<PAGE>

                                                                   Exhibit 10.33

                            MEDICAL SERVICES CONTRACT

                        FLORIDA HEALTHY KIDS CORPORATION

                                       and

                        PHYSCIANS HEALTHCARE PLANS, INC.

                                 Pasco and Polk

                      October 1, 2002 - September 30, 2004

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 1 of 41

<PAGE>

                        FLORIDA HEALTHY KIDS CORPORATION
                          CONTRACT FOR MEDICAL SERVICES

                                TABLE OF CONTENTS

SECTION   1        GENERAL PROVISIONS

          1-1      Definitions

SECTION   2        FLORIDA HEALTHY KIDS CORPORATION RESPONSIBILITIES

          2-1      Participant Identification
          2-2      Payments
          2-3      Reduced Fee Arrangements
                   2-3-1  Specialty Fee Arrangements
                   2-3-2  Children's Medical Services
          2-4      Quarterly Program Updates
          2-5      Change in Benefit Schedule
          2-6      Marketing
          2-7      Forms and Reports
          2-8      Coordination of Benefits
          2-9      Entitlement to Reimbursement

SECTION   3        HEALTH PLAN

          3-1      Benefits
          3-2      Access to Care
                   3-2-1  Access and Appointment Standards
                   3-2-2  Integrity of Professional Advice to Enrollees
          3-3      Fraud and Abuse
          3-4      Marketing Materials
          3-5      Use of Name
          3-6      Eligibility
          3-7      Effective Date of Coverage
          3-8      Termination of Participation
          3-9      Continuation of Coverage Upon Termination of this Agreement
          3-10     Individual Contracts
          3-11     Refusal of Coverage
          3-12     Extended Coverage
          3-13     Grievances and Complaints
          3-14     Claims Payment
          3-15     Notification
          3-16     Rates
          3-17     Rate Modification
          3-18     Conditions of Services
          3-19     Medical Records Requirements
                   3-19-1 Medical Quality Review and Audit
          3-20     Quality Enhancement
                   3-20-1 Authority
                   3-20-2 Staff

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 2 of 41

<PAGE>

                   3-20-3 Peer Review
                   3-20-4 Referrals
          3-21     Availability of Records
          3-22     Audits
                   3-22-1 Accessibility of Records
                   3-22-2 Financial Audit
                   3-22-3 Post-Contract Audit
                   3-22-4 Accessibility for Monitoring
          3-23     Indemnification
          3-24     Confidentiality of Information
          3-25     Insurance
          3-26     Lobbying Disclosure
          3-27     Reporting Requirements
          3-28     Participant Liability
          3-29     Protection of Proprietary Information
          3-30     Regulatory Filings

SECTION   4        TERMS AND CONDITIONS

          4-1      Effective Date
          4-2      Multi-year Agreement
          4-3      Entire Understanding
          4-4      Relation to Other Laws
                   4-4-1  HIPAA
                   4-4-2  Mental Health Parity Act
                   4-4-3  Newborns and Mothers Health Protection Act
          4-5      Independent Contractor
          4-6      Assignment
          4-7      Notice
          4-8      Amendments
          4-9      Governing Law
          4-10     Contract Variation
          4-11     Attorney's Fees
          4-12     Representatives
          4-13     Termination
          4-14     Contingency

SECTION   5        EXHIBITS
          Exhibit A: Premium Payment and Rates
          Exhibit B: Enrollment Dates
          Exhibit C: Benefits
          Exhibit D: Coordination of Benefits
          Exhibit E: Access Standards
          Exhibit F: Eligibility
          Exhibit G: Reporting Requirements
          Exhibit H: Certification Regarding Debarment, Suspension and
          Involuntary Cancellation
          Exhibit I: Certification Regarding Lobbying Certification For
          Contracts, Grants, Loans And Cooperative Agreements

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 3 of 41

<PAGE>

                              AGREEMENT TO PROVIDE
                       COMPREHENSIVE HEALTH CARE SERVICES

          This agreement is made by and between the Florida Healthy Kids
Corporation, hereinafter referred to as "FHKC" and PHYSICIANS HEALTHCARE PLANS,
hereinafter referred to as "PHP".

          WHEREAS, FHKC has been specifically empowered in subsections 624.91
(3)(b) 4, 7, and 8, Florida Statutes, to enter into contracts with HMO's,
insurers, or any provider of health care services, meeting standards established
by FHKC, for the provision of comprehensive health insurance coverage to
participants; and

          WHEREAS, Sections 641.2017(1) and (2), Florida Statutes, allows PHP to
enter such a contractual arrangement on a prepaid per capita basis whereby PHP
assumes the risk that costs exceed the amount paid on a prepaid per capita
basis; and

          WHEREAS, FHKC desires to increase access to health care services and
improve children's health; and

          WHEREAS, FHKC did issue an Request for Proposals in the FHKC Health
Insurance Program inviting PHP as well as other entities, to submit a proposal
for the provision of those comprehensive health care services set forth in the
Request for Proposals; and

          WHEREAS, PHP's proposal in response to the Request for Proposals was
selected through a competitive bid process as one of the most responsive bids;
and

          WHEREAS, PHP has assured FHKC of full compliance with the standards
established in this Agreement and agrees to promptly respond to any required
revisions or changes in the FHKC operating procedures which may be required by
law or implementing regulations; and

          WHEREAS, PHP agrees that the Request for Proposals released by FHKC in
March 2002 and PHP's response to that RFP are incorporated by reference and in
any conflict between the RFP and this contract, the contract condition shall
control; and

          WHEREAS, FHKC is desirous of using PHP's provider network to deliver
comprehensive health care services to all eligible FHKC participants in Pasco
and Polk County;

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

SECTION 1 GENERAL PROVISIONS

1-1       Definitions

          As used in this agreement, the term:

               A.        "COMPREHENSIVE HEALTH CARE SERVICES" means those
                         services, medical equipment, and supplies to be
                         provided by PHP in accordance with standards set by
                         FHKC and further described in Exhibit C.

               B.        "THE PROGRAM" shall mean the project established by
                         FHKC

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 4 of 41

<PAGE>

                         pursuant to Section 624.91, Florida Statutes and
                         specified herein.

               C.        "PARTICIPANT" means those individuals meeting FHKC
                         standards of eligibility and who have been enrolled in
                         the program.

               D.        "PHP PROVIDERS" shall mean those providers set forth in
                         the participant's handbook as from time to time
                         amended.

               E.        "CO-PAYMENT" or "COST SHARING" is the payment required
                         of the participant at the time of obtaining service. In
                         the event the participant fails to pay the required
                         co-payment, PHP may decline to provide non-emergency or
                         non-urgently needed care unless the participant meets
                         the conditions for waiver of co-payments described in
                         Exhibit C.

               F.        "FRAUD" shall mean:
                         1)        Any FHKC participant or person who knowingly:

                                   a)     Fails, by any false statement,
                                          misrepresentation, impersonation, or
                                          other fraudulent means, to disclose a
                                          material fact used in making a
                                          determination as to such person's
                                          qualification to receive comprehensive
                                          health care services coverage under
                                          the FHKC program;

                                   b)     Fails to disclose a change in
                                          circumstances in order to obtain or
                                          continue to receive comprehensive
                                          health care services coverage under
                                          the FHKC program to which he or she is
                                          not entitled or in an amount larger
                                          than that which he or she is entitled;

                                   c)     Aids and abets another person in the
                                          commission of any such act.

                         2)        Any person or FHKC participant who:
                                   a)     Uses, transfers, acquires, traffics,
                                          alters, forges, or possess, or

                                   b)     Attempts to use, transfer, acquire,
                                          traffic, alter, forge or possess, or

                                   c)     Aids and abets another person in the
                                          use, transfer, acquisition, traffic,
                                          alteration, forgery or possession of a
                                          FHKC identification card.

               G.        "STATE CHILDREN'S HEALTH INSURANCE PROGRAM (SCHIP)" OR
                         "TITLE XXI" shall mean the program created by the
                         federal Balanced Budget Act of 1997 as Title XXI of the
                         Social Security Act.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 5 of 41

<PAGE>

SECTION 2 FLORIDA HEALTHY KIDS CORPORATION RESPONSIBILITIES

          Participant Identification

FHKC shall promptly furnish to PHP information to sufficiently identify
participants in the Comprehensive Health Care Services plan authorized by this
agreement. Additionally, FHKC shall provide PHP a compatible computer tape, or
other computer-ready media, with the names of participants along with monthly
additions or deletions throughout the term of this Agreement in accordance with
the following:

          A.   With respect to participants who enroll during open enrollment,
               such listing shall be furnished not less than seven (7) working
               days prior to the effective date of coverage.

          B.   With respect to additions and deletions occurring after open
               enrollment, such listing shall be furnished not less than seven
               (7) working days prior to effective date of coverage.

          C.   With respect to both A and B above, furnish a supplemental list
               of eligible participants by the third day after the effective
               date of coverage. PHP shall adjust enrollment retroactively to
               the 1st day of that month in accordance with the supplemental
               list and as listed in Exhibit B.

          D.   FHKC may request PHP to accept additional participants after the
               supplemental listing for enrollment retroactive to the 1st of
               that coverage month. Such additions will be limited to those
               participants who made timely payments but were not included on
               the previous enrollment reports. If such additions exceed more
               than one percent on that month's enrollment, PHP reserves the
               right to deny FHKC's request.

2-2       Payments

FHKC will promptly forward the authorized premiums in accordance with Exhibit A
attached hereto and incorporated herein as part of this Agreement on or before
the 1st day of each month this Agreement is in force commencing with the 1st day
of October, 2002. Premiums are past due on the 15th day of each month.

In the case of non-payment of premiums by the 15th day of the month for that
month of coverage, PHP shall have the right to terminate coverage under this
Agreement, provided FHKC is given written notice prior to such termination.
Termination of coverage shall be retroactive to the last day for which premium
payment has been made.

          Reduced Fee Arrangements

          2-3-1    Specialty Service Fee Arrangements

                   Upon prior approval of PHP, FHKC shall have the right to
                   negotiate specialty service fee arrangements with non-PHP
                   affiliated providers and make such rates available to PHP. In
                   such cases if there is a material impact on the premium, the
                   premium in Exhibit A will be adjusted by PHP in a manner
                   consistent with sound actuarial practices.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 6 of 41

<PAGE>

          2-3-2    Children's Medical Services Network

                   If there is a material impact on the premium in Exhibit A due
                   to the implementation of the Children's Medical Services
                   Network as created in Chapter 391, Florida Statutes, PHP
                   agrees to reduce the premium in Exhibit A in an amount
                   consistent with sound actuarial practices.

          Program Updates

FHKC shall provide PHP with updates on program highlights such as participant
demographics, profiles, newsletters, legislative or regulatory inquiries and
program directives.

2-5       Change in Benefit Schedule

FHKC agrees that any changes to the participant benefit schedule as set forth in
Exhibit C attached hereto and incorporated herein as part of this Agreement,
shall only be made as the parties hereto may mutually agree in writing.

2-6       Marketing

FHKC will market the program primarily through the Pasco and Polk County School
District. FHKC agrees that PHP shall be allowed to participate in any scheduled
marketing efforts to include, but not be limited to, any scheduled open house
type activities. However, PHP is prohibited from any direct marketing to
applicants or the use of FHKC's logo, name or corporate identity unless such
activity has received prior written authorization from FHKC. Written
authorization must be received for every individual activity.

FHKC will have the right of approval or disapproval of all descriptive plan
literature and forms.

2-7       Forms and Reports

FHKC agrees that PHP shall participate in the development of any FHKC
eligibility report formats that may be required from time to time.

          Coordination of Benefits

FHKC agrees that PHP shall be able to coordinate health benefits with other
insurers as provided for in Florida Statutes and the procedures contained in
Exhibit D attached hereto and incorporated herein as part of this Agreement.

If PHP identifies a participant covered through another health benefits program,
PHP shall notify FHKC FHKC shall make the decision as to whether the participant
may continue coverage through FHKC in accordance with the eligibility standards
contained herein.

2-9       Entitlement to Reimbursement

In the event PHP provides medical services or benefits to participants who
suffer injury, disease or illness by virtue of the negligent act or omission of
a third party, PHP shall be entitled to reimbursement from the participant, at
the prevailing rate, for the reasonable value of the services or benefits
provided. PHP shall not be entitled to reimbursement in excess of the
participant's monetary recovery for medical expenses provided, from the third
party.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                   Page 7 of41

<PAGE>

SECTION 3 PHP RESPONSIBILITIES

3-1       Benefits

PHP agrees to make its provider network available to FHKC participants in Pasco
and Polk County and to provide the comprehensive health care services as set
forth in Exhibit C attached hereto and by reference made a part hereof.

PHP shall ensure that each participant has a medical home through assignment of
each enrollee to a primary care physician who meets the credentialing and access
standards under Exhibit E.

3-2       Access to Care

          3-2-1    Access and Appointment Standards

          PHP agrees to meet or exceed the appointment and geographic access
          standards for pediatric care existing in the community and as
          specifically provided for in Exhibit E attached hereto and
          incorporated herein as a part of this Agreement.

          In the event PHP's provider network is unable to provide those
          medically necessary benefits specified in Exhibit C, for any reason,
          except force majeure, PHP shall be responsible for those contract
          benefits obtained from providers other than PHP for eligible FHKC
          participants. In the event PHP fails to meet those access standards
          set forth in Exhibit E, FHKC may, after following procedures set forth
          in Exhibit E, direct its participants to obtain such contract benefit
          from other providers and may contract for such services. All financial
          responsibility related to services received under these specific
          circumstances shall be assumed by PHP.

          3-2-2    Integrity of Professional Advice to Enrollees

          PHP ensures no interference with the advice of health care
          professionals to enrollees and that information about treatments will
          be provided to enrollees and their families in the appropriate manner.

          PHP agrees to comply with any federal regulations related to physician
          incentive plans and any disclosure requirements related to such
          incentive plans.

3-3       Fraud and Abuse

PHP ensures that it has appropriate measures in place to ensure against fraud
and abuse. PHP shall report to FHKC any information on violations by
subcontractors or participants that pertain to enrollment or the payment and
provision of health care services under this Agreement.

PHP agrees to allow FHKC access to monitor any fraud and abuse prevention
activities conducted by PHP under this Agreement.

3-4       Marketing Materials

PHP agrees that it shall not utilize the marketing materials, logos, trade
names, service marks or other materials belonging to FHKC without FHKC's consent
that shall not be unreasonably withheld.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 8 of 41

<PAGE>

PHP will be responsible for all preparation, cost and distribution of member
handbooks, plan documents, materials, and orientation, for FHKC participants.
Materials will be appropriate to the population served and unique to the
program. All materials and documents that are distributed to FHKC participants
must be reviewed and approved by FHKC prior to distribution.

3-5       Use of Name

PHP consents to the use of its name in any marketing and advertising or media
presentations describing FHKC, which are developed and disseminated by FHKC to
participants, employees, employers, the general public or the County School
System, provided however, PHP reserves the right to review and concur in any
such marketing materials prior to their dissemination.

3-6       Eligibility

PHP agrees to accept participants who meet the eligibility standards contained
in Exhibit G attached hereto and incorporated herein as a part of this
Agreement. Provided, PHP reserves the right upon reasonable notification to
periodically review certain eligibility determinations and FHKC shall ensure all
records and findings concerning a particular eligibility determination will be
made available with reasonable promptness. PHP agrees that pursuant to the
authority granted by relevant federal and state law, FHKC is the sole determiner
of whether or not a child is eligible for the FHKC program.

3-7       Effective Date of Coverage

Coverage for every participant shall become effective at 12:01 a.m. EST/EDT, as
appropriate, and as indicated in Exhibit B.

3-8       Termination of Participation

A participant's coverage under this program shall terminate on the last day of
the month in which the participant:

          A.       ceases to be eligible to participate in the program;

          B.       establishes residence outside the service area; or

          C.       is determined to have acted fraudulently pursuant to Section
                   1-1(F).

3-9       Continuation of Coverage Upon Termination of this Agreement

PHP agrees that, upon termination of this Agreement for any reason, unless
instructed otherwise by FHKC, it will continue to provide inpatient services to
FHKC participants who are then inpatients until such time as such participants
have been appropriately discharged. However, PHP shall not be required to
provide such extended benefits beyond 12 calendar months from the date the
Agreement is terminated.

If PHP terminates this Agreement at its sole option and through no fault of the
FHKC and if on the date of termination a participant is totally disabled and
such disability commenced while coverage was in effect, that participant shall
continue to receive all benefits otherwise available under this Agreement for
the condition under treatment which caused such total disability until the
earlier of (1) the expiration of the contract benefit period for such benefits;
(2) determination by the Medical Director of PHP that treatment is no longer
medically necessary; (3) twelve (12) months from the date of termination of
coverage; (4) a succeeding carrier elects to provide replacement coverage
without limitation as to the disability condition;

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 9 of 41

<PAGE>

provided however, that benefits will be provided only so long as the participant
is continuously totally disabled and only for the illness or injury which caused
the total disability.

For the purpose of this section, a participant who is "totally disabled" shall
mean a participant who is physically unable to work, as determined by the
Medical Director of PHP, due to an illness or injury at any gainful job for
which the participant is suited by education, training, experience or ability.
Pregnancy, childbirth or hospitalization in and of themselves do not constitute
"total disability". In the case of maternity coverage, when participant is
eligible for such coverage, when not covered by a succeeding carrier, a
reasonable period of extension of benefits shall be granted. The extension of
benefits shall be only for the period of pregnancy, and shall not be based on
total disability.

3-10      Participant Certificates and Handbooks

PHP will issue participant certificates, identification cards, provider network
listings and handbooks to all FHKC designated participants within five business
days of receipt of an eligibility tape. Except as specifically provided in
Sections 3-8 and 3-11 hereof, all participant rights and benefits shall
terminate upon termination of this Agreement or upon termination of
participation in the program. All participant handbooks and member materials
must be approved by FHKC prior to distribution.

3-11      Refusal of Coverage

PHP shall not refuse to provide coverage to any participant on the basis of past
or present health status.

          Extended Coverage

With regards to those participants who have been terminated pursuant to Section
3-7 A, PHP agrees to offer individual coverage to all participants without
regard to health condition or status.

          Grievances and Complaints

PHP agrees to provide all FHKC participants a Grievance Process and the
grievance and complaint procedures shall be governed by federal and state
regulations issued for SCHIP, and the following additional rules and guidelines:

          A.       There must be sufficient support staff (clerical and
                   professional) available to process grievances.

          B.       Staff must be educated concerning the importance of the
                   procedure and the rights of the enrollee.

          C.       Someone with problem solving authority must be part of the
                   grievance procedure.

          D.       In order to initiate the grievance process, such grievance
                   must be filed in writing.

          E.       The parties will provide assistance to grievant during the
                   grievance process to the extent FHKC deems necessary.

          F.       Grievances shall be resolved within sixty days from initial
                   filing by the participant, unless information must be
                   collected from providers located outside the authorized
                   service area or from non-contract providers. In such
                   exceptions, an additional extension shall be authorized upon
                   establishing good cause.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 10 of 41

<PAGE>

          G.       A record of informal complaints received that are not
                   grievances shall be maintained and shall include the date,
                   name, nature of the complaint and the disposition.

          H.       The grievance procedures must conform with the federal
                   regulations governing the State Children's Health Insurance
                   Program (SCHIP).

          I.       A quarterly report of all grievances involving FHKC
                   participants must be submitted to FHKC. The report should
                   list the number of grievances received during the quarter and
                   the disposition of those grievances. PHP shall also inform
                   FHKC of any grievances that are referred to the Statewide
                   Subscriber Assistance Panel prior to their presentation at
                   the panel.

3-14      Claims Payment

PHP will pay any claims from its offices located at 55 Alahambra Plaza, 7th
Floor, Coral Gables, Florida 33134 (or any other designated claims office
located in its service area). PHP will pay clean claims filed within thirty (30)
working days or request additional information of the claimant necessary to
process the claim.

3-15      Notification

          A.       PHP shall immediately notify FHKC of:

                   1.    Any judgment, decree, or order rendered by any court of
                         any jurisdiction or Florida Administrative Agency
                         enjoining PHP from the sale or provision of service
                         under Chapter 641, Part II, Florida Statutes.

                   2.    Any petition by PHP in bankruptcy or for approval of a
                         plan of reorganization or arrangement under the
                         Bankruptcy Act or Chapter 631, Part I, Florida
                         Statutes, or an admission seeking the relief provided
                         therein.

                   3.    Any petition or order of rehabilitation or liquidation
                         as provided in Chapters 631 or 641, Florida Statutes.

                   4.    Any order revoking the Certificate Of Authority granted
                         to PHP.

                   5.    Any administrative action taken by the Department of
                         Insurance or Agency for Health Care Administration in
                         regard to PHP.

                   6.    Any medical malpractice action filed in a court of law
                         in which a FHKC participant is a party (or in whose
                         behalf a participant's allegations are to be
                         litigated).

                   7.    The filing of an application for change of ownership
                         with the Florida Department of Insurance.

                   8.    Any change in subcontractors who are providing services
                         to FHKC participants.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 11 of 41

<PAGE>

          B.       Monthly Notification Requirements

                   PHP shall inform FHKC monthly of any changes to the provider
                   network that differ from the network presented in the
                   original bid proposal, including discontinuation of any
                   primary care providers or physician practice associations or
                   groups with Healthy Kids enrollees on their panels. FHKC may
                   require PHP to provide FHKC with evidence that its provider
                   network continues to meet the access standards described in
                   Exhibit E.

3-16      Rates

The rate charged for provision of Comprehensive Health Care Services shall be as
stated in Exhibit A.

3-17      Rate Modification

          I.       Annual Adjustment

                   Upon request by PHP, the Board of Directors of the FHKC may
                   approve an adjustment to the premium effective only on
                   October 1, however each adjustment must meet the following
                   minimum conditions:

                   A.    Any request to adjust the premium must be received by
                         the preceding April 1;

                   B.    The request for an adjustment must be accompanied by a
                         supporting actuarial memorandum; and

                   C.    The proposed premium shall not be excessive or
                         inadequate in accordance with the standards established
                         by the Department of Insurance for such determination.

                   D.    In the event a mutually acceptable premium rate cannot
                         be agreed upon by FHKC and PHP, an independent actuary
                         may be retained to determine whether or not the
                         proposed rate is excessive or inadequate. The cost for
                         such review will be split between FHKC and PHP. The
                         decision of the independent actuary will be binding on
                         FHKC and PHP.

          II.      Coverage\Copayment Adjustment

                   In the event, FHKC requires a change in coverage or benefits
                   to be effective immediately, PHP shall have the right within
                   ninety (90) calendar days from the effective date of the such
                   change to propose in writing any adjustment to premium
                   necessitated by such change. Such proposed premium
                   adjustments shall comply with paragraph (d) of Section I
                   above and upon approval of FHKC shall be retroactive to the
                   effective date of such change. The retroactive payment of the
                   adjusted premium shall apply only to non-subsidized
                   participants. The proposed premium increase shall not be
                   excessive or inadequate as determined by an independent
                   actuary mutually acceptable to both FHKC and PHP.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 12 of 41

<PAGE>

          Conditions of Services

Services shall be provided by PHP under the following conditions:

          A.       Appointment. Participants shall first contact their assigned
                   primary care physician for an appointment in order to receive
                   non-emergency health services.

          B.       Provision of Services. Services shall be provided and paid
                   for by PHP only when PHP performs, prescribes, arranges or
                   authorizes the services. Services are available only from and
                   under the direction of PHP and neither PHP nor PHP Physicians
                   shall have any liability or obligation whatsoever on account
                   of any service or benefit sought or received by any member
                   from any other physician or other person, institution or
                   organization, unless prior special arrangements are made by
                   PHP and confirmed in writing except as provided for in
                   Section 3-2.

          C.       Hospitalization. PHP does not guarantee the admission of a
                   participant to any specific hospital or other facility or the
                   availability of any accommodations or services therein.
                   Inpatient Hospital Service is subject to all rules and
                   regulations of the hospital or other medical facility to
                   which the member is admitted.

          D.       Emergency Services. Exceptions to Section 3-17 A, B and C are
                   services which are needed immediately for treatment of an
                   injury or sudden illness where delay means risk of permanent
                   damage to the participant's health. PHP shall provide and pay
                   for emergency services both inside and outside the service
                   area.

          Medical Records Requirements

PHP shall require providers to maintain medical records for each participant
under this Agreement in accordance with applicable state and federal law.

          3-19-    Medical Quality Review and Audit

                   FHKC shall conduct an independent medical quality review of
                   PHP at the conclusion of the first twelve months of coverage.
                   The independent auditor's report will include a written
                   review and evaluation of care provided to FHKC participants
                   in Pasco and Polk County. Additional reviews may also be
                   conducted after completion of the baseline review at the
                   discretion of FHKC. PHP agrees to cooperate in all evaluation
                   efforts conducted or authorized by FHKC.

          3-19-2   Privacy of Medical Records

                   PHP will ensure that all individual medical records will be
                   maintained with confidentiality in accordance with state and
                   federal guidelines. PHP agrees to abide by all applicable
                   state and federal laws governing the confidentiality of
                   minors and the privacy of individually identifiable health
                   information.

          3-19-3   Requests by Participants for Medical Records

                   PHP will ensure that each participant may request and receive
                   a copy of records and information pertaining to that enrollee
                   in a timely manner. Additionally, the participant may request
                   that such records be corrected or supplemented.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 13 of 41

<PAGE>

3-20      Quality Enhancement (Assurance)

The PHP shall have a quality enhancement program. If the PHP has an existing
program, it must satisfy the FHKC's quality enhancement standards. Approval will
be based on the PHP adherence to the minimum standards listed below.

          3-20-1   Quality Enhancement Authority. The Plan shall have a quality
                   enhancement review authority that shall:

                   (a)   Direct and review all quality enhancement activities.

                   (b)   Assure that quality enhancement activities take place
                         in all areas of the plan.

                   (c)   Review and suggest new or improved quality enhancement
                         activities.

                   (d)   Direct task forces/committees in the review of focused
                         concern.

                   (e)   Designate evaluation and study design procedures.

                   (f)   Publicize findings to appropriate staff and departments
                         within the plan.

                   (g)   Report findings and recommendations to the appropriate
                         executive authority.

                   (h)   Direct and analyze periodic reviews of enrollees'
                         service utilization patterns.

          3-20-2   Quality Enhancement Staff. The plan shall provide for
                   quality enhancement staff which has the responsibility for:

                   (a)   Working with personnel in each clinical and
                         administrative department to identify problems related
                         to quality of care for all covered professional
                         services.

                         Prioritizing problem areas for resolution and designing
                         strategies for change.
                         Implementing improvement activities and measuring
                         success.

                         Performing a quarterly review of a random selection of
                         10 percent or 50 enrollee records, whichever is fewer.
                         Reviewing elements shall include management of specific
                         diagnosis, appropriateness and timeliness of care,
                         comprehensiveness of and compliance with the plan of
                         care, and evidence of special screening for high risk
                         individuals or conditions.

                   (e)   Providing outcome of any Quality Enhancement activities
                         involving children 5-19 years of age to the FHKC.

          3-20-3   Peer Review Authority. The plan's quality enhancement program
                   shall have a peer review component and a peer review
                   authority.
                   Scope of Activities

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 14 of 41

<PAGE>

                   (a)   The review of the practice methods and patterns of
                         individual physicians and other health care
                         professionals.

                   (b)   The ability and responsibility to evaluate the
                         appropriateness of care rendered by professionals.

                   (c)   The authority to implement corrective action when
                         deemed necessary.

                   (d)   The responsibility to develop policy recommendations to
                         maintain or enhance the quality of care provided to
                         plan participants.

                   (e)   A review process which includes the appropriateness of
                         diagnosis and subsequent treatment, maintenance of
                         medical record requirements, adherence to standards
                         generally accepted by professional group peers, and the
                         process and outcome of care.

                   (f)   The maintenance of written minutes of the meetings and
                         provision of reports to FHKC of any activities related
                         to FHKC participants.

                   (g)   Peer review must include examination of morbidity and
                         mortality.

          3-20-4   Referrals To Peer Review Authority

                   (a)   All written and/or oral allegations of inappropriate or
                         aberrant service must be referred to the Peer Review
                         Authority.

                   (b)   Recipients and staff must be advised of the role of the
                         Peer Review Authority and the process to advise the
                         authority of situations or problems.

                   (c)   All grievances related to medical treatment must be
                         presented to the Authority for examination and, when a
                         FHKC participant is involved, the outcome of the
                         grievance resolution reported to FHKC.

          Availability of Records

PHP shall make all records available at its own expense for review, audit, or
evaluation by authorized federal, state and FHKC personnel. The location will be
determined by PHP subject to approval of FHKC. Access will be during normal
business hours and will be either through on-site review of records or through
the mail.

Copies of all records, will be sent to FHKC by certified mail within seven
working days of request. It is FHKC's responsibility to obtain sufficient
authority, as provided for by applicable statute or requirement, to provide for
the release of any patient specific information or records requested by the
FHKC, State or Federal agencies.

          Audits

          3-22-1   Accessibility of Records

                   PHP shall maintain books, records, documents, and other
                   evidence pertaining to

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 15 of 41

<PAGE>

                   the administrative costs and expenses of the Agreement
                   relating to the individual participants for the purposes of
                   audit requirements. These records, books, documents, etc.,
                   shall be available for review by authorized federal, state
                   and FHKC personnel during the Agreement period and five (5)
                   years thereafter, except if an audit is in progress or audit
                   findings are yet unresolved in which case records shall be
                   kept until all tasks are completed. During the contract
                   period these records shall be available at PHP's offices at
                   all reasonable times. After the contract period and for five
                   years following, the records shall be available at PHP's
                   chosen location subject to the approval of FHKC. If the
                   records need to be sent to FHKC, PHP shall bear the expense
                   of delivery. Prior approval of the disposition of PHP and
                   subcontractor records must be requested and approved if the
                   contract or subcontract is continuous.

                   This agreement is subject to unilateral cancellation by FHKC
                   if PHP refuses to allow such public access.

          3-22-2   Financial Audit

                   Upon reasonable notice by FHKC, PHP shall permit an
                   independent audit by FHKC of its financial condition or
                   performance standard in accordance with the provisions of
                   this agreement and the Florida Insurance Code and regulations
                   adopted thereunder.

                   Additionally, PHP agrees to provide an audited financial
                   statement to FHKC on an annual basis upon the request of
                   FHKC.

          3-22-3   Post-Contract Audit

                   PHP agrees to cooperate with the post-contract audit
                   requirements of appropriate regulatory authorities and in the
                   interim will forward promptly PHP's annual audited financial
                   statements to the FHKC. In addition, PHP agrees to the
                   following:

                   PHP agrees to retain and make available upon request, all
                   books, documents and records necessary to verify the nature
                   and extent of the costs of the services provided under this
                   Agreement, and that such records will be retained and held
                   available by PHP for such inspection until the expiration of
                   four (4) years after the services are furnished under this
                   Agreement. If, pursuant to this Agreement and if PHP's duties
                   and obligations are to be carried out by an individual or
                   entity subcontracting with PHP and that subcontractor is, to
                   a significant extent, owns or is owned by or has control of
                   or is controlled by PHP, each subcontractor shall itself be
                   subject to the access requirement and PHP hereby agrees to
                   require such subcontractors to meet the access requirement.

                   PHP understands that any request for access must be in
                   writing and contain reasonable identification of the
                   documents, along with a statement as to the reason that the
                   appropriateness of the costs or value of the services in
                   question cannot be adequately or efficiently determined
                   without access to its books or records. PHP agrees that it
                   will notify FHKC in writing within ten (10) days upon receipt
                   of a request for access.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 16 of 41

<PAGE>

          3-22-4   Accessibility for Monitoring

                   PHP shall make available to all authorized federal, state and
                   FHKC personnel, records, books, documents, and other evidence
                   pertaining to the Agreement as well as appropriate personnel
                   for the purpose of monitoring under this Agreement. The
                   monitoring shall occur periodically during the contract
                   period.

                   PHP also agrees to cooperate in any evaluative efforts
                   conducted by FHKC or an authorized subcontractor of FHKC.

3-23      Indemnification

PHP agrees to indemnify and hold harmless FHKC from any losses resulting from
negligent, dishonest, fraudulent or criminal acts of PHP, its officers, its
directors, or its employees, whether acting alone or in collusion with others.

PHP shall indemnify, defend, and hold FHKC and its officers, employees and
agents harmless from all claims, suits, judgments or damages, including court
costs and attorney fees, arising out of any negligent or intentional torts by
PHP.

PHP shall hold all enrolled participants harmless from all claims for payment of
covered services, except co-payments, including court costs and attorney fees
arising out of or in the course of this Agreement pertaining to covered
services. In no case will FHKC or program participants be liable for any debts
of the PHP.

PHP agrees to indemnify, defend, and save harmless FHKC, its officers, agents,
and employees from:

          A.       Any claims or losses attributable to a service rendered by
                   any subcontractor, person, or firm performing or supplying
                   services, materials, or supplies in connection with the
                   performance of the contract regardless of whether FHKC knew
                   or should have known of such improper service, performance,
                   materials or supplies.

          B.       Any failure of PHP, its officers, employees, or
                   subcontractors to observe Florida law, including but not
                   limited to labor laws and minimum wage laws, regardless of
                   whether the FHKC knew or should have known of such failure.

With respect to the rights of indemnification given herein, FHKC agrees to
provide to PHP, if known to FHKC, timely written notice of any loss or claim and
the opportunity to mitigate, defend and settle such loss or claim as a condition
to indemnification

3-24      Confidentiality of Information

PHP shall treat all information, and in particular information relating to
participants that is obtained by or through its performance under the Agreement,
as confidential information to the extent confidential treatment is provided
under state and federal laws. PHP shall not use any information so obtained in
any manner except as necessary for the proper discharge of its obligations and
securement of its rights under the Agreement.

All information as to personal facts and circumstances concerning participants
obtained by PHP shall be treated as privileged communications, shall be held
confidential, and shall not be divulged without the written consent of FHKC or
the participant, provided that nothing stated herein shall prohibit the
disclosure of information in summary, statistical, or other form which does not
identify particular

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 17 of 41

<PAGE>

individuals. The use or disclosure of information concerning participants will
be limited to purposes directly connected with the administration of the
Agreement. It is expressly understood that substantial evidence of PHP's refusal
to comply with this provision shall constitute a breach of contract.

          Insurance

PHP shall not commit any work in connection with the Agreement until it has
obtained all types and levels of insurance required and approved by appropriate
state regulatory agencies. The insurance includes but is not limited to worker's
compensation, liability, fire insurance, and property insurance. Upon request,
FHKC shall be provided proof of coverage of insurance by a certificate of
insurance accompanying the contract documents.

FHKC shall be exempt from and in no way liable for any sums of money that may
represent a deductible in any insurance policy. The payment of such a deductible
shall be the sole responsibility of PHP and/or subcontractor holding such
insurance. The same holds true of any premiums paid on any insurance policy
pursuant to this Agreement. Failure to provide proof of coverage may result in
the Agreement being terminated.

          Lobbying Disclosure

PHP shall comply with applicable state and federal requirements for the
disclosure of information regarding lobbying activities of the firm,
subcontractors or any authorized agent. Certification forms shall be filed by
PHP certifying that no state or federal funds have been or will be used in
lobbying activities, and the disclosure forms shall be used by PHP to disclose
lobbying activities in connection with the Program that have been or will be
paid for with non-federal funds.

          Reporting Requirements

PHP agrees to provide on a timely basis the quarterly statistical reports
detailed in Exhibit H to FHKC that FHKC must have to satisfy reporting
requirements. PHP also agrees to attest to the accuracy, completeness and
truthfulness of claims and payment data that are submitted to FHKC under penalty
of perjury. Access to participant claims data by FHKC, the State of Florida, the
federal Centers for Medicaid and Medicare Services, the Department of Health and
Human Services Inspector General will be allowed to the extent allowed under any
state privacy protections.

          Participant Liability

PHP hereby agrees that no FHKC participant shall be liable to PHP or any PHP
network providers for any services covered by FHKC under this Agreement. Neither
PHP nor any representative of PHP shall collect or attempt to collect from an
FHKC participant any money for services covered by the program and neither PHP
nor representatives of PHP may maintain any action at law against a FHKC
participant to collect money owed to PHP by FHKC. FHKC participants shall not be
liable to PHP for any services covered by the participant's contract with FHKC.
This provision shall not prohibit collection of co-payments made in accordance
with the terms of this Agreement. Nor shall this provision prohibit collection
for services not covered by the contract between FHKC and the participants.

          Protection of Proprietary Information

PHP and FHKC mutually agree to maintain the integrity of all proprietary
information, including but not limited to membership lists, including names,
addresses and telephone numbers. Neither party will disclose or allow to
disclose proprietary information, by any means, to any person without the prior

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 18 of 41

<PAGE>

written approval of the other party. All proprietary information will be so
designated.

This requirement does not extend to routine reports and membership disclosure
necessary for efficient management of the program.

          Regulatory Filings

PHP will forward all regulatory filings, (i.e., documents, forms and rates)
relating to this Agreement to FHKC for their review and approval. Once such
regulatory filings are approved, FHKC will submit them to the Department of
Insurance on PHP's behalf.

SECTION 4 TERMS AND CONDITIONS

          Effective Date

This Agreement shall be effective on the first (1st) day of October, 2002 and
shall remain in effect through September 30, 2004.

4-2       Multiple Year Agreement

Parties hereto agree this is a "Multiple Year Agreement" meaning this Agreement
that is effective as of October 1, 2002 shall extend through September 30, 2004,
and shall thereafter be automatically renewed for no more than (2) successive
one year periods. Either party may elect not to renew this Agreement and in that
event shall give written notice to said effect to the other party at least six
(6) months prior to the expiration of the then current term.

4-3       Entire Understanding

This Agreement embodies the entire understanding of the parties in relationship
to the subject matter hereof. No other agreement, understanding or
representation, verbal or otherwise, relative to the subject matter hereof
exists between the parties at the time of execution of this Agreement.

4-4       Relation to Other Laws

          4-4-1    Health Insurance Portability and Accountability Act (HIPAA)

                   Coverage offered under this Agreement is considered
                   creditable coverage for the purposes of part 7 of subtitle B
                   of title II of ERISA, title XXVII of the Public Health
                   Services Act and subtitle K of the Internal Revenue Code of
                   1986.

                   Additionally, PHP agrees to comply with all other applicable
                   provisions of the HIPAA.

          4-4-2    Mental Health Parity Act (MHPA)

                   PHP agrees to comply with the requirements of the Mental
                   Health Parity Act of 1996 regarding parity in the application
                   of annual and lifetime dollar limits to mental health
                   benefits in accordance with 45 CFR 146.136.

          4-4-3    Newborns and Mothers Health Protection Act of 1996 (NMHPA)

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 19 of 41

<PAGE>

                   PHP agrees to comply with the requirements of the NMHPA of
                   1996 regarding requirements for minimum hospital stays for
                   mothers and newborns in accordance with 45 CFR 146.130 and
                   148.170.

4-5       Independent Contractor

The relationship of PHP to the FHKC sha1l be solely that of an independent
contractor. As an independent contractor, PHP agrees to comply with the
following provisions:

                   a.    Title VI of the Civil Rights Act of 1964, as amended,
                         42 U.S.C. 2000d et seq., which prohibits discrimination
                         on the basis of race, color, or national origin.

                   b.    Section 504 of the Rehabilitation Act of 1973, as
                         amended, 29 U.S.C. 794, which prohibits discrimination
                         on the basis of handicap.

                   c.    Title IX of the Education Amendments of 1972, as
                         amended 29 U.S.C. 601 et seq., which prohibits
                         discrimination on the basis of sex.

                   d.    The Age Discrimination Act of 1975, as amended, 42
                         U.S.C. 6101 et seq., which prohibits discrimination on
                         the basis of age.

                   e.    Section 654 of the Omnibus Budget Reconciliation Act of
                         1981, as amended, 42 U.S.C. 9848, which prohibits
                         discrimination on the basis of race, creed, color,
                         national origin, sex, handicap, political affiliation
                         or beliefs.

                   f.    The American with Disabilities Act of 1990, P.L.
                         101-336, which prohibits discrimination on the basis of
                         disability and requires reasonable accommodation for
                         persons with disabilities.

                   g.    Section 274A (e) of the Immigration and Nationalization
                         Act, FHKC shall consider the employment by any
                         contractor of unauthorized aliens a violation of this
                         Act. Such violation shall be cause for unilateral
                         cancellation of this Agreement.

                   h.    OMB Circular A-110 (Appendix A-4) which identifies
                         procurement procedures which conform to applicable
                         federal law and regulations with regard to debarment,
                         suspension, ineligibility, and involuntary exclusion of
                         contracts and subcontracts and as contained in Exhibit
                         I of this Agreement. Covered transactions include
                         procurement contracts for services equal to or in
                         excess of $100,000 and all non-procurement
                         transactions.

                         The federal regulations implementing the State
                         Children's Health Insurance Program (SCHIP) as found in
                         42 CFR Parts 431,433, 435,436 and 457 and any
                         subsequent revisions to the regulation.

4-6       Assignment

This Agreement may not be assigned by PHP without the express prior written
consent of FHKC. Any purported assignment shall be deemed null and void.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 20 of 41

<PAGE>

This Agreement and the monies that may become due hereunder are not assignable
by PHP except with the prior written approval of FHKC.

          Notice

Notice required or permitted under this Agreement shall be directed as follows:

                   For PHP:
                   55 ALAHAMBRA PLAZA
                   7TH FLOOR
                   CORAL GABLES, FL 33134

                   For FHKC:
                   EXECUTIVE DIRECTOR
                   FLORIDA HEALTHY KIDS CORPORATION
                   POST OFFICE BOX 980
                   TALLAHASSEE, FL 32302

                   or to such other place or person as written notice thereof
                   may be given to the other party.

4-8       Amendment

Not withstanding anything to the contrary contained herein, this Agreement may
be amended by mutual written consent of the parties at any time.

          Governing Law

This Agreement shall be construed and governed in accordance with the laws of
the State of Florida. In the event any action is brought to enforce the
provisions of this Agreement, venue shall be in Leon County, Florida.

4-10      Contract Variation

If any provision of the Agreement (including items incorporated by reference) is
declared or found to be illegal, unenforceable, or void, then both FHKC and PHP
shall be relieved of all obligations arising under such provisions. If the
remainder of the Agreement is capable of performance, it shall not be affected
by such declaration or finding and shall be fully performed. In addition, if the
laws or regulations governing this Agreement should be amended or judicially
interpreted as to render the fulfillment of the Agreement impossible or
economically infeasible, both FHKC and PHP will be discharged from further
obligations created under the terms of the Agreement.

4-11      Attorneys Fees

In the event that either party deems it necessary to take legal action to
enforce any provision of this Agreement the court or hearing officer, in his
discretion, may award costs and attorneys' fees to the prevailing party. Legal
actions are defined to include administrative proceedings.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 21 of 41

<PAGE>

          Representatives

Each party shall designate a representative to serve as the day to day
management of FHKC Health Insurance Plan, helping to resolve services questions,
assuring proper arbitration in the event of a dispute, as well as responding to
general administrative and procedural problems. These individuals will be the
principal points of contact for all inquiries unless the designated
representatives specifically refer the inquiry to another party within their
respective organizations.

          Termination

          A. Termination for Cause

          FHKC shall have the absolute right to terminate for cause, this
          Agreement, and all obligations contained hereunder. Cause shall be
          defined as any material breach of PHP's responsibilities as set forth
          herein, which can not be cured by PHP within 30 days from the date of
          written notice from FHKC but, if the defau1t condition cannot be cured
          within the 30 days, PHP may, if it has commenced reasonable efforts to
          correct the condition within that 30 day period, have up to 90 days to
          complete the required cure. Nothing in this Agreement shall extend
          this 90 day period except the mutual consent of the parties hereto.

          PHP shall have the absolute right to terminate for cause this
          Agreement, and all obligations contained hereunder. Cause shall be
          defined as any material breach of FHKC's responsibilities as set forth
          herein, which can not be cured by FHKC within 30 days from the date of
          written notice from PHP but, if the default condition cannot be cured
          within the 30 days, FHKC may, if it has commenced reasonable efforts
          to correct the condition within that 30 day period, have up to 90 days
          to complete the required cure. Nothing in this Agreement shall extend
          this 90 day period except the mutual consent of the parties hereto.

          B. Change of Controlling Interest

          FHKC shall have the absolute right to elect to continue or terminate
          this Agreement, at its sole discretion, in the event of a change in
          the controlling interest of PHP. PHP shall provide notice of
          regulatory agency approval prior to any transfer or change in control,
          and FHKC shall have ten (10) days thereafter to elect continuation or
          termination of this Agreement.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 22 of 41

<PAGE>

4-14      Contingency

          This Agreement and all obligations created hereunder, are subject to
          continuation and approval of funding of the FHKC by the appropriate
          state and federal or local agencies.

          IN WITNESS WHEREOF the parties hereto have executed this Agreement on
          the 2nd day of July, 2002.

                                          PHYSICIANS HEALTHCARE PLANS

                                          BY:

/s/ [ILLEGIBLE]                           /s/ Daisy Gomez
---------------                           -----------------------------------
Witness                                   Name:  Daisy Gomez
                                          Title: Government Programs Director

                                          FLORIDA HEALTHY KIDS CORPORATION
                                          BY:

/s/ [ILLEGIBLE]                           /s/ Rose M. Naff
---------------                           -------------------
Witness                                   Rose M. Naff
                                          Executive Director

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 23 of 41

<PAGE>

                                                                       EXHIBIT A

                           HEALTH SERVICES AGREEMENT

The Comprehensive Health Care Services premium for participants in the Florida
Healthy Kids Health Insurance Program for the coverage period October 1, 2002
through September 30, 2003 shall be the following on per month per participant
basis:

                              Pasco County:   $74.00
                              Polk County:    $73.00

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 24 of 41

<PAGE>

                                                                       EXHIBIT B

                             ENROLLMENT PROCEDURES

          All FHKC eligible participants will be provided with necessary
          enrollment materials and forms from FHKC or its assignee.

2.        FHKC will provide PHP with eligible participants who have selected
          PHP or who have been assigned by FHKC to PHP according to the
          provisions of Section 2-1 via an enrollment tape, using a tape layout
          to be specified by FHKC.

3.        Upon receipt of such enrollment tape, PHP acting as an agent for FHKC
          shall provide each participant with an enrollment package within five
          business days of receipt of an enrollment tape that includes at a
          minimum the following items:

          A.   A membership card displaying participant's name, participation
               number and effective date of coverage.

          B.   Participant's handbook that complies with any federal
               requirements, including at a minimum, a description of how to
               access services, a listing of any copayment requirements, the
               grievance process and the covered benefits.

          C.   Current listing of primary care physicians, specialists and
               hospital providers.

4.        All additions or deletions will be submitted in accordance with
          referenced sections of this Agreement and Exhibit B.

5.        Upon receipt of monthly tape from FHKC, PHP will process all new
          enrollments and provide new participants with an enrollment package
          within five business days of receipt of the enrollment tape.

6.        Deletions will be processed by PHP and PHP will notify each cancelled
          participant in writing by regular mail of the effective date of
          deletion.

7.        In accordance with state law, a waiting period of sixty days will be
          imposed on those participants who voluntarily cancel their coverage by
          non-payment of the required monthly premium. Cancelled participants
          must request reinstatement from FHKC and wait at least sixty days from
          the date of that request before coverage can be reinstated.

8.        FHKC is the sole determiner of eligibility and effective dates of
          coverage.

9.        PHP must also comply with the guidance issued by the Office of Civil
          Rights of the United States Department of Health and Human Services
          ("Policy Guidance on the Title VI Prohibition against National Origin
          Discrimination as it Effects Persons with Limited English
          Proficiency") regarding the availability of information and assistance
          for persons with limited English proficiency.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 25 of 41

<PAGE>

                                                                       EXHIBIT C

                            ENROLLEE BENEFIT SCHEDULE

I.        Minimum Benefits; Statutory Requirements
          PHP agrees to provide, at a minimum, those benefits that are
          prescribed by state law under Section 409.815(2)(a-p) and 409.815
          (r-t). PHP shall pay an enrollee's covered expenses up to a lifetime
          maximum of $1 million per covered enrollee.

          The following health care benefits are included under this Agreement:

<TABLE>
<CAPTION>
BENEFIT                              LIMITATIONS                                                       CO-PAYMENTS
---------------------------------    -------------------------------------------------------------     ------------------
<S>                                  <C>                                                               <C>
A. Inpatient Services                All admissions must be authorized by PHP.                         NONE
All covered services provided        The length of the patient stay shall be determined based on
for the medical care and             the medical condition of the enrollee in relation to the
treatment of an enrollee who is      necessary and appropriate level of care.
admitted as an inpatient to a        Room and board may be limited to semi-private
hospital licensed under part I       accommodations, unless a private room is considered
of Chapter 395.                      medically necessary or semi-private accommodations are
Covered services include:            not available.
physician's services; room and       Private duty nursing limited to circumstances where such
board; general nursing care;         care is medically necessary.
patient meals; use of operating      Admissions for rehabilitation and physical therapy are
room and related facilities; use     limited to 15 days per contract year.
of intensive care unit and           Shall Not Include Experimental or Investigational
services; radiological,              Procedures as defined as a drug, biological product, device,
laboratory and other diagnostic      medical treatment or procedure that meets any one of the
tests; drugs; medications;           following criteria, as determined by the Plan:
biologicals; anesthesia and          1. Reliable Evidence shows the drug, biological product,
oxygen services; special duty        device, medical treatment, or procedure when applied to the
nursing; radiation and               circumstances of a particular patient is the subject of
chemotherapy; respiratory            ongoing phase I, II or III clinical trials or
therapy; administration of           2. Reliable Evidence shows the drug, biological product,
whole blood plasma; physical,        device, medical treatment or procedure when applied to the
speech and occupational              circumstances of a particular patient is under study with a
therapy; medically necessary         written protocol to determine maximum tolerated dose,
services of other health             toxicity, safety, efficacy, or efficacy in comparison to
professionals.                       conventional alternatives, or
                                     3. Reliable Evidence shows the drug, biological product,
                                     device, medical treatment, or procedure is being delivered
                                     or should be delivered subject to the approval and
                                     supervision of an Institutional Review Board (IRB) as
                                     required and defined by federal regulations, particularly
                                     those of the U.S. Food and Drug Administration or the
                                     Department of Health and Human Services.
</TABLE>

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 26 of 41

<PAGE>

<TABLE>
<CAPTION>
BENEFIT                              LIMITATIONS                                                       CO-PAYMENTS
---------------------------------    -------------------------------------------------------------     ------------------
<S>                                  <C>                                                               <C>
B. Emergency Services                Must use a PHP designated facility or provider for                $10 per visit
Covered Services include visits      emergency care unless the time to reach such facilities or        waived if admitted
to an emergency room or other        providers would mean the risk of permanent damage to              or authorized by
licensed facility if needed          patient's health.                                                 primary care
immediately due to an injury or                                                                        physician
illness and delay means risk of
permanent damage to the
enrollee's health.

C. Maternity Services and            Infant is covered for up to three (3) days following birth or     NONE
Newborn Care                         until the infant is transferred to another medical facility,
Covered services include             whichever occurs first.
maternity and newborn care;
prenatal and postnatal care;         Coverage may be limited to the fee for vaginal deliveries.
initial inpatient care of
adolescent participants,
including nursery charges and
initial pediatric or neonatal
examination.

D. Organ Transplantation             Coverage is available for transplants and medically related       NONE
Services                             services if deemed necessary and appropriate within the
Covered Services include             guidelines set by the Organ Transplant Advisory Council or
pretransplant, transplant and        the Bone Marrow Transplant Advisory Council.
postdischarge services and
treatment of complications
after transplantation.

E. Outpatient Services               Services must be provided directly by PHP or through pre-         No co-payment for
Preventive, diagnostic,              approved referrals.                                               well child care,
therapeutic, palliative care, and                                                                      preventive care or
other services provided to an        Routine hearing and screening must be provided by                 for routine vision
enrollee in the outpatient           primary care physician.                                           and hearing
portion of a health facility                                                                           screenings.
licensed under chapter 395.          Family planning limited to one annual visit and one supply
                                     visit each ninety days.                                           $3 per office visit
Covered services include Well-
child care, including those          Chiropractic services shall be provided in the same manner
services recommended in the          as in the Florida Medicaid program.
Guidelines for Health
Supervision of Children and          Podiatric services are limited to one visit per day totaling
Youth as developed by                two visits per month for specific foot disorders. Routine
Academy of Pediatrics;               foot care must be for conditions that result in circulatory
immunizations and injections         embarrassment or desensitization.
as recommended by the                Dental services must be provided to an oral surgeon for
Advisory Committee on                medically necessary reconstructive dental surgery due to
Immunization Practices; health       injury.
education counseling and
clinical services; family            Treatment for temporomandibular joint (TMJ) disease is
planning services, vision            specifically excluded.
screening; hearing screening;
clinical radiological, laboratory    Shall Not Include Experimental or Investigational
and other outpatient diagnostic      Procedures as defined as a drug, biological product, device,
tests; ambulatory surgical           medical treatment or procedure that meets any one of the
procedures; splints and casts;       following criteria, as determined by PHP:
consultation with and treatment      1. Reliable Evidence shows the drug, biological product,
by referral physicians;              device, medical treatment, or procedure when applied to the
radiation and chemotherapy;          circumstances of a particular patient is the subject of
</TABLE>

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 27 of 41

<PAGE>

<TABLE>
<CAPTION>
BENEFIT                              LIMITATIONS                                                       CO-PAYMENTS
---------------------------------    -------------------------------------------------------------     ------------------
<S>                                  <C>                                                               <C>
chiropractic services; podiatric     ongoing phase I, II or III clinical trials or
services.                            2. Reliable Evidence shows the drug, biological product,
                                     device, medical treatment or procedure
                                     when applied to the circumstances of a
                                     particular patient is under study with a
                                     written protocol to determine maximum
                                     tolerated dose, toxicity, safety,
                                     efficacy, or efficacy in comparison to
                                     conventional alternatives, or
                                     3. Reliable Evidence shows the drug,
                                     biological product, device, medical
                                     treatment, or procedure is being
                                     delivered or should be delivered subject
                                     to the approval and supervision of an
                                     Institutional Review Board (IRB) as
                                     required and defined by federal
                                     regu1ations, particularly those of the
                                     U.S. Food and Drug Administration or the
                                     Department of Health and Human Services

E. Behavioral Health Services        All services must be provided directly by PHP or upon
Covered services include             approved referral.
inpatient and outpatient care
for psychological or                 Inpatient services are limited to not more than thirty            INPATIENT:
psychiatric evaluation.              inpatient days per contract year for psychiatric admissions,      NONE
diagnosis and treatment by a         or residential services in lieu of inpatient psychiatric
licensed mental health               admissions; however, a minimum of ten of the thirty days
professional.                        shall be available only for inpatient psychiatric services
                                     when authorized by PHP physician.

                                     Outpatient services are limited to a maximum of forty
                                     outpatient visits per contract year.                              OUTPATIENT:$3
                                                                                                       per visit

F. Substance Abuse Services          All services must be provided directly by PHP or upon             INPATIENT:
Includes coverage for inpatient      approved  referral.                                               NONE
and outpatient care for drug
and alcohol abuse including          Inpatient services are limited to not more than seven
counseling and p1acement             inpatient days per contract year for medical detoxification
assistance.                          only and thirty days residential services.
Outpatient services include
evaluation, diagnosis and            Outpatient visits are limited to a maximum of forty visits
treatment by a licensed              per contract year.                                                OUTPATIENT:$3
practitioner                                                                                           per visit

G. Therapy Services                  All treatments must be performed directly or as authorized        $3 per visit
Covered Services include             by PHP.
physical. occupational,
respiratory and speech               Limited to up to twenty-four treatment sessions within a
therapies for short-term             sixty day period per episode or injury, with the sixty day
rehabilitation where significant     period beginning with the first treatment
improvement in the enrollee's
condition will result.

H. Home Health Services              Coverage is limited to skilled nursing services only.             S3 per visit
Includes prescribed home visits      Meals, housekeeping and personal comfort items are
by both registered and licensed      excluded.
practical nurses to provide          Services must be provided directly by PHP.
skilled nursing services on a
part-time intermittent basis.

I. Hospice Services                  Once a family elects to receive hospice care for an enrollee,     $3 per visit
Covered services include             other services that treat the terminal condition will not be
reasonable and necessary             covered.
services for palliation or
</TABLE>

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 28 of 41

<PAGE>

<TABLE>
<CAPTION>
BENEFIT                              LIMITATIONS                                                       CO-PAYMENTS
---------------------------------    -------------------------------------------------------------     ------------------
<S>                                  <C>                                                               <C>
management of an enrollee's          Services required for conditions totally unrelated to the
terminal illness.                    terminal condition are covered to the extent that the
                                     services are covered under this contract.
</TABLE>

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 29 of 41

<PAGE>

<TABLE>
<CAPTION>
BENEFIT                              LIMITATIONS                                                       CO-PAYMENTS
---------------------------------    -------------------------------------------------------------     ------------------
<S>                                  <C>                                                               <C>
J.Nursing Facility Services          All admissions must be authorized by PHP and provided by          NONE
                                     a PHP affiliated facility.
Covered services include             Participant must require and receive skilled services on a
regular nursing services,            daily basis as ordered by PHP physician.
rehabilitation services, drugs       The length of the enrollee's stay shall be determined by the
and biologicals, medical             medical condition of the enrollee in relation to the
supplies, and the use of             necessary and appropriate level of care, but is no more than
appliances and equipment             100 days per contract year.
furnished by the facility.
                                     Room and board is limited to
                                     semi-private accommodations unless a
                                     private room is considered medically
                                     necessary or semi-private
                                     accommodations are not available.
                                     Specialized treatment centers and
                                     independent kidney disease treatment
                                     centers are excluded.
                                     Private duty nurses, television, and custodial care
                                     are excluded.
                                     Admissions for rehabilitation and
                                     physical therapy are limited to fifteen days per
                                     contract year.

K. Durable Medical                   Equipment and devices must be provided by authorized              NONE
Equipment and Prosthetic             PHP supplier.
Devices
Equipment and devices that are       Covered prosthetic devices include artificial eyes and
medically indicated to assist in     limbs, braces, and other artificial aids.
the treatment of a medical
condition and specifically           Low vision and telescopic lenses are not included.
prescribed as medically
necessary by enrollee's PHP          Hearing aids are covered only when medically indicated to
physician.                           assist in the treatment of a medical condition.

L. Refractions                       Enrollee must have failed vision screening by primary care        $3 per visit
Examination by a PHP                 physician.
optometrist to determine the
need for and to prescribe            Corrective lenses and frames are limited to one pair every
corrective lenses as medically       two years unless head size or prescription changes.               $10 for corrective
indicated.                                                                                             lenses
                                     Coverage is limited to Medicaid frames
                                     with plastic or SYL non-tinted lenses.

M. Pharmacy                          Prescribed drugs covered under this Agreement shall               $3 per prescription
Prescribed drugs for the             include all prescribed drugs covered under the Florida            for up to a 31-day
treatment of illness or injury       Medicaid  program. PHP may implement a pharmacy                   supply
or injury.                           benefit management program if FHKC so authorizes.
                                     Brand name products are covered if a generic
                                     substitution is not available or where the prescribing
                                     physician indicates that a brand name is medically
                                     necessary.
                                     All medications must be dispensed through PHP or a PHP
                                     designated pharmacy.
                                     All prescriptions must be written by the participant's
                                     primary care physician, PHP approved specialist or
                                     consultant physician.

N. Transportation Services           Must be in response to an emergency situation.                    $10 per service
Emergency transportation as
determined to be medically
necessary in response to an
emergency situation.
</TABLE>

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 30 of 41

<PAGE>

II.                 Cost Sharing Provisions
PHP agrees to comply with all cost sharing restrictions imposed on FHKC
participants by federal or state laws and regulations, including the following
specific provisions:

          A.       Special Populations
                   Enrollees identified by FHKC to PHP as Native Americans or
                   Alaskan Natives are prohibited from paying any cost sharing
                   amounts.

          B.       Cost Sharing Limited to No More than Five Percent of
                   Family's Income
                   FHKC may identify to PHP other enrollees who have met
                   federal requirements regarding maximum out of pocket
                   expenditures. Enrollees identified by FHKC as having met this
                   threshold are not required to pay any further cost sharing
                   for covered services for a time specified by FHKC.

          C.       PHP is responsible for informing its providers of these
                   provisions and ensuring that enrollees under this section
                   incur no further out of pocket costs for covered services
                   and are not denied access to services. FHKC will provide
                   these enrollees with a letter indicating that they may not
                   incur any cost sharing obligations.

III.               Other Benefit Provision

                   All requirements for prior authorizations must conform with
                   federal and state regulations and must be completed within
                   fourteen (14) days of request by the enrollee. Extensions to
                   this process may be granted in accordance with federal
                   and/or state regulations.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 31 of 41

<PAGE>

                                                                       EXHIBIT D

                    WORKER'S COMPENSATION, THIRD PARTY CLAIM
                    PERSONAL INJURY PROTECTION BENEFITS, AND
                            COORDINATION OF BENEFITS

A.        WORKER'S COMPENSATION

          Worker's compensation benefits are primary to all benefits that may be
          provided pursuant to this Agreement. In the event PHP provides
          services or benefits to a participant who is entitled to worker's
          compensation benefits, PHP shall complete and submit to the
          appropriate carrier, such forms, assignments, consents and releases as
          are necessary to enable PHP to obtain payment, or reimbursement, under
          the worker's compensation law.

B.        THIRD PARTY CLAIMS

          In the event PHP provides medical services or benefits to participants
          who suffer injury, disease or illness by virtue of the negligent act
          or omission of a third party, PHP shall be entitled to reimbursement
          from the participant, at the prevailing rate, for the reasonable value
          of the services or benefits provided. PHP shall not be entitled to
          reimbursement in excess of the participant's monetary recovery for
          medical expenses provided, from the third party.

C.        NO-FAULT, PERSONAL INJURY PROTECTION AND MEDICAL PAYMENTS COVERAGE

          As noted in the Florida Statutes (F.S. 641.31(8)), automobile
          no-fault, personal injury protection, and medical payments insurance,
          maintained by or for the benefit of the participant, shall be primary
          to all services or benefits that may be provided pursuant to this
          Agreement. In the event PHP provides services or benefits to a
          participant who is entitled to the aforesaid automobile insurance
          benefits, the parent/guardian or participant shall complete and submit
          to PHP, or to the automobile insurance carrier, such forms,
          assignments, consents and releases as are necessary to enable PHP to
          obtain payment or reimbursement from such automobile insurance
          carrier.

D.        COORDINATION OF BENEFITS AMONG HEALTH INSURERS

          PHP shall coordinate benefits in accordance with NAIC principles as
          may be amended from time to time. If any benefits to which a
          participant is entitled under this Agreement are also covered under
          any other group health benefit plan or insurance policy, the benefits
          hereunder shall be reduced to the extent that benefits are available
          to participant under such other plan or policy whether or not a claim
          is made for the same, subject to the following:

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 32 of 41

<PAGE>

                                                                       EXHIBIT D
                                                                     (Continued)

          1.   The rules establishing the order of benefit determination between
               this Agreement and other plan covering the participant on whose
               behalf a claim is made are as follows:

               (a)       The benefits of a policy or plan that covers the person
                         as an employee, member, or subscriber, other than as a
                         dependent are determined before those of the policy or
                         plan which covers the person as a dependent.

               (b)       Except as stated in paragraph C, when two or more
                         policies or plans cover the same child as a dependent
                         of different parents:

                         (1)The benefits of the policy or plan of the parent
                         whose birthday, excluding year of birth, falls earlier
                         in a year are determined before those of the policy of
                         the parent whose birthday, excluding year of birth,
                         falls later in that year; but

                         (2)If both parents have the same birthday, the benefits
                         of the policy or plan that covered the parent for a
                         longer period of time are determined before those of
                         the policy or plan which covered the parent for shorter
                         period of time. However, if a policy or plan subject to
                         the rule based on the birthday of the parents as stated
                         above coordinates with an out-of-state policy or plan
                         which contains provisions under the benefits of a
                         policy or a person as a dependent of a male are
                         determined before those of a policy or plan which
                         covers the person as a dependent of a female and if, as
                         a result, the policies or plans do not agree in the
                         order of benefits, the provisions or the other policy
                         or plan shall determine the order of benefits.

               (c)       If two or more policies or plans cover a dependent
                         child of divorced or separated parents, benefits for
                         the child are determined in this order:

                         (1)First, the policy or plan of the parent with custody
                         of the child;

                         (2)Second, the policy or plan of the spouse of the
                         parent with custody of the child, and

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 33 of 41

<PAGE>

                                                                       EXHIBIT D
                                                                     (Continued)

                         (3)Third, the policy or plan of the parent not having
                         custody of the child. However, if the specific terms of
                         a court decree state that one of the parents is
                         responsible for the health care expenses of the child
                         and of the entity obliged to pay or provide the
                         benefits of the policy or plan or that parent has
                         actual knowledge of those terms, the benefits of that
                         policy are determined first. This does not apply with
                         respect to any claim determination period or plan or
                         policy year during which any benefits are actually paid
                         or provided before the entity has that knowledge.

               (d)       The benefits of a policy or plan which covers a person
                         as an employee which is neither laid off nor retired,
                         or as that employee's dependent, are determined before
                         those of a policy or plan which covers that person as a
                         laid off or retired employee or as that employee's
                         dependent. If the other policy or plan is not subject
                         to this rule, and if, as result, the policies or plans
                         do not agree on the order of benefits, this paragraph
                         shall not apply.

               (e)       If none of the rules in paragraph a, paragraph b,
                         paragraph c, or paragraph d, determine the order of
                         benefits of the policy or plan which covered an
                         employee, member or subscriber for a longer period of
                         time are determined before those of the policy or plan
                         which covered that person for the shorter period of
                         time.

          2.   None of the above rules as to coordination of benefits shall
               limit the participant's right to receive direct health services
               hereunder.

          3.   Any participant claiming benefits under the Agreement shall
               furnish to PHP all information deemed necessary by it to
               implement this provision.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 34 of 41

<PAGE>

                                                                       EXHIBIT E

                       ACCESS and CREDENTIALING STANDARDS

PHP shall maintain a medical staff, under contract, sufficient to permit
reasonably prompt medical service to all participants in accordance with the
following:

          Physician and Medical Provider Standards

          PHP shall provide include only board certified pediatricians and
          family practice physicians or physician extenders working under the
          direct supervision of a board certified practitioner to serve as
          primary care physicians in its provider network for Pasco and Polk
          County.

          Additionally, PHP shall identify a medical home, as defined by the
          American Academy of Pediatrics, for each enrollee. The enrollee shall
          be given the opportunity to select a primary care physician and if a
          physician has not been selected, Insurer will assign the enrollee to a
          provider meeting the primary medical care standards above.

          The PHP may request that an individual provider be granted an
          exception to this policy by making such a request in writing to the
          Corporation and providing the provider's curriculum vitae and a reason
          why the provider should be granted an exception to the accepted
          standard. Such requests will be reviewed by the Corporation on a case
          by case basis and a written response will be made to PHP on the
          outcome of the request.

2.        Geographical Access:

          Geographical access to board certified family practice physicians,
          pediatric physicians, primary care dental providers or ARNP's,
          experienced in child health care, of approximately twenty (20) minutes
          driving time from residence to provider, except that this driving time
          limitation shall be reasonably extended in those areas where such
          limitation with respect to rural residence is unreasonable. In such
          instance, PHP shall provide access for urgent care through contracts
          with nearest providers.

3.        Timely Treatment:

          Timely treatment by providers, such that the participant shall be seen
          by a provider in accordance with the following:

          A.       Emergency care shall be provided immediately;
          B.       Urgently needed care shall be provided within twenty-four
                   (24) hours;
          C.       Routine care of patients who do not require emergency or
                   urgently needed care shall be provided within seven (7)
                   calendar days;
          D.       Follow-up care shall be provided as medically appropriate.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 35 of 41

<PAGE>

For the purposes of this section, the following definitions shall apply:

          Emergency care is that required for the treatment of an injury or
          acute illness that, if not treated immediately, could reasonably
          result in serious or permanent damage to the patient's health.

          Urgently needed care is that required within a twenty-four (24) hour
          period to prevent a condition from requiring emergency care.

          Routine care is that level of care that can be delayed without
          anticipated deterioration in the patient's medical condition for a
          period of seven (7) calendar days.

By utilization of the foregoing standards, FHKC does not intend to create
standards of care or access different from those that are deemed acceptable
within the PHP service area. Rather FHKC intends that the provider timely and
appropriately respond to patient care needs, as they are presented, in
accordance with standards of care existing within the service area. In applying
the foregoing standards, the provider shall give due regard to the level of
discomfort and anxiety of the patient and/or parent.

In the event FHKC determines that PHP, or its providers, has failed to meet the
access standards herein set forth, FHKC shall provide PHP with written notice of
non-compliance. Such notice can be provided via facsimile or other means,
specifying the failure in such detail as will reasonably allow PHP to
investigate and respond. Failure of PHP to obtain reasonable compliance or
acceptable community care under the following conditions shall constitute a
breach of this agreement:

          A.       immediately upon receipt of notice for emergency or urgent
                   problem; or
          B.       within ten (10) days of receipt of notice for routine visit
                   access.

Such breach shall entitle FHKC to such legal and equitable relief as may be
appropriate. In particular, FHKC may direct its participants to obtain such
services outside the PHP provider network. PHP shall be financially responsible
for all services under this provision.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 36 of 41

<PAGE>

                                                                       EXHIBIT F

                              ELIGIBILITY STANDARDS

                        Participant Eligibility Criteria

The following eligibility criteria for participation in the Healthy Kids Program
must be met:

          The participants must be children who are age 5 through 18, and the
          following groups are also eligible:

               Children who received coverage prior to October 1, 1998 will be
               eligible through their 19th birthday.

2.        Participants must meet the eligibility criteria established under
          Section 624.91, Florida Statutes and as implemented by FHKC Board of
          Directors.

3.        Eligible participants may enroll during time periods established by
          FHKC Board of Directors and in accordance with Section 624.91, Florida
          Statutes.

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 37 of 41

<PAGE>

                                                                       EXHIBIT G

                             REPORTING REQUIREMENTS

PHP shall provide the following reports and data tapes to FHKC according to the
time schedules detailed below. This information shall include all services
provided by PHP's subcontractors. PHP is responsible for ensuring that all
subcontractors comply with these reporting requirements.

I.        Data Tape

          A quarterly data tape shall be prepared that will contain the
          following data fields. The tape shall reflect claims and encounters
          entered during the quarter and shall be delivered to FHKC according to
          the time table listed below. PHP shall also provide quarterly tapes
          that reflect claims run-off once the Agreement between PHP and FHKC
          terminates.

                    REQUIRED DATA FIELDS TO BE CAPTURED

                         Provider's name, address and tax I.D. number (and
                         payee's group number if applicable)

                         Patient's name, address, social security number, I.D.
                         number, birth date, and sex

                         Third party payor information, including amount(s) paid
                         by other payor(s).

                         Primary and secondary diagnosis code(s) and
                         treatment(s) related to diagnosis

                         Date(s) of service

                         Procedure code(s)

                         Unit(s) of service

                         Total charge(s)

                         Total payment(s)

          Additional required hospital fields include the following:

                         Date and type of admission (emergency, outpatient,
                         inpatient, newborn, etc.)

                         For inpatient care: covered days and date of discharge

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 38 of 41

<PAGE>

                                                                       EXHIBIT G
                                                                     (Continued)

          Specific pharmacy fields include:

                         Pharmacy name and tax I.D. number

                         Other payor information

                         Rx number and date filled

                         National drug code, manufacturer number, item number,
                         package size, quantity, days supply

                         Prescriber's Florida Department of Professional
                         Regulations number

                       REQUIRED TAPE FORMAT SPECIFICATIONS
          The tape format is as follows or an alternative format as mutually
          agreed upon by both parties:

                         1600 BPI

                         EBCDIC

                         9 Track

                         no labels

                         each file not to exceed 100 megs in size

                         fixed record length

                         TIME TABLE FOR DELIVERY OF TAPE

For encounters and claims processed during:     Claims tape due to FHKC by:
------------------------------------------      ---------------------------
January 1 - March 31                            April 15

April 1 - June 30                               July 15

July 1 - September 30                           October 15

October 1 - December 31                         January 15

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 39 of 41

<PAGE>

                                                                       EXHIBIT H

        CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND
                               VOLUNTARY EXCLUSION
                           CONTRACTS AND SUBCONTRACTS

This certification is required by the regulations implementing Executive Order
12549, Debarment and Suspension, signed February 18, 1986. The guidelines were
published in the May 29, 1987, Federal Register (52 Fed. Reg., pages
20360-20369).
                                  INSTRUCTIONS

A.        Each Provider whose contract\subcontract equals or exceeds $25,000 in
federal monies must sign this certification prior to execution of each
contract\subcontract. Additionally, providers who audit federal programs must
also sign, regardless of the contract amount. The Florida Healthy Kids
Corporation cannot contract with these types of providers if they are debarred
or suspended by the federal government.

B.        This certification is a material representation of fact upon which
reliance is placed when this contract\subcontract is entered into. If it is
later determined that the signer knowingly rendered an erroneous certification,
the Federal Government may pursue available remedies, including suspension
and/or debarment.

C.        The provider shall provide immediate written notice to the contract
manager at any time the provider learns that its certification was erroneous
when submitted or has become erroneous by reason of changed circumstances.

D.        The terms "debarred," "suspended," "ineligible," "person,"
"principal," and "voluntarily excluded," as used in this certification, have the
meanings set out in the Definitions and Coverage sections of rules implementing
Executive Order 12549. You may contact the contract manager for assistance in
obtaining a copy of those regulations.

E.        The provider agrees by submitting this certification that, it shall
not knowingly enter into any subcontract with a person who is debarred,
suspended, declared ineligible, or voluntarily excluded from participation in
this contract/subcontract unless authorized by the Federal Government.

F.        The provider further agrees by submitting this certification that it
will require each subcontractor of this contract/subcontract whose payment will
equal or exceed $25,000 in federal monies, to submit a signed copy of this
certification.

G.        The Florida Healthy Kids Corporation may rely upon a certification of
a provider that it is not debarred, suspended, ineligible, or voluntarily
excluded from contracting\subcontracting unless it knows that the certification
is erroneous.

H.        This signed certification must be kept in the contract manager's file.
Subcontractor's certifications must be kept at the contractor's business
location.

                                 CERTIFICATION
The prospective provider certifies, by signing this certification, that neither
he nor his principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this
contract/subcontract by any federal agency.

Where the prospective provider is unable to certify to any of the statements in
this certification, such prospective provider shall attach an explanation to
this certification.

Signature: /s/ [ILLEGIBLE]                                       Date: 7/02/02

Name and Title of Authorized Signee
Peter Jimenez
Chief Operating Officer

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 40 of 41

<PAGE>

                                                                       EXHIBIT I

                        CERTIFICATION REGARDING LOBBYING
      CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENTS

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1)       No federal appropriated funds have been paid or will be paid, by or on
          behalf of the undersigned, to any person for influencing or attempting
          to influence an officer or employee of any agency, a member of
          congress, an officer or employee of congress, or an employee of a
          member of congress in connection with the awarding of any federal
          contract, the making of any federal grant, the making of any federal
          loan, the entering into of any cooperative agreement, and the
          extension, continuation, renewal, amendment, or modification of any
          federal contract, grant, loan, or cooperative agreement.

(2)       If any funds other than federal appropriated funds have been paid or
          will be paid to any person for influencing or attempting to influence
          an officer or employee of any agency, a member of congress, an officer
          or employee of congress, or an employee of a member of congress in
          connection with this federal contract, grant, loan, or cooperative
          agreement, the undersigned shall complete and submit Standard
          Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its
          instructions.

(3)       The undersigned shall require that the language of this certification
          be included in the award documents for all subawards at all tiers
          (including subcontracts, subgrants, and contracts under grants, loans,
          and cooperative agreements) and that all subrecipients shall certify
          and disclose accordingly.

This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction
imposed by section 1352, Title 31, U.S. Code. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.

/s/ [ILLEGIBLE]                                        7/02/02
-----------------------------                        -----------
Signature                                               Date

Peter Jimenez
-----------------------------
Name of Authorized Individual

Physicians Healthcare Plans, Inc. 55 Al
---------------------------------------
Name and Address of Organization

PHP/Pasco and Polk                               Effective Date: October 1, 2002
                                  Page 41 of 41

<PAGE>


                        STANDARD AMENDMENT TO HEALTH PLAN
                                  AMENDMENT # 1
                             TO THE CONTRACT BETWEEN
                      THE FLORIDA HEALTHY KIDS CORPORATION
                                       AND
                           PHYSICIANS HEALTHCARE PLANS

THIS AMENDMENT, entered into between the Florida Healthy Kids Corporation,
hereinafter referred to as "FHKC" and PHYSICIANS HEALTHCARE PLANS, hereinafter
referred to as "PHP", amends its contract dated July 2, 2002.

WHEREAS, the contract between FHKC and PHP allows for amendments to said
contract by mutual written consent of the parties;

WHEREAS, FHKC conducts an annual review of its contracts in order to identify
any contract provisions that require modification in order to conform to changes
in the federal and state laws and regulations as well as to reflect programmatic
changes; and,

THEREFORE, be it resolved that the Parties agree to the following amendment of
their contract:

     I.   Section 3-19-2 is amended to insert the following after
          "information.":

          PHP's policies and procedures for handling medical records and
          protected health information (PHI) shall be compliant with the Health
          Insurance Portability and Accountability Act of 1996 (HIPAA) and shall
          include provisions for when an enrollee's PHI may be disclosed without
          consent or authorization.

     II.  Section 3-20-2(d) is deleted from the contract.

     III. Section 4-4-1 is amended to insert the following after "1986.":

          PHP Insurer is responsible for issuing a certificate of creditable
          coverage to those FHKC participants who disenroll from the Program.

     IV.  Exhibit C, Section E, "Outpatient Services" is amended to include the
          following additional provision:

          Immunizations are to be provided by the primary care physician.

     V.   Exhibit E, "Access and Credentialling Standards", Paragraph I, A. is
          amended to include the following additional provision:

          Primary care physicians must provide covered immunizations to
          enrollees.

     VI.  Exhibit J is a new amendment to the Agreement between FHKC and Insurer
          and is hereby attached and incorporated into this Agreement.

PHP - Pasco and Polk
Effective Date: December 1, 2002

<PAGE>

     VII. This contract amendment is effective December 1, 2002.

All provisions in the contract and any attachments thereto in conflict with this
amendment shall be and are hereby changed to conform with this amendment.

All provisions not in conflict with this amendment are still in effect and are
to be performed at the level specified in the contract. This amendment and all
of its attachments are hereby made a part of this contract.

IN WITNESS WHEREOF, the parties hereto have caused this four (4) page amendment
to be executed by their officials thereunto duly authorized.

FLORIDA HEALTHY KIDS CORPORATION


---------------------------------                             ------------------
Rose M. Naff, Executive Director                                    Witness
Date:

PHYSICIANS HEALTHCARE PLANS

    /s/  Daisy Gomez                                           /s/ [ILLEGIBLE]
---------------------------                                   ------------------
NAME: Daisy Gomez                                                   Witness
Date: 10/16/02

PHP - Pasco and Polk
Effective Date: December 1,2002

<PAGE>

                                  CERTIFICATION

            REGARDING HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY
                             ACT OF 1996 COMPLIANCE

This certification is required for compliance with the requirements of the
Health Insurance Portability and Accountability Act of 1996 (HIPAA).

The undersigned Insurer certifies and agrees as to abide by the following:

     1.   Protected Health Information. For purposes of this Certification,
          Protected Health Information shall have the same meaning as the term
          "protected health information" in 45 C.F.R. Section 164.501, limited
          to the information created or received by the Provider from or on
          behalf of the FHKC.

     2.   Limits on Use and Disclosure of Protected Health Information. The
          Insurer shall not use or disclose Protected Health Information other
          than as permitted by this Contract or by federal and state law. The
          Insurer will use appropriate safeguards to prevent the use or
          disclosure of Protected Health Information for any purpose not in
          conformity with this Contract and federal and state law. The Insurer
          will not divulge, disclose, or communicate in any manner any Protected
          Health Information to any third party without prior written consent
          from the FHKC. The Insurer will report to the FHKC, within two (2)
          business days of discovery, any use or disclosure of Protected Health
          Information not provided for in this Contract of which the Insurer is
          aware. A violation of this paragraph shall be a material violation of
          this Contract.

     3.   Use and Disclosure of Information for Management, Administration, and
          Legal Responsibilities. The Insurer is permitted to use and disclose
          Protected Health Information received from the Insurer for the proper
          management and administration of the Insurer or to carry out the legal
          responsibilities of the Insurer, in accordance with 45 C.F.R.
          l64.504(e)(4). Such disclosure is only permissible where required by
          law, or where the Insurer obtains reasonable assurances from the
          person to whom the Protected Health Information is disclosed that: (1)
          the Protected Health Information will be held confidentially, (2) the
          Protected Health Information will be used or further disclosed only as
          required by law or for the purposes for which it was disclosed to the
          person, and (3) the person notifies the Insurer of any instance of
          which it is aware in which the confidentiality of the Protected Health
          Information has been breached.

     4.   Disclosure to Subcontractors or Agents. The Insurer agrees to enter
          into a subcontract with any person, including a subcontractor or
          agent, to whom it provides Protected Health Information received from,
          or created or received by the Insurer on behalf of, the FHKC. Such
          subcontract shall contain the same terms, conditions, and restrictions
          that apply to the Insurer with respect to Protected Health
          Information.

          Access to Information. The Insurer shall make Protected Health
          Information available in accordance with federal and state law,
          including providing a right of access to persons who are the subjects
          of the Protected Health Information.

PHP - Pasco and Polk
Effective Date: December 1, 2002

<PAGE>

     6.   Amendment and Incorporation of Amendments. The Insurer shall make
          Protected Health Information available for amendment and to
          incorporate any amendments to the Protected Health Information in
          accordance with 45 C.F.R. Section 164.526.

     7.   Accounting for Disclosures. The Insurer shall make Protected Health
          Information available as required to provide an accounting of
          disclosures in accordance with 45 C.F.R. Section 164.528.

     8.   Access to Books and Records. The Insurer shall make its internal
          practices, books, and records relating to the use and disclosure of
          Protected Health Information received from, or created or received by
          the Insurer on behalf of, the FHKC to the Secretary of the Department
          of Health and Human Services or the Secretary's designee for purposes
          of determining compliance with the Department of Health and Human
          Services Privacy Regulations.

     9.   Termination. At the termination of this contract, the Insurer shall
          return all Protected Health Information that the Insurer still
          maintains in any form, including any copies or hybrid or merged
          databases made by the Insurer; or with prior written approval of the
          FHKC, the Protected Health Information may be destroyed by the Insurer
          after its use. If the Protected Health Information is destroyed
          pursuant to the FHKC's prior written approval, the Insurer must
          provide a written confirmation of such destruction to the FHKC. If
          return or destruction of the Protected Health Information is
          determined not feasible by the FHKC, the Provider agrees to protect
          the Protected Health Information and treat it as strictly
          confidential.

CERTIFICATION

          The Insurer and the Florida Healthy Kids Corporation have caused this
          Certification to be signed and delivered by their duly authorized
          representatives, as of the date set forth below.

          Provider Name:

               /s/  Daisy Gomez                                    10/16/02
          ---------------------------                          -----------------
                 Signature                                           Date

          Daisy Gomez, Gov't Prog. Dir.
          ----------------------------
          Name and Title of Authorized Signee

PHP- Pasco and Polk
Effective Date: December 1, 2002