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                                                                   Exhibit 10.35

                            MEDICAL SERVICES CONTRACT

                        FLORIDA HEALTHY KIDS CORPORATION

                                       and

                        PHYSICIANS HEALTHCARE PLANS, INC.

                                Palm Beach County
                         Effective Date: October 1, 1999

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                        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.

          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

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                              Page 2 of 43

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                 Medical Records Requirements
                 3-18-1 Medical Quality Review and Audit
                 Quality Enhancement
                 3-19-1 Authority
                 3-19-2 Staff
                 3-19-3 Peer Review
                 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

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                              Page 3 of 43

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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

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                              Page 4 of 43

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                              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 eligible FHKC participants in Palm Beach
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   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.

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             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" 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 PLANS\PALM BEACH                              Page 6 of 43

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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.

     Payments

FHKC will promptly forward the authorized premiums in accordance with Exhibit A
attached hereto and incorporated herein as part of this Agreement on or before
the 1st day of each month this Agreement is in force commencing with the 1st day
of October, 1999. 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.

     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.

     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

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             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 Palm Beach 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.

     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.

     Entitlement to Reimbursement

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

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                              Page 8 of 43

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SECTION 3 PHP RESPONSIBILITIES

3-1  Benefits

PHP agrees to make its provider network available to FHKC participants in Palm
Beach 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.

     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 Palm Beach County
School System, provided however, PHP reserves the right to review and concur in
any such marketing materials prior to their dissemination.

     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 PLANS\PALM BEACH                              Page 9 of 43

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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
             1-1(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.

     Refusal of Coverage

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

     Extended Coverage

With regards to those participants who have been terminated pursuant to Section
3-7 A, PHP will not offer individual coverage.

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 10 of 43

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3-12 Grievances and Complaints

PHP agrees to provide all FHKC participants a Grievance Process and make reports
quarterly to the FHKC, as required, in accordance with Exhibit F attached hereto
and incorporated herein as a part of this Agreement.

In addition, 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.
     Claims Payment

PHP will pay any claims from its offices located at 1410 North Westshore Blvd.,
Suite 200, Tampa, Florida 33607 (or any other designated claims office located
in its service area). In accordance with Florida Statutes, PHP will pay clean
claims filed within thirty-five (35) working days or request additional
information of the claimant necessary to process the claim.

     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,

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 11 of 43

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             Florida Statutes.

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

     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, PHP shall 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

     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

             B.  The request for an adjustment must be accompanied by a
                 supporting independent 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.

     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.

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 12 of 43

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

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

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

     Medical Records Requirements

PHP shall require providers to maintain medical records for each participant
under this 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 enrolled in PHP in
             Palm Beach County.

     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:

             (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.

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 13 of 43

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             (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.

             (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 to the extent allowed under state law.

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 14 of 43

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             (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.

     Availability of Records

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

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

     Audits

     3-21-1  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 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

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 15 of 43

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             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 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

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 16 of 43

<PAGE>

             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

     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.

     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.

     Lobbying Disclosure

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

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 17 of 43

<PAGE>

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 state and federal
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.

     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.

     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 October, 1999 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 October 1, 1999 shall extend through September 30,
2001, and shall thereafter be automatically renewed for no more than (2)
successive one year periods. Either party may elect not to renew this Agreement
and in that event shall give written notice to said effect to the other party at
least six (6) months prior to the expiration of the then current term.

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 18 of 43

<PAGE>

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.

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.

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:

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 19 of 43

<PAGE>

             For PHP:
             DAISY GOMEZ
             GOVERNMENT PROGRAMS DIRECTOR
             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.

4-7  Amendment

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

4-8  Governing Law

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

4-9  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.

4-10 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.

4-11 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 as responding to general administrative and procedural problems. These
individuals will be the principal points of contact for all inquiries unless the
designated representatives specifically refer the inquiry to another party
within their respective organizations.

     Termination

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 20 of 43

<PAGE>

     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.

4-13 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
     30th day of June, 1999

                                        PHP HEALTH PLAN OF FLORIDA

/s/ [ILLEGIBLE]                         BY: /s/ Peter Jimenez
----------------                        --------------------------------
Witness                                 Name: Peter Jimenez
                                        Title V.P. of Development

                                        FLORIDA HEALTHY KIDS CORPORATION
/s/ [ILLEGIBLE]                         BY: /s/ Rose M. Naff
----------------                        --------------------------------
Witness                                 Rose M. Naff
                                        Executive Director

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 21 of 43

<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 October 1, 1999 through September 30, 2000 shall be $66.62 per month for
each covered participant, including the preventive dental benefit.

PHYSICIANS HEALTHCARE PLANS\PALM BEACH                             Page 22 of 43

<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 membership card displaying participants name, participation
             number, and effective date of coverage;

     B.      Participants handbook; and,

     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 PLANS\PALM BEACH                             Page 23 of 43

<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       NONE
                                           PHP.

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 I 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 43

<PAGE>

<TABLE>
<S>                                        <C>                                        <C>
Inpatient Services, (cont'd)               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.

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

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

D.      Organ Transplantation Services     Coverage is available for transplants      NONE
                                           and medically related services if deemed
Covered services include pre-transplant,   necessary and appropriate within the
transplant and post-discharge 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 43

<PAGE>

<TABLE>
<S>                                        <C>                                        <C>
C.      Outpatient Services                Services must be provided directly by      No co-payment for well child care, preventive
                                           PHP or through pre-approved referrals.     care or for routine vision and hearing
                                                                                      screenings.
Preventive, diagnostic, therapeutic,
palliative care, and other services
provided to an enrollee in the
outpatient portion of a health facility    Routine hearing and screening must be     $3 per office visit
licensed under chapter 395.                provided by primary care physician.

Covered services include Well-child        Family planning limited to one annual
care, including services recommended in    visit and one supply visit each ninety
the Guidelines for Health Supervision of   days.
Children and Youth as developed by
Academy of Pediatrics; immunizations and   Chiropractic services shall be provided
injections; health education counseling    in the same manner as in the Florida
and clinical services; family planning     Medicaid program.
services, vision screening; hearing
screening; clinical radiologic,            Podiatric services are limited to one
laboratory and other outpatient            visit per day totaling two visits per
diagnostic tests; ambulatory surgical      month for specific foot disorders.
procedures; splints and casts;             Routine foot care must be for conditions
consultation with and treatment by         that result in circulatory embarrassment
referral physicians; radiation and         or desensitization.
chemotherapy; chiropractic services;
podiatric services.                        Dental services must be provided to an
                                           oral surgeon for medically necessary
                                           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 43

<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      INPATIENT: NONE
psychiatric evaluation, diagnosis and      more than thirty inpatient days per
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
                                           services.

Outpatient services include evaluation,    Outpatient visits are limited to a         OUTPATIENT: $3 per visit
diagnosis and treatment by a licensed      maximum of forty visits per contract
practitioner.                              year.
</TABLE>

Enrollee Benefit Schedule                                          Page 27 of 43

<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 comfort
to provide skilled nursing services on a   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 43

<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 43

<PAGE>

<TABLE>
<S>                                        <C>                                        <C>
M.      Refractions                        Enrollee must have failed vision           $3 per visit
                                           screening by primary care physician.
Examination by a HIP optometrist to
determine the need for and to prescribe    Corrective lenses and frames are limited   $10 for corrective lenses
corrective lenses as medically             to one pair every two years unless head
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
                                           Medicaid formulary with generic            for up to a 31-day
Prescribed drugs for the treatment of      substitution.                              supply
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 HIP or a HIP designated
                                           pharmacy.

                                           All prescriptions must be written by the
                                           participant's primary care physician,
                                           HIP 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.      Preventive Dental Services         Two cleanings and 2 sets of X-Rays per     No Co-Payment
                                           year.
</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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 31 of 43

<PAGE>

                                                                       EXHIBIT D
                                                                     (Continued)

     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:

             (l)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:

             (l)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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 32 of 43

<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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 33 of 43

<PAGE>

                                                                       EXHIBIT E

                                ACCESS STANDARDS

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

     Geographical Access:

     Geographical access to 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.

2.   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.

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.

PHP HEALTH PLAN OF FLORIDA\Palm Beach                              Page 34 of 43

<PAGE>

                                                                       EXHIBIT E
                                                                     (Continued)

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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 35 of 43

<PAGE>

                                                                       EXHIBIT F

                    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:

             Initiation of Complaint:

                 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.

PHP HEALTH PLAN OF FLORIDA\Palm Beach                              Page 36 of 43

<PAGE>

                                                                       EXHIBIT F
                                                                     (Continued)

             c.  The Grievance Committee shall be convened within thirty (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.

PHP HEALTH PLAN OF FLORIDA\Palm Beach                              Page 37 of 43

<PAGE>

                                                                       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 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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 38 of 43

<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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 39 of 43

<PAGE>
                                                                       EXHIBIT G

                              ELIGIBILITY STANDARDS

                        PARTICIPANT ELIGIBILITY CRITERIA

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

     Any new enrollees and participants must be children who are age 5
     through 18. PHP shall also cover children between the ages of 3 and 5 who
     were enrolled in the Palm Beach County Healthy Kids program prior to
     October 1, 1999.

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
     Palm Beach 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 Palm Beach 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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 40 of 43

<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. It is PHP's responsibility to ensure that all
subcontractors delivering services under this contract have the capability to
meet these reporting requirements and such data is submitted in compliance with
this Exhibit and this contract.

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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 41 of 43

<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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 42 of 43

<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 HEALTH PLAN OF FLORIDA\Palm Beach                              Page 43 of 43

<PAGE>

                        STANDARD AMENDMENT TO HEALTH PLAN
                                  AMENDMENT #4
                             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 June 30, 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.

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

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

PHP - Palm Beach                                                     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 - Palm Beach                                                     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 Gov't Prog. Dir
          -----------------------------------
          Name and Title of Authorized Signee

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