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Exhibit 10.1
 SUBSTITUTE AGREEMENT BETWEEN THE
ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM
ADMINISTRATION AND
Health Choice Arizona FOR
THE IMPLEMENTATION OF EXECUTIVE ORDER 2006-01
       1.
    
    SCOPE OF WORK
 a.
    
    Contractor agrees to coordinate with pharmacies to provide medically
necessary prescription medications for its dually eligible members under the terms
and conditions described in Executive Order 2006-01.b.
    
    Contractor agrees to reimburse pharmacies for the cost of medically
necessary medications which are provided to its dually eligible members under the
terms and conditions described in Executive Order 2006-01.c.
    
    Contractor shall provide data to AHCCCS, at such reasonable times and in such
format as requested by AHCCCS, to facilitate reimbursement for medication costs
incurred during the implementation of Executive Order 2006-01.




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d.
    
    The scope of coverage of the medications covered by this agreement shall be the
same as the scope of coverage the Contractor provided to its dually eligible members
under its AHCCCS MCO Contract prior to January 1, 2006.
 2.
    
    REIMBURSEMENT- On or before March 31, 2007, AHCCCS shall reimburse the Contractor for the
Contractors expenditures under this Agreement using federal funds made available to AHCCCS
through the Secretarys Section 402 Demonstration authority and, to the extent necessary,
funds transferred to AHCCCS pursuant to A.R.S. § 36-797 under Executive Order 2006-01;
 a.
    
    provided however, in the event that total expenditures reported by
all entities that have entered into agreements identical to this Agreement
exceeds the total of all sums transferred to AHCCCS pursuant to the Section 402
Demonstration authority and Executive Order 2006-01, AHCCCS shall make reasonable
efforts to obtain an Executive Order to transfer additional funds sufficient to
reimburse all participating entities;b.
    
    provided further however, that in the event the total expenditures
reported by all participating entities is insufficient to fully reimburse all
participating entities, all participating entities, including the Contractor,
agree to reimbursement from funds transferred to AHCCCS pursuant to A.R.S. §
36-797 on a pro rata basis for those services not reimbursed under the Section
402 Demonstration authority.
 3.
    
    SUBSTITUTE AGREEMENT- Contractor acknowledges that this agreement is a substituted contract
for the Agreement between AHCCCS and the Contractor for the implementation of Executive Order
2006-01 and Contractor accepts this substitute agreement in satisfaction of the AHCCCS duty
under that prior agreement. Contractor acknowledges further that the additional reimbursement
available through the Section 402 Demonstration serves as adequate consideration for this
substitute agreement.4.
    
    TERMINATION FOR CONFLICT OF INTEREST-AHCCCSA may cancel this contract without penalty or
further obligation if any person significantly involved in initiating, negotiating, securing,
drafting or creating the contract on behalf of AHCCCSA is, or becomes at any time while the
contract or any extension of the contract is in effect, an employee of, or a consultant to,
any other party to this contract with respect to the subject matter of the contract. The
cancellation shall be effective when the Contractor receives written notice of the
cancellation unless the notice specifies a later time.




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5.
    
    TERMINATION FOR CONVENIENCE- AHCCCSA reserves the right to terminate the contract in
whole or in part at any time for the convenience of the State without penalty or recourse.
The Contracting Officer shall give written notice by certified mail, return receipt
requested, to the Contractor of the termination at least 10 days before the effective date
of the termination. The Contractor shall be entitled to receive just and equitable
compensation for work in progress, work completed and materials accepted before the
effective date of the termination.6.
    
    TERMINATION FOR DEFAULT- AHCCCSA reserves the right to terminate this contract in whole or
in part due to the failure of the Contractor to comply with any term or condition of the
contract or failure to take corrective action as required by AHCCCSA to comply with the terms
of the contract. The Contracting Officer shall mail written notice of the termination and the
reason(s) for it to the Contractor by certified mail, return receipt requested. Upon
termination under this paragraph, all documents, data, and reports prepared by the Contractor
under the contract shall be delivered to AHCCCSA on demand.7.
    
    RELATIONSHIP OF PARTIES- The Contractor under this contract is an independent contractor.
Neither party to this contract shall be deemed to be the employee or agent of the other party
to the contract.8.
    
    GENERAL INDEMNIFICATION- The Contractor shall defend,
indemnify and hold harmless the State
from any claim, demand, suit, liability, judgment and expense (including attorneys fees and
other costs of litigation) arising out of or relating to injury, disease, or death of persons
or damage to or loss of property resulting from or in connection with the negligent
performance of this contract by the Contractor, its agents, employees, and subcontractors or
anyone or whom the Contractor may be responsible. The obligations, indemnities and liabilities
assumed by the Contractor under this paragraph shall not extend to any liability caused by the
negligence of the State or its employees. The Contractors liability shall not be limited by
any provisions or limits of insurance set forth in this contract. The State shall reasonably
notify the Contractor of any claim for which it may be liable under this paragraph. The
Administration shall bear no liability for subcontracts that a Contractor executes with other
parties for the provision of administrative or management services, medical services or
covered health care services, or for any other purposes.9.
    
    THIRD PARTY ANTITRUST VIOLATIONS- The Contractor
assigns to the State any claim for
overcharges resulting from antitrust violations to the extent that those violations concern
materials or services supplied by third parties to the Contractor toward fulfillment of this
contract.




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10.
    
    NON-DISCRIMINATION-The Contractor shall comply with State Executive Order No. 99-4,
which mandates that all persons, regardless of race, color, religion, sex, national origin
or political affiliation, shall have equal access to employment opportunities, and all
other applicable Federal and state laws, rules and regulations, including the Americans
with Disabilities Act and Title VI. The Contractor shall take positive action to ensure
that applicants for employment, employees, and persons to whom it provides service are not
discriminated against due to race, creed, color, religion, sex, national origin or
disability.11.
    
    AUDITS AND INSPECTIONS- The Contractor shall comply with all provisions specified in
applicable AHCCCS Rule R9-22-519, -520 and -521 and AHCCCS policies and procedures relating to
the audit of the Contractors records and the inspection of the Contractors facilities. The
Contractor shall fully cooperate with AHCCCSA staff and allow them reasonable access to the
Contractors staff, subcontractors, members, and records. At any time during the term of this
contract, the Contractors or any subcontractors books and records shall be subject to audit
by AHCCCSA to the extent that the books and records relate to the performance of the contract
or subcontracts. AHCCCSA, or its duly authorized agents, may evaluate through on-site
inspection or other means, the quality, appropriateness and timeliness of services performed
under this contract.12.
    
    APPLICABLE LAW- The law of Arizona applies to this contract.13.
    
    DISPUTES- The exclusive manner for the Contractor to assert any claim, grievance, dispute or
demand against AHCCCSA shall be in accordance with A.A.C. 22, Article 34. Pending the final
resolution of any disputes involving this contract, the Contractor shall proceed with
performance of this contract in accordance with AHCCCSAs instructions, unless AHCCCSA
specifically, in writing, requests termination or a temporary suspension of performance.14.
    
    CHOICE OF FORUM- The parties agree that jurisdiction over any action arising out of or
relating to this contract shall be brought or filed in a court of competent jurisdiction
located in the State of Arizona.15.
    
    EFFECTIVE DATE- The effective date of this contract shall be January 1, 2006.




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Contractor:
    
    Arizona Health Care Cost
Containment System (AHCCCS)/s/ Carolyn Rose
    
    /s/ Michael VeitSignature
    
    Signature1/25/07
    
    JAN 22 2007Date
    
    DateCarolyn Rose
    
    Michael VeitTyped or Printed Name
    
    Typed or Printed Name1/25/07
    
    Contracts AdministratorTitle
    
    Title




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EXECUTIVE
ORDER 2006-01
 Supplementing Medicare Drug Coverage For Dual Eligible Persons
During The Medicare Part D Transition
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1.
    
    Pursuant to A.R.S. § 36-797, the sum of five hundred
thousand dollars ($500,000.00) may be
transferred as needed in increments of fifty thousand dollars ($50,000.00) from the Health
Crisis Fund to AHCCCS to pay for the following expenses that may be uncovered during the
period January 1, 2006  February 1, 2006 (or any extension of such period that may be
granted by further Executive Order):
 q
    
    Prescription medications for dual eligible persons who have received
organ and tissue transplants; andq
    
    Prescription medications for dual eligible persons with
life threatening conditions that need to be immediately filled; andq
    
    Prescription medications for dual eligible persons who have not been
assigned to a Medicare prescription drug plan.




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2.
    
    Any transferred but unused funds shall be remitted back to the Health Crisis Fund at
the conclusion of the period specified in paragraph one (1) above.3.
    
    In addition, AHCCCS shall endeavor to seek repayment from the federal government
of all expenses paid pursuant to this Executive Order. All such repaid sums shall be
deposited in the medically needy account of the tobacco tax and health care fund
pursuant to A.R.S. § 36-797(G).4.
    
    No later than one hundred twenty (120) days following the receipt of Health Crisis
Funds, AHCCCS shall submit to the Governor a report on how the funds were spent
and the status of efforts to seek reimbursement from the federal government.
 IN WITNESS WHEREOF, I have hereunto set my hand and
caused to be affixed the Great Seal of the State of
Arizona.(SIGNATURE)GOVERNOR(SEAL)
    
    DONEat the Capitol in Phoenix on this 13thday
of January in the Year Two Thousand and Six and of the
Independence of the United States of America the Two
Hundred and Thirtieth.ATTEST:(SIGNATURE)SECRETARY OF STATE




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EXECUTIVE
ORDER 2006-02
 Supplementing Medicare Drug Coverage For Dual Eligible Persons
During The Medicare Part D Transition
(Amending Executive Order 2006-01)
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE,
 1.
    
    The period of time set forth in Executive Order 2006-01 during which incurred expenses may
be paid pursuant to the terms of that Order is hereby extended to and including February 15,
2006.




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2.
    
    In addition to the sums set forth in Executive Order 2006-01, an additional one hundred
thousand dollars ($100,000.00) may be transferred if necessary in increments of twenty-five
thousand dollars ($25,000.00) each from the Health Crisis Fund to AHCCCS to pay expenses
allowed under Executive Order 2006-01 as amended herein.
 IN WITNESS WHEREOF, I have hereunto set my hand and caused to
be affixed the Great Seal of the State of Arizona.(SIGNATURE)GOVERNOR(SEAL)
    
    DONEat the Capitol in Phoenix on this 31st day
of January in the Year Two Thousand and Six and of the
Independence of the United States of America the Two Hundred
and Thirtieth.ATTEST:(SIGNATURE)SECRETARY OF STATE




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EXECUTIVE
ORDER 2006-05
 Supplementing Medicare Drug Coverage For Dual Eligible Persons
During The Medicare Part D Transition
(Amending Executive Orders 2006-01 and 2006-02)
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1.
    
    The period of time set forth in Executive Order 2006-01 (as amended by Executive
Order 2006-02) during which incurred expenses may be paid pursuant to the terms of those
Orders is hereby extended to and including March 15, 2006.




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2.
    
    All other terms set forth in Executive Order 2006-01 (as amended by Executive Order
2006-02) shall remain in full force and effect.
 IN WITNESS WHEREOF, I have hereunto set my hand and caused to
be affixed the Great Seal of the State of Arizona,(SIGNATURE)GOVERNOR(SEAL)
    
    DONEat the Capitol in Phoenix on this 15th day of February
in the Year Two Thousand and Six and of the Independence of
the United States of America the Two Hundred and Thirtieth.ATTEST:(SIGNATURE)SECRETARY OF STATE