Exhibit 10.7

                              REINSURANCE AGREEMENT

                       (herein referred to as "Agreement")

                                     Between

                   ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK

                               New York, New York

                  (herein referred to as "Allianz Life of NY")

                                       And

                                 MDNY HEALTHCARE

                               Melville, New York

                         (herein referred to as "Plan")

                         EFFECTIVE DATE: January 1, 2006

                     REINSURANCE AGREEMENT NUMBER 17055-036

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                                TABLE OF CONTENTS
TITLE                                                                   ARTICLE
Reinsurance Coverage                                                       1
Schedule                                                                   2
Definitions                                                                3
Reinsurance Premium                                                        4
Additional Limitations                                                     5
Notice of Claims and Reimbursement                                         6
Reports, Records and Audits                                                7
Effective Date, Duration and Termination                                   8
General Provisions                                                         9

<PAGE>

                                    ARTICLE I

                              Reinsurance Coverage

1.1   Insuring Clause. The Plan will cede to Allianz Life of NY and Allianz Life
      of NY will reinsure the Percentage Payable of Eligible Expenses Incurred
      per Member per Contract Year that exceed the applicable Attachment Point,
      up to any applicable maximums for specified Lines of Business, subject to
      all the terms of this Agreement. When applicable, reimbursement is based
      on the situs of Plan and/or the date the Eligible Expenses were Incurred

1.2   Carryforward: Eligible Expenses may include expenses Incurred by a Member
      in the last 31 days of an Agreement issued to the Plan by Allianz Life of
      NY immediately preceding this Agreement if the applicable Attachment Point
      was not reached with respect to that Member under that preceding
      Agreement.


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-------------------------------------------------
Line(s) of Business
-------------------------------------------------
I Commercial HMO                        $0.66
-------------------------------------------------
I Commercial POS                        $1.07
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ATTACHMENT POINT(S) PER MEMBER:
-------------------------------------------------
Line(s) of Business
-------------------------------------------------
Commercial HMO                          $150,000
-------------------------------------------------
Commercial P05                          $150,000
-------------------------------------------------

                                    Schedule

                                    ARTICLE 2

2.1   LINE(S) OF BUSINESS:

      A.    Commercial HMO

      B.    Commercial Point of Service (P05), in and out of network

      Self-funded employees are not covered under this Agreement, unless they
      are employees for which the Plan has risk, and they are specifically
      listed above as a Line(s) of Business.

2.2   MONTHLY PREMIUM PER MEMBER:

2.3

      If a Member undergoes a Transplant in the LifeTrac Network, his/her
      Attachment Point is $125,000 for all Eligible Expenses in the Contract
      Year in which the Transplant takes place.

      If a Member underwent a Transplant in the LifeTrac Network in the last 31
      days of the Agreement issued to Plan by Allianz Life of NY immediately
      preceding this Agreement and the applicable Attachment Point was not
      reached under that Agreement, his/her Attachment Point under this
      Agreement is $125,000.

      See attached Eligible Expense Matrix(ces) for Eligible Expenses.

2.4   INDIVIDUAL LIFETIME MAXIMUM ALLOWABLE                   $1,000,000

--------------------------------------------------------------------------------
2.5   PERCENTAGES PAYABLE
--------------------------------------------------------------------------------
A.    COVERED ACUTE CARE 90%

      1) Transplants during the Transplant Confinement and Transplant       90%
         Acquisition Expenses will be reimbursed at Care provided
         outside the Transplant Confinement will be reimbursed at the
         percentages shown below.


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--------------------------------------------------------------------------------
      2) All other Covered Acute Care:                                      90%
         a. If paid at a Fixed Fee                                          80%
         b. If paid on any other basis                                      90%
--------------------------------------------------------------------------------
B.    ALL OTHER ELIGIBLE EXPENSES
--------------------------------------------------------------------------------

      The proportionate share of Eligible Expenses applicable to each percentage
      payable as part of the total Eligible Expenses are amounts over the
      applicable Attachment Point multiplied by each percentage payable.


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<PAGE>

Covered Acute Care -- Network         $2,500
Facilities Network Facilities:
-------------------------------------------------------------
Non-Network Facilities:               $5,000
per day
-------------------------------------------------------------
The ADM limits do not apply to Eligible Expenses that are:
-------------------------------------------------------------
Incurred during the Transplant Confinement for Transplants:
o     In the LifeTrac Network
o     Paid at a Fixed Fee
-------------------------------------------------------------
For:
o     Emergency Out-of-Area Care
o     Anesthesia and operating room expenses
-------------------------------------------------------------

2.6   ELIGIBLE EXPENSE LIMITATIONS PER MEMBER: Eligible Expenses are limited to
      the lesser of:

      A.    the billed charges (unless the health care provider is referenced in
            a Limitations section below); or

      B.    the amount paid by the Plan; or

      C.    any other limits shown in this Agreement.

2.7   COVERED ACUTE CARE:

Eligible Expense Limitations for Covered Acute Care Maximum (ADM):

          Averaqe Daily Maximum
is also limited to the following Average Daily

Brookhaven Memorial Hospital Medical Center
Good Samaritan Hospital Medical Center
Mercy Medical Center
Peconic Health System-Southampton Hospital,
Eastern Long Island Hospital and Central
Suffolk Hospital
St. Charles Hospital and Rehab Center
St. Francis Hospital
St. Catherine's ofr Siena Medical Center
St. John's Episcopal Hospital
Long Island Jewish Medical Center
John T. Mather Memorial Hospital
Peninsula Hospital Center
North Shore University Hospital at Manhasset
and Syosset
North Shore University Hospital at Glen Cove
North Shore University Hospital at Plainview
Huntington Hospital
Stony Brook University Hospital
New Island Hospital
North Shore University Hospital
Franklin Hospital
Southside Hospital
Staten Island University
South Nassau Community
Winthrop University Hospital
Nassau University Medical Center


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<PAGE>

                                    ARTICLE 3

                                   Definitions

3.1   AMBULANCE: Transportation for an emergency or from one Facility to another
      Facility.

3.2   AVERAGE DAILY MAXIMUM ("ADM'): The average expense per day for each period
      of continuous confinement for Covered Acute Care during the Contract Year.

3.3   BLOOD PRODUCTS: Blood products, including blood clotting factors, derived
      from blood or recombinant (synthetic) sources and used to treat serious
      conditions, including blood clotting disorders. Blood clotting factors
      include, but are not limited to, Factor VIla (recombinant), Factor VIII
      (human, porcine, recombinant), Factor IX (nonrecombinant and recombinant),
      and von Willebrand Factor.

3.4   CAPITATED SERVICE(S): Services performed for a Member by a health care
      provider with whom the Plan has a contract, directly or indirectly, and
      where the contract transfers from the Plan the entire risk (without any
      stop loss or other risk retention by the Plan) that the service may
      generate a cost greater than the capitation payment.

3.5   CHEMOTHERAPY: Chemotherapy drugs (as indicated in HCPCS book for codes
      J9000-J9999 or any replacement codes or an equivalent NDC code) and any
      medications used to treat cancer or the side effects of chemotherapy.

3.6   CONTRACT YEAR: The period that begins on the Effective Date and ends upon
      the earlier of 12 months beyond the Effective Date or the termination of
      this Agreement.

3.7   COVERED ACUTE CARE: The subset of medically necessary services and
      supplies for treatment of a Member for the period where:

      A.    The Member is a registered inpatient in a Facility; and

      B.    The Member is receiving daily evaluation and treatment from a
            licensed physician or registered nurse under the supervision of a
            licensed physician; and

      C.    Allianz Life of NY determines, using reasonable guidelines, that the
            Member's care:

            1)    would qualify for inpatient hospital acute medical care
                  (medical, surgical, intensive care units); and

            2)    is not care solely for intensive, acute, or other
                  rehabilitation.

      Covered Acute Care does not include Professional Care but does include the
      infusion of bone marrow or peripheral blood stem cells in an outpatient
      setting during a Transplant Confinement.

3.8   CUSTODIAL CARE: Services and supplies provided to a Member that are for
      maintenance, not mainly rehabilitative or restorative, or mainly to assist
      in the activities of daily living (such as help in eating, getting out of
      bed, bathing, dressing, toileting, or taking drugs).

3.9   DIALYSIS: Process by which toxic substances are removed from the blood
      artificially when the kidneys have failed (renal failure).

3.10  DURABLE MEDICAL EQUIPMENT ("DME"): Medical equipment ordered by a health
      care provider


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<PAGE>

      including, but not limited to, orthotics, prosthetics, or implants.

3.11  ELIGIBLE EXPENSE(S): Expenses for health care services and supplies
      provided to a Member that are Incurred during the Contract Year and are:

      A.    Covered by the Membership Service Agreement as the responsibility of
            the Plan to provide to a Member; and

      B.    Shown on the attached Eligible Expenses Matrix(ces) as an Eligible
            Expense under this Agreement; and

      C.    Performed by a Plan participating provider; or performed by a
            nonparticipating provider utilized (1) due to a referral by the
            Plan, (2) due to an emergency, (3) due to the Member being inpatient
            confined on the date they became a Member, or (4) through the
            out-of-network benefit of a P05 product; and

      D.    Not excluded under this Agreement.

3.12  ELIGIBLE EXPENSE MATRIX(CES): The attached forms listing:

      A.    Which services and supplies meet part B of the definition of
            Eligible Expense, and which do not; and

      B.    Which services and supplies apply to each Attachment Point, if this
            Agreement has more than one Attachment Point.

3.13  EMERGENCY OUT-OF-AREA CARE: Eligible Expenses provided to a Member, that
      due to an emergency, are provided outside the Plan's service area. An
      emergency exists when there is a sudden onset of illness or accidental
      injury occurring while the Member is outside the service area of the Plan:

      A.    Requiring such immediate treatment that the life or health of the
            Member might be jeopardized if taken to a hospital, physician or
            surgeon within the service area; or

      B.    When the Member is incapable of making the decision on treatment

      For Emergency Out-of-Area Care to be eligible for coverage, the Member
      must reside in the Plan's service area for at least seven (7) months of
      each year and return to the service area as soon as medically stable and
      authorized for transfer.

3.14  FACILITY(IES): Any hospital, specialized medical institution, skilled
      nursing facility or rehabilitation facility, that bills for its services
      and supplies on form CMS-1450 or any form that replaces this form.

3.15  FIXED FEE: The per diem or per case rate the Plan paid a Facility for
      health care services and supplies. Fixed Fee excludes:

      A.    The per diem or per case rate if the entire payment reverted to a
            discounted rate once an outlier or stop loss level was reached; or

      B.    Any amounts that exceeded an outlier or stop loss level that the
            Plan paid at a discounted rate; or

      C.    Any payment that included billed charges as part of its calculation.

3.16  HOME HEALTH CARE: The subset of medically necessary health care services
      and supplies that are mainly rehabilitative or restorative in nature and
      are for treatment of a Member in a home setting. Home Health Care does not
      include Custodial Care.

3.17  INCURRED: The date the services or supplies to which the expense relates
      are provided.


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<PAGE>

3.18  INDIVIDUAL LIFETIME MAXIMUM ALLOWABLE: The maximum Eligible Expense
      allowed by Allianz Life of NY prior to application of the Attachment
      Point, Percentage Payable and any Limits. This maximum is per Member
      combined for this Agreement and all Agreements issued to Plan by Allianz
      Life of NY previous to this Agreement, as indicated by the amount
      specified in the Schedule.

3.19  INJECTABLES: Drugs other than oral medications (as indicated in HCPCS book
      for codes J0001-J8999 and Q codes or any replacement codes or any NDC
      equivalent codes) for non-chemotherapy medications, excluding clotting
      factors (J7190-J7199) and Blood Products.

3.20  LIFETRAC NETWORK: Transplant programs negotiated by Allianz Life Insurance
      Company of North America and listed on www.lifetracnetwork.com.

3.21  LIFETRAC TRAVEL EXPENSE: Commercial transportation to and from the site of
      a Transplant and lodging and meals costs of the Member receiving the
      Transplant and his/her companions, when the Member resides more than 50
      miles from the Transplant site and when the Member receives a Transplant
      during the Contract Year in the LifeTrac Network.

3.22  MATERIAL CHANGE:

      A.    A change or combination of changes in a Membership Service
            Agreement, provider reimbursement levels, number of Members in a
            Line of Business increases or decreases, or the Plan's service area,
            that Allianz Life of NY determines would increase expected aggregate
            reinsurance claims 5% or more; or

      B.    The Plan acquires the assets of another company or foundation or
            merges with or comes under control of another person, company or
            foundation; or

      C.    Any change in senior operating management, any fundamental change in
            its management service contract, or any change in majority ownership
            of the Plan.

      Material Changes require notification (Article 7), and may be excluded
      (Article 5) or result in premium changes (Article 4) or termination
      (Article 8).

3.23  MEMBER: A person or dependent enrolled by the Plan and eligible to receive
      services under a Membership Service Agreement.

3.24  MEMBERSHIP SERVICE AGREEMENT(S): Those contractual agreements between the
      Plan and its Members for those specified Lines of Business listed in
      Article 2, that are made a part of this Agreement.

3.25  OUTPATIENT CARE: Services and supplies provided by a Facility to a Member
      who is not a registered inpatient in that Facility.

3.26  PHARMACEUTICALS: Blood Products, Chemotherapy, Injectables, and
      prescription medications dispensed by a retail pharmacy.

3.27  PROFESSIONAL CARE: Services and supplies, including medical, surgical,
      diagnostic, therapeutic, and preventative services provided to a Member by
      any health care professional, paraprofessional or facility that bills on a
      form CMS-1500 or on a form CMS-1450 (for revenue codes 960--989), or any
      form that replaces these forms. Professional Care does not include Home
      Health Care.

3.28  SUB-ACUTE CARE: The subset of medically necessary health care services and
      supplies that are mainly rehabilitative or restorative in nature and are
      for treatment of a Member when the Member is a registered inpatient in a
      Facility. Sub-Acute Care does not include Custodial Care or Professional
      Care.

3.29  TRANSPLANT: A surgical procedure in which a dysfunctional organ is
      replaced by a functional human organ from either a deceased or living
      donor or the infusion of bone marrow or peripheral blood stem cells to
      reconstitute the immune system following preparative regimens of
      chemotherapy administered to treat disease.


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<PAGE>

3.30  TRANSPLANT ACQUISITION EXPENSE: Search fees and expenses to remove (from
      either a deceased or living donor), preserve, and transport a donated
      organ, bone marrow, or peripheral stem cells.

3.31  TRANSPLANT CASE RATE: The rate that is negotiated for a Transplant for a
      defined number of days. When per diem outliers until discharge are
      negotiated, the Transplant Case Rate will include such per diem outliers.

3.32  TRANSPLANT CONFINEMENT: The period of time for which the Transplant Case
      Rate applies or, if there is no Transplant Case Rate, the period of time
      that begins one day prior to the Transplant and ends upon hospital
      discharge or on the date of the Transplant and ends 40 days later for
      outpatient bone marrow and peripheral stem cell transplants.


                                       9
<PAGE>

                                    ARTICLE 4

                              Reinsurance Premiums

4.1   Premium Rate, The reinsurance premium payable each month is the amount per
      Member listed in Article 2, times the number of Members enrolled in the
      Plan for that month for each of the specified Lines of Business listed in
      Article 2.

4.2   Due Date. Premium is due to Allianz Life of NY at its office in New York,
      New York on the first day of each month of the Contract Year.

4.3   Grace Period. There is a grace period of 30 days after the due date to pay
      the premium. If premium is not paid before the end of the grace period,
      this Agreement automatically terminates as of the end of the period for
      which premium has been received.

4.4   Reinstatement. Allianz Life of NY may, at its discretion, reinstate this
      Agreement upon receipt of premium after the grace period. The parties
      agree that past reinstatements create no right or presumption of future
      reinstatement.

4.5   Signed Statement. Each premium payment must be accompanied by a statement
      signed by an authorized representative of the Plan as to the number of
      Members in each of the specified Lines of Business listed in Article 2,
      and any adjustments from previous statements.

4.6   Premium Rate Change, Allianz Life of NY may change premium as of the date
      of any Material Change if Allianz Life of NY notifies the Plan of the
      change in premium within 30 days of Allianz Life of NY being notified of
      the Material Change.


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<PAGE>

                                    ARTICLE 5

                             Additional Limitations

5.1   Obligations. This is an Agreement solely between and solely benefiting the
      Plan and Allianz Life of NY. The parties intend no benefit by this
      Agreement to creditors, Members, or health care providers. The Plan is
      responsible for all health care and health care expenses for Members.
      Allianz Life of NY has no obligation to provide any service or payment,
      directly or indirectly, to anyone but the Plan.

5.2   Coordination of Benefits/Subrogation. If the Plan receives or will receive
      any payment or reduction in expense by reason of a coordination of
      benefits provision in the Membership Service Agreement or by any right of
      subrogation, that payment or reduction is a reduction in Eligible
      Expenses. If Allianz Life of NY has already paid a claim that included
      these Eligible Expenses, the Plan will reimburse Allianz Life of NY the
      amount of this reduction.

5.3   Multiple Policies. If Plan has another Agreement insuring the same risk
      assumed under this Agreement for these same Lines of Business, Allianz
      Life of NY will pay only the pro rata portion of the amount otherwise
      payable under this Agreement, subject to the Agreement maximums and
      limitations.

5.4   Additional Limitations. Allianz Life of NY is not liable to the Plan, and
      the Plan will hold harmless and indemnify Allianz Life of NY, for the
      following:

      A.    Amounts in excess of the maximums set forth in this Agreement or
            limitations shown in the Schedule.

      B.    Professional liability or liability for any act or omission,
            tortious or otherwise, in connection with any services for any
            person or group of persons by the Plan or any group, entity, or
            person employed by or contracted with the Plan.

      C.    Extracontractual damages or liability of the Plan in excess of Plans
            Membership Service Agreements.

      D.    Medical expenses due to declared or undeclared war.

      E.    Expenses that the Plan has not paid or Capitated Services unless
            listed under specified Lines of Business in Article 2.

      F.    Additional liability of Allianz Life of NY caused by a Material
            Change, unless Allianz Life of NY expressly accepts the Material
            Change.

      G.    Expenses for an illness or injury for which the Member is eligible
            for benefits from, or receives benefits from, a workers
            compensation, occupational disease, or similar government law.

      H.    Liabilities, expenses, or losses that are based upon any
            noncompliance or violation of any Federal or State statute, rule, or
            regulation by the Plan.

      I.    Treatment, services or supplies that are listed as `Not Covered' on
            the attached Eligible Expense Matrix(ces).

      J.    Any liability arising from any benefit denial or restriction made by
            the Plan, or arising from any product design or advertising of the
            Plan.


                                       11
<PAGE>

                                    ARTICLE 6

                       Notice of Claims and Reimbursement

6.1   Written Notice of Claim. The Plan will give Allianz Life of NY timely
      written notice of any claim or potential reinsurance claims (those
      exceeding or expected to exceed 75% of the applicable Attachment Point)
      within 30 days of the Plan's knowledge of such claims. The Plan will also
      submit a monthly update to Allianz Life of NY of changes to potential
      reinsurance claims.

6.2   Loss of Coverage. There is no reinsurance of an Eligible Expense when:

      A.    Allianz Life of NY does not receive a completed "Report of Large
            Claim" form or other form designated by or acceptable to Allianz
            Life of NY related to the Eligible Expense, prior to 12 months after
            the end of the Contract Year; and

      B.    Allianz Life of NY does not receive the following information
            related to the Eligible Expenses prior to 24 months after the end of
            the Contract Year:

            1)    a completed claim form; and

            2)    proof of eligibility; and

            3)    a claim detail report (for the required fields of information,
                  contact your claim representative).

            However, this limitation does not apply to Eligible Expenses if
            prior to 24 months after the end of the Contract Year the Plan has
            in writing pursued a right by coordination of benefits, subrogation
            or otherwise to recover or reduce such expenses, and has notified
            Allianz Life of NY of such action.

6.3   Claim Forms. Allianz Life of NY will furnish Plan with a supply of claim
      forms initially, and upon request of the Plan.


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<PAGE>

                                    ARTICLE 7

                           Reports, Records and Audits

7.1   Notice of Material Change. The Plan will give written notice to Allianz
      Life of NY of any Material Change no later than 30 days after the Material
      Change.

7.2   Notice of Supervision by the State. If the Plan is placed under
      supervision by the state, the Plan will give written notice to Allianz
      Life of NY within 15 days.

7.3   Enrollment. The Plan will keep a record of the monthly enrollment of
      Members covered by its Membership Service Agreements and the Eligible
      Expenses for each Member while covered under this Agreement. Such record
      will be kept during the time this Agreement is in effect and for a three
      (3) year period after its termination date or for the period during which
      claims are pending, whichever is longer.

7.4   Books and Records. The Plan's books, records, and Membership Service
      Agreements will be made available to Allianz Life of NY for inspection and
      audit at any time during normal business hours while this Agreement is in
      effect and for a three (3) year period after its termination date or for
      the period during which claims are pending, whichever is longer.

7.5   Notice of Investigation. The Plan will give written notice to Allianz Life
      of NY of any investigation or request for information of a material nature
      (not including routine reports and requests), by a regulatory agency
      regarding the conduct of the Plan. Such written notice must be provided by
      the Plan to Allianz Life of NY within 30 days following the date the Plan
      receives notice, written or otherwise, of such investigation or request.


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<PAGE>

                                    ARTICLE 8

                    Effective Date, Duration and Termination

8.1   Effective Date. This Agreement is effective on the date indicated on the
      face page.

8.2   Termination. This Agreement terminates on the earliest of the following:

      A.    Nonpayment of premium as set forth in the Reinsurance Premium
            provisions.

      B.    The date a petition is made for a declaration of receivership or
            rehabilitation of a party, or the date a party ceases operations.

      C.    The date of a Material Change if Allianz Life of NY notifies the
            Plan of termination for this reason within 30 days of Allianz Life
            of NY being notified of the Material Change.

      D.    The end of the Contract Year.

      E.    Upon the date of a material breach of this Agreement. The party
            terminating for this reason must give the other party notice of the
            actions or inactions that constitute the breach and 5 business days
            to cure the breach to the satisfaction of the notifying party.

8.3   Termination of Rights. Termination of this Agreement does not affect the
      rights and liabilities of the Plan or Allianz Life of NY arising during
      any period when this Agreement was in effect. However, this does not
      extend liability of Allianz Life of NY for expenses that are Incurred
      after the termination of this Agreement.

8.4   Insolvency. In the event of the insolvency of the Plan all Reinsurance
      will be payable directly to the liquidator, receiver, or statutory
      successor of the Plan, on the basis of the liability of Plan in this
      Agreement without diminution due to the insolvency of the Plan.


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<PAGE>

                                    ARTICLE 9

                               General Provisions

9.1   Entire Agreement. This document, any attached endorsements, the Eligible
      Expense Matrix(ces), any Disclosure Statement and any documents
      incorporated by reference constitute the entire Agreement between the Plan
      and Allianz Life of NY.

9.2   Misstated Data. If information material to the underwriting of the
      Agreement is misstated or omitted, Allianz Life of NY may retroactively
      adjust the premiums or coverage in accordance with the correct data.

9.3   Agreement Changes. This Agreement may be amended by mutual written consent
      of officers of the Plan and Allianz Life of NY.

9.4   Assignment. This Agreement and any amounts payable under this Agreement
      are not assignable.

9.5   Waiver. Waiver of any provision of this Agreement is not a waiver of that
      provision or other provisions at a later date.

9.6   Right of Offset. Amounts owed by the parties to each other, with respect
      to this Agreement may be offset and then only the balance will be owed.
      The right of offset will not be affected or diminished because of the
      insolvency of either party.

9.7   Clerical Error. If either party fails to comply with a provision of this
      Agreement because of an error, the underlying status of this Agreement
      will not be changed so long as the error is rectified as soon as possible
      after discovery. Then both parties will be restored to the position they
      would have occupied had such error not occurred. An error is an
      inadvertent clerical mistake. It does not include errors in judgment,
      errors that expand the definition of Membership Service Agreement or
      reduce the effect of the limits in this Agreement, negligent acts, and
      repetitive errors in administration, or other errors. Neither party may
      invoke a right to rectify its error after 12 months after the end of the
      Contract Year.

9.8   Personal Information. Confidentiality:

      A.    Personal Information means nonpublic personal information as
            described in Title V of the Gramm Leach Bliley Act and protected
            health information as described in privacy regulations of the
            Department of Health and Human Service (HHS) that may be identified
            with a Member and that Allianz Life of NY obtains.

      B.    Allianz Life of NY may use Personal Information to underwrite and
            perform terms of this Agreement and in other ways permitted by
            applicable privacy laws. Allianz Life of NY will:

            1)    use safeguards to prevent nonpermitted use or disclosure; and

            2)    restrict access to only those employees involved in the
                  permitted uses; and

            3)    report to the Plan any nonpermitted use or disclosure of which
                  it becomes aware; and

            4)    make Personal Information and related records available as
                  described in


                                       15
<PAGE>

                  privacy regulations of HHS.

            Allianz Life of NY may disclose Personal Information to a person
            assisting in permitted uses if that person agrees in writing to be
            bound to terms similar to Article 9.8.

      C.    Article 9.8 does not apply if:

            1)    the Personal Information is available to the public other than
                  as a result of any disclosure by Allianz Life of NY or its
                  representatives; or

            2)    the Personal Information was available to Allianz Life of NY
                  or its representatives on a nonconfidential basis before it
                  was obtained for uses permitted in Article 9.8; or

            3)    the Plan and the Member consent in writing to the disclosure;
                  or

            4)    the law requires disclosure.

      D.    Allianz Life of NY will destroy Personal Information, if feasible,
            after seven years after this Agreement terminates.

      E.    Allianz Life of NY agrees that money may be an inadequate remedy for
            a breach of Article 9.8 and agrees to not object to an injunction
            for this breach.

9.9   Binding Arbitration. If any dispute arises out of or relates to this
      Agreement or its breach, termination or validity, the parties agree that
      first, senior management will try in good faith to settle the dispute. If
      they do not reach a solution within 90 days, the dispute will be settled
      by arbitration administered by the American Arbitration Association (AM")
      according to its Commercial Arbitration Rules. The parties will each pay
      the costs of its counsel, witnesses, experts and proofs. The parties will
      share the cost of the arbitration administration. The arbitrator may award
      specific performance, rescission, or monetary damages in an amount that
      does not include punitive or other damages in excess of contractual
      damages.

9.10  LifeTrac Network. Plan understands that should a Member access the
      LifeTrac Network for a Transplant, Plan is responsible for the payment of
      any Eligible Expenses related to that Transplant. Plan further understands
      that he/she must comply with the terms and conditions under which the
      Member may access the LifeTrac Network, as provided to Plan at the time of
      the Member's referral to the LifeTrac Network.

As of January 1, 2006, all the promises, terms and conditions of this Agreement
will supersede those of Reinsurance Agreement Number 17055-036, dated January
1,2005.

This Agreement will automatically terminate at the end of the Contract Year
(Article 8).

IN WITNESS WHEREOF, the Plan and Allianz Life of NY have, by their respective
officers, executed and delivered this Agreement, in duplicate effective from the
date set out on the face page of this Agreement.

                                 MDNY HEALTHCARE

Dated:                             By:

Attest: __________ Title:


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                   ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK

Dated: __________ By:

Attest:           Title:


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<PAGE>

Endorsement of Reinsurance Agreement Number 17055-036 ("Agreement") between
Allianz Life Insurance Company of New York ("Allianz Life of NY") and MDNY
Healthcare ("Plan").

The following provision is hereby made a part of the Agreement between Allianz
Life of NY and Plan:

                        Out of Area Conversion Provision

      Allianz Life of NY or a carrier on its behalf will issue conversion
      coverage to Members, without evidence of insurability, other than Members
      who are Medicaid or Title XVIII Medicare enrollees, who apply for
      conversion coverage within 30 days of termination due to moving out of the
      service area. The conversion coverage will be that which is customarily
      issued by the insurer providing the coverage at its then current rates and
      of the type it has available for conversion.

Except as herein stated, all terms and conditions of the Agreement remain
unchanged. The Effective Date of this Endorsement is January 1, 2006.

Dated:                                    MDNY HEALTHCARE
_____________ By:
                                          Title:

Dated:             ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK

_____________ By:

                                          Title:


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