<PAGE>

                                                                   Exhibit 10.34

                            MEDICAL SERVICES CONTRACT

                        FLORIDA HEALTHY KIDS CORPORATION

                                       and

                        PHYSICIANS HEALTHCARE PLANS, INC.

                                 Pinellas County

                                 Effective Date:
                       February 1,2000 - September 30,2001

                        Amendment #1 - Effective 12/01/01
                        Amendment #2 - Effective 12/01/02

<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       PHYSICIANS HEALTHCARE PLANS, INC. (PHP)

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

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 2 of 44

<PAGE>

                     3-19-4 Referrals
             3-20    Availability of Records
             3-21    Audits
                     3-21-1  Accessibility of Records
                     3-21-2  Financial Audit
                     3-21-3  Post-Contract Audit
                     3-21-4  Accessibility for Monitoring
             3-22    Indemnification
             3-23    Confidentiality of Information
             3-24    Insurance
             3-25    Lobbying Disclosure
             3-26    Reporting Requirements
             3-27    Participant Liability
             3-28    Protection of Proprietary Information
             3-29    Regulatory Filings

SECTION      4       TERMS AND CONDITIONS

             4-1     Effective Date
             4-2     Multi-year Agreement
             4-3     Entire Understanding
             4-4     Independent Contractor
             4-5     Assignment
             4-6     Notice
             4-7     Amendments
             4-8     Governing Law
             4-9     Contract Variation
             4-10    Attorney's Fees
             4-11    Representatives
             4-12    Termination
             4-13    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: Grievance Procedure
             Exhibit G: Eligibility
             Exhibit H: Reporting Requirements
             Exhibit I: Certification Regarding Debarment, Suspension and
                        Involuntary Cancellation

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 3 of 44

<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,
INC., 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 Invitation to Participate in the FHKC School
Enrollment-Based 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 Invitation to Participate; and

        WHEREAS, PHP's proposal in response to the Invitation to Participate was
selected through a competitive bid process as the 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, FHKC is desirous of using PHP's provider network to deliver
comprehensive health care services to all eligible FHKC participants in Pinellas
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
                        pursuant to

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 4 of 44

<PAGE>

                        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" 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.

                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 a 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.

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001             Page 5 of 44

<PAGE>

SECTION 2 FLORIDA HEALTHY KIDS CORPORATION RESPONSIBILITIES

2-1     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 contract 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 February, 2000. 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
contract, 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.

2-3     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.

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 6 of 44

<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.

2-4     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 Pinellas 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 which may be required from time to time.

2-8     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

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 7 of 44

<PAGE>

the third party.

SECTION 3 PHP RESPONSIBILITIES

3-1     Benefits

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

3-2     Access to Care

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.

3-3     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
which shall not be unreasonably withheld.

PHP will be responsible for all preparation, cost and distribution of members
PHP handbooks, plan documents, materials, and orientation, for FHKC
participants. Materials will be appropriate to the population served and unique
to the program.

3-4     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 Pinellas County
School System, provided however, PHP reserves the right to review and concur in
any such marketing materials prior to their dissemination.

3-5     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.

3-6     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.

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001             Page 8 of 44

<PAGE>

3-7     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
                l-l(F).

3-8     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 Contract 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 contract 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; 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.

3-9     Participant Certificates and Handbooks

PHP will issue participant certificates and handbooks to all FHKC designated
participants. 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.

3-10    Refusal of Coverage

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

3-11    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.

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001             Page 9 of 44

<PAGE>

3-12    Grievances and Complaints

PHP agrees to provide all FHKC participants a Grievance Process and the
grievance and complaint procedures shall be governed by the following 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.

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

3-13    Claims Payment

PHP will pay any claims from its offices located at 777 South Harbor Island
Blvd., Tampa,  Florida 33602 (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.

3-14    Notification

PHP shall immediately notify FHKC of:

        A.      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.

        B.      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.

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

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

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 10 of 44

<PAGE>

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

        F.      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).

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

        H.      On a monthly basis, inform FHKC 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.

3-15    Rates

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

3-16    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

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 11 of 44

<PAGE>

                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.

3-17    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.

3-18    Medical Records Requirements

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

        3-18-1  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 Pinellas
                County.

3-19    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.

        3-19-1  Quality Enhancement Authority. The Plan shall have a quality
                enhancement review authority which shall:

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 12 of 44

<PAGE>

                (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.

        3-19-2  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.

                (b)     Prioritizing problem areas for resolution and designing
                        strategies for change.

                (c)     Implementing improvement activities and measuring
                        success.

                (d)     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.

        3-19-3  Peer Review Authority. The plan's quality enhancement program
                shall have a peer review component and a peer review authority.

                Scope of Activities

                (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.

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 13 of 44

<PAGE>

                (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.

        3-19-4  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.

3-20    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.

3-21    Audits

        3-21-1  Accessibility of Records

                PHP shall maintain books, records, documents, and other evidence
                pertaining to the administrative costs and expenses of the
                contract 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 contract 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

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 14 of 44

<PAGE>

                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.

        3-21-2  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.

        3-21-3  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.

        3-21-4  Accessibility for Monitoring

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

3-22    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

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 15 of 44

<PAGE>

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 contract 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.

3-23    Confidentiality of Information

PHP shall treat all information, and in particular information relating to
participants which is obtained by or through its performance under the contract,
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 contract.

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

3-24    Insurance

PHP shall not commit any work in connection with the contract 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 which 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 contract. Failure to provide proof of coverage may result in
the contract being terminated.

3-25    Lobbying Disclosure

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 16 of 44

<PAGE>

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.

3-26    Reporting Requirements

PHP agrees to provide on a timely basis the quarterly statistical reports
detailed in Exhibit H to FHKC which FHKC must have to satisfy reporting
requirements.

3-27    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 or 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.

3-28    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 parties will disclose or allow to be
disclosed proprietary information, by any means, to any person without the prior
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.

3-29    Regulatory Filings

PHP will forward all regulatory filings, (i.e., documents, forms and rates)
relating to this contract 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

4-1     Effective Date

This Agreement shall be effective on the first (1st) day of February, 2000 and
shall remain in effect through September 30, 2001.

4-2     Multiple Year Agreement

Parties hereto agree this is a "Multiple Year Agreement" meaning this Agreement
which is effective as of February 1, 2000 shall extend through September 30,
2001, and shall thereafter be automatically renewed for no

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 17 of 44

<PAGE>

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     Independent Contractor

The relationship of PHP to the FHKC shall 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 contract.

        h.      OMB Circular A-l10 (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 contract. Covered transactions
                include procurement contracts for services equal to or in excess
                of $25,000 and all non-procurement transactions.

4-5     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.

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 18 of 44

<PAGE>

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

4-6     Notice

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

                        For PHYSICIANS HEALTHCARE PLANS, INC.,
                        PHYSICIANS HEALTHCARE PLANS, INC.
                        2333 PONCE DE LEON BLVD., SUITE 303
                        CORAL GABLES, FLORIDA 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.

4-9     Governing Law

This Agreement shall be construed and governed in accordance with the laws of
the State of Florida.

4-10    Contract Variation

If any provision of the contract (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 obligation arising under such provisions. If the
remainder of the contract 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 contract should be amended or judicially
interpreted as to render the fulfillment of the contract impossible or
economically infeasible, both FHKC and PHP will be discharged from further
obligations created under the terms of the contract.

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.

4-12    Representatives

Each party shall designate a representative to serve as the day to day
management of FHKC School Based Health Insurance Plan, helping to resolve
services questions, assuring proper arbitration in the event of a dispute, as
well

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 19 of 44

<PAGE>

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.

4-13    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 default 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.

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 20 of 44

<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 16th day of November, 1999.

                                             PHYSICIANS HEALTHCARE PLANS, INC.
                                             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

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 21 of 44

<PAGE>

                                                                       EXHIBIT A

                            HEALTH SERVICES AGREEMENT

The Comprehensive Health Care Services premium for participants in the Florida
Healthy Kids School Enrollment-Based Health Insurance Program for the coverage
period February 1, 2000 through September 30, 2001 shall be $81.51 per month for
each covered participant.

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 22 of 44

<PAGE>

                                                                       EXHIBIT B

                              ENROLLMENT PROCEDURES

1       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 including:

        A.      A members PHP card displaying participants name, participation
                number, and effective date of coverage.

        B.      Participants handbook.

        C.      Current listing of primary care 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 enrollment package
        described above.

6.      Deletions will be processed by PHP and participants will be notified in
        writing by regular mail advising them of the effective date of deletion.

7.      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. Canceled participants must request reinstatement from FHKC and
        wait at least sixty days from the date of that request before coverage
        can be reinstated.

Physicians Healthcare                February 1, 2000 -
Plans\Pinellas                       September 30, 2001            Page 23 of 44

<PAGE>

                                                                       EXHIBIT C

                            ENROLLEE BENEFIT SCHEDULE

The following health care benefits are included under this contract and PHP
shall pay an enrollee's covered expenses up to a lifetime maximum of $1 million
per covered enrollee.

<TABLE>
<CAPTION>
               BENEFIT                                  LIMITATIONS                                   CO-PAYMENT
<S>                                         <C>                                          <C>
A.   Inpatient Hospital Services            All admissions must be authorized by PHP.    NONE

All covered services provided for the       The length of the patient stay shall be
medical care and treatment of an            determined based on the medical
enrollee who is admitted as an inpatient    condition of the enrollee in relation to
to a hospital licensed under part 1 of      the necessary and appropriate level of
Chapter 395.                                care.

Covered services include: physician's       Room and board may be limited to
services; room and board; general           semi-private accommodations, unless a
nursing care; patient meals; use of         private room is considered medically
operating room and related facilities;      necessary or semi-private accommodations
use of intensive care unit and services;    are not available.
radiologic, laboratory and other
diagnostic tests; drugs; medications;       Private duty nursing limited to
biologicals; anesthesia and oxygen          circumstances where such care is
services; special duty nursing;             medically necessary.
radiation and chemotherapy; respiratory
therapy; administration of whole blood      Admissions for rehabilitation and
plasma; physical, speech and                physical therapy are limited to 15 days
occupational therapy; medically             per contract year.
necessary services of other health
professionals.                              Shall Not Include Experimental or
                                            Investigational Procedures as defined
                                            as a drug, biological product, device,
                                            medical treatment or procedure that
                                            meets any one of the following criteria,
                                            as determined by the Plan:

                                            1. Reliable Evidence shows the drug,
                                            biological product, device, medical
                                            treatment, or procedure when applied to
                                            the circumstances of a particular
                                            patient is the subject of ongoing phase
                                            I, II or III clinical trials or
                                            2. Reliable Evidence shows the drug,
                                            biological product, device, medical
                                            treatment or procedure when
</TABLE>

Enrollee Benefit Schedule                                          Page 24 of 44

<PAGE>

<TABLE>
<S>                                         <C>                                          <C>
                                            applied to the circumstances of a
                                            particular patient is under study with a
                                            written protocol to determine maximum
Inpatient Services, (cont'd)                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
                                            regulations, particularly those of the
                                            U.S. Food and Drug Administration or the
                                            Department of Health and Human Services.

B.   Emergency Services                     Must use a PHP designated facility or        $10 per visit
                                            provider for emergency care unless the       (waived if primary care
Covered Services include visits to an       time to reach such facilities or             physician authorizes or if admitted)
emergency room or other licensed            providers would mean the risk of
facility if needed immediately due to an    permanent damage to patient's health.
injury or illness and delay means risk
of permanent damage to the enrollee's
health.

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

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

Enrollee Benefit Schedule                                          Page 25 of 44

<PAGE>

<TABLE>
<S>                                         <C>                                          <C>
C.   Outpatient Services                    Services must be provided directly by        No co-payment for well child care,
                                            PHP or through pre-approved referrals.       preventive care or for routine vision
Preventive, diagnostic, therapeutic,                                                     and hearing screenings.
palliative care, and other services         Routine hearing and screening must be
provided to an enrollee in the              provided by primary care physician.          $3 per office visit
outpatient portion of a health facility
licensed under chapter 395.                 Family planning limited to one annual
                                            visit and one supply visit each ninety
Covered services include Well-child         days.
care, including services recommended in
the Guidelines for Health Supervision of    Chiropractic services shall be provided
Children and Youth as developed by          in the same manner as in the Florida
Academy of Pediatrics; immunizations and    Medicaid program.
injections; health education counseling
and clinical services; family planning      Podiatric services are limited to one
services, vision screening; hearing         visit per day totaling two visits per
screening; clinical radiologic,             month for specific foot disorders.
laboratory and other outpatient             Routine foot care must be for conditions
diagnostic tests; ambulatory surgical       that result in circulatory embarrassment
procedures; splints and casts;              or desensitization.
consultation with and treatment by
referral physicians; radiation and          Dental services must be provided to an
chemotherapy; chiropractic services;        oral surgeon for medically necessary
podiatric services.                         reconstructive dental surgery due to
                                            injury.

                                            Treatment for temporomandibular joint
                                            (TMJ) disease is specifically excluded.

                                            Shall Not Include Experimental or
                                            Investigational Procedures as defined as
                                            a drug, biological product, device,
                                            medical treatment or procedure that
                                            meets any one of the following criteria,
                                            as determined by the Plan:

                                            1. Reliable Evidence shows the drug,
                                            biological product, device, medical
                                            treatment, or procedure when applied to
                                            the circumstances of a particular
                                            patient is the subject of ongoing phase
                                            I, II or III clinical trials or
                                            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
</TABLE>

Enrollee Benefit Schedule                                          Page 26 of 44

<PAGE>

<TABLE>
<S>                                         <C>                                          <C>
                                            3. Reliable Evidence shows the drug,
Outpatient Services, (cont'd)               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.

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

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

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

Enrollee Benefit Schedule                                          Page 27 of 44

<PAGE>

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

I.   Home Health Services                   Coverage is limited to skilled nursing       $3 per visit
                                            services only.
Includes prescribed home visits by both
registered and licensed practical nurses    Meals, housekeeping and personal
to provide skilled nursing services on a    comfort items are excluded.
part-time intermittent basis.
                                            Services must be provided directly by
                                            PHP.

J.   Hospice Services                       Once a family elects to receive hospice      $3 per visit
                                            care for an enrollee, other services
Covered services include reasonable and     that treat the terminal condition will
necessary services for palliation or        not be covered.
management of an enrollee's terminal
illness.                                    Services required for conditions totally
                                            unrelated to the terminal condition are
                                            covered to the extent that the services
                                            are covered under this contract.
</TABLE>

Enrollee Benefit Schedule                                          Page 28 of 44

<PAGE>

<TABLE>
<S>                                         <C>                                          <C>
K.   Nursing Facility Services              All admissions must be authorized by PHP     NONE
                                            and provided by a PHP affiliated
Covered services include regular nursing    facility.
services, rehabilitation services, drugs
and biologicals, medical supplies, and      Participant must require and receive
the use of appliances and equipment         skilled services on a daily basis as
furnished by the facility.                  ordered by PHP physician.

                                            The length of the enrollee's stay shall
                                            be determined by the medical condition
                                            of the enrollee in relation to the
                                            necessary and appropriate level of care,
                                            but is no more than 100 days per
                                            contract year.

                                            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.

L.   Durable Medical Equipment and          Equipment and devices must be provided       NONE
     Prosthetic Devices                     by authorized PHP supplier.

Equipment and devices that are medically    Covered prosthetic devices include
indicated to assist in the treatment of     artificial eyes and limbs, braces, and
a medical condition and specifically        other artificial aids.
prescribed as medically necessary by
enrollee's PHP physician.                   Low vision and telescopic lenses are not
                                            included.

                                            Hearing aids are covered only when
                                            medically indicated to assist in the
                                            treatment of a medical condition.
</TABLE>

Enrollee Benefit Schedule                                          Page 29 of 44

<PAGE>

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

N.   Pharmacy                               Covered drugs are limited to the Florida     $3 per prescription for up to a 31-day
                                            Medicaid formulary with generic              supply
Prescribed drugs for the treatment of       substitution.
illness or injury or injury.
                                            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.

O.   Transportation Services                Must be in response to an emergency          $10 per service
                                            situation.
Emergency transportation as determined
to be medically necessary in response to
an emergency situation.

P.   Dental Services                        PHP shall provide enrolles with the same     No Co payment
                                            dental benefits provided to its Medicaid
                                            members.
</TABLE>

<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 which
                may be provided pursuant to this contract. 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 which may be
                provided pursuant to this contract. 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 contract 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\Pinellas County                                                Page 31 of 44

<PAGE>

                                                                       EXHIBIT D
                                                                     (Continued)

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

                (a)        The benefits of a policy or plan which 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 which 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\Pinellas County                                                Page 32 of 44

<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 contract shall
                furnish to PHP all information deemed necessary by it to
                implement this provision.

PHP\Pinellas County                                                Page 33 of 44

<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:

1.              Primary Care Physician Standards

                PHP shall 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 Pinellas
                County. PHP may request that an individual physician be granted
                an exception to this policy by making such a request in writing
                to the Corporation and providing the physician's curriculum
                vitae and a reason why the physician 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, 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.      Physical examinations shall be provided within four (4)
                        weeks of request for appointment; and

                E.      Follow-up care shall be provided as medically
                        appropriate.

PHP\Pinellas County                                                Page 34 of 44

<PAGE>

                                                                       EXHIBIT E
                                                                     (Continued)

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 which, 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 which 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 which 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\Pinellas County                                                Page 35 of 44

<PAGE>

                                                                       EXHIBIT F

                    GRIEVANCE, ARBITRATION AND LEGAL PROCESS

                    GRIEVANCE, ARBITRATION AND LEGAL PROCESS

A.              GRIEVANCE AND ARBITRATION

                Complaints or disputes which do not involve allegations of
                "medical negligence" against a health care provider as defined
                in Chapter 768, Florida Statutes, shall be subject to grievance
                and arbitration as hereinafter set forth:

                1.      Initiation of Complaint:

                        a.      If a participant's complaint cannot be resolved
                                satisfactorily on an informal basis, the
                                participant shall complete and submit to PHP, a
                                grievance form recording the participant's name,
                                address, telephone number, client number and as
                                many facts as possible related to the problem
                                (date, time, people, circumstances, etc.). The
                                completed form shall be filed with the PHP
                                Member Relations Counselor (MRC) within sixty
                                (60) days from the date the problem occurred.

                        b.      A written response shall be made acknowledging
                                receipt and filing of said form by the MRC
                                within two (2) working days from the date
                                written grievance was received.

                        c.      The Executive Director and Medical Director of
                                PHP, or their designee(s) shall review the
                                written grievance, conduct a fact-finding
                                examination, and issue a decision in writing to
                                all parties concerned, within ten (10) working
                                days from date the written grievance was
                                received by the MRC.

                2.      Appeal to the Grievance Committee:

                        a.      If any participant declines to accept the
                                decision of Executive Director and Medical
                                Director, that participant has fourteen (14)
                                working days within which to file a formal
                                written appeal to the Grievance Committee.

                        b.      The composition of the Grievance Committee shall
                                comply with appropriate state and federal
                                regulations.

                        c.      The Grievance Committee shall be convened within
                                thirty

PHP\Pinellas County                                                Page 36 of 44

<PAGE>

                                (30) days of receipt of the written appeal. The
                                complaining participant shall present, either in
                                person or in writing, his/her complaint. Upon
                                completion of the participant's presentation,
                                the Grievance Committee shall have seven (7)
                                days in which to deliberate and issue a formal
                                written decision. The deliberations of the
                                Grievance Committee shall be closed to both the
                                complaining participant and the public.

                        d.      Any decision to resolve the complaint that
                                involves distribution of PHP monies is subject
                                to confirmation and ratification by PHP's
                                Executive Committee or the Board of Directors.

                3.      The participant always has the right to appeal to the
                        FHKC and/or the Statewide Subscriber Assistance Program
                        prior to entering arbitration or legal process.

                4.      Arbitration:

                        If a participant refuses to accept the decision of the
                        Grievance Committee, or the decision of the PHP
                        Executive Committee or the Board of Directors, or the
                        Statewide Subscriber Assistance Program as provided
                        above, such participant shall file a claim for binding
                        arbitration as follows:

                        a.      Participant shall initiate the claim by serving
                                on PHP, by registered mail, a notice of the
                                existence and nature of claims, the remedy
                                sought, the amount claimed, and a demand for
                                arbitration. A copy of such letter shall be sent
                                to PHP at the address listed in Section 4-7.
                                Within thirty (30) calendar days after initial
                                notice to PHP, participant and PHP shall each
                                designate an arbitrator and notify the other of
                                that designation. Within thirty (30) days after
                                designation of the arbitrators and payments of
                                the initial deposits, the two arbitrators shall
                                select a neutral arbitrator, and the three
                                arbitrators shall hold a hearing within 210 days
                                from the date of initial designation, at a time
                                and place designated pursuant to paragraph g
                                below. If the claimant and respondent agree, in
                                writing, the arbitration may be conducted by a
                                single arbitrator.

                                                                       EXHIBIT F
                                                                     (Continued)

                        b.      All claims based upon the same incident,
                                transaction or related circumstances shall be
                                arbitrated in one proceeding, and any claim
                                based upon the incident and not submitted to

PHP\Pinellas County                                                Page 37 of 44

<PAGE>

                                arbitration shall be waived and forever barred
                                to any claimant.

                        c.      The arbitrators shall have jurisdiction only
                                over parties ("Respondent") actually served or
                                who submit voluntarily to their jurisdiction.

                        d.      The arbitrators shall not have jurisdiction to
                                determine whether PHP is liable for the
                                professional negligence of any physician
                                providing services under the contract.

                        e.      A claim shall be waived and forever barred if,
                                on the date notice thereof is received by the
                                party served, the claim, if it were asserted in
                                a civil action filed on that day, would be
                                barred by the applicable statute of limitations
                                of the state in which the cause for action
                                arose. Such determination shall be made by the
                                arbitrators.

                        f.      Initial service shall be by registered mail,
                                postage prepaid. Any subsequent notices or other
                                papers required to be served in the course of
                                arbitration proceedings, shall be directed to
                                the arbitrators at the address or addresses
                                which they designate by written notice to the
                                other party.

                        g.      The neutral arbitrator shall designate the time
                                and place for the hearing in a county in which
                                an alleged wrongful act or omission allegedly
                                occurred, except that if the claim involves both
                                parties, evidence or witnesses located in more
                                than one country or state, the arbitrators may
                                select a time and place of hearing to facilitate
                                presentation of evidence necessary or desirable
                                for arbitration.

                        h.      Modifications of any matter herein provided for
                                may be made by mutual agreement of the parties
                                and the neutral arbitrator. With respect to any
                                matter not expressly provided for herein, the
                                arbitration shall be governed by Florida law.

PHP\Pinellas County                                                Page 38 of 44

<PAGE>

                                                                       EXHIBIT F
                                                                     (Continued)

                        i.      The decision of the arbitrators shall be
                                enforceable in a court of competent
                                jurisdiction.

B.              LEGAL PROCESS

                Complaints or disputes which do involve allegations of "medical
                negligence" against a "health care provider" as defined in
                Chapter 768, Florida Statutes, shall be subject to the provision
                of that chapter as may be amended from time to time.

PHP\Pinellas County                                                Page 39 of 44

<PAGE>

                                                                       EXHIBIT G

                              ELIGIBILITY STANDARDS

                        PARTICIPANT ELIGIBILITY CRITERIA

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

1.              The participants must be children who are age 5 through 18.
                Children between the ages of 3 and 5 who received coverage prior
                to the effective date of this contract will be also be eligible
                and children who received coverage prior to October 1, 1998 will
                be eligible through their 19th birthday.

2.              All enrolled participants must have had no comparable health
                insurance coverage at the time of program enrollment.

3.              Participants must not be enrolled in or eligible for Medicaid,
                Medicare, the Children's Medical Services program or other
                comparable governmental sponsored health benefits program.

4.              In addition to the open enrollment period, new students
                enrolling in the Pinellas School System may be eligible for the
                School Enrollment Based Insurance Program. In order to become a
                participant, a student must meet all other eligibility standards
                and must apply for coverage within thirty (30) days of entry
                into the Pinellas County School System.

5.              In addition to the Open enrollment period otherwise eligible
                participants may enroll in the program upon submission of proof
                of involuntary termination of comparable health insurance
                coverage, including termination of eligibility for Medicaid.

PHP\Pinellas County                                                Page 40 of 44

<PAGE>

                                                                       EXHIBIT H

                             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.

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
                contract 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\Pinellas County                                                Page 41 of 44

<PAGE>

                                                                       EXHIBIT H
                                                                     (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:

                .       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\Pinellas County                                                Page 42 of 44

<PAGE>

                                                                       EXHIBIT H
                                                                     (Continued)

II.             Utilization and Cost Information

                The following information is to be 1) provided monthly for the
                current month as well as year-to-date; and 2) delivered by the
                last day of each month for services rendered during the prior
                month.

                .       Member months

                .       Hospital admissions per 1000

                .       Hospital bed days per 1000

                .       Surgeries per 1000

                .       Primary care physician visits per 1000

                .       Specialist/referral visits per 1000

                .       Emergency room visits per 1000

                .       Average length of hospital stay

                .       Listing of hospital admissions, including admission and
                        discharge date, diagnosis, type of service, name of
                        hospital, and amount paid

                .       Listing of outpatient procedures, including date,
                        diagnosis, procedure, and name of hospital

                .       Average cost per hospital day

                .       Average cost per hospital admission

                .       Dental Visits per 1000

PHP\Pinellas County                                                Page 43 of 44

<PAGE>

                                                                       EXHIBIT I

        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

1.              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.

2.              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                                                                   Date

---------------------------------------------
Name and Title of Authorized Signee

PHP\Pinellas County                                                Page 44 of 44

<PAGE>

                                  AMENDMENT #1
                             TO THE CONTRACT BETWEEN
                      THE FLORIDA HEALTHY KIDS CORPORATION
                                       AND
                          PHYSICIANS HEALTH CARE PLANS

THIS AMENDMENT, entered into between the Florida Healthy Kids Corporation,
hereinafter referred to as "FHKC" and PHYSICIANS HEALTH CARE PLANS, hereinafter
referred to as "PHP", amends its contract dated November 16, 1999.

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

WHEREAS, the federal regulations governing programs such as FHKC became
effective August 24,2001 and this Amendment will effectuate the changes required
by said federal regulations;

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

I.      Section 1-1 is amended to read:
        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
                        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

PHP/Pinellas                                                        Page 1 of 19
Effective Date: December 1, 2001

<PAGE>

                                        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.

II.     Section 3-2- Access to Care is amended to read:

        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/Pinellas                                                        Page 2 of 19
Effective Date: December 1, 2001

<PAGE>

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

III.    Section 3-3 is amended to read:

        3-3     Fraud and Abuse (renumber subsequent sections)

        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.

IV.     Section 3-9 is amended to read:

        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.

V.      Section -3-12 is amended to read:

        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.
        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

PHP/Pinellas                                                        Page 3 of 19
Effective Date: December 1, 2001

<PAGE>

                shall also inform FHKC of any grievances that are referred to
                the Statewide Subscriber Assistance Panel prior to their
                presentation at the panel.

VI.     Section 3-14 is amended to read:
        3-14    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.

        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.

VII.    Section 3-18 is amended to read:

        3-18    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.

        3-18-1  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

PHP/Pinellas                                                        Page 4 of 19
Effective Date: December 1, 2001

<PAGE>

                provided to FHKC participants in Pinellas 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.

        3-18-2  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.

        3-18-3  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.

VIII.   Section 3-26 is amended to read:

        3-26    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.

IX.     A new section 4-4 is created and subsequent sections are renumbered as
        follows:

        4-4     Relation to Other Laws (renumber subsequent sections)

                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/Pinellas                                                        Page 5 of 19
Effective Date: December 1, 2001

<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.

X.      Section 4-4 is renumbered and amended to read:

        4-4     Independent Contractor

        The relationship of PHP to the FHKC shall 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-l10 (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.
                i.      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.

PHP/Pinellas                                                        Page 6 of 19
Effective Date: December 1, 2001

<PAGE>

XI.     Section 4-8 is amended to read as follows:

        4-8     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.

XII.    Exhibits B, C, E and G are hereby amended as attached and incorporated
        into the Agreement.

XIII.   Exhibit F is removed from the Agreement and the remaining Amendments are
        renumbered.

XIV.    Exhibits I and J are new Exhibits to the existing Agreement between FHKC
        and PHP and are hereby attached and incorporated into the Agreement.

XV.     The effective date of this Amendment is December 1, 2001.

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 19 page amendment to be
executed by their officials thereunto duly authorized.

FLORIDA HEALTHY KIDS CORPORATION

/s/ Rose M. Naff
---------------------------------
Rose M. Naff, Executive Director
Date: 12/20/01

PHYSICIANS HEALTH CARE PLANS

/s/ Peter L. Jimenez
---------------------------------
Name: PETER L. JIMENEZ
Date: 11/26/01

PHP/Pinellas                                                        Page 7 of 19
Effective Date: December 1, 2001

<PAGE>

                                    EXHIBIT B
                              ENROLLMENT PROCEDURES

1.      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/Pinellas                                                        Page 8 of 19
Effective Date: December 1, 2001

<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:

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

PHP/Pinellas                                                        Page 9 of 19
Effective Date: December 1, 2001

<PAGE>

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

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

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

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

PHP/Pinellas                                                       Page 10 of 19
Effective Date: December 1, 2001

<PAGE>

BENEFIT                  LIMITATIONS                             CO-PAYMENTS
--------------------------------------------------------------------------------
by referral physicians;  device, medical treatment, or
radiation and            procedure when applied to the
chemotherapy;            circumstances of a particular patient
chiropractic services;   is the subject of ongoing phase I, II
podiatric services.      or III clinical trials or
                         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 regulations, particularly
                         those of the U.S. Food and Drug
                         Administration or the Department of
                         Health and Human Services

E. Behavioral Health     All services must be provided directly
Services                 by PHP or upon approved referral.
Covered services
include inpatient and
outpatient care for      Inpatient services are limited to not   INPATIENT:
psychological or         more than thirty inpatient days per     NONE
psychiatric evaluation,  contract year for psychiatric
diagnosis and treatment  admissions, or residential services in
by a licensed mental     lieu of inpatient psychiatric
health professional.     admissions; however, a minimum of ten
                         of the thirty days 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  OUTPATIENT:$3
                         contract year.                          per visit

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

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

H. Home Health Services  Coverage is limited to skilled nursing  $3 per visit
Includes prescribed      services only. Meals, housekeeping and
home visits by both      personal comfort items are excluded.
registered and licensed  Services must be provided directly by
practical nurses to      PHP.
provide skilled nursing
services on a part-time
intermittent basis.

PHP/Pinellas                                                       Page 11 of 19
Effective Date: December 1, 2001

<PAGE>

BENEFIT                  LIMITATIONS                             CO-PAYMENTS
--------------------------------------------------------------------------------
I. Hospice Services      Once a family elects to receive         $3 per visit
Covered services         hospice care for an enrollee, other
include reasonable and   services that treat the terminal
necessary services for   condition will not be covered.
palliation or
management of an
enrollee's terminal      Services required for
illness.                 conditions totally unrelated to the
                         terminal condition are covered to the
                         extent that the services are covered
                         under this contract.

J.Nursing Facility       All admissions must be authorized by    NONE
Services                 PHP and provided by a PHP affiliated
                         facility.
Covered services         Participant must require and receive
include regular nursing  skilled services on a daily basis as
services,                ordered by PHP physician.
rehabilitation           The length of the enrollee's stay
services, drugs and      shall be determined by the medical
biologicals, medical     condition of the enrollee in relation
supplies, and the use    to the necessary and appropriate level
of appliances and        of care, but is no more than 100 days
equipment furnished by   per contract year.
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  NONE
Equipment and            by authorized PHP supplier.
Prosthetic Devices
Equipment and devices
that are medically       Covered prosthetic devices include
indicated to assist in   artificial eyes and limbs, braces, and
the treatment of a       other artificial aids.
medical condition and
specifically prescribed
as medically necessary   Low vision and telescopic lenses are
by enrollee's PHP        not included.
physician.
                         Hearing aids are covered only when
                         medically indicated to assist in the
                         treatment of a medical condition.

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

M. Pharmacy              Prescribed drugs covered under this     $3 per
Prescribed drugs for     Agreement shall include all prescribed  prescription
the treatment of         drugs covered under the Florida         for up to a
illness or injury or     Medicaid program. PHP may implement a   31-day supply
injury.                  pharmacy 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

PHP/Pinellas                                                       Page 12 of 19
Effective Date: December 1, 2001

<PAGE>

BENEFIT                  LIMITATIONS                             CO-PAYMENTS
--------------------------------------------------------------------------------
                         primary care physician, PHP approved
                         specialist or consultant physician.

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

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/Pinellas                                                       Page 13 of 19
Effective Date: December 1, 2001

<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:

1.              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
                Pinellas 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;

PHP/Pinellas                                                       Page 14 of 19
Effective Date: December 1, 2001

<PAGE>

                D.              Physical examinations and appointments for
                                dental oral examinations and routine cleanings
                                shall be provided within four (4) weeks of
                                request for appointment; and
                E.              Follow-up care shall be provided as medically
                                appropriate.

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 which 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/Pinellas                                                       Page 15 of 19
Effective Date: December 1, 2001

<PAGE>

                                    EXHIBIT F
                    GRIEVANCE, ARBITRATION AND LEGAL PROCESS

                     DELETE EXHIBIT FROM CONTRACT; RENUMBER
                               SUBSEQUENT EXHIBITS

PHP/Pinellas                                                       Page 16 of 19
Effective Date: December 1, 2001

<PAGE>

                                    EXHIBIT G
                              ELIGIBILITY STANDARDS
                        PARTICIPANT ELIGIBILITY CRITERIA

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

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

                A.      Children between the ages of 3 and 5 who applied for
                        coverage prior to the effective date of this Agreement
                        will be also be eligible; and,
                B.      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/Pinellas                                                       Page 17 of 19
Effective Date: December 1, 2001

<PAGE>

                                    EXHIBIT I
          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                                     Date

Name and Title of Authorized Signee

PHP/Pinellas                                                       Page 18 of 19
Effective Date: December 1, 2001

<PAGE>

                                    EXHIBIT J
                        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/ PETER L. JIMENEZ                                    11/26/01
--------------------------------------------------------------------------------
Signature                                               Date

PETER L. JIMENEZ
-----------------------------
Name of Authorized Individual

--------------------------------------------------------------------------------
Name and Address of Organization

PHP/Pinellas                                                       Page 19 of 19
Effective Date: December 1, 2001

<PAGE>

                        STANDARD AMENDMENT TO HEALTH PLAN
                                  AMENDMENT #2
                             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 November 16, 1999.

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

PHP - Pinellas                                                       Page 1 of 4
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                                       [ILLEGIBLE]
--------------------------------             -----------------------------------
NAME  Daisy Gomez                                       Witness
Date: 10/16/02

PHP - Pinellas                                                       Page 2 of 4
Effective Date: December 1, 2002

<PAGE>

                                                                       EXHIBIT K

                                  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.
      164.504(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.

   5. 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 - Pinellas                                                       Page 3 of 4
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 Dir Govt Prog.
       ----------------------------------------
       Name and Title of Authorized Signee

PHP - Pinellas                                                       Page 4 of 4
Effective Date: December 1, 2002