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Exhibit 10.46
 EXECUTION COPY
 AGREEMENT
 BY AND BETWEEN
 UNICARE LIFE & HEALTH INSURANCE COMPANY
 AND
 APAC CUSTOMER SERVICES, INC.
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EXECUTION COPY
 1. INTRODUCTION
    
    
    12. CONTRACTING ENTITY
    
    
    13. DEFINITIONS
    
    
    14. TERM AND RENEWAL
    
    
    45. SERVICES
    
    
    46. RESOURCES
    
    
    137. COMPLIANCE WITH LAW
    
    
    158. COMPANY STANDARDS
    
    
    169. COMPANY PROCESSES
    
    
    1610. DOCUMENTATION
    
    
    1611. PERFORMANCE STANDARDS
    
    
    1712. COMPANY RESPONSIBILITIES
    
    
    1913. TRANSITIONING EMPLOYEES
    
    
    1914. VENDOR CHARGES
    
    
    1915. INVOICING
    
    
    2116. PAYMENT
    
    
    2217. TAXES
    
    
    2218. CONTRACT AND RELATIONSHIP MANAGEMENT
    
    
    2219. PROPRIETARY RIGHTS
    
    
    2520. COMPANY DATA
    
    
    2721. CONFIDENTIALITY
    
    
    2822. AUDITS
    
    
    3023. FORCE MAJEURE
    
    
    3224. INDEMNIFICATION
    
    
    3225. SPECIAL RULE FOR INFRINGEMENT
    
    
    34
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EXECUTION COPY
 26. REPRESENTATIONS AND WARRANTIES
    
    
    3427. TERMINATION BY COMPANY
    
    
    3628. TERMINATION BY VENDOR
    
    
    3829. TERMINATION/EXPIRATION ASSISTANCE
    
    
    3830. DISPUTE RESOLUTION
    
    
    3931. LIMITATION OF LIABILITY
    
    
    4032. INSURANCE
    
    
    4133. MISCELLANEOUS
    
    
    42
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EXECUTION COPY
 AGREEMENT
 Agreement  Effective Date Company Vendor
 1. INTRODUCTION
 Objectives.
 Section 5.4 Section 4.1
  Interpretation. Section
1.1
 Conflicts.
 2. CONTRACTING ENTITY
  3. DEFINITIONS
  Abandonment
 Amount at Risk Section 11.4.2
 Approved Centers
 Changes to Law Section 7.2.1
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EXECUTION COPY
 Company Business Owner Section 18.2
 Company Data Section 20.1
 Company Processes Section 19.6
 Company Project Manager Section 18.3
 Company Responsibilities Schedule 5.4.2
 Company Responsibility Schedule Section 5.4.2
 Company Software Section 19.2
 Confidential Information Section 21.2
 COTS
 Critical Milestones
 Derivatives Section 10.1.3
 Developed Processes Section 19.7
 Developed Software Section 19.3
 shall mean an affiliate of Company
 Disinterested Executive Section 30.1.1
 Electronic Copy Section 10.1.1
 Equivalent Materials Section 25.1
 Force Majeure Event Section 23.3
 Gramm-Leach Bliley
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EXECUTION COPY
 Harmful Code
 HIPAA
 Key Vendor Employees
 Management Committee Section 18.6
 Measurement Period Section 11.1
 Migration Plan Section 6.3.3.2
 New Services
 Pass Through Expense
 Performance Standards Section 11.1
 Personnel Rates Schedule 5.8.2
 Pilot Period Section 5.1.1
 Pilot Services Section 5.1.1
 Project Delay Section 5.2.4
 Project Schedule Section 5.2.3
 Project Task Section 5.2.3
 Rules of Conduct Section 18.5
 Service Credits Section 11.4.1
 Service Level Default
 Service Level Schedule Section 11.1
 Service Levels Section 11.1
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EXECUTION COPY
 Services Section 5.4.
 Specifications Manual Section 10.1.1.
 Statement of Work(s) Exhibit A,
 SOW Effective Date
 Task Completion Date
 Term Section 4.1.
 Vendor Account Manager Section 18.1.
 Vendor Personnel Section 6.2.1.
 Vendor Processes Section 19.5.1.
 Vendor Project Manager Section 18.3.
 Vendor Software Section 19.1.
 4. TERM AND RENEWAL
 Term Term
 Renewal Section 14) Section
4.2
 5. SERVICES
 Pilot
 Pilot Services Pilot Period Section 5.2;
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EXECUTION COPY
 Transition Services
 Section 5.4
  Section 5.2.5 Section 5.1.1 Project Task Project Schedule
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EXECUTION COPY
 Section 5.2.3
 Project Delay Section 5.2.3 Section 5.2.4
 Section 10.1 Schedule 5.2.5
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EXECUTION
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 Delays in Transition
 Sections 23 28.2.2,
 Services Generally Services
 Section 11.1
 Section 11.1 Schedule 5.4.2 Company Responsibility
Schedule Section 12
 Service Recipients provided that
 Disaster Avoidance Section 20 Section 5.9
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EXECUTION
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 Disaster Recovery Schedule 5.7
 New Services
 provided however
 Section 5.8.1,
   Evolution of Services
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      Change in Services
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 Category 1 and Category 2 Changes
 General
 (i)
    
    The implementation of  Category 1 Changes shall be performed by Vendor
(x) at the lower of (i) actual costs and expenses incurred by Vendor
(without markup) which are directly attributable to Company to implement
such Category 1 Change or (ii) the fees set forth on Schedule 14.1; and (y)
within the period of time required for Company to comply with the applicable
law, rule, regulation, settlement or decision (including reasonable time for
Company to perform testing on such Category 1 Change). Furthermore, any
reasonable ongoing labor or infrastructure costs directly attributable to
the maintenance of such Category 1 Change after implementation shall be
performed by Vendor at reasonable fees and expenses (in accordance with
Schedule 14.1 including the Personnel  Rates).(ii)
    
    Category 2 Changes shall be performed by Vendor shall be performed by
Vendor (x) at the lower of (i) actual costs and expenses incurred by
Vendor (without markup) which are directly attributable to Company to
implement such Category 2 Change or (ii) the fees set forth on Schedule 
14.1, and (y) within the period of time reasonably required by Company. Vendor
shall use best efforts to perform a Category 2 Change within the period of
time agreed by the Parties. Furthermore, any reasonable ongoing labor or
infrastructure costs directly attributable to the maintenance of such
Category 2 Change after implementation shall also be performed by Vendor at
reasonable fees and expenses (in accordance with Schedule 14.1 including
the Personnel Rates).
 Category 1 Changes
 (i)
    
    Requests for Category 1 Changes shall be delivered in writing by the
Company to the Vendor Account Manager. If Vendor desires to initiate a
Category 1 Change, it shall so suggest to the Company Project Manager and
Company shall, in its sole discretion, determine whether or not to issue an
Category 1 Change to Vendor. Vendor shall, in consultation with Company,
within ten (10) business days of its receipt of the request for Category 1
Changes, provide Company with a firm bid of allowable additional costs (if
any), an implementation plan, and any impacts upon the Services otherwise
being performed by Vendor (each, an Category 1 Change Plan).
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EXECUTION COPY
 (ii)
    
    Within thirty (30) days of Companys
receipt of a Category 1 Change Plan, Company may, in its sole
discretion, accept or reject any Category 1 Change Plan. If Company
accepts a Category 1 Change Plan, Vendor shall begin execution of
such Category 1 Change Plan immediately and Company shall pay the
additional fees, if any, set forth in the approved Category 1 Change
Plan.
 Category 2 Changes
 (i)
    
    Requests for Category 2 Changes shall be
delivered in writing by the Company to the Vendor Account Manager.
If Vendor desires to initiate a Category 2 Change, it shall so
suggest to the Company Project Manager and Company shall, in its sole
discretion, determine whether or not to issue an Category 2 Change to
Vendor. Requests for Category 2 Changes shall be delivered in writing
by the Company to the Vendor Account Manager. Vendor shall, in
consultation with Company, within ten (10) business days of its
receipt of the request for Category 2 Change, provide Company with a
firm bid of additional costs (if any), an implementation plan, and
any impacts upon the Services otherwise being performed by Vendor
(each, an Category 2 Change Plan).
 (ii)
    
    Within thirty (30) days of Companys
receipt of an Category 2 Change Plan, Company may, in its sole
discretion, accept or reject any Category 2 Change Plan. If Company
accepts a Category 2 Change Plan, Vendor shall begin execution of
such Category 2 Change Plan as soon as practicable and Company shall
be obligated to pay the additional fees, if any, set forth in the
approved Category 2 Change Plan.
  No Changes by Vendor
 Reduction in Scope
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  Cooperation
 Forecasts
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  multiplied by minus
 6. RESOURCES
 Generally
 Schedule 6.1
  Personnel
 Vendor Personnel
 Section 18.5
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EXECUTION COPY
  Vendor Owned or Leased Facilities
     Migration Plan
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EXECUTION COPY
   7. COMPLIANCE WITH LAW
 Compliance
  Exhibit BA ( Exhibit
MC
 Monitoring and Changes to Law
 Changes to Law
 Section 5.10 Schedule 6.1
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EXECUTION COPY
 Licenses, Authorizations and Permits
 Fines and Penalties. Section 7
 8. COMPANY STANDARDS
 Schedule 6.1.
 Schedule 8.2.
 9. COMPANY PROCESSES
  10. DOCUMENTATION
 Specifications Manual.
 Specifications
Manual Electronic Copy
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EXECUTION COPY
 Sections 5.8, 5.9, 5.10
 Derivatives
 11. PERFORMANCE STANDARDS
 Performance Standards and Service Levels. Section 26 Performance Standards Service Levels Schedule 11.1 Service
Level Schedule Measurement Period
 Measurement and Monitoring
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EXECUTION COPY
 Adverse Performance Trends.
 Service Credits
 Service Credits Schedule 11.1.
 Amount at Risk
     Analysis and Recovery Section 11.3
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EXECUTION COPY
 Review of Service Levels.
 Factors Beyond Vendors Reasonable Control provided that
 12. COMPANY RESPONSIBILITIES
 Company Responsibilities
 No Other Obligations.
 13. TRANSITIONING EMPLOYEES
  14. VENDOR CHARGES
 All Fees Stated Schedule 14.1. Section 5.8
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EXECUTION COPY
 Customer
Pricing.
 Certification of Compliance Section 14.2
 Reductions in Cost/Improvements in Productivity Section 14.1 Section 14.4
 Productivity Improvement
    Monthly and Partial Fees
 Charges in US Dollars
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EXECUTION COPY
 Pricing Adjustments
 Baselines.
 Adjustment
     Effective date of Adjustment
 15. INVOICING
 Form and Calculation of Invoice. Section 11.4 5.8.2, 5.11.1,
14.4, 14.5, 25.2 Schedule 14.1.
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EXECUTION COPY
 16. PAYMENT
 Payment of Invoices. Section 15.1
 Disputed Amounts. Section 30.
 No Effect of Payment on Vendors Other Obligations.
 Right to Offset. Section 11.4
 17. TAXES
 General.
 Vendor Obligations. Section 17.3
 Company Obligations.
 Exceptions to Company Obligations. Sections 17.1 17.3
 18. CONTRACT AND RELATIONSHIP MANAGEMENT
 Vendor
Account Manager. Vendor Account Manager Section 18.4.3
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EXECUTION COPY
 Company
Business Owner. Company Business Owner
 Project Managers Company Project Manager Vendor
Project Manager Section 18.4.3.
 Key Vendor Employees.
    Rules of Conduct. Rules of Conduct Section 6.2.2,
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EXECUTION COPY
 Management Committee Management Committee Section 18.9
 Subcontractors.
  provided however,
 Section 18.7
  Section 21.2) Section 21, Section 18.7.4,
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EXECUTION COPY
 Section 18.8
 Removal of Personnel.
 Meetings and Reports.
      19. PROPRIETARY RIGHTS
 Vendor Software.
 Vendor
Software
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EXECUTION COPY
  Company Software Company Software
 Developed Software Developed Software
 Third Party Licensed Software
 Vendor Processes
 Vendor Processes
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EXECUTION COPY
  Company Processes Company Processes
 Developed Processes Developed Processes
 Other Deliverables.
 Residual Knowledge. provided that Section
21
 20. COMPANY DATA
 Ownership and Use. Company Data Sections 7 and 21
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EXECUTION COPY
 Safeguarding by Vendor
 Sections 7 and 21
 Sections 7 and 21
 Sections 7 and 21
  21. CONFIDENTIALITY
 Treatment of Confidential Information Section 21
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     Confidential Information Confidential Information
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EXECUTION COPY
 provided however
 Required Disclosures provided that
 Obligations Upon Disclosure
 Return of Confidential Information
 22. AUDITS
 Records
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EXECUTION COPY
 Access
 Section 22
  Purpose of Audits. Section 14.3 Sections 5.6 5.7
 Vendor Assistance Section 22
 Notice and Time.
 Remedial Actions.
 Vendor Audits.
 Security Audits
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EXECUTION COPY
 23. FORCE MAJEURE
 General Section 23.3 Section 23
 Cost of Cover
 Force Majeure Event Force Majeure Event
 Allocation of Resources
 24. INDEMNIFICATION
 Vendor Indemnification.
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EXECUTION COPY
   Section 26
    Sections
20 21
 Section
19
 Company Indemnification
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EXECUTION COPY
 Section 21
 Section 19
  Sections 26.1 and 26.3
 Procedures for Indemnification provided however
 25. SPECIAL RULE FOR INFRINGEMENT
 Special Rule for Infringement Equivalent Materials
 Removal of Infringing Item
 26. REPRESENTATIONS AND WARRANTIES
 Mutual Representations
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 Vendor Representations
        Company Representation
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 Harmful Code
   Additional Software Representations
 27. TERMINATION BY COMPANY
 For Cause
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EXECUTION COPY
 Termination for Change in Offshore Circumstance
 Termination for Change in Regulatory Circumstance
 Termination for Convenience
 Termination for Change of Control
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EXECUTION COPY
 Termination for Financial Instability.
 Option to Termination. provided however
 28. TERMINATION BY VENDOR
 For Cause
 Section 16.2
  No Other Termination Rights
 Section 28
 provided however
 29. TERMINATION/EXPIRATION ASSISTANCE
 Termination/Expiration Assistance
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EXECUTION COPY
 Duration of Transition Assistance
 Equipment and Contract
 Assignment of Third Party Contracts
 Non-Solicitation
 Return of Company Data and Software
 30. DISPUTE RESOLUTION
 Informal Dispute Resolution.
 Section 30.2, Disinterested
Executive
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EXECUTION COPY
  Section 30.1
 Formal Dispute Resolution
 Section
30.1
  Continued Performance provided that
 Governing Law
 Jurisdiction and Venue
 31. LIMITATION OF LIABILITY
 General
  Section 31.2,
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EXECUTION COPY
 Section 31.2
 Exceptions to Sections 31.1.2 and 31.1.3.
 Sections 31.1.2 31.1.3 Section 21 Section 19 Section 7 Sections 24 25
 Acknowledgment Section 31
 32. INSURANCE
 General
 Proof of Insurance
 Subcontractors to be Insured
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EXECUTION COPY
 Notice of Cancellation. Section
32
 33. MISCELLANEOUS
 Interpretation.
 Assignment. provided however Section 33.2
 Notices Section 33.3
  
 With a copy to:
 
  
 With a copy to:
 
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EXECUTION COPY
 No Unlawful Inducements
 Counterparts
 Independent Contractors
 Severability
 No Waiver
 No Publicity
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EXECUTION COPY
 Entire Agreement
 Amendments
 Cumulative Remedies
 Survival Section 20 Section 21 Section 24 Section 25 Section 26 Section 31
 No Third Party Beneficiaries
 Further Acts
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EXECUTION COPY
  Unicare Life & Health Insurance Company,

a Delaware corporationBy:
    
    /s/ Sandra Van TrevseName: Sandra Van TrevseTitle: President & CEOAPAC Customer Services, Inc., an Illinois corporationBy:
    
    /s/ George L. PuigName: George L. PuigTitle: Executive Vice PresidentBy:
    
    /s/ Marc TanenbergName: Marc TanenbergTitle: CFO
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