<Page>

                             HEALTH OPTIONS, INC.

                           PARTICIPATION AGREEMENT

                                 (CAPITATION)

                                 OPTION CARE

<Page>


                               HEALTH OPTIONS, INC.
                             PARTICIPATION AGREEMENT
                                  (CAPITATION)

                                TABLE OF CONTENTS
<Table>
<Caption>

Article                                                               Page
-------                                                               ----
<S>      <C>                                                          <C>
I.       Definitions and Parties                                         1
II.      Term and Termination                                            1
III.     Independent Relationship                                        3
IV.      Provider Services                                               4
V.       Compensation                                                    6
VI.      Authorization                                                   6
VII.     Membership Identification                                       6
VIII.    Billings                                                        7
IX.      Insurance                                                       7
X.       Listing, Advertising and Promotion                              7
XI.      Cooperation with Health Options                                 8
XII.     Maintenance and Inspection of Records; Confidentiality          8
XIII.    Access to Medical Records                                       9
XIV.     Member Non-Liability for Payment                                9
XV.      Subcontracting of Service                                      10
XVI.     Coordination of Benefits                                       10
XVII.    Member Grievance Resolution                                    11
XVIII.   Dispute Resolution; Arbitration                                11
XIX      Assignment and Delegation                                      12
XX.      General Provisions                                          12-14
XXI.     Notices                                                        14
XXII.    Year 2000 Compliance                                           15
Attachment 1 Definitions
Attachment 2 Description of Services
Attachment 3 Compensation for Services and Payment Procedures
Schedule "A" Capitation Payments
Schedule "B" Service Area
</Table>
<Page>

                              HEALTH OPTIONS, INC.
                             PARTICIPATION AGREEMENT
                                  (CAPITATION)

     THIS PARTICIPATION AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into by and between the parties described in Article I of
this Agreement.

     WHEREAS, HEALTH OPTIONS is operating a state certified health
maintenance organization in accordance with applicable laws; and

     WHEREAS, Provider is willing to participate in such health maintenance
organization as a Participating Provider by providing services to Members of
HEALTH OPTIONS in accordance with the terms of this Agreement;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree to the following:

1.       DEFINITIONS AND PARTIES.

1.1      The terms used in this Agreement as set forth in Attachment 1
         ("Definitions") shall have the meanings set forth in Attachment 1: The
         parties to this Agreement are:

         HEALTH OPTIONS, INC.
         Corporate Offices at
         4800 Deerwood Campus Parkway
         Jacksonville, Florida 32246

         a Florida corporation, hereinafter referred to as "HEALTH OPTIONS", and

         OptionCare Enterprises, Inc.
         d/b/a OptionCare
         100 Corporate North, Suite 212
         Bannockburn, Illinois  60015

         a Delaware corporation, hereinafter referred to as "Provider".

II.      TERM AND TERMINATION.

2.1      This Agreement shall become effective as of the Effective Date
         appearing on the signature page hereof, and shall continue in effect
         until the date shown on such signature page as the Initial Anniversary
         Date. Thereafter, this Agreement shall continue in effect from year to
         year from such Initial Anniversary Date unless terminated by the mutual
         written agreement of the parties. Notwithstanding the foregoing and any
         other provisions of this Agreement, either party may terminate

                                     Page 1
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         this Agreement at any time by giving at least sixty (60) days prior
         written notice of such termination to the other party.

2.2      Subject to the requirements of Sections 2.3 and 2.4 directly below,
         HEALTH OPTIONS or Provider may terminate this Agreement immediately at
         any time if the other party fails to have all applicable licenses or
         the full amount of insurance coverage required under the provisions of
         Article IX ("Insurance") below; or, if the other party fails to meet
         any obligations under applicable state and local laws pertaining to the
         operation of HEALTH OPTIONS or Provider. In addition, either party may
         terminate this Agreement immediately at any time for cause. For
         purposes of this Agreement, "cause" shall include a material breach of
         an obligation to be performed hereunder and shall include in any event
         a breach of any of the obligations set forth in Section 4.2 of this
         Agreement, or a conviction of a felony by a party or any individual
         affiliated with Provider who provides or arranges the provision of
         services to Members. Further, HEALTH OPTIONS may terminate this
         Agreement immediately at any time if HEALTH OPTIONS determines that
         Member dissatisfaction exists with respect to services provided by
         Provider. Termination shall have no effect upon the rights and
         obligations of the parties arising out of any transactions occurring
         prior to the effective date of such termination. Upon the written
         request of HEALTH OPTIONS, Provider will continue to treat Members of
         HEALTH OPTIONS who began a course of treatment prior to such
         termination, subject to all of the terms and provisions of this
         Agreement, until such course of treatment has been completed or
         arrangements satisfactory to HEALTH OPTIONS and such Member have been
         made to have such treatment provided by another provider.

2.3      RIGHT OF DEPARTMENT OF INSURANCE TO ORDER CANCELLATION. As required
         under FLORIDA STATUTES Section 641.234 as amended effective October 1,
         1988, if the Department of Insurance has information and belief that
         this Agreement requires HEALTH OPTIONS to pay a fee which is
         unreasonably high in relation to the services provided, after review of
         this Agreement the department may order HEALTH OPTIONS to cancel this
         Agreement, if it determines that the fees to be paid by HEALTH OPTIONS
         are so unreasonably high as compared with similar contracts entered
         into by HEALTH OPTIONS or as compared with similar contracts entered
         into by other health maintenance organizations in similar
         circumstances, such that this Agreement is detrimental to the
         subscribers, stockholders, investors, or creditors of HEALTH OPTIONS.
         This Agreement shall be canceled upon issuance of such order by the
         department pursuant to this section.

2.4      MANDATORY 60-DAY NOTICE OF CANCELLATION BY PROVIDER AND HEALTH OPTIONS

         2.4.1    As required under FLORIDA STATUTES Section 641.315 as amended
                  effective October 1, 1991, Provider shall provide sixty (60)
                  days' advance written notice to HEALTH OPTIONS and the
                  Department of Insurance at the addresses listed in the
                  "Notice" section of this Agreement before

                                            Page 2
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                  canceling this Agreement with HEALTH OPTIONS for any reason.
                  Nonpayment for goods or services rendered by the Provider to
                  HEALTH OPTIONS or any of its Members shall not be a valid
                  reason for avoiding such 60-day advance notice of
                  cancellation. Upon receipt by HEALTH OPTIONS of a 60-day
                  cancellation notice, HEALTH OPTIONS may, if requested by the
                  Provider, terminate the contract in less than sixty (60) days
                  if HEALTH OPTIONS is not financially impaired or insolvent.

         2.4.2    As required under FLORIDA STATUTES Section 641.315 as amended
                  effective October 1, 1996, HEALTH OPTIONS shall provide sixty
                  (60) days' advance written notice to Provider and the
                  Department of Insurance at the addresses listed in the
                  "Notice" section of this Agreement before canceling, without
                  cause, this Agreement with Provider, except in such cases
                  where a Member's health is subject to imminent danger or
                  Provider's ability to provide services pursuant to this
                  Agreement is effectively impaired by the Board of Medicine or
                  other government or regulatory agency.

         2.4.3    HEALTH OPTIONS and Provider hereby acknowledge and agree that
                  the provisions of 2.4.1 and 2.4.2 above do not relieve either
                  party of any of its other obligations under this Agreement
                  that are not inconsistent with the foregoing, including
                  without limitation any obligation either party has to provide
                  more than sixty (60) days' notice of cancellation of this
                  Agreement, to the other party.

III.     INDEPENDENT RELATIONSHIP.

3.1      Notwithstanding the provisions of Article XI ("Cooperation With HEALTH
         OPTIONS") or any other provisions hereof, in the performance of the
         obligations of this Agreement each party is at all times acting and
         performing as an independent contractor with respect to the other
         party, and no party shall have or exercise any control or direction
         over the method by which the other party shall perform such work or
         render or perform such services and functions. It is further expressly
         agreed that no work, act, commission or omission of any party (or any
         of its agents, servants or employees) pursuant to the terms and
         conditions of this Agreement, shall be construed to make or render such
         party (or any of its agents, servants or employees) an agent, servant,
         representative, or employee of, or joint venturer with, such other
         party.

3.2      Provider hereby expressly acknowledges its understanding that this
         Agreement constitutes a contract between Provider and HEALTH OPTIONS,
         that HEALTH OPTIONS is an independent corporation operating under a
         license or sublicense with the Blue Cross and Blue Shield Association
         (the "Association"), an association of independent Blue Cross and Blue
         Shield Plans, permitting HEALTH OPTIONS to use the Blue Cross and/or
         Blue Shield Service Mark in the State of Florida, and that HEALTH
         OPTIONS is not contracting as the agent of the Association. Provider

                                      Page 3
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         further acknowledges and agrees that it has not entered into this
         Agreement based upon representations by any person other than HEALTH
         OPTIONS and that no person, entity, or organization other than HEALTH
         OPTIONS shall be held accountable or liable to Provider for any of
         HEALTH OPTIONS' obligations to Provider created under this Agreement.
         This paragraph shall not create any additional obligations whatsoever
         on the part of HEALTH OPTIONS' other than those obligations created
         under other provisions of this Agreement.

IV.      PROVIDER SERVICES.

4.1      Provider will make available to HEALTH OPTIONS, for the use and benefit
         of Members, those services that may be requested by or on behalf of
         HEALTH OPTIONS in order to provide Members with those Covered Services
         described and set forth in Attachment 2 of this Agreement ("Description
         of Services"). Such Covered Services are to be provided in accordance
         with accepted professional practices and standards and (except in cases
         of Emergency) with the informed consent of such Members. In addition,
         such Covered Services are to be provided by qualified professional
         health personnel. HEALTH OPTIONS and Provider may mutually agree in
         writing either to increase or decrease the Covered Services made
         available hereunder. Provider shall not discriminate against Members in
         any manner vis-a-vis other patients served by Provider.

4.2      Provider represents and agrees:

         4.2.1    That it has, and will during each term of this Agreement
                  maintain in full force and effect, all licenses, permits,
                  certifications, (including, if Provider provides Covered
                  Services to Members who are Medicare beneficiaries,
                  certification from the U.S. Department of Health and Human
                  Services as a provider under the Medicare program), and other
                  regulatory approvals required under federal and/or state law
                  in connection with providing the Covered Services contemplated
                  by this Agreement.

         4.2.2    That all personnel who are used by Provider, directly or
                  indirectly, to provide Covered Services to Members are
                  competent to do so and that all such personnel possess any and
                  all licenses, permits, certifications and regulatory approvals
                  required by law in connection with providing such Covered
                  Services; that all such personnel will perform only those
                  services which they are legally authorized and permitted to
                  perform; and that Provider and all such personnel will
                  perform their duties hereunder in accordance with all
                  applicable local, state and federal requirements, as well as
                  such national, state and county standards of professional
                  ethics and practice as may be applicable.

                                        Page 4
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         4.2.3    That Provider will promptly notify HEALTH OPTIONS of the loss
                  of, or any limitation with respect to, any such license,
                  permit, certification, or regulatory approval.

         4.2.4    That any and all facilities, equipment, goods and supplies
                  (including, if applicable, vehicles) used by Provider to
                  provide Covered Services to Members will be available,
                  properly serviced and maintained, and otherwise appropriate
                  for providing any Covered Services to Members pursuant to
                  this Agreement.

         4.2.5    That, except in cases of Emergency, Provider and any
                  physicians or other health care professionals who do or may
                  provide services to Members hereunder will not admit a Member
                  to a hospital without first obtaining prior authorization, on
                  an appropriate HEALTH OPTIONS referral or authorization form,
                  from the Member's HEALTH OPTIONS Primary Care Physician or the
                  HEALTH OPTIONS Medical Director for the HEALTH OPTIONS
                  service area in which Provider is located (or, if requested in
                  advance in writing, from both such Primary Care Physician and
                  Medical Director). In cases of Emergency, if Provider (or any
                  physician or other health care professional providing services
                  to Member hereunder for or on behalf of Provider) refers,
                  transfers, or admits any Member to a hospital, Provider will
                  notify HEALTH OPTIONS thereof as soon as possible unless prior
                  authorization from HEALTH OPTIONS has been obtained.

         4.2.6    That it will inform any physicians and other health care
                  professionals who do or may provide services on behalf of
                  Provider to Members hereunder of the existence of this
                  Agreement and of any provisions herein that are applicable to
                  them. Additionally, Provider will, after receipt of written
                  request from HEALTH OPTIONS, immediately terminate any
                  agreement or agreements it has for the provision of Covered
                  Services to Members specific to the provider or providers of
                  such services included in such written request from HEALTH
                  OPTIONS. In any event HEALTH OPTIONS retains the right to
                  approve, or disapprove, new providers of Covered Services to
                  Members and/or new sites of service.

         4.2.7    That it has arrangements with emergency services to enable
                  Provider to arrange for prompt, safe, referral and transfer of
                  any Member for Medically Necessary treatment in appropriate
                  situations.


         4.2.8    That it will provide Covered Services to Members on a
                  twenty-four (24) hour daily basis or will assure that any
                  Member who is referred for receipt of such services at any
                  hour obtains appropriate instructions as to how and where to
                  obtain such services at other facilities, to assure that the
                  life or safety of any Member will not be jeopardized.

                                            Page 5
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V.       COMPENSATION.

5.1      HEALTH OPTIONS agrees to pay to Provider the compensation set forth in
         Attachment 3 ("Compensation For Services and Payment Procedures") for
         those Covered Services described and set forth in Attachment 2 of this
         Agreement ("Description of Services") and provided pursuant to this
         Agreement to a Member that have been duly authorized as set forth in
         Article VI below ("Authorization"). Rates of compensation shall remain
         constant for the term of this Agreement, unless HEALTH OPTIONS and
         Provider mutually agree in writing that any or all such rates be either
         increased or decreased. Provider agrees to be responsible for
         collecting any applicable Copayments required for Covered Services
         directly from the Members, and shall not waive, discount or rebate any
         such deductibles or Copayments without the prior written consent of
         HEALTH OPTIONS.

5.2      In the event of any overpayment, duplicate payment, or other payment of
         an amount in excess of that to which Provider is entitled, HEALTH
         OPTIONS may, in addition to any other remedy, recover the same by way
         of offsetting the amounts overpaid against current and future amounts
         due to Provider and/or seeking an immediate refund of the amount of
         controversy from the Provider.

VI.      AUTHORIZATION.

6.1      Except in cases of Emergency, Covered Services shall be provided to
         Members under this Agreement only as authorized by the Medical Director
         of HEALTH OPTIONS (or his designee), or by a physician who has
         contracted with HEALTH OPTIONS to provide health services to Members.
         Provider shall attempt to contact HEALTH OPTIONS to verify that a
         patient is a Member of HEALTH OPTIONS and eligible to receive the
         services to be provided.

VII.     MEMBER IDENTIFICATION.

7.1      HEALTH OPTIONS shall furnish to its Members identification cards
         which, except in an Emergency, must be presented to Provider at the
         time Covered Services are rendered. However, such identification cards
         in no way create, or serve to verify, eligibility to receive Covered
         Services under this Agreement. Upon request by Provider, HEALTH OPTIONS
         shall provide available information concerning a Member's eligibility
         to receive Covered Services under this Agreement. Such information
         shall not be deemed to be a promise or guarantee of payment by HEALTH
         OPTIONS under this Agreement.

                                        Page 6
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VIII.    BILLINGS.

8.1      Provider shall submit to HEALTH OPTIONS, for all Covered Services
         rendered to Members in accordance with the terms of this Agreement,
         complete, accurate and itemized billings, which shall include
         identifying patient information and itemized records of such services
         and charges, in billing form and content that are acceptable to HEALTH
         OPTIONS and as may be required by applicable laws or regulations.

IX.      INSURANCE.

9.1      Each party to this Agreement, at its sole cost and expense, shall
         procure and maintain such policies of general liability and
         professional liability insurance and other insurance as shall be
         adequate to insure such party and its employees against any claim or
         claims for damages arising by reason of personal injuries or death
         occasioned directly or indirectly in connection with the performance of
         services and activities by such party, and the use of any facilities,
         equipment or supplies provided by such party, in connection with this
         Agreement. Each of such policies shall be in form and amounts
         acceptable to the other party, but not more than two (2) million
         dollars per occurrence and five (5) million dollars in the aggregate.
         Each party shall furnish the other party reasonable proof of such
         adequate insurance as shall be requested upon execution of this
         Agreement and/or at any reasonable time thereafter, and shall notify
         the other in writing at least thirty (30) days prior to the termination
         or any reduction of such coverage. The failure to give such notice, or
         the absence of such coverage, is grounds for immediate termination of
         this Agreement.

X.       LISTING, ADVERTISING AND PROMOTION.

10.1     Provider agrees that HEALTH OPTIONS may identify Provider as a provider
         of services to HEALTH OPTIONS Members and specifically agrees that
         HEALTH OPTIONS may advertise, publicize, and otherwise promote its
         relationship with Provider to potential and existing Members in
         accordance with HEALTH OPTIONS' marketing program. HEALTH OPTIONS may
         list the name, address, telephone number of Provider, and a description
         of its facilities and services, in HEALTH OPTIONS' directories or other
         lists of providers of services. HEALTH OPTIONS and Provider further
         agree that, except as provided in the foregoing sentence, the name,
         symbols, trademarks, trade names, and service marks of each party,
         whether presently existing or hereafter established, are proprietary;
         and each party reserves to itself the right to the use and control
         thereof. In addition, except as provided in the first sentence hereof,
         neither party shall use the other party's name, symbols, trademarks or
         service marks in advertising or promotional materials or otherwise
         without the prior written consent of that party and shall cease any
         such usage immediately upon written notice of the party or upon
         termination of this Agreement, whichever is sooner.

                                         Page 7
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XI.      COOPERATION WITH HEALTH OPTIONS.

11.1     COOPERATION WITH HEALTH OPTIONS. Provider agrees to cooperate with
         HEALTH OPTIONS fully in connection with the conducting by HEALTH
         OPTIONS of its regular audit activities, credentialing activities, peer
         review activities, utilization management programs, quality assurance
         programs, and discharge planning activities. In connection therewith,
         Provider will allow employees, agents, and/or independent contractors
         retained by HEALTH OPTIONS for the performance of such activities,
         access to Members, and/or to records pertaining to such Members at
         reasonable times, consistent with applicable Florida law, and, if
         applicable, consistent with reasonable previously established policies
         of Provider concerning patient safety and welfare. Provider will comply
         with all reasonable requirements and policies of HEALTH OPTIONS used in
         administering such activities and/or programs, and further shall comply
         with administrative policies and procedures that are used by HEALTH
         OPTIONS in conducting its business operations. HEALTH OPTIONS shall not
         be subject to liability to Provider as a result of conducting such
         activities or programs, provided that HEALTH OPTIONS has acted in good
         faith.

11.2     COORDINATION OF DEFENSE OF CLAIMS. Provider and HEALTH OPTIONS agree to
         make all reasonable efforts, consistent with advice of counsel and the
         requirements of applicable insurance policies and carriers, to
         coordinate the defense of all claims in which the other is either a
         named defendant.

XII.     MAINTENANCE AND INSPECTION OF RECORDS; CONFIDENTIALITY.

12.1     Provider agrees to maintain adequate business and medical records in
         English relating to the provision of Covered Services to Members during
         the entire term of this Agreement and for a period of at least seven
         (7) years thereafter.

12.2     Provider and HEALTH OPTIONS agree that all Member medical records shall
         be treated as confidential so as to comply with all state and federal
         laws regarding the confidentiality of patient records. However, HEALTH
         OPTIONS and any HEALTH OPTIONS Affiliate, subject to applicable laws,
         shall have access to, and shall have the right upon request to inspect
         and, at its own expense, copy, at all reasonable times, any accounting,
         administrative, and medical records maintained by Provider pertaining
         to HEALTH OPTIONS, to Covered Services provided to Members, and to
         Provider's participation hereunder. In addition, Provider will allow
         inspection of books and records related to Providers' dealings with
         HEALTH OPTIONS by HEALTH OPTIONS, by authorized state agencies, and by
         the Department of Health and Human Services and the Comptroller General
         of the United States or their duly authorized representatives;
         provided, however, that, whenever feasible, Provider shall notify
         HEALTH OPTIONS prior to releasing information to any agency or entity
         other than HEALTH OPTIONS.

                                            Page 8
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12.3     The provisions of this Article shall not be interpreted to place any
         obligation on Provider that would cause Provider to act or otherwise be
         in violation of applicable state or federal law.

XIII.    ACCESS TO MEDICAL RECORDS.

13.1     Until the expiration of four (4) years after the furnishing of services
         pursuant to this Agreement, Provider shall make available, upon written
         request, to the Secretary of the Department of Health and Human
         Services, or upon request, to the Comptroller General, or to any of
         their duly authorized representatives, this Agreement and books,
         documents and records of Provider that are necessary to certify the
         nature and extent of costs incurred with respect to any services
         furnished for which payments may be made under the Medicare and
         Medicaid programs. If Provider carries out any of the duties of this
         Agreement through a subcontract, having a value or costs of $ 10,000 or
         more over a twelve (12) month period, with a related organization, such
         subcontract shall contain a clause to the effect that until the
         expiration of four (4) years after the furnishing of such services
         pursuant to such subcontract, the related organization shall make
         available, upon written request, to the Secretary of the Department of
         Health and Human Services, or upon request, to the Comptroller General,
         or to any of their duly authorized representatives, the subcontract,
         and books, documents and records of such organization that are
         necessary to verify the nature and extent of costs incurred with
         respect to any services furnished for which payments may be made under
         the Medicare and Medicaid programs.

XIV.     MEMBER NON-LIABILITY FOR PAYMENT.

14.1     Provider hereby agrees that in no event, including but not limited to
         non-payment by HEALTH OPTIONS, insolvency of HEALTH OPTIONS, or breach
         of this Agreement, shall Provider bill, charge, collect a deposit from,
         seek compensation, remuneration or reimbursement from, or have any
         recourse against any Member or persons other than HEALTH OPTIONS acting
         on their behalf for Covered Services provided pursuant to this
         Agreement. This provision shall not prohibit collection of supplemental
         charges, Copayments, or charges for non-Covered Services in accordance
         with the terms of the applicable Health Services Agreement.

14.2     Provider further agrees that (1) this provision shall survive the
         termination of this Agreement regardless of the cause giving rise to
         termination and shall be construed to be for the benefit of HEALTH
         OPTIONS Members and that (2) this provision supersedes any oral or
         written contrary agreement now existing or hereafter entered into
         between Provider and any Member or persons acting on their behalf,

14.3     Any modification, addition, or deletion to the provisions of this
         Article shall become effective on a date no earlier than fifteen (15)
         days after the Florida Commissioner of Insurance has received written
         notice of such proposed change.

                                            Page 9
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XV.      SUBCONTRACTING OF SERVICES.

15.1     Provider shall not subcontract this Agreement or any portion of it
         without the prior written consent of HEALTH OPTIONS if the subcontract
         in any manner pertains to patient care that Members are to receive
         hereunder. Provider shall remain fully liable and responsible for the
         performance of its obligations hereunder notwithstanding the existence
         of any such subcontract and any consent thereto by HEALTH OPTIONS. Such
         consent shall not be unreasonably withheld.

15.2     In the event of any such subcontract, Provider will monitor the
         performance of the subcontractor and will provide HEALTH OPTIONS with
         evidence, in form and substance satisfactory to HEALTH OPTIONS,
         concerning the rendering of services to Members by such subcontractor
         and payment by Provider to such subcontractor.

XVI.     COORDINATION OF BENEFITS.

16.1     The provisions of this Coordination of Benefits Article are subject to
         applicable federal and/or state law concerning coordination of health
         insurance benefits, including without limitation Florida Insurance
         Code, Section 627.4235, as amended ("the C.O.B. rules"), and shall be
         modified to the extent necessary to enable the parties to comply with
         such law.

16.2     SERVICE AREA MEMBERS. In any case where a Service Area Member is
         entitled to payment from any third party for Covered Services provided
         by Provider in accordance with the provisions of this Agreement, and
         such third party is other than the primary payor under the C.O.B.
         rules, payment to Provider for that Member shall not be made by HEALTH
         OPTIONS of any amount(s) which, when added to all other payments made
         to Provider for such services, would exceed 100% of the amount agreed
         to be paid to Provider by HEALTH OPTIONS under this Agreement for
         providing such services; and, Provider will neither bill nor attempt
         to collect from HEALTH OPTIONS, nor any Service Area Member, any such
         amounts.

16.3     NON-SERVICE AREA MEMBERS. In any case where a Member other than a
         Service Area Member is entitled to payment from any third party for
         Covered Services provided by Provider in accordance with the provisions
         of this Agreement, and such third party is other than the primary payor
         under the C.O.B. rules, HEALTH OPTIONS will pay Provider for Covered
         Services provided that: (1) Provider is in compliance with all other
         terms of this Agreement, and (2) such HEALTH OPTIONS payment to
         Provider shall not be made to the extent that such payment, when added
         to all other payments made to Provider for that Member for such
         services, would exceed 100% of the amount agreed to be paid to Provider
         by HEALTH OPTIONS under this Agreement for providing such services; and
         Provider will neither bill nor attempt to collect from HEALTH OPTIONS,
         nor any non-Service Area Member, any such amounts.

                                         Page 10
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16.4     Provider will cooperate fully with HEALTH OPTIONS in all lawful efforts
         by HEALTH OPTIONS to collect such amounts under the C.O.B. rules. In
         addition, Provider shall make a good faith effort to obtain information
         that may be helpful to HEALTH OPTIONS in coordinating such benefits,
         shall otherwise assist HEALTH OPTIONS in such coordination of benefits,
         and shall promptly refund any overpayments made by HEALTH OPTIONS to
         Provider pursuant to the foregoing provisions.

XVII.    MEMBER GRIEVANCE RESOLUTION PROCEDURE.


17.1     Provider acknowledges that HEALTH OPTIONS, in and pursuant to its
         various agreements with groups and individuals to provide prepaid
         health care, has established a grievance resolution procedure which
         provides a meaningful process for hearing and resolving disputes
         arising thereunder, involving Members, HEALTH OPTIONS, Participating
         Providers and/or Provider. A copy of said grievance resolution
         procedure will be made available to Provider upon reasonable request.
         The parties agree that any complaint, grievance or claim asserted
         pursuant to such grievance resolution procedure shall be resolved in
         accordance with such grievance resolution procedure and that they will
         comply with all final determinations made through the grievance
         procedure.

XVIII.   DISPUTE RESOLUTION; ARBITRATION.

18.1     Both parties agree to meet and confer in good faith to resolve any
         controversy or claim arising out of or relating to this Agreement or
         the breach thereof; provided, however, that the foregoing shall in no
         way be construed in a manner that would modify or limit the rights and
         obligations of the parties under Article 11 above with respect to
         termination of this Agreement. Unless otherwise prohibited by law, any
         such controversy or claim which cannot be so resolved shall be
         submitted to binding arbitration. Unless the parties agree in writing
         to modify the procedure for such arbitration, the following procedure
         shall be followed: Arbitration may be initiated by either party making
         a written demand for arbitration on the other party within a reasonable
         time from the date the claim, dispute, or controversy arose, but in no
         event later than the date legal proceedings would be barred by the
         applicable statute of limitations. The party making such demand shall
         designate a competent and disinterested arbitrator in such written
         demand. Within thirty (30) days of that demand, the other party shall
         designate a competent and disinterested arbitrator and give written
         notice of such designation to the party making the initial demand for
         arbitration. Within thirty (30) days after such notices have been
         given, the two arbitrators so designated shall select a third competent
         and disinterested arbitrator and give notice of the selection to both
         parties. If the two arbitrators designated by the parties are unable to
         agree on a third arbitrator within thirty (30) days, then upon request
         of either party such third arbitrator shall be selected by a Circuit
         Judge in the county in which arbitration is pending. The arbitrators
         shall then hear and determine the question or questions in dispute, and
         the decision in writing of any two arbitrators shall be binding upon
         the parties. The arbitration shall be held in the State of Florida at a
         location to be designated by the party not making the

                                       Page 11
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         initial demand for arbitration. Unless the parties otherwise agree, the
         arbitration shall be conducted in accordance with the rules governing
         procedure and admission of evidence in the courts of the State of
         Florida. Each party shall pay its chosen arbitrator and shall bear
         equally the expense of the third arbitrator and all other expenses of
         the arbitration, provided that attorney's fees and expert witness fees
         are not deemed to be expenses of arbitration but are to be borne by the
         party incurring them. Except as otherwise provided in this Agreement,
         arbitration shall be governed by the provisions of the Florida
         Arbitration Code.

XIX.     ASSIGNMENT AND DELEGATION,

19.1     Neither party may assign any rights or delegate any duties or
         obligations under this Agreement, or transfer this Agreement in any
         manner, without the express written approval of a duly authorized
         representative of the other party, and any such attempted assignment,
         delegation or transfer in violation of this provision shall be void;
         provided, however, that HEALTH OPTIONS expressly reserves the right to
         assign any and all of its rights, and to delegate any and all of its
         duties and obligations hereunder, and to in any manner transfer this
         Agreement, to a HEALTH OPTIONS Affiliate, provided that HEALTH OPTIONS
         shall notify Provider of any such assignment, delegation or transfer in
         writing at least thirty (30) days prior thereto.

XX.      GENERAL PROVISIONS.

20.1     AMENDMENT. This Agreement or any part of it may be amended at any time
         during the term of the Agreement by mutual consent in writing of duly
         authorized representatives of the parties. Provided, however, that any
         change (including any addition and/or deletion) to any provision or
         provisions of this Agreement that is required by duly enacted federal
         or Florida legislation, or by a regulation or rule finally issued by a
         regulatory agency pursuant to such legislation, rule or regulation,
         will be deemed to be part of this Agreement without further action
         required to be taken by either party to amend this Agreement to effect
         such change or changes, for as long as such legislation, regulation or
         rule is in effect,

20.2     APPLICABLE LAW. The validity of this Agreement and of any of its terms
         and provisions, as well as the rights and duties of the parties
         hereunder, shall be interpreted and enforced pursuant to and in
         accordance with the laws of the State of Florida.

20.3     ATTORNEY FEES; ENFORCEMENT COSTS. Except in the case of arbitration
         proceedings referred to above, or if the parties otherwise agree in
         writing, if any permitted legal action or other proceeding is brought
         for the enforcement of this Agreement, or because of an alleged
         dispute, breach, default or misrepresentation in connection with any
         provision of this Agreement, the successful or prevailing party or
         parties shall be entitled to recover reasonable attorney's fees, court
         costs, and other reasonable expenses incurred in connection with
         maintaining or defending such

                                      Page 12
<Page>

         action or proceeding, as the case might be, including any such
         reasonable attorney's fees, costs, or expenses incurred on appeal, in
         addition to any other relief to which such party or parties may be
         entitled.

20.4     BINDING EFFECT. This Agreement shall be binding upon and inure to the
         benefit of the parties, their successors, and their permitted assigns,
         unless otherwise set forth herein or agreed to by the parties in
         writing.

20.5     CONFIDENTIALITY OF CONTRACT TERMS AND MEMBER LISTINGS. Provider
         acknowledges and agrees that the reimbursement rates paid by HEALTH
         OPTIONS, and other aspects of this Agreement, including, without
         limitation, any and all membership listings provided to Provider by
         HEALTH OPTIONS, are competitively sensitive. Provider will not disclose
         such rates, membership listings, and other aspects of this Agreement,
         to third parties, except upon the prior written authorization of HEALTH
         OPTIONS.

20.6     ENFORCEABILITY. In the event any provision of this Agreement is
         rendered invalid or unenforceable by a valid Act of Congress or of the
         Florida Legislature or by any regulation duly promulgated by officers
         of the United States or of the State of Florida acting in accordance
         with law, or declared null and void by any court of competent
         jurisdiction, the remainder of the provisions of this Agreement shall
         remain in full force and effect.

20.7     ENTIRE AGREEMENT; SIGNATURES REQUIRED. This Agreement, which shall be
         deemed to include all attachments, amendments, exhibits, addenda, and
         schedules, if any, contains the entire Agreement between the parties.
         Any prior agreements, promises, negotiations or representations, either
         oral or written, relating to the subject matter of this Agreement and
         not expressly set forth in this Agreement are of no force or effect.
         This Agreement will be effective and binding on the parties only if the
         duly authorized signatures of the parties are affixed hereto where
         indicated on the signature page below, and not otherwise.

20.8     HEADINGS. The headings of sections contained in this Agreement are for
         reference purposes only and shall not affect in any way the meaning or
         interpretation of this Agreement.

20.9     LIMITATIONS ON LIABILITY. Although this Agreement contemplates services
         for Members, the parties reserve the right to amend or terminate this
         Agreement without notice to, or consent of, any such Member. Subject to
         the provisions of Article XIV (Member Non-Liability for Payment), no
         persons or entities except for HEALTH OPTIONS and Provider are intended
         to be or are, in fact, beneficiaries of this Agreement; and its
         existence shall not in any respect whatsoever increase the rights of
         any Member or other third party, or create any rights on behalf of any
         Member or other third party vis-a-vis either of the parties.
         Furthermore, nothing in this Agreement shall impose upon HEALTH OPTIONS
         any obligation to render health care services, but only to arrange for
         the provision of health care services by

                                         Page 13
<Page>

         hospitals, physicians, and other independent contractors. HEALTH
         OPTIONS shall not be responsible for any act, omission, or default of
         any hospital, physician or other independent contractor, or for any
         negligence, misfeasance, malfeasance or nonfeasance of any hospital,
         physician or other provider of health care services participating in
         HEALTH OPTIONS' health plan. Provider shall not be responsible for any
         act, omission, or default of HEALTH OPTIONS, or for any negligence,
         misfeasance, malfeasance, or nonfeasance of HEALTH OPTIONS. No
         provision of this Agreement shall be deemed to, nor shall, constitute
         an agreement by either party to indemnify or hold harmless any other
         person or entity, whether or not a party hereto.

20.10    NONDISCRIMINATION. In carrying out their obligations under this
         Agreement, Provider shall not discriminate against any Member on a
         basis of race, color, religion, sex, national origin, or physical or
         mental handicap; nor shall Provider knowingly contract with any person
         or entity which discriminates against any Member on any such basis.

20.11    NON-EXCLUSIVITY. The parties hereby acknowledge that this Agreement is
         not exclusive, and that each party may freely contract with any other
         person, firm or entity concerning the subject matter hereof.

20.12    SURVIVAL OF PROVISIONS UPON TERMINATION. Any provision of this
         Agreement which requires or reasonably contemplates the performance of
         obligations by either party after the termination of this Agreement
         shall survive such termination unless otherwise specifically provided
         herein.

20.13    WAIVER OF BREACH. Waiver of a breach of this Agreement shall not be
         deemed to be a waiver of any other breach and shall not bar any action
         for subsequent breach thereof.

XXI.     NOTICES.

21.1     Any notice required to be given pursuant to the terms and provisions of
         this Agreement shall be in writing, postage prepaid, and shall be hand
         delivered or sent (by certified or registered mail, return receipt
         requested, or by federal express or other overnight mail delivery for
         which evidence of delivery is obtained by the sender), to the address
         or addresses set forth below unless the sender has been otherwise
         instructed in writing or unless otherwise provided by law. The notice
         shall be deemed to be effective on the date hand delivered or as
         indicated on the return receipt or, if no date is so indicated, then on
         the date of the notice.

                                     Page 14
<Page>

         To Provider:                       To Department of Insurance

         OptionCare Enterprises, Inc.       Bureau of Specialty Insurers
         d/b/a OptionCare
         Attn: General Counsel              Department of Insurance
         100 Corporate North                200 E. Gaines Street
         Suite 212                          Tallahassee, Florida 32399-0300
         Bannockburn, Illinois 60015

         To HEALTH OPTIONS:                 With a copy to:

         HEALTH OPTIONS, INC.               HEALTH OPTIONS, INC.
         8400 N. W. 33 Street               Attn: S.V.P., Healthcare Services
         Suite 100                          41800 Deerwood Campus Parkway
         Miami, Florida 33122               Jacksonville, Florida 32246

XXII.    YEAR 2000 COMPLIANCE.

22.1     Provider specifically acknowledges that it has, or will have, in place
         an appropriate management plan to, when necessary, modify, in order to
         be "Year 2000 Ready", the operation of its computer systems and
         equipment necessary for it to provide services to be delivered under
         this Agreement and, as a consequence: (i) such systems and equipment
         will not materially malfunction when transitioning from December 31,
         1999 to January 1, 2000 or from twentieth century dates to twenty-first
         century dates; and/or (ii) even if such systems and equipment
         malfunction when making such date transition, Provider will have in
         place a contingency plan permitting it to continue to materially comply
         with its obligations under this Agreement notwithstanding any such
         computer system/equipment malfunction.

              [THE FOLLOWING PAGE IS THE SIGNATURE PAGE OF THIS AGREEMENT]

                                         Page 15
<Page>

        IN WITNESS WHEREOF, by placing their duly authorized signatures
below, the parties hereby execute this Agreement and agree to be bound by its
terms.

EFFECTIVE DATE:  6-1-97.
                 ------

INITIAL ANNIVERSARY DATE:        .
                          -------

PROVIDER                               HEALTH OPTIONS, INC.

/s/ Michael A. Rusnak                  /s/ Bruce A. Davidson
----------------------------           --------------------------------
Signature                              Signature

MICHAEL A. RUSNAK                      BRUCE A. DAVIDSON
----------------------------           --------------------------------
Name (Printed or Typed)                Name (Printed or Typed)

PRESIDENT/CEO                          SENIOR VICE PRESIDENT
----------------------------           --------------------------------
Title                                  Title

Date Signed: April 19, 1999            Date Signed: 4/28/99
             ---------------                        -------------------

                              Page 16
<Page>

                                  ATTACHMENT 1

                              HEALTH OPTIONS, INC.
                             PARTICIPATION AGREEMENT
                                  (CAPITATION)

                                   DEFINITIONS

DEFINITIONS. If, and as, used in this Agreement and any amendments hereto, the
following terms shall have the meanings set forth below unless otherwise
specifically provided:

1.       CAPITATION PAYMENT means the payment, subject to adjustments, made
         under an arrangement whereby a provider of health care services
         receives an amount, expressed as dollars per Member per month, in
         consideration for providing, and based upon the projected cost of, all
         Covered Services under a Health Services Agreement that applicable
         Members are expected to use during a month's time.

2.       COPAYMENT means that amount of money required under a Health Services
         Agreement to be paid directly by the Member to any medical provider who
         provides services or supplies to such Member.

3.       COVERED SERVICES means the benefits described and set forth in the
         Health Services Agreement, including any endorsements and riders
         thereto, provided that the Member is entitled to receive such benefits.

4.       EMERGENCY means the sudden and unexpected onset of an illness or injury
         which requires the immediate care and attention of a qualified
         physician and which, if not treated immediately, would seriously
         jeopardize or impair the health of the Member, as determined by the
         Medical Director.

5.       HEALTH OPTIONS AFFILIATE means Blue Cross and Blue Shield of Florida,
         Inc. and/or any entity certified to operate as a health maintenance
         organization that is affiliated with HEALTH OPTIONS by or through
         common ownership or control. (HEALTH OPTIONS shall provide Provider
         with a current list of all such HEALTH OPTIONS Affiliates upon written
         request.)

6.       HEALTH SERVICES AGREEMENT means an agreement between HEALTH OPTIONS and
         a third party which, by its terms, requires HEALTH OPTIONS to arrange
         for the delivery of health care services to individuals designated in
         said agreement.

7.       MEDICAL DIRECTOR means a physician who is designated by HEALTH OPTIONS
         to have the overall administrative responsibility for the direction of
         HEALTH OPTIONS' medical delivery system.

                                Page 1 of Attachment 1
<Page>

8.       MEDICALLY NECESSARY means any service and/or supply provided by a
         hospital, physician, or other provider for the diagnosis or treatment
         of a Member's condition and which, as determined by HEALTH OPTIONS is:
         (1) consistent with the symptom, diagnosis, and treatment of the
         Member's condition; and, (2) in accordance with standards of good
         medical practice; and (3) not primarily for the convenience of the
         Member, the Member's family, the physician or other provider; and, (4)
         approved by the appropriate medical body or board for the Member's
         condition; or, if different, the meaning of such term as set forth in
         the Health Services Agreement under which services are being provided
         to a Member hereunder.

9.       MEMBER AND MEMBERS means each individual eligible for coverage and
         properly enrolled: (a) under a Health Services Agreement with HEALTH
         OPTIONS (including, without limitation, Service Area Members, as
         defined below, except when the context requires otherwise); (b) under a
         Health Services Agreement with a health maintenance organization that
         is a corporate parent, subsidiary or affiliate of HEALTH OPTIONS or
         Blue Cross and Blue Shield of Florida, Inc.; (c) under a health
         services agreement with a health plan that is participating with HEALTH
         OPTIONS in a national network of Blue Cross and Blue Shield health
         maintenance organizations; (d) under a self-insurance agreement
         administered by HEALTH OPTIONS; and/or (e) in another health plan
         which has a reciprocity or other agreement with HEALTH OPTIONS for the
         arrangement of the provision of health care services to its members by
         HEALTH OPTIONS. Provider shall be entitled to notification from HEALTH
         OPTIONS as to the identity of each such health maintenance organization
         or health plan, as the case may be.

10.      PARTICIPATING PROVIDER means a Primary Care Physician, other physician,
         a participating hospital, or any other provider of medical or other
         health care services or supplies which has entered into a written
         agreement with HEALTH OPTIONS to provide such services or supplies to
         Members.

11.      PHYSICIAN means any individual who is licensed by the state in which
         Covered Services are provided by such individual to a Member, as a
         Doctor of Medicine, Doctor of Osteopathy, Doctor of Podiatry, or Doctor
         of Chiropractic.

12.      PRIMARY CARE PHYSICIAN means a duly licensed physician who has entered
         into a written Primary Care Physician Medical Services Agreement with
         HEALTH OPTIONS, through which such physician agrees to provide Primary
         Care Services to Members.

13       PRIMARY CARE SERVICES means those services normally provided by a
         Primary Care Physician, including but not limited to physician office
         visits, nursing home visits, emergency room services, injections and
         immunizations, screening EKG's, well-child care, periodic health
         assessments, physician home care, minor office surgeries and any other
         routine medical care normally rendered by a physician to his/her
         patients; provided that all such services are Covered Services.

14.      SERVICE AREA means the county or counties set forth and described in
         Schedule "B" of this Agreement.

                                    Page 2 of Attachment 1
<Page>

15.      SERVICE AREA MEMBER means each individual eligible for coverage and
         properly enrolled under a Health Services Agreement with HEALTH OPTIONS
         for the provision or arranging of health care services in the county or
         counties set forth in Schedule "B", and for whom a Capitation Payment
         is made by HEALTH OPTIONS to Provider pursuant to Attachment 3 hereof.

                                    Page 3 of Attachment 1

<Page>

*A Confidential Treatment Request pursuant to Rule 24(B)-2 under the
Securities Exchange Act Of 1934, as amended, for certain information in this
document has been filed with the Securities and Exchange Commission. The
information for which treatment has been sought has been deleted from such
exhibit and the deleted text replaced by an asterisk (*).

                                  ATTACHMENT 2
                              HEALTH OPTIONS, INC.
                             PARTICIPATION AGREEMENT
                                  (CAPITATION)
                       DESCRIPTION OF SERVICES AND PAYMENT

The following services which are Covered Services will be included in the
Capitation Rate as set forth in Schedule A:

HOME INFUSION THERAPY:

*

Also included are all charges for:

*

The following are not included in the Capitation Rate:

*

                                 Page 1 of Attachment 2
<Page>

*

DRUGS ADMINISTERED IN PHYSICIAN OFFICES

*

                             Page 2 of Attachment 2
<Page>

*

                             Page 3 of Attachment 2
<Page>

*A Confidential Treatment Request pursuant to Rule 24(B)-2 under the
Securities Exchange Act Of 1934, as amended, for certain information in this
document has been filed with the Securities and Exchange Commission. The
information for which treatment has been sought has been deleted from such
exhibit and the deleted text replaced by an asterisk (*).

                                  ATTACHMENT 3
                              HEALTH OPTIONS, INC.
                             PARTICIPATION AGREEMENT
                                  (CAPITATION)

                COMPENSATION FOR SERVICES AND PAYMENT PROCEDURES

*

                                 Page 1 of Attachment 3
<Page>

                           *

                                   Page 2 of Attachment 3
<Page>

         *

                                      Page 3 of Attachment 3
<Page>

*A Confidential Treatment Request pursuant to Rule 24(B)-2 under the
Securities Exchange Act Of 1934, as amended, for certain information in this
document has been filed with the Securities and Exchange Commission. The
information for which treatment has been sought has been deleted from such
exhibit and the deleted text replaced by an asterisk (*).

                                  SCHEDULE "A"

                              HEALTH OPTIONS, INC.
                             PARTICIPATION AGREEMENT
                                  (CAPITATION)
                               CAPITATION PAYMENTS

The amount of the Capitation Payment, prior to adjustments under this Agreement,
for each Service Area Member shall be as follows:

*

                                 Page 1 of Schedule A

<Page>


                                  SCHEDULE "B"
                              HEALTH OPTIONS, INC.
                             PARTICIPATION AGREEMENT
                                  (CAPITATION)

                                  SERVICE AREA

Services are to be provided to Members in the counties of:

                                     BROWARD
                                      DADE
                                  INDIAN RIVER
                                     MONROE
                                   OKEECHOBEE
                                   PALM BEACH
                                    ST LUCIE


                               Page 1 of Schedule B