<PAGE>

                                                                   EXHIBIT 10.36

                            MEDICAL SERVICES CONTRACT

                        FLORIDA HEALTHY KIDS CORPORATION

                                       AND

                            AMERIGROUP FLORIDA, INC.

                                       FOR

            BROWARD, MIAMI-DADE, HILLSBOROUGH, ORANGE, PALM BEACH AND
                                    PINELLAS

                      OCTOBER 1, 2003 - SEPTEMBER 30, 2005

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

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                        FLORIDA HEALTHY KIDS CORPORATION
                          CONTRACT FOR MEDICAL SERVICES

                                TABLE OF CONTENTS

<TABLE>
<S>              <C>
SECTION   1      GENERAL PROVISIONS

          1-1    Definitions

SECTION   2      FLORIDA HEALTHY KIDS CORPORATION
          RESPONSIBILITIES

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

SECTION   3      AMERIGROUP

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

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<TABLE>
<S>              <C>
                 3-19-2  Privacy of Medical Records
                 3-19-3  Requests by Participants for Medical Records
          3-20   Quality Enhancement
                 3-20-1  Authority
                 3-20-2  Staff
                 3-20-3  Peer Review
                 3-20-4  Referrals
          3-21   Availability of Records
          3-22   Audits
                 3-22-1  Accessibility of Records
                 3-22-2  Financial Audit
                 3-22-3  Post-Contract Audit
                 3-22-4  Accessibility for Monitoring
          3-23   Indemnification
          3-24   Confidentiality of Information
          3-25   Insurance
          3-26   Lobbying Disclosure
          3-27   Reporting Requirements
          3-28   Participant Liability
          3-29   Protection of Proprietary Information
          3-30   Regulatory Filings

SECTION   4      TERMS AND CONDITIONS

          4-1    Effective Date
          4-2    Multi-year Agreement
          4-3    Entire Understanding
          4-4    Relation to Other Laws
                 4-4-1   Health Insurance Portability and Accountability Act
                 4-4-2   Mental Health Parity Act
                 4-4-3   Newborns and Mothers Health Protection Act of 1996
          4-5    Independent Contractor
          4-6    Assignment
          4-7    Notice
          4-8    Amendments
          4-9    Governing Law
          4-10   Contract Variation
          4-11   Attorney's Fees
          4-12   Representatives
          4-13   Termination
          4-14   Contingency
</TABLE>

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

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<TABLE>
<S>           <C>
SECTION   5         EXHIBITS
              Exhibit A: Premium Payment and Rates
              Exhibit B: Enrollment Dates
              Exhibit C: Benefits
              Exhibit D: Coordination of Benefits
              Exhibit E: Access Standards
              Exhibit F: Eligibility
              Exhibit G: Reporting Requirements
              Exhibit H: Certification Regarding Debarment, Suspension and
              Involuntary Cancellation
              Exhibit I: Certification Regarding Lobbying Certification For
              Contracts, Grants, Loans And Cooperative Agreements
              Exhibit J: Certification Regarding Health Insurance Portability and
              Accountability Access Act of 1996 Compliance
</TABLE>

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

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                              AGREEMENT TO PROVIDE
                       COMPREHENSIVE HEALTH CARE SERVICES

         This agreement is made by and between the Florida Healthy Kids
Corporation, hereinafter referred to as "FHKC" and AMERIGROUP Florida, Inc.,
hereinafter referred to as "AMERIGROUP".

         WHEREAS, FHKC has been specifically empowered in section 624.91
(4)(b)(12), Florida Statutes, to enter into contracts with Health Maintenance
Organization (HMO's), INSURERS, or any provider of health care services
hereinafter referred to as AMERIGROUP, meeting standards established by FHKC,
for the provision of comprehensive health insurance coverage to participants;
and

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

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

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

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

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

         WHEREAS, AMERIGROUP agrees that the Request for Proposals released by
FHKC in March 2003 and AMERIGROUP'S response to that RFP are incorporated by
reference and in any conflict between the RFP or AMERIGROUP'S response to the
RFP and this contract, the contract condition shall control; and

         WHEREAS, FHKC is desirous of using AMERIGROUP'S provider network to
deliver comprehensive health care services to all eligible FHKC participants in
Broward, Miami-Dade, Hillsborough, Orange, Palm Beach and Pinellas counties;

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

SECTION 1 GENERAL PROVISIONS

1-1      Definitions

         As used in this agreement, the term:

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

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

                  B.       "THE PROGRAM" shall mean the project established by
                           FHKC pursuant to Section 624.91, Florida Statutes and
                           specified herein.

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

                  D.       "AMERIGROUP PROVIDERS" shall mean those providers set
                           forth in AMERIGROUP'S Response to the Request for
                           Proposals and the participant's handbook as from time
                           to time amended.

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

                  F.       "FRAUD" shall mean:

                           1)       Any FHKC participant or person who
                                    knowingly:

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

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

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

                           2)       Any person or FHKC participant who:

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

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                                    a)       Uses, transfers, acquires,
                                             traffics, alters, forges, or
                                             possess, or

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

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

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

SECTION 2 FLORIDA HEALTHY KIDS CORPORATION RESPONSIBILITIES

2-1      Participant Identification

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

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

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

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

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

2-2      Payments

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

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this Agreement is in force commencing with the 1st day of October 2003. Premiums
are past due on the 15th day of each month.

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

2-3      Reduced Fee Arrangements

         2-3-1    Specialty Service Fee Arrangements

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

         2-3-2    Children's Medical Services Network

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

2-4      Program Updates

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

2-5      Change in Benefit Schedule

AMERIGROUP understands that changes in federal and state law may require
amendments to the participant benefit schedule as set forth in Exhibit C. Should
such changes be necessary, FHKC shall notify AMERIGROUP in writing of the
required change and AMERIGROUP shall have thirty days (30) to agree to the
amended benefit schedule. If AMERIGROUP elects not to implement a change in the
benefit schedule, FHKC may terminate this Agreement by providing AMERIGROUP with
a written notice of termination and include a termination date of not less than
ninety (90) days from date of the written notification.

If a change in the benefit schedule is required, AMERIGROUP must provide an
actuarial memorandum indicating the actuarial value of the benefit change.

2-6      Marketing

FHKC will market the program primarily through the county school districts. FHKC
agrees that AMERIGROUP shall be allowed to participate in any scheduled
marketing efforts to include, but not be limited to, any scheduled open house
type activities. However, AMERIGROUP is prohibited from any direct marketing to
applicants or the use of FHKC's logo, name or corporate

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

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identity unless such activity has received prior written authorization from
FHKC. Written authorization must be received for every individual activity.

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

2-7      Forms and Reports

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

2-8      Coordination of Benefits

FHKC agrees that AMERIGROUP shall be able to coordinate health benefits with
other insurers as provided for in Florida Statutes and the procedures contained
in Exhibit D attached hereto and incorporated herein as part of this Agreement.
AMERIGROUP also agrees to coordinate benefits with any insurer under contract
with FHKC to provide comprehensive dental benefits to FHKC participants.

If AMERIGROUP identifies a participant covered through another health benefits
program, AMERIGROUP shall notify FHKC. FHKC shall make the decision as to
whether the participant may continue coverage through FHKC in accordance with
the eligibility standards adopted by FHKC and in accordance with any applicable
state laws.

2-9      Entitlement to Reimbursement

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

SECTION 3 AMERIGROUP RESPONSIBILITIES

3-1      Benefits

AMERIGROUP agrees to make its provider network available to FHKC participants in
Broward, Miami-Dade, Hillsborough, Orange, Palm Beach and Pinellas counties and
to provide the comprehensive health care services as set forth in Exhibit C
attached hereto and by reference made a part hereof.

3-2      Access to Care

         3-2-1    Access and Appointment Standards

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

         In the event AMERIGROUP'S provider network is unable to provide those
         medically necessary benefits specified in Exhibit C, for any reason,
         except force majeure,

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         AMERIGROUP shall be responsible for those contract benefits obtained
         from providers other than AMERIGROUP for eligible FHKC participants. In
         the event AMERIGROUP fails to meet those access standards set forth in
         Exhibit E, FHKC shall notify AMERIGROUP of its noncompliance with the
         standards in Exhibit E. If the non-compliance is not corrected within
         ninety (90) days, FHKC may, after following procedures set forth in
         Exhibit E, direct its participants to obtain such contract benefit from
         other providers and may contract for such services. All financial
         responsibility related to services received under these specific
         circumstances shall be assumed by AMERIGROUP.

         3-2-2    Integrity of Professional Advice to Enrollees

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

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

3-3      Fraud and Abuse

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

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

3-4      Marketing Materials

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

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

3-5      Use of Name

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

3-6      Eligibility

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AMERIGROUP agrees to accept those participants that FHKC has determined meet the
program's eligibility requirements. AMERIGROUP reserves the right to request
that FHKC review the eligibility of a particular enrollee. FHKC shall ensure all
records and findings concerning a particular eligibility determination will be
made available with reasonable promptness to the extent permitted under section
624.91, Florida Statutes and 409.821, Florida Statutes, regarding
confidentiality of information held by FHKC. AMERIGROUP agrees that the FHKC is
the sole determiner of whether or not a child is eligible for the FHKC program.

3-7      Effective Date of Coverage

Coverage for every participant shall become effective at 12:01 a.m. EST/EDT, on
the first day of the participant's first coverage month, as determined by FHKC.

3-8      Termination of Participation

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

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

         B.       establishes residence outside the service area; or

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

Termination of coverage and the effective date of that termination shall be
determined solely by FHKC.

3-9      Continuation of Coverage Upon Termination of this Agreement

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

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

For the purpose of this section, a participant who is "totally disabled" shall
mean a participant who is physically unable to work, as determined by the
Medical Director of AMERIGROUP, due to an illness or injury at any gainful job
for which the participant is suited by education, training, experience or
ability. Pregnancy, childbirth or hospitalization in and of themselves do not
constitute "total disability". In the case of maternity coverage, when
participant is eligible for

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such coverage, when not covered by a succeeding carrier, a reasonable period of
extension of benefits shall be granted. The extension of benefits shall be only
for the period of pregnancy, and shall not be based on total disability.

3-10     Participant Certificates and Handbooks

AMERIGROUP will issue participant certificates, identification cards, provider
network listings and handbooks to all FHKC designated participants within five
business days of receipt of an eligibility tape. Except as specifically provided
in Sections 3-9 and 3-12 hereof, all participant rights and benefits shall
terminate upon termination of this Agreement or upon termination of
participation in the program. All participant handbooks and member materials
must be approved by FHKC prior to distribution.

3-11     Refusal of Coverage

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

3-12     Extended Coverage

With regards to those participants who have been terminated pursuant to Section
3-8 A, AMERIGROUP agrees to offer individual coverage to all participants
without regard to health condition or status.

3-13     Grievances and Complaints

AMERIGROUP agrees to provide all FHKC participants a Grievance Process. The
grievance and complaint procedures shall be governed by any applicable federal
and state laws and regulations issued for SCHIP, and the following additional
rules and guidelines also apply:

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

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

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

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

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

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

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

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

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

         J.       AMERIGROUP shall provide FHKC with their current grievance
                  process for FHKC participants upon request of FHKC. Any
                  subsequent changes to the process must be reviewed and
                  approved by FHKC prior to implementation.

3-14     Claims Payment

AMERIGROUP will pay any claims from its offices located at 4425 Corporation
Lane, Virginia Beach, VA 23462 (or any other designated claims office located in
its service area). AMERIGROUP will pay clean claims filed within thirty (30)
working days or request additional information of the claimant necessary to
process the claim.

3-15     Notification

         A.       AMERIGROUP shall immediately notify FHKC in writing of:

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

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

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

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

                  5.       Any administrative action taken by the Department of
                           Financial Services or Agency for Health Care
                           Administration in regard to AMERIGROUP.

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

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

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

         B.       Monthly Notification Requirements

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

3-16     Rates

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

3-17     Rate Modification

         I.       Annual Adjustment

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

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

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

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

                  D.       The proposed premium rate shall not include an
                           administrative component which exceeds 15 percent;
                           and,

                  E.       The minimum medical loss ratio on the proposed
                           premium rate shall be 85 percent.

         II.      Rate Adjustment Denials

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                  In the event that AMERIGROUP'S rate adjustment is denied by
                  the Board of Directors of the FHKC, AMERIGROUP may request
                  that an independent actuary be retained to determine whether
                  or not the proposed rate is excessive or inadequate.

                  A.       Any request for a review of a denied rate must be
                           submitted by AMERIGROUP to the FHKC in writing within
                           fourteen (14) calendar days of the date of the board
                           meeting in which the Board of Directors' denied the
                           rate request.

                  B.       AMERIGROUP must provide FHKC with a list of three
                           qualified independent actuaries and also provide the
                           curriculum vitae for each proposed actuary within
                           thirty (30) days from AMERIGROUP'S notification of
                           intention to seek a review of the denied rate.

                  C.       FHKC shall select an actuary from the list provided
                           by AMERIGROUP no later than fourteen (14) calendar
                           days following receipt of the information from
                           AMERIGROUP.

                  D.       The actuary's findings must be in writing and
                           communicated to both FHKC and AMERIGROUP within
                           thirty (30) days after execution of the Letter of the
                           Engagement by all parties.

                  E.       The effective date of the actuary's determination
                           shall be October 1st or the first of the month
                           following the receipt of the actuary's findings,
                           whichever occurs later.

                  F.       The cost for such review will be shared equally
                           between FHKC and AMERIGROUP.

                  G.       The decision of the independent actuary will be
                           binding on FHKC and AMERIGROUP.

3-18     Conditions of Services

         Services shall be provided by AMERIGROUP under the following
         conditions:

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

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

         C.       Hospitalization. AMERIGROUP does not guarantee the admission
                  of a participant to any specific hospital or other facility or
                  the availability of any accommodations or services therein.
                  Inpatient Hospital Service is

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 15 of 45
<PAGE>

                  subject to all rules and regulations of the hospital or other
                  medical facility to which the member is admitted.

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

3-19     Medical Records Requirements

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

         3-19-1   Medical Quality Review and Audit

                  FHKC shall conduct an independent medical quality review of
                  AMERIGROUP during the contract term. The independent auditor's
                  report will include a written review and evaluation of care
                  provided to FHKC participants in the counties covered by the
                  Contract. Additional reviews may also be conducted after
                  completion of the baseline review at the discretion of FHKC.
                  AMERIGROUP agrees to cooperate in all evaluation efforts
                  conducted or authorized by FHKC.

         3-19-2   Privacy of Medical Records

                  AMERIGROUP will ensure that all individual medical records
                  will be maintained with confidentiality in accordance with
                  state and federal guidelines. AMERIGROUP agrees to abide by
                  all applicable state and federal laws governing the
                  confidentiality of minors and the privacy of individually
                  identifiable health information. AMERIGROUP'S policies and
                  procedures for handling medical records and protected health
                  information (PHI) shall be compliant with the Health Insurance
                  Portability and Accountability Act of 1996 (HIPAA) and shall
                  include provisions for when an enrollee's PHI may be disclosed
                  without consent or authorization.

         3-19-3   Requests by Participants for Medical Records

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

3-20     Quality Enhancement (Assurance)

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 16 of 45
<PAGE>

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

                  (a)      Direct and review all quality enhancement activities.

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

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

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

                  (e)      Designate evaluation and study design procedures.

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

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

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

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

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

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

                  (c)      Implementing improvement activities and measuring
                           success.

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

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

                  Scope of Activities

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

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 17 of 45
<PAGE>

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

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

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

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

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

         3-20-4   Referrals To Peer Review Authority

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

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

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

3-21     Availability of Records

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

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

3-22     Audits

         3-22-    Accessibility of Records

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 18 of 45
<PAGE>

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

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

         3-22-2   Financial Audit

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

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

         3-22-3   Post-Contract Audit

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

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 19 of 45
<PAGE>

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

         3-22-4   Accessibility for Monitoring

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

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

3-23     Indemnification

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

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

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

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

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

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

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 20 of 45
<PAGE>

3-24     Confidentiality of Information

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

All information as to personal facts and circumstances concerning participants
obtained by AMERIGROUP shall be treated as privileged communications, shall be
held confidential, and shall not be divulged without the written consent of FHKC
or the participant, provided that nothing stated herein shall prohibit the
disclosure of information in summary, statistical, or other form which does not
identify particular individuals. The use or disclosure of information concerning
participants will be limited to purposes directly connected with the
administration of the Agreement. It is expressly understood that substantial
evidence of AMERIGROUP'S refusal to comply with this provision shall constitute
a breach of contract.

3-25     Insurance

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

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

3-26     Lobbying Disclosure

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

3-27     Reporting Requirements

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 21 of 45
<PAGE>

3-28     Participant Liability

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

3-29     Protection of Proprietary Information

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

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

3-30     Regulatory Filings

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

SECTION 4 TERMS AND CONDITIONS

4-1      Effective Date

This Agreement shall be effective on the first (1st) day of October 2003 and
shall remain in effect through September 30, 2005.

4-2      Multiple Year Agreement

Parties hereto agree this is a "Multiple Year Agreement" meaning this Agreement
which is effective as of October 1, 2003 shall extend through September 30,2005
and shall thereafter be automatically renewed for no more than (2) successive
one year periods. Either party may elect not to renew this Agreement and in that
event shall give written notice to said effect to the other party at least six
(6) months prior to the expiration of the then current term.

4-3      Entire Understanding

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 22 of 45
<PAGE>

4-4      Relation to Other Laws

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

                  Coverage offered under this Agreement is considered creditable
                  coverage for the purposes of part 7 of subtitle B of title II
                  of ERISA, title XXVII of the Public Health Services Act and
                  subtitle K of the Internal Revenue Code of 1986. AMERIGROUP is
                  responsible for issuing a certificate of creditable coverage
                  to those FHKC participants who disenroll from the Program.

                  Additionally, AMERIGROUP agrees to comply with all other
                  applicable provisions of the HIPAA, and will certify
                  compliance under Exhibit J.

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

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

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

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

4-5      Independent Contractor

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

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

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

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

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

                  e.       Section 654 of the Omnibus Budget Reconciliation Act
                           of

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 23 of 45
<PAGE>

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

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

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

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

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

4-6      Assignment

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

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

4-7      Notice

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

                  For AMERIGROUP:
                  MR. MITCH WRIGHT
                  MANAGER, REGULATORY COMPLIANCE
                  4425 CORPORATION LANE
                  VIRGINIA BEACH, VA 23462

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 24 of 45
<PAGE>

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

4-8      Amendment

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

4-9      Governing Law

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

4-10     Contract Variation

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

4-11     Attorneys Fees

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

4-12     Representatives

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

4-13     Termination

         A. Termination for Cause

         FHKC shall have the absolute right to terminate for cause, this
         Agreement, and all obligations contained hereunder. Cause shall be
         defined as any material breach of AMERIGROUP'S responsibilities as set
         forth herein, which can not be cured by AMERIGROUP within 30 days from
         the date of written notice from FHKC but, if the default condition
         cannot be cured within the 30 days, AMERIGROUP may, if it has commenced
         reasonable efforts to correct the condition within that 30 day period,
         have

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 25 of 45
<PAGE>

         up to 90 days to complete the required cure. Nothing in this Agreement
         shall extend this 90 day period except the mutual consent of the
         parties hereto.

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

         B. Change of Controlling Interest

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

         C. Lack of Funding

         FHKC shall have the absolute right to terminate this Agreement should
         state, federal or other funds for the Program be reduced or terminated
         such that the Program cannot be sustained at the sole discretion of the
         FHKC. Should FHKC elect to terminate this Agreement, FHKC shall provide
         AMERIGROUP a written notice of termination and include a termination
         date of not less than thirty (30) days from the date of the notice.

         4-14     Contingency

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

         IN WITNESS WHEREOF the parties hereto have executed this Agreement on
         the 15 day of July, 2003.

                                        AMERIGROUP FLORIDA, INC.
                                        BY:

/s/ [ILLEGIBLE]                         /s/ Imtiaz Sattaur
------------------------------          ----------------------------------------
Witness                                 Name:
                                        Title

                                        FLORIDA HEALTHY KIDS CORPORATION
                                        BY:

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 26 of 45
<PAGE>

EXHIBIT A

                            HEALTH SERVICES AGREEMENT

         I.       Premium Rate

                  The Comprehensive Health Care Services premium for
                  participants in the Florida Healthy Kids Health Insurance
                  Program for the coverage period October 1, 2003 through
                  September 30, 2004 shall be as follows for each county:

                  Broward County:                    $83.47 per member per month
                  Miami-Dade County:                 $83.47 per member per month
                  Hillsborough County:               $69.15 per member per month
                  Orange County:                     $70.64 per member per month
                  Palm Beach County:                 $83.47 per member per month
                  Pinellas County:                   $69.15 per member per month

         II.      Additional Requirements for Premium Rates

                      The rate listed in Paragraph I of this Exhibit also
                      incorporates the following requirements:

                          A. Minimum Medical Loss Ratio
                             The minimum medical loss ratio shall be 85 percent.

                          B. Maximum Administrative Component
                             The maximum administrative cost for the premium
                             listed in Paragraph I of this Exhibit shall not
                             exceed 15 percent.

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 27 of 45

<PAGE>

EXHIBIT B

                              ENROLLMENT PROCEDURES

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

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

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

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

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

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

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

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

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

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

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

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 28 of 45

<PAGE>

EXHIBIT C

                           ENROLLEE BENEFIT SCHEDULE

I.       Minimum Benefits; Statutory Requirements

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

             The following health care benefits are included under this
             Agreement:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
        BENEFIT                                             LIMITATIONS                                 CO-PAYMENTS
-------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                                              <C>

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

-------------------------------------------------------------------------------------------------------------------
</TABLE>

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 29 of 45

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
          BENEFIT                                     LIMITATIONS                             CO-PAYMENTS
-----------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                              <C>
B. Emergency Services                  Must use a AMERIGROUP designated                 $ 10 per visit waived if
Covered Services include visits        facility or provider for emergency care          admitted or authorized
to an emergency room or other          unless the time to reach such facilities         by primary care physician
licensed facility if needed            or providers would mean the risk of
immediately due to an injury           permanent damage to patient's health.
or illness and delay
means risk of permanent                AMERIGROUP must also comply with the
damage to the enrollee's               provisions of s. 641.513, Florida
health.                                Statutes.
-----------------------------------------------------------------------------------------------------------------
C. Maternity Services and              Infant is covered for up to three (3)            NONE
Newborn Care                           days following birth or until the infant
Covered services include               is transferred to another medical
maternity and newborn care;            facility, whichever occurs first.
prenatal and postnatal care;
initial inpatient care of              Coverage may be limited to the fee for
adolescent participants,               vaginal deliveries.
including nursery charges and
initial pediatric or neonatal
examination.
-----------------------------------------------------------------------------------------------------------------
D. Organ Transplantation               Coverage is available for transplants            NONE
Services                               and medically related services if deemed
Covered services include               necessary and appropriate within the
pretransplant, transplant and          guidelines set by the Organ Transplant
postdischarge services and             Advisory Council or the Bone Marrow
treatment of complications             Transplant Advisory Council.
after transplantation.
-----------------------------------------------------------------------------------------------------------------
E. Outpatient Services                 Services must be provided directly by            No co-payment for well
Preventive, diagnostic,                AMERIGROUP or through pre-approved               child care, preventive
therapeutic, palliative care,          referrals.                                       care or for routine vision
and other services provided to                                                          and hearing screenings.
an enrollee in the outpatient          Routine hearing and screening must be
portion of a health facility           provided by primary care physician.
licensed under chapter 395.
                                       Family planning limited to one annual
                                       visit and one supply visit each ninety           $5 per office visit
                                       days.
Covered services include
Well-child care, including             Chiropractic services shall be provided
those services recommended             in the same manner as in the Florida
in the Guidelines for                  Medicaid program.
Health Supervision of
Children and Youth as                  Podiatric services are limited to one visit
developed by Academy of                per day totaling two visits per month for
Pediatrics; immunizations              specific foot disorders. Dental services
and injections as                      must be provided to an oral surgeon for
recommended by the                     medically necessary reconstructive dental
Advisory Committee on                  surgery due to injury.
Immunization Practices;
health education                       Immunizations are to be provided by the
counseling and clinical                primary care physician.
services; family planning
services, vision                       Treatment for temporomandibular joint
screening; hearing                     (TMJ) disease is specifically excluded.
screening; clinical
radiological, laboratory               Shall Not Include Experimental or
and other outpatient                   Investigational Procedures as defined as a
diagnostic tests;                      drug, biological product, device, medical
ambulatory surgical                    treatment or procedure that meets any one of
procedures; splints and                the following criteria, as determined by
casts; consultation with               AMERIGROUP:
and treatment by referral              1. Reliable Evidence shows the drug,
physicians; radiation and              biological product, device, medical
chemotherapy;                          treatment, or procedure when applied to the
                                       circumstances of a particular patient is
                                       the subject of
-----------------------------------------------------------------------------------------------------------------
</TABLE>

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 30 of 45

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
        BENEFIT                                         LIMITATIONS                      CO-PAYMENTS
-----------------------------------------------------------------------------------------------------
<S>                                    <C>                                              <C>
chiropractic services;                 ongoing phase I, II or III clinical trials or
podiatric services.                    2. Reliable Evidence shows the drug,
                                       biological product, device, medical
                                       treatment or procedure when applied to
                                       the circumstances of a particular
                                       patient is under study with a written
                                       protocol to determine maximum
                                       tolerated dose, toxicity, safety,
                                       efficacy, or efficacy in comparison to
                                       conventional alternatives, or

                                       3. Reliable Evidence shows the drug,
                                       biological product, device, medical
                                       treatment, or procedure is being
                                       delivered or should be delivered
                                       subject to the approval and
                                       supervision of an Institutional Review
                                       Board (IRB) as required and defined by
                                       federal regulations, particularly
                                       those of the U.S. Food and Drug
                                       Administration or the Department of
                                       Health and Human Services
-----------------------------------------------------------------------------------------------------
E. Behavioral Health Services          All services must be provided directly
Covered services include               by AMERIGROUP or upon approved
inpatient and outpatient care          referral.
for psychological or
psychiatric evaluation,                Inpatient services are limited to not            INPATIENT:
diagnosis and treatment by a           more than thirty inpatient days per              NONE
licensed mental health                 contract year for psychiatric
professional.                          admissions, or residential services in
                                       lieu of inpatient psychiatric
                                       admissions; however, a minimum of ten
                                       of the thirty days shall be available
                                       only for inpatient psychiatric
                                       services when authorized by AMERIGROUP
                                       physician.

                                       Outpatient services are limited to a
                                       maximum of forty outpatient visits per
                                       contract year.                                   OUTPATIENT:$5
                                                                                        per visit
-----------------------------------------------------------------------------------------------------
F. Substance Abuse Services            All services must be provided directly by        INPATIENT:
Includes coverage for                  AMERIGROUP or upon approved referral.            NONE
inpatient and outpatient
care for drug and alcohol              Inpatient services are limited to not more
abuse including counseling             than seven inpatient days per contract
and placement assistance.              year for medical detoxification only and
Outpatient services include            thirty days residential services.
evaluation, diagnosis and
treatment by a licensed                Outpatient visits are limited to a maximum
practitioner.                          of forty visits per contract year.               OUTPATIENT:$5
                                                                                        per visit
-----------------------------------------------------------------------------------------------------
G. Therapy Services                    All treatments must be performed directly        $5 per visit
Covered services include physical,     or as authorized by AMERIGROUP.
occupational, respiratory and
speech therapies for                   Limited to up to twenty-four treatment
short-term rehabilitation              sessions within a sixty day period per
where significant improvement          episode or injury, with the sixty day
in the enrollee's condition            period beginning with the first
will result.                           treatment.
-----------------------------------------------------------------------------------------------------
H. Home Health Services                Coverage is limited to skilled nursing           $5 per visit
Includes prescribed home               services only. Meals, housekeeping and
visits by both registered and          personal comfort items are excluded.
licensed practical nurses to           Services must be provided directly by
provide skilled nursing                AMERIGROUP.
services on a part-time
intermittent basis.                    Private duty nursing is limited to
                                       circumstances where such care is
                                       medically appropriate.
-----------------------------------------------------------------------------------------------------
</TABLE>

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 31 of 45

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
         BENEFIT                                  LIMITATIONS                               CO-PAYMENTS
-----------------------------------------------------------------------------------------------------------
<S>                                    <C>                                              <C>
I. Hospice Services                    Once a family elects to receive hospice          $5 per visit
Covered services include reasonable    care for an enrollee, other services
and necessary services for palliation  that treat the terminal condition will
or management of not be covered. an    not be covered.
enrollee's terminal illness.
                                       Services required for conditions totally
                                       unrelated to the terminal condition are
                                       covered to the extent that the services
                                       are covered under this contract.
-----------------------------------------------------------------------------------------------------------
J.Nursing Facility Services            All admissions must be authorized by             NONE
                                       AMERIGROUP and provided by a AMERIGROUP
Covered services include               affiliated facility.
regular nursing services,              Participant must require and receive skilled
rehabilitation services,               services on a daily basis as ordered by
drugs and biologicals,                 AMERIGROUP physician.
medical supplies, and the
use of appliances and
equipment furnished by the             The length of the enrollee's stay shall be
facility.                              determined by the medical condition of the
                                       enrollee in relation to the necessary and
                                       appropriate level of care, but is no more
                                       than 100 days per contract year.

                                       Room and board is limited to
                                       semi-private accommodations unless a
                                       private room is considered medically
                                       necessary or semi-private accommodations
                                       are not available.
                                       Specialized treatment centers and independent
                                       kidney disease treatment centers are excluded.
                                       Private duty nurses, television, and custodial
                                       care are excluded.
                                       Admissions for rehabilitation and
                                       physical therapy are limited to fifteen
                                       days per contract year.
-----------------------------------------------------------------------------------------------------------
K. Durable Medical                     Equipment and devices must be provided           NONE
Equipment and Prosthetic               by authorized AMERIGROUP supplier.
Devices
Equipment and devices that             Covered prosthetic devices include
are medically indicated to             artificial eyes and limbs, braces, and
assist in the treatment of a           other artificial aids.
medical condition and
specifically prescribed as             Low vision and telescopic lenses are not
medically necessary by                 included.
enrollee's AMERIGROUP
physician.                             Hearing aids are covered only when
                                       medically indicated to assist in the
                                       treatment of a medical condition.
-----------------------------------------------------------------------------------------------------------
L. Refractions                         Enrollee must have failed vision                 $5 per visit
Examination by a                       screening by primary care physician.
AMERIGROUP optometrist
to determine the need                  Corrective lenses and frames are limited
for and to prescribe                   to one pair every two years unless head
corrective lenses as                   size or prescription changes.                    $ 10 for corrective
medically indicated.                                                                    lenses

                                       Coverage is limited to Medicaid frames
                                       with plastic or SYL non-tinted lenses.
-----------------------------------------------------------------------------------------------------------
M. Pharmacy                            Prescribed drugs covered under this              $5 per prescription
Prescribed drugs for the               Agreement shall include all prescribed           for up to a 31-day
treatment of illness or injury         drugs covered under the Florida Medicaid         supply
or injury.                             program. AMERIGROUP may implement a pharmacy
                                       benefit management program if FHKC so
                                       authorizes.

                                       Brand name products are covered if a
                                       generic substitution is not available or
                                       where the prescribing physician indicates
                                       that a brand name is medically necessary.

                                       All medications must be dispensed through
                                       AMERIGROUP or a AMERIGROUP designated
                                       pharmacy.
                                       All prescriptions must be written by the
                                       participant's
-----------------------------------------------------------------------------------------------------------
</TABLE>

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 32 of 45

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
         BENEFIT                                 LIMITATIONS                                       CO-PAYMENTS
----------------------------------------------------------------------------------------------------------------
<S>                                <C>                                                           <C>
                                   primary care physician, AMERIGROUP approved
                                   specialist or consultant physician.
----------------------------------------------------------------------------------------------------------------
N. Transportation Services         Must be in response to an emergency situation.                $10 per service
Emergency transportation as
determined to be medically
necessary in response to
an emergency situation.
----------------------------------------------------------------------------------------------------------------
</TABLE>

II.               Cost Sharing Provisions

AMERIGROUP agrees to comply with all cost sharing restrictions imposed on FHKC
participants by federal or state laws and regulations, including the following
specific provisions:

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

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

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

III.              Other Benefit Provision

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 33 of 45

<PAGE>

EXHIBIT D

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

A.                WORKER'S COMPENSATION

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

B.                THIRD PARTY CLAIMS

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

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

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

D.                COORDINATION OF BENEFITS AMONG HEALTH AMERIGROUPS

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 34 of 45

<PAGE>

                                                                       EXHIBIT D
                                                                     (CONTINUED)

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

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

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

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

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

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

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 35 of 45

<PAGE>

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

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

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

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

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 36 of 45

<PAGE>

EXHIBIT E

                       ACCESS AND CREDENTIALING STANDARDS

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

                  1.                Physician and Facility Standards

                           A.       Physician and Medical Provider Standards

                           AMERIGROUP'S network shall include only board
                           certified pediatricians and family practice
                           physicians or physician extenders working under the
                           direct supervision of a board certified practitioner
                           to serve as primary care physicians in its provider
                           network for Broward, Miami-Dade, Hillsborough,
                           Orange, Palm Beach and Pinellas Counties.

                           Primary care physicians must provide covered
                           immunizations to enrollees.

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

                           B.       Facility Standards

                           Facilities used for participants shall meet
                           applicable accreditation and licensure requirements
                           and meet facility regulations specified by the Agency
                           for Health Care Administration.

2.                Geographical Access:

                           A.       Primary Care Providers

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

                           B.       Specialty Physician Services

                           Specialty physician services, ancillary services and
                           specialty hospital services are to be available
                           within sixty (60) minutes driving time from the
                           participant's residence to provider. Driving time
                           standards may be waived with sufficient

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 37 of 45

<PAGE>

                  justification if specialty care services are not obtainable
                  due to a limitation of providers, such as in rural areas.

3.                Timely Treatment:

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

                  A.       Emergency care shall be provided immediately;

                  B.       Urgently needed care shall be provided within
                           twenty-four (24) hours;

                  C.       Routine care of patients who do not require emergency
                           or urgently needed care shall be provided within
                           seven (7) calendar days;

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

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

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

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

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

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

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

                  A.       immediately upon receipt of notice for emergency or
                           urgent problem; or

                  B.       within ten (10) days of receipt of notice for routine
                           visit access.

Such breach shall entitle FHKC to such legal and equitable relief as may be
appropriate. In particular, FHKC may direct its participants to obtain such
services outside AMERIGROUP provider network as specified in Section 3-2-1 of
this Agreement. AMERIGROUP shall be financially responsible for all services
under this provision.

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 38 of 45

<PAGE>

                                    EXHIBIT F

                             ELIGIBILITY STANDARDS

                        PARTICIPANT ELIGIBILITY CRITERIA

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

1.                The participants must be children who are age 5 through 18.
                  Participants who applied for coverage prior to July 1, 1998
                  are eligible for coverage through their 19th birthday.

                  For Broward, Miami-Dade, Palm Beach and Pinellas some children
                  may have age eligibility from age 3 to 5 based on date of
                  application to the program.

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

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 39 of 45

<PAGE>

EXHIBIT G

                             REPORTING REQUIREMENTS

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

I.                Data Tape

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

                       REQUIRED DATA FIELDS TO BE CAPTURED

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

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

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

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

                  -                 Date(s) of service

                  -                 Procedure code(s)

                  -                 Unit(s) of service

                  -                 Total charge(s)

                  -                 Total payment(s)

                  Additional required hospital fields include the following:

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

                  -                 For inpatient care: covered days and date of
                                    discharge

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 40 of 45

<PAGE>

                                                                       EXHIBIT G
                                                                     (CONTINUED)

                  Specific pharmacy fields include:

                  -                 Pharmacy name and tax I.D. number

                  -                 Other payor information

                  -                 Rx number and date filled

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

                  -                 Prescriber's Florida Department of
                                    Professional Regulations number

                       REQUIRED TAPE FORMAT SPECIFICATIONS

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

                  -                 1600 BPI

                  -                 EBCDIC

                  -                 9 Track

                  -                 no labels

                  -                 each file not to exceed 100 megs in size

                  -                 fixed record length

                        TIME TABLE FOR DELIVERY OF TAPE

--------------------------------------------------------------------------------
For encounters and claims processed during:        Claims tape due to FHKC by:
--------------------------------------------------------------------------------
January 1 - March 31                               April 15
--------------------------------------------------------------------------------
April 1 - June 30                                  July 15
--------------------------------------------------------------------------------
July 1 - September 30                              October 15
--------------------------------------------------------------------------------
October 1 - December 31                            January 15
--------------------------------------------------------------------------------

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 41 of 45

<PAGE>

EXHIBIT H

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

THIS CERTIFICATION IS REQUIRED BY THE REGULATIONS IMPLEMENTING EXECUTIVE ORDER
12549, DEBARMENT AND SUSPENSION, SIGNED FEBRUARY 18,1986. THE GUIDELINES WERE
PUBLISHED IN THE MAY 29, 1987, FEDERAL REGISTER (52 FED. REG., PAGES
20360-20369).

                                  INSTRUCTIONS

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

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

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

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

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

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

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

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

                                  CERTIFICATION

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

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

Signature /s/ Imtiaz Sattaur                               Date 7-15-03
          -------------------------
Name and Title of Authorized Signee
IMTIAZ SATTAUR
PRESIDENT: CEO

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 42 of 45

<PAGE>

EXHIBIT I

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

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

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

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

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

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

/s/ IMTIAZ SATTAUR                                 7-15-03
------------------                                 -------
Signature                                          Date

IMTIAZ SATTAUR
-----------------------------
Name of Authorized Individual

--------------------------------------
Name and Address of Organization
AMERIGROUP FLORIDA, INC.
4200 W. CYPRESS ST.
TAMPA, FL. 33607

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 43 of 45

<PAGE>

EXHIBIT J

                                  CERTIFICATION

      REGARDING HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996

                                   COMPLIANCE

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

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

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

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

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

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

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 44 of 45

<PAGE>

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

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

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

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

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

CERTIFICATION

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

         AMERIGROUP Name:

         /s/ IMTIAZ SATTAUR                         7-15-03
         ------------------                        ---------
         Signature                                 Date

         IMTIAZ SATTAUR
         -----------------------------------
         Name and Title of Authorized Signee
             President & CEO

AMERIGROUP                  Effective Date: October 1, 2003 - September 30, 2005

                                  Page 45 of 45