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                                                                 Exhibit 10.13


         MENTAL AND BEHAVIORAL HEALTH SERVICES AGREEMENT (REFORM PROGRAM)
              BETWEEN AMERICAN PSYCH SYSTEMS OF PUERTO RICO, INC.
                  AND HUMANA HEALTH PLANS OF PUERTO RICO, INC.


This Mental and Behavioral Health Services Agreement (Reform Program) (the
"Agreement") is made as of May 1, 1999, by and between American Psych Systems of
Puerto Rico, Inc. ("APS PR") and Humana Health Plans of Puerto Rico, Inc.
("Humana PR").

                         A C K N O W L E D G E M E N T S


A.    Humana PR has entered into a Health Insurance Contract with ASES to
      provide medical and health care services through a network of providers.

B.    Humana PR operates a health maintenance organization licensed by the
      Puerto Rico Commissioner of Insurance.

C.    APS PR is a health care organization that provides mental and behavioral
      health services directly and through a supplementary network of physicians
      and/or other providers of mental and behavioral health services.

D.    APS PR desires to provide and/or arrange for the provision of, and Humana
      PR desires that APS PR provide and/or arrange for the provision of, mental
      health and substance abuse services on behalf of Humana PR to Humana PR's
      Reform Program Beneficiaries in Health Region (as such terms are defined
      herein).

E.    Humana PR and APS PR desire to set out in more detail their respective
      rights and responsibilities with respect to Humana PR's Reform Program
      Beneficiaries in the Health Region.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Humana PR and APS PR
hereby agree as follows:

1.    DEFINITIONS

      The following definitions shall apply to the terms used in this Agreement.

      "AGREEMENT" means this Mental and Behavioral Health Services Agreement
      between APS PR and Humana PR, including all Attachment s, annexes and
      addenda.

      "APS PR PHYSICIAN" means a Physician employed or contracted by APS PR to
      provide Mental and Behavioral Health Services to the Beneficiaries.

      "APS PR PROVIDER SERVICES AGREEMENT" means a contract between APS PR and
      an APS PR Provider pursuant to which the APS PR Provider agrees to provide
      Mental and Behavioral Health Services to the Beneficiaries.
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      "APS PR PROVIDER" means an APS PR Physician or other health care entity
      authorized under the law of the Commonwealth of Puerto Rico to provide
      health care services and contracted by APS PR to provide Mental and
      Behavioral Health Services to the Beneficiaries.

      "ASES" means the Puerto Rico Health Insurance Administration, known in
      Spanish as ADMINISTRACION DE SEGUROS DE SALUD DE PUERTO RICO, a public
      instrumentality of the Commonwealth of Puerto Rico (referred to in this
      Agreement as "ASES" per its initials in Spanish).

      "BENEFICIARY" OR "MEMBER" means a resident of the Health Region who (i) is
      eligible to receive Covered Services pursuant to the Health Insurance
      Contract; (ii) has been reported as an eligible Beneficiary to Humana PR;
      and (iii) has been properly enrolled in the Health Plan by Humana PR
      pursuant to the Health Insurance Contract.

      "COPAYMENT" means a monetary sum that a Beneficiary is required to pay APS
      PR or an APS PR Provider upon the Beneficiary's receipt of a Covered
      Service, but solely as permitted by the Health Insurance Contract.
      Copayments include those amounts referred to in the Health Insurance
      Contract as "Deductibles" and are set forth in Attachment A hereto.

      "COVERED SERVICES" means those medical, health, dental, hospital and other
      professional services, supplies and benefits to which Beneficiaries are
      entitled under the terms of the Health Insurance Contract, as determined
      by Humana PR and which are required to identify, treat or avoid illness or
      injury to a Beneficiary and which are (i) appropriate and necessary for
      the symptoms, diagnosis, or treatment of the Beneficiary's medical
      condition or injury; (ii) consistent with established medical standards
      within the medical community; (iii) not optional or cosmetic, or primarily
      for the convenience of the Beneficiary, the Beneficiary's family or the
      Beneficiary's attending or consulting physician or another health care
      provider, as determined by Humana PR's utilization review process,
      policies and procedures; (iv) covered under the Health Insurance Contract;
      (v) the most appropriate supply or level of service which can be safely
      provided to a Member in the least costly setting or as otherwise provided
      in the Health Insurance Contract; and (vi) duly authorized in accordance
      with the policies and procedures of Humana PR.

      "COVERING PHYSICIAN" means a Physician or other licensed health care
      provider, as applicable, who has been employed by or who has entered into
      an agreement with APS PR or an APS PR Provider to provide Mental and
      Behavioral Health Services to Designated Beneficiaries when APS PR
      Provider is not available. Any Covering Physician shall have agreed, as a
      condition of providing services to Beneficiaries, to be governed and abide
      by the applicable terms and conditions of this Agreement.

      "EMERGENCY MEDICAL CONDITION" means a condition presenting symptoms of
      sufficient severity that a person with average knowledge of health and
      medicine would reasonably expect the absence of immediate medical
      attention to result in (i) placing their health or the health of an unborn
      child in immediate jeopardy, serious impairment of bodily functions, (ii)
      serious dysfunction of any bodily organ or part; or (iii) serious danger
      to the person, others or the community.

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      "ENCOUNTER DATA" means documentation which records a contact between a
      patient and health professional during which a health service is provided.
      Such documentation should record selected identifying, diagnostic and
      related information describing the encounter.

      "HCFA" means the United States Health Care Financing Administration.

      "HEALTH INSURANCE CONTRACT" means, collectively, (i) the Health Insurance
      Contract for the Central Health Region between Humana PR and ASES; and
      (ii) the Health Insurance Contract for the Southeast Health Area between
      Humana PR and ASES, as such agreements are amended and extended from time
      to time, which respectively govern the relationship between Humana PR and
      the Beneficiaries who are residents of the Central Health Region and the
      Southeast Health Area.

      "HEALTH PLAN" or "PLAN" means the health maintenance plan offered by
      Humana PR to the Beneficiaries pursuant to the Health Insurance Contract.

      "HEALTH REGION" means, collectively, the Central Health Region and the
      Southeast Health Area, as defined by ASES in the Health Insurance
      Contract.

      "INCIDENT" means any occurrence that is not routine in a health care
      facility. These situations may include, but are not limited to, the
      following: (i) any unusual occurrence; (ii) an occurrence that could have
      or did result in an injury or adverse medical consequence to a
      Beneficiary; (iii) a condition, situation, procedure, etc., which could or
      did result in an injury or adverse medical consequence to a Beneficiary,
      including any happening of an untoward (unusual) nature to a Beneficiary.
      Incidents shall not be limited to quality of care issues.

      "LAW 72" means Puerto Rico Law 72 of September 7, 1993.

      "MEDICAL DIRECTOR" means a Physician or his/her designee who has been
      designated by Humana PR to monitor and implement the provision of Covered
      Services to Beneficiaries.

      "MENTAL AND BEHAVIORAL HEALTH SERVICES" means those Covered Services that
      APS PR agrees to provide to the Beneficiaries for the term of this
      Agreement, as set forth in Attachment B hereto.

       "MONTHLY PAYMENT" shall mean APS PR's Monthly Payment as described in
      Attachment A hereto.

       "MONTHLY PREMIUM" shall mean the aggregate payment Humana PR receives
      from ASES in a particular month for individual and family coverage for the
      Beneficiaries in the Health Region.

      "PARTICIPATING PROVIDER" means a Physician or other provider that has
      entered into an agreement with APS PR or Humana PR to provide Covered
      Services to Beneficiaries pursuant to the Health Insurance Contract.
      Participating Providers include, but are not limited to, Physicians,
      dentists, hospitals, optometrists, podiatrists, dentists, health related
      professionals, pharmacies, clinical laboratories, radiologic facilities,
      and other ancillary providers required to provide health services under
      the basic, special and


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      dental coverage required in the Health Insurance Contract. All APS PR
      Providers are Participating Providers.

      "PAYMENT OBLIGATION" means an obligation by APS PR to pay money to Humana
      PR pursuant to Section 4.7.2 of this Agreement.

      "PERFORMANCE STANDARDS" means the objective, quantifiable performance
      standards to be met by APS PR in the performance of its obligations under
      this Agreement, as described in Section 5 of Attachment A hereto.

      "PHARMACY/LAB FUND" means the portion of the Monthly Payment withheld by
      Humana PR and used to pay all claims related to the pharmacy and
      laboratory goods and services listed in Section 1.3 of Attachment B, as
      described in Section 2 of Attachment A.

      "PHYSICIAN" means a duly licensed doctor of medicine having an
      unrestricted license to practice medicine in the jurisdiction in which
      such individual's services are to be provided, including, if applicable,
      an unrestricted license to prescribe controlled medications and substances
      and order medical supplies and appliances.

      "PRIMARY CARE PHYSICIAN," or "PCP," means a Physician who has been
      employed by or who has contracted with Humana PR or who is employed by or
      who has contracted with a health care organization under contract with
      Humana PR, to provide Primary Care Services to Beneficiaries who have
      selected such PCP as their PCP.

      "SPECIALIST PHYSICIAN" means a Physician who has been employed by or who
      has contracted with APS PR (either directly or through an entity owned by
      such Physician or by which the Physician is employed or engaged), or with
      Humana PR on behalf of APS PR, to provide service other than Primary Care
      Services to Beneficiaries upon authorized referral from a PCP. Specialist
      Physicians include, but are not limited to, Cardiologists, Surgeons,
      Psychiatrists, Ophthalmologists and Radiologists.

2.    SERVICES TO BE PROVIDED BY APS PR

2.1.  PROVISION OF MENTAL AND BEHAVIORAL HEALTH SERVICES

   APS PR agrees to provide and/or arrange for the provision of all of Mental
   and Behavioral Health Services to the Beneficiaries for the term of this
   Agreement, consistent with the terms of the Health Insurance Contract and
   Humana PR's policies and procedures and further subject to the limitations
   and exclusions set forth on Attachment B to this Agreement. Humana PR agrees
   to use its best efforts to provide APS PR at least thirty (30) days prior
   notice of any amendments or modifications to the Health Insurance Contract,
   and to engage in good faith discussions with APS PR regarding any objections
   which APS PR may have to such amendments or modifications.

   APS PR further agrees as follows:

2.1.1.      ACCESS TO BENEFITS; AVAILABILITY OF SERVICES

      At all times during the term of this Agreement, APS PR shall employ or
      contract with adequate number of health care professionals, hospitals and
      ambulatory care


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      providers and maintain agreements with an adequate number of
      geographically dispersed APS PR Providers as reasonably determined by
      Humana PR and ASES to be sufficient to provide all Mental and Behavioral
      Health Services to the Beneficiaries in a timely and effective manner,
      including, without limitation, Emergency Mental and Behavioral Health
      Services on a 24-hour-per-day, 7-day-per-week basis. In addition, APS PR
      will establish multidisciplinary staff model clinics ("MDSC") as specified
      in the Performance Standards as specified in Exhibit 2 to Attachment A
      hereto and contract with hospital and ambulatory facilities as needed to
      guarantee access to hospitalization, partial hospitalization and
      ambulatory care for all Beneficiaries.. The quantity, locations and
      staffing levels of the MDSCs may be increased or decreased during the term
      of this Agreement as a result of changes in the mental health care needs
      of the Beneficiary population or changes in ASES requirements. Any request
      for such changes will be reasonable and sent by Humana PR to APS PR in
      writing. Upon receipt of such request(s), APS PR agrees to implement the
      changes within sixty (60) days. Sixty (60) days after any change in the
      quantity, locations or staffing levels of the clinics is requested by
      Humana PR, the Performance Standards will be automatically amended to
      reflect the requested change. APS PR shall also ensure that Beneficiaries
      have access to telephone consultations with appropriately licensed mental
      health professionals on a 24-hour-per-day basis to respond to inquiries
      regarding the mental and behavioral health condition of Beneficiaries and
      to direct Beneficiaries to appropriate facilities. Without limiting the
      generality of the foregoing, APS PR will contract hospital and ambulatory
      facilities as needed to guarantee hospitalization, partial hospitalization
      and ambulatory care for all members.

2.1.2.      AGREEMENTS WITH PROVIDERS

      APS PR shall enter into an appropriate APS PR Provider Services Agreement
      with each APS PR Provider in forms comparable to, and consistent with, the
      terms and conditions established in this Agreement. Such agreements shall
      comply in all respects with this Agreement, and their form and content
      shall be subject to Humana PR's prior review and approval. Each APS PR
      Provider Services Agreement shall include specific provisions that are
      necessary to comply with all applicable terms and conditions of the Health
      Insurance Contract. APS PR shall ensure that each APS PR Provider Services
      Agreement expressly states that all of the terms of this Agreement and the
      Health Insurance Contract shall be deemed to be incorporated in each such
      APS PR Provider Services Agreement to the same extent as if fully set
      forth therein. APS PR agrees, and shall require APS PR Providers to agree
      that in the event of any conflict or inconsistency between this Agreement
      and the Health Insurance Contract, on the one hand, and APS PR Provider
      Services Agreements, on the other hand, that the terms of this Agreement
      and the Health Insurance Contract shall control. In the event that APS PR
      enters into an APS PR Provider Services Agreement with an APS PR Provider
      that is a corporation, partnership, or other entity rather than an
      individual Physician or provider, APS PR agrees, and shall require APS PR
      Providers and all such entities to agree, that all of the terms of this
      Agreement and the Health Insurance Contract applicable to APS PR Providers
      shall apply to all such entities. APS PR agrees to notify Humana PR of any
      material change(s) to the aforementioned agreements at least thirty (30)
      days prior to implementing such change(s), during which period, Humana PR
      may object to the change(s). Humana PR's notice of objection shall not
      preclude APS PR's implementation of such change(s), but APS PR agrees that
      any such change(s) shall not be contrary to, in violation of, or
      inconsistent with the terms of this Agreement. In the event Humana PR
      notifies APS PR of its objection, both parties agree to make a good


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      faith effort to resolve such dispute in a timely manner. In addition to
      the appropriate APS PR Provider Services Agreement that APS PR will enter
      into with each APS PR Provider, APS PR shall include in each APS PR
      Provider Services Agreement a requirement that the APS PR Provider execute
      a direct Participating Provider Agreement with Humana PR, and a further
      provision that the APS PR Provider's failure to so execute a direct
      Participating Provider Agreement with Humana PR shall be grounds for the
      termination of the APS PR Provider Services Agreement. APS PR acknowledges
      that if Humana notifies APS PR that an APS PR Provider has not executed a
      direct Participating Provider Agreement with Humana PR, then such APS PR
      Provider may not provide any services to the Beneficiaries for
      compensation by APS PR or Humana PR if Humana PR so directs (Humana PR may
      waive this requirement on a case-by-case basis in its sole discretion).

      2.1.3 CONTRACT PROVIDERS; STANDARD OF CARE

      Mental and Behavioral Health Services shall only be performed by APS PR
      Physicians and other APS PR Providers under contract with APS PR. All such
      Mental and Behavioral Health Services shall be consistent with the
      accepted standards of medicine and professional practice, and shall be
      performed in accordance with applicable laws, rules, regulations,
      licensing and accrediting standards of governmental and quasi-governmental
      agencies, and the code of ethics and conduct promulgated by the American
      Medical Association, the COLEGIO DE CIRUJANOS MEDICOS DE PUERTO RICO, EL
      COLEGIO DE CIRUJANOS DENTISTAS DE PUERTO RICO and similar professional
      associations.

2.2.  LICENSURE, CERTIFICATION AND ACCREDITATION

2.2.1.      APS PR

      APS PR represents and warrants that it has obtained and shall maintain any
      and all licenses, certificates and/or approvals required under the laws,
      rules and regulations of the Commonwealth of Puerto Rico and the United
      States of America for the performance by APS PR of its duties and
      obligations under this Agreement.

2.2.2.      APS PR PROVIDERS

      APS PR shall require APS PR Providers, and all employees of APS PR and/or
      APS PR Providers required to be so licensed or certified, to procure and
      maintain for the term of this Agreement such licensure and/or
      certification as is required under Humana PR's policies and procedures,
      under the terms and conditions of this Agreement, and in accordance with
      all applicable state and federal laws. APS PR shall notify and/or shall
      require APS PR Providers to notify APS PR immediately of any changes in
      licensure or certification status of APS PR Providers, and their
      respective employees as applicable, and APS PR shall promptly forward such
      information to Humana PR.

2.3.  APS PR PROVIDERS GENERALLY

2.3.1.      CREDENTIALING

      APS PR acknowledges and agrees and shall require APS PR Providers to
      acknowledge and agree that all APS PR Providers who will provide mental
      and substance abuse services to Members hereunder are required to be
      credentialed, and


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      shall be subject to the credentialing process prior to receiving status as
      an APS PR Provider. APS PR agrees to comply with the credentialing and
      recredentialing policies, procedures and criteria established by Humana
      PR, and to cause each APS PR Provider to comply with such credentialing,
      recredentialing and accreditation policies, procedures and criteria as are
      applicable to such APS PR Provider. APS PR and Humana PR acknowledge that
      Humana PR has delegated certain credentialing activities to APS PR
      pursuant to the Credentialing Delegation Agreement attached hereto as
      Attachment D (the "Credentialing Delegation Agreement"). Subject to the
      further requirements of Section 3.1 hereof, for so long as the
      Credentialing Delegation Agreement is in force, APS PR shall conduct the
      credentialing and recredentialing of APS PR Providers pursuant thereto.
      APS PR shall ensure that no APS PR Provider renders Mental and Behavioral
      Health Services to Beneficiaries unless such APS PR Provider shall have
      been credentialed and/or re-credentialed, as the case may be, as required
      by the Credentialing Delegation Agreement and Humana PR's policies and
      procedures. APS PR shall have a continuing duty and obligation to
      immediately report any error, omission, change, or misrepresentation in
      the information contained in each APS PR Provider's credentialing
      application and to prevent any APS PR Provider who no longer qualifies to
      render services under this Agreement from providing Mental and Behavioral
      Health Services to any Beneficiary. All facilities that are APS PR
      Providers (e.g., hospitals) shall comply at all times with the applicable
      licensing and certification regulations of the Commonwealth of Puerto
      Rico, U.S. Department of Health and Human Services, Health Care Financing
      Administration, the Department of Health of Puerto Rico, ASES and all
      applicable accrediting organizations.

2.3.2.      POLICIES AND PROCEDURES

      APS PR agrees and shall require APS PR Providers to agree to abide by all
      quality assurance, quality improvement, accreditation, risk management,
      utilization review, credentialing, recredentialing, grievance and appeals,
      and other administrative policies and procedures established and revised
      by Humana PR from time to time. APS PR shall be notified of any revisions
      to the policies and procedures and they shall become binding upon APS PR
      and APS PR Providers thirty (30) days after Humana PR has notified APS PR,
      but Humana PR agrees that any such revisions shall not be contrary to, in
      violation of, or inconsistent with the terms of this Agreement and the
      Health Insurance Contract. Any revisions affecting APS PR and/or APS PR
      Providers shall not be discriminatory and shall apply to all providers
      similarly situated.

2.3.3.      CONTINUING PROFESSIONAL EDUCATION

      APS PR Providers shall participate in such programs of continuing
      education as required by their specialty in the Commonwealth of Puerto
      Rico and to maintain competence and proficiency in their area of practice.
      All APS PR Providers must complete at least 16 hours of orientation,
      education and familiarization with different aspects of the Health
      Insurance Contract. In each year, fifty percent (50%) of such hours must
      be completed on or before the expiration of the first six (6) months of
      the year and the remaining fifty percent (50%) during the following six
      months. Failure to participate in these programs may be cause for
      termination of a provider's eligibility to be an APS PR Provider under the
      Health Insurance Contract.


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2.3.4 OWNERSHIP DISCLOSURE

      Simultaneously with the execution of this Agreement, APS PR shall, and
      shall require its APS PR Providers to, submit to Humana PR a completed
      Ownership Disclosure Form in the form attached as Attachment C hereto. APS
      PR agrees, and shall cause its APS PR Providers to agree that Humana PR
      shall have the right, at its sole discretion, to prohibit or restrict APS
      PR and/or APS PR Providers from referring Beneficiaries to health care
      providers in which APS PR or its Principals have an ownership or
      managerial interest.

      2.3.5.   DUTY TO NOTIFY

      APS PR shall immediately notify Humana PR, and shall cause each affected
      APS PR Provider to immediately notify Humana PR, if

      (a)   the hospital staff privileges of any APS PR Physician or any APS PR
            Provider are terminated or restricted to any material extent;

      (b)   the DEA permit of any APS PR Physician or other APS PR Provider is
            terminated or restricted to any extent;

      (c)   the license of any APS PR Provider or any APS PR Physician to
            provide health care services in the Commonwealth of Puerto Rico or
            any other jurisdiction is terminated or restricted to any extent;

      (d)   any regulatory or accrediting organization (including, in the case
            of hospitals, the Joint Commission on Accreditation of Health Care
            Organizations) undertakes any action that would materially impair
            the ability of APS PR, any APS PR Physician or APS PR Provider to
            provide and/or arrange for provision of Mental and Behavioral Health
            Services to Beneficiaries;

      (e)   the right of any APS PR Physician or any APS PR Provider to
            participate in the Medicare, Medicaid or Reform Programs is
            terminated or restricted to any extent;

      (f)   any adverse action by a governmental body is undertaken against APS
            PR, any APS PR Physician or an APS PR Provider;

      (g)   APS PR, any APS PR Physician, or an APS PR Provider receives notice
            of intent to file or actual filing of any litigation pertaining to a
            Beneficiary or pertaining to or alleging professional liability of
            APS PR, an APS PR Physician, APS PR Provider, or any owner or
            employee of APS PR, or APS PR Provider; or

      (h)   any APS PR Provider ceases to be associated with APS PR, in which
            case APS PR shall promptly notify Humana PR in writing of such fact,
            the reason therefor, and the financial status of such APS PR
            Provider as of the date the provider ceases to be associated with
            APS PR (i.e., whether APS PR or APS PR Provider owe or claim to owe
            any sum to the other).

      (i)   Any of the information set forth in the Ownership Disclosure Form(s)
            submitted to Humana PR pursuant to Section 2.3.4 hereof has changed
            or requires updating.

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2.3.6 COMPLIANCE WITH LAWS

      APS PR represents and warrants to Humana PR, and APS PR shall cause each
      APS PR Provider to represent and warrant for the benefit of Humana PR in
      its APS PR Provider Services Agreement, that it is in compliance with all
      applicable local, federal and Commonwealth of Puerto Rico laws relating to
      the provision of medical services, including, without limitation, the
      Federal Clinical Laboratory Improvement Act and other acts, as applicable.

2.4.  REFERRALS TO OTHER PARTICIPATING PROVIDERS

      Subject to a Beneficiary's right to choose among APS PR Providers, APS PR
      shall require APS PR Providers to refer Beneficiaries only to other APS PR
      Providers or to Participating Providers, to obtain the approval of Humana
      PR prior to any such referral unless it is a referral to receive a Mental
      or Behavioral Health Service or unless Humana PR shall have otherwise
      provided in writing. In the event that services (other than Mental or
      Behavioral Health Services) are required by a Beneficiary are not
      available from APS PR Providers or other Participating Providers, other
      providers may be utilized as permitted by Humana PR's policies and
      procedures. Humana PR will periodically furnish APS PR and APS PR
      Providers with a current listing of Participating Providers. If APS PR, or
      an APS PR Provider refers a Beneficiary to a health care provider in a
      manner contrary to this Agreement, the cost of such services shall be the
      financial responsibility solely of APS PR or the APS PR Provider and
      Humana PR, at its option, may offset such payment liability from amounts
      otherwise due APS PR pursuant to this Agreement.

2.5.  HOSPITAL ADMISSIONS

      In cases where a Beneficiary requires a non-Emergency hospital admission
      (other than an admission for a Mental or Behavioral Health Service), APS
      PR and APS PR Providers shall secure prior authorization from Humana PR
      for such admission. In such case, APS PR Providers shall abide by Humana
      PR's policies and procedures regarding appropriate length of stay. If an
      APS PR Provider admits or extends the length of stay of a Beneficiary in a
      manner contrary to the above, the cost of such services shall be the
      financial responsibility of APS PR, and Humana PR may offset such
      liability from the amounts otherwise due APS PR pursuant to this
      Agreement. In the event a Beneficiary requires an Emergency hospital
      service, APS PR shall ensure that the hospital renders Emergency care to
      stabilize the Beneficiary without delay for any reason, and immediately
      contacts the Beneficiary's PCP to enable the PCP to determine the course
      of medical treatment appropriate to the Beneficiary's medical condition.
      In the event the Beneficiary requires an Emergency admission for any
      reason other than for a Mental or Behavioral Health Service, APS PR shall
      contact Humana PR for authorization or ensure that the hospital contacts
      Humana PR for authorization within 24 hours of admitting the Beneficiary
      to obtain review and approval of the admission from Humana PR.

2.6.  "COVERING" PHYSICIANS

      In compliance with the requirements of this Agreement for Emergency care
      on a 24-hour-per-day, 7-day-per-week basis, APS PR shall establish and
      shall require all APS PR Physicians to establish in writing in advance
      appropriate "covering" relationships with Covering Physicians. APS PR
      shall ensure, and shall require APS PR


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      Physicians to ensure, that Covering Physicians shall have met all the
      credentialing requirements of Humana PR and shall have been approved in
      writing by Humana PR to render Covered Services to Beneficiaries prior to
      rendering such services hereunder. APS PR and APS PR Physicians shall
      require that the Covering Physicians agree to be bound by all of the
      provisions of this Agreement including, without limitation, those relating
      to Humana PR's policies and procedures. APS PR and APS PR Physicians shall
      also require that Covering Physicians cooperate with and accept the
      findings of and agree to be bound by Humana PR's peer review and
      Beneficiary grievance procedures as they relate to services provided to
      Beneficiaries, and that such Covering Physicians will seek authorizations
      as described in Humana PR's policies and procedures. APS PR shall ensure
      that Covering Physicians will not, under any circumstances, bill
      Beneficiaries (except for Copayments). Humana PR shall have the obligation
      to make payment to any Covering Physician for which a valid invoice, or
      portion thereof, is outstanding for more than 30 days. Humana PR will
      provide notice to APS PR and/or APS PR Physician of its intention to make
      payment of such claims. Humana PR may deduct and offset against any such
      payments from any amounts otherwise due APS PR pursuant to this Agreement.

2.7.  NON-COVERED SERVICES

      Humana PR shall in no event be financially responsible for any non-Covered
      Service that an APS PR or APS PR Provider renders to a Beneficiary. In the
      event that an APS PR Provider intends to provide a non-Covered Service to
      a Beneficiary, the APS PR Provider shall first inform the Beneficiary in
      writing: (a) of the Medical Necessity of the service to be provided and
      the medically acceptable alternatives; (b) that the service is not covered
      under the Beneficiary's Health Plan; (c) that Humana PR will not pay or be
      financially liable for said service; and (d) that the Beneficiary will be
      financially liable for such service. In the event that Beneficiary is not
      so informed, the Beneficiary shall not be liable to APS PR or APS PR
      Provider for such services. APS PR or APS PR Providers shall not bill
      Beneficiaries for services that are determined by Humana PR, at its sole
      discretion, not to be Covered Services unless APS PR Provider has informed
      the Beneficiary in advance that the services are not Covered Services and
      has received the Beneficiary's written agreement to be financially liable
      for those services in accordance with this Section 2.7.

2.8.  PHYSICIAN INCENTIVE PLANS

      Upon request, APS PR agrees to disclose to Humana PR within a reasonable
      time period not to exceed thirty (30) days, or such lesser period of time
      required for Humana PR to comply with all applicable state and federal
      laws, rules and regulations, from such request, all of the relevant terms
      and conditions of any payment arrangement applicable to reimbursement for
      services rendered to Medicare and/or Medicaid Members that constitutes a
      physician incentive plan as defined by HCFA and/or any state or federal
      law, between APS PR and APS PR Providers upon request. Such disclosure
      shall be in the form of a certification, or other form as required by
      HCFA, by APS PR and shall identify, at a minimum: (i) whether services not
      furnished by the APS PR Provider(s) are included; (ii) the type of
      incentive plan, including the amount, identified as a percentage, of any
      withhold or bonus; (iii) the amount and type of any stop-loss coverage
      provided for or required of the APS PR Providers; and (iv) the APS PR
      physician Provider(s) patient panel size, broken down by total APS PR


                                       10
<PAGE>

      physician Providers panel and individual APS PR physician Provider panel
      size, by the type of insurance coverage (i.e. Commercial HMO, Medicare HMO
      and Medicaid HMO).


3.    DELEGATION

3.1.  DELEGATION OF CREDENTIALING ACTIVITIES

      APS PR and Humana PR acknowledge that Humana PR has delegated certain
      credentialing activities to APS PR pursuant to the Credentialing
      Delegation Agreement attached hereto as Attachment D (the "Credentialing
      Delegation Agreement"). Such delegation is subject to the following: (i)
      Such delegation is only on the terms stated in this Agreement and the
      Credentialing Delegation Agreement; (ii) Humana PR retains the right to
      approve new APS PR Provider and/or facilities and/or sites and to
      terminate or suspend for cause and/or limit the services for cause of any
      APS PR Providers or facilities providing Mental and Behavioral Health
      Services under this Agreement, upon 30 days written notice to APS PR and
      the affected provider; (iii) Humana PR shall monitor the effectiveness of
      APS PR's credentialing and reappointment or recertification process
      pursuant to the Credentialing Delegation Agreement ; (iv) APS PR shall
      participate with Humana PR in any internal peer review, external audit
      systems established by Humana PR; and (v) APS PR shall make its
      credentialing files and records available to Humana PR.

3.2.  DELEGATION OF UTILIZATION MANAGEMENT ACTIVITIES

      APS PR and Humana PR acknowledge that Humana PR has delegated certain
      utilization management activities to APS PR pursuant to the Utilization
      Management Delegation Agreement attached hereto as Attachment E (the
      "Utilization Management Delegation Agreement"). Such delegation is subject
      to the following: (i) Such delegation is only on the terms stated in this
      Agreement and the Utilization Management Delegation Agreement; (ii) Humana
      PR shall approve all existing and new APS PR utilization management,
      access, availability and triage policies and procedures and to terminate
      or suspend delegation of utilization management and management of access,
      availability and triage activities to APS PR under the terms of this
      Agreement; (iii) Humana PR shall monitor the effectiveness of APS PR's
      utilization management and access, availability and triage processes; (iv)
      APS PR shall participate with Humana PR in any internal peer review or
      external audit systems established by Humana PR; and (iv) APS PR shall
      make all utilization management and access, availability and triage files
      and records available to Humana PR.

3.3.  DELEGATION OF MEMBER SERVICES AND QUALITY IMPROVEMENT ACTIVITIES

      APS PR and Humana PR acknowledge that Humana PR has delegated certain
      member services and quality improvement activities to APS PR pursuant to
      the Member Services and Quality Improvement Delegation Agreement attached
      hereto as Attachment F (the "Member Services and Quality Improvement
      Delegation Agreement"). Such delegation is subject to the following: (i)
      such delegation is only on the terms stated in this Agreement and the
      Member Services and Quality Improvement Delegation Agreement; (ii) Humana
      PR shall approve all existing and new APS PR member service and quality
      improvement policies and procedures and to terminate or suspend delegation
      of member service and quality improvement activities to APS PR under the
      terms of this


                                       11
<PAGE>

      Agreement; (iii) Humana PR shall monitor the effectiveness of APS PR's
      member service and quality improvement health processes; (IV) APS PR shall
      participate with Humana PR in any internal peer review or external audit
      systems established by Humana PR; and (V) APS PR shall make all member
      service and quality improvement health files and records available to
      Humana PR.

3.4.  DELEGATION OF TREATMENT RECORD ACTIVITIES

      APS PR and Humana PR acknowledge that Humana PR has delegated certain
      treatment record activities to APS PR pursuant to the Treatment Record
      Delegation Agreement attached hereto as Attachment G (the "Treatment
      Record Delegation Agreement"). Such delegation is subject to the
      following: (i) such delegation is only on the terms stated in this
      Agreement and the Treatment Record Delegation Agreement; (ii) Humana PR
      shall approve all existing and new APS PR treatment record policies and
      procedures and to terminate or suspend delegation of treatment record
      activities to APS PR under the terms of this Agreement; (iii) Humana PR
      shall monitor the effectiveness of APS PR's treatment record processes;
      (iv) APS PR shall participate with Humana PR in any internal peer review
      or external audit systems established by Humana PR; and (v) subject to
      applicable legal requirements, APS PR shall make all treatment record
      health files and records available to Humana PR as requested by Humana PR.

3.5.  CHANGES TO DELEGATED ACTIVITIES

      In the event that changes in any of the policies or procedures described
      in this Section 3 are required by the terms of a Humana PR health care
      benefits plan, the Health Insurance contract or other requirements of
      ASES, state or federal law, regulatory body, or accreditation standards,
      or otherwise, APS PR shall revise such policies or procedures to comply
      with such new policy, procedure, law, rule, regulation or accreditation
      standard. Failure to revise APS PR policies and procedures within time
      frames required by the above mentioned bodies and/or Humana PR shall be
      grounds for termination, recession of such delegated activities and/or
      placement on a Corrective Action Plan with respect to such delegated
      activities, as applicable, according to the terms of this Agreement and
      the applicable delegation agreement.


4.    COMPENSATION

4.1.  COMPENSATION FOR MENTAL AND BEHAVIORAL HEALTH SERVICES

      Humana PR shall compensate APS PR for providing the Mental and Behavioral
      Health Services to the Beneficiaries, as described in this Section 4 and
      Attachment A hereto. APS PR shall in turn compensate the APS PR Providers
      for their services to Beneficiaries, pursuant to an existing employment
      relationship between APS PR and APS PR Provider or pursuant to APS PR
      Provider Services Agreements between APS PR and each APS PR Provider. APS
      PR shall provide Humana PR the terms and amounts of all compensation
      payable to the APS PR Providers, and agrees that such terms will be
      consistent with the terms of this Agreement and the Health Insurance
      Contract. Except for Copayments allowed under the Health Insurance
      Contract and as otherwise expressly provided by this Agreement, APS PR and
      all APS PR Providers shall accept the compensation payable hereunder and
      under their respective APS PR


                                       12
<PAGE>

      Provider Services Agreements as payment in full for all Mental and
      Behavioral Health Services provided by APS PR or the APS PR Providers to
      the Beneficiaries. APS PR acknowledges and agrees, and shall require the
      APS PR Providers to acknowledge and agree for the benefit of Humana PR in
      the APS PR Provider Services Agreements, that the method and system used
      by APS PR to pay for the services rendered by the APS PR Providers are
      reasonable, that the negotiated terms do not jeopardize or infringe upon
      the quality of the services provided, and that the APS PR Providers,
      including, without limitation, APS PR Physicians, at all times exercise
      independent judgment in the diagnosis, care, and treatment of and services
      provided to Beneficiaries. Humana PR reserves the right to require APS PR
      to make reasonable changes to the proposed payment amounts and/or the
      providers who receive them in the event that Humana PR determines that the
      payments are not fair and reasonable pursuant to the requirements of the
      Health Insurance Contract.

4.2.  CLAIMS AND PAYMENT GENERALLY

      APS PR shall cause the APS PR Providers to submit claims directly to APS
      PR for all Mental and Behavioral Health Services in a manner consistent
      with the terms of this Agreement and the Health Insurance Contract. All
      payments of claims shall be made in accordance with applicable
      Commonwealth of Puerto Rico and federal statutes and regulations, the
      Health Insurance Contract, and the policies and procedures of Humana PR.

4.3.  COPAYMENTS

      Beneficiaries may be required to pay applicable Copayments for Mental and
      Behavioral Health Services at the time services are rendered in the
      amounts set forth in Attachment A hereto. Beneficiaries are responsible
      for paying such Copayments to the APS PR Provider, which shall be solely
      responsible for collection of same. Neither APS PR nor Humana PR shall be
      responsible for any Copayments which the APS PR Provider failed to collect
      or any bad debt expense associated therewith.

4.4.  NON-PAYMENTS TO APR PR PROVIDERS

      If APS PR does not pay APR PR Providers for Mental and Behavioral Health
      Services rendered to the Beneficiaries within 30 days of their submission
      of a clean claim, Humana PR may pay such APR PR Providers and debit such
      payment amounts against APS PR's Monthly Payment. In the event that an APR
      PR Provider notifies Humana PR in writing that it has not been properly
      paid by APS PR, Humana PR shall notify APS PR, in writing, of the petition
      received by Humana PR from such APR PR Provider. APS PR shall have 10
      business days from the date of receipt of said notification to submit to
      Humana PR any objections to the petition filed by the APR PR Provider with
      Humana PR. In the event APS PR objects to the petition filed by the APR PR
      Provider, Humana PR, at its sole discretion shall determine the validity
      of the objection and make its determination, which shall be final and
      binding on all parties. If Humana PR determines that payment is due,
      Humana PR will make payment no later than 30 days from the conclusion of
      the above described procedure for the total amount of money owed to the
      APR PR Provider by APS PR, which amount shall be deducted by Humana PR
      from the next Monthly Payment due to APS PR.


                                       13
<PAGE>

4.5.  MEDICARE BENEFICIARY COMPENSATION

      APS PR Providers who provide medical services to Medicare Beneficiaries
      must be certified to participate in the Medicare program. APS PR
      acknowledges and agrees, and shall require the APS PR Providers to
      acknowledge and agree as follows:

      (a)   that payment of Medicare Part B deductibles and coinsurance for
            physician services that constitute Mental and Behavioral Health
            Services and are accessed by a Medicare Beneficiary through APS PR
            is included in the compensation received by APS PR or the APS PR
            Provider pursuant to Attachment A hereto;

      (b)   that payment of Medicare Part B deductibles and coinsurance for
            Mental and Behavioral Health Services accessed by a Medicare
            Beneficiary through APS PR and provided in a hospital or clinic will
            be paid by APS PR.

      (c)   that Medicare Part B deductibles and coinsurance for non-physician
            services provided on an outpatient basis in a hospital or clinic
            will be billed by the facility to Medicare as bad debt.

      (d)   that Medicare Part A deductibles and coinsurance will be billed by
            the facility to Medicare as bad debt.

4.6.  PROHIBITION AGAINST BALANCE BILLING

      APS PR agrees, and shall require its APS PR Providers to agree for the
      benefit of Humana PR, that: (i) any payments made by APS PR or Humana PR
      to an APS PR Provider for Mental and Behavioral Health Services pursuant
      to this Agreement or the APS PR Provider's APS PR Provider Services
      Agreement shall constitute payment in full (except for required
      Copayments) for all Mental and Behavioral Health Services rendered by such
      APS PR Provider to the Beneficiaries; (ii) any determination made by
      Humana PR with respect to a dispute or grievance pertaining to Mental and
      Behavioral Health Services rendered shall be subject to the grievance
      procedure contained in the Health Insurance Contract; and (iii) neither
      APS PR nor any APS PR Provider shall be entitled to additional
      compensation from any Beneficiary for Mental and Behavioral Health
      Services. APS PR agrees, and shall require the APS PR Providers to agree
      for the benefit of Humana PR in the APS PR Provider Services Agreements,
      that in no event including, but not limited to, non-payment by Humana PR,
      Humana PR's insolvency, or breach of this Agreement, shall APS PR or the
      APS PR Providers, or any of their representatives or assigns, bill,
      charge, collect a deposit from, seek compensation, remuneration or
      reimbursement from or have any recourse against ASES, any Beneficiary, or
      any person (other than Humana PR) acting on Beneficiary's behalf, or HCFA
      for services provided pursuant to this Agreement. This provision shall not
      prohibit APS PR or APS PR Providers from collecting applicable Copayments
      from Beneficiaries or from collecting compensation for non-Covered
      Services from Beneficiaries to the extent specifically permitted by
      Section 2.7 of this Agreement. APS PR shall indemnify and hold Humana PR
      harmless from any costs, including reasonable legal fees, relating to its
      billing and collection practices or efforts which breach the terms of this
      Section 4.6. APS PR further agrees, and shall require the APS PR Providers
      to agree for the benefit of Humana PR in the APS PR Provider Services
      Agreements, that: (a) the provisions of this Section 4.6 shall survive the
      termination of this Agreement and the termination of the APS PR Provider
      Services


                                       14
<PAGE>

      Agreements, regardless of the cause giving rise to termination, and shall
      be construed to be for the benefit of Beneficiaries; and (b) the
      provisions of this Section 4.6 supersede any oral or written contrary
      agreement now existing or hereafter entered into between APS PR and the
      APS PR Providers, on the one hand, and any Beneficiary, on the other hand.
      APS PR and the APS PR Providers shall not balance bill or render any bill,
      other than for Copayments, to any Beneficiary.

4.7.  LETTER OF CREDIT

            4.7.1. APS PR shall provide Humana PR with a Letter of Credit (the
      "Letter of Credit") in the face amount of $1 million (the "Letter of
      Credit Amount"). A copy of the form of the Letter of Credit is attached
      hereto as Attachment H. The Letter of Credit Amount shall be reviewed
      annually and may be decreased with Humana PR's approval. In the event the
      Letter of Credit is to be decreased as a result of the review described
      above, APS PR shall cause to be issued a new or amended Letter of Credit
      to Humana PR for its written approval. The then-current Letter of Credit
      shall not expire until such new or amended Letter of Credit is delivered
      to Humana PR and Humana PR has issued its written approval.

            4.7.2. Humana PR may draw down upon the Letter of Credit to satisfy
      the following obligations of APS PR to Humana PR (collectively, the
      "Payment Obligations") that are not paid when due: (i) claims due and
      owing to APS PR Providers that are paid by Humana PR pursuant to Section
      4.4 hereof; (ii) Pharmacy Fund Deficits, as such term is defined in
      Section 2 of Attachment A hereto; (iii) payment obligations of APS PR with
      respect to the Performance Standards as required by Section 4 of
      Attachment A hereto; and (iv) any other cash amount determined to be owing
      by APS PR to Humana PR by agreement of the parties or by appropriate final
      judicial process.

            4.7.3. Each Letter of Credit, and any drawing instructions contained
      therein, shall be in form and substance satisfactory to Humana PR and in
      Humana PR's name, shall be irrevocable, shall be drawn on a financial
      institution acceptable to Humana PR, and shall be payable at sight and
      after the date of issuance at such financial institution or a branch or
      office thereof in Louisville, Kentucky or San Juan, Puerto Rico when
      accompanied by a written statement or drawing certificate signed by an
      authorized representative of Humana PR in a form described in the Letter
      of Credit. Humana PR shall give APS PR at least five days written notice
      before presenting any sight draft to draw down on the Letter of Credit.

            4.7.4. In the event Humana PR has received notice of non-renewal
      from the issuer of the Letter of Credit within ninety (90) days prior to
      the expiration date of the Letter of Credit, or within ninety (90) days
      prior to the expiration date of any succeeding renewal period pertaining
      to a Letter of Credit, APS PR shall have three (3) business days to obtain
      a renewal or a replacement Letter of Credit issued in accordance with the
      terms hereof. In the event that a renewed or replacement Letter of Credit
      is not provided by APS PR to Humana PR within such time period, Humana PR
      may immediately draw down the entire amount, or balance thereof, of the
      Letter of Credit. In addition, such failure to renew or replace the Letter
      of Credit shall constitute a default by APS PR under this Agreement, and
      Humana PR may thereafter terminate the APS PR Agreement effective upon the
      expiration date of the Letter of Credit or thirty (30) days notice to APS
      PR, and hold all proceeds of


                                       15
<PAGE>

      the Letter of Credit until completion of the final settlement under the
      terms of this Agreement.

            4.7.5. In the event Humana PR at any time draws down upon the Letter
      of Credit, APS PR shall, within fifteen (15) business days of the
      satisfaction of the draw by the issuer, replenish the Letter of Credit by
      an amount equal to the amount of the draw. In the event that the Letter of
      Credit is not replenished in such amount within such time period, Humana
      PR immediately may draw down the balance of the Letter of Credit. In
      addition, such failure to replenish the Letter of Credit shall constitute
      a default by APS PR under this Agreement, and Humana PR may thereafter
      terminate this Agreement effective upon the earlier of the expiration date
      of the Letter of Credit or ninety (90) days following the end of the three
      (3) business day period described above.

            4.7.6. If at any time Humana PR determines that of APS PR's Payment
      Obligations exceed the Letter of Credit Amount, Humana PR shall give
      written notice to APS PR of such fact, together with its calculations
      thereof, and APS PR shall have fifteen (15) business days following such
      notice to increase the Letter of Credit Amount by an amount equal to the
      amount of the Payment Obligations that are in excess of the Letter of
      Credit Amount. In the event APS PR does not increase the Letter of Credit
      by such amount within the fifteen (15) business day period described
      above, such failure shall constitute a default by APS PR under this
      Agreement, and Humana PR may draw upon the entire amount of the Letter of
      Credit and thereafter may terminate this Agreement effective upon the
      earlier of the expiration date of the Letter of Credit or upon thirty (30)
      days written notice of termination to APS PR.

            4.7.7. Notwithstanding anything to the contrary in this Agreement,
      Humana PR may upon written notice to APS PR upon the failure of APS PR to
      provide a Letter of Credit, or replacement or amendment thereof, or to
      replenish a drawn upon Letter of Credit, as required by this Agreement,
      and without prejudice to any other rights of Humana PR stated herein,
      offset any part or all of APS PR's Monthly Payments from Humana PR under
      the terms of this Agreement up to the Letter of Credit Amount.


5.    BENEFICIARY RELATIONS

5.1.  BENEFICIARIES' RIGHT OF FREE SELECTION

      In the event that APS PR or an APS PR Provider determines that it is
      necessary to refer a Beneficiary to another APS PR Provider for Mental and
      Behavioral Health Services, including Pharmacy goods and services, the
      Beneficiary shall be entitled at any time to freely select the APS PR
      Provider to which he will be referred from within the panel of appropriate
      APS PR Providers contracted by APS PR. The Beneficiary also shall be
      entitled to subsequently change such APS PR Provider at any time in
      accordance with Humana PR's administrative procedures for changing
      providers.


                                       16
<PAGE>

5.2.  BENEFICIARY ELIGIBILITY

      5.2.1. DISENROLLMENT.

      APS PR Providers shall not render services pursuant to this Agreement to
      any individual who has ceased to be a Beneficiary or is otherwise not
      eligible to receive Covered Services pursuant to the Health Plan (unless
      such individual has executed a conversion contract), except that if a
      Beneficiary is admitted to a hospital on or before the date of the
      Beneficiary's disenrollment from the Health Plan, and continues to be
      hospitalized after the date of disenrollment, APS PR and APS PR Providers
      shall continue to render all Mental and Behavioral Health Services to that
      Beneficiary, and receive the compensation set forth in Attachment A for
      that Beneficiary, until the end of the next month immediately following
      the Beneficiary's disenrollment date or the Beneficiary's discharge from
      the hospital, whichever occurs first.

      5.2.2. ELIGIBILITY VERIFICATION.

      Except as otherwise expressly provided in this Agreement and in the
      policies and procedures of Humana PR, APS PR and every APS PR Provider
      must verify the eligibility and enrollment status of each Beneficiary
      prior to rendering any Covered Service to the Beneficiary and each time
      that a Covered Service is to be provided. Humana PR shall establish the
      procedures by which APS PR and APS PR Providers shall verify the
      eligibility and enrollment status of the Beneficiary, which may include
      on-line computer verification and/or telephone verification. In the event
      that an APS PR Provider renders services to an individual and Humana PR
      subsequently determines that such individual was not entitled to receive
      services, Humana PR shall notify APS PR of such individual's
      ineligibility. If Humana PR is not paid, or if ASES seeks retroactive
      reimbursement for such ineligible individual, Humana PR shall recover
      payments made to APS PR and/or APS PR Providers pursuant to this Agreement
      for such individual retroactive to the date of ineligibility and shall
      have no liability to APS PR and/or APS PR Providers for any services
      rendered as of or subsequent to the date of ineligibility. In any event,
      Humana PR's obligation to make payment under this Agreement shall be
      conditioned on its receipt of payment from ASES. The parties acknowledge
      and agree that the monthly remittance advices from Humana PR to APS PR and
      to APS PR Providers are subject to adjustment, deduction and offset in
      fulfillment of the requirements of this Agreement and the Health Insurance
      Contract.

5.3.  APS PR PROVIDERS LISTINGS

      5.3.1. PROVIDER LIST.

      APS PR will furnish Humana PR with a current listing of all APS PR
      Providers, and shall immediately notify Humana PR of any changes,
      additions, or deletions to such list. In addition, APS PR shall provide
      Humana PR with 30 days prior written notice or, if APS PR has less than 30
      days notice, immediately, if an APS PR Provider and/or any Physician
      associated with or employed by an APS PR Provider terminates its
      relationship with APS PR or APS PR Provider such that it will not be
      available to provide Mental and Behavioral Health Services to
      Beneficiaries. Humana PR may request, at any time, that APS PR remove an
      APS PR Provider from the panel of APS PR Providers


                                       17
<PAGE>

      offered to Beneficiaries, as determined by Humana PR in the exercise of
      its sole discretion, and APS PR shall immediately honor Humana PR's
      request.

      5.3.2. USE OF INFORMATION.

      Humana PR may include in its provider directory the names of APS PR, and
      APS PR Providers and their addresses, phone numbers, types of practice,
      board and certification status, hospital affiliations, as may be
      applicable, and an indication of APS PR Providers' willingness to accept
      additional Beneficiaries. APS PR may publish the fact that it is a
      contracted provider of Humana PR, subject to Humana PR's prior written
      approval. APS PR shall submit for approval, and Humana PR must approve any
      print or electronic media advertisement, announcement, or other item which
      references Humana PR in any way prior to publication or dissemination by
      APS PR or any APS PR Provider. Humana PR may require that APS PR and APS
      PR Provider post signage to indicate its affiliation with and
      participation in the Plan. APS PR and APS PR Provider may use the logo or
      service mark of Humana PR only when approved in advance by Humana PR for
      the specific use. The parties acknowledge that Humana PR has a proprietary
      interest in its logo and service mark and would be substantially harmed by
      any unauthorized use. Humana PR may use the logo or service mark of APS PR
      only when approved in advance by APS PR for the specific use. The parties
      acknowledge that APS PR has a proprietary interest in its logo and service
      mark and would be substantially harmed by any unauthorized use.

      5.3.3. COMMUNICATION WITH BENEFICIARIES

      APS PR acknowledges and agrees, and shall require APS PR Providers to
      acknowledge and agree, that any communications between APS PR and/or APS
      PR Providers and Beneficiaries, other than those relating to the Mental
      and Behavioral Health Services and other Covered Services rendered to the
      Beneficiaries, requires the prior written approval of Humana PR.


6.    ADMINISTRATION

      6.1.  APPLICATION OF HEALTH INSURANCE CONTRACT TO THIS AGREEMENT

      All of the terms of the Health Insurance Contract applicable to APS PR
      shall be deemed to be incorporated in this Agreement to the same extent as
      if fully set forth herein. APS PR agrees, and shall require APS PR
      Providers to agree that in the event of any conflict or inconsistency
      between the Health Insurance Contract and this Agreement, the terms of the
      Health Insurance Contract shall control, and APS PR and APS PR Providers
      agree to be governed and abide thereby. The provision of Mental and
      Behavioral Health Services by APS PR and APS PR Providers pursuant to this
      Agreement, in consideration for the compensation described in Attachment
      A, constitutes a direct obligation on the part of APS PR and APS PR
      Providers to comply with all of the terms and conditions of the Health
      Insurance Contract if applicable to APS PR and to APS PR Providers.


                                       18
<PAGE>

      6.2.  ADMINISTRATIVE PROCEDURES

      Humana PR shall make available to APS PR its policies and procedures in
      the areas of eligibility verification, service data reporting,
      pre-authorization and authorization of referrals for services, record
      keeping, reporting and other administrative duties of APS PR and APS PR
      Providers under this Agreement. APS PR agrees to abide by these procedures
      and shall require APS PR Providers to agree to abide by these procedures
      for the benefit of Humana PR in APS PR Provider Services Agreements;
      provided, however, that such procedures are not in violation of any
      existing law or regulation.

6.3.  COORDINATION OF BENEFITS

      6.3.1. COOPERATION OF APS PR PROVIDERS

      Humana PR and APS PR will cooperate, and APS PR will require the APS PR
      Providers to cooperate to the fullest extent possible to evaluate possible
      subrogation claims and to coordinate benefits in accordance with the U.S.
      National Association of Insurance Commissioner's (NAIC) guidelines.
      Subject to applicable legal requirements, Humana PR will provide APS PR
      and APS PR Providers with access to all coordination-of-benefits
      information available to Humana PR. Without limiting the generality of the
      foregoing, the parties will cooperate to the fullest extent possible to:

      (a)   Determine whether the Beneficiary has other insurance coverage in
            addition to Humana PR;

      (b)   Determine the Beneficiary's primary and secondary payor, in
            accordance with NAIC's guidelines; and

      (c)   Secure reimbursement from the primary payor.

6.3.2.      COLLECTION OF BENEFIT PAYMENTS

      In cases where a Beneficiary has coverage, other than with Humana PR,
      which requires or permits coordination of benefits from a third party
      payor in addition to Humana PR, Humana PR will coordinate its benefits
      with such other payor(s) with the assistance and participation of APS PR.
      Humana PR, when appropriate for services reimbursed by Humana PR under an
      applicable fee for service schedule, will pay APS PR the amount actually
      paid to Humana PR by the other payor(s). Any recoveries made by Humana PR,
      less recovery costs, as a result of Humana PR's coordination of benefits
      will be credited to APS PR. In the event Medicare is the primary payor,
      Humana PR shall pay APS PR and/or APS PR Providers, as applicable, the
      amount of deductible, coinsurance and/or other plan benefits which are not
      covered services under Title XVIII of the Social Security Act, as amended,
      subject to the benefit limits and rates of the applicable health benefits
      contract. Humana PR will in all cases coordinate benefits payments in
      accordance with applicable statutes, laws and regulations and in
      accordance with its health benefits contracts.


                                       19
<PAGE>

6.4.  APS PR ADMINISTRATIVE STAFF

      APS PR will staff an office in San Juan with clinical and administrative
      personnel appropriate to the scope of its responsibilities hereunder and
      the efficient delivery of the Mental and Behavioral Health services. APS
      PR shall appoint an administrative staff liaison to resolve operational
      issues in accordance with the terms and conditions of this Agreement. APS
      PR shall designate an APS PR Medical Director to assist and work with
      Humana PR's Medical Director in implementing and conducting Humana PR's
      policies and procedures and resolving other issues related to the delivery
      of health services that may arise from time to time. APS PR's Medical
      Director will attend Humana PR medical affair staff meetings. The APS PR
      Medical Director may also be required to participate on the Humana PR Peer
      Review Committee.

      6.5.  HUMANA PR REPRESENTATIVE

      Humana PR will designate a representative who will be available during
      normal business hours to respond to inquiries from APS PR.

      6.6.  COOPERATION IN ACCREDITATION/CERTIFICATION

      APS PR agrees to implement all activities necessary for external
      accreditation/certification of Humana PR by the National Committee for
      Quality Assurance (NCQA) or any other similar organization selected by
      Humana PR or designated by an agency with jurisdiction over Humana PR;
      provided that such activities do not require APS PR to incur substantial
      additional expense.

      6.7.  BENEFICIARY GRIEVANCES

      APS PR and APS PR Providers agree to be governed and abide by Humana PR's
      grievance policies and procedures and the Health Insurance Contract's
      grievance procedure unless such procedures are preempted by any duly
      enacted law or regulation promulgated by ASES or any other governmental
      agency or department with jurisdiction over the parties. APS PR and APS PR
      Provider shall cooperate with Humana PR in resolving any Beneficiary
      grievances related to the provision of services to Beneficiaries. In this
      regard, APS PR and APS PR Providers agree to notify Humana PR within 5
      business days whenever a Beneficiary files an informal or formal complaint
      or grievance, or legal action, against APS PR or an APS PR Provider. APS
      PR and APS PR Providers shall make every reasonable effort to promptly
      resolve any informal or formal complaint or grievance within 5 days. APS
      PR and APS PR Providers shall refer Beneficiaries who have complaints
      regarding health services, provider relations, benefits, or any other
      aspect of service to Humana PR's Member/Beneficiary Services Department.
      APS PR and the affected APS PR Provider shall cooperate with Humana PR in
      the investigation of any complaint, grievance or legal action, in
      accordance with Humana PR's grievance procedures. Upon request by Humana
      PR, APS PR and APS PR Provider shall provide full details of the nature,
      circumstances and disposition of any such complaint, grievance or legal
      action to Humana PR or its legal representative. APS PR and APS PR
      Provider agree to comply with and be bound in the disposition of all
      grievances or complaints, by the Health Insurance Contract grievance
      procedure.


                                       20
<PAGE>

6.8.  INSURANCE

      6.8.1. APS PR AND APS PR PROVIDERS

      APS PR shall obtain and maintain, and shall require APS PR Providers to
      agree to obtain and maintain in full force and effect at all times during
      the term of this Agreement such policies of general and professional
      liability insurance as shall be necessary to insure APS PR and APS PR
      Providers and their employees, contractors and agents against any claim or
      claims for damages arising by reason of personal injuries or death
      occasioned, directly or indirectly, in connection with the performance of
      any service by APS PR or APS PR Providers. The amounts and extent of such
      professional liability insurance coverage shall be subject to the approval
      of Humana PR and shall not be less than $100,000 per occurrence, $300,000
      per policy period or as otherwise required by applicable laws or
      regulations. In addition, APS PR shall obtain and maintain adequate
      insurance of types and in amounts determined by Humana PR as reasonably
      necessary which shall include, but not be limited to, obtaining and
      maintaining professional and general liability insurance in amounts no
      less than $300,000 per occurrence combined single limit or as otherwise
      required by applicable laws or regulations. APS PR and APS PR Providers
      shall provide Certificates of Insurance to Humana PR upon request. Both
      parties shall obtain worker's compensation insurance to cover all
      employees as required by applicable law of the Commonwealth of Puerto
      Rico. APS PR and APS PR Providers further agree to provide Humana PR not
      less than 30 days prior written notice of cancellation or termination of
      any of APS PR's or APS PR Provider's insurance policies. In the event of
      such cancellation and/or termination, Humana PR may terminate this
      Agreement effective immediately upon APS PR or APS PR Providers' receipt
      of written notice from Humana PR. In addition, Humana PR may require APS
      PR to terminate any APS PR Provider immediately in the event a policy of
      insurance of an APS PR Provider is canceled or terminated. APS PR shall
      notify, and shall cause APS PR Providers to agree to notify Humana PR
      immediately whenever a Beneficiary' files a complaint, claim or a notice
      of intent to commence legal action against Humana PR, APS PR or APS PR
      Providers. Upon request by Humana PR, APS PR or APS PR Providers agree to
      provide full details of the nature, circumstances and disposition of such
      claims to Humana PR or its legal representative. APS PR shall report and
      shall cause APS PR Providers to report all Incidents to Humana PR within 5
      days of their occurrence. Such reports shall be filed on forms provided by
      Humana PR and in compliance with Humana PR's policies and procedures. The
      parties agree to adhere to and be bound by the common law and statutory
      principles of indemnification and contribution as they exist in the
      Commonwealth of Puerto Rico.

      6.8.2. HUMANA PR

      At all times, Humana PR will maintain such policies of comprehensive
      general liability insurance and other insurance or self insurance, as
      shall be necessary to insure Humana PR against any claim or claims for
      damages arising in connection with the performance of Humana PR's
      responsibilities under this Agreement and the Health Insurance Contract.
      If requested by APS PR, Humana PR shall provide APS PR evidence of such
      coverage upon execution of this Agreement and thereafter at reasonable
      intervals as requested by APS PR during the term of this Agreement. This
      clause shall survive for a period of time not less than the applicable
      Statute of Limitations in the Commonwealth of Puerto Rico.


                                       21
<PAGE>

6.9.  INDEMNIFICATION

      6.9.1. BY APS PR

      APS PR shall indemnify and hold ASES and Humana PR harmless from and
      against any and all debts of APS PR, and from any and all debts, claims,
      damages, costs, causes of action, expenses or liabilities, including
      reasonable attorney's fees and court costs, to the extent proximately
      caused by or which may arise out of and/or be incurred in connection with,
      any negligent or other wrongful conduct by APS PR arising from this
      Agreement, APS PR's failure to pay any sums due by it to its providers, or
      any other material breach of this Agreement. This Section 6.9.1 shall
      survive the termination of this Agreement regardless of the cause of
      termination, including the insolvency, bankruptcy or liquidation of APS
      PR.

      6.9.2. BY APS PR PROVIDERS

      APS PR shall cause each APS PR Provider in its APS PR Provider Services
      Agreement to agree to indemnify and hold ASES and Humana PR harmless from
      and against any and all debts of the APS PR Provider, and from any and all
      debts, claims, damages, costs, causes of action, expenses or liabilities,
      including reasonable attorney's fees and court costs, to the extent
      proximately caused by or which may arise out of and/or be incurred in
      connection with, any negligent or other wrongful conduct by the APS PR
      Provider arising from the APS PR Provider Services Agreement, or any other
      material breach of the APS PR Provider Services Agreement. This Section
      6.9.2 shall survive the termination of this Agreement regardless of the
      cause of termination, including the insolvency, bankruptcy or liquidation
      of the APS PR Provider.

      6.9.3. BY HUMANA PR

      Subject to the provisions and restrictions of the Health Insurance
      Contract, Humana PR agrees to indemnify and hold harmless APS PR, its
      appointed boards, officers, employees, and agents, individually and
      collectively, from all fines, claims, demands, suits or actions of any
      kind or nature arising by reason of Humana PR's material breach of this
      Agreement. This Section 6.9.3 shall survive the termination of this
      Agreement regardless of the cause of termination, including the
      insolvency, bankruptcy or liquidation of Humana PR.

6.10. CONFIDENTIALITY OF INFORMATION

      6.10.1. COVENANT BY APS PR

      APS PR and APS PR Providers acknowledge and agree that all material
      provided to them by Humana PR is the property of Humana PR. Neither APS PR
      nor APS PR Providers shall use such information for any purpose other than
      to accomplish the purposes of this Agreement. APS PR and/or APS PR
      Providers shall not disclose or release such material to any third party
      without the prior written consent of Humana PR or as otherwise provided in
      the Health Insurance Contract or this Agreement. This prohibition
      specifically includes, but is not limited to, use of any of the
      above-referenced materials, directly or indirectly, to further the
      business purposes of any organization or business including, but not
      limited to, APS PR, any entity under contract with APS PR,


                                       22
<PAGE>

      an APS PR Provider, or other health maintenance organization, health
      insurance company or other health care delivery system or other entity in
      the business of providing or administering managed health care systems.
      Upon notice of the termination of this Agreement, APS PR, any entity under
      contract with APS PR, and APS PR Providers agree to return all such
      materials, including all copies, whether authorized or not, to Humana PR.
      This provision shall survive the termination or expiration of any term or
      provision of this Agreement. The parties agree that any violation of this
      Section 6.10.1 by APS PR, any entity under contract with APS PR, or APS PR
      Providers will result in irreparable injury to Humana PR. Therefore, in
      addition to any remedies otherwise available to Humana PR, Humana PR shall
      be entitled to an injunction enjoining and restraining APS PR, any entity
      under contract with APS PR, APS PR Providers, and any related individuals
      or parties from violating this Section 6.10.1. If it is determined that
      the scope of the provisions of this Section are too extensive to be
      enforceable, then they shall be modified to be whatever is determined by a
      court to be reasonable in order to obtain enforcement and the parties
      hereto agree to accept such determination subject to any appeals. For
      purposes of this Section 6.10.1, information shall not be considered
      proprietary if (i) such information is required to be disclosed pursuant
      to law, provided, however, that Humana PR is provided reasonable advance
      notice of such disclosure (assuming APS PR has such advance notice), or
      (ii) such information is generally available to the public other than
      through a violation of this Section 6.10.1 by APS PR and/or APS PR
      Providers.

      6.10.2. COVENANT BY HUMANA PR

      Humana PR acknowledges and agrees that all material provided to it by APS
      PR is the property of APS PR. Humana PR shall not use such information for
      any purpose other than to accomplish the purposes of this Agreement.
      Humana PR shall not disclose or release such material to any third party
      without the prior written consent of APS PR as otherwise provided in the
      Health Insurance Contract or this Agreement. This prohibition specifically
      includes, but is not limited to, use of any of the above-referenced
      materials, directly or indirectly, to further the business purposes of any
      organization or business including, but not limited to, Humana PR. Upon
      notice of the termination of this Agreement, Humana PR agrees to return
      all such materials, including all copies, whether authorized or not, to
      APS PR. This provision shall survive the termination or expiration of any
      term or provision of this Agreement. The parties agree that any violation
      of this Section 6.10.2 by Humana PR or any entity under contract with
      Humana PR will result in irreparable injury to APS PR. Therefore, in
      addition to any remedies otherwise available to APS PR, APS PR shall be
      entitled to an injunction enjoining and restraining Humana PR or any
      entity under contract with Humana PR and any related individuals or
      parties from violating this Section 6.10.2. If it is determined that the
      scope of the provisions of this Section 6.10.2 are too extensive to be
      enforceable, then they shall be modified to be whatever is determined by a
      court to be reasonable in order to obtain enforcement and the parties
      hereto agree to accept such determination subject to any appeals. For
      purposes of this Section 6.10.2, information shall not be considered
      proprietary if (i) such information is required to be disclosed pursuant
      to law, provided, however, that APS PR is provided reasonable advance
      notice of such disclosure (assuming Humana PR has such advance notice), or
      (ii) such information is generally available to the public other than
      through a violation of this Section 6.10.2 by Humana PR. In addition,
      Humana PR, its agents, employees, successors and assigns shall at all
      times maintain the confidentiality of any information obtained from APS PR
      for invoicing or accounting purposes or otherwise in any form or manner
      related to services


                                       23
<PAGE>

      rendered by APS PR including, without limitation, any information
      contained in patient records, in accordance with the laws of the
      Commonwealth of Puerto Rico.


7.    REPORTS; ENCOUNTER DATA; RECORDS

      7.1.  REQUIRED REPORTS GENERALLY

      APS PR shall provide Humana PR such reports and other information as are
      set forth on the list of Required Reports set forth as Attachment I hereto
      (collectively, the "Required Reports"). APS PR shall deliver the Required
      Reports to Humana PR with such frequency, in such format and on the dates
      as are indicated on Attachment I hereto. APS PR shall further require APS
      PR Providers to cooperate with APS PR and Humana PR in the preparation of
      such reports and other information. Whenever the preparation and/or
      delivery of any Required Report shall require the cooperation of Humana
      PR, Humana PR shall reasonably cooperate with the preparation of such
      Required Report, and in the event Humana PR does not so cooperate, APS PR
      shall be excused from providing such Required Report.

      From time to time Humana PR may request that APS PR prepare additional
      reports not listed in Attachment I ("Ad Hoc Reports"). APS PR shall use
      its best efforts in good faith to cooperate with Humana PR to prepare and
      deliver the Ad Hoc Reports as reasonably requested by Humana PR. If Humana
      PR requests an Ad Hoc Report in response to a request from ASES, then APS
      PR and Humana PR shall equally bear the cost of preparing such Ad Hoc
      Report. If Humana PR requests an Ad Hoc Report other than in response to a
      request from ASES, then Humana PR shall reimburse APS PR for its
      reasonable costs and expenses incurred in preparing such Ad Hoc Report.

      7.2.  ACCESS TO DOCUMENTS, MAINTENANCE OF RECORDS, CLAIMS AND ENCOUNTER
            REPORTING.

      APS PR agrees, and shall cause APS PR Providers to agree, to maintain
      adequate and complete medical, business and financial records pertaining
      to covered Services rendered to Beneficiaries. APS PR agrees, and shall
      cause each APS PR Provider to agree, to submit all claims and encounter
      data to APS PR for reporting to Humana PR, in accordance with the
      requirements of Humana PR's policies and procedures, as amended from time
      to time. APS PR agrees, and shall cause each APS PR Provider to agree, to
      comply with such electronic data gathering and other system automation
      requirements of Humana PR. In addition, all records shall be maintained in
      a legible manner and filed or stored in an easily retrievable system.

      7.3.  MEDICAL RECORDS

      APS PR and APS PR Providers shall maintain complete records of all
      services rendered to Beneficiaries, including separate and individual
      medical files and records for each Beneficiary to record all clinical
      information, services rendered, procedures ordered, and referrals to other
      physicians and providers, pertaining to such Beneficiary. The records
      shall comply with applicable professional standards and shall include,
      without limitation, notations of personal contacts, primary care visits,
      consultation reports, reports from referral providers, discharge
      summaries, diagnostic studies, and such other information as Humana PR may
      reasonably require. Medical records of Beneficiaries shall be


                                       24
<PAGE>

      treated as confidential so as to comply with all applicable federal and
      Commonwealth of Puerto Rico laws and regulations regarding the
      confidentiality of patient records. APS PR and APS PR Providers shall
      preserve and retain in readily accessible form the medical records of all
      Beneficiaries during the term of this Agreement and for a period of seven
      (7) years thereafter or such later time as necessary to complete any
      pending review or audit of such records is complete or as may be required
      under the Health Insurance Contract or herein. Upon request from Humana PR
      and/or a Beneficiary (subject to legal requirements relating to the
      release of confidential patient information), APS PR agrees and shall
      require the APS PR Providers to agree to transfer the complete original or
      an acceptable copy of the medical record maintained by APS PR (if any) for
      such Beneficiary to another physician or provider. Such transfer or copy
      of medical record(s) shall be at no cost to either Humana PR or the
      Beneficiary and shall be made within a reasonable time following the
      request (which, in the case of a medical emergency, shall not be more than
      five (5) business days). In the event that Humana PR requires APS PR to
      transfer copies of the medical records of more than fifty (50)
      Beneficiaries to Humana PR or any third party for any reason, APS PR will
      cooperate with and provide access to Humana PR for the purpose of copying
      such records and Humana PR will bear the financial responsibility for such
      copies. The provisions of this Section 7.3 shall survive the termination
      of this Agreement.

      7.4.  BUSINESS AND FINANCIAL RECORDS

      APS PR and APS PR Providers shall also maintain business and financial
      records to document expenditures and revenues relating to the performance
      of their duties under this Agreement. APS PR and APS PR Providers shall
      preserve, and retain in readily accessible form, all such records during
      the term of this Agreement and for a period of 7 years thereafter or such
      later time as necessary to complete any pending review or audit of such
      records is complete or as may be required under the Health Insurance
      Contract or herein.

      7.5.  HUMANA PR'S RIGHT OF ACCESS TO APS PR RECORDS AND FACILITIES

      Humana PR shall have access at all times during regular business hours,
      upon prior written demand, to inspect and copy all books, documents,
      business, financial and medical records of APS PR and APS PR Providers
      relating to the health care services provided to Beneficiaries, the cost
      thereof, and to payments received by APS PR Providers from Beneficiaries
      and from third party payors (the "Records"). Humana PR shall have the
      right to copy the Records with the written consent of Beneficiaries or
      otherwise as permitted by law. Humana PR, Commonwealth of Puerto Rico,
      ASES, federal officials and any authorized representatives of
      certification and accreditation agencies shall also have the right to
      inspect, at reasonable times, APS PR's and APS PR Providers' facilities
      pursuant to Humana PR's quality improvement and peer review procedures,
      certification and accreditation, and Commonwealth of Puerto Rico and
      federally mandated procedures. If Humana PR requests copies of the Records
      from APS PR and/or APS PR Providers to determine Medical Necessity, to
      administer this Agreement, to fulfill its obligations pursuant to the
      Health Insurance Contract, or to comply with applicable governmental
      regulations, the Records shall be copied and delivered to Humana PR at APS
      PR and/or APS PR Provider's expense. If Humana PR requests copies of the
      Records from APS PR and/or APS PR Providers for any other purpose, Humana
      PR shall reimburse APS PR and/or APS PR Providers, as applicable, for the
      cost of such copies at a commercially reasonable rate.


                                       25
<PAGE>

7.6.  GOVERNMENTAL RIGHT OF ACCESS TO RECORDS

            7.6.1. APS PR and APS PR Providers acknowledge that funds from the
      State Plan under Title XIX of the Social Security Act Medical Assistance
      Program (Medicaid) as well as from Title V of the Social Security Act and
      Mental Health Block Grants are used to finance in part the Covered
      Services provided pursuant to the Health Insurance Contract. Therefore,
      APS PR and APS PR Providers shall agree to comply with requirements and
      conditions of the U.S. Department of Health and Human Services ("DHHS"),
      HCFA, the Comptroller General of the United States, the Comptroller of
      Puerto Rico and ASES, as to maintenance of Records. In this regard:

            7.6.2. At all times during the term of this Agreement and for a
      period of 6 years thereafter, APS PR and APS PR Providers will provide
      ASES, DHHS, HCFA, the Comptroller of Puerto Rico, the Comptroller General
      of the United States of America and/or their authorized representatives,
      access to all Records for the purpose of examination, audit or copying of
      such Records. In the event APS PR or any APS PR Provider enters into a
      subcontract to provide any of the Covered Services, such subcontract shall
      provide that the authorized representatives of ASES, the Health Care
      Financing Administration, the Comptroller of the Commonwealth of Puerto
      Rico, and the Comptroller General of the United States of America shall
      have access to all books, documents, and records relating to the cost of
      providing such Covered Services. The audits of the Records include
      examination and review of the sources and applications of funds under this
      Agreement. APS PR and APS PR Providers shall also furnish access to and
      permit inspection and audit by ASES, HCFA, the Comptroller of Puerto Rico,
      the Comptroller General of the United States of America and/or their
      authorized representatives to any financial Records relating to the
      capacity of APS PR and APS PR Providers to bear the risk of potential
      financial losses.

            7.6.3. APS PR and APS PR Providers shall furnish to the Peer Review
      Organization (PRO), to an accrediting or certification agency, to ASES and
      to DHHS on-site access to, or copies of patient care Records as needed to
      evaluate quality of care, subject to applicable law.

            7.6.4. ASES, DHHS and HCFA shall have the right to inspect,
      evaluate, copy and audit any pertinent Records of APS PR and APS PR
      Providers to evaluate the services performed, determine the costs of
      services rendered, amounts paid and amounts payable, reconcile benefits,
      determine liabilities and review and monitor compliance with this
      Agreement. Without limiting the generality of the foregoing, ASES shall
      have access to Participating Providers' Medicare billing data for
      Beneficiaries covered by this Agreement who are also Part A and Part B
      Medicare beneficiaries, provided that such access is authorized by HCFA
      and other related statutory or regulatory provisions.

            7.6.5. APS PR and APS PR Providers shall provide for the review of
      all Mental and Behavioral Health Services (including both in-patient and
      out-patient services) for the purpose of determining whether such services
      meet professionally recognized standards of health care, including whether
      appropriate services have not been provided or have been provided in
      inappropriate settings. It shall also provide for


                                       26
<PAGE>

      review, by random sampling, by ASES, of written complaints, and the
      results thereof, filed by Beneficiaries or their representatives as to the
      quality of services provided.

            7.6.6. APS PR and APS PR Providers agree that ASES, DHHS and HCFA
      may conduct inspections and evaluations, at all reasonable times, through
      on-site audits, systems tests, assessments, performance review and regular
      reports, to assure the quality, appropriateness, timeliness and cost of
      services furnished to the Beneficiaries.

            7.6.7. APS PR and APS PR Providers agree that the right of ASES,
      DHHS and HCFA hereunder to inspect, evaluate, copy and audit the Records
      shall survive the termination of this Agreement for a period of 6 years
      from said termination date unless:

      (a)   ASES, DHHS or HCFA determines there is a special need to retain a
            particular Record for a longer period and notifies APS PR or APS PR
            Providers, as appropriate, at least 30 days before the expiration of
            the disposal date;

      (b)   Litigation, administrative proceeding or other controversy has
            arisen between any of the parties, APS PR, or APS PR Providers, in
            which case the retention period may be extended beyond the retention
            period set forth above to 3 years from the date of any resulting
            final resolution or adjudication;

      (c)   ASES, DHHS or HCFA determines that there is a reasonable possibility
            of fraud, in which case it may reopen a final settlement at any
            time; or

      (d)   ASES, DHHS, HCFA, the Office of the Comptroller of Puerto Rico or
            the Comptroller General of the United States, has initiated an audit
            or investigation in which case the retention may be extended until
            the conclusion of the audit and publication of the final report.

            7.6.8. APS PR and APS PR Providers shall permit ASES, DHHS or HCFA
      to review and audit all Records related to quality appropriateness,
      timeliness and cost of services rendered, and to demonstrate that the
      services for which payment was made were provided as claimed and
      documented in the clinical Record of the Beneficiary in accordance with
      prevailing professional record-keeping standards.

8.    PROHIBITION AGAINST DISCRIMINATION

      8.1.  NO DISCRIMINATION AGAINST BENEFICIARIES

      APS PR and APS PR Providers, shall observe, protect and promote the rights
      of Beneficiaries as patients, without regard to race, age, sex, national
      origin, religion, place of residence, economic status, physical or mental
      handicap (as defined by Section 504 of the Rehabilitation Act), health
      status or health care needs, benefit plan or source of payment of such
      Beneficiaries. APS PR and APS PR Providers acknowledge that it is illegal
      to inquire of any Beneficiary whether such Beneficiary is receiving
      benefits provided under Law 72, and agree never to make such an inquiry of
      any Beneficiary. Neither APS PR nor any APS PR Provider shall deny any
      Beneficiary access to Covered Services, except for the reasons specified
      in Article VI, Section 6 of Law 72. Neither


                                       27
<PAGE>

      APS PR nor any APS PR Provider shall unreasonably delay, deny or ration
      Covered Services to any Beneficiary. APS PR and each APS PR Provider shall
      post a notice at every place where services are rendered to Beneficiaries
      stating that public policy prohibits denying, unreasonably delaying or
      rationing services by participating providers or any other entity related
      to the rendering of medical care services to the beneficiaries of Law 72.
      The notice shall also provide information on how a Beneficiary may file a
      grievance against APS PR or APS PR Provider. APS PR and APS PR Providers
      shall abide by the access to medical services requirements set forth in
      the Consolidated Omnibus Budget Reconciliation Act, as codified in the
      Social Security Act, to the extent such requirements are applicable.

      8.2.  AFFIRMATIVE ACTION

      APS PR and APS PR Providers agree to abide by the non-discrimination and
      affirmative action requirements of Executive Order 11246, the Vietnam Era
      Veterans Readjustment Assistance Act of 1974, Section 503 of the
      Rehabilitation Act of 1973, the Americans with Disabilities Act and the
      implementing rules and regulations of the Office of Federal Contract
      Compliance Programs, U.S. Department of Labor, as found in the Code of
      Federal Regulations, Title 41, Chapter 60.

9.    TERM AND TERMINATION

      9.1.  TERM

      This Agreement shall be effective as of the date set forth on the first
      page of this Agreement and shall continue in effect for a period of one
      year thereafter unless earlier terminated in accordance with the terms of
      this Section 9. Thereafter, the Agreement shall be automatically renewed
      for an additional term of one year on the anniversary date of the Health
      Insurance Contract unless either party shall have provided notice to the
      other party not less than 90 days prior to such anniversary date of its
      intention not to renew the Agreement. Notwithstanding the foregoing, if
      the Health Insurance Contract with respect to a particular Health Region
      is terminated for any reason, then this Agreement shall terminate with
      respect to the particular Health Region so terminated. In the event that
      the Heath Insurance Contract is extended beyond its original termination
      date, then this Agreement may be extended by Humana PR for intervals of
      thirty (30) days through and including the final termination of the Health
      Insurance Contract.

      9.2.  TERMINATION BY HUMANA PR

      This Agreement may be terminated by Humana PR at any time: (a) if APS PR
      breaches any material provision of this Agreement, and fails to cure such
      breach (if such breach is susceptible of cure) within 15 days of receipt
      of written notice by Humana PR setting forth the nature of the breach; and
      (b) upon 30 days written notice if APS PR materially breaches any
      provision of this Agreement and fails to cure such breach (if such breach
      is susceptible of cure) within 15 days of receipt of written notice by
      Humana PR setting forth the nature of the breach.

      9.3.  TERMINATION BY APS PR

      This Agreement may be terminated by APS PR if Humana PR breaches any
      material provision of this Agreement and fails to cure such breach (if
      such breach is susceptible


                                       28
<PAGE>

      of cure) within 15 days of receipt of written notice by APS PR setting
      forth the nature of the breach. In addition, this Agreement may be
      terminated immediately by APS PR with prior written notice if: (i) there
      is a material increase in the scope of services, benefit structure,
      Copayments and/or deductible amounts set forth in the Attachment s hereto
      and the parties are unable to negotiate a revised compensation schedule at
      least thirty (30) days prior to the effective date of such increase, (ii)
      Humana PR is not in compliance with the financial reserve requirements
      applicable to it under local or federal laws and regulations or by any
      federal government agency or regulatory authority having jurisdiction over
      Humana PR's operations; (iii) Humana PR's reinsurance or insolvency
      policies on behalf of APS PR and/or APS PR Providers is canceled or not
      renewed and a replacement policy is not obtained and in effect before the
      expiration or the effective date of cancellation or non-renewal of such
      reinsurance or insolvency policy.

      9.4.  EFFECT OF TERMINATION

      Upon a termination of this Agreement for whatever reason, the rights of
      each party hereunder shall terminate, provided however, that such
      termination shall not relieve APS PR, APS PR Providers or Humana PR of
      their obligations with respect to: (i) payments accrued to APS PR or APS
      PR Providers prior to termination; (ii) any breach of this Agreement;
      (iii) APS PR's and APS PR Providers' agreement not to seek compensation
      from Beneficiaries for Covered Services provided prior to termination or
      pursuant to this Agreement; and (d) providing medical care and services to
      Beneficiaries during any interim period between termination and such time
      when Humana PR can make other medical care and service arrangements, which
      interim period shall not exceed 90 days or such earlier time as all such
      Beneficiaries are transferred to other appropriate providers. Humana PR
      shall compensate APS PR and/or APS PR Providers, as applicable, for such
      care in accordance with APS PR's then-existing standard fee-for-service
      rates and otherwise pursuant to the terms of this Agreement. APS PR
      further agrees, and shall require APS PR Providers to agree, that this
      Section 9.4 shall survive the termination of this Agreement regardless of
      the cause giving rise to termination and shall be construed to be for the
      benefit of Beneficiaries and Humana PR, as applicable; and this Section
      9.4 supersedes any oral or written contrary agreement now existing or
      hereafter entered into between APS PR, APS PR Providers and Beneficiaries,
      or persons acting on their behalf. In the event of a termination of this
      Agreement and immediately following Humana PR's receipt of notice of
      termination, APS PR and APS PR Providers shall cooperate fully with Humana
      PR in the transfer of Beneficiaries to other health care providers. APS PR
      and APS PR Providers acknowledge and agree that during any such interim
      period following notice of termination but preceding the effective date of
      termination, enrollment in APS PR shall cease.

10.   RELATIONSHIP OF PARTIES

      10.1. INDEPENDENT CONTRACTORS

      In performance of their respective duties and obligations, each of the
      parties to this Agreement and in regard to any services rendered or
      performed by either party for covered individuals designated by Humana PR
      as Members, it mutually is understood and agreed that Humana PR and APS PR
      and their respective employees and agents are at all times acting and
      performing as independent contractors and that neither party nor their
      respective employees and agents, shall be considered the agent, servant,


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<PAGE>

      employee of, or joint venture partner with the other party. Notice to, or
      consent from, any third party, including a Member or other provider, shall
      not be required in order to make any termination or modification of this
      Agreement effective. APS PR is contracting for itself, and as agent for
      and under authority granted to APS PR by each of the APS PR Providers
      employed by or under contract with APS PR. The parties acknowledge and
      agree that neither APS PR nor Humana PR will be liable for the activities
      of the other nor the agents and employees of the other, including but not
      limited to, any liabilities, losses, damages, injunctions, suits, actions,
      fines, penalties, claims or demands of any kind or nature by or on behalf
      of any person, party or governmental authority arising out of or in
      connection with: (i) any failure to perform any of the agreements, terms,
      covenants or conditions of this Agreement; (ii) any negligent act or
      omission or other misconduct; (iii) the failure to comply with any
      applicable laws, rules or regulations; or (iv) any accident, injury or
      damage to persons or property.

      10.2. PHYSICIAN-PATIENT RELATIONSHIP

      Nothing contained in this Agreement shall be construed to require APS PR
      Providers to: (i) recommend any procedure or course of treatment which an
      APS PR Provider deems professionally unacceptable; or (ii) recommend that
      Humana PR deny benefits for any procedure or course of treatment. APS PR
      acknowledges and shall require APS PR Providers to acknowledge that all
      patient care and related decisions are the sole responsibility of the APS
      PR Providers and that Humana PR does not dictate or control APS PR
      Providers' clinical decisions with respect to the medical care or
      treatment of Beneficiaries. Humana PR shall not intervene in any way or
      manner with the rendition of medical services by APS PR Providers, it
      being understood and agreed that the traditional relationship between
      Physician and patient will be maintained. APS PR agrees, and shall require
      APS PR Providers to agree, that any determination by APS PR or Humana PR
      as to whether a particular course of medical treatment constitutes a
      Covered Service shall not relieve APS PR Providers from providing or
      recommending such care to Beneficiaries as they deem to be medically
      appropriate. In the case of a dispute among a Beneficiary, APS PR and/or
      Humana PR whether a service is a Mental or Behavioral Health Service, the
      dispute will be resolved following the applicable Humana PR and ASES
      complaint, grievance and appeals procedure. APS PR and APS PR Providers
      agree to inform Beneficiaries of their right to appeal any utilization
      review or coverage determination in accordance with the Health Insurance
      Contract and the policies and procedures of APS PR, Humana PR and ASES.

      10.3. MORE FAVORABLE AGREEMENTS

      If during the term of this Agreement, APS PR enters into any contract or
      other arrangement with any other party (a "Comparable Party") under which
      the APS PR renders and/or provides for the provision of comparable mental
      and behavioral health services through its APS PR Providers at a discount,
      differential or other allowance which is more favorable than the payment
      method or rates set out in Attachment A, then the APS PR shall notify
      Humana PR immediately, and Humana PR shall be entitled to such discount,
      differential or other allowance effective as of the effective date of such
      other contract or arrangement. For the purposes of this Section 10.3,
      "comparable mental and behavioral health services" means services that are
      comparable to those offered by APS PR to the Beneficiaries pursuant to
      this Agreement when the Comparable Party's membership or service
      population (including age and sex breakdown), cost of service, available
      providers, historic health service utilization rates


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<PAGE>

      among the serviced membership and other relevant service factors are
      reasonably comparable to those of Humana PR. This Section 10.3 shall not
      apply to mental and behavioral health services provided under any
      government program other than the Reform Program.

      10.4. NON-COMPETITION

      APS PR agrees and shall cause its APS PR Providers to agree that at any
      time during the term of this Agreement and subsequent to its termination,
      Humana PR may enter into a direct agreement with APS PR Providers for the
      provision of medical services by APS PR Providers to members of Humana
      PR's plans. Nothing in the APS PR Provider Services Agreements or in any
      other agreement between APS PR and its providers shall prohibit or
      restrict the right of providers to contract directly with Humana PR,
      either as a provider or as an owner or promoter of any other health care
      organization. For the term of this Agreement plus a period of one (1) year
      commencing on the termination of this Agreement, APS PR shall not,
      directly or indirectly, in any capacity, for the benefit of any person,
      within the geographical area consisting of the Commonwealth of Puerto
      Rico, establish, engage, own, manage, operate, join or control, or
      participate in the establishment, ownership, management, operation or
      control of, any person in connection with any prepaid health plan,
      indemnity health plan, health maintenance organization, preferred provider
      organization, exclusive provider organization, independent provider
      association, or any other similar organization or entity (collectively, a
      "Health Insurer") which does or could be considered to be entitled to bid
      as a health insurance company for participation in the Puerto Rico Health
      Reform Program established under Law 72; provided, however, that (i) APS
      PR may own no more than 5% of the issued and outstanding securities of a
      publicly-traded company in the above-described industries; and (ii)
      nothing in this Section 10.4 shall be deemed to prohibit APS PR from
      providing or arranging for the provision of mental and behavioral health
      services to any other Health Insurer or directly to any governmental unit
      in a direct carve-out contract for mental and behavioral health services.

      10.5. APS PARENT GUARANTEE

      American  Psych Systems,  Inc.,  the corporate  parent of APS PR ("APS),
      shall guarantee the Payment  Obligations of APS PR under this Agreement,
      on the terms set forth in Attachment  J hereto.

      10.6. DISPUTE RESOLUTION

            10.6.1. Any dispute, controversy, or question of interpretation
      arising out of or relating to this Agreement or any amendments hereto,
      shall be settled by arbitration in San Juan, Puerto Rico in accordance
      with the procedures provided in this Section ___.

            10.6.2. Arbitration may be initiated by a party by serving written
      demand upon the other party or parties. The demand shall specify the
      issues in dispute and the name of the person designated to act as
      arbitrator on behalf of the party initiating arbitration. The party or
      parties receiving the demand shall answer within twenty days of the date
      demand is made by stating any additional issues in dispute and the name of
      the person designated to act as arbitrator on behalf of such party or
      parties. Failure to answer will result in a denial of the issues in the
      demand, in a waiver of the right to raise additional issues relating to
      the issues set forth in the demand at any future


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<PAGE>

      date, and in a waiver of the selection of the second arbitrator. If the
      failure to answer results in the selection of only one arbitrator, that
      arbitrator, acting alone, shall hear the issues presented for arbitration
      and render a written decision within twenty days thereof in accordance
      with all other applicable provisions of this Section 10.6.

            10.6.3. The arbitrators so chosen shall meet within twenty days
      after the second arbitrator is chosen and shall decide the dispute. If
      they are not able to resolve the dispute within the twenty-day period, the
      selected arbitrators shall select a third arbitrator and, if they cannot
      agree on the third arbitrator within twenty days, the third arbitrator
      shall be appointed upon their application, or upon the application of
      either party, by the American Arbitration Association in San Juan, Puerto
      Rico.

            10.6.4. The arbitrator or arbitrators shall have the broadest powers
      permitted by law or equity, including the power to grant injunctive
      relief, order specific performance, and grant other equitable remedies
      which the arbitrators deem appropriate. The arbitrator or arbitrators
      shall conduct conferences and hearings, as appropriate, hear arguments of
      the parties, and take the testimony of witnesses.

            10.6.5. The three arbitrators shall meet and decide the dispute by
      written decision stating the reasons in support thereof, and shall render
      an award within sixty days of the demand for arbitration or twenty days of
      the appointment of the third arbitrator, whichever is later. A decision in
      which two of the three arbitrators concur shall be binding and conclusive
      upon the parties, subject to vacation, modification, or correction as
      permitted by the rules of the American Arbitration Association then in
      force. If two of the arbitrators shall be unable to concur, the parties
      shall appoint new arbitrators and a new arbitration shall be conducted. In
      appointing arbitrators and in deciding the dispute, the arbitrators shall
      act in accordance with the rules of the American Arbitration Association
      then in force, subject however, to such limitations as may be placed upon
      them by the provisions of this Agreement, except that each party may
      appoint as its arbitrator its own attorney, accountant, employee or
      officer.

            10.6.6. Any determination rendered in accordance with the provisions
      of Section 10.6 shall be controlling and decisive of any dispute
      thereafter arising under this Agreement, and judgment upon, or
      confirmation of, the determination may be entered in any court of record
      of competent jurisdiction or application may be made in such court for
      judicial acceptance of the award and an order of enforcement as the law of
      such jurisdiction may require or allow. The parties waive all rights of
      appeal of any order confirming, modifying or correcting a determination or
      award by the arbitrator or arbitrators. The determination of the
      arbitrator or arbitrators shall be kept confidential by the parties,
      unless disclosure is required for purposes of enforcement or required by
      law.

            10.6.7. The prevailing party in the arbitration shall be entitled to
      recover reasonable attorneys' fees and costs, including such fees and
      costs resulting from any action to confirm the award or enforce the
      judgment resulting therefrom.


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<PAGE>

11.   MISCELLANEOUS

      11.1. MODIFICATION OF THIS AGREEMENT

      This Agreement may be amended or modified in writing as mutually agreed
      upon by Humana PR and APS PR. This Agreement shall also be deemed to be
      modified by operation of federal law, the law of the Commonwealth of
      Puerto Rico, applicable governmental regulations or amendments to or
      clarification of the Health Insurance Contract by ASES.

      11.2. INTERPRETATION

      The validity, enforceability and interpretation of any of the clauses of
      this Agreement shall be determined and governed by applicable law of the
      Commonwealth of Puerto Rico and federal law. The parties agree that
      jurisdiction for any legal action regarding this Agreement shall be in the
      courts of the Commonwealth of Puerto Rico, or the federal courts located
      in San Juan, Puerto Rico. This Agreement shall not be construed as
      creating any third party beneficiaries hereto including, without
      limitation, Beneficiaries or Members, except with respect to the
      provisions of Section 4.6 hereof. Notice to, or the consent of any person
      or entity not a party to this Agreement including any Beneficiary or
      Member shall not be required to effect any modification, amendment or
      termination of this Agreement.

      11.3. SEVERABILITY

      If any provision, covenant or condition of this Agreement is held by a
      court of competent jurisdiction to be invalid, void or unenforceable, the
      remainder of the provisions and Agreement shall remain in full force and
      effect and in no way shall be affected, impaired or invalidated.

      11.4. WAIVER

      The waiver of any breach of any term, covenant or condition of this
      Agreement, shall not be deemed a waiver of any subsequent breach of the
      same or any other term, covenant or condition.

      11.5. ASSIGNMENT

      This Agreement, being intended to secure the services of APS PR and APS PR
      Providers, shall not be assigned, delegated or transferred by APS PR
      without the prior written consent of Humana PR, which consent may not be
      unreasonably withheld. Humana PR may assign this Agreement in whole or in
      part to any purchaser of all or a substantial portion of the business in
      respect of which this Agreement is executed, or to any affiliate of Humana
      PR, provided that the assignee agrees to assume Humana PR's obligations
      under this Agreement.


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<PAGE>

      11.6. NOTICE

      Any notice required to be given pursuant to the terms and provisions
      hereof shall be hand-delivered by courier or sent by certified mail,
      return receipt requested, postage prepaid, or by overnight mail service
      such as Federal Express,

      to Humana PR at:

      HUMANA HEALTH PLANS OF PUERTO RICO, INC.
      383 FD Roosevelt Ave.
      San Juan, PR 00918-2131
      ATTENTION: Senior Vice President & CFO
      Facsimile: (787) 282-6290

      with a copy to:

      Humana Inc.
      500 West Main Street
      Louisville, KY 40202
      ATTENTION: Law Department
      Facsimile: (502) 580-3699

      and to APS PR at:

      American Psych Systems, Inc.
      6705 Rockledge Drive
      Suite 200
      Bethesda MD 20817-1850
      ATTENTION: General Counsel
      Facsimile: (301) 493-0777


      Either party may change its address by providing notice as set forth
      herein. APS PR shall be obligated to inform APS PR Providers of any
      notices from Humana PR which affect them.

      11.7. HEADINGS

      The headings in this Agreement are inserted merely for the purpose of
      convenience and do not limit, define or extend the specific terms so
      designated.

      11.8. ENTIRE AGREEMENT

      This Agreement together with all Attachment s annexed hereto and the
      applicable provisions of the Health Insurance Contract incorporated
      herein, contains all the terms and conditions agreed upon by the parties
      and supersedes all other agreements of the parties, oral or otherwise,
      regarding the subject matter hereof.


                           [SIGNATURE PAGE FOLLOWS]

                                       34
<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first above written.


HUMANA  HEALTH PLANS OF PUERTO RICO, INC.




By: /s/ Victor Gutierrez
   ----------------------------------------
      Victor Gutierrez, MD, President


AMERICAN PSYCH SYSTEMS OF PUERTO RICO, INC.


By: /s/ Remedios Rodriguez
   ----------------------------------------
      Remedios Rodriguez, CEO


AMERICAN PSYCH SYSTEMS, INC.
(with respect to Section 10.5 only)


By: /s/ Kenneth Kessler
   -------------------------------------------
      Kenneth A. Kessler, MD, CEO & President



                                       35
<PAGE>

                               LIST OF ATTACHMENTS
                                       TO
                 MENTAL AND BEHAVIORAL HEALTH SERVICES AGREEMENT
                                (REFORM PROGRAM)

A.    Compensation to APS PR

B.    Mental and Behavioral Health Services, Exclusions And Deductibles

C.    Ownership Disclosure Form

D.    Credentialing Delegation Agreement

E.    Utilization Management Delegation Agreement

F.    Member Services and Quality Improvement Delegation Agreement

G.    Treatment Record Activities Delegation Agreement

H.    Form of Letter of Credit

I.    Schedule of Required Reports

J.    Form of Corporate Guaranty of American Psych Systems, Inc.


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