ---------------------------                  --------------------------
ITS: President                               ITS: Pradip C. Patel, President
     ---------------------------                  --------------------------
DATE:3/27/00                                 DATE:     03-24-00
     ---------------------------                  --------------------------


<PAGE>


                                  ENDORSEMENT R

                      ACCESS TO SERVICES AVAILABLE THROUGH
                        RELIASTAR LIFE INSURANCE COMPANY

This Endorsement is by and between ReliaStar Life Insurance Company (Reinsurer)
and Wellcare Of Connecticut (Plan). The following provision is hereby made an
additional part of the Agreement between the Reinsurer and the Plan.

WHEREAS, Reinsurer provides services directly and indirectly under products
called ROSE(R), ROSEBUD(R), provider network organizations (PNO), and/or
transplant network (hereinafter collectively referred to as "Services") to
insurers and other entities and Plan is desirous of using the services.

WHEREAS, Plan is an entity providing benefits under a Member Service Agreement.

WHEREAS, Plan has a need to obtain the Services in connection with its
administration and management of claims made by Members under Member Service
Agreement(s).

     The parties agree as follows:

     1.   SERVICES The services referenced hereunder are for the Plan's delivery
          of health services to Members enrolled under its Member Service
          Agreement(s) and shall mean the Services set forth in Exhibits A-1
          through Exhibits A-6, and Plan shall pay a Fee for such Services, if
          any, as set forth in Exhibits A-1 through Exhibits A-6.

     2.   ROSE(R) AND ROSEBUD(R) COMMUNICATION TO MEMBERS Any communications
          used or made by Plan to describe ROSE(R) and ROSEBUD(R) Services shall
          consist exclusively of Reinsurer prepared and approved forms,
          brochures, and otheR similar material. If Plan desires to prepare
          alternative forms of written communication, Reinsurer must pre-approve
          the material before use.

     3.   REINSURER NAME AND INTELLECTUAL PROPERTY RIGHTS Plan shall not in any
          way use Reinsurer's name or trademarks in any communications unless
          pre-approved in writing by Reinsurer. The ROSE(R) and ROSEBUD(R) naMes
          are owned by Reinsurer and Reinsurer retains all rights to the names.
          All ROSE(R) and ROSEBUD(R) relaTed materials prepared by Reinsurer are
          owned by Reinsurer.

     4.   DISCLAIMER AND NON-FIDUCIARY STATUS Reinsurer is not a fiduciary
          (ERISA or otherwise) of the Plan or for a Plan and Policy and has no
          discretionary authority in connection with a Policy or Plan. Reinsurer
          has no claims authority whatsoever and is only providing Services
          herein as consulting services to Plan. Plan retains all claim decision
          authority. Reinsurer is not in any way providing medical advice,
          treatment, or care to Members. Reinsurer makes no representations or
          warranties regarding the Services provided hereunder or costs savings
          as a result of Services or recommendations. All medical treatment
          decisions shall remain with treating providers and Members. Reinsurer
          is not providing legal, tax, or other like advice and is only
          providing information and consulting services to Plan.

     5.   PLAN INDEMNIFICATION Plan shall hold harmless and indemnify Reinsurer
          from any claims, losses, damages, liabilities, costs, expenses or
          obligations (including attorney's fees) arising out of or resulting
          from (a) the negligence or willful acts of Plan in the non-performance
          of its obligations under this Endorsement; and (b) Services provided
          under this Endorsement; and (c) any claim or cause of action brought
          by a Plan, Covered Person, or other entity arising from or related to
          Services provided hereunder.

     6.   RIGHTS AND PROCEDURES UPON TERMINATION If Plan is required to pay a
          fee for a Service, Plan shall be obligated to pay for all Services
          provided through the effective date of termination. All documentation
          generated by Reinsurer in connection with the provision of Services
          herein shall be and remain the property of Reinsurer. Upon
          termination, Plan shall immediately transfer to Reinsurer all of
          Reinsurer's brochures, marketing material, records, and all other
          documents used in connection with the provision of Services. Each
          party will take all other reasonable steps necessary to assure an
          orderly transition of the types of Services provided under this
          Endorsement. Termination of this Endorsement shall have no effect upon
          the rights and obligations of the parties arising out of any
          transactions or events occurring prior to the effective date of
          termination.

     7.   WAIVER AND IMPOSSIBILITY The failure of either party to insist upon
          strict compliance with any provision of this Endorsement shall not
          constitute a waiver of any provision herein. Neither party shall be
          deemed to be in breach of this Endorsement if prevented from
          performing any obligation hereunder for any reason beyond its control.

     8.   ASSIGNMENT Reinsurer may enter into agreements with subsidiaries,
          parents, or affiliates, or other entities to provide the services
          required under this Endorsement.

     9.   SUCCESSORS AND ASSIGNS This Endorsement will be binding upon the
          parties and their respective successors and permitted assigns, which
          shall include subsidiaries and affiliates, but shall not otherwise be
          assignable by either of the parties, except for Reinsurer's right to
          assign Services as set forth herein.

     10.  RELATIONSHIP The relationship of the parties under this Endorsement
          shall neither be that of employer and employee nor that of principal
          and agent. Plan is independently contracting with Reinsurer for access
          to and receipt of Services.

     11.  CONFIDENTIALITY Plan agrees to maintain the confidentiality of any
          Reinsurer proprietary and confidential information disclosed to Plan.
          The parties will treat this Endorsement as confidential.

Except as stated herein, all terms and conditions of the Agreement remain
unchanged.

IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
officers have executed this Endorsement in duplicate as of the dates below:

BY: RELIASTAR MANAGING UNDERWRITERS, INC.
AS HEALTH MAINTENANCE ORGANIZATION REINSURANCE
UNDERWRITING MANAGER FOR AND ON BEHALF OF:

RELIASTAR LIFE INSURANCE COMPANY             WELLCARE OF CONNECTICUT

BY:  /s/ Jack L. LaMar                       BY:  /s/ Pradip C. Patel
     ---------------------------                  --------------------------
ITS: President                               ITS: Pradip C. Patel, President
     ---------------------------                  --------------------------
DATE:3/27/00                                 DATE:     03-24-00
     ---------------------------                  --------------------------


<PAGE>


                                   EXHIBIT A-1

                           ROSE(R) EDUCATION RESOURCES


1.   RESOURCES. ROSE(R)Education Resources are:

     a.   Attendance at annual ROSE(R)seminar.

     b.   Receipt of ROSE(R)Resource Newsletter.

     c.   Access to ROSE(R)Resource Manual.

2.   FEE. There is no fee due Reinsurer. Reinsurer may from time to time arrange
     for certain enhanced services provided to Plan by third parties on a
     fee-for-service basis upon approval by Plan.


                                   EXHIBIT A-2

                               ROSEBUD(R) SERVICES

1.   SERVICES. ROSEBUD(R)Services are:

     a.   Pregnancy screening and education program (Special Delivery),
          including phone contact monitoring of Members and transmittal of
          education brochures.

     b.   Recommended referral and access to perinatal and neonatal case
          management services.

     c.   Evaluation of premature infant cases and recommendations on
          appropriate or alternative care.

     d.   As necessary, ongoing case management and monitoring.

     e.   Evaluation of care upon infant discharge and recommendations on
          appropriate care.

2.   ABBOTT. For Plans receiving ROSEBUD(R) Services, Abbott Northwestern
     Hospital, Inc. ("Abbott") is a division of Allina Health System, a
     Minnesota non-profit corporation with its principal place of business at
     800 East 28th Street, Minneapolis, Minnesota. Plan acknowledges that
     Reinsurer has contracted with Abbott to obtain administrative services and
     consulting services for Reinsurer's ROSEBUD(R) program. Plan acknowledges
     and agrees that Abbott is an independent contractor of Reinsurer in
     connection with the ROSEBUD(R) program.

3.   ACCESS. Reinsurer shall designate to Abbott that the Plan is eligible to
     receive Services.

4.   PLAN DESIGNATION TO ABBOTT AND PROVISION OF SERVICES. Plan shall designate
     to Abbott a Member's claim(s) ("Case") and Abbott shall review the Case in
     order to determine whether Services will be provided. Upon acceptance by
     Abbott of the Case, Abbott shall perform any or all of the Services.
     Reinsurer, through Abbott, reserves the right to provide Services as it
     deems appropriate in its sole discretion and to not provide services on a
     Case or cease providing services on a Case, at its sole discretion.

5.   FEES. For Special Delivery Program Services, Plan shall pay Abbott a fee in
     the amount of $200 per case. For ROSEBUD perinatal and neonatal case
     management services provided by Abbott at a rate of $85.00 per hour,
     Reinsurer will pay to Abbott on behalf of the plan up to 5% of gross
     premium for medicaid Members, and 3% for Commercial and non-medicaid
     Members, for any given contract year. Plan may continue to use ROSEBUD
     perinatal and neonatal case management services and upon notice from
     Reinsurer to the Plan and Abbott that the respective percentage has been
     paid by Reinsurer, the Plan shall be responsible for payment of those
     services directly to Abbott. Abbott shall bill Plan directly and Plan shall
     timely remit payment within the time set forth on the invoice or bill. Plan
     acknowledges that the fee for Services provided herein may change from time
     to time at Reinsurer's sole discretion. Reinsurer shall provide advance
     notice of any changes in fees. Reinsurer may from time to time arrange for
     certain enhanced consulting services provided to Plan by third parties on a
     fee-for-service basis upon approval by the Plan.

                                   EXHIBIT A-3

                          ACCESS TO TRANSPLANT NETWORK

1.   SERVICES. Reinsurer shall provide to the Plan access to and referral to the
     transplant network of United Resource Networks (URN), a division of United
     HealthCare Service, Inc. (UHS) The network consists of Participating
     Providers (as that term is defined in the Reinsurer/UHS Agreement) that
     have entered into hospital participation agreements with UHS to provide
     inpatient and outpatient health care services and supplies associated with
     organ and tissue transplantation.

2.   AGREEMENT. Prior to the Plan's receipt of health care facility data or
     pricing information from UHS, Plan shall execute a confidentiality or
     Guarantee of Payment Agreement in the form prescribed by UHS. Access to the
     UHS network is contingent upon execution of the Guarantee of Payment
     Agreement.

3.   APPROVAL. Plan acknowledges and agrees that UHS reserves the right to
     approve the Plan based on criteria established by UHS.

4.   ACCESS. The Plan cannot offer access to the UHS transplant network to any
     third party without the express written approval of UHS.

5.   REFERRAL. Plan shall not refer to the network or UHS or its affiliates in
     marketing material, without the written approval of UHS.

6.   APPROVAL FOR PAYMENT. Plan shall be responsible for executing an Approval
     for Payment for Transplant Services letter, in the form prescribed by UHS,
     for each transplant case referred to UHS by the Plan.

7.   FEES. For each Approved Transplant, as that term is defined in the
     Transplant Network Agreement between UHS and Reinsurer and/or other
     services, Plan shall pay to UHS Approved Transplant and/or other services
     fees set by UHS. Reinsurer may from time to time arrange for certain
     enhanced services provided to Plan by third parties on a fee-for-service
     basis upon approval by Plan.

8.   PLAN OBLIGATIONS. Reinsurer is not directly or indirectly liable or
     obligated to UHS, Participating Providers, or to any party for the Plan's
     payment obligations to UHS or Participating Providers.

9.   REINSURER NON-LIABILITY. Reinsurer is not directly or indirectly liable or
     obligated to the Plan for any negligence, misconduct, dishonesty, or other
     acts of UHS, Participating Providers and their employees, agents or
     representatives in connection with Plan and Member access and involvement
     in the transplant network and receipt of services from UHS and the
     Participating Providers.

10.  WAIVER. Plan waives and releases Reinsurer from any liability in connection
     with the transplant network and services provided by UHS and Participating
     Providers.

11.  THIRD PARTY BENEFICIARY. Plan acknowledges and agrees that Reinsurer shall
     be a third party beneficiary under the Guarantee of Payment Agreement with
     respect to the Approved Transplant fee, as those terms are defined in the
     Reinsurer/UHS Agreement.

                                   EXHIBIT A-4

                         ROSE(R) CONSULTING AND EXPERTS


1.   SERVICES. Plan shall have access to:

     a.   Consultants to provide recommendation on current case management
          procedures and cases.

     b.   Referral to applicable research on treatments and other like topics.

     c.   Referral to specialized case managers.

     d.   Physician and other Professional Consultants in specialized areas.

2.   CONSULTING ONLY. Plan acknowledges that the services are only consultative
     in nature and Reinsurer cannot make benefit decisions for the Plan. The
     provision of services will be at the discretion of Reinsurer.

3.   FEE. There is no fee for internal Reinsurer consulting and expert services,
     and external consulting and expert services may be provided on a
     fee-for-service basis, unless otherwise agreed to by the parties. Reinsurer
     may from time to time arrange for certain enhanced services provided to
     Plan by third parties on a fee-for-service basis upon approval by Plan.
     EXHIBIT A-5

                    ACCESS TO PROVIDER NETWORK ORGANIZATIONS


1.   ACCESS. Plan shall have access to provider network organizations (PNO) that
     have agreements with various providers and can negotiate discounts on
     behalf of and for Plan.

2.   REINSURER. Reinsurer is not providing the service to Plan and does not
     guarantee or make any representations regarding any of the services
     provided. Reinsurer may transmit claims information to the organization on
     behalf of the Plan, but Plan remains solely responsible for all claims,
     benefits, eligibility, and other determinations. Plan is solely responsible
     for payment to the providers.

3.   PAYMENT FOR ORGANIZATION SERVICES. Plan shall be solely responsible for all
     payments to the PNO for its services.

4.   FEE. There is no fee due Reinsurer for providing access to the PNO. The PNO
     will directly bill Plan for repricing services rendered. Reinsurer may from
     time to time arrange for certain enhanced services provided to Plan by
     third parties on a fee-for-service basis upon approval by Plan.

                                   EXHIBIT A-6

                      ACCESS TO DISEASE MANAGEMENT SERVICES


1.   SERVICES. Plan shall have access to:

     a.   Consultants to provide education, direction and guidance as to
          available and appropriate prevention approaches, treatment plans and
          interventions for patients diagnosed with certain diseases.

     b.   A range of disease management service options through selected third
          parties including specialized patient management, patient
          identification and impact analysis, and comprehensive disease
          management services.

2.   NOT TREATMENT. Plan acknowledges that the services are only consultative in
     nature and Reinsurer cannot directly or indirectly deliver health care
     services or provide utilization review services for Plan or its members.

3.   PLAN OBLIGATIONS. Plan is required to enter a separate agreement with the
     provider of disease management services or consulting. Reinsurer is not
     directly or indirectly liable or obligated for the Plan's payment
     obligations to the disease management provider.

4.   FEE. There is no fee due Reinsurer for providing access to disease
     management service providers or consultants. Plan is required to pay such
     service providers on a fee-for-service or other agreed upon basis under a
     separate agreement(s) with such provider(s).


<PAGE>


                                 ENDORSEMENT ER
                                EXPERIENCE REFUND

This Endorsement is by and between ReliaStar Life Insurance Company (Reinsurer)
and WELLCARE OF CONNECTICUT (Plan). The following provision is hereby made an
additional part of the Agreement between the Reinsurer and the Plan.

The Experience Refund shall be calculated by the Reinsurer upon written
certification from Plan to Reinsurer, in a form prescribed by Reinsurer, of the
final amount of Losses that have been or will be reimbursed to the Plan for the
ER Term. The Experience Refund shall be calculated within ninety (90) days from
written certification from Plan to Reinsurer, as follows:

1)   PREMIUM CREDIT - Reinsurer shall calculate a credit in the amount of 75% of
     the premium received by the Reinsurer from the Plan during the ER Term.

2)   LOSS DEBT - Reinsurer shall calculate a debit in the amount of Losses
     agreed to be the final amount of Losses that have been or shall be
     reimbursed to the Plan for the EPR Term.

3)   NET BALANCE - Step 1. Premium Credit less Step 2. Loss Debit.

4)   EXPERIENCE REFUND - The Experience Refund shall be 30% of the Step. 3 Net
     Balance, provided that the Step 3. Net Balance is greater than zero (0).

FOR ANY CONSECUTIVE ER TERM IN WHICH THE APPLICATION OF THE ABOVE CALCULATION
RESULTS IN A DEFICIT BALANCE, SUCH DEFICIT BALANCE SHALL BE CARRIED FORWARD AND
APPLIED AGAINST FUTURE CALCULATIONS OF THE EXPERIENCE REFUND. A DEFICIT BALANCE
WILL BE CARRIED FORWARD FOR A MAXIMUM OF THREE (3) ER TERMS.

Any payment due the Plan under this Endorsement shall be contingent upon renewal
of coverage with annual renewal premium of at least 50% of the average annual
premium of the expiring ER Term.


FOR PURPOSES OF CALCULATING THE EXPERIENCE REFUND ONLY, LOSSES AND PREMIUM UNDER
THIS REINSURANCE COVERAGE SHALL BE COMBINED WITH LOSSES AND PREMIUM UNDER THE
REINSURANCE COVERAGE FOR WELLCARE OF NEW YORK, AGREEMENT #109133 001.


<PAGE>


Except as stated herein, all terms and conditions of the Agreement remain
unchanged.

IN WITNESS WHEREOF, THE PARTIES HERETO BY THEIR RESPECTIVE DULY AUTHORIZED
OFFICERS HAVE EXECUTED THIS AGREEMENT IN DUPLICATE AS OF THE DATES BELOW:

BY: RELIASTAR MANAGING UNDERWRITERS, INC.
AS HEALTH MAINTENANCE ORGANIZATION REINSURANCE
UNDERWRITING MANAGER FOR AND ON BEHALF OF:

RELIASTAR LIFE INSURANCE COMPANY             WELLCARE OF CONNECTICUT

BY:  /s/ Jack L. LaMar                       BY:  /s/ Pradip C. Patel
     ---------------------------                  --------------------------
ITS: President                               ITS: Pradip C. Patel, President
     ---------------------------                  --------------------------
DATE:3/27/00                                 DATE:     03-24-00
     ---------------------------                  --------------------------


<PAGE>


                                 AMENDMENT NO. I

                                       to


                                 HMO EXCESS RISK
                              REINSURANCE AGREEMENT

                  (hereinafter referred to as the "Agreement")


                         RELIASTAR CONTRACT #109032 001


                             issued to the following


                             WELLCARE OF CONNECTICUT
                                 NORTH HAVEN, CT


                     (hereinafter referred to as the "Plan")


                                       by


                        RELIASTAR LIFE INSURANCE COMPANY
                             MINNEAPOLIS, MINNESOTA


                  (hereinafter referred to as the "Reinsurer")


<PAGE>


                                   PROVISION I



ARTICLE IV, PREMIUM PAYMENT, ITEM A, is hereby amended as follows:

     $0.96 per Member per month for Commercial Members
     $1.10 per Member per month for Point of Service Members

THE PER MEMBER PER MONTH PREMIUM RATE STATED ABOVE SHALL NOT APPLY IF THE ACTUAL
LOSSES REPORTED BY THE PLAN IN ACCORDANCE WITH ARTICLE V, SECTION A - NOTICE OF
LOSSES OF THE REINSURANCE AGREEMENT, FOR THE AGREEMENT YEAR DECEMBER 1, 1999
THROUGH NOVEMBER 30, 2000 EXCEED A 90% LOSS RATIO. THE REINSURER MAY, AT ITS
OPTION, AND WITHOUT WAIVER OF ANY OTHER RIGHT OR REMEDY, ADJUST THE PER MEMBER
PER MONTH PREMIUM RATE UP TO A MAXIMUM OF TWENTY-FIVE (25%) AND SUCH PREMIUM
ADJUSTMENT WILL BE EFFECTIVE AS OF THE FIRST DAY OF THE AGREEMENT YEAR DECEMBER
1,1999 THROUGH NOVEMBER 30, 2000.


This Amendment shall become effective DECEMBER 1, 1999 and continue in effect
concurrently with the Agreement referred to herein.

Except as stated herein, all terms and conditions of the Agreement remain
unchanged.

IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
officers have executed this Agreement in duplicate as of the dates below:

BY: RELIASTAR MANAGING UNDERWRITERS, INC.
AS HEALTH MAINTENANCE ORGANIZATION REINSURANCE UNDERWRITING MANAGER FOR AND ON
BEHALF OF:

WELLCARE OF CONNECTICUT                      RELIASTAR LIFE INSURANCE COMPANY

BY:  /s/ Jack L. LaMar                       BY:  /s/ Pradip C. Patel
     ---------------------------                  --------------------------
ITS: President                               ITS: Pradip C. Patel, President
     ---------------------------                  --------------------------
DATE:3/27/00                                 DATE:     03-24-00
     ---------------------------                  --------------------------