<PAGE>
                                                                   Exhibit 10.50

                       MISCELLANEOUS/CONSULTANT SERVICES

STATE AGENCY (Name and Address):      NYS COMPTROLLER'S NUMBER:

New York State Department of Health   ORIGINATING- AGENCY CODE: 12000
Office of Managed Care
Empire State Plaza
Corning Tower, Room 2074
Albany, NY 12237-0094

CONTRACTOR (Name and Address):        TYPE OF PROGRAM(S):

CarePlus, LLC                         Family Health Plus
21 Penn Plaza
360 West 31st Street, 5th Floor
New York, NY 10001

CHARITIES REGISTRATION NUMBER:        CONTRACT TERM
                                         FROM: October 1, 2001
                                         TO: September 30, 2003

FEDERAL TAX IDENTIFICATION NUMBER     FUNDING AMOUNT FOR CONTRACT TERM:
                                      Based on approved capitation rates

MUNICIPALITY NO. (if applicable):

STATUS:                               THIS CONTRACT IS RENEWABLE FOR ONE
                                      ADDITIONAL TWO-YEAR PERIOD AND A
CONTRACTOR IS ( ) IS NOT (X) A        SUBSEQUENT ONE-YEAR PERIOD SUBJECT TO THE
   SECTARIAN ENTITY                   APPROVAL OF THE STATE DEPARTMENT OF
                                      HEALTH, THE DEPARTMENT OF HEALTH AND HUMAN
CONTRACTOR IS ( ) IS NOT (X) A NOT-   SERVICES, AND THE OFFICE OF THE STATE
   FOR-PROFIT ORGANIZATION            COMPTROLLER

CONTRACTOR IS (X) IS NOT ( ) A
   NY STATE BUSINESS ENTERPRISE

BID OPENING DATE:

Proposal Due Dates:
March 16, 2001 (Phase I), and
April 13, 2001 (Phase II)
<PAGE>
                  FAMILY HEALTH PLUS MODEL CONTRACT ATTESTATION

I ________________________, being an individual authorized to execute agreements
on behalf of ___________________________________________________________________
                             (NAME OF MANAGED CARE ORGANIZATION)

(hereafter "MCO") hereby attest that the Family Health Plus Contract submitted
by MCO to The New York State Department of Health, follows the latest Family
Health Plus model contract supplied to us by The New York State Department of
Health. This contract contains no deviations from the aforementioned model
contract language.


-------------------------------------   ----------------------------------------
                (DATE)                                (SIGNATURE)

                                        ----------------------------------------
                                                  (PRINT NAME IN FULL)

                                        ----------------------------------------
                                                        (TITLE)


-------------------------------------
     (NOTARY SEAL AND SIGNATURE)
<PAGE>
 INSTRUCTIONS FOR MANAGED CARE ORGANIZATION EXECUTION OF 10/1/200 FAMILY HEALTH
                                 PLUS CONTRACT

     Any change to the FHPlus model contract must be prior approved by the New
York State Department of Health (SDOH) and the Centers for Medicare and Medicaid
Services (CMS). Please submit any proposed changes to the attention of the
Office of Managed Care as soon as possible to ensure timely contract execution.

     Two copies of the contract are enclosed; both copies must be fully executed
by the Managed Care Organization (MCO) and returned by July 27, 2001 to:

                                  Deborah Smead
                       New York State Department of Health
                       Bureau of Intergovernmental Affairs
                            Corning Tower, Room 2074
                             Albany, New York 12237

     Please complete the following sections of the contract as instructed below:

MISCELLANEOUS/CONSULTANT SERVICES CONTRACT COVER PAGE: Fill in the following
sections of the contract cover page:

     -    Charities Registration Number, if applicable;

     -    Federal Tax Identification Number for your organization;

     -    Municipality Number, if applicable;

     -    Status - Complete the check boxes regarding your organization's status
          as a sectarian entity, not-for-profit organization, and NYS Business
          Enterprise as appropriate.

-    SECTION 2.10 (NOTICES): Insert Contractor (MCO) name and address for
     delivery of notices. Individuals names should not be included in the
     address, but a title, e.g., Chief Executive Officer, can be included in the
     address.

-    APPENDIX B (CERTIFICATION REGARDING LOBBYING): Fill in Plan (MCO) Name on
     page B-1. Page B-3 must be signed by the responsible party at the MCO, with
     signature date, signer's title, and the organization name completed.

-    APPENDIX B-1 (STANDARD CONTRACT/BID INSERT FORM): MCOs were required to
     complete this form as part of the response to the FHPlus Recruitment. For
     those MCOs that completed and submitted B-1 during the recruitment process,
     the MCO-completed B-1 form is included as Appendix B-1 of the enclosed
     contract. Plans that did not complete B-1 during the recruitment process
     must complete and submit this form with the executed contract.

-    APPENDIX K (PREPAID BENEFIT PACKAGE): For the following services, complete
     the appropriate check box indicating whether the service is covered or
     non-covered in the MCO's Benefit Package.

     -    Family Planning and Reproductive Health Services (page K-7)

     -    Dental (page K-8)

-    APPENDIX N (PROOF OF WORKERS' COMPENSATION COVERAGE) AND APPENDIX 0 (PROOF
     OF DISABILITY INSURANCE COVERAGE): Unless the Contractor is a political
     subdivision of New York State, the Contractor must submit proof, completed
     by the Contractor's insurance carrier and/or the Workers' Compensation
     Board, of coverage for Workers' Compensation. Workers' Compensation
     Insurance or Disability Insurance coverage must be active and current when
     this contract takes effect on October 1, 2001. If the form submitted
     indicates a coverage-expiration date prior to the October 1, 2001 contract
     effective date, SDOH will not be able to process your contract until a
     current certificate is submitted. Proof of coverage consists of one of the
     following:


                     FHPLUS - OCTOBER 1, 2001 MODEL CONTRACT
                             PROCESSING INSTRUCTIONS
                                        1
<PAGE>
     FOR APPENDIX N, PROOF OF WORKERS' COMPENSATION COVERAGE:

     -    Certificate of Workers' Compensation Insurance, on the Workers'
          Compensation Board form C-105.2 or the State Insurance Fund form
          U-26.3 (naming the Dept. of Health, Corning Tower Rm. 1315, Albany, NY
          12237-0016), or

     -    Affidavit Certifying That Compensation Has Been Secured, form SI-12,
          or

     -    Statement That Applicant Does Not Require Workers' Compensation or
          Disability Benefits Coverage, form 105.21, completed for workers'
          compensation; and

     FOR APPENDIX 0, PROOF OF DISABILITY INSURANCE COVERAGE:

     -    Certificate of Insurance, form DB-120.1, or

     -    Notice of Qualification as Self Insurer Under Disability Benefits Law,
          form DB-153, or

     -    Statement That Applicant Does Not Require Workers' Compensation or
          Disability Benefits Coverage, form 105.21, completed for disability
          benefits insurance.

     SIGNATURE PAGE: The signature page is located two pages after the contract
     cover page. After completing the required contract sections noted above,
     the contract must be signed by the responsible party at the Managed Care
     Organization. The title of the signer and the signature date must be
     filled in on the signature page. The MCO signature must be notarized and
     all blanks in the notarization section must be filled in. The expiration
     date of the Notary's commission must be included on the signature page.

-    ATTESTATION FORM: If no changes have been made to standard sections of the
     contract, the Attestation Form indicating that no changes have been made to
     the contract must be signed. Return two signed originals of the Attestation
     Form.

     If changes have been made to the standard sections of the contract, prior
     approval must first be obtained from SDOH and CMS. If approved changes have
     been made to the contract, the MCO must prepare a transmittal letter which
     identifies those changes and indicates that the changes have been prior
     approved by SDOH and CMS.

      PLEASE CAREFULLY CHECK ALL SECTIONS OF THE CONTRACT FOR COMPLETENESS.

     If you have any questions regarding the process for executing the FHPlus
contract, please contact Deborah Smead or Jay Mohr at (518) 473-1584.

NOTE:

     A final copy of the provider directory and member handbook for your Family
Health Plus product must be submitted to the Office of Managed Care by August
15, 2001. All marketing plans and materials must be approved by SDOH prior to
MCO marketing and enrollment. MCOs will not be permitted to market to and enroll
potential FHPlus members prior to submission and SDOH approval of these
documents:

     -    Marketing Plan;

     -    Marketing Materials;

     -    Provider Directories;

     -    Member Handbook.

     Member Handbooks should be sent to Family Health Plus; marketing plans and
materials and provider directories should be sent to the Bureau of
Intergovernmental Affairs.


                     FHPLUS - OCTOBER 1, 2001 MODEL CONTRACT
                             PROCESSING INSTRUCTIONS
                                        2
<PAGE>
                 APPENDICES ATTACHED AND PART OF THIS AGREEMENT

<TABLE>
<S>                <C>
-X- APPENDIX A     Standard Clauses as required by the Attorney General for all
                   State contracts.

-X- APPENDIX B     Certification Regarding Lobbying

-X- APPENDIX B-1   Standard Contract/Bid Insert Form

-X- APPENDIX C     New York State Department of Health FHPlus Guidelines for the
                   Provision of Family Planning and Reproductive Health Services

-X- APPENDIX D     New York State Department of Health FHPlus Marketing
                   Guidelines

-X- APPENDIX E     New York State Department of Health FHPlus Member Handbook
                   Guidelines

-X- APPENDIX F     New York State Department of Health FHPlus Complaint and
                   Appeals Program Guidelines

-X- APPENDIX G     New York State Department of Health Guidelines for the
                   Provision of Emergency Care and Services for the FHPlus
                   Program

-X- APPENDIX H     New York State Department of Health Guidelines for the
                   Processing of Enrollments and Disenrollments for the FHPlus
                   Program

-X- APPENDIX I     New York State Department of Health Guidelines for Use of
                   Medical Residents in the FHPlus Program

-X- APPENDIX J     New York State Department of Health Guidelines for FHPlus
                   Compliance with the Americans with Disabilities Act

-X- APPENDIX K     New York State Department of Health FHPlus Prepaid Benefit
                   Package Definitions of Covered and Non-Covered Services

-X- APPENDIX L     Approved Capitation Payment Rates for the FHPlus Program
                   Service

-X- APPENDIX M     Area for the FHPlus Program

-X- APPENDIX N     Proof of Worker's Compensation Coverage

-X- APPENDIX 0     Proof of Disability Insurance Coverage

-X- APPENDIX P     FHPlus Facilitated Enrollment, if applicable

-X- APPENDIX X     Modification Agreement Form (to accompany modified appendices
                   for changes in term or consideration on an existing period or
                   for renewal periods)
</TABLE>
<PAGE>
IN WITNESS THEREOF, the parties hereto have executed or approved this AGREEMENT
on the dates below their signatures.

                                        Contract No.
                                                     ---------------------------

CONTRACTOR                              STATE AGENCY

                                        New York State Department of Health

-------------------------------------


By:                                     By:
    ---------------------------------       ------------------------------------
               Printed Name                             Printed Name

Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------

                                        State Agency Certification:

                                        "In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies of
                                        this contract."

STATE OF NEW YORK
                          SS.:
County of _____________

On the ____________ day of __________________ 19_, before me personally appeared
______________________________________ to me known, who being by me duly sworn,
did depose and say that he/she resides at _________________________, that he/she
is the ______________________________ of the ___________________________________
the corporation described herein which executed the foregoing instrument; and
that he/she signed his/her name thereto by order of the board of directors of
said corporation. (Notary)

     ATTORNEY GENERAL'S SIGNATURE             STATE COMPTROLLER'S SIGNATURE


-------------------------------------   ----------------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

Contract Cover Page/Signature Page Recitals

<TABLE>
<S>         <C>
Section 1   Definitions

Section 2   Agreement Term, Amendments, Extensions, and General Agreement
            Administration Provisions
            2.1    Term
            2.2    Amendments
            2.3    Approvals
            2.4    Entire Agreement
            2.5    Renegotiation
            2.6    Assignment and Subcontracting
            2.7    Termination
                   a.   SDOH Initiated Termination of Agreement
                   b.   Contractor and SDOH Initiated Termination
                   c.   Contractor Initiated
                   d.   Termination Due to Loss of Funding
            2.8    Close-Out Procedures
            2.9    Rights and Remedies
            2.10   Notices
            2.11   Severability

Section 3   Compensation
            3.1    Capitation Payments
            3.2    Modification of Rates During Agreement Period
            3.3    Rate Setting Methodology
            3.4    Payment of Capitation
            3.5    Denial of Capitation Payments
            3.6    SDOH Right to Recover Premiums
            3.7    Third Party Health Insurance Determination
            3.8    Supplemental Maternity Capitation Payment
            3.9    Contractor Financial Liability
            3.10   Reinsurance
            3.11   Enrollment Limitations

Section 4   Service Area

Section 5   FHPlus Eligibles

            5.1    Eligible Persons
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
                                       -1-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
Section 6    Enrollment
             6.1     Enrollment Guidelines
             6.2     Equality of Access to Enrollment
             6.3     Enrollment Decisions
             6.4     Prohibition Against Conditions on Enrollment
             6.5     Newborn Enrollment
             6.6     Effective Date of Enrollment
             6.7     Roster
             6.8     Automatic Re-Enrollment

Section 7    Initial Enrollment Period
             7.1     Initial Enrollment Period
             7.2     Disenrollment During Initial Enrollment Period
             7.3     Notifications Regarding Initial Enrollment Period and End
                        of Initial Enrollment Period

Section 8    Disenrollment
             8.1     Disenrollment Guidelines
             8.2     Disenrollment Prohibitions
             8.3     Reasons for Voluntary Disenrollment
             8.4     Processing of Disenrollment Requests
             8.5     Contractor Notification of Disenrollments
             8.6     Contractor's Liability
             8.7     Enrollee Initiated Disenrollment
             8.8     Contractor Initiated Disenrollment
             8.9     LDSS Initiated Disenrollment

Section 9    Guaranteed Eligibility

Section 10   Benefit Package, Covered and Non-Covered Services
             10.1    Contractor Responsibilities
             10.2    Compliance with Applicable Laws
             10.3    Definitions
             10.4    Provision of Services Through Participating and
                        Non-Participating Providers
             10.5    Child Teen Health Program / Adolescent Preventive
                        Services/EPSDT
             10.6    Adult Protective Services
             10.7    Court-Ordered Services
             10.8    Family Planning and Reproductive Health Services
             10.9    Prenatal Care
             10.10   Direct Access
             10.11   Emergency Services
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             10.12   Services for Which Enrollees Can Self Refer
                     a.   Mental Health and Alcohol/Substance Abuse
                     b.   Vision Services
                     c.   Diagnosis and Treatment of Tuberculosis
                     d.   Family Planning/Reproductive Health
             10.13   Second Opinions for Medical or Surgical Care
             10.14   Coordination with Local Public Health Agencies
             10.15   Public Health Services

                     a.   Tuberculosis Screening, Diagnosis and Treatment;
                             Directly Observed Therapy (TB/DOT)
                     b.   Immunizations.
                     c.   Prevention and Treatment of Sexually Transmitted
                          Diseases
                     d.   Lead Poisoning 10.16 Adults with Chronic Illnesses and
                             Physical or Developmental Disabilities
             10.17   Persons Requiring Ongoing Mental Health Services
             10.18   Member Needs Relating to HIV
             10.19   Persons Requiring Alcohol/Substance Abuse Services
             10.20   Native Americans
             10.21   Women, Infants, and Children (WIC)
             10.22   Coordination of Services

Section 11   Marketing
             11.1    Marketing Plan
             11.2    Marketing Activities
             11.3    Prior Approval of Marketing Materials, Procedures,
                        Subcontracts
             11.4    Marketing Infractions
             11.5    Additional Marketing Guidelines

Section 12   Member Services
             12.1    General Functions
             12.2    Translation and Oral Interpretation
             12.3    Communicating with the Visually, Hearing and Cognitively
                        Impaired

Section 13   Enrollee Notification
             13.1    Provider Directories/Office Hours for Participating
                        Providers
             13.2    Member ID Cards
             13.3    Member Handbooks
             13.4    Notification of Effective Date of Enrollment
             13.5    Notification of Enrollee Rights
             13.6    Enrollee's Rights To Advance Directives
             13.7    Approval of Written Notices.
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
                                       -3-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             13.8    Contractor's Duty to Report Lack of Contact
             13.9    Contractor Responsibility to Notify Enrollee of Expected
                        Effective Date of Enrollment
             13.10   LDSS Notification of Enrollee's Change in Address
             13.11   Contractor Responsibility to Notify Enrollee of Effective
                        Date of Benefit Package Change
             13.12   Contractor Responsibility to Notify Enrollee of
                        Termination, Service Area Changes and Network Changes

Section 14   Complaint and Appeal Procedure
             14.1    Contractor's  Program to Address  Complaints
             14.2    Notification of Complaint and Appeal  Program
             14.3    Guidelines  for Complaint and Appeal Program
             14.4    Complaint Investigation Determinations

Section 15   Access Requirements
             15.1    Appointment Availability Standards
             15.2    Twenty Four (24) Hour Access
             15.3    Appointment Waiting Times
             15.4    Travel Time Standards
             15.5    Service Continuation
                     a.   New Enrollees
                     b.   Enrollees Whose Health Care Provider Leaves the
                          Network
             15.6    Standing Referrals
             15.7    Specialist as a Coordinator of Primary Care
             15.8.   Specialty Care Centers

Section 16   Quality Assurance
             16.1    Internal Quality Assurance Program
             16.2    Standards of Care

Section 17   Monitoring and Evaluation
             17.1    Right To Monitor Contractor Performance
             17.2    Cooperation During Monitoring And Evaluation
             17.3    Cooperation During Annual On-Site Review
             17.4    Cooperation During Review of Services by External Review Agency

Section 18   Contractor Reporting Requirements
             18.1    Time Frames for Report Submissions
             18.2    SDOH Instructions for Report Submissions
             18.3    Liquidated Damages
             18.4    Notification of Changes in Report Due Dates, Requirements or
                        Formats
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
                                       -4-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             18.5    Reporting Requirements
                     a.   Annual Financial Statements
                     b.   Quarterly Financial Statements
                     c.   Other Financial Reports
                     d.   Encounter Data
                     e.   Quality of Care Performance Measures
                     f.   Complaint Reports
                     g.   Fraud and Abuse Reporting Requirements
                     h.   Participating Provider Network Reports
                     i.   Appointment Availability/Twenty Four Hour (24) Access
                             and Availability Surveys
                     j.   Clinical Studies
                     k.   Independent Audits
                     l.   New Enrollee Health Screening
                             Completion Report
                     m.   No Contact Report
                     n.   Additional Reports
                     o.   LDSS Specific Reports
             18.6    Ownership and Related Information Disclosure
             18.7    Revision of Certificate of Authority
             18.8    Public Access to Reports
             18.9    Professional Discipline
             18.10   Certification Regarding Individuals Who Have Been Debarred
                        or Suspended by Federal or State Government
             18.11   Conflict of Interest Disclosure
             18.12   Physician Incentive Plan Reporting

Section 19   Records Maintenance and Audit Rights
             19.1    Maintenance of Contractor Performance Records
             19.2    Maintenance of Financial Records, and Statistical Data
             19.3    Access to Contractor Records
             19.4    Retention Periods

Section 20   Confidentiality
             20.1    Confidentiality of Identifying Information about FHPlus
                        Enrollees and Applicants
             20.2    Confidentiality of Medical Records
             20.3    Length of Confidentiality Requirements

Section 21   Participating Providers
             21.1    Network Requirements
             21.2    Credentialing
             21:3    SDOH Exclusion or Termination of Providers
             21.4    Evaluation Information
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             21.5    Payment In Full
             21.6    Choice/Assignment of PCPs
             21.7    PCP Changes
             21.8    PCP Status Changes
             21.9    PCP Responsibilities
             21.10   Member to Provider Ratios
             21.11   Minimum Office Hours
             21.12   Primary Care Practitioners
             21.13   PCP Teams
             21.14   Hospitals
             21.15   Dental Networks
             21.16   Mental Health, Alcohol and Substance Abuse Providers
             21.17   Laboratory Procedures
             21.18   Federally Qualified Health Centers (FQHCs)
             21.19   Provider Services Function.

Section 22   Subcontracts and Provider Agreements
             22.1    Written Subcontracts
             22.2    Permissible Subcontracts
             22.3    Provision of Services Through Provider Agreements
             22.4    Approvals
             22.5    Required Components
             22.6    Timely Payment
             22.7    Restrictions on Disclosure
             22.8    Transfer of Liability
             22.9    Termination of Health Care Professional Agreements
             22.10   Health Care Professional Hearings
             22.11   Non-Renewal of Provider Agreements
             22.12   Physician Incentive Plan

Section 23   Fraud and Abuse Prevention Plan

Section 24   Americans With Disabilities Act Compliance Plan

Section 25   Fair Hearings
             25.1    Enrollee Access to Fair Hearing Process
             25.2    Enrollee Rights to a Fair Hearing
             25.3    Contractor Notice to Enrollees
             25.4    Aid Continuing
             25.5    Responsibilities of SDOH
             25.6    Contractor's Obligations

Section 26   External Appeal
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
                                       -6-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             26.1    Basis for External Appeal
             26.2    Eligibility For External Appeal
             26.3    External Appeal Determinations
             26.4    Compliance With External Appeal Laws and Regulations

Section 27   Intermediate Sanctions

Section 28   Environmental Compliance

Section 29   Energy Conservation

Section 30   Independent Capacity of Contractor

Section 31   No Third Party Beneficiaries

Section 32   Indemnification

             32.1    Indemnification by Contractor
             32.2    Indemnification by SDOH

Section 33   Prohibition on Use of Federal Funds for Lobbying
             33.1    Prohibition of Use of Federal Funds for Lobbying
             33.2    Disclosure Form to Report Lobbying
             33.3    Disclosure Requirements for Subcontractors

Section 34   Non-Discrimination
             34.1    Equal Access to Benefit Package
             34.2    Non-Discrimination
             34.3    Equal Employment Opportunity
             34.4    Native Americans Access to Services From Tribal or Urban
                        Indian Health Facility.

Section 35   Compliance with Applicable Laws
             35.1    Contractor and SDOH Compliance With Applicable Laws
             35.2    Nullification of Illegal, Unenforceable, Ineffective or
                        Void Agreement Provisions
             35.3    Certificate of Authority Requirements
             35.4    Contractor's Financial Solvency Requirements
             35.5    Compliance With Care For Maternity Patients
             35.6    Informed Consent Procedures for Hysterectomy and
                        Sterilization
             35.7    Non-Liability of Enrollees For Contractor's Debts
             35.8    SDOH Compliance With Conflict of Interest Laws
             35.9    Compliance With PHL Regarding External Appeals
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
                                       -7-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
Section 36   New York State Standard Contract Clauses

Section 37   Miscellaneous
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
                                       -8-
<PAGE>
       TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT APPENDICES

A.   New York State Standard Clauses and Local Standard Clauses

B.   Certification Regarding Lobbying B-1. Standard Contract/Bid Insert Form

C.   New York State Department of Health FHPlus Guidelines for the Provision of
     Family Planning and Reproductive Health Services

D.   New York State Department of Health FHPlus Marketing Guidelines

E.   New York State Department of Health FHPlus Member Handbook Guidelines

F.   New York State Department of Health FHPlus Complaint and Appeals Program
     Guidelines

G.   New York State Department of Health Guidelines for the Provision of
     Emergency Care and Services for the FHPlus Program

H.   New York State Department of Health Guidelines for the Processing of
     Enrollments and Disenrollments for the FHPlus Program

I.   New York State Department of Health Guidelines for Use of Medical Residents
     in the FHPlus Program

J.   New York State Department of Health Guidelines for FHPlus Compliance with
     the Americans with Disabilities Act

-    New York State Department of Health FHPlus Prepaid Benefit Package
     Definitions of Covered and Non-Covered Services

-    Approved Capitation Payment Rates for the FHPlus Program M. Service Area
     for the FHPlus Program

     Proof of Worker's Compensation Coverage

O.   Proof of Disability Insurance Coverage


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
                                       -9-
<PAGE>
             Table OF Contents FOR Family Health Plus Model CONTRACT

P.   FHPlus Facilitated Enrollment, if applicable

X.   Modification Agreement Form


                                     FHPLUS
                                TABLE OF CONTENTS
                                 OCTOBER 1, 2001
                                      -10-
<PAGE>
                                STATE OF NEW YORK
                               FAMILY HEALTH PLUS
                    PARTICIPATING MANAGED CARE PLAN AGREEMENT

This AGREEMENT is hereby made by and between the New York State Department of
Health ("SDOH") and CarePlus, LLC ("Contractor").

                                    RECITALS:

          WHEREAS, pursuant to Title 11-D of Article 5 of the New York State
Social Services Law ("SSL"), codified as SSL Section 369-ee, a comprehensive
health insurance program known as Family Health Plus (FHPlus) has been created
for eligible persons who do not qualify for Medical Assistance pursuant to Title
11 of Article 5 of the SSL; and

          WHEREAS, organizations certified under Article 44 of the New York
State Public Health Law ("PHL") or licensed under Article 43 of the New York
State Insurance Law are eligible to provide comprehensive health care service
programs to Eligible Persons as defined in Title ll-D of the SSL; and

          WHEREAS, the Contractor offers a comprehensive health services plan
that is able to make provision for furnishing health care benefits and has
proposed to SDOH to provide those services to Eligible Persons; and

          WHEREAS, SDOH issued a Recruitment, dated February 2, 2001
("Recruitment"), for the purpose of soliciting proposals from eligible
organizations seeking to enroll and provide comprehensive health care services
to FHPlus beneficiaries, which is on file in the offices of SDOH, and which is
hereby made a part of this Agreement as if fully set forth herein; and

          WHEREAS, the Contractor has submitted a written proposal for the
enrollment and delivery of services to FHPlus beneficiaries, which addresses the
requirements and conditions of participation specified in the Recruitment, and
which is hereby made a part of this Agreement as if set forth fully herein; and

          WHEREAS, SDOH has determined that the Contractor meets the criteria
established for selection as a FHPlus provider pursuant to the Recruitment.

          NOW THEREFORE, the parties agree as follows:


                                     FHPLUS
                                    RECITALS
                                 OCTOBER 1, 2001
                                   PAGE 1 OF 1
<PAGE>
1.   DEFINITIONS

     "Alcohol and Substance Abuse Service" means the treatment of addiction to
     alcohol and/or one or more drugs or the treatment of impairments to normal
     development or functioning including, but not limited to, social,
     emotional, familial, educational, vocational or physical impairments due to
     use of alcohol or drugs.

     "BEHAVIORAL HEALTH SERVICE" means the assessment or treatment of mental
     and/or alcohol disorders and/or substance abuse disorders.

     "BENEFIT PACKAGE" means the covered services described in Appendix K of
     this Agreement to be provided to the Enrollee, as Enrollee is hereinafter
     defined, by or through the Contractor.

     "CAPITATION RATE" means the fixed monthly amount that the Contractor
     receives for an Enrollee to provide that Enrollee with the Benefit Package.

     "CHILD/TEEN HEALTH PROGRAM" or "C/THP" means the program of early and
     periodic screening, including inter-periodic, diagnostic and treatment
     services (EPSDT) that New York State offers all Medicaid and FHPlus
     eligible children under twenty one (21) years of age. Care and services are
     provided in accordance with the periodicity schedule and guidelines
     developed by the New York State Department of Health. The services include
     administrative service designed to help families obtain services for
     children including outreach, information, appointment scheduling,
     administrative case management and transportation assistance.

     "COURT-ORDERED SERVICES" MEANS those services that the Contractor is
     required to provide to Enrollees pursuant to orders of courts of competent
     jurisdiction, provided however, that such ordered services are within the
     Contractor's Benefit Package and reimbursable under Title XIX of the
     Federal Social Security Act (See SSL 364-j(4)(r)).

     "DAYS" means calendar days except as otherwise stated.

     "DESIGNATED THIRD PARTY CONTRACTOR" means the provider who contracts with
     the SDOH to provide Family Planning Services for enrollees in FHPlus plans
     whose benefit package excludes such services.

     "DISENROLLMENT" means the process by which an Enrollee's membership in the
     Contractor's plan terminates.

     "EFFECTIVE DATE OF DISENROLLMENT" means the date on which an Enrollee may
     no longer receive services from the Contractor, pursuant to Section 6.6(b)
     d Appendix H of this Agreement.


                               FHPLUS - SECTION 1
                                  (DEFINITIONS)
                                 OCTOBER 1, 2001
                                       1-1
<PAGE>
     "Effective Date of Enrollment" means the date on which an Enrollee may
     receive services from the Contractor, pursuant to Section 6.6(b) and
     Appendix H of this Agreement.

     "ELIGIBLE PERSON" means a person whom the local department of social
     services (LDSS), state or federal government, determines to be eligible for
     FHPlus in accordance with state and federal law.

     "EMERGENCY MEDICAL CONDITION" means a medical or behavioral condition, the
     onset of which is sudden, that manifests itself by symptoms of sufficient
     severity, including severe pain, that a prudent layperson, possessing an
     average knowledge of medicine and health, could reasonably expect the
     absence of immediate medical attention to result in: (i) placing the health
     of the person afflicted with such condition in serious jeopardy, or in the
     case of a behavioral condition, placing the health of the person or others
     in serious jeopardy; or (ii) serious impairment to such person's bodily
     functions; or (iii) serious dysfunction of any bodily organ or part of such
     person; or (iv) serious disfigurement of such person.

     "ENROLLEE" means an Eligible Person who, either personally or through an
     authorized representative, has enrolled in the Contractor's plan pursuant
     to Section 6 of this Agreement.

     "ENROLLMENT" means the process by which an Enrollee's membership in a
     Contractor's plan begins.

     "ENROLLMENT BROKER" means the state and/or county contracted entity that
     provides enrollment, education, and outreach services to potential Medicaid
     managed care Enrollees; effectuates enrollments and disenrollments in
     Medicaid and FHPlus managed care; and provides other contracted services on
     behalf of the SDOH and the LDSS.

     "ENROLLMENT FACILITATOR" means an entity under contract with SDOH, and its
     agents, that assists children and adults in the Medicaid, Family Health
     Plus, Child Health Plus and/or WIC application and enrollment process. This
     includes assisting potentially eligible family members and adults in
     completing the required application form, conducting, the face-to-face
     interview, assisting in the collection of required documentation, assisting
     in the health plan selection process, and referring individuals to WIC or
     other appropriate sites.

     "EXPERIENCED HIV PROVIDER" means an entity grant funded by the SDOH AIDS
     Institute to provide clinical and/or supportive services or an entity
     licensed or certified by the SDOH to provide HIV/AIDS services.


                               FHPLUS - SECTION 1
                                  (DEFINITIONS)
                                 OCTOBER 1, 2001
                                       1-2
<PAGE>
     "FACILITATED ENROLLMENT" means the simplified, user friendly enrollment
     infrastructure established by SDOH to assist children and adults in
     applying for the Medicaid, Family Health Plus or Child Health Plus programs
     or the Special Supplemental. Food Program for Women, Infants, and Children
     (WIC), using a joint application.

     "FAMILY HEALTH PLUS OR FHPLUS" means the program established under Title
     11-D, Section 369-ee of the Social Services Law.

     "FISCAL AGENT" means the entity that processes or pays vendor claims on
     behalf of the Medicaid state agency pursuant to an agreement between the
     entity and such agency.

     "GUARANTEED ELIGIBILITY" MEANS the period beginning on the effective date
     of the FHPlus Eligible's initial enrollment in a FHPlus plan and ending six
     (6) months thereafter, during which the Enrollee may be entitled to
     continued enrollment in the Contractor's plan despite the loss of FHPlus
     eligibility provided that Federal financial participation in the cost of
     such coverage is available.

     "HEALTH PROVIDER NETWORK" OR "HPN" means a closed communication network
     dedicated to secure data exchange and distribution of health related
     information between various health facility providers and the SDOH. HPN
     functions include: collection of Medicaid/FHPlus complaint and
     disenrollment information; collection of Medicaid/FHPlus financial
     reports; collection and reporting of managed care provider networks systems
     (PNS); and the reporting of Medicaid/FHPlus encounter data systems (MEDS).

     "HIV PRIMARY PREVENTION" means the reduction or control of causative
     factors for HIV, including the reduction of risk factors. HIV Primary
     Prevention includes strategies to help prevent uninfected Enrollees from
     acquiring HIV, i.e., behavior counseling for HIV negative Enrollees with
     risk behavior. Primary prevention also includes strategies to help prevent
     infected Enrollees from transmitting HIV infection, i.e., behavior
     counseling with an HIV infected Enrollee to reduce risky sexual behavior or
     providing antiviral therapy to a pregnant, HIV infected female to prevent
     transmission of HIV infection to a newborn.

     "HIV SECONDARY PREVENTION" MEANS promotion of early detection and treatment
     of HIV disease in an asymptomatic Enrollee to prevent the development of
     symptomatic disease. This includes: regular medical assessments; routine
     immunization for preventable infections; prophylaxis for opportunistic
     infections; regular dental, optical, dermatological and gynecological care;
     optimal diet/nutritional supplementation; and partner notification services
     which lead to the early detection and treatment of other infected persons.


                               FHPLUS - SECTION 1
                                  (DEFINITIONS)
                                 OCTOBER 1, 2001
                                       1-3
<PAGE>
"HIV SPECIALIST PCP" means a Primary Care Provider that meets the following
criteria:

     -    Direct clinical management of persons with HIV as part of a
          postgraduate program, clinic, hospital-based or private practice
          during the last two years. Primary ambulatory care of HIV-infected
          patients should include the management of patients receiving
          antiretroviral therapy over an extended period of time. This
          experience should equal twenty patient years experience, and

     -    Ten hours annually of Continuing Medical Education (CME) that includes
          information on the use of antiretroviral therapy in the ambulatory
          care setting.

"INITIAL ENROLLMENT PERIOD" means the one year period of time during which the
Enrollee may not disenroll from the Contractor's plan and enroll in a different
FHPlus plan, except during the initial 90 days or unless the Enrollee can
demonstrate good cause as defined by the State Department of Health.

"INPATIENT STAY PENDING ALTERNATE LEVEL OF MEDICAL CARE" means continued care in
a hospital pending placement in an alternate lower medical level of care,
consistent with the provisions of 18NYCRR 505.20 and 1 ONYCRR, Part 85.

"MANAGED CARE ORGANIZATION" or. "MCO" means a health maintenance organization
("HMO"), prepaid health service plan ("PHSP"), or integrated delivery system
("IDS") certified under Article 44 of the New York State P.H.L or a corporation
licensed pursuant to Article 43 of the State Insurance Law.

"MARKETING" means any. activity of the Contractor, subcontractor or individuals
or entities affiliated with the Contractor by which information about the
Contractor is made known to potential Enrollees for the purpose of persuading
such persons to enroll with the Contractor.

"MARKETING REPRESENTATIVE" means any individual or entity engaged by the
Contractor to market on behalf of the Contractor.

"MEDICAID MANAGEMENT INFORMATION SYSTEM" or "MMIS" means the Medical Assistance
Information and Payment System of the SDOH.

"MEDICAL RECORD" means a complete record of care rendered by a provider
documenting the care rendered to the Enrollee, including inpatient, outpatient,
and emergency care, in accordance with all applicable federal, state and local
laws, rules and regulations. Such record shall be signed by the medical
professional rendering the services.

"MEDICALLY NECESSARY" means health care and services that are necessary to
prevent, diagnose, manage or treat conditions in the person that cause acute


                               FHPLUS - SECTION 1
                                  (DEFINITIONS)
                                 OCTOBER 1, 2001
                                       1-4
<PAGE>
suffering, endanger life, result in illness or infirmity, interfere with such
person's capacity for normal activity, or threaten some significant handicap.

"MEMBER HANDBOOK" means the publication prepared by the Contractor and issued to
new enrollees to inform them how to access health care services and explain
their rights and responsibilities as a FHPlus enrollee. For purposes of Article
48 and 49 of the New York State Insurance Law, the Member Handbook shall be
deemed a subscriber contract.

"NATIVE AMERICAN" means, for purposes of this Agreement, a person identified in
the Medicaid eligibility system as a Native American.

"NONCONSENSUAL ENROLLMENT" means Enrollment of an Eligible Person in a FHPlus
plan without the consent of the Eligible Person or consent of a person with the
legal authority to act on behalf of the Eligible Person at the time of
Enrollment.

"NON-PARTICIPATING PROVIDER" means a provider of medical care and/or services
with which the Contractor has no Provider Agreement.

"PARTICIPATING PROVIDER" means a provider of medical care and/or services that
has a Provider Agreement with the Contractor.

"PHYSICIAN INCENTIVE PLAN" or "PIP" means any compensation arrangement between
the Contractor or one of its contracting entities and a physician or physician
group that may directly or indirectly have the effect of reducing or limiting
services furnished to Family Health Plus Enrollees enrolled by the Contractor.

"PREPAID CAPITATION PLAN ROSTER" OR "ROSTER" means the enrollment list
generated. on a monthly basis by SDOH by which LDSS and Contractor are informed,
of specifically which recipients the Contractor will be serving for the coming
month, subject to any revisions communicated in writing or electronically by
SDOH, LDSS, or the Enrollment Broker.

"PREVENTIVE CARE" means the care or services rendered to avert disease/illness
and/or its consequences. There are three levels of preventive care: primary,
such as immunizations, aimed at preventing disease; secondary, such as disease
screening programs aimed at early detection of disease; and tertiary, such as
physical therapy, aimed at restoring function after the disease has occurred.
Commonly, the term "preventive care" is used to designate prevention and early
detection programs rather than treatment programs.

"PRIMARY CARE PROVIDER" or "PCP" means a qualified physician or certified nurse
practitioner or team of no more than four (4) qualified physicians/certified


                               FHPLUS - SECTION 1
                                  (DEFINITIONS)
                                 OCTOBER 1, 2001
                                       1-5
<PAGE>
nurse practitioners which provides all required primary care services contained
in the Benefit Package to Enrollees.

"PROVIDER AGREEMENT" means any written contract between the Contractor and
Participating Providers to provide medical care and/or services to Contractor's
Enrollees.

"SUPPLEMENTAL MATERNITY CAPITATION PAYMENT" means the fixed amount paid to the
Contractor in addition, to the monthly Capitation Rate for the inpatient and
outpatient costs of services normally provided as part of maternity care
including antepartum care, delivery and post partum care,

"TUBERCULOSIS DIRECTLY OBSERVED THERAPY" or "TB/DOT" means the direct
observation of ingestion of oral TB medications to assure patient compliance
with the physician's prescribed medication regimen.

"URGENT MEDICAL CONDITION" means a medical or behavioral condition other than an
emergency condition, manifesting itself by acute symptoms of sufficient severity
that, in the assessment of a "prudent lay person", possessing an average
knowledge of medicine and health, could reasonably be expected to result in
serious impairment of bodily functions, serious dysfunction of a bodily organ,
body part, or mental ability, or any other condition that would place the health
or safety of the Enrollee or another individual in serious jeopardy in the
absence of medical or behavioral treatment within twenty four (24) hours.


                               FHPLUS - SECTION 1
                                  (DEFINITIONS)
                                 OCTOBER 1, 2001
                                       1-6
<PAGE>
AGREEMENT TERM, AMENDMENTS, EXTENSIONS, AND GENERAL AGREEMENT ADMINISTRATION
PROVISIONS

     2.1  Term

          a)   This Agreement is effective October 1, 2001 and shall remain in
               effect until September 30, 2003 or until the execution of an
               extension, renewal or successor Agreement approved by the SDOH,
               the Department of Health and Human Services (DHHS), the Office of
               the State Comptroller (OSC), and any other entities as required
               by law or regulation, whichever occurs first.

This Agreement shall not be automatically renewed at its expiration. The parties
to this Agreement shall have the option to renew this Agreement for an
additional two (2) year term and for a subsequent one

          b)   (1) year term, subject to the approval of SDOH, DHHS, OSC, and.
               any other entities as required by law or regulation.

               The maximum duration of this Agreement is five (5) years. An
               extension to this Agreement beyond the five year maximum may be
               granted for reasons including, but not limited to, the following;

               I.   Negotiations for a successor agreement will not he completed
                    by the expiration date of the cur) Agreement; or

               II.  The Contractor has submitted a termination notice and
                    transition of Enrollees will not be completed by the
                    expiration date of the current Agreement.

          d)   Notwithstanding the foregoing, this Agreement will automatically
               terminate upon the expiration of federal financial participation
               for the program:

     2.2  Amendments

               This Agreement may be modified only in writing. Unless otherwise
               specified in this Agreement, modifications must be approved by
               the DHHS, signed by the parties and approved by OSC and any other
               entities as required by law or regulation, prior to the end of
               the quarter in which the amendment is to be effective.


                               FHPLUS - SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                AND GENERAL AGREEMENT ADMINISTRATION PROVISIONS)
                                 OCTOBER 1, 2001
                                       2-1
<PAGE>
     2.3. Approvals

               This Agreement and any amendments to this Agreement shall not be
               effective or binding unless and until approved, in writing, by
               the DHHS, OSC, and any other entity as required in law and
               regulation. SDOH will provide a notice of such approval to the
               Contractor.

     2.4  Entire Agreement

               This Agreement, including those attachments, schedules,
               appendices, exhibits, and addenda that have been specifically
               incorporated herein and written plans submitted by the Contractor
               and maintained on file by SDOH and/or LDSS pursuant to this
               Agreement, contains all the terms and conditions agreed upon by
               the parties, and no other Agreement, oral or otherwise, regarding
               the subject matter of this Agreement shall be deemed to exist or
               to bind any of the parties or vary any of the terms contained in
               this Agreement. In the event of any inconsistency or conflict
               among the document elements of this Agreement, such inconsistency
               or conflict shall be resolved by giving precedence to the
               document elements in the following order:

               1)   Appendix A, Standard Clauses for all New York State
                    Contracts

               2)   The body of this Agreement;

               3)   The appendices attached to the body of this Agreement; other
                    than Appendix A, the Recruitment Notice and the Contractor's
                    Response

               4)   The Contractor's approved:

                    i)   Marketing Plan on file with SDOH and LDSS

                    ii)  Complaint and Appeals Procedure on file with SDOH

                    iii) Quality Assurance Plan on file with SDOH

                    iv)  Americans with Disabilities Act Compliance Plan on file
                         with SDOH

                    v)   Fraud and Abuse Prevention Plan on file with SDOH.

               5)   New York State Department of Health Recruitment of
                    Participating Managed Care Plans for the Family Health Plus
                    Program, dated February 2, 2001, a copy of which is
                    incorporated by reference herein and is on file with the New
                    York STATE Department of Health, Office of Medicaid
                    Management ("Recruitment")

               6)   Family Health Plus Plan Recruitment Proposal of CarePlus,
                    LLC, dated March 15, 2001, a copy of which is incorporated
                    by reference herein and is on file with the New York State
                    Department of Health, Office of Medicaid Management
                    ("Proposal").


                               FHPLUS - SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                AND GENERAL AGREEMENT ADMINISTRATION PROVISIONS)
                                 OCTOBER 1, 2001
                                       2-2
<PAGE>
     2.5  Renegotiation

          The parties to this Agreement shall have the right and obligation to
          renegotiate the terms and conditions of this Agreement in the event
          applicable local, state or federal law, regulations or policy are
          altered from those existing at the time of this Agreement in order to
          be in continuous compliance therewith. This Section shall not limit
          the right of the parties to this Agreement to renegotiate or amend
          other terms and conditions of this Agreement. Such changes shall only
          made with the consent of the parties and the prior approval of the
          DHHS.

     2.6  Assignment and Subcontracting

          a)   The Contractor shall not, without SDOH's prior written consent,
               assign, transfer, convey, sublet, or otherwise dispose of this
               Agreement; of the Contractors right, title, interest,
               obligations, or duties under the Agreement; of the Contractor's
               power to execute the Agreement; or, by power of attorney or
               otherwise, of any of the Contractor's rights to receive monies
               due or to become due under this Agreement. SDOH agrees that it
               will not unreasonably withold consent of the Contractor's
               assignment of this Agreement, in whole or in part, to a parent,
               affiliate or subsidiary corporation, or to a transferee of all or
               substantially all of its assets. Any assignment, transfer,
               conveyance, sublease, or other disposition without SDOH's consent
               shall be void.

          b)   Contractor may not enter into any subcontracts related to the
               delivery of services to Enrollees, except by a written agreement,
               as set forth in Section 22 of this Agreement. The Contractor may
               subcontract for provider services and management services
               including, but- not limited to, marketing, quality assurance and
               utilization review activities and such other services as are
               acceptable to SDOH. If such written agreement would be between
               Contractor and a provider of health care or ancillary health
               services or between Contractor and an independent practice
               association, the agreement must be in a form previously approved
               by SDOH. If such subcontract is for management services under 10
               NYCRR Part 98.11, it must be approved by SDOH prior to its
               becoming effective. Any subcontract entered into by Contractor
               shall fulfill the requirements of 42 CFR Parts 434 and 438 to the
               extent such regulations are or become effective that are
               appropriate to the service or activity delegated under such
               subcontract. Contractor agrees that it shall remain legally
               responsible to SDOH for carrying out all activities under this


                               FHPLUS - SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                AND GENERAL AGREEMENT ADMINISTRATION PROVISIONS)
                                 OCTOBER 1, 2001
                                       2-3
<PAGE>
               Agreement and that no subcontract shall limit or terminate
               Contractor's responsibility.

     2.7  Termination

          a)   SDOH Initiated Termination of Agreement

               i)   SDOH shall have the right to terminate this Agreement, in
                    whole or in part if the Contractor:

                    A)   takes any action that threatens the health, safety, or
                         welfare of its Enrollees;

                    B)   has engaged in an unacceptable practice under 18
                         NYCRR, Part 515, that affects the fiscal integrity of
                         the Medicaid/FHPlus program;

                    C)   has its Certificate of Authority suspended, limited or
                         revoked by SDOH or has its license suspended, limited
                         or revoked by the State Insurance Department;

                    D)   materially breaches the Agreement or fails to comply
                         with any term or condition of this Agreement that is
                         not cured within twenty (20) days, or to such longer
                         period as the parties may agree, of SDOH's written
                         request for compliance;

                    E)   becomes insolvent;

                    F)   brings a proceeding. voluntarily, or has a proceeding
                         brought against it involuntarily, under Title 11 of the
                         U.S. Code (the Bankruptcy Code);

                    G)   changes the provider network, such that Enrollees
                         access to the Contractor's services is no longer
                         consistent with the standards set forth in Sections 15,
                         21 and 22 and Appendix I of this Agreement; or

                    H)   knowingly has a director, officer, partner or person
                         owning or controlling more than five percent (5%) of
                         the Contractor's equity, or has an employment,
                         consulting, or other agreement with such a person for
                         the provision of items and/or services that are
                         significant to the Contractor's contractual obligation
                         who has been debarred or suspended by the federal,
                         state or local government, or otherwise excluded from
                         participating in procurement activities.

               ii)  The SDOH will notify the Contractor of its intent to
                    terminate this Agreement for the Contractor's failure to
                    meet the requirements of this Agreement and provide
                    Contractor with a hearing prior to the termination.


                               FHPLUS - SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                AND GENERAL AGREEMENT ADMINISTRATION PROVISIONS)
                                 OCTOBER 1, 2001
                                       2-4
<PAGE>
               iii) If SDOH suspends, limits or revokes Contractor's Certificate
                    of Authority under P.H.L. Section 4404 or if the State
                    Insurance Department (SID) suspends, limits or revokes
                    Contractor's license, this Agreement shall expire on the
                    date the Contractor ceases to have authority to serve the
                    designated geographic area The Contractor will be allowed to
                    continue to serve any designated geographic areas not
                    affected by such actions. No hearing will be required if the
                    Agreement expires due to SDOH suspension, limitation or
                    revocation of the Contractor's Certificate of Authority or
                    due to SID suspension, limitation, or revocation of the
                    Contractor License.

                    Prior to the effective date of the termination the SDOH
                    shall notify Enrollees of the termination, or delegate
                    responsibility for such notification to the Contractor, and
                    such notice shall include a statement that Enrollees may
                    disenroll immediately without cause.

               Contractor and SDOH Initiated Termination

               The Contractor and the SDOH each shall have the right to
               terminate this Agreement in the event that SDOH and the
               Contractor fail to reach agreement on the monthly Capitation
               Rates. In such event, the party exercising its right shall give
               the other party written notice specifying the reason for and the
               effective date of termination, which shall not be less time than
               will permit an orderly disenrollment of Enrollees or transfer to
               another MCO, but no more than ninety (90) days.

               Contractor Initiated Termination

          i)   The Contractor shall have the right to terminate this Agreement
               in the event that SDOH materially breaches the Agreement or fails
               to comply with any term or condition of this Agreement that is
               not cured within twenty (20) days, or within such longer. period
               as the parties may agree, of the Contractor's written request for
               compliance. The Contractor shall give SDOH' written notice
               specifying the reason for and the effective date of the
               termination, which shall not be less time than will permit an
               orderly disenrollment of Enrollees or transfer to another managed
               care program, but no more than ninety (90) days.

          ii)  The Contractor shall have the right to terminate this Agreement
               in the event that its obligations are materially changed by
               modifications to this Agreement and its Appendices by SDOH. In


                               FHPLUS - SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                AND GENERAL AGREEMENT ADMINISTRATION PROVISIONS)
                                 OCTOBER 1, 2001
                                       2-5
<PAGE>
               such event, Contractor shall give SDOH written notice within
               thirty (30) days of notification of changes to the Agreement or
               Appendices specifying the reason and the effective date of
               termination, which shall not be less time than will permit an
               orderly disenrollment of Enrollees or transfer to another MCO,
               but no more than ninety (90) days.

          iii) The Contractor shall also have the right to terminate this
               Agreement if the Contractor is unable to provide services
               pursuant to this Agreement because of a natural disaster and/or
               an act of God to such a degree that Enrollees cannot obtain
               reasonable access to services within the Contractor's
               organization, and, after diligent efforts, the Contractor cannot
               make other provisions for the delivery of such services. The
               Contractor shall give SDOH written notice of any such termination
               that specifies:

                    A)   the reason for the termination, with appropriate
                         documentation of the circumstances arising from a
                         natural disaster and/or an act of God that preclude
                         reasonable access to services;

                    B)   the Contractor's attempts to make other provision for
                         the delivery of services; and

                    C)   the effective date of the termination, which shall not
                         be less time than will permit an orderly disenrollment
                         of Enrollees or transfer to another MCO, but no more
                         than ninety (90) days.

               Termination Due To Loss of Funding

               In the event that State and/or Federal funding used to pay for
               services under this Agreement is reduced so that payments cannot
               be made in full, this Agreement shall automatically terminate,
               unless both parties agree to a modification. of the obligations
               under this Agreement. The effective date of such termination
               shall be ninety (90) days after the Contractor receives written
               notice of the reduction in payment, unless available funds are
               insufficient to continue payments in full during the ninety (90)
               day period, in which case SDOH shall give the Contractor written
               notice of the earlier date upon which the Agreement shall
               terminate. A reduction in State and/or Federal funding cannot
               reduce monies due and owing to the Contractor on or before the
               effective date of the termination of the Agreement.


                               FHPLUS - SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                AND GENERAL AGREEMENT ADMINISTRATION PROVISIONS)
                                 OCTOBER 1, 2001
                                       2-6
<PAGE>
     2.8  Close-Out Procedures

          Upon termination or expiration of this Agreement and in the event that
          it is not scheduled for renewal, the Contractor shall comply with
          close-out procedures that the Contractor develops in conjunction with
          LDSS and that the LDSS, and the SDOH have approved. The close-out
          procedures shall include the following:

          a)   The Contractor shall promptly account for and repay funds
               advanced by SDOH for coverage of Enrollees for periods subsequent
               to the effective date of termination;

          b)   The Contractor shall give SDOH, and other authorized federal,
               state or local agencies access to all books, records, and other
               documents and upon request, portions of such: books, records, or
               documents that may be required by such agencies pursuant to the
               terms of this Agreement;

          c)   The Contractor shall submit to SDOH and other authorized federal,
               state or local agencies, within ninety (90) days of termination,
               a final financial statement and audit report relating to this
               Agreement, made by a certified public accountant or a licensed
               public accountant, unless the Contractor requests of SDOH and
               receives written approval from SDOH and all other governmental
               agencies from which approval is required, for an extension of
               time for this submission;

          d)   The Contractor shall furnish to SDOH immediately upon receipt all
               information related to any request for reimbursement of any
               medical claims that result from services delivered after the date
               of termination of this Agreement;

          e)   The Contractor shall establish an appropriate plan acceptable to
               and prior approved by the SDOH for the orderly disenrollment of
               Enrollees or transfer to another MCO. This plan shall include the
               provision of pertinent information to identified Enrollees who
               are: pregnant; currently receiving treatment for a chronic or
               life threatening condition; prior approved for services or
               surgery; or whose care is being monitored by a case manager to
               assist them in making decisions which will promote continuity of
               care.

          f)   The Contractor shall allow an Enrollee who has entered the second
               trimester of pregnancy to continue treatment with a Participating
               Provider for a transitional period that includes the provision of
               post-


                               FHPLUS - SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                AND GENERAL AGREEMENT ADMINISTRATION PROVISIONS)
                                 OCTOBER 1, 2001
                                       2-7
<PAGE>
               partum care directly related to the delivery; only if a
               participating provider is willing to:

               i)   accept reimbursement from the Contractor at rates
                    established by the Contractor as payment in full, which
                    rates shall be no more than the level of reimbursement
                    applicable to similar providers within the Contractor's
                    network for such services;

               ii)  adhere to the Contractor's quality assurance requirements
                    and agree to provide to the Contractor necessary medical
                    information related to such care; and

               iii) otherwise adhere to the Contractor's policies and procedures
                    including, but not limited to, procedures regarding
                    referrals and obtaining pre-authorization in a treatment
                    plan approved by the Contractor;

          g)   SDOH shall promptly pay all claims and amounts owed to the
               Contractor;

          h)   Any termination of this Agreement by either the Contractor or
               SDOH shall be done by amendment to this Agreement, unless the
               contract is terminated by the SDOH due to conditions in Section
               2.7 a.(i) or Appendix A of this Agreement.

     2.9  Rights and Remedies

          The rights and remedies of SDOH and the Contractor provided expressly
          in this Section shall not be exclusive and are in addition to all
          other rights and remedies provided by law or under this Agreement.

     2.10 Notices

          All notices to be given under this Agreement shall be in writing and
          shall be deemed to have been given when mailed to, or, if personally
          delivered, when received by the Contractor and the SDOH at the
          following addresses:

          For SDOH:
          New York State Department of Health Empire
          State Plaza
          Corning Tower, Rm. 2074
          Albany, NY 12237-0065


                               FHPLUS - SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                AND GENERAL AGREEMENT ADMINISTRATION PROVISIONS)
                                 OCTOBER 1, 2001
                                       2-8
<PAGE>
          For the Contractor:

          ----------------------------

          ----------------------------

          ----------------------------

          ----------------------------
          [INSERT NAME AND ADDRESS]

     2.11 Severability

          If this Agreement contains any unlawful provision that is not an
          essential part of this Agreement and that was not a controlling or
          material inducement to enter into this Agreement, the provision shall
          have no effect and, upon notice by either party, shall be deemed
          stricken from this Agreement without affecting the binding force of
          the remainder of this Agreement.


                               FHPLUS - SECTION 2
                    (AGREEMENT TERM; AMENDMENTS, EXTENSIONS,
                AND GENERAL AGREEMENT ADMINISTRATION PROVISIONS)
                                 OCTOBER 1, 2001
                                       2-9
<PAGE>
3.   COMPENSATION

     3.1  Capitation Payments

          Compensation to the Contractor shall consist of a monthly capitation
          payment for each Enrollee and the Supplemental Maternity Capitation
          Payment where applicable.

          a)   In no event shall monthly capitation payments to the Contractor
               for the Benefit Package exceed the cost of providing the Benefit
               Package on a fee-for-service basis to an actyarially equivalent,
               non-enrolled population group Upper Payment Limit (UPL) as
               determined by SDOH.

          b)   The monthly Capitation Rates are attached hereto as Appendix L
               and shall be deemed incorporated into this Agreement without
               further action by the parties.

          c)   The monthly capitation payments and the Supplemental Maternity
               Capitation Payment to the Contractor shall constitute full and
               complete payments to the Contractor for all services that the
               Contractor provides pursuant to this Agreement.

          d)   Capitation Rates shall be effective for the entire Agreement
               period, except as described in Section 3.2.

     3.2  Modification of Rates During Agreement Period

          a)   Any technical modification to Capitation Rates during the term
               of the Agreement as agreed to by the Contractor, including but
               not limited to, changes to the Benefit Package, shall be deemed
               incorporated into this Agreement without further action by the
               parties, upon approval and written notice to the Contractor by
               SDOH.

          b)   Any other modification to Capitation Rates, as agreed to by SDOH
               and the Contractor during the term of the Agreement shall be
               deemed incorporated into this Agreement without further action by
               the parties upon approval of such modifications by the SDOH and
               the State Division of the Budget.

          c)   In the event that SDOH and the Contractor fail to reach agreement
               on modifications to the monthly Capitation Rates, the SDOH will
               provide formal written notice to the Contractor of the amount and
               effective date of the modified Capitation Rates approved by the
               State Division of the Budget. The Contractor shall have the
               option of terminating this Agreement if such approved modified
               Capitation Rates are not acceptable. In such case, the Contractor
               shall give written notice to


                               FHPLUS - SECTION 3
                                 (COMPENSATION)
                                 OCTOBER 1, 2001
                                       3-1
<PAGE>
               the SDOH within thirty (30) days of the date of the formal
               written notice of the modified Capitation Rates from SDOH
               specifying the reasons for and effective date of termination. The
               effective date of termination shall be ninety (90) days from the
               date of the Contractor's written notice, unless the SDOH
               determines that an orderly transfer to another MCO can be
               accomplished in fewer days. During the period commencing with the
               effective date of the SDOH modified Capitation Rates through the
               effective date of termination of the Agreement, the Contractor
               shall have the option of continuing to receive capitation
               payments at the expired Capitation Rates or at the modified
               Capitation Rates approved by SDOH and State Division of the
               Budget for the rate period.

               If the Contractor fails to exercise its right to terminate in
               accordance with this Section, then the modified Capitation Rates
               approved by SDOH and the State Division of the Budget shall be
               deemed incorporated into this Agreement without further action by
               the parties as of the effective date of the modified Capitation
               Rates as established by SDOH and approved by State Division of
               the Budget.

     3.3  Rate Setting Methodology

          Capitation Rates are determined using a prospective methodology
          whereby cost, utilization and other rate-setting data available for
          the time period prior to the time period covered by the rates are used
          to establish premiums. Capitation rates will not be retroactively
          adjusted to reflect actual fee-for-service data or plan experience for
          the time period covered by the rates.

     3.4  Payment of Capitation

          a)   The monthly capitation payments for each Enrollee are due to the
               Contractor from the Effective Date of Enrollment until the
               Effective Date of Disenrollment of the Enrollee or termination of
               this Agreement, whichever occurs first. The Contractor shall
               receive a full month's capitation payment for the month in which
               disenrollment occurs. The Roster generated by SDOH with any
               modification communicated electronically or in writing by the
               LDSS or the Enrollment Broker prior to the end of the month in
               which the Roster is generated, shall be the enrollment list for
               purposes of MMIS premium billing and payment, as discussed in
               Section 6.7 and Appendix H.

          b)   Upon receipt by the Fiscal Agent of a properly completed claim
               for monthly capitation payments submitted by the Contractor
               pursuant to this Agreement, the Fiscal Agent will promptly
               process such claim for payment through MMIS and use its best
               efforts to complete such


                               FHPLUS - SECTION 3
                                 (COMPENSATION)
                                 OCTOBER 1, 2001
                                       3-2
<PAGE>
               processing within thirty (30) business days from date of receipt
               of the claim by the, Fiscal Agent. Processing of Contractor
               claims shall be in compliance with the requirements of 42 CFR
               Section 447.45. The Fiscal Agent will also use its best efforts
               to resolve any billing problem relating to the Contractor's
               claims as soon as possible. In accordance with Section 41 of the
               State Finance Law, the State and LDSS shall have no liability
               under this Agreement to the Contractor or anyone else beyond
               funds appropriated and available for payment of Family Health
               Plus care, services and supplies.

     3.5  Denial of Capitation Payments

          If the Health Care Financing Administration (HCFA) denies payment for
          new Enrollees, as authorized by Social Security Act (SSA) Section
          1903(m)(5) and 42 CFR Section 434:67, or such other applicable federal
          statutes or regulations, based upon a determination that Contractor
          failed substantially to provide, medically necessary items and
          services, imposed premium amounts or charges in excess of permitted
          payments, engaged in discriminatory practices as described in SSA
          Section 1932(e)(1)(A)(iii), misrepresented or falsified information
          submitted to HCFA, SDOH, LDSS, the Enrollment Broker, or an Enrollee,
          potential Enrollee, or health care provider, or failed to comply with
          federal requirements (i.e. 42 CFR Section 417.479 and 42 CFR Section
          434.70) relating to the Physician Incentive Plans, SDOH will deny
          capitation payments to the Contractor for the same Enrollees for the
          period of time for which HCFA denies such payment.

     3.6  SDOH Right to Recover Premiums

          The parties acknowledge and accept that the SDOH has a right to
          recover premiums paid to the Contractor for Enrollees listed on the
          monthly Roster who are later determined for the entire applicable
          payment month, to have been in an institution; to have been
          incarcerated; to have moved out of the Contractor's service area
          subject to any time remaining in the Enrollee's Guaranteed Eligibility
          period; or to have died. In any event, the State may only recover
          premiums paid for FHPlus Enrollees listed on a Roster if. it is
          determined by the SDOH that the Contractor was not at risk for
          provision of Benefit Package services for any portion of the payment
          period.

     3.7  Third Party Health Insurance Determination

          The Contractor and the LDSS will make diligent efforts to determine
          whether Enrollees have third party health insurance (TPHI). The LDSS
          shall use its best efforts to maintain third party information on the
          WMS/MMIS Third Party Resource System. The Contractor shall make good
          faith efforts to coordinate benefits with and collect TPHI recoveries
          from other insurers, and must inform the LDSS of any known changes in


                               FHPLUS - SECTION 3
                                 (COMPENSATION)
                                 OCTOBER 1, 2001
                                       3-3
<PAGE>
          status of TPHI insurance eligibility within thirty (30) days of
          learning of a change in TPHI. The Contractor may use the Roster as one
          method to determine TPHI information. The Contractor will be permitted
          to retain 100 percent of any reimbursement for Benefit Package
          services obtained from TPHI. Capitation Rates are net of TPHI
          recoveries. In no instances may an Enrollee be held responsible for
          disputes over these recoveries.

     3.8  Supplemental Maternity Capitation Payment

          a)   The Contractor shall be responsible for all costs and services
               included in the Benefit Package associated with the maternify
               care of an Enrollee.

          b)   In instances where the Enrollee is enrolled in the Contractor's
               plan under Family Health Plus on the date of the delivery of a
               child, the Contractor shall be entitled to receive a Supplemental
               Maternity Capitation Payment. The Supplemental Maternity
               Capitation Payment reimburses the Contractor for the inpatient
               and outpatient costs of services normally provided as part of
               maternity care, including antepartum care, delivery and
               post-partum care. The Supplemental Maternity Capitation Payment
               is in addition to the monthly Capitation Rate paid by the SDOH to
               the Contractor for the Enrollee.

          c)   In instances where the Enrollee was enrolled in the Contractor's
               plan under Family Health Plus for only part of the pregnancy, but
               was enrolled on the date of the delivery of the child, the plan
               shall be entitled to receive the entire Supplemental Maternity
               Capitation Payment. The Supplemental Capitation payment shall not
               be prorated to reflect that the Enrollee was not a member of the
               Contractor's plan for the entire duration of the pregnancy.

          d)   In instances where the Enrollee was enrolled in the Contractor's
               plan under Family Health Plus for part of the pregnancy, but was
               not enrolled on the date of the delivery of the child, the
               Contractor shall not be entitled to receive the Supplemental
               Maternity Capitation Payment, or any portion thereof.

          e)   Costs of inpatient and outpatient care associated with maternity
               cases that end in termination or miscarriage shall be reimbursed
               to the Contractor through the monthly Capitation Rate for the
               Enrollee and the Contractor shall not receive the Supplemental
               Maternity Capitation Payment.

          f)   The Contractor must maintain on file evidence of payment of the
               delivery, plus any other inpatient and outpatient services for
               the maternity care of the Enrollee to be eligible to receive a
               Supplemental Maternity Capitation Payment. Failure to have
               supporting records may, upon audit, result in recoupment of the
               Supplemental Maternity Capitation Payment by the SDOH.


                               FHPLUS - SECTION 3
                                 (COMPENSATION)
                                 OCTOBER 1, 2001
                                       3-4
<PAGE>
     3.9  Contractor Financial Liability

          Contractor shall not be financially liable for any services rendered
          to an Enrollee prior to his or her Effective Date of Enrollment in the
          Contractor's PLAN.

     3.10 Reinsurance

          The Contractor shall purchase reinsurance coverage unless it can
          demonstrate to SDOH's satisfaction the ability to self-insure. The
          cost of purchasing reinsurance shall be allowed it the calculation of
          capitation rates, provided that such costs are determined to be
          reasonable by the SDOH. Recoveries from reinsurance shall also be
          reflected in the Contractor's financial reports as a reduction to
          claims experience and shall be considered in the calculation of
          capitation rates.

     3.11 Enrollment Limitations

          a)   The Contractor may enroll up to the county specific provider
               network capacity limits determined by SDOH, provided that the
               Contractor's statewide enrollment does not exceed the MCO's
               financial capacity as determined annually by SDOH, or more
               frequently as deemed necessary by SDOH.

          b)   SDOH shall have the right, upon consultation with LDSSs as it
               deems appropriate, to limit, suspend or terminate enrollment
               activities by the Contractor and/or enrollment into the
               Contractor's plan upon ten (10) days written notice to the
               Contractor, specifying the actions contemplated and the reason(s)
               for such action(s). Nothing in this paragraph limits other
               remedies available to the SDOH under this Agreement.


                               FHPLUS - SECTION 3
                                 (COMPENSATION)
                                 OCTOBER 1, 2001
                                       3-5
<PAGE>
4.   SERVICE AREA

     For purposes of this Agreement, the Contractor's service area shall consist
     of the county(ies) described in Appendix M of this Agreement, which is
     hereby made a part of this Agreement as if set forth fully herein. The
     Contractor must request written SDOH approval to expand its service area
     for purposes of providing FHPlus services. In no event, however, shall the
     Contractor provide services to the expanded service area until it has
     received such approval. Any modifications made to Appendix M as a result of
     an approved request to expand the Contractor's service area shall become
     effective fifteen (15) days from the date of the written SDOH approval
     without the need for further action on the part of the parties to this
     Agreement.


                               FHPLUS - SECTION 4
                                 (SERVICE AREA)
                                 OCTOBER 1, 2001
                                       4-1
<PAGE>
5.   FHPLUS ELIGIBLES

     5.1  Eligible Persons

     An "Eligible Person" is an individual who meets the following criteria:

          a)   Permanent resident of New York State.

          b)   Age 19 through 64.

          c)   Citizen or qualified alien pursuant to the Personal
               Responsibility and Work Reconciliation Act of 1996:

          d)   Not eligible for Medicaid solely due to income and/or resources,
               or is eligible only through the application of excess
               income-toward the costs of medical care and services.

          e)   Not in receipt of equivalent health care coverage or insurance as
               defined by the Health Insurance Portability and Accountability
               Act.

          f)   Gross household income at or below the following federal poverty
               levels:

               i)   Parent(s) living with a child(ren) under the age of 21,
                    gross family income up to:

                    -    133% of FPL as of October 1, 2001, and

                    -    150% of FPL as of October 1, 2002

               ii)  Individuals without dependent children in their households
                    will qualify with gross household incomes up to 100% FPL.


                               FHPLUS - SECTION 5
                   (ELIGIBLE, EXEMPT AND EXCLUDED POPULATIONS)
                                 OCTOBER 1, 2001
                                       5-1
<PAGE>
     ENROLLMENT

     6.1  Enrollment Guidelines

          a)   A variety of methods and programs for enrollment of Eligible
               Persons may be employed including, but not limited to, enrollment
               assisted by the Contractor or SDOH-approved Enrollment
               Facilitators, enrollment assisted by an Enrollment Broker,
               enrollment by LDSS, or a combination of such. The policies and
               procedural guidelines which will be used for enrollment are
               set, forth in Appendix H, which is hereby made a part of this
               Agreement as if set forth fully herein.

          b)   Enrollment of Eligible Persons will be conducted in accordance
               with the guidelines set forth in Appendix H.

          c)   The SDOH may make modifications to the guidelines set forth in
               Appendix H, Such modifications shall be effective and made a part
               of this Agreement without further action by the parties upon
               sixty (60) days written notice to the Contractor.

     6.2  Equality of Access to Enrollment

          Eligible Persons shall be enrolled in the Contractor's plan, in
          accordance with the requirements set forth in Appendix H, Section A.
          The Contractor shall accept enrollments in the order they are received
          without regard to the Eligible Person's age, sex, race, creed,
          physical or mental handicap/developmental disability, national origin,
          sexual orientation, type of illness or condition, need for health
          services or to the Capitation Rate that the Contractor will receive
          for such Eligible Person.

     6.3  Enrollment Decisions

          An Eligible Person's decision to enroll in the Contractor's plan shall
          be voluntary.

     6.4  Prohibition Against Conditions on Enrollment

          Unless otherwise required by law or this Agreement, neither the
          Contractor nor LOSS shall condition any Eligible Person's enrollment
          upon the performance of any act.


                               FHPLUS - SECTION 6
                                  (ENROLLMENT)
                                 OCTOBER 1, 2001
                                       6-1
<PAGE>
     6.5  Newborn Enrollment

          a)   All newborn children not in a Medicaid managed care excluded
               category shall be enrolled in the MCO of the mother, effective
               from the first day of the child's month of birth, if that MCO
               also participates in Medicaid.

          b)   In addition to the responsibilities get forth in Appendix H, the
               Contractor is responsible for doing all of the following with
               respect to newborns

               i)   Coordinating with the LDSS the efforts to ensure that all
                    newborns of Enrollees are enrolled in the Contractor's
                    Medicaid managed care plan, if applicable

               ii)  Issuing a letter informing Enrollees about their newborn
                    child's enrollment in the Contractor's plan or a member
                    identification card within 14 days of the date on which the
                    Contractor becomes aware of the birth, if applicable

               iii) Assuring that enrolled pregnant women select a PCP for an
                    infant prior to birth and make an appointment with the PCP
                    immediately after the birth.

               iv)  Ensuring that the newborn is linked with a PCP prior to
                    discharge from the hospital, in those instances in which the
                    Contractor has received appropriate notification of the
                    birth prior to discharge.

          c)   The SDOH and LDSSs shall be responsible for ensuring that timely
               Medicaid eligibility determination and enrollment of, the newborn
               is effected consistent with state laws, regulations, and policy
               and with the newborn enrollment guidelines set forth in Appendix
               H, Section B of this Agreement.

     6.6  Effective Date of Enrollment

          a)   The Contractor must notify the Enrollee of the expected Effective
               Date of Enrollment. This may be accomplished through a "Welcome
               Letter". To the extent practicable, such notification must
               precede the Effective Date of Enrollment. In the event that the
               actual Effective Date of Enrollment changes, the Contractor must
               notify the Enrollee of the change.


                               FHPLUS - SECTION 6
                                  (ENROLLMENT)
                                 OCTOBER 1, 2001
                                       6-2
<PAGE>
          b)   As of the Effective Date of Enrollment, and until the Effective
               Date of Disenrollment from the Contractor's plan, the Contractor
               shall be responsible for the provision and cost of all care and
               services covered by the Benefit Package and provided to Enrollees
               whose names appear on the Prepaid Capitation Plan Roster, except
               as herein after provided.

          a)   The combination of the first and second monthly Rosters generated
               by SDOH shall serve as the official Contractor enrollment list
               for purposes of MMIS premium billing and payment, subject to
               ongoing eligibility of the Enrollees as of the first (1ST) day of
               the enrollment month. Modifications to the first (1st) Roster may
               be made electronically or in writing by the LDSS or the
               Enrollment Broker, where applicable, prior to the end of the
               month in which the Roster is generated.


               i)   Contractor shall not be liable for the cost of any services
                    rendered to an Enrollee prior to his or her Effective Date
                    of Enrollment.

               ii)  Contractor shall not be liable for the cost of
                    hospitalization for an Eligible Person, who is hospitalized
                    after completing and submitting an enrollment form to enroll
                    in the Contractor's plan, and who remains hospitalized on or
                    after the Effective Date of Enrollment.

               iii) An Enrollee's Effective Date of Enrollment shall be the
                    first day of the month on which the Enrollee's name appears
                    on the PCP roster for that month.

          b)   LDSSs shall make data on eligibility determinations available to
               the Contractor and SDOH to resolve discrepancies that may arise
               between the Roster and the Contractor's enrollment files in
               accordance with the provisions in Appendix H, Section D.

          c)   If LDSSs or the Enrollment Broker notify the Contractor in
               writing or electronically of changes in the first (1ST) Roster
               and provide supporting information as necessary prior to the
               effective date of the Roster, the Contractor will accept that
               notification in the same manner as the Roster. If the Contractor
               does not receive the Roster before the last business day of the
               month prior to the Roster effective date, the Contractor shall
               receive the applicable monthly Capitation Rate for any individual
               who is no longer on the Roster, was eligible the prior month,


                               FHPLUS - SECTION 6
                                  (ENROLLMENT)
                                 OCTOBER 1, 2001
                                       6-3
<PAGE>
               and is inadvertently served by the Contractor before receipt of
               the Roster.

          d)   All Contractors must have the ability to receive these Rosters
               electronically.

     6.8  Automatic Re-Enrollment

          a)   The Contractor agrees that Eligible Persons who are disenrolled
               from the Contractor's plan due to loss of FHPlus eligibility and
               who regain eligibility within three (3) months will automatically
               be prospectively re-enrolled with the Contractor's plan, subject
               to availability of enrollment capacity in the plan.

          b)   The Contractor agrees that FHPlus Enrollees disenrolled from the
               Contractor's plan due to loss of FHPlus eligibility who gain full
               Medicaid eligibility will be enrolled by an LDSS in the
               Contractor's Medicaid Managed Care Plan, if the Contractor also
               participates in the Medicaid managed care program in the
               individual's county of fiscal responsibility, and the Enrollee
               does not indicate in writing that he/she wishes to enroll in
               another Medicaid managed care plan or receive coverage through
               Medicaid fee-for-service.


                               FHPLUS - SECTION 6
                                  (ENROLLMENT)
                                 OCTOBER 1, 2001
                                       6-4
<PAGE>
7.   INITIAL ENROLLMENT PERIOD

     7.1  Initial Enrollment Period

          Enrollees are subject to a twelve (12) month Initial Enrollment Period
          following the Effective Date of Enrollment in the Contractor's plan,
          with an initial ninety (90) day grace period to disenroll from the
          Contractor's plan without cause.

     7.2  Disenrollment During Initial Enrollment Period

          a)   An Enrollee may disenroll from the Contractor's plan, during the
               Initial Enrollment Period in the first 90 days without cause and
               for the duration of the Initial Enrollment Period for "good
               cause" as that term is defined by the SDOH. Examples of good
               cause include but are not limited to the following:

               i)   failure of the Contractor to furnish accessible and
                    appropriate medical care to which the Enrollee is entitled;

               ii)  nonconsensual enrollment;

               iii) Enrollee, MCO, and LDSS agree that a change of MCO is in the
                    best interest of the Enrollee.

          b)   Notwithstanding the above, a pregnant Enrollee may disenroll from
               the Contractor's plan during the Initial Enrollment Period if she
               chooses to receive health insurance coverage through Medicaid.

     7.3  Notifications Regarding the Initial Enrollment Period

          The LOSS, either directly or through the Enrollment Broker where
          applicable, shall notify Enrollees of their right to change MCOs in
          the Family Health Plus Acceptance Letter sent to individuals after
          they have selected a MCO. SDOH or the LOSS/ Enrollment Broker will be
          responsible for providing a notice of End of the Initial Enrollment
          Period and the right to change MCOs at least sixty (60) days prior to
          the first plan enrollment anniversary date.


                               FHPLUS - SECTION 7
                           (INITIAL ENROLLMENT PERIOD)
                                 October 1, 2001
                                       7-1
<PAGE>
8.   DISENROLLMENT

     8.1  Disenrollment Guidelines

          a)   Disenrollment of an Enrollee from the Contractor's Plan may be
               initiated by the Enrollee, an LDSS, or the Contractor under the
               conditions specified in Sections 8.4, 8.7, 8.8 and 8.9 and as
               detailed in Appendix H, Sections D and E of this Agreement.

          b)   LDSSs and the Contractor will conduct disenrollments in
               accordance with the guidelines set forth in Appendix H, Sections
               D and E of this Agreement.

          c)   The SDOH may modify Appendix H of this Agreement upon sixty (60)
               days prior written notice to the Contractor and such
               modifications shall become binding and incorporated into this
               Agreement without further action:

          d)   LDSSs shall make the final determination concerning
               disenrollments, except for Contractor-initiated disenrollments
               and expedited disenrollments, which may be subject to SDOH
               approval as specified elsewhere in this Agreement.

     8.2  Disenrollment Prohibitions

          Disenrollment shall not be based in whole or in part on any of the
          following reasons:

          a)   an existing condition or a change in the Enrollee's health.

          b)   any of the factors listed in Section 34 of this Agreement; or

          c)   on the Capitation Rate payable to the Contractor related to the
               Enrollee's participation with the Contractor.

     8.3  Reasons for Voluntary Disenrollment

          An LDSS or the Contractor, as agreed upon between the LDSS and
          Contractor, shall provide Enrollees who disenroll voluntarily with an
          opportunity to identify, in writing, their reason(s) for
          disenrollment.

     8.4  Processing of Disenrollment Requests

          a)   Routine Disenrollment


                               FHPLUS - SECTION 8
                                 (DISENROLLMENT)
                                 OCTOBER 1, 2001
                                       8-1
<PAGE>
          Unless otherwise specified in Appendix H, Section E, disenrollment
          requests will be processed to take effect on the first (1st) day of
          the next month if the request is made before the date specified in
          Appendix H. In no event shall the Effective Date of Disenrollment be
          later than the first (1st) day of the second (2nd) month after the
          month in which an Enrollee requests a disenrollment.

          b)   Expedited Disenrollment

               i)   Enrollees with an urgent medical need to disenroll from the
                    Contractor's plan may request an expedited disenrollment by
                    an LDSS or the SDOH. Substantiation of the request by the
                    SDOH or the LDSS will result in an expedited disenrollment
                    in accordance with the guidelines and timeframes as set
                    forth in. Appendix H. The LDSS will make this decision
                    unless the LDSS delegates this responsibility to the SDOH,

               ii)  Enrollees may request an expedited disenrollment by an LDSS
                    or the SDOH based on a complaint of Non-consensual
                    Enrollment. Substantiation of such a request by an LDSS or
                    the SDOH shall result in an expedited disenrollment which
                    may be effected retroactive to the first day of the month of
                    enrollment, if deemed by the SDOH or the LDSS and the
                    Enrollee to be in the best interest of the Enrollee.

          c)   Retroactive Disenrollment

          Retroactive disenrollments may be warranted in rare instances and
          include when an Enrollee is later determined to have entered and
          stayed in a residential institution; to have been incarcerated; to
          have moved out of the county of fiscal responsibility, subject to any
          time remaining in the Enrollee's guaranteed eligibility period; or to
          have died as long as the Contractor was not at risk for provision of
          Benefit Package Services for any portion of the retroactive period.

     8.5  Contractor Notification of Disenrollments

          a)   Notwithstanding anything herein to the contrary, the Roster,
               along with any changes sent by an LDSS to the Contractor in
               writing or electronically, shall serve as official notice to the
               Contractor of disenrollment of an Enrollee. In cases of expedited
               and retroactive disenrollment, the Contractor shall be notified
               of the Enrollee's effective date of disenrollment by the LDSS.

          b)   In the event that an LDSS intends to retroactively disenroll an
               Enrollee on a date prior to the first day of the month of the
               disenrollment request, the LDSS shall consult with the Contractor
               prior to


                               FHPLUS - SECTION 8
                                 (DISENROLLMENT)
                                 OCTOBER 1, 2001
                                       8-2
<PAGE>
               disenrollment. Such consultation shall not be required for the
               retroactive disenrollment in cases where it is clear that the
               Contractor was not at risk for the provision of Benefit Package
               services for any portion of the retroactive period.

          c)   In all cases of retroactive disenrollment, including
               disenrollments effective the first day of the current month, an
               LDSS must notice the plan at the time of disenrollment, of the
               Contractor's responsibility to submit to the SDOH's Fiscal Agent
               voided premium claims for any months of retroactive disenrollment
               where the Contractor was not at risk for the provision of Benefit
               Package services during the month.

     8.6  Contractor's Liability

          The Contractor is not responsible for providing the Benefit Package
          under this Agreement after the Effective Date of Disenrollment unless
          the Enrollee is admitted to a hospital prior to the expected Effective
          Date of Disenrollment and is not discharged from the hospital until
          after the expected Effective Date of Disenrollment, in which case the
          Contractor is responsible for the entire hospital claim. The
          Contractor shall notify the LDSS that the Enrollee remains in the
          hospital and provide the LDSS with information regarding his or her
          medical status. The Contractor is required to cooperate with the
          Enrollee and the new MCO (if applicable) on a timely basis to ensure a
          smooth transition and continuity of care.

     8.7  Enrollee Initiated Disenrollment

          a)   Disenrollment For Good Cause

               i)   An Enrollee may initiate disenrollment from the Contractor's
                    plan for "good cause" as that term is defined by the SDOH at
                    any time during the Initial Enrollment Period and may
                    disenroll from the FHPlus plan for any reason at any time
                    after the twelfth (12th) month following the Effective Date
                    of Enrollment.

               ii)  An Enrollee may initiate disenrollment for "good cause" by
                    filing a written request with the LDSS or the Contractor.
                    The Contractor must notify the LDSS of the request The LDSS
                    must respond with a determination within thirty (30) days
                    after receipt of the request.

               iii) Enrollees granted disenrollment for "good cause" may join
                    another FHPlus plan, if one is available.

               iv)  In the event that the LDSS denies an Enrollee's request for
                    disenrollment for "good cause", the LDSS must inform the
                    Enrollee of the denial of the request with a written notice
                    which explains the reason for the denial, states the: facts
                    upon which denial is based, cites the statutory and
                    regulatory authority and advises the Enrollee of his or her
                    right to a fair hearing pursuant to 18 NYCRR Part 358.


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                    In the event that the Enrollee's request to disenroll is
                    approved, the notice must state the Effective Date of
                    Disenrollment.

               v)   Once the FHPlus Initial Enrollment Period has expired, an
                    Enrollee may disenroll from the Contractor's plan at any
                    time, for any reason.

          b)   Disenrollment Based on Pregnancy

               A pregnant Enrollee may initiate disenrollment from the
               Contractors plan to receive Medicaid coverage.

     8.8  Contractor Initiated Disenrollment

          a)   Contractor initiated disenrollment(s) will be limited to
               circumstances in which there is clear and consistent
               documentation that the individual's behavior is verbally or
               physically abusive and/or causes harm to other Enrollees or to
               the plan providers and staff, or is repeatedly non-compliant.
               Disenrollment may not be initiated due to an Enrollee's refusal
               to accept a specific treatment nor for behavior resulting from an
               underlying medical condition, alcohol or substance abuse, mental
               illness, mental retardation or other developmental disability.

          b)   To request disenrollment of an Enrollee, the Contractor must do
               the following if applicable:

               i)   show evidence of professional evaluation ruling out an
                    underlying medical condition, alcohol or substance abuse,
                    mental illness, mental retardation or other developmental
                    disability as cause for Enrollee behavior.

               ii)  document difficulty encountered with the Enrollee; nature,
                    extent and frequency of abusive or harmful behavior,
                    violence, inability to treat or engage client.

               iii) identify and document unique issues that may be affecting
                    the Contractor's ability to provide treatment effectively to
                    certain Enrollees as well as the appropriateness of
                    providers in network.

               iv)  document special training offered to providers to improve
                    their ability to deal with difficult, non-compliant
                    patients, or those having the above mentioned conditions.

          c)   The Contractor must make a reasonable effort to identify for the
               Enrollee, both verbally and in writing, those actions of the
               Enrollee that have interfered with the effective provision of
               covered services as well as explain what actions or procedures
               are acceptable. In the event the Contractor is the sole FHPlus
               MCO in the county, the notice must explain the ramifications of
               losing FHPlus coverage.


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          d)   The Contractor shall give prior verbal and written notice to the
               Enrollee, with a copy to the LDSS, of its intent to request
               disenrollment. The notice shall advise the Enrollee that the
               request has been forwarded to the LDSS for review and approval.
               The written notice must include the mailing address and telephone
               number of the LDSS.

          e)   The Contractor shall keep the LDSS informed of decisions related
               to all complaints filed by an Enrollee as a result of, or
               subsequent to, the notice of intent to disenroll.

          f)   The SDOH or LDSS will review each Contractor initiated
               disenrollment request in accordance with protocols established by
               SDOH. Where applicable, as set out in those protocols, an LDSS or
               the SDOH, through or with the cooperation of the LDSS, shall
               consult with local mental health and substance abuse authorities
               in the County when making the determination to approve or
               disapprove a Contractor initiated disenrollment request.

          g)   An LDSS will render a decision within thirty (30) days of receipt
               of the disenrollment request. A final written determination will
               be provided to the Enrollee and the Contractor. If the LDSS
               determination upholds the Contractor's request to disenroll, the
               LDSS's written determination must inform the Enrollee of the
               Effective Date of Disenrollment and include a notice of the right
               to a fair hearing. If an Enrollee requests a fair hearing as a
               result of the LDSS determination, the LDSS shall inform the
               Contractor of the fair hearing request and the Enrollee will
               remain enrolled in the Contractor's plan until disposition of the
               fair hearing.

          h)   Once an Enrollee has been disenrolled at the Contractor's
               request, he/she will not be re-enrolled with the Contractor's
               plan unless the Contractor first agrees to such re-enrollment.

          i)   In New York City, the Metropolitan Regional Office of the SDOH
               will assume the LDSS responsibility for reviewing and approving
               requests as set forth in Sections 8.8(f) and (g) of this
               Agreement.

     8.9  LDSS Initiated Disenrollment

          a)   An LDSS will promptly initiate disenrollment. when:

               i)   an Enrollee is no longer eligible for FHPlus; or


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               ii)  the Guaranteed Eligibility Period ends (See Section 9) and
                    an Enrollee is no longer eligible for FHPlus; or

               iii) an Enrollee is no longer the financial responsibility of the
                    LDSS; or

               iv)  an Enrollee resides outside the Service Area covered by this
                    Agreement unless Contractor can demonstrate that the
                    Enrollee has made an informed choice to continue enrollment
                    with Contractor and that Enrollee will have sufficient
                    access to Contractor's provider network:


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9.   GUARANTEED ELIGIBILITY

Except as may otherwise be required by law:

     9.1  A new Enrollee who loses eligibility for FHPlus during the first six
          (6) months of his or her enrollment, other than an Enrollee described
          in Sections 9.2 and 9.7 of this Agreement, is entitled to receive
          FHPlus benefits from the Contractor's plan for a period of six (6)
          months from his or her Effective Date of Enrollment.

     9.2  Guaranteed Eligibility is not available to Enrollees who lose FHPlus
          eligibility for one of the following reasons:

               i)   death,

               ii)  moving out of State, or

               iii) incarceration.

     9.3  The services covered during the Guaranteed Eligibility period shall be
          those contained in the Benefit Package, as specified in Appendix K.

     9.4  An Enrollee-initiated disenrollment from the Contractor's plan
          terminates the Guaranteed Eligibility period.

     9.5  An Enrollee who loses and regains FHPlus eligibility within a three
          (3) month period will not be entitled to a new period of six (6)
          months Guaranteed Eligibility.

     9.6  If a FHPlus Enrollee wishes to retain FHPlus eligibility during the
          Guaranteed Eligibility Period, an Enrollee may not change health
          plans.

     9.7  A FHPlus Enrollee who becomes eligible for Medicaid benefits without
          an income or resource spend down, and remains in the Contractor's
          plan, is not entitled to the six (6) month Guaranteed Eligibility
          Period because he or she has not lost benefits as a result of the
          change in coverage.


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                                       9-1
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10.  BENEFIT PACKAGE, COVERED AND NON-COVERED SERVICES

     10.1 Contractor Responsibilities

          Contractor must provide all services set forth in the Benefit Package
          (Appendix K) that are covered under the FHPlus program, subject to the
          limitations defined in Appendix K, except for services specifically
          excluded by the Agreement, or subsequently enacted by Federal or State
          Law.

     10.2 Compliance with Applicable Laws

          Benefit Package services provided by the Contractor under this
          Agreement shall comply with all applicable requirements of the State
          Public Health and Social Services Laws.

     10.3 Definitions

          By signing this Agreement the Contractor agrees to the terms of the
          entire Agreement, including the definitions of "Benefit Package" and
          "Non-covered Services" contained in Appendix K which is incorporated
          by reference as if fully set forth herein.

     10.4 Provision of Services Through Participating and Non-Participating
          Providers

     10.5 Child Teen Health Program/Adolescent Preventive Services/EPSDT

The Contractor and its Participating Providers are required to provide the Child
Teen Health Program C/THP services outlined in Appendix K (Benefit Package) and
comply with applicable EPSDT requirements specified in 42 CFR, Part 441,
sub-part B; 18NYCRR Part 508 and the New York State Department of Health C/THP
manual, all of which are incorporated by reference into the Agreement as if
fully set forth herein. The Contractor and its Participating Providers are
required to provide C/THP services to FHPlus Enrollees. under 21 years of age
when:

          (a)  With the exception of Emergency Services described in Section
               10.11 of this Agreement, and services for which Enrollees can
               self refer as described in Section 10.12 of this Agreement, the
               Benefit Package must be provided and authorized by the Contractor
               through Provider Agreements with Participating Providers, as
               specified in Section 22 of this agreement. A plan may also
               arrange for specially or other services for Enrollees with
               Non-participating Providers, in accordance with Section 21.2(b)
               of this Agreement


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               i)   The care or services are essential to prevent, diagnose,
                    prevent the worsening of, alleviate or ameliorate the
                    effects of an illness, injury, disability, disorder or
                    condition.

               ii)  The care or services are essential to the overall physical,
                    cognitive and mental growth and developmental needs of the
                    child.

               iii) The care or service will assist the individual to achieve or
                    maintain maximum functional capacity in performing daily
                    activities, taking into account both the functional capacity
                    of the individual and those functional capacities that are
                    appropriate for individuals of the same age.

          The Contractor shall base its determination on medical and other
          relevant information provided by the Enrollee's PCP, other health care
          providers, school, local social services, and/or local public health
          officials that have evaluated the child.

          b)   The Contractor and its Participating Providers must comply with
               the C/THP program standards and must do at least the following
               with respect to all Enrollees under age 21:

               i)   Educate enrollees who are pregnant women and or parents
                    about the program and its importance to a child's or
                    adolescent's health.

               ii)  Educate network providers about the program and their
                    responsibilities under it.

               iii) Conduct outreach, including by mail, telephone, and through
                    home visits (where appropriate), to ensure children are kept
                    current with respect to their periodicity schedules.

               iv)  Schedule appointments for children and adolescents pursuant
                    to the periodicity schedule, assist with referrals, and
                    conduct follow-up with children and adolescents who miss or
                    cancel appointments.

               v)   Ensure that all appropriate, diagnostic and treatment
                    services, including specialist referrals, are furnished
                    pursuant to findings from a C/THP screen.

               vi)  Achieve and maintain an acceptable compliance rate for
                    screening schedules during the contract period.

          c)   In addition to C/THP requirements, the Contractor and its
               Participating Providers are required to comply with the American
               Medical Association's Guidelines for Adolescent Preventive
               Services which require annual well adolescent preventive visits
               that focus on health guidance, immunizations, and screening for
               physical, emotional, and behavioral conditions.


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     10.6 Adult Protective Services

          The Contractor shall cooperate with LDSS in the implementation of 18
          NYCRR Part 457 and any subsequent amendments thereto with regard to
          medically necessary health and mental health services and all. Court
          Ordered Services for adults that are covered in the FHPlus benefit
          package.

     10.7 Court Ordered Services

          a)   The Contractor shall provide any Benefit Package services to
               Enrollees as ordered by a court of competent jurisdiction. The
               MCO must use Non-Participating Providers only in the event that
               the Court-Ordered Service is a covered service and the MCO does
               not have a Participating Provider available to provide that
               service. Non Participating Providers shall be reimbursed by the
               Contractor at the Medicaid fee schedule. The Contractor is
               responsible for court-ordered services to the extent that such
               services are covered by Family Health Plus.

          b)   Court Ordered Services are those services ordered by the court
               performed by, or under the supervision of a physician, dentist
               or other. provider qualified under State Law to furnish medical,
               dental, behavioral health (including treatment for mental health
               and/or alcohol and/or substance abuse or dependence), or other
               FHPlus covered services. The plan is responsible for payment of
               those FHPlus services covered by the Benefit Package.

     10.8 Family Planning and Reproductive Health, Services

          a)   Nothing in this Agreement shall restrict the right of Enrollees
               to receive Family Planning and Reproductive Health Services from
               any Participating Provider of such services if the MCO provides
               Family Planning and Reproductive Services, or directly from a
               provider affiliated with the Designated Third Party Contractor if
               such services are not provided directly by the MCO without
               referral from the Enrollee's PCP and without approval from the
               Contractor.

          b)   The Contractor agrees to permit Enrollees to exercise their
               right to obtain Family Planning and Reproductive Health Services.
               as defined in Part C-1 of Appendix C, which is hereby made a part
               of this


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               Agreement as if set forth fully herein, from either the
               Contractor, if family planning is a part of the Contractor's
               Benefit Package, or from the Designated Third Party Contractor,
               where applicable, without a referral from the Enrollee's PCP and
               without approval by the Contractor.

          c)   The Contractor agrees to permit Enrollees to obtain pre and
               post-test HIV counseling and blood testing when performed as part
               of a Family Planning encounter from the Contractor, if Family
               Planning is a part of the Contractor's Benefit Package, or from
               the Designated Third Party Contractor, where applicable, without
               a referral from the Enrollee's PCP and without approval by the
               Contractor.

          d)   The Contractor will inform Enrollees about the availability of
               in-plan HIV counseling and testing services, out-of-plan HIV
               counseling and testing services when performed as part of a
               Family Planning encounter and anonymous counseling and testing
               services available from SDOH, Local Public Health Agency clinics
               and other county programs. Counseling and testing rendered
               outside of a Family Planning encounter, as well as services
               provided as the result of an HIV+ diagnosis, will be furnished by
               the Contractor in accordance with standards of care.

          e)   Contractor must comply with federal, state, and local laws,
               regulations and policies regarding informed consent and
               confidentiality. Providers who are employed by the Contractor
               and/or the Designated Third Party Contractor, where applicable,
               may share patient information with appropriate Contractor
               personnel for the purposes of claims payment, utilization review
               and quality assurance. Providers who have a contract with the
               Contractor, may share patient information with the Contractor
               and/or the Designated Third Party Contractor, where applicable,
               for purposes of claims payment, utilization review and quality
               assurance when the appropriate patient consent has been obtained.
               The Contractor and/or Designated Third Party Contractor, where
               applicable; must ensure that an individual's. use of family
               planning, services remains Confidential and is not disclosed to
               family members or other unauthorized parties.

          f)   Contractor must inform and educate its practitioners and
               administrative personnel about policies concerning direct access
               to family planning services, HIV counseling and testing,
               reimbursement, enrollee education and confidentiality. Contractor
               must inform its providers that they must comply with professional
               medical standards of practice, the Contractor's practice
               guidelines, and all applicable federal, state, and local laws.
               These include but are not limited to, standards established by
               the American College of Obstetricians and


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               Gynecologists, the American Academy of Family Physicians, the
               U.S. Task Force on Preventive Services and the New York State
               Child/Teen Health Program. These standards and laws identify
               family planning counseling as an integral part of primary and
               preventive care.

          g)   If Contractor includes family planning and reproductive health
               services in its benefits package, the Contractor shall comply
               with the requirements for informing Enrollees about family
               planning and reproductive health services set forth in Part C-2
               of Appendix C, which is hereby made a part of this Agreement as
               if set forth herein.

          h)   If Contractor does not include family planning and reproductive
               health services in its Benefit Package, Contractor must submit to
               the SDOH, within ninety (90) days of signing this Agreement, a
               statement of the policy and procedure that the Contractor will
               use to ensure that its Enrollees are fully informed of their
               rights to access a full range of family planning and reproductive
               health services. Refer to Part C-3 of Appendix C for the SDOH
               Guidelines for Plans That Do Not Provide Family Planning Services
               in their Capitation. Contractor shall ensure that prospective.
               Enrollees and Enrollees are advised of the family planning
               services which are not provided by the Contractor and of their
               right of access to such services in accordance with the
               provisions of Part C-3 of Appendix C, which is hereby made a part
               of this Agreement as if set forth fully herein.

          i)   SDOH with DHHS approval may issue modifications to Appendix (C)
               consistent with relevant provisions of federal and state statutes
               and regulations. Once issued and upon sixty (60) days notice to
               the Contractor, such modifications shall be deemed incorporated
               into this Agreement without further action by the parties.

     10.9 Prenatal Care

          Contractors are responsible for the provision of comprehensive
          Prenatal Care Services to all pregnant women enrolled in FHPlus,
          including all services enumerated in Subdivision 1, Section 2522 of
          the Public Health Law in a manner consistent with the standards set
          forth in 10 NYCRR Part 85.40 (Prenatal Care Assistance Program), both
          of which are incorporated by reference.

     10.10 Direct Access

          The Contractor shall offer female Enrollees direct access to primary
          and preventive obstetrics and gynecology services, follow-up care as a
          result of a primary and preventive visit; and any care related to
          pregnancy from


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          the Contractor's network providers or the Designated Third Party
          Contractor, where applicable, without a referral from the PCP as set
          forth in Public Health Law Section 4406-b(1).

     10.11 Emergency Services

          a)   The Contractor shall maintain coverage utilizing a toll free
               telephone number twenty-four (24) hours per day seven (7) days
               per week, answered by a live voice, to advise Enrollees of
               procedures for accessing services for Emergency Medical
               Conditions and for accessing services for Urgent
               Medical-Conditions. Emergency mental health calls must be triaged
               via telephone by a trained mental health professional.

          b)   The Contractor agrees that it will not require prior
               authorization for services in a medical or behavioral health
               emergency. The Contractor agrees to inform its Enrollees that
               access to Emergency Services is not restricted and Emergency
               Services may be obtained from a Non-Participating Provider
               without penalty. The Contractor may require Enrollees to notify
               the plan or their PCP within a specified time frame after
               receiving emergency care and to obtain prior authorization for
               any follow-up care delivered pursuant to the emergency, as
               stated in Appendix G. Nothing herein precludes the Contractor
               from entering into contracts with providers or facilities that
               require providers or facilities to provide notification to the
               Contractor after Enrollees present for Emergency Services and
               are subsequently stabilized. Except as otherwise provided by
               contractual agreement between the Contractor and a Participating
               Provider, the Contractor must pay for services for Emergency
               Medical Conditions whether provided by a Participating Provider
               or a Non-Participating Provider, and may not deny payments if
               notification is not timely.

          c)   Emergency Services rendered by Non-Participating Providers. The
               Contractor shall advise its Enrollees how to obtain Emergency
               Services when it is not feasible for Enrollees to receive
               Emergency Services from or through a Participating Provider. The
               Contractor shall bear the cost of providing Emergency Services
               through Non-Participating Providers.

          d)   The Contractor agrees to abide by guidelines for the provision
               and payment of Emergency Care and Services which are specified in
               Appendix G, which is hereby made a part of this Agreement as if
               set forth fully herein.

          e)   Emergency transportation is included in the Contractors Benefit
               Package: The Contractor shall reimburse for all emergency
               ambulance


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               services without regard, to final diagnosis or prudent layperson
               standards.

     10.12 Services for Which Enrollees Can Self-Refer

          a)   Mental Health and Alcohol/Substance Abuse

               The Contractor will allow Enrollees to make self referral or
               referral for one mental health and one alcohol substance abuse
               assessment from a Participating Provider in any calendar year
               period without requiring pre-authorization or referral from the
               Enrollee's Primary Care Provider.

               i)   The Contractor shall make available to all Enrollees a
                    complete listing of their participating mental health and
                    alcohol/substance abuse providers.

               ii)  The Contractor will also ensure that its Participating
                    Providers have available and use formal assessment
                    instruments to identify Enrollees requiring mental health
                    and alcohol substance abuse services, and to determine the
                    types of services that should be furnished.

               iii) The Contractor will implement policies and procedures to
                    ensure that Enrollees receive follow-up services from
                    appropriate providers based on the findings of their
                    assessment.

          b)   Vision Services

               The Contractor will allow its Enrollees to self-refer to any
               participating provider of vision services (optometrist or
               ophthalmologist) for refractive vision services. (See Appendix
               K).

          c)   Diagnosis and Treatment of Tuberculosis

               Enrollees may self-refer to public health agency facilities for
               the diagnosis and/or treatment of TB as described in Section
               10.15(a) of this Agreement.

          d)   Family Planning and Reproductive Health Services.

               Enrollees may self-refer to family planning and reproductive
               health services as described in Section 10.8. and Appendix C of
               this Agreement.

     10.13 Second Opinions for Medical or Surgical Care


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          The Contractor will allow Enrollees to obtain a second opinion within
          the Contractor's network of providers for diagnosis of a condition,
          treatment, or surgical procedure.

     10.14 Coordination with Local Public Health Agencies

          The Contractor will coordinate its public health-related activities
          with Local Public Health Agencies. Coordination mechanisms and
          operational protocols for addressing public health issues will be
          negotiated with the Local Public Health and Social Services
          Departments and be customized to reflect County public health
          priorities. Negotiations must result in agreements regarding required
          health plan activities related to public health. The SDOH may require
          the Contractor to comply with local district requirements for
          coordinating with Local Public Health Agencies.

     10.15 Public Health Services

          a)   Tuberculosis Screening, Diagnosis and Treatment; Directly
               Observed Therapy(TB\DOT):

               i)   Consistent with New York State law, public health clinics
                    are required to provide or arrange for treatment to
                    individuals presenting with tuberculosis, regardless of the
                    person's insurance or enrollment status. It is the State's
                    preference that the Contractor's Enrollees receive TB
                    diagnosis and treatment through the Contractor's plan, to
                    the extent that providers experienced in this type of care
                    are available in the Contractor's network of Participating
                    Providers although Enrollees may self-refer to public health
                    agency facilities for the diagnosis and/or treatment of TB.
                    The Contractor agrees to reimburse public health clinics
                    when physician visit and patient management or laboratory
                    and radiology services are rendered to their Enrollees,
                    within the context of TB diagnosis and treatment.

               ii)  The Contractor's Participating Providers must report TB
                    cases to the Local Public Health Agency. The SDOH will have
                    the Local Public Health Agency review the tuberculosis
                    treatment protocols and networks of Participating Providers
                    of the Contractor, to verify their readiness to treat
                    Tuberculosis patients. The Contractor's protocols will be
                    evaluated against State and local guidelines. State and
                    local departments of health also will be available to offer
                    technical assistance to the Contractor in establishing TB
                    policies and procedures.

               iii) The Contractor may require the Local Public Health Agency to
                    give notification before delivering TB related services,
                    unless these services are ordered by a court of competent
                    jurisdiction. The Local Public Health Agency will: 1) make
                    reasonable efforts to


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                    verify with the Enrollee's PCP that he/she has not already
                    provided TB care and treatment, and 2) provide documentation
                    of services rendered along with the claim..

               iv)  The Contractor may use locally negotiated fees. In addition,
                    SDOH will establish fee schedules for these services, which
                    the Contractor may use in the absence of locally negotiated
                    fees.

               v)   Contractors may require prior authorization for
                    non-emergency inpatient hospital admissions, except that
                    prior authorization will not be required for an admission
                    pursuant to a court order or an order of detention issued by
                    the local commissioner or director of public health.

               vi)  The Contractor shall provide the Local Public Health Agency
                    with access to health care practitioners on a twenty-four
                    (24) hour a day, seven (7) day a week basis who can
                    authorize inpatient hospital admissions. The Contractor
                    shall respond to the Local Public Health Agency's request
                    for authorization within the same day.

               vii) The Contractor will not be capitated or financially liable
                    for Directly Observed Therapy (DOT) costs. The Contractor
                    agrees to make all reasonable efforts to ensure
                    coordination with DOT providers regarding clinical care and
                    services. The Contractor also will not be financially liable
                    for treatments rendered to Enrollees who have been
                    institutionalized as a result of local health commissioner's
                    order due to non-compliance with TB care regimens.

               viii) The Contractor remains responsible for communicating,
                    cooperating, and coordinating clinical management of TB with
                    the TB/DOT provider.

          b)   Immunizations

               i)   Immunizations and administration of immunizations for
                    Enrollees will be included in the Benefit Package and the
                    Contractor will be required to reimburse the Local Public
                    Health Agency when Enrollees self-refer.

               ii)  In order to be eligible for reimbursement, a Local Public
                    Health Agency must make reasonable efforts to (1) determine
                    the Enrollee's managed care membership status; and (2)
                    ascertain the Enrollee's immunization status. Such efforts
                    shall consist of client interviews and, when available,
                    access to the Immunization Registry. When an Enrollee
                    presents a membership card with a PCP's name, the Local
                    Public Health Agency shall call the PCP. If the agency is
                    unable to-verify the immunization status from the PCP or
                    learns that immunization is needed, the agency shall proceed
                    to deliver the service as appropriate, and the Contractor
                    will reimburse the Local Public. Health Agency at the
                    negotiated rate or at a fee schedule to be used in the
                    absence of a negotiated


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                    rate. Upon implementation of the immunization registry, the
                    Local Public Health Agency shall not be required to contact
                    the PCP.

          c)   Prevention and Treatment of Sexually Transmitted Diseases

               The Contractor will be responsible for requiring that its
               Participating. Providers educate their Enrollees about the risk
               and prevention of sexually transmitted disease (STD). The
               Contractor also will be responsible for requiring that its
               Participating Providers screen and treat Enrollees for STDs and
               report cases of STD to the Local Public Health Agency and
               cooperate in contact investigation, in accordance with existing
               state and local laws and regulations.

          d)   Lead Poisoning

               The Contractor will require its Participating Providers to
               coordinate lead poisoning screening and follow-up with Local
               Public Health Agencies to assure appropriate follow-up in terms
               of environmental investigation, risk management and reporting
               requirements.

     10.16 Adults with Chronic Illnesses and Physical or Developmental
          Disabilities

          The Contractor will implement all of the following to meet the needs
          of their adult Enrollees with chronic illnesses and physical or
          developmental disabilities:

          a)   Satisfactory methods for ensuring that the Contractor is in
               compliance with the Americans with Disabilities Act ("ADA") and
               with Section 504 of the Rehabilitation Act of 1973. Program
               accessibility for persons with disabilities shall be in
               accordance with Section 24 of this Agreement.

          b)   Satisfactory methods/guidelines for identifying persons at risk
               of, or having, chronic diseases and disabilities and determining
               their specific needs in terms of specialist physician referrals,
               durable medical equipment, home health services, self-management
               education and training, etc.

          c)   Satisfactory methods to assure access to pediatric providers and
               subspecialists, and tertiary care centers for the treatment of
               individuals with congenital diseases and malformations (e.g.
               sickle cell disease, cystic fibrosis).

          d)   Satisfactory methods to assure access to specialty care centers
               for rare disorders both within and outside of New York State.


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          e)   satisfactory methods for case management of individuals with
               complex medical needs.

          f)   Satisfactory systems for coordinating service delivery with
               out-of network providers, including behavioral health providers,
               for all Enrollees.

          g)   Policies and procedures to allow for the continuation of existing
               relationships with out-of-network providers, consistent with
               P.H.L. Section 4403 and Section 15.5 of this Agreement.

     10.17 Persons Requiring Ongoing Mental Health Services

          The Contractor will implement all of the following for its Enrollees
          with chronic or ongoing mental health service needs:

          a)   Inclusion of all of the required provider types listed in Section
               21 of this Agreement.

          b)   Satisfactory methods for identifying persons requiring such
               services and encouraging self-referral and early entry into
               treatment.

          c)   Satisfactory case management system.

          d)   Satisfactory systems for coordinating service delivery among
               physical health, alcohol substance abuse, and mental health
               providers, and coordinating services with other available
               services, including social services.

          The Contractor agrees to participate in the local planning process for
          serving persons with mental health needs to the extent requested by
          the LDSS. At the LDSS discretion, the Contractor will develop
          linkages with local governmental units on coordination, procedures and
          standards related to mental health services and related activities.

     10.18 Member Needs Relating to HIV

          Persons with HIV infection will be permitted to enroll into FHPlus
          health plans.

          The Contractor agrees that anonymous testing may be furnished to the
          Enrollee without prior approval by the Contractor and may be
          conducted at anonymous testing sites available to clients. Services
          provided for HIV treatment can be obtained from the Contractor during
          the period the Enrollee is enrolled in the Contractor's plan.


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          To adequately address the HIV prevention needs of uninfected
          Enrollees, as well as the special needs of individuals with HIV
          infection who do enroll in FHPlus, the Contractor shall have in place
          all of the following:

          a)   Methods for promoting HIV prevention to all Plan Enrollees. HIV
               prevention information, both primary, as well as secondary
               should be tailored to the Enrollee's age, sex, and risk
               factor(s), (e.g., injection drug use and sexual risk activities),
               and should be culturally and linguistically appropriate. HIV
               primary prevention means the reduction or control of causative
               factors for HIV, including the reduction of risk factors. HIV
               primary prevention includes strategies to help prevent uninfected
               Enrollees, from acquiring HIV, i.e., behavior counseling for HIV
               negative Enrollees with risk behavior. Primary prevention also
               includes strategies to help prevent infected Enrollees from
               transmitting HIV infection, i.e., behavior counseling with an HIV
               infected Enrollee to reduce risky sexual behavior or providing
               antiviral therapy to a pregnant; HIV infected female to prevent
               the transmission of HIV infection to a newborn. HIV Secondary
               Prevention means promotion of early detection and treatment of
               HIV disease in an asymptomatic Enrollee to prevent the
               development of symptomatic disease. This includes: regular
               medical assessments; routine immunization for preventable
               infections; prophylaxis for opportunistic infections; regular
               dental, optical, dermatological and gynecological care; optimal
               diet/nutritional supplementation; and partner notification
               services which lead to the early detection and treatment of other
               infected persons. All plan Enrollees should be informed of the
               availability of HIV counseling, testing, referral and partner
               notification (CTRPN) services.

          b)   Policies and procedures promoting the early identification of HIV
               infection in Enrollees. Such policies and procedures shall
               include at a minimum assessment methods for recognizing, the
               early signs and symptoms of HIV disease; initial and routine
               screening for HIV risk factors through administration of sexual
               behavior and drug and alcohol use assessments; and the provision
               of information to all Enrollees regarding the availability of
               in-plan HIV CTRNP services and anonymous CTRPN services from New
               York State, New York City and Local Public Health Agencies.

          c)   The Contractor shall comply with the requirements set forth in
               Title 10 NYCRR (including Section 98-1.2 and in Subpart 69-I)
               which mandate that HIV counseling with testing, presented as a
               clinical recommendation, be provided to all women in prenatal
               care and their newborns. Consistent with these requirements, the
               Contractor shall ensure that Participating Providers refer such
               Enrollees determined to have HIV infection for clinically
               appropriate services.


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          d)   Network Sufficiency. A network of providers sufficient to meet
               the needs of its Enrollees with HIV. Satisfaction of the network
               requirement may be accomplished by inclusion of HIV specialists
               within the network or the provision of HIV specialist
               consultation to non-HIV specialists serving as PCPs for persons
               with HIV infection; inclusion of Designated AIDS Center Hospitals
               or other hospitals experienced in HIV care in the Contractor's
               network; and contracts or linkages with providers funded under
               the Ryan White CARE Act. The Contractor shall inform the
               providers in its network how to obtain information about the
               availability of Experienced HIV Providers and HIV Specialist
               PCPs.

          e)   Case Management Assessment for Enrollees with HIV Infection. The
               Contractor shall establish policies and procedures to ensure
               that Enrollees who have been identified as having HIV infection
               are assessed for case management services. The Contractor shall
               arrange for any Enrollee identified as having HIV infection and
               needing case management services to be referred to an appropriate
               case management services provider, including in-plan case
               management, and/or HIV community-based psychosocial case
               management services.

          f)   Reporting. The Contractor shall require its Participating
               Providers to report positive HIV test results and diagnoses and
               known contacts of such persons to the New York State Commissioner
               of Health. In New York City, these shall be reported to the New
               York City Commissioner of Health. Access to partner notification
               services must be consistent with 10 NYCRR Part 63.

     Updates and Dissemination of HIV Practice Guidelines. The Contractor's
     Medical Director shall review Contractor's HIV practice guidelines at least
     annually and update them as necessary for compliance with recommended SDOH
     AIDS Institute and federal government clinical standards. The Contractor
     will disseminate the HIV Practice Guidelines or revised guidelines to
     Participating Providers at least annually, or more frequently as
     appropriate.

     10.19 Persons Requiring Alcohol Substance Abuse Services

          The Contractor will have in place all of the following for its
          Enrollees requiring alcohol substance abuse services:

          a)   Participating Provider networks consisting of licensed providers,
               as defined in Section 21.16 of this Agreement.


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          b)   Satisfactory methods for identifying persons requiring such
               services and encouraging self-referral and early entry into
               treatment. In the case of pregnant women, having methods for
               referring to OASAS for appropriate services beyond the
               Contractor's Benefit Package (e.g., halfway houses).

          c)   Satisfactory systems of care (provider networks and referral
               processes sufficient to ensure that emergency services can be
               provided in a timely manner), including crisis services.

          d)   Satisfactory case management systems.

          e)   Satisfactory systems for coordinating service delivery between
               physical health, alcohol/substance abuse, and mental health
               providers, and coordinating in-plan services with other services,
               including Social Services.

          The Contractor agrees to also participate in the local planning
          process for serving persons with alcohol and substance addictions, to
          the extent requested by the LDSS. At the LDSS's discretion, the
          Contractor will develop linkages with local governmental units on
          coordination procedures and standards related to Alcohol Substance
          Abuse Services and related activities.

     10.20 Native Amencans

          If the Contractor's Enrollee is a Native American and the Enrollee
          chooses to access primary care services through their tribal health
          center, the PCP authorized by the Contractor to refer the Enrollee for
          plan benefits must develop a relationship with the Enrollee's PCP at
          the tribal health center to coordinate services for said Native
          American Enrollee.

     10.21 Women, Infants, and Children (WIC)

          The Contractor shall develop linkage agreements or other mechanisms to
          ensure women Enrollees are referred to WIC services. if qualified to
          receive such services. The Contractor shall refer pregnant women to
          WIC local agencies for nutritional assessments and supplements.

     10.22 Coordination of Services

          The Contractor shall coordinate care when appropriate for Enrollees
          with: a) the court system (for COURT ORDERED EVALUATIONS AND
          TREATMENT);


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          b)   specialized providers of health care for the homeless, and other
               providers of services for victims of domestic violence;

          c)   family planning clinics, community health centers, migrant health
               centers, rural health centers;

          d)   WIC

          e)   special needs plans;

          f)   programs funded through the Ryan White CARE Act;

          g)   other pertinent entities that provide services out of network;

          h)   Prenatal Care Assistance Program (PCAP) Providers;

          i)   local governmental units responsible for public health, mental
               health, mental retardation or alcohol and substance abuse
               services; and

          j)   specialized providers of long term care for people with
               developmental disabilities.

Coordination may involve contracts or linkage agreements (if entities are
willing to enter into such agreement), or other mechanisms to ensure coordinated
care for Enrollees.


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<PAGE>
11.  MARKETING

     11.1 Marketing Plan

          The Contractor shall have Marketing Plans, that have been
          prior-approved by the SDOH and/or LDSSs, that describe the Marketing
          activities the Contractor will undertake within designated geographic
          areas during the term of this Agreement.

          The Marketing Plans and all marketing activities must be consistent
          with the Marketing Guidelines which are set forth in Appendix D, which
          is hereby made a part of this Agreement as if set forth fully herein.

          County-specific Marketing Plans shall be kept on file in the offices
          of the Contractor, LDSS, and the SDOH. Marketing Plans may be modified
          by the Contractor subject to prior written approval by the SDOH and/or
          the LDSS. The SDOH and/or LDSS will take action on the changes
          submitted within sixty (60) calendar days of submission or the
          Contractor may deem the changes approved.

     11.2 Marketing Activities

          Marketing activities by the Contractor shall conform to approved
          Marketing Plans.

     11.3 Prior Approval of Marketing Materials, Procedures, Subcontractors

          The Contractor shall submit all subcontracts, procedures, and
          materials related to Marketing to potential Enrollees to the SDOH
          and/or LDSS for prior written approval. The Contractor shall not enter
          into any subcontracts or use any marketing subcontractors, procedures,
          or materials that the SDOH and/or LDSS have not approved.

     11.4 Marketing Infractions

          Infractions of the Marketing Guidelines may result in the following
          actions being taken by the SDOH in collaboration with LDSSs to protect
          the interests of the program and its clients.

          a)   If an MCO or its representative commits a first time infraction
               of marketing guidelines and the SDOH and/or LDSS deems the
               infraction to be minor or unintentional in nature, the SDOH
               and/or LDSS may issue a warning letter to the MCO.

               For subsequent or more serious infractions, the SDOH in
               collaboration with LDSSs, may impose liquidated damages of


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               $2,000 or other appropriate non-monetary sanction for each
               infraction.

               The SDOH in collaboration with LDSSs may require the MCO to
               prepare a corrective action plan with a specified deadline for
               implementation.

               If the MCO commits further infractions, fails to pay liquidated
               damages within the specified timeframe, fails to implement a
               corrective action plan in a timely manner or commits an egregious
               first-time infraction, the SDOH in collaboration with LDSSs may:

               i)   prohibit the plan from conducting any marketing activities
                    for a period up to the end of the contract period;

               ii)  suspend new enrollments for a period up to the remainder of
                    the contract; or

               iii) terminate the contract pursuant to termination procedures
                    described therein.

     11.5 Additional Marketing Guidelines

          The SDOH may require the Contractor to comply with Local District
          specific marketing guidelines.


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12.  MEMBER SERVICES

     12.1 General Functions

          The Contractor shall operate a Member Services function during regular
          business hours, which must be accessible to Enrollees via a toll-free
          telephone line. Personnel must also be available via a toll-free
          telephone line (which can be the member services toll-free line or
          separate toll-free lines) not less than during regular business hours
          to address complaints and utilization review inquiries. In addition,
          the Contractor must have a telephone system capable of accepting,
          recording or providing instruction to incoming callers regarding
          complaints and utilization review during other than normal business
          hours and measures in place to ensure a response to those calls the
          next business day after the call was received. At a minimum, the
          Member Services Department must be staffed at a ratio of at least one
          (1) full time equivalent Member Service Representative for every 4,000
          or fewer FHPlus Enrollees or FHPlus and Medicaid Managed Care
          Enrollees if the Contractor also participates in the Medicaid program.
          Member Services staff must be responsible for the following:

          a)   Explaining the Contractor's rules for obtaining services and
               assisting Enrollees in making appointments.

          b)   Assisting Enrollees to select or change Primary Care Providers.

          c)   Fielding and responding to Enrollee questions and complaints, and
               advising Enrollees of the prerogative to complain to the SDOH and
               LDSS at any time.

          d)   Clarifying information in the member handbook for Enrollees.

          e)   Advising Enrollees of the Contractor's complaint and appeals
               program, the utilization review process, and Enrollee's rights to
               a fair hearing or external review.

     12.2 Translation and Oral Interpretation

          a)   Contractor must make available written marketing and other
               informational materials (e.g., member handbooks) in a language
               other than English whenever at least five percent (5%) of the
               potential. Enrollees of the Contractor in any county of the
               Service Area speak that particular language and do not speak
               English as a first language.

          b)   In addition, verbal interpretation services must be made
               available to Enrollees who speak a language other than English as
               a primary


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               language. Interpreter services must be offered in person where
               practical, but otherwise may be offered by telephone.

          The SDOH will determine the need for other than English translations
          based on county-specific census data or other available measures.

     12.3 Communicating With The Visually, Hearing and Cognitively Impaired

          The Contractor also must have in place appropriate alternative
          mechanisms for communicating effectively with persons with visual,
          hearing, speech, physical or developmental disabilities. These
          alternative mechanisms include Braille or audio tapes for the visually
          impaired, TTY access for those with certified speech or hearing
          disabilities, and use of American Sign Language and/or integrative
          technologies.


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13.  ENROLLEE NOTIFICATION

     13.1 Provider Directories/Office Hours for Participating Providers

          a)   The Contractor will provide to each Enrollee, and upon request
               to each prospective Enrollee, a list of Participating Providers
               by specialty and a list of facilities for the county/borough in
               which the Enrollee or prospective Enrollee resides. Such list
               shall include names, office addresses, telephone numbers, board
               certification for physicians, and information on language
               capabilities and wheelchair accessibility of Participating
               Providers. This information must be provided in the form of a
               Provider Directory which must be updated by the Contractor
               quarterly. Updates for three consecutive quarters may be
               accomplished through inserts which minimally include additions or
               deletions of Participating Providers. An updated provider
               directory must be provided in writing to the Contractor's
               Enrollees at least annually. Provider directories, including all
               relevant inserts, shall be made available to new Enrollees, and
               to prospective Enrollees, upon request.

          b)   In addition, the Contractor must make available to the SDOH/LDSS
               the office hours for Participating Providers. This requirement
               may be satisfied by providing a copy of the list or Provider
               Directory described in this Section with the addition of office
               hours or by providing a separate listing of office hours for
               Participating Providers.

     13.2 MEMBER ID CARDS

          a)   The Contractor must issue an identification card to the Enrollee
               containing the following information:

               i.   the name of the Enrollee's clinic (if applicable);

               ii.  the name of the Enrollee's PCP and the PCP's telephone
                    number;

               iii. the member services toll free telephone number; and

               iv.  the twenty-four (24) hour toll free telephone number that
                    Enrollees may use to access information on obtaining
                    services when his/her PCP is not available.

          b)   If an Enrollee is being served by a PCP team, the name of the
               individual shown on the card should be the lead provider. PCP
               information may be embossed on the card or affixed to the card by
               a sticker.

          c)   The Contractor shall issue an identification card within fourteen
               (14) days of an Enrollee's Effective Date of Enrollment. If
               unforeseen circumstances, such as the lack of identification of a
               PCP, prevent the MCO from forwarding the official identification
               card to new Enrollees within the fourteen(14) day period,
               alternative measures by which Enrollees may identify themselves
               such as use of a Welcome Letter or


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               a temporary identification card shall be deemed acceptable until
               such time as a PCP is either chosen by the Enrollee or auto
               assigned by the Contractor. The Contractor agrees to implement
               an alternative method by which individuals may identify
               themselves as Enrollees prior to receiving the card (e.g., using
               a "welcome letter" from the plan) and to update PCP information
               on the identification card.

     13.3 Member Handbooks

          The Contractor shall issue to a new Enrollee within fourteen (14) days
          of the Effective Date of Enrollment a FHPlus Member Handbook, which
          is consistent with the SDOH guidelines described in Appendix E, a copy
          of which is amended hereto and incorporated by reference into the body
          of this agreement as if fully set forth herein.

     13.4 Notification of Effective Date of Enrollment

          The Contractor shall inform each Enrollee in writing within fourteen
          (14) days of the Effective Date of Enrollment of any restriction on
          the Enrollee's right to terminate enrollment. The initial enrollment
          information and the FHPlus Member Handbook shall, be adequate to
          convey this notice.

     13.5 Notification of Enrollee Rights

          The Contractor agrees to make all reasonable efforts to contact new
          Enrollees, in person, by telephone, or by mail, within thirty (30)
          days of their Effective Date of Enrollment. "Reasonable efforts" are
          defined to mean at least three (3) attempts, with more than one method
          of contact being employed. Upon contacting the new Enrollee(s), the
          Contractor agrees to do at least the following:

          a)   Inform the Enrollee about the Contractor's policies with respect
               to obtaining medical services, including Specialty Services and
               services for which the Enrollee may self-refer, and what to do
               in an emergency.

               Conduct a brief health screening to assess the Enrollee's need
               for any special health care (e.g., prenatal or behavioral health
               services) or language/communication needs. If a special need is
               identified, the Contractor shall assist the Enrollee in arranging
               for an appointment with his/her PCP or other appropriate
               provider.

               Offer assistance in arranging an initial visit to the Enrollee's
               PCP for a baseline physical and other preventive services,


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               including an assessment of the Enrollee's potential risk, if any,
               for specific diseases or conditions.

               Inform new Enrollees about their rights for continuation of
               certain existing services.

          e)   Provide the Enrollee with the Contractor's toll free telephone
               number that may be called twenty-four (24) hours a day, seven (7)
               days a week if the Enrollee has questions about obtaining
               services and cannot reach his/her PCP (this telephone number need
               not be the Member Services line and need not be staffed to
               respond to Member Services-related inquiries). The Contractor
               must have appropriate mechanisms in place to accommodate
               Enrollees who do not have telephones and therefore cannot readily
               receive a call back.

          f)   Advise Enrollee about opportunities available to learn about MCO
               policies and benefits in greater detail (e.g., welcome meeting,
               Enrollee orientation and education sessions).

               Provide the Enrollee with a complete list of network providers
               that may be accessed directly, without referral. The list should
               group providers by service type and must include addresses and
               telephone numbers.

               Assist the Enrollee in selecting a primary care provider if the
               Enrollee has not already chosen a PCP.

     13.6 Enrollee's Rights to Advance Directives

          The Contractor shall, in compliance with the requirements of 42 CFR
          Section 434.28, maintain written policies and procedures regarding
          advance directives and inform each Enrollee in writing at the time of
          enrollment of an individual's rights under State law to formulate
          advance directives and of the Contractor's policies regarding the
          implementation of such rights. The Contractor shall include in such
          written notice to the Enrollee materials relating to advance
          directives and health care proxies as specified in 10 NYCRR Sections
          98.14(f) and 700.5.

     13.7 Approval of Written Notices

          The Contractor shall submit the format and content of all written
          notifications described in this Section for review and prior approval
          to the SDOH and/or LDSS. All written notifications must be written at
          a fourth (4th) to sixth (6th) grade level and in at least ten (10)
          point print.


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     13.8 Contractor's Duty to Report Lack of Contact

          The Contractor must inform the LDSS of any Enrollee whom it has been
          unable to contact within ninety (90) days of enrollment using
          reasonable efforts as defined in Section 13.5 of the Agreement and who
          has not presented for any health care services through the Contractor
          or its Participating Providers.

     13.9 Contractor Responsibility to Notify Enrollee of Expected Effective
          Date of Enrollment

          The Contractor must notify the Enrollee of the expected Effective Date
          of Enrollment. In the event that the actual Effective Date of
          Enrollment is different from that given to the Enrollee, the
          Contractor must notify the Enrollee of the actual date of enrollment.
          This may be accomplished through a Welcome Letter. To the extent
          practicable, such notification must precede the Effective Date of
          Enrollment.

     13.10 LDSS Notification of Enrollee's Change in Address

          SDOH will require LDSS to notify the Contractor of any known change in
          address of Enrollees in the Contractor's plan.

     13.11 Contractor Responsibility to Notify Enrollee of Effective Date of
          Benefit Package Change

          The Contractor must provide written notification of the effective date
          of any Contractor-initiated, SDOH approved benefit package change to
          Enrollees in the Contractor's plan. Notification to Enrollees must be
          provided at least 30 days in advance of the effective date of such
          change.

     13.12 Contractor Resonsibility to Notify Enrollee of Termination, Service
          Area Changes and Network Changes.

          With prior notice to and approval of the SDOH and LDSS, the Contractor
          shall inform each Enrollee in writing of any withdrawal by the
          Contractor from the Family Health Plus program pursuant to Section
          2.7, withdrawal from the service area encompassing the Enrollee's zip
          code, and/or significant changes to the Contractor's provider network
          pursuant to Section 21.1 d), except that the Contractor need not
          notify Enrollees who will not be affected by such changes.

          The Contractor shall provide the notifications within the timeframes
          specified by SDOH and/or LDSS, and shall obtain the prior approval of
          the notification from SDOH and/or LDSS.


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14.  COMPLAINT AND APPEAL PROCEDURE

     14.1 Contractor's Program to Address Complaints

          a)   The Contractor shall establish and maintain a comprehensive
               program designed to address clinical and other complaints, and
               appeals of complaint determinations which may be brought by
               Enrollees, consistent with Articles 44 and 49 of the New York
               State P.H.L. or Articles 48 and 49 of the New York State
               Insurance Law ("Insurance Law").

          b)   The program must include methods for prompt internal adjudication
               of Enrollee complaints and appeals and provide for the
               maintenance of a written record of all complaints and appeals
               received and reviewed and their disposition.

          c)   The Contractor shall ensure that persons with authority to
               require corrective action participate in the complaint and appeal
               process.

     14.2 Notification of Complaint and Appeal Program

          a)   The Contractor's specific complaint and appeal program shall be
               described in the Contractor's member handbook and shall be made
               available to all Enrollees.

          b)   The Contractor will advise Enrollees of their right to a fair
               hearing as appropriate and comply with the procedures established
               by SDOH for the Contractor to participate in the fair hearing
               process, as set forth in Section 25 of this Agreement. The
               Contractor will also advise Enrollees of their right to an
               external: appeal in accordance with Section 26 of this Agreement.

     14.3 Guidelines for Complaint and Appeal Program

          a)   The Contractor's complaint and appeal program will comply with
               the Family Health Plus Complaint and Appeals Program Guidelines
               described in Appendix F, a copy of which is annexed hereto and
               incorporated by reference into the body of this Agreement as if
               fully SET forth herein. The SDOH may modify Appendix F of this
               Agreement upon sixty, (60) days prior written notice to the
               Contractor and such modifications shall become binding and
               incorporated into this Agreement without further action by the
               parties.


                               FHPLUS - SECTION 14
                        (COMPLAINT AND APPEAL PROCEDURE)
                                 OCTOBER 1, 2001
                                      14-1
<PAGE>
          b)   The Contractor's complaint and appeal procedures shall be
               approved by the SDOH and kept on file with the Contractor and
               SDOH.

          c)   The Contractor shall not modify its complaint and appeals
               procedure without the prior written approval of SDOH and shall
               provide SDOH with a copy of the approved modifications within
               fifteen (15) days after its approval.

     14.4 Complaint Investigation Determinations

          The Contractor must adhere to determinations resulting from complaint
          investigations conducted by SDOH.


                               FHPLUS - SECTION 14
                        (COMPLAINT AND APPEAL PROCEDURE)
                                 OCTOBER 1, 2001
                                      14-2
<PAGE>
15.  ACCESS REQUIREMENTS

     15.1 Appointment Availability Standards

          The Contractor shall comply with the following appointment
          availability standards.

          a)   For emergency care: immediately upon presentation at a service
               delivery site.

          b)   For urgent care: within twenty-four (24) hours of request.

          c)   Non-urgent "sick" visit: within forty eight (48) to seventy-two
               (72) hours of request, as clinically indicated.

          d)   Routine non-urgent, preventive appointments: within four (4)
               weeks of request.

          e)   Specialist referrals (not urgent): within four (4) to six (6)
               weeks of request.

          f)   Initial prenatal visit: within three (3) weeks during first
               trimester, within two (2) weeks during the second trimester and
               within one (1) week during the third trimester.

          g)   Adult Baseline and routine physicals: within twelve (12) weeks
               from enrollment. (Adults >21).

          h)   Well child care: within four (4) weeks of request.

          i)   Initial family planning visits: within two (2) weeks of request

          j)   In-plan mental health or substance abuse follow-up visits
               (pursuant to an emergency or hospital discharge): within five (5)
               days of request, or as clinically indicated.

          k)   In-plan, non-urgent mental health or substance abuse visits:
               within two (2) weeks of request.

     15.2 Twenty-Four (24) Hour Access

          a)   The Contractor must provide access to medical services and
               coverage to Enrollees, either directly or through their PCPs and
               OB/GYNs, on a twenty-four (24) hour a day, seven (7) day a week
               basis. The Contractor must instruct Enrollees on what to do to
               obtain services after business hours and on weekends.

               The Contractor may satisfy the requirement in Section 15.2(a) by
               requiring their PCPs and OB/GYNs to have primary responsibility
               for serving as an after hours "on-call" telephone resource to
               members with medical problems. Under no circumstances may the
               Contractor routinely refer calls to an emergency room.

----------
(1)  These are general standards and are not intended to supersede sound
     clinical judgement as to the necessity for care and services on a MORE
     EXPEDIENT BASIS, WHEN JUDGED CLINICALLY NECESSARY AND APPROPRIATE.


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                        (EQUALITY OF ACCESS AND TREATMENT)
                                 OCTOBER 1, 2001
                                      15-1
<PAGE>
     15.3 Appointment Waiting Times

          Enrollees with appointments shall not routinely be made to wait longer
          than one hour.

     15.4 Travel Time Standards

          The Contractor will maintain a network that is geographically
          accessible to the population to be served.

          a)   Primary Care

               Travel time/distance to primary care sites shall not exceed 30
               minutes in metropolitan areas or 30 minutes/30 miles in
               non-metropolitan areas. In rural areas, transport time and
               distance to primary care sites may be greater than 30 minutes/30
               miles if consistent with the community standard for accessing
               care or if by Enrollee choice.

          b)   Other Providers

               Travel time/distance to specialty care, hospitals, mental health,
               lab and x-ray providers shall not exceed 30 minutes/30 miles. In
               rural areas, transport time and distance to specialty care,
               hospitals, mental health, lab and x-ray providers may be greater
               than 30 minutes/30 miles if based on the community standard for
               accessing care or if by Enrollee choice.

     15.5 Service Continuation

          a)   New Enrollees

               If a new Enrollee has an existing relationship with a health
               care provider who is not a member of the Contractor's provider
               network, the Contractor shall permit the Enrollee to continue an
               ongoing course of treatment by the Non-Participating Provider
               during a transitional period of up to sixty (60) days from the
               Effective Date of Enrollment, if (1) the Enrollee has a
               life-threatening disease or condition or a degenerative and
               disabling disease or condition, or (2) the Enrollee has entered
               the second trimester of pregnancy at the Effective Date of
               Enrollment, in which case the transitional period shall include
               the provision of postpartum care directly related to the delivery
               up until sixty (60) days post partum. If the Enrollee elects to
               continue to receive care from such Non-Participating Provider,
               such care shall be authorized by the Contractor for the
               transitional period only if the Non-Participating Provider agrees
               to:


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                        (EQUALITY OF ACCESS AND TREATMENT)
                                 OCTOBER 1, 2001
                                      15-2
<PAGE>
               i)   accept reimbursement from the Contractor at rates
                    established by the Contractor as payment in full, which
                    rates shall be no more than the level of reimbursement
                    applicable to similar providers within the Contractor's
                    network for such services; and

               ii)  adhere to the Contractor's quality assurance requirements
                    and provide to the Contractor necessary medical information
                    related to such care; and

               iii) otherwise adhere to the Contractor's policies and procedures
                    including, but not limited to procedures regarding referrals
                    and obtaining pre-authorization in a treatment plan approved
                    by the Contractor.

          In no event shall this requirement be construed to require the
          Contractor to provide coverage for benefits not otherwise covered.

          b)   Enrollees Whose Health Care Provider Leaves the Network

               The Contractor shall permit an Enrollee, whose health care
               provider has left the Contractor's network of providers for
               reasons other than imminent harm to patient care, a determination
               of fraud or a final disciplinary action by a state licensing
               board that impairs the health professional's ability to practice,
               to continue an ongoing course of treatment with the Enrollee's
               current health care provider during a transitional period,
               consistent with New York State P.H.L. Section 4403(6)(e) or
               Insurance Law Section 4804 (a).

               The transitional period shall continue up to ninety (90) days
               from the date of notice to the Enrollee of the provider's
               disaffiliation from the network; or, if the Enrollee has entered
               the second trimester of pregnancy, for a transitional period that
               includes the provision of postpartum care directly related to the
               delivery through sixty (60) days post partum. If the Enrollee
               elects to continue to receive care from such Non-Participating
               Provider, such care shall be authorized by the Contractor for the
               transitional period only if the Non-Participating Provider agrees
               to:

               i)   accept reimbursement from the Contractor at rates
                    established by the Contractor as payment in full, which
                    rates shall be no more than the level of reimbursement
                    applicable to similar providers within the Contractor's
                    network for such services;

               ii)  adhere to the Contractor's quality assurance requirements
                    and provide to the Contractor necessary medical information
                    related to such care; and

               iii) otherwise adhere to the Contractor's policies and procedures
                    including, but not limited to procedures regarding
                    referrals and


                               FHPLUS - SECTION 15
                        (EQUALITY OF ACCESS AND TREATMENT)
                                 OCTOBER 1, 2001
                                      15-3
<PAGE>
                    obtaining pre-authorization in a treatment plan approved by
                    the Contractor.

               In no event shall this requirement be construed to require the
               Contractor to provide coverage for benefits not otherwise
               covered.

     15.6 Standing Referrals

          The Contractor will implement policies and procedures to allow for
          standing referrals to participating specialists for Enrollees who have
          ongoing needs for care from such specialists, consistent with P.H.L.
          Section 4403(6)(b) unless the Contractor does not have a specialist
          qualified to meet a particular enrollee's needs. In such case, the
          Contractor shall make a referral to an appropriate provider consistent
          with P.H.L. Section 4403(6)(a) or Insurance Law Section 4804 (b).

     15.7 Specialist as a Coordinator of Primary Care

          The Contractor will implement policies and procedures to allow
          Enrollees with a life-threatening or degenerative and disabling
          disease or condition, which requires prolonged specialized medical
          care, to receive a referral to a participating specialist, who will
          then function as the coordinator of primary and specialty care for
          that Enrollee, consistent with P.H.L. Section 4403(6)(c) unless the
          Contractor does not have a specialist qualified to meet a particular
          enrollee's needs. In such case, the Contractor shall make a referral
          to an appropriate provider consistent with the P.H.L. Section
          4403(6)(a) or Insurance Law Section 4804 (c).

     15.8 Specialty Care Centers

          The Contractor will implement policies and procedures to allow
          Enrollees with a life-threatening or a degenerative and disabling
          condition or disease, which requires prolonged specialized medical
          care to receive a referral to an accredited or designated
          participating specialty care center with expertise in treating the
          life-threatening or degenerative and disabling disease or condition,
          consistent with New York State P.H.L. Section 4403(6)(d) unless the
          Contractor does not have a specialty care center qualified to meet a
          particular enrollee's needs. In such case, the Contractor shall make a
          referral to an appropriate provider consistent with the P.H.L. Section
          4403(6)(a) or Insurance Law Section 4804 (d).


                               FHPLUS - SECTION 15
                        (EQUALITY OF ACCESS AND TREATMENT)
                                 OCTOBER 1, 2001
                                      15-4
<PAGE>
16.  QUALITY ASSURANCE

     1.6.1 Internal Quality Assurance Program

          a)   Contractor must operate a quality assurance program which is
               approved by SDOH and which includes methods and procedures to
               control the utilization of FHPlus services consistent with P.H.L.
               Article 49 and 42 CFR Part 456 and Article 48 and 49 of the
               Insurance Law. Recipients records must include information
               needed to perform utilization review consistent with 42 CFR
               Sections 456.111 and 456.211. The Contractor's approved quality
               assurance program must be kept on file by the Contractor. The
               Contractor shall not modify the quality assurance program without
               the prior written approval of the SDOH.

          b)   The Contractor shall incorporate the findings from reports in
               Section 18 of this Agreement, into its quality assurance program.
               When performance is less than the statewide average or another
               standard as defined by the SDOH and developed in consultation
               with plans and appropriate clinical experts, the Contractor will
               be required to develop a plan for improving performance subject
               to approval by the SDOH. The Contractor agrees to meet with the
               SDOH up to twice a year to review improvement plans and quality
               performance.

     16.2 Standards of Care

          The Contractor must adopt practice guidelines consistent with current
          standards of care, and in compliance with recommendations, of
          professional specialty groups or the guidelines of programs such as
          the American Academy of Pediatrics, the American Academy of Family
          Physicians, the U.S. Task Force on Preventive Care, the New York State
          Child/Teen Health Program (C/THP) standards for provision of care to
          individuals under age 21, the American Medical Association's
          Guidelines for Adolescent and Preventive Services, the US Department
          of Health and Human Services Center for Substance Abuse Treatment, the
          American College of Obstetricians and Gynecologists, the American
          Diabetes Association and the AIDS Institute clinical standards for
          adult, adolescent, and pediatric care. The Contractor must have
          mechanisms in place to disseminate any changes in practice guidelines
          to its network providers at least annually, or more frequently, as
          appropriate.


                               FHPLUS - SECTION 16
                               (QUALITY ASSURANCE)
                                 OCTOBER 1, 2001
                                      16-1
<PAGE>
17.  MONITORING AND EVALUATION

     17.1 Right to Monitor Contractor Performance

          The SDOH and/or LDSS, and DHHS shall each have the right, during the
          Contractor's normal operating hours, and at any other time a
          Contractor function or activity is being conducted, to monitor and
          evaluate, through inspection or other means, the Contractor's
          performance, including, but not limited to, the quality,
          appropriateness, and timeliness of services provided under this
          Agreement.

     17.2 Cooperation During Monitoring and Evaluation

          The Contractor shall cooperate with and provide reasonable assistance
          to the SDOH and/or LDSS, and DHHS in the monitoring and evaluation of
          the services provided under this Agreement.

     17.3 Cooperation During Annual On-Site Review

          The Contractor shall cooperate with SDOH and LDSS in an annual on-site
          review of the MCO's operations. SDOH shall give the Contractor
          notification of the annual review and survey format at least
          forty-five (45) days prior to the annual site visit. This requirement
          shall not preclude SDOH and/or LDSS from site visits upon shorter
          notice for other monitoring purposes.

     17.4 Cooperation During Review of Services by External Review Agency

          The Contractor shall comply with all requirements associated with the
          annual review of the quality of services rendered to its Enrollees to
          be performed by an external review agent selected by the SDOH.


                               FHPLUS - SECTION 17
                           (MONITORING AND EVALUATION)
                                 OCTOBER 1, 2001
                                      17-1
<PAGE>
18.  CONTRACTOR REPORTING REQUIREMENTS

     18.1 Time Frames for Report Submissions

          Except as otherwise specified herein, the Contractor shall prepare and
          submit to SDOH the reports required under this Agreement in an agreed
          media format within sixty (60) days of the close of the applicable
          semi-annual or annual reporting period, and within fifteen (15)
          business days of the close of the applicable quarterly reporting
          period.

     18.2 SDOH Instructions for Report Submissions

          SDOH will provide Contractor with instructions for submitting the
          reports required by Section 18.5 (a) through (n), including time
          frames, and requisite formats: The instructions, time frames and
          formats may be modified by SDOH upon sixty (60) days written notice to
          the Contractor.

     18.3 Liquidated Damages

          The Contractor shall pay liquidated damages of $2,500 if any report
          required pursuant to this Section is materially incomplete, contains
          material misstatements or inaccurate information, or is not submitted
          on time in the requested format. The Contractor shall pay liquidated
          damages of $2,500 to the SDOH if its monthly encounter data submission
          is not received by the Fiscal Agent by the due date specified in
          Section 18.5(d). The Contractor shall pay liquidated damages of $500
          to the SDOH for each day other reports required by this Section are
          late. The SDOH shall not impose liquidated damages for a first time
          infraction by the Contractor unless the SDOH deems the infraction to
          be a material misrepresentation of fact or the Contractor fails to
          cure the first infraction within a reasonable period of time upon
          notice from the SDOH. Liquidated damages may be waived at the sole
          discretion of SDOH. Nothing in this Section shall limit other remedies
          or rights available to SDOH relating to the timeliness, completeness
          and/or accuracy of Contractor's reporting submission.

     18.4 Notification of Changes in Report Due Dates Requirements or Formats

          SDOH may extend due dates, or modify report requirements or formats
          upon a written request by the Contractor to the SDOH with a copy of
          the request to the other agency, where the Contractor has demonstrated
          a good and compelling reason for the extension or modification. The
          determination to grant a modification or extension of time shall be
          made by SDOH.


                               FHPLUS - SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 OCTOBER 1, 2001
                                      18-1
<PAGE>
     18.5 Reporting Requirements

          The Contractor shall submit the following reports to SDOH except in
          those instances in which this Agreement specifies the reports shall be
          submitted also to the LDSS:

          a)   Annual Financial Statements:

               The Contractor shall submit Annual Financial Statements to SDOH.
               The due date for annual statements shall be April 1 following the
               report closing date.

          b)   Quarterly Financial Statements:

               The Contractor shall submit Quarterly Financial Statements, to
               SDOH. The due date for quarterly reports shall be forty-five (45)
               days after the end of the calendar quarter.

          c)   Other Financial Reports:

               Contractor shall submit financial reports, including certified
               annual financial statements, and make available documents
               relevant to its financial condition to SDOH and the State
               Insurance Department (SID) in a timely manner as required by
               State laws and regulations including but not limited to PHL
               Sections 4403-a, 4404 and 4409, Title 10 NYCRR Sections 98.11,
               98.16 and 98.17 and applicable Insurance Law Sections 304, 305,
               306, and 310. The SDOH reserves the right to require Contractor
               to submit such relevant financial reports and documents related
               to the financial condition of the plan to the LDSS as set forth
               in Section 18.5(o) of this Agreement.

          d)   Encounter Data:

               The Contractor shall prepare and submit encounter data on a
               monthly basis to SDOH through its designated Fiscal Agent. Each
               provider is required to have a unique identifier. Submissions
               shall be comprised of encounter records, or adjustments to
               previously submitted records, which the Contractor has received
               and processed from provider encounter records or claim records
               of any contracted services rendered to the Enrollee in the
               current or any preceding months. Monthly submissions must be
               received by the Fiscal Agent by the Tuesday before the last
               Monday of the month to assure the submission is included in the
               Fiscal Agent's monthly production processing.


                               FHPLUS - SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 OCTOBER 1, 2001
                                      18-2
<PAGE>
          e)   Quality of Care Performance Measures:

               The Contractor shall prepare and submit reports to SDOH, as
               specified in the Quality Assurance Reporting Requirements (QARR).
               The Contractor must arrange for an NCQA-certified entity to audit
               the QARR data prior to its submission to the SDOH unless this
               requirement is specifically waived by the SDOH. The SDOH will
               select the measures which will be audited.

          f)   Complaint Reports:

               The Contractor must provide the, SDOH on a quarterly basis, and
               within fifteen (15) business days of the close of the quarter, a
               summary of all complaints received during the preceding quarter
               on the Health Provider Network ("HPN").

               The Contractor also agrees to provide on a quarterly basis, via
               the HPN, the total number of complaints that have been unresolved
               for more than forty-five (45) days. The Contractor shall maintain
               records on these and other complaints which shall include all
               correspondence related to the complaint, and an explanation of
               the disposition. These records shall be readily available for
               review by the SDOH or LDSS upon request.

               Nothing in this Section is intended to limit the right of the
               SDOH and the LDSS to obtain information immediately from a
               Contractor pursuant to investigating a particular Enrollee or
               provider complaint.

          g)   Fraud and Abuse Reporting Requirements

               i)   The Contractor must submit quarterly, via the HPN complaint
                    reporting format, the number of complaints of fraud or abuse
                    made to the Contractor that warrant preliminary
                    investigation by the Contractor.

               ii)  The Contractor must also, submit the following information
                    to the SDOH on an ongoing basis for each confirmed case of
                    fraud and abuse it identifies through complaints,
                    organizational monitoring, contractors, subcontractors,
                    providers, beneficiaries, Enrollees, etc:

                    A)   The name of the individual or entity that committed the
                         fraud or abuse;

                    B)   The source that identified the fraud or abuse;

                    C)   The type of provider, entity or organization that
                         committed the fraud or abuse;

                    D)   A description of the fraud or abuse;

                    E)   The approximate range of dollars involved;


                               FHPLUS - SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 OCTOBER 1, 2001
                                      18-3
<PAGE>
                    F)   The legal and administrative disposition of the case
                         including actions taken by law enforcement officials to
                         whom the case has been referred; and

                    G)   Other data/information as prescribed by SDOH.

               iii) Such report shall be submitted when cases of fraud and abuse
                    are confirmed, and shall be reviewed and signed by an
                    executive officer of the Contractor.

          h)   Participating Provider Network Reports:

               The Contractor shall submit electronically, to the HPN, an
               updated provider network report on a quarterly basis. The
               Contractor shall submit: an annual notarized attestation that the
               providers listed in each submission have executed an agreement
               with the Contractor to serve Contractor's FHPLUS Enrollees. The
               report submission must comply with the Managed Care Provider
               Network Data Dictionary. Networks must be reported separately for
               each designated geographic area in which the Contractor operates.

          i)   Appointment Availability/Twenty-four (24) Hour/Access and
               Availability Surveys:

               The Contractor will conduct county-specific (or service area if
               appropriate) reviews of appointment availability and twenty-four
               (24) hour access and availability surveys annually. Results of
               such surveys must be kept on file and be readily available for
               review by the SDOH or LDSS, upon request. Guidelines for such
               studies may be obtained by contacting the SDOH, Office of Managed
               Care, Bureau of Certification and Surveillance.

               The SDOH reserves the right to require the Contractor to conduct
               appointment availability and twenty-four (24) hour access studies
               twice a year, and to submit these reports to the LDSS, as stated
               in Section 18.5(o) of this Agreement.

          j)   Clinical Studies:

               The Contractor will participate in up to four (4) SDOH sponsored
               focused clinical studies annually. The purpose of these studies
               will be to promote quality improvement within the MCO.

               The Contractor will be required to conduct at least one (1)
               internal focused clinical study each year in a priority topic
               area of its choosing, from a list to be generated through the
               mutual agreement of the SDOH and the Contractor's Medical
               Director. The purpose of these studies will be to promote quality
               improvement within the


                               FHPLUS - SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 OCTOBER 1, 2001
                                      18-4
<PAGE>
               MCO. SDOH will provide guidelines for the studies structure.
               Results of these studies will be provided to the SDOH and the
               LDSS.

          k)   Independent Audits:

               The Contractor must submit copies of all certified financial
               statements and a QARR validation audit by independent auditors of
               their plan to the SDOH and the LDSS within thirty (30) days of
               receipt by the Contractor.

          l)   New Enrollee Health Screening Completion Report:

               The Contractor shall submit a quarterly report to the SDOH and
               LDSS within thirty (30) days of the close of the quarter showing
               the percentage of new Enrollees for which the Contractor was able
               to complete a health screening consistent with Section 13.5(b) of
               the Agreement.

          m)   No Contact Report:

               The Contractor shall submit a monthly report within thirty (30)
               days of the close of the reporting period to the LDSS of any
               Enrollee it is unable to contact, through reasonable means,
               including by mail, and by telephone, using methods described in
               Section 13.5 and/or of any Enrollees who have not utilized any
               health care services through the Contractor or its Participating
               Providers, within ninety (90) days of the Effective Date of
               Enrollment.

          n)   Additional Reports:

               Upon request by the SDOH, the Contractor shall prepare and submit
               other operational data reports. Such requests will be limited to
               situations in which the desired data is considered essential and
               cannot be obtained through existing Contractor reports. Whenever
               possible, the Contractor will be provided with ninety (90) days
               notice and the opportunity to discuss and comment on the proposed
               requirements before work is begun. However, the SDOH reserves the
               right to give thirty (30) days notice in circumstances where time
               is of the essence.

          o)   LDSS Specific Reports:

               The SDOH may require the Contractor to comply with LDSS specific
               reporting requirements for FHPLUS.


                               FHPLUS - SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 OCTOBER 1, 2001
                                      18-5
<PAGE>
     18.6 Ownership and Related Information Disclosure

          The Contractor shall report ownership and related information to SDOH
          and, upon request, to the Secretary of Department of Health and Human
          Services and the Inspector. General of Health and Human Services, in
          accordance with 42 U.S.C. Sections 1320a-3 and 1396b(m)(4) (Sections
          1124 and 1903(m)(4) of the Federal Social Security Act).

     18.7 Revision of Certificate of Authority

          The Contractor shall give prompt written notice to SDOH of any
          revisions of the Contractor's license under Article 43 of the
          Insurance Law.

     18.8 Public Access to Reports

          Any data, information, or reports collected and prepared by the
          Contractor and submitted to NYS authorities in the course of
          performing their duties and obligations under this program will be
          deemed to be owned by the State of New York subject to and consistent
          with the requirements of Freedom of Information Law. This provision is
          made in consideration of the Contractor's use of public funds in
          collecting and preparing such data, information, and reports.

     18.9 Professional Discipline

          a)   Pursuant to P.H.L. Section 4405-b, the Contractor shall have in
               place policies and procedures to report to the appropriate
               professional disciplinary agency within thirty (30) days of
               occurrence, any of the following:

               i)   the termination of a health care provider contract pursuant
                    to Section 4406-d of the Public Health Law for reasons
                    relating to alleged mental and physical impairment,
                    misconduct or impairment of patient safety or welfare;

               ii)  the voluntary or involuntary termination of a contract or
                    employment or other affiliation with such Contractor to
                    avoid the imposition of disciplinary measures; or

               iii) the termination of a health care provider contract in the
                    case of a determination of fraud or in a case of imminent
                    harm to patient health.

          b)   The Contractor shall make a report to the appropriate
               professional disciplinary agency within sixty (60) days of
               obtaining knowledge of any information that reasonably appears to
               show that a health professional is guilty of professional
               misconduct as defined in Articles 130 and 131(a) of the State
               Education Law.


                               FHPLUS - SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 OCTOBER 1, 2001
                                      18-6
<PAGE>
     18.10 Certification Regarding Individuals Who Have Been Debarred Or
          Suspended By Federal or State Government

          Contractor will certify to the SDOH initially and immediately upon
          changed circumstances after the last such certification that it does
          not knowingly have an individual who has been debarred or suspended by
          the federal or state government, or otherwise excluded from
          participating in procurement activities:

          a)   as a director, officer, partner or person with beneficial
               ownership of more than 5% of the Contractor's equity; or

          b)   as a party to an employment, consulting or other agreement with
               the Contractor for the provision of items and services that are
               significant and material to the Contractor's obligations in the
               FHPlus program, consistent with requirements of SSA Section 1932
               (d)(1).

     18.11 Conflict of Interest Disclosure

          Contractor shall report to SDOH, in a format specified by SDOH,
          documentation, including but not limited to the identity of and
          financial statements of, person(s) or corporation(s) with an ownership
          or contract interest in the managed care plan, or with any
          subcontract(s) in which the managed care plan has a 5% or more
          ownership interest, consistent with requirements of SSA Section 1903
          (m)(2)(a)(viii) and 42 CFR Sections 455.100 and Section 455.104.

     18.12 Physician Incentive Plan Reporting

          The Contractor shall submit to SDOH annual reports containing the
          information on all of its Physician Incentive Plan arrangements in
          accordance with 42 CFR Section 434.70 or, if no such arrangements are
          in place, attest to that. The contents and time frame of such reports
          shall comply with the requirements of 42 CFR Section 417.479 and be
          in a format provided by SDOH.


                               FHPLUS - SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 OCTOBER 1, 2001
                                      18-7
<PAGE>
19.  RECORDS MAINTENANCE AND AUDIT RIGHTS

     19.1 Maintenance of Contractor Performance Records

          The Contractor shall maintain and shall require its subcontractors,
          including its Participating Providers, to maintain appropriate records
          relating to Contractor performance under this Agreement, including:

          a)   records related to services provided to Enrollees, including a
               separate Medical Record for each Enrollee;

          b)   all financial records and statistical data that SDOH and any
               other authorized governmental agency may, require including
               books, accounts, journals, ledgers, and all financial records
               relating to capitation payments, third party health insurance
               recovery, and other revenue received and expenses incurred under
               this Agreement;

          c)   appropriate financial records to document fiscal activities and
               expenditures, including records relating to the sources and
               application of funds and to the capacity of the Contractor or its
               subcontractors, including its Participating Providers, if
               relevant, to bear the risk of potential financial losses.

     19.2 Maintenance of Financial Records and Statistical Data

          The Contractor shall maintain all financial records and statistical
          data according to generally accepted accounting principles.

     19.3 Access to Contractor Records

          The Contractor shall provide SDOH, the Comptroller of the State of New
          York, DHHS, the Comptroller General of the United States, and their
          authorized representatives with access to all records relating to
          Contractor performance under this Agreement for the purposes of
          examination, audit, and copying (at reasonable cost to the requesting
          party) of such records. The Contractor shall give access to such
          records on two (2) business days prior written notice, during normal
          business hours, unless otherwise provided or permitted by applicable
          laws, rules, or regulations.

     19.4 Retention Periods

          The Contractor shall preserve and retain all records relating to
          Contractor performance under this Agreement in readily accessible form
          during the term of this Agreement and for a period of six (6) years
          thereafter except that the Contractor shall retain Enrollees' medical
          records that are in the


                               FHPLUS - SECTION 19
                     (RECORDS MAINTENANCE AND AUDIT RIGHTS)
                                 OCTOBER 1, 2001
                                      19-1
<PAGE>
          custody of the Contractor for six (6) years after the date of service
          rendered to the Enrollee or cessation of Contractor operation, and in
          the case of a minor, for six (6) years after majority. The Contractor
          shall require and make reasonable efforts to assure that Enrollees
          medical records are retained by providers for six (6) years after the
          date of service rendered to the Enrollee or cessation of Contractor
          operation, and in the case of a minor, for six (6) years after
          majority. All provisions of this Agreement relating to record
          maintenance and audit access shall survive the termination of this
          Agreement and shall bind the Contractor until the expiration of a
          period of six (6) years commencing with termination of this Agreement
          or if an audit is commenced, until the completion of the audit,
          whichever occurs later. If the Contractor becomes aware of any
          litigation, claim, financial management review or audit that is
          started before the expiration of the six (6) year period, the records
          shall be retained until all litigation, claims, financial management
          review or audit findings involved in the record have been resolved and
          final action taken.


                               FHPLUS - SECTION 19
                     (RECORDS MAINTENANCE AND AUDIT RIGHTS)
                                 OCTOBER 1, 2001
                                      19-2
<PAGE>
20.  CONFIDENTIALITY

     20.1 Confidentiality of Identifying Information about FHPlus Enrollees and
          Applicants

          All information relating to services to FHPlus Enrollees and
          applicants which is obtained by the Contractor shall be confidential
          pursuant to the New York State P.H.L., including P.H.L. Article 27 F,
          the provisions of Section 369(4) of the NYS Social Services Law, 42
          U.S.C. Section 1396a(a)(7) (Section 1902(a)(7) of the Federal Social
          Security Act), Section 33.13 of the Mental Hygiene Law, and
          regulations promulgated under such laws, including 42 CFR Part 2
          pertaining to Alcohol and Substance Abuse Services. Such information
          including information relating to services to FHPlus Enrollees and
          applicants under this Agreement shall be used or disclosed by the
          Contractor only for a purpose directly connected with performance of
          the Contractor's obligations. It shall be the responsibility of the
          Contractor to inform its employees and contractors of the confidential
          nature of FHPlus information.

     20.2 Confidentiality of Medical Records

          Medical records of FHPlus Enrollees enrolled pursuant to this
          Agreement shall be confidential and shall be disclosed to and by other
          persons within the Contractor's organization including Participating
          Providers, only as necessary to provide medical care, to conduct
          quality assurance functions and peer review functions, or as necessary
          to respond to a complaint and appeal under the terms of this
          Agreement.

     20.3 Length of Confidentiality Requirements

          The provisions of this Section shall survive the termination of this
          Agreement and shall bind the Contractor so long as the Contractor
          maintains any individually identifiable information relating to FHPlus
          Enrollees and applicants.


                               FHPLUS - SECTION 20
                                (CONFIDENTIALITY)
                                 OCTOBER 1, 2001
                                      20-1
<PAGE>
21.  PARTICIPATING PROVIDERS

     21.1 Network Requirements

          a)   Sufficient Number

               i)   The Contractor will establish and maintain a network of
                    Participating Providers.

               ii)  The Contractor's network must contain all of the provider
                    types necessary to furnish the FHPlus prepaid Benefit
                    Package as defined in Appendix K, a copy of which is amended
                    hereto and incorporated by reference herein as if fully set
                    forth in the body of this Agreement, including but not
                    limited to hospitals, physicians (primary care and
                    specialists), mental health and substance abuse providers,
                    allied health professionals, ancillary providers, DME
                    providers and home health providers.

               iii) To be considered accessible, the network must contain a
                    sufficient number and array of providers to meet the diverse
                    needs of the Enrollee population. This includes being
                    geographically accessible (meeting time/distance standards)
                    and being accessible for the disabled.

               iv)  The Contractor shall not include in its network any provider
                    who has been sanctioned or prohibited from serving Medicaid
                    recipients or receiving Medical Assistance payments.

          b)   Absence of Appropriate Network Provider

               In the event that the Contractor determines that it does not have
               a Participating Provider with appropriate training and experience
               to meet the particular health care needs of an Enrollee, the
               Contractor shall make a referral to an appropriate
               Non-Participating Provider pursuant to a treatment plan approved
               by the Contractor in consultation with the Primary Care Provider,
               the Non-Participating Provider and the Enrollee or the Enrollee's
               designee. The Contractor shall pay for the cost of the services
               in the treatment plan provided by the Non-Participating Provider.

          c)   Suspension of Enrollee Assignments To Providers

               The Contractor shall ensure that there is sufficient capacity,
               consistent with SDOH standards, to serve Enrollees under this
               Agreement. In the event any of the Contractor's Participating
               Providers are no longer able to


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-1
<PAGE>
               accept assignment of new Enrollees due to capacity limitations,
               as determined by the SDOH, the Contractor will suspend assignment
               of any additional Enrollees to such Participating Provider until
               it is capable of further accepting Enrollees. When a
               Participating Provider has more than one (1) site, the suspension
               will be made by site.

          d)   Notice of Provider Termination

               The Contractor shall immediately notify SDOH of any notice of
               termination of a provider agreement to the Contractor's provider
               network received from the following providers:

                    i)   Hospital

                    ii)  IPA

                    iii) Medical Group

               The Contractor shall also notify SDOH in the event that the
               Contractor and the providers have failed to re-execute a renewal
               provider agreement forty-five (45) days prior to the expiration
               of the agreement.

               The Contractor shall submit a contingency plan to SDOH, at least
               forty-five (45) days prior to the termination or expiration of
               the agreement, identifying the number of Enrollees affected by
               the potential withdrawal, if applicable, and specifying how
               services previously furnished by the participating providers will
               be provided in the event of their withdrawal. If the provider is
               a participating hospital, the Contractor shall identify the
               number of providers who would not have admitting privileges in
               the absence of such participating hospital.

               The Contractor shall develop a transition plan for patients of
               the departing providers subject to approval by SDOH. SDOH may
               direct the Contractor to provide notice to the patients of PCPs
               or specialists including available options for the patients, and
               availability of continuing care, consistent with Section 13.7,
               not less than thirty (30) days prior to the termination of the
               provider agreement. In the event that provider agreements are
               terminated with less than the notice period required by this
               section, the Contractor shall immediately notify SDOH, and
               develop a transition plan on an expedited basis and provide
               notice to patients subject to the consent of SDOH.

               Upon Contractor notice of failure to re-execute, or termination
               of, a provider agreement, the SDOH may waive the requirement of
               submission of a contingency plan upon a determination by the SDOH
               that:

                    i)   the impact upon Enrollees is not significant, and/or

                    ii)  the Contractor and provider are continuing to negotiate
                         in good faith and consent to extend the provider
                         agreement for a period


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-2
<PAGE>
                    of time necessary to provide not less than thirty (30) days
                    notice to Enrollees.

               SDOH reserves the right to take any other actions permitted by
               this Agreement and under regulatory or statutory authority,
               including but not limited to contract termination.

     21.2 Credentialing

          a)   Licensure

               The Contractor shall ensure, in accordance with Article 44 of the
               Public Health Law, that persons and entities providing care and
               services for the Contractor in the capacity of physician,
               dentist, physician's assistant, registered nurse, other medical
               professional or paraprofessional, or other such person or entity
               satisfy all applicable licensing, certification, or qualification
               requirements under New York law and that the functions and
               responsibilities of such persons and entities in providing
               Benefit Package services under this Agreement do not exceed those
               permissible under New York law.

          b)   Minimum Standards

               The Contractor agrees that all network physicians will meet at
               least one (1) of the following standards, except as specified in
               Section 21.13(b) and Appendix I of this agreement:

               i)   Be board-certified or -eligible in their area of specialty;

               ii)  Have completed an accredited residency program; or

               iii) Have admitting privileges at one (1) or more hospitals
                    participating in the Contractor's network.

          c)   Credentialing/Recredentialing Process

               The Contractor shall have in place a formal process for
               credentialing Participating Providers on a periodic basis (not
               less than once every three (3) years) and for monitoring
               Participating Providers performance.

          d)   Application Procedure

               The Contractor shall establish a written application procedure to
               be used by a health care professional interested in serving as a
               Participating Provider with the Contractor. The criteria for
               selecting providers, including the minimum qualification
               requirements that a health care professional must meet to be
               considered by the Contractor, must be defined in writing and
               developed in consultation


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-3
<PAGE>
               with appropriately qualified health care professionals. Upon
               request, the application procedures and minimum qualification
               requirements must be made available to health care professionals.

     21.3 SDOH Exclusion or Termination of Providers

          If SDOH excludes or terminates a provider from its Medicaid Program,
          the Contractor shall, upon learning of such exclusion or termination,
          immediately terminate the provider agreement with the Participating
          Provider as it pertains to the Contractor's FHPlus program, and agrees
          to no longer utilize the services of the subject provider, as
          applicable. The Contractor will receive a listing of currently
          excluded Medicaid providers mailed monthly to the correspondence
          address, that the Contractor specified to SDOH during the initial
          provider enrollment process. Such listing shall be deemed to
          constitute constructive notice. This notification should not be the
          sole basis for identifying current exclusions or termination of
          previously approved providers. Should the Contractor become aware,
          through any source, of an SDOH exclusion or termination, the
          Contractor shall validate this information with the Office of Medicaid
          Management, Bureau of Enforcement Activities and comply with the
          provisions of this Section.

     21.4 Evaluation Information

          The Contractor shall develop and implement policies and procedures to
          ensure that health care professionals are regularly advised of
          information maintained by the Contractor to evaluate the performance
          or practice of health care professionals. The Contractor shall consult
          with health care professionals in developing methodologies to collect
          and analyze health care professional profiling data. The Contractor
          shall provide any such information and profiling data and analysis to
          health care professionals. Such information, data or analysis shall be
          provided on a periodic basis appropriate to the nature and amount of
          data and the volume and scope of services provided. Any profiling data
          used to evaluate the performance or practice of a health care
          professional shall; be measured against stated criteria and an
          appropriate group of health care professionals using similar treatment
          modalities serving a comparable patient population. Upon presentation
          of such information or data, each health care professional shall be
          given the opportunity to discuss the unique nature of the health care
          professional's patient population which may have a bearing on the
          health care professional's profile and to work cooperatively with the
          Contractor to improve performance.


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-4
<PAGE>
     21.5 Payment In Full

          Contractor must limit participation to providers who agree that
          payment received from the Contractor for services included in the
          Benefit Package will be payment in full for services provided to
          Enrollees.

     21.6 Choice/Assignment of PCPs

          a)   The Contractor shall offer each Enrollee the choice of no fewer
               than three (3) Primary Care Providers within program
               distance/travel time standards. Contractor must assign a PCP to
               individuals who fail to select a PCP. The assignment of a PCP by
               the Contractor may occur after written notification of Contractor
               by LDSS of the enrollment (through Roster or other method) and
               after written notification of the Enrollee by the Contractor but
               in no event later than thirty (30) days after notification of
               enrollment, and only after the Contractor has made reasonable
               efforts as set forth in Section 13.5 of this Agreement to contact
               the Enrollee and inform him/her of his/her right to choose a PCP.

               PCP assignments should be made taking into consideration the
               following:

               i)   Enrollee's geographic location;

               ii)  any special health care needs, if known by the Contractor;
                    and

               iii) any special language needs, if known by the Contractor.

               In circumstances where, the Contractor operates or contracts with
               a multi-provider clinic to deliver primary care services, the
               Enrollee must choose or be assigned a specific provider or
               provider team within the clinic to serve as his/her PCP. This
               "lead" provider will be held accountable for performing the PCP
               duties.

     21.7 PCP Changes

          a)   The Contractor must allow Enrollees the freedom to change PCPs,
               without cause, within thirty (30) days of the Enrollee's first
               appointment with the PCP. After the first thirty (30) days, the
               PCP may be changed once every six (6), months without cause.

          b)   The Contractor must process a request to change PCPs and advise
               the Enrollee of the effective date of the change within
               forty-five (45) days of receipt of the request. The change must
               be effective no later than the first (1st) day of the second
               (2nd) month following the month in which the request is made.


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-5
<PAGE>
               The Contractor will provide Enrollees with an opportunity to
               select a new PCP in the event that the Enrollee's current PCP
               leaves the network or otherwise becomes unavailable. Such changes
               shall not be considered in the calculation of changes for cause
               allowed within a six (6) month period.

               In the event that an assignment of a new PCP is necessary due to
               the unavailability of the Enrollee's former PCP, such assignment
               shall be made in accordance with the requirements of Section
               21.6. of this Agreement.

               In addition to those conditions and circumstances under which the
               Contractor may assign a PCP to an Enrollee when the Enrollee
               fails to make an affirmative choice of a PCP, the Contractor may
               initiate a PCP change for an Enrollee under the following
               circumstances:

               i)   The Enrollee requires specialized care for an acute or
                    chronic condition and the Enrollee and Contractor agree that
                    reassignment to a different PCP is in the Enrollee's
                    interest.

               ii)  The Enrollee's place of residence has changed and as a
                    result he/she lives beyond the PCP travel time/distance
                    standard.

               iii) The Enrollee's PCP ceases to participate in the Contractor's
                    network.

               iv)  The Enrollee's behavior toward the PCP is disruptive and the
                    PCP has made all reasonable efforts to accommodate the
                    Enrollee.

               v)   The Enrollee has taken legal action against the PCP.

               Prior to initiating a change, the Contractor must offer affected
               Enrollees the opportunity to select a new PCP in the manner
               described in this Section.

     21.8 PCP Status Changes

          The Contractor agrees to notify its Enrollees of any of the following
          PCP changes:

          a)   Enrollees will be notified within three (3) business days from
               the date on which the Contractor becomes aware of the change if:

               i)   Office address/telephone number change.

               ii)  Office hours change.

          b)   Enrollees will be notified within fifteen (15) days from the date
               on which the Contractor became aware of the following changes:

               i)   An Enrollee's PCP ceases participation with the Contractor
                    (in such cases, the Contractor must ensure that a new PCP is


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-6
<PAGE>
                    assigned within thirty (30) days of the date of notice to
                    the Enrollee).

               ii)  An Enrollee is in an ongoing course of treatment with
                    another Participating Provider who becomes unavailable to
                    continue to provide services to such Enrollee. In such
                    cases, the notice shall also describe the procedures for
                    continuing care.

     21.9 PCP Responsibilities

          In conformance with the Benefit Package, the PCP shall provide health
          counseling and advice; conduct baseline and periodic health
          examinations; diagnose and treat conditions not requiring the services
          of a specialist; arrange inpatient care, consultation with
          specialists, laboratory and radiological services when medically
          necessary; coordinate the findings of consultants and laboratories and
          interpret such findings to the Enrollee and the Enrollee's family,
          subject to the confidentiality provisions of Section 20 of this
          Agreement, and maintain a current medical record for the Enrollee. The
          PCP shall also be responsible for determining the urgency of a
          consultation with a specialist and shall arrange for all consultation
          appointments within appropriate time frames.

     21.10 Member to Provider Ratios

          The Contractor agrees to adhere to the member-to-PCP ratios shown
          below. These ratios are for Medicaid and FHPlus Enrollees, are
          Contractor-specific, and assume the practitioner is a full-time
          equivalent (FTE) (defined as a provider practicing at least forty (40)
          hours per week for the Contractor):

          i)   No more than 1,500 Medicaid and FHPlus Enrollees for each
               physician, or 2,400 for a physician practicing in combination
               with a registered physician assistant or a certified nurse
               practitioner.

          ii)  No more than 1,000 Medicaid and FHPlus Enrollees for each
               certified nurse practitioner.

          The Contractor agrees that these ratios will be prorated for
          Participating Providers who represent less than a FTE to the
          Contractor.

     21.11 Minimum Office Hours General

               Requirements

               A PCP must practice a minimum of sixteen (16) hours a week a each
               primary care site.


                              FHPLUS - SECTION 21,
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-7
<PAGE>
          The minimum office hours requirement may be waived under certain
          circumstances. A request for a waiver must be submitted by the MCO to
          the Medical Director of the Office of Managed Care for review and
          approval. The physician must be available at least eight (8)
          hours/week, the physician must be practicing in a Health Provider
          Shortage Area (HPSA) or other similarly determined shortage area, the
          physician must be able to fulfill the other responsibilities of a PCP
          (as described in this Section); and the waiver request must
          demonstrate there are systems in place- to guarantee continuity of
          care and to meet all access and availability standards (24-hr/7 day
          week coverage, appointment availability, etc.) SDOH shall notify the
          Contractor when a waiver has been granted.

     21.12 Primary Care Practitioners

          a)   General Limitations

               The Contractor agrees to limit its PCPs to the following primary
               care specialties: Family Practice, General Practice, General
               Pediatrics, General Internal Medicine, except as specified in
               (b), (c), (d) and (e) of this Section.

          b)   Specialist and Sub-specialist as PCPs

               The Contractor is permitted to use specialist and sub-specialist
               physicians as PCPs when such an action is considered by the
               Contractor to be medically appropriate and cost-effective. As an
               alternative, the Contractor may restrict its PCP network to
               primary care specialties only, while relying on standing
               referrals to specialists and sub-specialists for Enrollees who
               require regular visits to such physicians.

          c)   OB/GYN Providers as PCPs

               The Contractor, at its option, is permitted to use OB/GYN
               providers as PCPs, subject to SDOH qualifications.

          d)   Certified Nurse Practitioners as PCPs

               The Contractor is permitted to use certified nurse practitioners
               as PCPs, subject to their scope of practice limitations under New
               York State Law.

          e)   Registered Physician Assistants as Physician Extenders


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-8
<PAGE>
               The Contractor is permitted to use registered physician
               assistants as physician-extenders, subject to their scope of
               practice limitations under New York State Law.

     21.13 PCP Teams

          a)   General Requirements

               The Contractor may designate teams of physicians/certified nurse
               practitioners to serve as PCPs for Enrollees. Such teams may
               include no more than four (4) physicians/certified nurse
               practitioners and when an Enrollee chooses or is assigned to a
               team, one of the practitioners must be designated as "lead
               provider" for that Enrollee. In the case of teams comprised of
               medical residents under the supervision of an attending
               physician, the attending physician must be designated as the lead
               physician.

          b)   Medical Residents

               The Contractor shall comply with SDOH Guidelines for use of
               Medical Residents as found in Appendix I which is incorporated by
               reference herein as if fully set forth in the body of this
               agreement.

     21.14 Hospitals

          a)   Tertiary Services

               The Contractor will establish hospital networks capable of
               furnishing the full range of tertiary services to Enrollees.
               Contractors shall ensure that, all- Enrollees have access to at
               least one (1) general acute care hospital within thirty (30)
               minutes/thirty (30) miles travel time (by car or public
               transportation) from the Enrollee's residence, unless no
               hospitals are located within such a distance. If no hospitals are
               located within thirty (30) minutes travel time/ thirty (30) miles
               travel distance, the Contractor must include the next closest
               site in its network.

          b)   Emergency Services

               The Contractor shall ensure and demonstrate that it maintains
               relationships with hospital emergency facilities, including
               comprehensive psychiatric emergency programs (where available)
               within and around its Service Area to provide Emergency Services.


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-9
<PAGE>
     21.15 Dental Networks

          If the Contractor includes dental services in its Benefit Package, the
          Contractor's dental network shall include geographically accessible
          general dentists sufficient to offer each Enrollee a choice of two (2)
          primary care dentists in their Service Area and to achieve a ratio of
          at least one (1) primary care dentist for each 2,000 Enrollees
          Networks must also include at least one oral surgeon. Orthognathic
          surgery, temporal mandibular disorders (TMD) and oral/maxillofacial
          prosthodontics must be provided through any qualified dentist, either
          in network or by referral. Periodontists and endodontists must also be
          available by referral. The network should include dentists with
          expertise in serving special needs populations (e.g., HIV+ and
          developmentally disabled patients).

               Dental surgery performed in an ambulatory clinic or inpatient
               setting is the responsibility of the Contractor regardless of
               whether the plan has opted to provide dental services.

     21.16 Mental Health, Alcohol and Substance Abuse Providers

               The Contractor will include a full array of mental health and
               substance abuse providers in its networks in sufficient numbers
               to assure accessibility to services on the part of Enrollees,
               using either individual, appropriately licensed practitioners or
               New York State Office of Mental Health (OMH) and Office of
               Alcohol and Substance Abuse Services (OASAS) licensed programs
               and clinics, or both.

               The State defines mental health and substance abuse providers to
               include the following: Psychiatrists, Psychologists, Psychiatric
               Nurse Practitioners, Psychiatric Clinical Nurse Specialists,
               Licensed Certified Social Workers, OMH and OASAS Programs and
               Clinics, and Providers of mental health and/or
               alcoholism/substance abuse services certified or licensed
               pursuant to Articles 23 or 31 of Mental Hygiene Law, as
               appropriate. OASAS programs include Certified Drug and Alcohol
               Counselors employed only by OASAS licensed programs.

     21.17 Laboratory Procedures

               The Contractor agrees to restrict its laboratory provider network
               to entities having either a CLIA certificate of registration or a
               CLIA certificate of waiver.

     21.18 Federally Qualified Health Centers (FQHCs)


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-10
<PAGE>
          The Contractor shall contract with FQHCs operating in its Service
          Area. However, the Contractor has the option to make a written request
          to the SDOH for an exemption from the FQHC contracting requirement, if
          the Contractor can demonstrate, with supporting documentation, that it
          has adequate capacity and will provide a comparable level of clinical
          and enabling services (e.g., outreach, referral services, social
          support services, culturally sensitive services such as training for
          medical and administrative staff, medical and non-medical and case
          management services) to vulnerable populations in lieu of contracting
          with an FQHC in its Service Area. Written requests for exemption from
          this requirement are subject to approval by HCFA.

          When the Contractor is participating in a county where an MCO that is
          sponsored, owned and/or operated by one or more FQHCs exists, the
          Contractor is not required to include any FQHCs within its network in
          that county.

     21.19 Provider Services Function

          The Contractor will operate a Provider Services function during
          regular business hours. At a minimum, the Contractor's Provider
          Services staff must be responsible for the following:

          a)   Assisting providers with prior authorization and referral
               protocols.

          b)   Assisting providers with claims payment procedures.

          c)   Fielding and responding to provider questions and complaints.


                               FHPLUS - SECTION 21
                            (PARTICIPATING PROVIDERS)
                                 OCTOBER 1, 2001
                                      21-11
<PAGE>
22.  SUBCONTRACTS AND PROVIDER AGREEMENTS

     22.1 Written Subcontracts

          Contractor may not enter into any subcontracts related to the delivery
          of services to Enrollees, except by a written agreement.

          If the Contractor enters into subcontracts for the performance of work
          pursuant to this Agreement, the Contractor shall take full
          responsibility for the acts or omissions of its subcontractors.
          Nothing in the subcontract shall impair the rights of the State under
          this Agreement. No contractual relationship shall be deemed to exist
          between the subcontractor and the State.

          The Contractor agrees not to enter into any agreements, with third
          party organizations for the performance of its obligations, in whole
          or in part, under this Agreement without the State's prior written
          approval of such third parties and the scope of the work to be
          performed by them. The State's approval of the scope of work and the
          subcontractor does not relieve the Contractor of its obligation to
          perform fully under this Agreement. The responsibilities of the
          Contractor and any subcontractors will be limited to those specified
          in the subcontracts.

     22.2 Permissible Subcontracts

          Contractor may subcontract for provider services as set forth in
          Sections 2.6 and 21 of this contract and management services
          including, but not limited to, marketing, quality assurance and
          utilization review activities and such other services only as are
          acceptable to the SDOH.

          All subcontracts, including provider agreements, entered into by the
          Contractor to provide program services for Family Health Plus under
          this Agreement shall contain the provisions specifying:

               a.   That the work performed by the subcontractor must be in
                    accordance with the terms of this Agreement;

               b.   That nothing contained in such agreement shall impair the
                    rights of the State; and

               c.   That the subcontractor specifically agrees to be bound by
                    the confidentiality provisions set forth in the Agreement
                    between the State and the Contractor.


                               FHPLUS - SECTION 22
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                                 OCTOBER 1, 2001
                                      22-1
<PAGE>
     22.3 Provisions of Services through Provider Agreements

          All medical care and/or services covered under this Agreement, with
          the exception of seldom used subspecialty and Emergency Services,
          Family Planning Services, and services for which Enrollees can self
          refer, shall be provided through Provider Agreements with
          Participating Providers.

     22.4 Approvals

               Provider Agreements and any material amendments thereto shall
               require the approval of SDOH as set forth in P.H.L. 4402 and 10
               NYCRR Part 98.

               If a subcontract is for management services under 10 NYCRR
               Section 98.11, it must be approved by SDOH prior to becoming
               effective.

               Any material modifications to existing or new subcontract
               arrangements to perform activities relative to service provided
               under this Agreement must be submitted in writing and approved by
               SDOH before they may be implemented.

     22.5 Required Components

          a)   The Contractor shall impose - obligations and duties on its
               subcontractors, including its Participating Providers, that are
               consistent with this Agreement, and that do not impair any rights
               accorded to DHHS, SDOH, or the LDSS.

     No subcontract, including any Provider Agreement shall limit or terminate
     the Contractor's duties and obligations under this Agreement.

               Nothing contained in this Agreement between SDOH and the
               Contractor shall create any contractual relationship between any
               subcontractor of the Contractor, including Participating
               Providers, and SDOH.

          b)   Any subcontract entered into by the Contractor shall fulfill the
               requirements of 42 CFR Part 434 that are appropriate to the
               service or activity delegated under such subcontract.

               The Contractor shall also ensure that, in the event the
               Contractor fails to pay any subcontractor, including any
               Participating Provider


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                                 OCTOBER 1, 2001
                                      22-2
<PAGE>
               in accordance with the subcontract or Provider Agreement, the
               subcontractor or Participating Provider will not seek payment
               from the LDSS, SDOH, the Enrollees, their eligible dependents, or
               anyone authorized to act on an Enrollee's behalf.

               The Contractor shall include in every Provider Agreement a
               procedure for the resolution of disputes between the Contractor
               and its Participating Providers.

     22.6 Timely Payment

          Contractor shall make payments to affiliated health care providers for
          items and services covered under this Agreement on a timely basis,
          consistent with the claims payment procedures described in Insurance
          Law Section 3224-a.

     22.7 Restrictions on Disclosure

          The Contractor shall not by contract or by written policy or procedure
          prohibit or restrict any health care provider from the following:

          a)   Disclosing to any subscriber, Enrollee, patient, designated
               representative or, where appropriate, prospective Enrollee any
               information that such provider deems appropriate regarding:

               i)   a condition or a course of treatment with such subscriber,
                    Enrollee, patient, designated representative or prospective
                    Enrollee, including the availability of other therapies,
                    consultations, or tests; or

               ii)  The provisions, terms, or requirements of the Contractor's
                    products as they relate to the Enrollee, where applicable.

          b)   Filing a complaint, making a report or comment to an appropriate
               governmental body regarding the policies or practices of the
               Contractor when they believe that the policies or practices
               negatively impact upon the quality of, or access to, patient
               care.

          c)   Advocating to the Contractor on behalf of the Enrollee for
               approval or coverage of a particular treatment or for the
               provision of health care services.

     22.8 Transfer of Liability

          No contract or agreement between the Contractor and a health care
          provider shall contain any clause purporting to transfer to the health
          care, provider, other than a medical group, by indemnification or
          otherwise, any


                               FHPLUS - SECTION 22
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                                 OCTOBER 1, 2001
                                      22-3
<PAGE>
          liability relating to activities, actions or omissions of the
          Contractor as opposed to those of the health care provider.

     22.9 Termination of Health Care Professional Agreements

          The Contractor shall not terminate a contract with a health care
          professional unless the Contractor provides to the health care
          professional a written explanation of the reasons for the proposed
          termination and an opportunity for a review or hearing as hereinafter
          provided. For purposes of this Section a health care professional is
          an individual licensed, registered or certified pursuant to Title 8 of
          the Education Law.

          These requirements shall not apply in cases involving imminent harm to
          patient care, a determination of fraud, or a final disciplinary action
          by a state licensing board or other governmental agency that impairs
          the health care professional's ability to practice.

          When the Contractor desires to terminate a contract with a health care
          professional, the notification of the proposed termination by the
          Contractor to the health care professional shall include:

          a)   the reasons for the proposed action;

          b)   notice that the health care professional has the right to request
               a hearing or review, at the provider's discretion, before a panel
               appointed by the Contractor;

               a time limit of not less than thirty (30) days within which a
               health care professional may request a hearing; and

               a time limit for a hearing date which must be held within thirty
               (30) days after the date of receipt of a request for a hearing.

          No contract or agreement between the Contractor and a health care
          professional shall contain any provision which shall supersede or
          impair a health care professional's right to notice of reasons for
          termination and the opportunity for a hearing or review concerning
          such termination.

     22.10 Health Care Professional Hearings

          A health care professional that has been notified of his or her
          proposed termination must be allowed a hearing. The procedures for
          this hearing must meet the following standards:

          a)   The hearing panel shall be comprised of at least three persons
               appointed by the Contractor. At least one person on such panel
               shall


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                                 OCTOBER 1, 2001
                                      22-4
<PAGE>
               be a clinical peer in the same discipline and the same or similar
               specialty as the health care professional under review. The
               hearing panel may consist of more than three persons, provided
               however that the number of clinical peers on such panel shall
               constitute one-third or more of the total membership of the
               panel.

          b)   The hearing panel shall render a decision on the proposed action
               in a timely manner. Such decision shall include reinstatement of
               the health care professional by the Contractor, provisional
               reinstatement subject to conditions set forth by the Contractor
               or termination of the health care professional. Such decision
               shall be provided in writing to the health care professional.

          c)   A decision by the hearing panel to terminate a health care
               professional shall be effective not less than thirty (30) days
               after the receipt by the health care professional of the hearing
               panel's decision. Notwithstanding the termination of a health
               care professional for cause or pursuant to a hearing, a plan
               shall permit an Enrollee to continue an on-going course of
               treatment for a transition period of up to ninety (90) days, and
               post-partum care, subject to provider agreement, pursuant to
               P.H.L. Section 4406(6)(e).

          d)   In no event shall termination be effective earlier than sixty
               (60) days from the receipt of the notice of termination.

     22.11 Non-Renewal of Provider Agreements

          Either party to a contract may exercise a right of non-renewal at the
          expiration of the contract period set forth therein or, for a contract
          without a specific expiration date, on each January first occurring
          after the contract has been in effect for at least one year, upon
          sixty (60) days notice to the other party; provided, however, that any
          non-renewal shall not constitute a termination for the purposes of
          this Section.

     22.12 Physician Incentive Plan

          If Contractor elects to operate a Physician Incentive Plan, Contractor
          agrees that no specific payment will be made directly or indirectly
          under the plan to a physician or physician group as an inducement to
          reduce or limit medically necessary services furnished to an Enrollee.
          Contractor agrees to submit to SDOH annual reports containing the
          information on its physician incentive plan in accordance with 42 CFR
          Section 434.70. The contents of such, reports shall comply with the
          requirements of 42 CFR Section 417.479 and be in a format to be
          provided by SDOH.


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                                 OCTOBER 1, 2001
                                      22-5
<PAGE>
The Contractor must ensure that any agreements for contracted services covered
by this Agreement, such as agreements between the Contractor and other entities
or between the Contractor's subcontracted entities and their contractors, at all
levels including the physician level, include language requiring that the
physician incentive plan information be provided by the sub-contractor in an
accurate and timely manner to the Contractor, in the format requested by SDOH.

In the event that the incentive arrangements place the physician or physician
group at risk for services beyond those provided directly by the physician or
physician group for an amount beyond the risk threshold of 25% of potential
payments for covered services (substantial financial risk), the Contractor must
comply with all additional requirements listed in regulation, such as: conduct
enrollee/disenrollee satisfaction surveys; disclose the requirements, for the
physician incentive plans to its beneficiaries upon request; and ensure that all
physicians and physician groups at substantial financial risk have adequate
stop-loss protection. Any of these additional requirements that are passed on to
the subcontractors must be clearly stated in the agreement between the
Contractor and each subcontractor.


                               FHPLUS - SECTION 22
                     (SUBCONTRACTS AND PROVIDER AGREEMENTS)
                                 OCTOBER 1, 2001
                                      22-6
<PAGE>
23.  FRAUD AND ABUSE PREVENTION PLAN

     A Fraud and Abuse Prevention Plan for the detection, investigation and
     prevention of fraudulent activities must be filed by the Contractor with
     the Commissioner of Health to the extent required by SDOH regulations.

24.  AMERICANS WITH DISABILITIES ACT COMPLIANCE PLAN

     Contractor must comply with Title II of the Americans with Disabilities Act
     (ADA) and Section 504 of the Rehabilitation Act of 1973 for program
     accessibility, and-must develop an ADA Compliance Plan consistent with the
     guidelines in Appendix J of this Agreement a copy of which is amended
     hereto and incorporated into the body of the Agreement as if fully set
     forth herein. Said plan must be approved by the SDOH and be filed with the
     Commissioner of Health and be kept on file by the Contractor.

25.  FAIR HEARINGS

     25.1 Enrollee Access To Fair Hearing Process

          Enrollees may access the fair hearing process in accordance with
          applicable federal and state laws and regulations. Contractors must
          abide by and participate in New York State's Fair Hearing Process and
          comply with determinations made by a fair hearing officer.

     25.2 Enrollee Rights to a Fair Hearing

          Enrollees may request a fair hearing regarding adverse LDSS
          determinations concerning enrollment, disenrollment and eligibility,
          and regarding the denial, termination, suspension or reduction of a
          clinical treatment or other Benefit Package services by the
          Contractor. For issues related to disputed services, Enrollees must
          have received an adverse determination from the Contractor or its
          approved utilization review agent either overriding a recommendation
          to provide services by a Participating Provider or confirming the
          decision of a Participating Provider to deny those services. An
          Enrollee may also seek a fair hearing for a failure by the Contractor
          to act with reasonable promptness with respect to such services.
          Reasonable promptness shall mean compliance with the time frames
          established for review of grievances and utilization review in
          Sections 44 and 49 of the Public Health Law for Article 44 plans or
          Articles 48 and 49 of the State Insurance Law for Article 43 plans.

     25.3 Contractor Notice to Enrollees

          Contractor must issue a written Notice of Adverse Determination and
          Fair Hearing Rights to any Enrollee:


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                                 OCTOBER 1, 2001
                                  PAGE 1 OF 11
<PAGE>
                    When Contractor or its utilization review agent has denied a
                    request to approve a Benefit Package service ordered by an
                    MCO provider; or

               ii)  When an Enrollee is denied a requested service or benefit by
                    an MCO provider and has exhausted the Contractors approved
                    internal complaint and appeal procedures or utilization
                    review processes; or

               iii) At least ten (10) days before the effective date of
                    Contractor's termination, suspension or reduction of a
                    benefit or treatment already in progress for that Enrollee.

          b)   Contractor agrees to serve notice on affected Enrollees by mail
               and must maintain documentation of such.

               Contractor's Notice of Adverse Determination and Notice of a
               Right to Request a Fair Hearing shall include the following:

               i)   A description of the action Contractor intends to take;

               ii)  Contractor's reasons for the intended action;

               iii) The circumstances under which expedited complaint or
                    utilization review is available and how to request it;

               iv)  Notice of Enrollee's right to file a complaint with the
                    Contractor, a complaint with SDOH, and/or request a State
                    fair hearing through the Office of Administrative Hearings
                    (OAH);

               v)   Instructions to the Enrollee regarding how the Enrollee may
                    file complaints, utilization appeals and State fair hearing
                    requests, including use of the Notice of Right to Request a
                    Fair Hearing which will inform Enrollees of his or her
                    possible right to aid continuing and that such aid can be
                    accessed only if the Enrollee requests a State fair hearing.

     25.4 Aid Continuing

          Contractor shall be required to continue the provision of the Benefit
          Package services that are the subject of the fair hearing to an
          Enrollee (hereafter referred to as "aid continuing") if so ordered by
          the OAK under the following circumstances;

               i)   Contractor has or is seeking to reduce, suspend or terminate
                    a treatment or Benefit Package service currently being
                    provided;

               ii)  Enrollee has filed a timely request for a fair hearing with
                    OAH; and

               iii) There is a valid order for the treatment or service from a
                    participating provider. Contractor shall provide aid
                    continuing until the matter has been resolved to the
                    Enrollee's satisfaction or until the administrative process
                    has been completed and there is a


                        FHPLUS - SECTION 23 - SECTION 37
                                 OCTOBER 1, 2001
                                  PAGE 2 OF 11
<PAGE>
                    determination from OAR that Enrollee is not entitled to
                    receive the service, the Enrollee withdraws the request for
                    aid continuing and/or the fair hearing in writing, or the
                    treatment or service originally ordered by the provider has
                    been completed, whichever occurs first.

               iv)  If the services and/or benefits in dispute have been
                    terminated, suspended or reduced and the Enrollee timely
                    requests a fair hearing, Contractor shall, at the direction
                    of either SDOH or LDSS, restore the disputed services and/or
                    benefits consistent with the provisions of Section 25.4(iii)
                    of this Agreement.

     25.5 Responsibilities of SDOH

          SDOH will make every reasonable effort to ensure that the Contractor
          receives timely notice in writing by fax or e-mail, of all requests,
          schedules and directives regarding fair hearings.

     25.6 Contractor's Obligations

          a)   Contractor shall appear at all scheduled fair hearings concerning
               its clinical determinations and/or Contractor-initiated
               disenrollments to present evidence as justification or submit
               written evidence as justification for its determination regarding
               the disputed benefits and/or services. If Contractor will not be
               making a personal appearance at the fair hearing, the written
               material must be submitted to OAH and Enrollee or Enrollee's
               representative at least three (3) business days prior to the
               scheduled hearing. If the hearing is scheduled fewer than three
               (3) business days after the request, Contractor must deliver the
               evidence to the hearing site no later than one (1) business day
               prior to the hearing, otherwise Contractor must appear in person.
               Notwithstanding the above provisions, Contractor may be required
               to make a personal appearance at the discretion of the hearing
               officer and/or SDOH.

          b)   Although an Enrollee may request a State fair hearing in any
               given dispute, Contractor is required to maintain and operate in
               good faith its own internal complaint and appeal process as
               required under state and federal laws and by Section 14 and
               Appendix F of this Agreement. Enrollees may seek redress of
               adverse disenrollment determinations simultaneously through,
               Contractor's internal process and the State fair hearing process.
               If Contractor has reversed its initial determination and provided
               the service to the Enrollee, Contractor may request a waiver from
               appearing at the hearing and, in submitted papers, explain that
               it has withdrawn its initial determination and is providing the
               service or treatment formerly in dispute.


                        FHPLUS - SECTION 23 - SECTION 37
                                 OCTOBER 1, 2001
                                  PAGE 3 OF 11
<PAGE>
          c)   Contractor shall, comply with all determinations rendered by OAH
               at fair hearings. Contractor shall cooperate with SDOH efforts to
               ensure that Contractor is in compliance with fair hearing
               determinations. Failure by Contractor to maintain such compliance
               shall constitute breach of this Agreement. Nothing in this
               Section shall limit the remedies available to SDOH, LDSS or the
               federal government relating to any non-compliance by Contractor
               with a fair hearing determination or Contractor's refusal to
               provide disputed services.

          d)   If SDOH investigates a complaint that has as its basis the same
               dispute that is the subject of a pending fair hearing and, as a
               result of its investigation, concludes that the disputed services
               and/or benefits should be provided to the Enrollee, Contractor
               shall comply with SDOH's directive to provide those services
               and/or benefits and provide notice to OAH and Enrollee as
               required by Section 25.6(b) of this Agreement.

          e)   If SDOH, through its complaint investigation process, or OAH, by
               a determination after a fair hearing, directs Contractor to
               provide a service that was initially denied by Contractor,
               Contractor may either directly provide the service, arrange for
               the provision of that service or pay for the provision of that
               service by a Non-Participating Provider.

          Contractor agrees to abide by changes made to this Section of the
          Agreement with respect to the fair hearing, grievance and complaint
          processes by SDOH in order to comply with any amendments to applicable
          state or federal statutes or regulations or requirements imposed by
          DHHS. Such changes shall become effective without need for any further
          action by the parties to this Agreement.

               Contractor agrees to identify a contact person within its
               organization who will serve as a liaison to SDOH for the purpose
               of receiving fair hearing requests, scheduled fair hearing dates
               and adjourned fair hearing dates and compliance with State
               directives. Such individual shall be accessible to the State by
               e-mail shall monitor e-mail for correspondence from the State at
               least once every business day; and shall agree, on behalf of
               Contractor, to accept notices to Contractor transmitted via
               e-mail as legally valid.

          h)   The information describing fair hearing rights, aid continuing,
               complaint procedures and utilization review appeals shall be
               included in all FHPlus managed care member handbooks and shall
               comply with SDOH's member handbook guidelines.

          i)   Contractor shall bear the burden of proof at hearings regarding
               the reduction, suspension or termination of ongoing benefits. In
               the event


                         FHPLUS - SECTION 23-SECTION 37
                                 OCTOBER 1, 2001
                                  PAGE 4 OF 11
<PAGE>
               that Contractor's initial adverse determination is upheld as a
               result of a fair hearing, any aid continuing provided pursuant to
               that hearing request, may be recouped by Contractor.

26.  EXTERNAL APPEAL

     26.1 Basis for External Appeal

          FHPlus Enrollees are eligible to request an external appeal when one
          or more covered health care services have been denied by the
          Contractor on the basis that the service(s) is not medically necessary
          or is experimental or investigational.

     26.2 Eligibility for External Appeal

          An Enrollee is eligible for an external appeal when the Enrollee has
          exhausted the Contractor's internal utilization review procedure or
          both the Enrollee and the Contractor have agreed to waive internal
          appeal procedures in accordance with New York State P.H.L. Section
          4914(2)2(a). A provider is also eligible for an external appeal of
          retrospective denials.

     26.3 External Appeal Determination

          The external appeal determination is binding on the Contractor,
          however, a fair hearing determination supercedes an external appeal
          determination for FHPlus Enrollees.

     26.4 Compliance with External Appeal Laws and Regulations

          MCOs must comply with the provisions of New York State P.H.L. Sections
          4910-4914 and Title 10 of NYCRR Subpart 98-2 and Article 49 of the
          Insurance law regarding the external appeal program.

27.  INTERMEDIATE SANCTIONS

     Contractor is subject to the imposition of sanctions as authorized by State
     law including the SDOH's right to impose sanctions for unacceptable
     practices as set forth in Title 18 of the Official Compilation of Codes,
     Rules and Regulations of the State of New York (NYCRR) Part 515 and civil
     and monetary penalties pursuant to 18 NYCRR Part 516 and such other
     sanctions and penalties as are authorized by local laws and ordinances and
     resultant administrative codes, rules and regulations related to the
     Medical Assistance Program or to the delivery of the contracted for
     services.


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                                OCTOBER 1, 2001
                                  PAGE 5 OF 11
<PAGE>
28.  ENVIRONMENTAL COMPLIANCE

     The Contractor shall comply with all applicable standards, orders, or
     requirements issued under Section 306 of the Clean Air Act 42 U.S.C.
     Section regulations (40 CFR, Part 15) that prohibit the use of the
     facilities included on the EPA List of Violating Facilities. The Contractor
     shall report violations to SDOH and to the Assistant Administrator for
     Enforcement of the EPA.

29.  ENERGY CONSERVATION

     The Contractor shall comply with any applicable mandatory standards and
     policies relating to energy efficiency that are contained in the State
     Energy Conservation regulation issued in compliance with the Energy Policy
     and Conservation Act of 1975 (Pub. L. 94-165) and any amendment to the Act.

30.  INDEPENDENT CAPACITY OF CONTRACTOR

     The parties agree that the Contractor is an independent Contractor, and
     that the Contractor, its agents, officers, and employees act in an
     independent capacity and not as officers or employees of LDSS, DHHS or the
     SDOH.

31.  NO THIRD PARTY BENEFICIARIES

     Only the parties to this Agreement and their successors in interest and
     assigns have any rights or remedies under or by reason of this Agreement.

32.  INDEMNIFICATION

     32.1 Indemnification by Contractor

          The Contractor shall indemnify, defend, and hold harmless the LDSS and
          SDOH, its officers, agents, and employees and the Enrollees and their
          eligible dependents from:

          a)   any and all claims and losses accruing or resulting to any and
               all Contractors, subcontractors, materialmen, laborers, and any
               other person, firm, or corporation furnishing or supplying work,
               services, materials, or supplies in connection with the
               performance of this Agreement;

          b)   any and all claims and, losses accruing or resulting to any
               person, firm, or corporation that may be injured or damaged by
               the Contractor, its officers, agents, employees, or
               subcontractors, including Participating Providers, in connection
               with the performance of this Agreement;


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                                 OCTOBER 1, 2001
                                  PAGE 6 OF 11
<PAGE>
          c)   any liability, including costs and expenses, for violation of
               proprietary rights, copyrights, or rights of privacy, arising out
               of the publication, translation, reproduction, delivery,
               performance, use, or disposition of any data furnished under this
               Agreement, or based on any libelous or otherwise unlawful matter
               contained in such data.

               i)   The SDOH will provide the Contractor with prompt written
                    notice of any claim made against the SDOH, and the
                    Contractor, at its sole option, shall defend or settle said
                    claim. The SDOH shall cooperate with the Contractor/to the
                    extent necessary for the Contractor to discharge its
                    obligation under Section 32.1.

               ii)  The Contractor shall have no obligation under this section
                    with respect to any claim or cause of action for damages to
                    persons or property solely caused by the negligence of SDOH,
                    its employees, or agents.

     32.2 Indemnification by SDOH

          The SDOH agrees to indemnify and hold the Contractor harmless, to the
          extent authorized by Article 3, Section 19 of the New York State
          Constitution and subject to the availability of lawful appropriations
          as required by State Finance Law, Section 41, from any liability,
          loss, damage, claim, suit, or judgement, and all allowable costs and
          expenses including but not limited to, reasonable counsel fees and
          disbursements, of any kind or nature, as determined by the New York
          State Court of Claims and arising out of the actions or the omissions
          of the SDOH, its officers, agents or employees in connection with this
          Agreement. Provisions during the term of this Agreement are set forth
          in the New York State Court of Claims Act, and any damages arising
          from such liability shall issue from the New York State Court of
          Claims Fund or applicable, annual appropiration of the Legislature of
          the State of New York.

33.  PROHIBITION ON USE OF FEDERAL FUNDS FOR LOBBYING

     33.1 Prohibition of Use of Federal Funds for Lobbying

          The Contractor agrees, pursuant to 31 U.S.C. Section 1352 and 45 CFR
          Part 93, that no Federally appropriated funds have been paid or will
          be paid to any person by or on behalf of the Contractor for the
          purpose of 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 award of any Federal contract, the making of any federal
          grant, the making of any


                        FHPLUS - SECTION 23 - SECTION 37
                                 OCTOBER 1, 2001
                                  PAGE 7 OF 11
<PAGE>
          Federal loan, the entering into of any cooperative agreement, or the
          extension, continuation, renewal, amendment, or modification of any
          Federal contract, grant, loan, or cooperative agreement. The
          Contractor agrees to complete and submit the "Certification Regarding
          Lobbying", Appendix B attached hereto and incorporated herein, if this
          Agreement exceeds $100,000.

     33.2 Disclosure Form to Report Lobbying

          If any funds other than Federally appropriated funds have been paid or
          will be paid to any person for the purpose of 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 award of any Federal
          contract, the making of any Federal grant, the making of any Federal
          loan, the entering into of any cooperative agreement, or the
          extension, continuation, renewal, amendment, or modification of any
          Federal contract, grant, loan, or cooperative agreement, and the
          Agreement exceeds $100,000, the Contractor shall complete and submit
          Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance
          with its instructions.

     33.3 Disclosure Requirements for Subcontractors

          The Contractor shall include the provisions of this section in its
          subcontracts, including its Provider Agreements. For all subcontracts,
          including Provider Agreements, that exceed $100,000, the Contractor
          shall require the subcontractor, including any Participating Provider
          to certify and disclose accordingly to the Contractor.

34.  NON-DISCRIMINATION

     34.1 Equal Access to Benefit Package

          Except as otherwise provided in applicable sections of this Agreement
          the Contractor shall provide the Benefit Package to all Enrollees in
          the same manner, in accordance with the same standards, and with the
          same priority as Enrollees of the Contractor under any other
          contracts.

     34.2 Non-Discrimination

          The Contractor shall not discriminate against Eligible Persons or
          Enrollees on the basis of age, sex, race; creed, physical or mental
          handicap/developmental disability, national origin, sexual
          orientation; type of illness or condition, need for health services,
          or the Capitation rate that the Contractor will receive for such
          Eligible Persons or Enrollees.


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                                 OCTOBER 1, 2001
                                  PAGE 8 OF 11
<PAGE>
     34.3 Equal Employment Opportunity

          Contractor must comply with Executive Order 11246, entitled "Equal
          Employment Opportunity", as amended by Executive Order 11375, and as
          supplemented in Department of Labor regulations.

     34.4 Native Americans Access to Services From Tribal or Urban Indian Health
          Facility

          The Contractor shall not prohibit, restrict or discourage enrolled
          Native Americans from receiving care from or accessing covered
          benefits from or through a tribal health or urban Indian health
          facility or center which is included in the Contractor's network.

35.  COMPLIANCE WITH APPLICABLE LAWS

     35.1 Contractor and SDOH Compliance With Applicable Laws

          Notwithstanding any inconsistent provisions in this Agreement, the
          Contractor and SDOH shall comply with all applicable requirements of
          the State Public Health Law; the State Social Services Law; Title XIX
          of the Social Security Act; Title VI of the Civil Rights Act of 1964
          and 45 C.F.R. Part 80, as amended; Section 504 of the Rehabilitation
          Act of 1973 and 45 C.F.R. Part 84, as amended; Age Discrimination Act
          of 1975 and 45 C.F.R. Part 91, as amended; and the Americans with
          Disabilities Act; Title XIII of the Federal Public Health Services
          Act, 42 U.S.C. Section 300e et seq., regulations promulgated there
          under; the Health Insurance Portability and Accountability Act of 1996
          (P.L. 104-191) and related regulations; and all other applicable legal
          and regulatory requirements in effect at the time that this Agreement
          is signed and as adopted or amended during the term of this Agreement.
          The parties agree that this Agreement shall be interpreted according
          to the laws of the State of New York.

     35.2 Nullification of Illegal, Unenforceable, Ineffective or Void Agreement
          Provisions

          Should any provision of this Agreement be declared or found to be
          illegal or unenforceable, ineffective or void, then each party shall
          be relieved of any obligation arising from such provision; the balance
          of this Agreement, if capable of performance, shall remain in full
          force and effect.

     35.3 Certificate of Authority Requirements


                          FHPLUS SECTION 23 -SECTION 37
                                 OCTOBER 1, 2001
                                  PAGE 9 OF 11
<PAGE>
          The Contractor must satisfy conditions for issuance of a certificate
          of authority, including proof of financial solvency, as specified in
          10 NYCRR, Section 98.6.

     35.4 Contractor's Financial Solvency Requirements

          The Contractor, for the duration of this Agreement, shall remain in
          compliance with all applicable state requirements for financial
          solvency for MCOs participating in the FHPlus Program. The Contractor
          shall continue to be financially responsible as defined in PHL Section
          4403(1)(c) and shall comply with the contingent reserve fund and
          escrow deposit requirements of 10 NYCRR Section 98.11(d) and 98.11(e),
          respectively, and must meet minimum net worth requirements established
          by SDOH and the State Insurance Department. The Contractor shall make
          provision, satisfactory to SDOH, for protections for SDOH, LDSS and
          the Enrollees in the event of MCO or subcontractor insolvency,
          including but not limited to, hold harmless and continuation of
          treatment provisions in all provider agreements which protect SDOH,
          LDSS and Enrollees from costs of treatment and assures continued
          access to care for Enrollees.

     35.5 Compliance With Care for Maternity Patients

          Contractor must comply with Section 2803-n of the Public Health Law
          and Section 3216 (i) (10) (a) of the State Insurance Law related to
          hospital care for maternity patients.

     35.6 Informed Consent Procedures for Hysterectomy and Sterilization

          The Contractor is required and shall require Participating Providers
          to comply with the informed consent procedures for Hysterectomy and
          Sterilization specified in 42 CFR, Part 441, sub-part F, and 18 NYCRR
          Section 505.13.

     35.7 Non-Liability of Enrollees for Contractor's Debts

          Contractor agrees that in no event shall the Enrollee or any person
          authorized to act on the Enrollee's behalf become liable for the
          Contractor's debts as set forth in SSA Section 1932(b)(6).

     35.8 SDOH Compliance With Conflict of Interest Laws

          SDOH and its employees shall comply with General Municipal Law Article
          18 and all other appropriate provisions of New York State law, local
          laws


                         FHPLUS - SECTION 23 -SECTION 37
                                 OCTOBER 1, 2001
                                  PAGE 10 OF 11
<PAGE>
          and ordinances and all resultant codes, rules and regulations
          pertaining to conflicts of interest.

     35.9 Compliance With PHL Regarding External Appeals

          Contractor must comply with Article 49 Title II of the Public Health
          Law and Article 49 of the Insurance Law regarding external appeal of
          adverse determinations.

36.  NEW YORK STATE STANDARD CONTRACT, CLAUSES

          Appendix A (Standard Clauses as required by the Attorney General for
          all State contracts) is attached and incorporated as if set forth
          fully herein and any amendment thereto and takes precedence over all
          other parts of the agreement.

37.  MISCELLANEOUS

          The prior review of the State is required before the Contractor or any
          of its employees, agents or independent contractors at any time,
          either during or after termination of, or cessation of the services
          required by this agreement, issue any written statement to the media
          or issues any material for publication through any medium of
          communication bearing on the work performed relating to financial
          results, enrollment, outcomes, utilization patterns, and/or health
          status under this agreement. Any data related to the implementation or
          outcome of the programs funded pursuant to this agreement used for
          publication in trade or scientific medium shall require prior review
          by the State.

          No report, document or other data produced in whole or in part with
          the funds provided under this agreement may be copyrighted by the
          Contractor without consent by the State, nor shall any notice of
          copyright be registered by the Contractor in connection with any
          report, document or other data developed pursuant to this agreement.
          All information and data developed under this agreement shall be the
          property of the State.


                         FHPLUS - SECTION 23 -SECTION 37
                                 OCTOBER 1, 2001
                                  PAGE 11 OF 11
<PAGE>
                                   APPENDIX A

                         NEW YORK STATE STANDARD CLAUSES
                           AND LOCAL STANDARD CLAUSES


                                     FHPLUS
                                   APPENDIX A
                                 OCTOBER 1, 2001
                                       A-1
<PAGE>
                                   APPENDIX A
                STANDARD CLAUSES FOR ALL NEW YORK STATE CONTRACTS

The parties to the attached contract, license, lease, amendment or other
agreement of any kind (hereinafter, "the contract" or "this contract") agree to
be bound by the following clauses which are hereby made a part of the contract
(the word "Contractor" herein refers to any party other than the State, whether
a contractor, licenser, licensee, lessor, lessee or any other party):

1.   EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law,
     the State shall have no liability under this contract to the Contractor or
     to anyone else beyond funds appropriated and available for this contract.

2.   NON ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance
     Law, this contract may not be assigned by the Contractor or its right,
     title or interest therein assigned, transferred conveyed, sublet or
     otherwise disposed of without the previous consent, in writing, of the
     State and any attempts to assign the contract without the State's written
     consent are null and void. The Contractor may, however, assign its right to
     receive payment without the State's prior written consent unless this
     contract concerns Certificates of Participation pursuant to Article 5-A of
     the State Finance Law.

3.   COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance
     law (or, if this contract is with the State University or City University
     of New York, Section 355 or Section 6218 of the Education Law), if this
     contract exceeds $15,000 (or the minimum thresholds agreed to by the Office
     of the State Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts), or
     if this is an amendment for any amount to a contract which, as so amended,
     exceeds said statutory amount, or if, by this contract, the State agrees to
     give something other than money when the value or reasonably estimated
     value of such consideration exceeds $10,000, it shall not be valid,
     effective or binding upon the State until it has been approved by the State
     Comptroller and filed in his office.

4.   WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State
     Finance Law, this contract shall be void and of no force and effect unless
     the Contractor shall provide and maintain coverage during the life of this
     contract for the benefit of such employees as are required to be covered by
     the provisions of the Workers' Compensation Law.

5.   NON-DISCRIMINATION REQUIREMENTS. In accordance with Article 15 of the
     Executive Law (also known as the Human Rights Law) and all other State and
     Federal statutory and constitutional non-discrimination provisions, the
     Contractor will not discriminate against any employee or applicant for
     employment because of race, creed, color, sex, national origin, age,
     disability or marital status. Furthermore, in accordance with Section 220-e
     of the Labor Law, if this is a contract for the construction, alteration or
     repair of any public building or public work or for the manufacture, sale
     or distribution of materials, equipment or supplies, and to the extent that
     this contract shall be performed within the State of New York, Contractor
     agrees that neither it nor its subcontractors shall, by reason of race,
     creed, color, disability, sex, or national origin: (a) discriminate in
     hiring against any New York State citizen who is qualified and available to
     perform the work; or (b) discriminate against or intimidate any employee
     hired for the performance of work under this contract. If this is a
     building service contract as defined in Section 230 of the Labor Law, then,
     in accordance with Section 239 thereof, Contractor agrees that neither it
     nor its subcontractors shall by reason of race, creed, color, national
     origin, age, sex, or


                                     FHPLUS
                                   APPENDIX A
                                 OCTOBER 1, 2001
                                       A-2
<PAGE>
     disability: (a) discriminate in hiring against any New York State citizen
     who is qualified and available to perform the work; or (b) discriminate
     against or intimidate any employee hired for the performance of work under
     this contract. Contractor is subject to fines of $50.00 per person per day
     for any violation of Section 220-e or Section 239 as well as possible
     termination of this contract and forfeiture of all moneys due hereunder for
     a second or subsequent violation.

6.   WAGE AND HOURS PROVISIONS. If this is a public work contract covered by
     Article 8 of the Labor Law or a building service contract covered by
     Article 9 thereof, neither Contractor's employees nor the employees of its
     subcontractors may be required or permitted to work more than the number of
     hours or days stated in said statutes, except as otherwise provided in the
     Labor law and as set forth in prevailing wage and supplement schedules
     issued by the State Labor Department Furthermore, Contractor and its
     subcontractors must pay at least the prevailing wage rate and pay or
     provide the prevailing supplements, including the premium rates for
     overtime pay, as determined by the State Labor Department in accordance
     with the Labor Law.

7.   NON-COLLUSIVE BIDDING REQUIREMENT. In accordance with Section 139-d of the
     State Finance Law, if this contract was awarded based upon the submission
     of bids, Contractor warrants, under penalty of perjury, that its bid was
     arrived at independently and without collusion aimed at restricting
     competition. Contractor further warrants that, at the time Contractor
     submitted its bid, an authorized and responsible person executed and
     delivered to the State a non-collusive bidding certification on
     Contractor's behalf.

8.   INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the
     Labor Law and Section 139-h of the State Finance Law, if this contract
     exceeds $5,000, the Contractor agrees, as a material condition of the
     contract, that neither the Contractor nor any substantially owned or
     affiliated person, firm, partnership or corporation has participated, is
     participating, or shall participate in an international boycott in
     violation of the federal Export Administration Act of 1979 (50 USC App.
     Sections 2401 et seq.) or regulations thereunder. If such Contractor, or
     any of the aforesaid affiliates of Contractor, is convicted or is otherwise
     found to have violated said laws or regulations upon the final
     determination of the United States Commerce Department or any other
     appropriate agency of the United States subsequent to the contractors
     execution, such contract, amendment or modification thereto shall be
     rendered forfeit and void. The Contractor shall so notify the State
     Comptroller within five (5) business days of such conviction, determination
     or disposition of appeal (2NYCRR 105.4).

9.   SET-OFF RIGHTS: The State shall have all of its common law, equitable and
     statutory rights of set-off: These rights shall include, but not be
     limited to, the State's option to withhold for the purposes of set-off
     any moneys due to the Contractor under this contract up to any amounts due
     and owing to the State with regard to this contract, any other contract
     with any State department or agency, including any contract for a term
     commencing prior to the term of this contract, plus any amounts due and
     owing to the State for any other reason including, without limitation, tax
     delinquencies, fee delinquencies or monetary penalties relative thereto.
     The State shall exercise its set-off rights in accordance with normal State
     practices including, in cases of set-off pursuant to an audit, the
     finalization of such audit by the State agency, its representatives, or
     the State Comptroller.


                                     FHPLUS
                                   APPENDIX A
                                 OCTOBER 1, 2001
                                       A-3
<PAGE>
10.  RECORDS. The Contractor shall establish and maintain complete and accurate
     books, records, documents, accounts and other evidence directly pertinent
     to performance under this contract (hereinafter, collectively, "the
     Records"). The Records must be kept for the balance of the calendar year in
     which they were made and for six (6) additional years thereafter. The State
     Comptroller, the Attorney General and any other person or entity authorized
     to conduct an examination, as well as the agency or agencies involved in
     this contract, shall have access to the Records during normal business
     hours at an office of the Contractor within the State of New York or, if no
     such office is available, at a mutually agreeable and reasonable venue
     within the State, for the term specified above for the purposes of
     inspection, auditing and copying. The State shall take reasonable steps to
     protect from public disclosure any of the Records which are exempt from
     disclosure under Section 87 of the Public Officers Law (the "Statute")
     provided that: (i) the Contractor shall timely inform an appropriate State
     official, in writing, that said records should not be disclosed; and (ii)
     said records shall be sufficiently identified; and (iii) designation of
     said records as exempt under the Statute is reasonable. Nothing contained
     herein shall diminish, or in any way adversely affect, the State's right to
     discovery in any pending or future litigation.

11.  IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) FEDERAL EMPLOYER
     IDENTIFICATION NUMBER and/or FEDERAL SOCIAL SECURITY NUMBER. All invoices
     or New York State standard vouchers submitted for payment for the sale of
     goods or services or the lease of real or personal property to a New York
     State agency must include the payee's identification number, i.e., the
     seller's or lessor's identification number. The number is either the
     payee's Federal employer identification number or Federal social security
     number, or both such numbers when the payee has both such numbers. Failure
     to include this number or numbers may delay payment. Where the payee does
     not have such number or numbers, the payee, on its invoice or New York
     State standard voucher, must give the reason or reasons why the payee does
     not have such number or numbers.

     (b) PRIVACY NOTIFICATION. (1) The authority to request the above personal
     information from a seller of goods or services or a lessor of real or
     personal property, and the authority to maintain such information, is found
     in Section 5 of the State Tax Law. Disclosure of this information by the
     seller or lessor to the State is mandatory. The principal purpose for which
     the information is collected is to enable the State to identify
     individuals, businesses and others who have been delinquent in filing tax
     returns or may have understated their tax liabilities and to generally
     identify persons affected by the taxes administered by the Commissioner of
     Taxation and Finance. The information will be used for tax administration
     purpose and for any other purpose authorized by law.

     (2) The personal information is requested by the purchasing unit of the
     agency contracting to purchase the goods or services or lease the real or
     personal property covered by this contract or lease. The information is
     maintained in New York State's Central Accounting System by the Director of
     Accounting Operations, Office of the State Comptroller, AESOB, Albany, New
     York 12236:

12.  EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with
     Section 312 of the Executive Law, if this contract is: (i) a written
     agreement or purchase order instrument, providing for a total expenditure
     in excess of $25,000.00, whereby a contracting agency is committed to
     expend or does expend funds in return for labor, services, supplies,
     equipment, materials or any combination of the


                                     FHPLUS
                                   APPENDIX A
                                 OCTOBER 1, 2001
                                       A-4
<PAGE>
               foregoing, to be performed for, or rendered or furnished to the
               contracting agency; or (ii) a written agreement in excess of
               $100,000.00 whereby a contracting agency is committed to expend
               or does expend funds for the acquisition, construction,
               demolition, replacement, major repair or renovation of real.
               property and improvements thereon; or (iii) a written agreement
               in excess of $100,000.00 whereby the owner of a State assisted
               housing project, is committed to expend or does expend funds for
               the acquisition, construction, demolition, replacement, major
               repair or renovation of real property and improvements thereon
               for such project, then: (a) The Contractor will not discriminate
               against employees or applicants for employment because of race,
               creed, color, national origin, sex, age, disability or marital
               status, and will undertake or continue existing programs of
               affirmative action to ensure that minority group members and
               women are afforded equal employment opportunities without
               discrimination. Affirmative action shall mean recruitment,
               employment, job assignment, promotion, upgradings, demotion,
               transfer, layoff, or termination and rates of pay or other forms
               of compensation;

          (b)  at the request of the contracting agency, the Contractor shall
               request each employment agency, labor union, or authorized
               representative of workers with which it has a collective
               bargaining or other agreement or understanding, to furnish a
               written statement that such employment agency, labor union or
               representative will not discriminate on the basis of race, creed,
               color, national origin, sex, age, disability or marital status
               and that such union or representative will affirmatively
               cooperate in the implementation of the contractor's obligations
               herein; and

          (c)  the Contractor shall state, in all solicitations or
               advertisements for employees, that, in the performance of the
               State contract, all qualified applicants will be afforded equal
               employment opportunities without discrimination because of race,
               creed, color, national. origin, sex, age, disability or marital
               status.

               Contractor will include the provisions of "a", "b", and "c"
               above, in every subcontract over $25,000.00 for the construction,
               demolition, replacement, major repair, renovation, planning or
               design of. real property and improvements thereon (the Work)
               except where the Work is for the beneficial use of the
               Contractor. Section 312 does not apply to: (i) work, goods or
               services unrelated to this contract; or (ii) employment outside
               New York State; or (iii) banking services, insurance policies or
               the sale of securities. The State shall consider compliance by a
               contractor or subcontractor with the requirements of any federal
               law concerning equal employment opportunity which effectuates the
               purpose of this section. The contracting agency shall determine
               whether the imposition of the. requirements of the provisions
               hereof duplicate or conflict with any such federal law and if
               such duplication or conflict exists, the contracting agency shall
               waive the applicability of Section 312 to the extent of such
               duplication or conflict. Contractor will comply with all duly
               promulgated and lawful rules and regulations of the Division of
               Minority and Women's Business Development pertaining hereto.

13.  CONFLICTING TERMS. In the event of a conflict between the terms of the
     contract (including any and all attachments thereto and amendments thereof)
     and the terms of this Appendix A, the terms of this Appendix A shall
     control.

14.  GOVERNING LAW. This contract shall be governed by the laws of the State of
     New York except where the Federal supremacy clause requires otherwise.


                                     FHPLUS
                                   APPENDIX A
                                 OCTOBER 1, 2001
                                       A-5
<PAGE>
15.  LATE PAYMENT. Timeliness of payment and any interest to be paid to
     Contractor for late payment shall be governed by Article XI-A of the State
     Finance Law to the extent required by law.

16.  NO ARBITRATION. Disputes involving this contract, including the breach or
     alleged breach thereof, may not be submitted to binding arbitration (except
     where statutorily authorized), but must, instead, be heard in a court of
     competent jurisdiction of the State of New York.

17.  SERVICE OF PROCESS. In addition to the methods of service allowed by the
     State Civil Practice Law & Rules ("CPLR"), Contractor hereby consents to
     service of process upon it by registered or certified mail, return receipt
     requested. Service hereunder shall be complete upon Contractor's actual
     receipt of process or upon the State's receipt of the return thereof by the
     United States Postal Service as refused or undeliverable. Contractor must
     promptly notify the State, in writing, of each and every change of address
     to which service of process can be made. Service by the State to the last
     known address shall be sufficient. Contractor will have thirty (30)
     calendar days after service hereunder is complete in which to respond.

18.  PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and
     warrants that all wood products to be used under this contract award will
     be in accordance with, but not limited to, the specifications and
     provisions of State Finance Law Section 165. (Use of Tropical Hardwoods)
     which prohibits purchase and use of tropical hardwoods, unless specifically
     exempted, by the State or any governmental agency or political subdivision
     or public benefit corporation. Qualification for an exemption under this
     law will be the responsibility of the contractor to establish to meet with
     the approval of the State.

     In addition, when any portion of this contract involving the use of woods,
     whether supply or installation, is to be performed by any subcontractor,
     the prime Contractor will indicate and certify in the submitted bid
     proposal that the subcontractor has been informed and is in compliance with
     specifications and provisions regarding use of tropical hardwoods as
     detailed in Section 165 State Finance Law. Any such use must meet with the
     approval of the State, otherwise, the bid may not be considered responsive.
     UNDER bidder certifications, proof of qualification for exemption will be
     the responsibility of the Contractor to meet with the approval of the
     State.

19.  MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair
     Employment Principles (Chapter 807 of the Laws of 1992), the Contractor
     hereby stipulates that the Contractor either (a) has no business operations
     in Northern Ireland, or (b) shall take lawful steps in good faith to
     conduct any business operations in Northern Ireland in accordance with the
     MacBride Fair Employment Principles (as described in Section 165 of the New
     York State Finance Law), and shall permit independent monitoring of
     compliance with such principles.

20.  OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to
     maximize opportunities for the participation of New York State business
     enterprises, including minority and women-owned business enterprises as
     bidders, subcontractors and suppliers on its procurement contracts.


                                     FHPLUS
                                   APPENDIX A
                                 OCTOBER 1, 2001
                                       A-6
<PAGE>
     Information on the availability of New York State subcontractors and
     suppliers is available from:

          Department of Economic Development
          Division for Small Business
          30 South Pearl Street
          Albany, New York 12245
          Tel. 518-292-5220

     A directory of certified minority and women-owned business enterprises is
     available from:

          Department of Economic Development
          Minority and Women's Business Development Division 30 South
          Pearl Street
          Albany, New York 12245
          http://www.empire.state.ny.us

     The Omnibus Procurement Act of 1992 requires that by signing this bid
     proposal or contract, as applicable, Contractors certify that whenever the
     total bid amount is greater than $1 million:

          (a)  The Contractor has made reasonable efforts to encourage the
               participation of New York State Business Enterprises as suppliers
               and subcontractors, including certified minority and women-owned
               business enterprises, on this project, and has retained the
               documentation of these efforts to be provided upon request to the
               State;

          (b)  The Contractor has complied with the Federal Equal Opportunity
               Act of 1972 (P.L. 92-261) as amended;

          (c)  The Contractor agrees to make reasonable efforts to provide
               notification to New York State residents of employment
               opportunities on this project through listing any such positions
               with the Job Service Division of the New York State Department of
               Labor, or providing such notification in such manner as is
               consistent with existing collective bargaining contracts or
               agreements. The Contractor agrees to document these efforts and
               to provide said documentation to the State upon request; and

          (d)  The Contractor acknowledges notice that the State may seek to
               obtain offset credits from foreign countries as a result of this
               contract and agrees to cooperate with the State in these efforts.

21.  RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if
     their principal place of business is located in a country, nation,
     province, state or political subdivision that penalizes New York State
     vendors, and if the goods or services they offer will be substantially
     produced or performed outside New York State, the Omnibus Procurement Act
     1994 and 2000 amendments (Chapter 684 and Chapter 383 respectively) require
     that they be denied contracts which they would otherwise obtain. Contact
     the Department of Economic Development; Division for Small Business, 30
     South Pearl Street; Albany New York 12245, for a current list of
     jurisdictions subject to this Revised November 2000 provision


                                     FHPLUS
                                   APPENDIX A
                                 OCTOBER 1, 2001
                                       A-7
<PAGE>
                                   APPENDIX B

                        CERTIFICATION REGARDING LOBBYING

                       NEW YORK STATE DEPARTMENT OF HEALTH

PLAN NAME CARE PLUS HEALTH PLAN


                                     FHPLUS
                                   APPENDIX B
                                 OCTOBER 1, 2001
                                       B-1
<PAGE>
                                   APPENDIX B

                        CERTIFICATION REGARDING LOBBYING

The undersigned certified, to the best of his or her knowledge, that:

1.   No Federal, appropriated funds have been paid or will be paid to any person
     by or on behalf of the Contractor for the purpose of influencing or
     attempting to influence an officer or employee of any agency, a Member of
     Congress, an officer or employee of a Member of Congress in connection with
     the award of any Federal loan, the entering into of any cooperative
     agreement, or 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 the purpose of influencing or attempting to
     influence an officer or employee of any agency, a Member of Congress in
     connection with the award of any Federal contract, the making of any
     Federal grant, the making of any Federal loan, the entering into of any
     cooperative agreement, or the extension, continuation, renewal, amendment,
     or modification of any Federal contract, grant, loan, or cooperative
     agreement, and the Agreement exceeds $100,000, the


                                     FHPLUS
                                   APPENDIX B
                                 OCTOBER 1, 2001
                                       B-2
<PAGE>
     Contractor shall complete and submit Standard Form - LLL "Disclosure Form
     to Report Lobbying", in accordance with its instructions.

3.   The Contractor shall include the provisions of this section in all Provider
     Agreements under this Agreement and require all Participating Providers
     whose Provider Agreements exceed $100,000 to certify and disclose
     accordingly to the Contractor.

     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
pursuant to U.S.C. Section 1352. The failure to file the required certification
shall subject the violator to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.

DATE:
      -------------------------------


SIGNATURE
          ---------------------------

TITLE
      -------------------------------

ORGANIZATION
             ------------------------


                                     FHPLUS
                                   APPENDIX B
                                 OCTOBER 1, 2001
                                       B-3
<PAGE>
                                  Appendix B-1

                               Family Health Plus

                        Standard Contract/Bid Insert Form


                                     FHPLUS
                                  APPENDIX B-1
                                 OCTOBER 1, 2001
<PAGE>
                                   APPENDIX B1

BIDDER'S NAME: CAREPLUS LLC                                           RFP NUMBER

                        STANDARD CONTRACT/BID INSERT FORM

This form must be completed and returned with your response to this proposal. If
awarded to you, the contract will incorporate this form as completed by you.

              NONDISCRIMINATION IN EMPLOYMENT IN NORTHERN IRELAND:
                       MacBRIDE FAIR EMPLOYMENT PRINCIPLES

Note: Failure to stipulate to these principles may result in the contract being
awarded to another bidder. Governmental and non-profit organizations are
exempted from this stipulation requirement.

In accordance with Chapter 807 of the Laws of 1992 (State Finance Law Section
174-b), the bidder, by submission of this bid, certifies that it or any
individual or legal entity in which the bidder holds a 10% or greater ownership
interest, or any individual or legal entity that holds a 10% or greater
ownership interest in the bidder, either:

     has business operations in Northern Ireland: Y       N      .
                                                    -----   -----

     if yes to above, shall take lawful steps in good faith to conduct any
     business operations they have in Northern Ireland in accordance with the
     MacBride Fair Employment Principles relating to non-discrimination in
     employment and freedom of workplace opportunity regarding such operations
     in Northern Ireland, and shall permit independent monitoring of their
     compliance with such Principles:

                                                  Y
                                                    -----

                         OMNIBUS PROCUREMENT ACT OF 1992

Is the Bidder a New York State Business Enterprise? Y   X   N
                                                      -----   -----

The State Finance Law defines a "New York State Business Enterprise" as a
business enterprise, including a sole proprietorship, partnership, or
corporation, which offers for sale or lease or other form of exchange, goods
which are sought by the department and which are substantially manufactured
produced or assembled in New York State, or services which are sought by the
department and which are substantially performed within New York State. The
Department of Health considers "substantially" to mean "over 50%".
<PAGE>
-    It is the policy of New York State to maximize opportunities for the
     participation of New York State business enterprises, including minority
     and women-owned business enterprises as bidders, subcontractors and
     suppliers on its procurement contracts.

-    Information on the availability of New York State subcontractors and
     suppliers is available from:

               Empire State Development Division for
               Small Business (518) 474-7756

-    A directory of minority and women-owned business enterprises is available
     from:

               Empire State Development
               Minority and Women's Business Development Division (518) 474-1979

       FOR ALL CONTRACTS WHERE THE TOTAL BID AMOUNT IS $1 MILLION OR MORE

The Omnibus Procurement Act of 1992 requires that, by signing this bid proposal,
contractors certify that whenever the total bid amount is greater than $1
million:

1.   The contractor has made all reasonable efforts to encourage the
     participation of New York State Business Enterprises as suppliers and
     subcontractors on this project, and has retained the documentation of these
     efforts to be provided upon request to the State;

2.   The contractor has complied with the Federal Equal Opportunity Act of 1972
     (P.L. 92-261), as amended;

3.   The contractor agrees to make all reasonable efforts to provide
     notification to New York State residents of employment opportunities on
     this project through listing any such positions with the Job Service
     Division of the New York State Department of Labor, or providing such
     notification in such manner as is consistent with existing collective
     bargaining contracts or agreements. The contractor agrees to document these
     efforts and to provide said documentation to the State upon request;

4.   The contractor acknowledges notice that New York State may seek to obtain
     offset credits from foreign countries as a result of this contract and
     agrees to cooperate with the State in these efforts.
<PAGE>
                   CHECKLIST TO DETERMINE "REASONABLE" EFFORT

           BY BIDDERS/CONTRACTORS FOR CONTRACTS OF $1 MILLION OR MORE

A copy of this form should be completed and retained on file by the Contractor.
The completed form should be available for review for the duration of the
contract.

The contractor:

1.   has a copy of the NYS Directory of Certified Minority and Women-Owned
     Business Enterprises? Y       N
                             -----   -----

2.   has solicited quotes from firms listed in the Directory? Y
                                                                -----

3.   has contacted the NYS Department of Economic Development to obtain listings
     of NYS subcontractors and suppliers for products and services currently
     purchased from out-of-state/foreign firms? Y       N
                                                  -----   -----

4.   has utilized other sources to identify NYS subcontractors and suppliers
     (such as Thomas Register, in-house vendor list)? Y       N
                                                        -----   -----
     (If Yes, source)

5.   has placed advertisements in NYS newspapers? Y       N
                                                    -----   -----

6.   has participated in vendor outreach conferences? Y
                                                        -----

7.   has provided New York State residents notice of new employment
     opportunities resulting from this contract through listing any such
     positions with the Job Service Division of the NYS Department of Labor, or
     providing such notification by another method? Y       N
                                                      -----   -----
<PAGE>
                                   APPENDIX C

                       NEW YORK STATE DEPARTMENT OF HEALTH

                               FAMILY HEALTH PLUS

                         GUIDELINES FOR THE PROVISION OF
                FAMILY PLANNING AND REPRODUCTIVE HEALTH SERVICES


                                     FHPLUS
                                   APPENDIX-C
                                 OCTOBER 1, 2001
                                       C-1
<PAGE>
                                       C.1

                         GUIDELINES FOR THE PROVISION OF
                FAMILY PLANNING AND REPRODUCTIVE HEALTH SERVICES

Enrollees may obtain family planning and/or reproductive health services and HIV
blood testing and pre-and post-test counseling when performed as part of a
family planning encounter from either the Contractor or the Designated Third
Party Contractor.

Family planning services means the offering, arranging and furnishing of those
health services which enable individuals, including minors who may be sexually
active, to prevent or reduce the incidence of unwanted pregnancies.

Family planning and reproductive health services include: the following
Medically Necessary services, related drugs and supplies which are furnished or
administered under the supervision of a physician or nurse practitioner during
the course of a family planning visit for the purpose of:

-    contraception, including insertion/removal of an intrauterine device (IUD),
     insertion/removal of Norplant, and injection procedures involving
     Pharmaceuticals such as Depo-Provera;

-    sterilization;

-    screening, related diagnosis, and referral to participating provider for
     pregnancy;

-    Medically Necessary induced abortions and for New York City recipients,
     elective induced abortions.

Such services include those education and counseling services to render the
services effective. Medically Necessary induced abortions are procedures, either
medical or surgical, which result in the termination of pregnancy. The
determination of medical necessity shall include positive evidence of pregnancy,
with an estimate of its duration.

When clinically indicated, the following services may be provided as a part of a
family planning and reproductive health visit:

-    screening, related diagnosis, ambulatory treatment and referral as needed
     for dysmenorrhea, cervical cancer, or other pelvic abnormality/pathology.

-    screening, related diagnosis and referral for anemia, cervical cancer,
     glycosuria, proteinuria, hypertension and breast disease.

-    screening and treatment for sexually transmissible disease.

Providers of family planning and reproductive health care shall comply with all
of the requirements set forth in Sections 17 and 18 of the New York State Public
Health Law,


                                     FHPLUS
                                   APPENDIX C
                                 OCTOBER 1, 2001
                                       C-2
<PAGE>
and 10 NYCRR Section 751.9 and Part 753 relating to informed consent and
confidentiality.

Routine obstetric and/or gynecologic care, including hysterectomies, pre-natal,
delivery and post-partum care are the responsibility of the Contractor if they
are covered contract services.


                                     FHPLUS
                                   APPENDIX C
                                OCTOBER 1, 2001.
                                       C-3
<PAGE>
                                       C.2

    GUIDELINES FOR PLANS THAT INCLUDE FAMILY PLANNING AND REPRODUCTIVE HEALTH
                        SERVICES IN THEIR BENEFIT PACKAGE

IF the Contractor includes family planning and reproductive health services in
its Benefit Package, the Contractor must notify all Enrollees of reproductive
age (including minors who may be sexually active) at the time of enrollment
about their right to obtain family planning and reproductive health services and
supplies from any network provider without referral or approval. The
notification must contain the following:

1)   notification of the FHPlus Enrollee's right to obtain, the full range of
     family planning and reproductive health services (including HIV counseling
     and testing when performed as part of a family planning encounter) from a
     Contractor's Participating Provider without referral, approval or
     notification;

2)   a current list of qualified network family planning providers, within the
     geographic area, including addresses and telephone numbers, who provide the
     full range of family planning and reproductive health services.

The Contractor must notify its Participating Providers that all claims for
family planning services must be billed to the Contractor.


                                     FHPLUS
                                   APPENDIX C
                                 OCTOBER 1, 2001
                                       C-4
<PAGE>
                                       C.3

           GUIDELINES For Policy And Procedures For Plans That Do Not
              Include Family Planning Services In Their Capitation

     Any Contractor who does not include family planning services in its,
Benefit Package must notify all Enrollees and prospective Enrollees that these
services are not covered through the plan and submit a statement of the policy
and procedure they will use to inform Enrollees, prospective Enrollees, and
network providers using the following guidelines. The statement must be sent to
Director, Office of Managed Care, NYS Department of Health, Corning Tower, Room
2001, Albany, NY 12237 before signing the Agreement. The policy and procedure
statement regarding family planning services must contain the following:

     A statement that the Contractor will inform prospective Enrollees, new
     Enrollees and current Enrollees that:

          Certain family planning and reproductive health services (such as
          abortion, sterilization and birth control) are not included in the
          Contractor's Benefit Package.

          Such services may be obtained through a third party specifically under
          contract with SDOH for the provision of these services:

     c.   No referral is needed for such services, and that there will be no
          cost to the Enrollee for such services.

          2)   A statement that the above information will be provided in the
               following manner:

     a.   Through the Contractor's written marketing materials, including the
          member handbook.

     b.   Orally at the time of enrollment and any time an inquiry is made
          regarding family planning and reproductive health services.

     The procedure for informing the Contractor's primary care providers,
     obstetricians, and gynecologists that the Contractor has elected not to
     cover - certain reproductive and family planning services.

4)   The member handbook and marketing materials indicating that the Contractor
     has elected not to cover certain reproductive health and family planning
     services,


                                     FHPLUS
                                   APPENDIX C
                                 OCTOBER 1, 2001
                                       C-5
<PAGE>
     and explaining the right of all Enrollees to secure such services through
     the Designated Third Party Contractor.

5)   Mechanisms to provide all new Enrollees with an SDOH approved letter
     explaining how to access family planning services through the Designated
     Third Party Contractor and the list of participating providers available
     through that arrangement. This material will be furnished by SDOH to the
     Contractor and must be mailed with the first new Enrollee communication.

     If an Enrollee or prospective Enrollee requests information about these
     family planning and reproductive health services, the Contractor will
     advise the Enrollee or prospective Enrollee as follows:

     a.   Certain family planning and reproductive health services such as
          abortion, sterilization and birth control are not covered directly by
          the Contractor.

     b.   Enrollees can receive these non-covered services using the Designated
          Third Party Contractor.

     c.   The Contractor will mail to each Enrollee or prospective Enrollee who
          calls for information about family planning and reproductive health
          services, a copy of the SDOH approved letter explaining the Enrollee's
          right to receive these services through the Designated Third Party
          Contractor and the list Participating Providers available through that
          arrangement. The Contractor will mail these materials within 48 hours
          of the contact.

     d.   Enrollees can call the Contractor's member services number or the New
          York State Growing-Up-Healthy Hotline (1-800-522-5006) to request a
          list of providers available through the Designated Third Party
          Contractor for family planning services.

     The procedure for maintaining a manual log of all requests for such
     information, - including the date of the call, the Enrollee's ID number,
     and the date the SDOH approved letter and SDOH approved list were mailed.
     The Contractor will review this log monthly and upon request, submit a copy
     to SDOH by county.

8)   Mechanisms to inform Participating Providers that, if requested by the
     Enrollee, or if in the provider's best professional judgement, certain
     reproductive health and family planning services not offered through the
     Contractor are medically indicated in accordance with generally accepted
     standards of professional practice, an appropriately trained professional
     should so advise the Enrollee and provide the Enrollee with a list of
     providers available through the Designated Third Party Contractor, or give
     the Enrollee the member services number to call to obtain this listing.

     The Contractor must recognize that the exchange of medical information,
     when indicated in accordance with generally accepted standards of
     professional


                                     FHPLUS
                                   APPENDIX C
                                 OCTOBER 1, 2001
                                       C-6
<PAGE>
     practice, is necessary for the overall coordination of Enrollees' care and
     will assist primary care providers in providing the highest quality care to
     the Contractor's Enrollees. The Contractor must acknowledge that medical
     record information maintained by network providers may include information
     relating to family planning services provided under separate contract with
     SDOH.

10)  Quality assurance initiatives to ensure compliance with this policy. These
     should include the following procedures:

     a.   The Contractor will submit any materials to be furnished to Enrollees
          and providers relating to access to non-covered reproductive health
          and family planning services to SDOH for its review and approval
          before issuance. Such materials include, but -are not limited to,
          member handbooks, provider manuals, and marketing materials.

     b.   Monitoring calls to member services and providers will be conducted to
          assess the quality of the information provided. Call monitoring will
          be performed weekly by the manager/director or his or her designee.

     c.   Every month, the plan will prepare a list of Enrollees who have been
          sent a copy of the SDOH approved letter and the SDOH approved list of
          family planning providers. This information will be submitted to the
          Chief Operating Officer and President/CEO on a monthly basis.

     The Contractor will provide all new employees with a copy of this policy.
     The Contractor's orientation programs will include a thorough discussion of
     all aspects of this policy and procedure. Annual retraining programs for
     all employees will also be conducted to ensure continuing compliance with
     this policy.


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2001
                                       C-7
<PAGE>
                                   Appendix D

                New York State Department of Health Family Health

                           Plus, Marketing Guidelines


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                       D-1
<PAGE>
                              MARKETING GUIDELINES

                                  INTRODUCTION

The purpose of these guidelines is to provide an operational framework for
localities and FHPlus managed care organizations (MCOs) in the development of
MCO marketing plans, materials, and activities and to describe SDOH's marketing
rules, MCO marketing requirements, and prohibited practices.

The guidelines are consistent with those issued to all slates by the Health Care
Financing Administration (HCFA), U.S. Department of Health and Human Services
(DHHS) in August 1994. These guidelines are consistent with the requirements of
New York State.


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                       D-2
<PAGE>
                               A. Marketing Plans

1.   The MCO shall develop marketing plans that meet SDOH. guidelines and any
     local requirements as approved by the State Department of Health (SDOH).

2.   The SDOH and/or LDSS is responsible for the review and approval of MCO
     marketing plans, using a SDOH approved checklist.

3.   Approved marketing plans set forth the allowable terms and conditions and
     the proposed activities that the MCO intends to undertake during the
     contract period. Locally determined variations, as authorized by Section
     11.5 of this Agreement must be described in the MCO's county-specific
     marketing plans.

4.   The MCO must have on file with the SDOH and each LDSS an approved marketing
     plan, prior to the contract award date or before marketing and enrollment
     begin, whichever is sooner. Subsequent changes to the marketing plans must
     be submitted to the LDSS or SDOH for approval at least sixty (60) days
     before implementation.

5.   The marketing plan shall include: a stated marketing goal and strategies;
     marketing activities; and staff training, development and responsibilities.
     The following must be included in the plan's description of materials to be
     used: -distribution methods; primary marketing locations, and a listing of
     the kinds of community service events the MCO anticipates sponsoring and/or
     participating in, during which it will provide information and/or
     distribute marketing materials.

6.   The MCO must describe how it is able to meet the informational needs,
     related to marketing, for the physical and cultural diversity of its
     potential membership. This may include, but not be limited to, a
     description of the MCO's other than English language provisions,
     interpreter services, alternate communication, mechanisms, including sign
     language, Braille, audio tapes, and/or use of Telecommunications Device for
     the Deaf (TDD)/TTY services.

7.   The MCO shall describe measures for monitoring and enforcing compliance
     with the guidelines by its marketing representatives and its providers
     including: the prohibition of door-to-door solicitation and cold-call
     telephoning; a description of the development of pre-enrollee mailing
     lists, that maintains client confidentiality and that honors the client's
     express request for direct contact by the MCO; the selection and
     distribution of pre-enrollment gifts and incentives to consumers; and a
     description of the training, compensation and supervision of its marketing
     representatives.


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                       D-3
<PAGE>
                             B. Marketing Materials

1.   Definitions

     a)   Marketing materials generally include the concepts of advertising,
          public service announcements, printed publications, and other
          broadcast or electronic messages designed to increase awareness and
          interest in FHPlus and/or a MCO's FHPlus care_ product. The target
          audience for these marketing materials is low-income, uninsured people
          who do not qualify for Medicaid, and who are living in a defined
          service area.

          Marketing materials include any information, that references the
          FHPlus program, is intended for general distribution, and is produced
          in a variety of print, broadcast, and direct marketing mediums. These
          generally include: radio, television, billboards, newspapers,
          leaflets, informational brochures, videos, telephone book yellow page
          ads, letters, and posters. Additional materials requiring marketing
          approval include a listing of items to be provided as nominal gifts or
          incentives.

2.   Marketing Material Requirements

     a)   Marketing materials must be written in prose that is understood at a
          fourth-to sixth-grade reading level and must be printed in at least
          ten (10) point type.

     b)   The Contractor must make available written marketing and other
          informational materials (e.g., member handbooks) in a language other
          than English whenever at least five percent (5%) of the potential
          Enrollees of the Contractor in any county of the service area speak
          that particular language and do not speak English as a first language.
          SDOH will inform the LDSS and the Contractor when the 5% threshold has
          been reached. Marketing materials to be translated include those key
          materials, such as informational brochures, that are produced for
          routine distribution, and which are included within the MCO's
          marketing plan. SDOH will determine the need for other than English
          translations based on county specific census data or other available
          measures.

          Alternate forms of communications must be provided for persons with
          visual, hearing, speech, physical, or developmental disabilities.
          These alternate forms include Braille or audiotapes for the visually
          impaired, TTY access for those with certified speech or hearing
          disabilities, and use of American Sign Language and/or integrative
          technologies.

          The plan name, mailing address (and location, if different), and toll
          free phone number must be prominently displayed on the cover of all
          multi-paged marketing materials.


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                       D-4
<PAGE>
          Marketing materials must not contain false, misleading, or ambiguous
          information such as "You have been pre-approved for the XYZ Health
          Plan," or "You get free, unlimited visits." Materials must not use
          broad, sweeping statements-- for example, "If you are uninsured, you
          are eligible for FHPlus and/or the XYZ Health Plan."

          The material must accurately reflect general information, which is
          applicable to the average consumer of FHPlus.

          The Contractor may not use logos or wording used by government
          agencies if such use could imply or cause confusion about a connection
          between a governmental agency and the Contractor.

          Marketing materials may not make reference to incentives that may be
          available to Enrollees after they join a plan, such as "If you join
          the XYZ plan, you will receive a free baby carriage after you complete
          eight prenatal visits."

          Marketing materials that are prepared for distribution or presentation
          by the LDSS, enrollment broker, or SDOH-approved Enrollment
          Facilitators must be provided in a manner that is easily understood
          and appropriate to the target audience. The material covered must
          include sufficient information to assist the individual in making an
          informed choice of MCO.

          The Contractor shall advise potential Enrollees, in written materials
          related to enrollment, to verify with the medical services providers
          they prefer, or have existing relationships with, that such medical
          services providers participate in the selected FHPlus MCO's network
          and are available to serve the Enrollee.

3.   Prior Approvals

     a)   The SDOH will review and approve MCO marketing videos, materials for
          broadcast (radio, television, or electronic), billboards, mass transit
          (bus, subway or other livery) and statewide/regional print advertising
          materials. These materials must be submitted to the SDOH for review. A
          copy must be simultaneously provided to the applicable LDSSs.

          The SDOH will delegate to LDSSs review and approval of the following
          marketing material:

          i)   MCO marketing plans;


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                       D-5
<PAGE>
          ii)  Scripts or outlines of presentations and materials used at health
               fairs and other LDSS approved events and locations;

          iii) All pre-enrollment written marketing materials - written
               marketing materials include brochures and leaflets, and
               presentation materials used by marketing representatives;

          iv)  MCO informational brochures to be included in LDSS enrollment
               packets or to be used by SDOH-approved Enrollment Facilitators;
               and

          v)   All direct mailing from MCOs targeted to the FHPlus market.

     c)   Both SDOH and LDSS will adhere to a sixty (60) day "file and use"
          policy, whereby materials submitted by the MCO must be reviewed and
          commented on within sixty (60) days of submission or the MCO may
          assume the materials have been approved if the reviewer has not
          submitted any written comment.

     d)   The Contractor shall submit all subcontracts, procedures, and
          materials related to Marketing to Eligible Persons to the SDOH and/or
          LDSS for prior written approval. The Contractor shall not enter into
          any subcontracts or use any marketing subcontractors, procedures, or
          materials that the SDOH and/or LDSS hat not approved.

4.   Dissemination of Contractor Outreach Materials

     The Contractor shall provide to the LDSS and/or Enrollment Broker or
     SDOH-approved Enrollment Facilitators upon request, an approved
     marketing/informational brochure or alternative informational document that
     describes coverage in the service area.

     The Contractor shall, upon request, submit to the LDSS, Enrollment Broker,
     or SDOH-approved Enrollment Facilitators a current provider directory,
     together with information that describes how to determine whether a
     provider is presently available.


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                       D-6
<PAGE>
                             C. Marketing Activities

Definition

          a)   Marketing activities are occasions during which marketing
               information and material regarding FHPlus and information about a
               particular MCO's affiliated products are presented. Typically,
               such information is presented both in verbal exchanges and
               through the distribution of written materials, together with the
               giving away of nominal gifts. The informal nature of the
               marketing activity- requires MCOs to be forthright in their
               presentations to allow potential Enrollees the exercise informed
               choice, and localities must provide the best assurances that
               marketing practices are consistent with established guidelines.
               Any exchange of verbal marketing information must include the
               following:

               i)   if the plan is not fully capitated for family planning
                    services, the representative must tell the prospective
                    Enrollees that;

                    a)   certain family planning and reproductive health
                         services (such as abortion, sterilization and birth
                         control) are not covered by the Contractor;

                    b)   whenever needed, such services may be obtained from the
                         Designated Third Party Contractor;

                    c)   no referral is needed for such services;

                    d)   there will be no cost to the Enrollee for such
                         services.

          b)   With prior local approval MCOs may engage in marketing activities
               that include community-sponsored social gatherings,
               provider-hosted informational sessions, or MCO-sponsored events.
               Events may include such activities as health fairs workshops on
               health promotion, holiday parties, after school programs,
               raffles, etc. These events must not be restricted to FHPlus
               eligibles only.

          c)   Media campaigns are the distribution of information/materials
               regarding the FHPlus program and/or a specific MCO for the
               purpose of encouraging the uninsured to join a FHPlus plan. All
               mediums including television, radio, billboards, subway and bus
               posters, and electronic messages must be pre-approved by the
               SDOH at least thirty (30) days prior to the campaign: A copy must
               be simultaneously submitted to the SDOH and the affected LDSSs.

2.   Marketing Sites

          a)   With prior LDSS approval, MCOs may distribute approved marketing
               material in such places as, an income support maintenance center,
               community centers (if the center agrees and allows all MCOs to
               use the


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                       D-7
<PAGE>
               center), markets, pharmacies, hospitals and other provider sites,
               schools, health fairs, a resource center established by the LDSS
               or the enrollment counseling contractor, and other areas where
               potential Enrollees are likely to gather.

               MCOs are PROHIBITED from door-to-door solicitation of potential
               Enrollees, or distribution of material, and may not engage in
               "cold calling" inquiries or solicitation.

               MCOs are PROHIBITED from direct marketing or distribution of
               material in hospital emergency rooms including /emergency room
               waiting areas. Marketing may not take place in patient rooms or
               treatment areas (except for waiting areas) or other prohibited
               sites unless requested by the individual. LDSS may not allow MCOs
               to market in individual homes without permission of the
               individual.

               MCOs may not require its Participating Providers to distribute
               plan-prepared communications to their patients.

               Participating Providers may display the marketing materials of
               their contracting MCOs provided that appropriate notice is
               conspicuously posted for all other MCOs with whom the Provider
               has a contract.

          f)   Participating providers are encouraged to communicate with their
               patients about managed care options and to advise their patients
               in determining the MCO that best meets the health needs of the
               patient and his/her family. Such advice, whether presented
               verbally or in writing, must be individually based and not merely
               a promotion of one plan over another. Providers who wish to let
               their patients know of their affiliation with one or more MCOs
               must list each MCO with whom they hold contracts. In the event
               marketing material is included with such communication, the
               material, together with the intended communication, must be
               pre-approved by the LDSS before distribution.

               In the event a provider is no longer affiliated with a particular
               MCO but remains affiliated with other participant MCOs, the
               provider may notify his/her/its patients of the new status and
               the impact of such change on the patient.

3.   Restricted Marketing Activities

          a)   MCOs are PROHIBITED from misrepresenting the FHPlus program, or
               the program or policy requirements of the LDSS or the SDOH.


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                       D-8
<PAGE>
          MCOs are PROHIBITED from purchasing or otherwise acquiring or using
          mailing lists of FHPlus eligibles from third party vendors, including
          providers and LDSS offices.

          MCOs are PROHIBITED from using raffle tickets and event attendance or
          sign-in sheets to develop mailing lists of potential Enrollees.

          MCOs shall not discriminate against Eligible Persons or Enrollees on
          the basis of age, sex, race, creed, physical or mental
          handicap/developmental disability, national origin, sexual
          orientation, type of illness or condition, need for health services or
          the Capitation Rate that the Contractor will receive for such
          Eligible Person. Health assessments may not be performed by MCOs prior
          to enrollment. MCOs may inquire about existing primary care
          relationships of the applicant and explain whether and how such
          relationships may be maintained. Upon request, each potential Enrollee
          shall be provided with a listing of all Participating Providers
          including specialists and facilities in the MCO's network. The MCO may
          respond to a potential Enrollee's question about whether a particular
          specialist is in the network. However, MCOs are prohibited from
          inquiring about the types of specialists utilized by the potential
          Enrollee.

          MCOs may not offer incentives of any kind to FHPlus eligibles to join
          a health plan. "Incentives" are defined as any type of inducement
          whose receipt is contingent upon the recipients joining the plan.

          MCOs are responsible for ensuring that their marketing representatives
          engage in professional and courteous behavior in their interactions
          with LDSS staff, staff from other health plans, and FHPlus Enrollees.
          Examples of inappropriate behavior include interfering with other
          health plan presentations, talking negatively about another health
          plan, and participating with FHPlus Enrollees during the verification
          interview with LOSS staff.

          MCOs may offer nominal gifts of not more than $5.00 in fair-market
          value as part of a health fair or other marketing activity to
          stimulate interest in managed care and/or the MCO. Such gifts must be
          pre-approved by the LDSS, and offered without regard to enrollment.
          The MCO must submit a listing of intended items to be distributed at
          marketing activities as nominal gifts. The submission of actual
          samples or photographs of intended nominal gifts will not be routinely
          required, but must be made available upon request by the state or
          local reviewer. Listings of item donors or co-sponsors must be
          submitted along with the description of items.

          h)   MCOs may offer its Enrollees rewards for completing a health
               goal, such as finishing all prenatal visits, participating in a
               smoking cessation session, attending initial orientation sessions
               upon enrollment, and timely


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                       D-9
<PAGE>
               completion of immunizations or other health related programs.
               Such rewards may not exceed $50.00 in fair-market value per
               Enrollee over a twelve (12) month period, and must be related to
               a health goal. MCOs may not make reference to these rewards in
               their pre-enrollment marketing materials or discussions and all
               such rewards must be approved by the LDSS.

               MCOs may not offer financial or other kinds of incentives to
               marketing representatives that use the number of Enrollees as a
               factor in compensation. MCOs may reward representatives based on
               the achievement of health goals by the Enrollee. For example, an
               MCO may offer an incentive to a marketing representative who has
               enrolled, an individual who subsequently completes a smoking
               cessation session and stops smoking.

               Individuals employed by MCOs as marketing representatives and
               employees of marketing subcontractors must have successfully
               completed a training program about the basic concepts of managed
               care and the FHPlus enrollee's rights and responsibilities
               relating to membership in managed care. MCOs must submit a copy
               of the training curriculum for their marketing representatives to
               SDOH and the LDSS as part of the marketing plan. The MCO shall
               be responsible for the activities of its marketing
               representatives and the activities of any subcontractor or
               management entity. A marketing representative means any
               individual or entity engaged by the Contractor to market on
               behalf of the Contractor.


                                     FHPLUS
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                                 OCTOBER 1, 2001
                                      D-10
<PAGE>
                            D. MARKETING INFRACTIONS

1.   Infractions of the marketing guidelines may result in the following actions
     being taken by the SDOH in collaboration with LDSSs to protect the
     interests of the program and its clients.

          a)   If an MCO or its representative commits a first time infraction
               of marketing guidelines and the SDOH and/or LDSS deems the
               infraction to be minor or unintentional in nature, the SDOH
               and/or LDSS may issue a warning letter to the MCO.

          b)   For subsequent or more serious infractions, the SDOH, in
               collaboration with LDSSs, may impose liquidated damages of
               $2,000.00, or other appropriate non-monetary sanctions for each
               infraction.

          c)   The SDOH in collaboration with LDSSs may require the MCO to
               prepare a corrective action plan with a specified deadline for
               implementation.

          d)   If the MCO commits further infractions, fails to pay liquidated
               damages within the specified timeframe or fails to implement a
               corrective action plan in a timely manner or commits an egregious
               first-time infraction, the SDOH in collaboration with LDSSs may:

               i)   prohibit the MCO from conducting any marketing activities
                    for a period up to the end of the Agreement period;

               ii)  suspend new enrollments, for a period up to the remainder of
                    the Agreement; or

               iii) terminate the Agreement pursuant to termination procedures
                    described therein.


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                      D-11
<PAGE>
                      E. LDSS SPECIFIC MARKETING GUIDELINES

Local districts may adopt, subject to SDOH approval, additional and/or more
restrictive marketing guidelines to the extent appropriate to local conditions
and circumstances. The SDOH may require the Contractor to comply with local
district-specific marketing guidelines.


                                     FHPLUS
                                   APPENDIX D
                                 OCTOBER 1, 2001
                                      D-12
<PAGE>
                                   Appendix E

                       New York State Department of Health

                               Family Health Plus

                          Member Handbook-Guidelines


                                     FHPLUS
                                   APPENDIX E
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                                       E-1
<PAGE>
                                  INTRODUCTION

          This document contains member handbook guidelines for use by managed
          care organizations (MCOs) under contract to serve New York FHPlus
          beneficiaries. These guidelines may be revised from time to time based
          on changes in the law and the changing needs of the program. The
          guidelines reflect the review criteria used by the SDOH in its review
          of all FHPlus member handbooks. Handbooks and addenda must be approved
          by SDOH prior to printing and distribution by MCOs. In addition, the
          SDOH has developed a model member handbook at the fourth to sixth
          grade reading level for use by MCOs. The model member handbook
          contains language to address required disclosure regarding family
          planning; self-referral policies; obtaining OB/GYN services; the
          definitions of medical necessity and emergency services; protocols
          for complaints, utilization review, external appeals, fair hearings
          and newborn enrollments; and listings of member entitlements,
          including benefits, rights and responsibilities, and information
          available upon request. MCOs must use the language provided in these
          required disclosure areas in their member handbooks. A copy of the
          model handbook is available from the SDOH Family Health Plus Program.

          GENERAL FORMAT

          Member handbooks must be written in a style and reading level that
          will accommodate the reading skills of many FHPlus Enrollees. In
          general the writing should be at no higher than a sixth-grade level,
          taking into consideration the need to incorporate and
          explain--certain technical or unfamiliar terms to assure accuracy.
          The text must be printed in at least ten (10) point font. The SDOH
          reserves the right to require evidence that a handbook has been tested
          against the sixth-grade reading-level standard. Member handbooks must
          be available in languages other than English whenever at least five
          percent (5%) of the potential Enrollees of the MCO in any county in
          the MCO's service area speak a language other than English as a first
          language.

          HANDBOOK REQUIREMENTS

          a)   General Overview (how the plan works)

               i)   Explanation of the plan, including what happens when you
                    become a member.

               ii)  Explanation of the plan ID card, obtaining routine medical
                    care, help by telephone, and general information pertaining
                    to the plan, i.e., location of the plan, providers, etc.

               iii) Invitation to attend scheduled orientation sessions and
                    other educational and outreach activities.

          b)   Provider Listing, including Site Locations


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                                   APPENDIX E
                                 OCTOBER 1, 2001
                                       E-2
<PAGE>
               Note: The information described here can be included in the
               handbook or as an insert to the handbook, or can be produced as a
               separate document and referenced in the handbook.

               i)   A current listing of providers, including facilities.

               ii)  For physicians, separate listings of primary care
                    practitioners and specialty providers; include location,
                    phone number, and board certification status.

               iii) Listing also must include a notice of how to determine
                    whether a Participating Provider is accepting new patients.

          c)   Choice of Primary Care Provider (including how to make an
               appointment)

               i)   Explanation of the role of PCP as a coordinator of care,
                    giving some examples, and how to choose one for self and
                    family

               ii)  How to make an appointment with the PCP, importance of
                    base-line physical, immunizations and well-child care.

               iii) Explanation of different types of PCPs, i.e., family
                    practice, pediatricians, internists, etc.

               iv)  Notification that the plan will assign the member to a PCP
                    if one is not chosen in thirty (30) days.

               v)   OB/GYN choice rules for women.

          d)   Changing Primary Care Provider

               i)   Explanation of plan policy, time frames, and process related
                    to changing PCP.

               ii)  Explanation of process for changing OB/GYN when applicable.

               iii) Explanation of requirements for choosing a specialist as
                    PCP.

          e)   Referrals to Specialists (in and out-of-plan)

               i)   Explanation of specialist care and how referrals are
                    accomplished.

               ii)  Explanation of process for changing specialists.

               iii) Explanation of self-referral services, i.e., OB/GYN
                    services, HIV counseling and testing, eye exams, etc.

               iv)  Notice that Enrollee may obtain a referral to a
                    Non-Participating Provider when the plan does not have a
                    Participating Provider with appropriate training or
                    experience to meet the needs of the Enrollee; and the
                    procedure for obtaining such referrals.

               v)   Notice that an Enrollee with a condition that requires
                    ongoing care from a specialist may request a standing
                    referral to such a specialist; procedure for obtaining such
                    referrals.

               vi)  Notice that an Enrollee with a life-threatening condition or
                    disease, or a degenerative and disabling condition or
                    disease, either of which require specialized medical care
                    over a prolonged period of time, may request


                                     FHPLUS
                                   APPENDIX E
                                 OCTOBER 1, 2001
                                       E-3
<PAGE>
                    access to a specialist responsible for providing or
                    coordinating the Enrollee's medical care; and the procedure
                    for obtaining such a specialist.

               vii) Notice that an Enrollee with a life-threatening condition or
                    disease, or a degenerative and disabling condition or
                    disease, either of which require specialized medical care
                    over a prolonged period of time, may request access to a
                    speciality care center; and the procedure for obtaining such
                    access.

               Covered and Non-Covered Services

               Benefits and services covered by the tan, including benefit
               maximums and limits. Definition of medical necessity used to
               determine whether benefits will be covered (same as contract
               definition).

               iii) Services not covered by the plan or FHPlus.

               iv)  Prior authorization and other requirements for treatments
                    and services.

               v)   Family planning and reproductive health services policy.

               vi)  HIV counseling and testing policy.

               vii) Plan toll-free number for Enrollee to call for more
                    information.

               Out of Area Coverage

               i)   Explanation of what to do and who to call if medical care is
                    required when Enrollee is out of plan's service area.

               Emergency Care Access

               i)   Definition of emergency services as defined in law,
                    including examples of situations that constitute an
                    emergency and situations that do not.

               ii)  What to do in an emergency, including notice that services
                    in a true emergency are not subject to prior approval.

               iii) A phone number to call if PCP is not available.

               iv)  Explanation of what to do in non-emergency situations (PCP,
                    urgent care, etc.).

               Utilization Review

               i)   Circumstances under which utilization review will be
                    undertaken.

               ii)  Toll-free telephone number of the utilization review agent.

               iii) Time frames under which UR decisions must be made for
                    prospective, retrospective, and concurrent decisions.

               iv)  Right to reconsideration.

               v)   Right to an appeal, including expedited and standard appeals
                    processes and the time frames for such appeals.

               vi)  Right to designate a representative.


                                     FHPLUS
                                   APPENDIX E
                                 OCTOBER 1, 2001
                                       E-4
<PAGE>
               vii) A notice that all denials of claims will be made by
                    qualified clinical personnel and that all notices will
                    include information about the basis of the decision, and
                    further appeal rights (if any).

               Enrollment and Disenrollment Procedures

               i)   Explanation of the Initial Enrollment Period, and initial
                    grace period when a person may change plans.

               ii)  Choice of PCP (each person can have his/her own PCP and can
                    change thirty (30) days after the initial appointment with
                    their PCP, and once every six months thereafter).

               iii) Procedures for disenrollment.

               iv)  Opportunities for change.

               v)   LDSS/or enrollment broker phone number for information on
                    enrollment and disenrollment.

               Rights and Responsibilities of Enrollees

               i)   Explanation of what an Enrollee has the right to expect from
                    the Contractor in the way of medical care and treatment of
                    the Enrollee.

               ii)  Responsibilities of the Enrollee (general).

               iii) Enrollee's financial responsibility for payment when
                    services are furnished by a provider who is not part of the
                    Contractor's network or by any provider without required
                    authorization or when a procedure, treatment, or service is
                    not a covered benefit; also note exceptions such as family
                    planning and HIV counseling/testing.

               iv)  Enrollee's rights under State law to formulate advance
                    directives.

               v)   The manner in which Enrollees may participate in the
                    development of plan policies.

               Language

               i)   Description of how the Contractor addresses the needs of
                    non-English speaking Enrollees.

               Grievance Procedures (complaints)

               i)   Right to file a grievance regarding any dispute between the
                    Contractor and an Enrollee.

               ii)  Right to file a grievance orally when the dispute is about
                    referrals or covered benefits.

               iii) Explanation of who in the plan to call, along with the
                    Contractor's toll-free number.

               iv)  Time frames and circumstances for expedited and standard
                    grievances.

               v)   Right to appeal a grievance determination and the procedures
                    for filing such an appeal.

               vi)  Time frames and circumstances for expedited and standard
                    appeals.


                                     FHPLUS
                                   APPENDIX E
                                 OCTOBER 1, 2001
                                       E-5
<PAGE>
               vii) Right to designate a representative.

               viii) A notice that all decisions involving clinical disputes
                    will be made by qualified clinical personnel and that all
                    notices will include information about the basis of the
                    decision, and further appeal rights (if any).

               ix)  NYSDOH number for medically related complaints
                    (1-800-206-8125).

               x)   New York State Insurance Department number for certain
                    complaints relating to billing.

               Fair Hearing

               Explain that:

               i)   Enrollee has a right to a State Fair Hearing and Aid
                    Continuing in some situations.

               ii)  Describe situations when the Enrollee may ask for a fair
                    hearing as described in Section 25 of this Agreement
                    including State or LDSS decision about staying in or leaving
                    the plan; decision the Contractor makes that stops or limits
                    FHPlus benefits; Contractor decision agreeing with doctor
                    who will not order services (must complain to the plan
                    first).

               iii) Describe how to request a fair hearing (assistance through
                    member services, LDSS, State fair hearing contact).

               External Appeals

                    Description of circumstances when a person may request an
               external appeal:

               ii)  Time frames for applying for appeal and for decision-making.

               iii) How and where to apply.

               iv)  Describe expedited appeal time frame.

               v)   Process for Contractor and Enrollee to agree on waiving the
                    UR appeal process.

               Payment Methodologies

               i)   Description prepared annually of the types of methodologies
                    the plan uses to reimburse providers, specifying the type
                    of methodology used to reimburse particular types of
                    providers or for the provision of particular types of
                    services.

               Physician Incentive Plan Arrangements

               i)   The Member Handbook must contain a statement indicating the
                    Enrollees and potential Enrollees are entitled to ask if the
                    MCO has special financial arrangements with physicians that
                    can affect the use of referrals and other services that they
                    might need and how to obtain this information.


                                     FHPLUS
                                   APPENDIX E
                                 OCTOBER 1, 2001
                                       E-6
<PAGE>
          r)   How and Where to Get More Information

               i)   How to access a member services representative through a
                    toll-free number.

               ii)  How and when to contact LDSS for assistance.

          OTHER INFORMATION AVAILABLE UPON ENROLLEE'S REQUEST

          a)   List of the names, business addresses, and official positions of
               the membership of the board of directors, officers, controlling
               persons, owners or partners of the Contractor.

          b)   Copy of the most recent annual certified financial statement of
               the Contractor, including a balance sheet and summary of receipts
               and disbursements prepared by a CPA.

          c)   Copy of the most recent individual, direct pay subscriber
               contracts, if applicable.

          d)   Information relating to consumer complaints compiled pursuant to
               Section 210 of the Insurance law.

          e)   Procedures for protecting the confidentiality of medical records
               and other Enrollee information.

          f)   Written description of the organizational arrangements and
               ongoing procedures of the Contractor's quality assurance program.

          Description of the, procedures followed by the Contractor in making
          decisions about the experimental or investigational nature of medical
          devices, or treatments in clinical trials.

          h)   Individual health practitioner affiliations with participating
               hospitals.

          i)   Specific written clinical review criteria relating to a
               particular condition or disease and, where appropriate, other
               clinical information which the plan might consider in its
               utilization review process.

               Written application procedures and minimum qualification
               requirements for health care providers to be considered by the
               plan.


                                     FHPLUS
                                   APPENDIX E
                                 OCTOBER 1, 2001
                                       E-7
<PAGE>
          Upon request, MCOs are required to provide the following information
          on the incentive arrangements affecting the MCO's physicians to
          current, previous and prospective Enrollees:

          1.   Whether the MCO's contract or subcontracts include Physician
               Incentive Plans that affect the use of referral services.

          2.   Information on the type of incentive arrangements used.

          3.   Whether stop-loss protection is provided for physicians and
               physicians groups.

          4.   If the MCO is at substantial financial risk, as defined in the
               PIP regulations, a summary of the required customer satisfaction
               survey results.


                                     FHPLUS
                                   APPENDIX E
                                 OCTOBER 1, 2001
                                       E-8
<PAGE>
                                   APPENDIX F

                       New York State Department of Health

                               Family Health Plus

                    Complaint and Appeals Program Guidelines


                                     FHPLUS
                                   APPENDIX F
                                 OCTOBER 1, 2001
                                       F-1
<PAGE>
     -    Overall Objectives The FHPlus program complaint process accomplishes
          four objectives:

          a)   Ensures that each MCO resolves its Enrollees' problems promptly
               and at the lowest level of formality, wherever possible.

          b)   Ensures that the MCO reports the full extent of complaint
               activity to governmental oversight entities.

          c)   Ensures that the MCO uses complaint information to assess and
               improve program performance.

          d)   Provides an independent process for complaint resolution when
               issues are not resolved by the MCO.

II.  DEFINITIONS

          a)   A "complaint" is defined as a written or verbal contact to the
               plan in which the Enrollee or provider describes a concern with
               any of the following:

               -    A determination made by the MCO, other than a determination
                    of medical necessity or a determination that a service is
                    considered experimental or investigational; (Treatment
                    experienced through the MCO, its providers, or Contractors;
                    or

               -    Any other concern with the MCO, its benefits, employees or
                    providers.

          b)   An "inquiry" is defined as a request for information by an
               Enrollee. Inquiries may include instances where a MCO clarifies
               the Benefit Packages or procedures for accessing services; or
               other issues relative to an Enrollee's question.

          c)   Summary Complaint Forms are forms developed by the State that
               categorize the type of complaints received. These forms should be
               submitted via the HPN on a quarterly basis to the SDOH.

III. COMPLAINT PROCEDURES

          a)   The MCO shall describe its complaint and appeal procedure in the
               member handbook, and it must be accessible to non-English.
               speaking, visually, and hearing impaired Enrollees. The handbook
               shall comply with SECTION 13.3 and The Member Handbook Guidelines
               (Appendix E) of this Agreement.

          b)   Anytime the MCO denies access to a referral; denies or reduces
               benefits or services; or determines that a requested benefit is
               not covered in the MCO's Benefit Package, the MCO shall provide
               written notice of the procedures for the


                                     FHPLUS
                                   APPENDIX F
                                 OCTOBER 1, 2001
                                       F-2
<PAGE>
               Enrollee to file a complaint, including the notice containing
               information on the right to request a fair hearing.

          c)   If the MCO immediately resolves a verbal complaint to the
               Enrollee's satisfaction, that complaint may be considered
               resolved without any additional written notification to the
               Enrollee. Such complaints must be logged by the MCO and included
               in the MCO's quarterly HPN complaint report submitted to SDOH.

          d)   The Enrollee shall be informed of the toll-free number to call in
               order to file a complaint and of their right to complain to the
               SDOH and LDSS (phone numbers and address) at anytime.

          MCO procedures for accepting complaints shall include:

               i)   toll-free telephone number;

               ii)  designated staff to receive calls;

               iii) "live" phone coverage at least 40 hours a week during normal
                    business hours;

               iv)  a mechanism to receive after hours calls including either:

                    A)   telephone system available to take calls and a plan to
                         respond to all such calls no later than on the next
                         business day after the call was recorded.

                    Or

                    B)   a mechanism to have available on a twenty-four (24)
                         hour, seven (7) day a week basis designated staff to
                         accept telephone complaints, whenever a delay would
                         significantly increase the risk to an Enrollee's
                         health.

          Determinations of all clinical complaints involving clinical decisions
          shall be made by qualified clinical personnel.

          Upon receipt of a complaint, the MCO shall send a notice to the
          Enrollee specifying what information must be provided to the MCO in
          order for a determination to be made.

IV.  NOTICE TO ENROLLEE PROCEDURES

     The MCO shall send a notice to the Enrollee upon receipt of the following
     types of complaints anytime the MCO: 1) denies access to a referral; 2)
     denies or reduces benefits or services; 3) determines that a requested
     benefit is not covered by the MCO's Benefit Package. The notice shall
     describe:

          a)   The Enrollee's right to file a complaint regarding any dispute
               with the MCO.

          b)   The information to be provided to the MCO in order for a
               determination to be made.


                                     FHPLUS
                                   APPENDIX F
                                 OCTOBER 1, 2001
                                       F-3
<PAGE>
          c)   The fact that the MCO will not retaliate or take any
               discriminatory action against the Enrollee because he/she filed a
               complaint or appeal.

          d)   The right of the Enrollee to designate a representative to file
               complaints and appeals on his/her behalf.

          e)   The MCO's requirements for accepting written complaints, which
               can be either a letter or MCO supplied form.

          f)   The Enrollee's right to file a verbal complaint when the dispute
               is about referrals or covered benefits. The MCO must list a
               toll free number which the Enrollee may use to file a verbal
               complaint.

          g)   For verbal complaints, whether the Enrollee is required to sign
               an acknowledgment and description of the complaint prepared by
               the MCO. The acknowledgment must clearly advise the Enrollee that
               the Enrollee may amend the description but must sign and return
               it in order to initiate the complaint.

V.   TIMEFRAMES FOR COMPLAINT RESOLUTION BY THE MCO.

     Procedures should indicate the following specific timeframes regarding
     complaint resolution:

          a)   The MCO has to provide written acknowledgment of the complaint
               including the game, address and telephone number of the
               individual or department handling the complaint within fifteen
               (15) days of receipt of the complaint.

          b)   Complaints shall be resolved whenever a delay would significantly
               increase the risk to an Enrollee's health within forty-eight (48)
               hours after receipt of all necessary information.

          c)   Complaints shall be resolved in the case of requests for
               referrals or determinations concerning benefits covered by the
               contractual Benefit Package within thirty (30) days after the
               receipt of all necessary information.

          d)   All other complaints shall be resolved within forty-five (45)
               days after the receipt of all necessary information. The MCO
               shall maintain reports of complaints unresolved after forty-five
               (45) days in accordance with Section 18 of this Agreement.

VI. COMPLAINT DETERMINATIONS

     Procedures regarding the resolution of Enrollee complaints should include
     the following:

          a)   Complaints shall be reviewed by one or more qualified personnel.


                                     FHPLUS
                                   APPENDIX F
                                 OCTOBER 1, 2001
                                       F-4
<PAGE>
          b)   Complaints pertaining to clinical matters shall be reviewed by
               one or more licensed, certified, or registered health care
               professionals in addition to whichever non-clinical personnel the
               MCO designates.

          c)   Determinations by the MCO shall be made in writing to the
               Enrollee or his/her designee. The determination shall include:

               i)   the detailed reasons for the determination;

               ii)  the clinical rationale for the determination, if applicable;

               iii) the procedures for the filing of an appeal of the
                    determination including required appeal forms;

               iv)  the Enrollee's option to also contact the State Department
                    of Health (800-206-8125) with their complaint;

               v)   the notice containing fair hearing rights.

          d)   Notices of determinations shall be sent to the Enrollee or the
               Enrollee's designee within three (3) business days after a
               determination is made.

          e)   In cases where a delay would significantly increase the risk to
               an Enrollee's health, notice of a determination shall be made by
               telephone directly to the Enrollee or to the Enrollee's designee,
               or when no phone is available some other method of communication,
               with written notice to follow within three (3) business days.

VII. APPEALS

     Procedures regarding Enrollee appeals of MCO complaint determinations
     should include the following:

          a)   The Enrollee or designee has no less than sixty (60) business
               days after receipt of the notice of the complaint determination
               to file a written appeal. Appeals may be submitted by letter or
               by form provided by the MCO.

          b)   Within fifteen (15) business days of receipt of the appeal, the
               MCO shall provide written acknowledgment of the appeal including
               the name, address and telephone number of the individual
               designated to respond to the appeal. The MCO shall indicate what
               additional information, if any, must be provided for the MCO to
               render a decision.

          c)   Appeals of clinical matters must be decided by personnel
               qualified to review the appeal including licensed, certified or
               registered health care professionals who did not make the initial
               determination, at least one of whom must be a clinical peer
               reviewer. Clinical peer reviewers may be physicians who possess a
               current and valid non-restricted license to practice medicine. A
               clinical peer reviewer also may be a health care professional,
               who where applicable, possesses a current and valid
               non-restricted license, certification or registration, or where
               no provision for a license, certification, or registration
               exists, is


                                     FHPLUS
                                   APPENDIX F
                                 OCTOBER 1, 2001
                                       F-5
<PAGE>
               credentialed by the national accrediting body appropriate to the
               profession. The clinical peer reviewer must be a physician or
               other health care professional practicing in the same
               professional specialty as the healthcare provider who typically
               manages the medical condition, procedure or treatment under
               review.

          d)   Appeals of non-clinical matters shall be determined by qualified
               personnel at a higher level than the personnel who made the
               original complaint determination.

          e)   Appeals shall be decided and notification provided to the
               Enrollee no more than:

               i)   two (2) business days after the receipt of all necessary
                    information when a delay would significantly increase the
                    risk to an Enrollee's health;

               ii)  thirty (30) business days after the receipt of all necessary
                    information in all other instances.

          f)   The notice of an appeal determination shall include:

               i)   the detailed reasons for the determination and the clinical
                    rationale for the determination;

               ii)  if applicable, a notice containing fair hearing rights;

               iii) the notice shall also inform the Enrollee of his/her option
                    to also contact the State Department of Health
                    (800-206-8125) with his/her complaint;

               iv)  instructions for any further appeal.

VIII. RIGHT TO AN EXTERNAL APPEAL

     The MCO shall describe its utilization review policies and procedures
     including a notice of the right to an external appeal together with a
     description of the external appeal process and the timeframes for external
     appeal in the member handbook. It must be accessible to non-English
     speaking, visually, and hearing impaired Enrollees. The handbook shall
     comply with Section 13 and The Member Handbook Guidelines (Appendix E) of
     this Agreement.

IX.  RECORDS

     The MCO shall maintain a file on each complaint and appeal, if any. The
     file shall include:

          a)   date the complaint was filed;

          b)   copy of the complaint, if written;

          c)   date of receipt of and copy of the Enrollee's acknowledgment, if
               any;

          d)   log of complaint determination including the date of the
               determination and the titles of the personnel and credentials of
               clinical personnel who reviewed the complaint;


                                     FHPLUS
                                   APPENDIX F
                                 OCTOBER 1, 2001
                                       F-6
<PAGE>
          e)   date and copy of the Enrollee's appeal;

          f)   determination and date of determination of the appeal;

          g)   the titles, and credentials of clinical staff who reviewed the
               appeal.

     In addition, the Contractor shall maintain a list of the following:

          a)   complaints unresolved for greater than 45 days;

          b)   complaints referred for external appeal.


                                     FHPLUS
                                   APPENDIX F
                                 OCTOBER 1, 2001
                                       F-7
<PAGE>
                                  APPENDIX G

                      NEW YORK STATE-DEPARTMENT OF HEALTH-
                          GUIDELINES FOR THE PROVISION
                           OF EMERGENCY CARE-SERVICES
                       FOR THE FAMILY HEALTH PLUS PROGRAM


                                     FHPLUS
                                   APPENDIX G
                                 OCTOBER 1, 2001
                                       G-1
<PAGE>
       NYSDOH Guidelines for the Provision of Emergency Care and Services

Definition of an "Emergency Medical Condition"

     The term "Emergency Medical Condition" means a medical or behavioral
     condition, the onset of which is sudden, that manifests itself by symptoms
     of sufficient severity, including severe pain, that a prudent layperson,
     possessing an average knowledge of medicine and health, could reasonably
     expect the absence of immediate medical attention to result in:

     i.   Placing the health of the person afflicted with such condition in
          serious jeopardy or, in the case of a behavioral condition, placing
          the health of the person or others in serious jeopardy; or

     ii.  serious impairment to such person's bodily functions; or

     iii. serious dysfunction of any bodily organ or part of such person; or

     iv.  serious disfigurement of such person.

     Emergency Medical Services include health care procedures, treatments or
     services, including psychiatric stabilization and medical detoxification
     from drugs or alcohol, that are provided for an emergency medical
     condition.

PROTOCOLS FOR NOTIFICATION/AUTHORIZATION

     Preauthorization for treatment of an Emergency Medical Condition is never
     required.

     In circumstances where notification of arrival in the emergency department
     (ED) is requested by the managed care organization following the assessment
     and stabilization of the Enrollee, the notification process for the
     participating ED should require no More than one (1) phone call (or fax),
     and include a limited amount of standard clinical and demographic
     information.

     Failure by the participating ED to notify the MCO for visits that do not
     meet the definition of an Emergency Medical Condition should not be the
     sole basis for denial of triage fee or other payment - unless it can be
     shown to be part of a pattern of non-notification by the participating ED.
     Non-participating EDs cannot be denied payment on the basis of
     NON-NOTIFICATION.

PROTOCOL FOR ACCEPTABLE TRANSFER BETWEEN FACILITIES

     All relevant COBRA requirements must be met.


                                     FHPLUS
                                   APPENDIX G
                                 OCTOBER 1, 2001
                                       G-2
<PAGE>
     MCOs must provide for an appropriate (as determined by the ED physician)
     transfer method/level with personnel as needed.

     MCOs must contact/arrange for an available, accepting physician and patient
     bed at the receiving institution.

     If a patient is not transferred within eight (8) hours to an appropriate
     inpatient setting, after the decision to admit has been made, then
     admission at the original facility is deemed authorized.

PROTOCOLS FOR DISPOSITION

     If, pursuant to a screening evaluation, ED staff determines that a patient
     requires further services (other than emergency medical services), the MCO
     will have two (2) hours to respond to a call from the ED with the
     appropriate person to discuss the case. If such response is longer than two
     (2) hours, that admission or treatment is deemed "authorized" for purposes
     of payment.

     In the event that the MCO/provider suggests a level of care for a specific
     patient deemed inappropriate by the attending physician in the ED, and no
     agreement as to disposition can be reached, a physician from the plan must
     physically come to the ED and evaluate/take responsibility for this
     patient.

TRIAGE FEES

     For emergency room services that do not meet the definition of Emergency
     Medical Condition, the MCO shall pay the hospital a triage fee of $40.00 in
     the absence of a negotiated rate.

     Payment of the triage fee is contingent on reasonable notification efforts
     by a participating hospital to the health plan and/or patient's primary
     care provider, so that appropriate follow-up can occur.


                                     FHPLUS
                                   APPENDIX G
                                 OCTOBER 1, 2001
                                       G-3
<PAGE>
                                   APPENDIX H

             NEW YORK STATE DEPARTMENT OF HEALTH GUIDELINES FOR THE
                  PROCESSING OF ENROLLMENTS AND DISENROLLMENTS
                       FOR THE FAMILY HEALTH PLUS PROGRAM


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                       H-1
<PAGE>
                                   APPENDIX H

                                 SDOH GUIDELINES

              FOR THE PROCESSING OF ENROLLMENTS AND DISENROLLMENTS

                             FOR THE FHPLUS PROGRAM

This appendix is intended to provide general guidelines to MCOs for the
processing of enrollments and disenrollments. Where an enrollment broker exists,
the enrollment broker may be responsible for some or all of LDSS
responsibilities. To allow LDSSs flexibility in developing processes that will
meet their needs, SDOH may require MCOs to follow local district modifications
to specific timeframes and procedures.

A.   ENROLLMENT SDOH

RESPONSIBILITIES:

1.   The SDOH is responsible for monitoring enrollment activities, including
     facilitated enrollment, and providing technical assistance to LDSSs and
     MCOs to ensure compliance with the State's policies and procedures.

2.   SDOH reviews and approves proposed enrollment materials prior to MCOs
     publishing and disseminating or otherwise using the materials.

LD,3 RESPONSIBILITIES:

LDSSs are responsible for FHPlus eligibility determinations and the enrollment
of eligible persons into FHPlus MCOs.

1.   LDSSs are responsible for coordinating the FHPlus application and
     enrollment process with SDOH-approved Enrollment Facilitators consistent
     with SDOH Administration Directives on Family Health Plus and Facilitated
     Enrollment. Such coordination shall include, but not be limited to:

               i)   working with SDOH-approved Enrollment Facilitators to
                    develop/amend protocols for the receipt and processing of
                    applications and for the provision of information on managed
                    care options to potential Enrollees.

               ii)  providing information to SDOH-approved Enrollment
                    Facilitators to assist in determining a health care
                    provider's participation in Medicaid managed care or FHPlus.

               iii) accepting Medicaid managed care/FHPlus enrollment forms from
                    SDOH-approved Enrollment Facilitators and pending the
                    enrollment until eligibility has been established and
                    enrollment can be completed in the PCP Subsystem.


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                       H-2
<PAGE>
               iv)  providing feedback to SDOH-approved Enrollment Facilitators
                    on incomplete or incorrect applications so that problems may
                    be addressed in a timely fashion.

               v)   delegating the Medicaid/FHPlus face-to-face interview with
                    the applying individual/families to the Enrollment
                    Facilitators or establish procedures that allow the
                    facilitator to act as the authorized representative for the
                    applicant, for the purposes of a face-to-face interview with
                    local district staff.

2.   LDSSs are responsible for ensuring that pre-enrollment information provided
     to individuals eligible for FHPlus is consistent with Social Services Law,
     Section 369-ee and may train persons providing counseling to potential
     Enrollees, including SDOH-approved Enrollment Facilitators.

3.   LDSSs must ensure that potential Enrollees are informed of the availability
     of FHPlus MCOs and the scope of services covered by each.

4.   LDSSs must ensure that potential Enrollees are informed of the right to
     confidential face-to-face counseling and will make confidential
     face-to-face sessions available upon request.

5.   LDSSs shall ensure that potential Enrollees are advised, in written
     materials related to enrollment, to verify with the medical services
     providers they prefer, or have an existing relationship with, that such
     medical services providers participate in the selected managed care plan's
     provider network and are available to serve the participant.

6.   For enrollments made during face-to-face counseling, if the potential
     Enrollee has a preference for particular medical services providers, LDSSs
     shall ensure that enrollment counselors verify with the medical services
     providers that such medical services providers whom the potential Enrollee
     prefers participate in the MCO's network and are available to serve the
     participant.

7.   LDSSs will approve the Contractor's phone enrollment process, if
     applicable.

8.   LDSSs will determine the status of enrollment applications. Applications
     will be enrolled, pended or denied.

9.   LDSSs enter individual enrollment form data and transmit that data to the
     State's Prepaid Capitation Plan (PCP) Subsystem. The transfer of enrollment
     information may be accomplished by any of the following:

               i)   LDSS directly enters data into PCP Subsystem; or

               ii)  LDSS or Contractor submits a tape to the State, to be edited
                    and entered into PCP Subsystem; or


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                       H-3
<PAGE>
               iii) LDSS electronically transfers data, via a dedicated line or
                    Electronic Medicaid Eligibility Verification System (EMEVS)
                    to the PCP Subsystem.

10.  LDSSs are required to send SDOH-prescribed notices to applicants or
     Enrollees, which may include but are not limited to the following:

               i)   Notice of Acceptance: This letter informs the applicant of
                    approval of eligibility for FHPlus and the name of the MCO
                    selected by the applicant.

               ii)  Enrollment Confirmation Notice: This letter indicates the
                    Effective Date of Enrollment, the name of the FHPlus MCO and
                    all individuals who are being enrolled.

               iii) Notice of Denial of Enrollment: This letter is used when an
                    individual has been determined by LDSS to be ineligible for
                    enrollment into, FHPlus and it includes notice of fair
                    hearing rights.

MCO Responsibilities:

1.   In those instances in which the Contractor is directly involved in
     assisting in enrolling Eligible Persons, the Contractor will submit to
     LDSSs, enrollments along with attestations (if applicable) within a maximum
     of five (5) business days from the day the complete enrollment application
     is received by the Contractor (unless otherwise agreed to by SDOH and
     LDSS).

2.   The Contractor must notify new Enrollees of their Effective Date of
     Enrollment.

3.   The Contractor must report any changes in status for its enrolled members
     to LDSSs within five (5) business days of such information becoming known
     to the Contractor.

4.   The Contractor shall advise potential Enrollees, in written materials
     related to enrollment, to verify with the medical services providers they
     prefer, or have an existing relationship with, that such medical services
     providers participate in the MCO's network and are available to serve the
     participant.

B.   NEWBORN ENROLLMENTS:

If the Contractor is also a Medicaid MCO, the Contractor agrees to enroll and
provide coverage for eligible newborn children of FHPlus Enrollees effective
from the time of birth.

SDOH RESPONSIBILITIES:

1.   The SDOH will update WMS with information on the newborn received from
     hospitals, consistent with the requirements of Section 366-g of the Social
     Services Law as amended by Chapter 412 of the Laws of 1999.

LDSS Responsibilities:


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                       H-4
<PAGE>
1.   Grant Medicaid eligibility for newborns for one (1) year if born to a woman
     eligible for and receiving FHPlus on the date of birth. (Social Services
     Law Section 366 (4) (1))

2.   LDSSs must insure that Medicaid coverage is authorized for the unborn child
     as soon as a pregnancy is medically verified.

3.   In the event that an LDSS learns of an Enrollee's pregnancy prior to the
     Contractor, the LDSS is to establish Medicaid eligibility and enroll the
     unborn in the plan of the pregnant woman if that plan participates in
     Medicaid managed care. If the plan does not participate in Medicaid managed
     care, the pregnant woman will be asked to select a Medicaid managed care
     plan for the unborn. If Medicaid managed care is unavailable in the
     district, or is not chosen by the mother, the newborn will be eligible for
     Medicaid fee-for-service coverage, and such information will be entered on
     the WMS.

4.   Upon notification of the birth by the Contractor, Enrollee or hospital, the
     LDSS will update WMS with the demographic data for the newborn. If the MCO
     participates in Medicaid and enrollment has not already taken place, LDSSs
     will enroll the newborn in the mother's plan. The PCP subsystem will
     automatically be updated and the newborn will appear as Medicaid eligible
     on the next month's Roster after the update to WMS. In districts where
     Medicaid managed care is unavailable or is not chosen by the mother, the
     newborn will be eligible for Medicaid fee-for-service coverage.

5.   When an unborn has not been pre-enrolled with the Contractor, LDSSs, upon
     receiving notification of the birth from the Contractor, Enrollee or
     hospital, must retroactively enroll the newborn back to the first (1st) day
     of the month of birth, if the mother was enrolled at that time, provided
     the plan also participates in Medicaid. If not, the newborn will be covered
     by fee-for service Medicaid until such time as the mother selects a plan,
     if available and appropriate.

6.   Where newborns will be enrolled in the mother's MCO, LDSSs must ensure that
     the mother is informed that the effective date of enrollment will be the
     first day of the MONTH OF BIRTH.

7.   LDSSs may develop a transmittal form to be used for unborn/newborn
     notification between the Contractor and the LDSS.

MCO RESPONSIBILITIES:

1.   The Contractor must notify the LDSS in writing of any Enrollee that is
     pregnant within thirty (30) days of knowledge of the pregnancy.
     Notifications should be transmitted to the LDSS at least monthly. The
     notifications should contain the pregnant woman's name, Client
     Identification Number (CIN), and the Expected Date of Confinement (EDC).


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                       H-5
<PAGE>
2.   Upon the newborn's birth, the Contractor must send verification of infant's
     demographic data to the LDSS, within five (5) days after knowledge of the
     birth. The demographic data must include: the mother's name and CIN, the
     newborn's name and CIN (if newborn has a CIN), sex and the date of birth.

3.   In districts that use an Enrollment Broker, the Contractor shall not submit
     electronic enrollments of newborns to the Enrollment Broker, as this will
     interfere with the retroactive enrollment of the newborn back to the first
     (1st) day of the month of birth. For newborns whose mothers are not
     enrolled in the Contractor's plan, the Contractor may submit an electronic
     enrollment of the newborn to the Enrollment Broker.

4.   MCOs that participate in Medicaid managed care will follow the Enrollment
     Guidelines as outlined in Appendix H of the Medicaid managed care model
     contract.

C.   ROSTER RECONCILIATION:

All enrollments are effective the first of the month.

SDOH RESPONSIBILITIES:

1.   The SDOH maintains both the PCP subsystem enrollment files and the WMS
     eligibility files, using data input by LDSSs. SDOH uses data contained in
     both these files to generate the Roster.

2.   SDOH shall send each MCO and LDSS monthly (according to a schedule
     established by SDOH), a complete list of all Enrollees for which the
     Contractor is expected to assume medical risk beginning on the 1st of the
     following month (First Monthly Roster). Notification to MCOs and LDSSs can
     be accomplished via paper transmission, magnetic media, or via an
     electronic bulletin board.

3.   The SDOH shall also forward an error report as necessary to each MCO and
     LDSS.

4.   On the first (1st) weekend after the first (1st) day of the month following
     the generation of the first (1st) Roster, SDOH shall send MCOs and LDSSs a
     second Roster which contains any additional Enrollees that an LDSS has
     added for enrollment for the current month. The SDOH will also include any
     additions to the error report that have occurred since the initial error
     report was generated.

LDSS RESPONSIBILITIES:

1)   LDSSs must notify the Contractor in writing of changes in the Roster and
     error report, no later than the end of the month. (To the extent
     practicable the date specified must allow for timely notice to Enrollees
     regarding their enrollment status.). MCOs and the LDSS may develop
     protocols for the purpose of resolving Roster discrepancies that remain
     unresolved beyond the end of the month.


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                       H-6
<PAGE>
2)   Enrollment and eligibility issues are reconciled by the LDSS to the extent
     possible, adjusting the PCP subsystem enrollment and WMS eligibility files,
     if appropriate.

MCO RESPONSIBILITIES:

1)   The Contractor is at risk for providing Benefit Package services for those
     Enrollees listed on the 1st and 2nd rosters for the month in which the 2nd
     Roster is generated.

2)   The Contractor must submit claims to the State's Fiscal Agent for all
     Eligible Persons that are on the 1st and 2nd a Rosters, adjusted to
     add; Eligible Persons enrolled by the LDSS after Roster production and to
     remove individuals disenrolled by LDSS after Roster production (as notified
     to the Contractor). In the cases of retroactive disenrollments, the
     Contractor is responsible for submitting an adjustment to void any
     previously paid premiums for the period of retroactive disenrollment, where
     the Contractor was not at risk for the provision of Benefit Package
     services. Mere payment of subcapitation does not constitute "provision of
     Benefit Package services."

D.   DISENROLLMENT:

SDOH RESPONSIBILITIES:

1.   LDSSs may delegate to SDOH the responsibility for the review and approval
     of a MCO-initiated request to disenroll an Enrollee. The SDOH will be
     responsible for notification of the Enrollee of the status of the MCO
     request and if appropriate the right to request a fair hearing.

LDSS RESPONSIBILITIES:

1.   The LDSS will accept requests for disenrollment directly from Enrollees and
     may not require Enrollees to approach the MCO for a disenrollment form
     LDSSs must utilize the State's Disenrollment form.

2.   Enrollees may initiate a request for an expedited disenrollment to LDSSs or
     the SDOH. LDSSs will expedite the disenrollment process in those cases
     where an Enrollee's request for disenrollment involves an urgent medical
     need, or a complaint of non-consensual enrollment. If approved, the LDSS
     will manually process the disenrollment through the PCP Subsystem.

3.   LDSSs will process routine disenrollment requests to take effect on the
     first (1st) day of the following month if the request is made before the
     fifteenth (15th) day of the month. In no event shall the Effective Date of
     Disenrollment be later than the first (1st) day of the second month after
     the month in which an Enrollee requests a disenrollment.


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                       H-7
<PAGE>
4.   LDSSs will disenroll Enrollees automatically upon death or loss of FHPlus
     eligibility (subject to any remaining applicable "six months guaranteed
     eligibility" coverage). All such disenrollments will be effective at the
     end of the month in which the death or loss of eligibility occurs. However,
     if a FHPlus Enrollee gains full Medicaid eligibility and FHPlus Plan is
     also a Medicaid managed care plan, the LDSS will enroll the individual in
     the Medicaid Managed Care product of the FHPlus plan, unless the individual
     indicates in writing that he/she wishes to enroll in another Medicaid
     managed care plan or receive coverage through Medicaid fee-for-service.

5.   LDSSs will promptly disenroll Enrollees who request disenrollment during
     their Initial Enrollment Period upon determination that they meet good
     cause criteria as defined by SDOH. The LDSS will provide Enrollees with
     notice of their right to request a fair hearing if their disenrollment
     request is denied. LDSSs will transfer Eligible persons to another FHPlus
     plan, if one is available, upon a determination that good cause criteria
     for disenrollment during the Initial Enrollment period are met.

6.   Retroactive disenrollments are to be used only when absolutely necessary.
     Circumstances warranting a retroactive disenrollment are rare and include
     when an Enrollee is later determined to have entered and stayed in a
     residential institution; to have been incarcerated; to have moved out of
     the County of fiscal responsibility subject to any time remaining in the
     Enrollee's guaranteed eligibility period; or to have, died as long as the
     Contractor was not at risk for provision of Benefit Package services for
     any portion of the retroactive period. LDSSs must notify the Contractor of
     a retroactive disenrollment prior to the action. LDSSs must find out if the
     Contractor. has made payments to providers on behalf of the Enrollee prior
     to disenrollment. After this information is obtained, LDSSs and the
     Contractor will agree on a retroactive disenrollment or prospective
     disenrollment date.

          a)   Generally the effective dates of retroactive disenrollment for
               specific circumstances are described below:

<TABLE>
<CAPTION>
REASON FOR DISENROLLMENT                EFFECTIVE DATE OF DISENROLLMENT
-------------------------------------   ----------------------------------------
<S>                                     <C>
-    Death of Enrollee                  -    First day of the month after death

-    Enrollee entered or stayed in a    -    First day of the month following
     residential institution                 entry or first day of the month
                                             following classification of the
                                             stay as permanent, SUBSEQUENT TO
                                             ENTRY

-    Incarceration                      -    First day of the month following
                                             entry

-    Move by Enrollee outside of        -    First day of the month after the
     District/County of Fiscal               update of the system with the new
     Responsibility                          address
</TABLE>


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                       H-8
<PAGE>
               In all cases of retroactive disenrollment, including
               disenrollments effective the first day of the current month, the
               local district must notice the Contractor at the time of
               disenrollment, of the Contractor's responsibility to submit to
               the SDOH's Fiscal Agent voided premium claims for any full months
               of retroactive disenrollment where the Contractor was not at risk
               for the provision of Benefit Package services during the month.
               However, failure by the LDSS to so notify the Contractor does not
               affect the right of the SDOH to recover the premium payment as
               authorized by Section 3.6 of this Agreement.

7.   LDSSs are responsible for informing Enrollees of their right to change MCOs
     including any applicable Initial Enrollment Period restrictions.

8.   LDSSs are responsible for sending SDOH-prescribed notices to Enrollees
     regarding their enrollment status. Where practicable, the process will
     allow for timely notification to Enrollees unless there is "good cause" to
     disenroll more expeditiously. Such notices may include, but are not limited
     to:

          a)   Notice of Disenrollment: This letter will advise the Enrollee of
               the status of an Enrollee initiated (voluntary) disenrollment for
               "good cause", or of an LDSS or Contractor initiated (involuntary)
               disenrollment, including the effective date of disenrollment.

          b)   When LDSSs deny an Enrollee's request for disenrollment for "good
               cause" pursuant to Section 8 of the Agreement; LDSSs must inform
               the Enrollee in writing explaining the reason for the denial,
               stating the facts upon which the denial is based, citing the
               statutory and regulatory authority and advising the Enrollee of
               his/her right to a fair hearing pursuant to 18NYCRR Part 358.

          c)   End of Initial Enrollment Period Notice: Enrollees must be
               notified sixty (60) days before the end of their Initial
               Enrollment Period.

          d)   End of FHPlus Coverage: These notices will advise the Enrollee
               that their FHPlus coverage is ending and contain pertinent
               information regarding fair hearing rights.

9.   LDSSs or the SDOH will render a decision within thirty (30) days of the
     receipt of a fully documented request for disenrollment. A final written
     determination will be provided to the Enrollee and the Contractor by LDSSs
     or the SDOH. This will include notification to the Enrollee of their right
     to request a fair hearing.

10.  In those instances where LDSSs and/or the SDOH approve the Contractor's
     request to disenroll an Enrollee, and the Enrollee requests a fair hearing,
     the Contractor will continue to keep the Enrollee in the plan. until the
     disposition of the fair hearing, when Aid to Continue is allowed by law.


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                       H-9
<PAGE>
11.  LDSSs and/or the SDOH will review each Contractor requested disenrollment
     in accordance with protocols established by SDOH in conjunction with the
     applicable oversight agency. Where applicable, LDSSs and/or the SDOH, shall
     consult with local mental health and substance abuse authorities in the
     county when making the determination to approve or disapprove the request.

12.  LDSSs may establish procedures whereby MCOs refer cases which are
     appropriate for an LDSS initiated disenrollment, and submit supporting
     documentation to the LDSS. The Contractor shall notify the LDSS when it
     learns that its Enrollees have died, moved, been incarcerated, or are in
     receipt of equivalent insurance coverage.

13.  After LDSSs receive and, if appropriate, approve a request for
     disenrollment either from the Enrollee or the Contractor, LDSSs will update
     the PCP subsystem file with an end date. EMEVS and the Fiscal Agent are
     then updated and the Enrollee is removed from the Contractor's Roster.

MCO RESPONSIBILITIES:

1.   In those instances where the Contractor directly receives disenrollment
     forms, the Contractor will forward these disenrollment requests to LDSSs
     for processing within five (5) business days. During pulldown week these
     forms may be faxed to the LDSS, followed by transmission of a hard copy.

2.   The Contractor must accept and transmit all requests for voluntary
     disenrollments from its Enrollees to the LDSS, and shall not impose any
     barriers to disenrollment requests. The Contractor may require that a
     disenrollment request be in writing, contain the signature of the Enrollee,
     and state the Enrollee's correct MCO or Client Identification number.

3.   To initiate an involuntary disenrollment of an Enrollee, the Contractor
     must where applicable:

          a)   Show evidence of professional evaluation ruling out an underlying
               medical condition, alcohol or substance abuse, mental illness,
               mental retardation or other developmental disability as a cause
               for Enrollee behavior.

          b)   Document difficulty encountered with the Enrollee; nature, extent
               and frequency of abusive or harmful behavior, violence, inability
               to treat or engage Enrollee and outreach efforts to Enrollee
               employed.

          c)   Identify and document unique cultural issues that may be
               affecting the Contractor's ability to provide treatment
               effectively to certain Enrollees as well as the appropriateness
               of providers in the network.


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                      H-10
<PAGE>
          d)   Document special training offered to providers to improve their
               ability to deal with difficult, non-compliant patients, or those
               having the above mentioned conditions.

4.   The Contractor, once the actions in # 3 above have been taken, will provide
     prior verbal and written notice to the Enrollee, with a copy to the LDSS or
     the SDOH of its intent to request disenrollment. The notice will advise the
     Enrollee that the request has been forwarded to the LDSS or the SDOH for
     review and approval. The notice must include the mailing address and
     telephone number of the LDSS or the SDOH.

5.   The Contractor will not consider an Enrollee diseliroiled without
     confirmation from the LDSS or the Roster (as described in Section C of this
     Appendix).

E. EXPEDITED DISENROLLMENTS

     Enrollees may request an expedited disenrollment if they have an urgent
medical need to disenroll or if they were non-consensually enrolled in FHPlus.
Enrollees may request expedited disenrollment by LDSSs or SDOH as stated in
Section 8.4 (b) of this Agreement.

LDSS RESPONSIBILITIES:

          1.   LDSSs, to the extent possible, will process an expedited
               disenrollment within - two business days of its determination
               that an expedited disenrollment is warranted. The effective date
               of disenrollments resulting from expedited processing are as
               follows:

<TABLE>
<CAPTION>
 REASON FOR DISENROLLMENT              EFFECTIVE DATE OF DISENROLLMENT
 ------------------------              -------------------------------
<S>                         <C>
Urgent medical need         -    First day of the next month after determination
                                 except where medical need requires an earlier
                                 disenrollment.

Non-consensual enrollment   -    Retroactive to the first day of the month of
                                 enrollment, if determined to be in the best
                                 interest of the Enrollee.
</TABLE>


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                      H-11
<PAGE>
F. LDSS SPECIFIC PROCEDURES

The SDOH may require the Contractor to comply with local district specific
procedures for enrollment and disenrollment.


                                     FHPLUS
                                   APPENDIX H
                                 OCTOBER 1, 2001
                                      H-12
<PAGE>
                                   APPENDIX I

                       New York State Department of Health

                   Guidelines for the Use of Medical Residents

                        in the Family Health Plus Program


                                     FHPLUS
                                   APPENDIX I
                                 OCTOBER 1, 2001
                                       I-1
<PAGE>
                                   APPENDIX I

Medical Residents

          (a)  Medical Residents as Primary Care Providers. MCOs may utilize
               medical residents as participants (but not designated as 'Primary
               Care Providers') in the care of Enrollees as long as all of the
               following conditions are met:

               1)   Residents are a part of patient care teams headed by fully
                    licensed and MCO credentialed attending physicians serving
                    patients in one or more training sites in an "up weighted"
                    or "designated priority" residency program. Residents in a
                    training program which was disapproved as a designated
                    priority program solely due to the outcome measurement
                    requirement for graduates may be eligible to participate in
                    such patient care teams.

               2)   Only the attending physicians and certified nurse
                    practitioners on the training team, not residents, may be
                    credentialed to the MCO and may be empanelled with
                    Enrollees. Enrollees must be assigned an attending physician
                    or nurse practitioner to act as their PCP, though residents
                    on the team may perform all or many of the visits to the
                    Enrollee as long as the majority of these visits are under
                    the direct supervision of the Enrollee's designated PCP
                    Enrollees have the right to request care by their PCP in
                    addition or instead of being seen by a resident.

               3)   Residents may work with attending physicians and certified
                    nurse practitioners to provide continuity of care to
                    patients under the supervision of the patient's PCP.
                    Patients must be made aware of the resident/attending
                    relationship and be informed of their rights to be cared for
                    directly by their PCP.

               4)   Residents eligible to be involved in a continuity
                    relationship with patients must be available at least 20% of
                    the total training time in the continuity of care setting
                    and no less than 10% of training time in any training year
                    must be in the continuity of care setting and no fewer than
                    nine (9) months a year must be spent in the continuity of
                    care setting.

               5)   Residents meeting these criteria provide increased capacity
                    for enrollment to their team according to the following
                    formula:

                                 <TABLE>
                                 <S>     <C>
                                 PGY-1   300 per FTE
                                 PGY-2   750 per FTE
                                 PGY-3   1125 per FTE
                                 PGY-4   1500 per FTE
                                 </TABLE>


                                     FHPLUS
                                   APPENDIX I
                                 OCTOBER 1, 2001
                                       I-2
<PAGE>
                    Only hours spent routinely scheduled for patient care in the
                    continuity of care training site may count as providing
                    capacity and are based on 1.0 FTE=40 hours.

               6)   In order for a resident to provide continuity of care to an
                    Enrollee, both the resident and the attending PCP must have
                    regular hours in the continuity site and must be scheduled
                    to be in the site together the majority of the time.

               7)   A preceptor/attending is required to be present a minimum of
                    sixteen (16) hours of combined precepting and direct patient
                    care in the primary care setting to be counted as a team
                    supervising PCP and accept an increased number of Enrollees
                    based upon the residents working on his/her team. Time spent
                    in patient care activities at other clinical sites or in
                    other activities off-site is not counted towards this
                    requirement.

               8)   A sixteen (16) hour per week attending may have no more than
                    four (4) residents on their team. Attendings spending
                    twenty-four (24) hours per week in patient care/supervisory
                    activity at the continuity site could have six (6) residents
                    per team. Attendings spending thirty-two (32) hours per week
                    could have eight (8) residents on their team. Two (2) or
                    more attendings may join together to form a larger team as
                    long as the ratio of attending to residents does not exceed
                    1:4 and all attendings comply with the sixteen (16) hour
                    minimum.

               9)   Specialty consults must be performed or directly supervised
                    by a MCO credentialed specialist. The specialist may be
                    assisted by a resident or fellow.

               10)  Responsibility for the care of the Enrollee remains with the
                    attending physician. All attending/resident teams must
                    provide adequate continuity of care, twenty-four (24) hour
                    a day, seven (7) day a week coverage, and appointment and
                    availability access.

               11)  Residents who do not qualify to act as continuity providers
                    as part of an attending/resident team may still participate
                    in the episodic care of Enrollees as long as that care is
                    under the supervision of an attending physician credentialed
                    to a MCO. Such residents would not add to the capacity of
                    that attending to empanel Enrollees, however.

               12)  Certified nurse practitioners and registered physician's
                    assistants may not act as attending preceptors for resident
                    physicians.


                                     FHPLUS
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                                       I-3
<PAGE>
          (b)  Medical Residents as Specialty Care Providers

               (1)  Residents may participate in the specialty care of FHPlus
                    managed care patients in all settings supervised by fully
                    licensed and MCO/PHSP credentialed speciality attending
                    physicians.

               (2)  Only the attending physicians, not residents or fellows, may
                    be credentialed by the MCO. Each attending must be
                    credentialed by each MCO with which they will participate.
                    Residents may perform all or many of the clinical services
                    for the Enrollee as long as these clinical services are
                    under the supervision of an appropriately credentialed
                    specialty physician. Even when residents are credentialed by
                    their program in particular procedures, certifying their
                    competence to perform and teach those procedures, the
                    overall care of each Enrollee remains the responsibility of
                    the supervising MCO-credentialed attending.

               (3)  It is understood that many Enrollees will identify the
                    resident as their specialty provider but the responsibility
                    for all clinical decision-making remains with the attending
                    physician of record.

               (4)  Enrollees must be given the name of the responsible
                    attending physician in writing and be told how they may
                    contact their attending physician or covering physician, if
                    needed. This allows Enrollees to assist in the communication
                    between their primary care provider and specialty attending
                    and enables them to reach the specialty attending if an
                    emergency arises in the course of their care. Enrollees must
                    be made aware of the resident/attending relationship and
                    must have a right to be cared for directly by the
                    responsible attending physician, if requested.

               (5)  Enrollees requiring ongoing specialty care must be cared for
                    in a continuity of care setting. This requires the ability
                    to make follow-up appointments with a particular
                    resident/attending physician, or if that provider team is
                    not available, with a member of the, provider's coverage
                    group in order to insure ongoing responsibility for the
                    patient by his/her MCO credentialed specialist. The
                    responsible specialist and his/her specialty coverage group
                    must be identifiable to the patient as well as to the
                    referring primary care provider.

               (6)  Attending specialists must be available for emergency
                    consultation and care during non-clinic hours. Emergency
                    coverage may be provided by residents under adequate
                    supervision. The attending or a member of the attending's
                    coverage group must be available for telephone and/or
                    in-person consultation when, necessary.


                                     FHPLUS
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                                       I-4
<PAGE>
               (7)  All training programs participating in FHPlus managed care
                    must be accredited by the appropriate academic accrediting
                    agency.

               (8)  All sites in which residents train must produce legible
                    (preferably typewritten) consultation reports. Reports must
                    be transmitted such they are received in a time frame
                    consistent with the clinical condition of the patient, the
                    urgency of the problem and the need for follow-up by the
                    primary care physician. At a minimum, reports should be
                    transmitted so that they are received no later than two (2)
                    weeks from the date of the specialty visit.

               (9)  Written reports are required at the time of initial
                    consultation and again with the receipt of all major
                    significant diagnostic information or changes in therapy. In
                    addition, specialists must promptly report to the referring
                    primary care physician any significant findings or urgent
                    changes in therapy which result from the specialty
                    consultation.

          All training sites must deliver the same standard of care to all
          patients irrespective of payer. Training sites must integrate the care
          of Medicaid, FHPlus uninsured and private patients in the same
          settings.


                                     FHPLUS
                                   APPENDIX I
                                 OCTOBER 1, 2001
                                       I-5
<PAGE>
                                   APPENDIX J

                       New York State Department Of Health
                                 Guidelines FOR
                               Family Health Plus
                               Compliance with The
                         Americans with Disabilities Act


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                                       J-1
<PAGE>
1    OBJECTIVES

     Title II of the Americans With Disabilities Act (ADA) and Section 504 of
the Rehabilitation Act of 1973 (Section 504) provides that no qualified
individual with a disability shall, by reason of such disability, be excluded
from participation in or denied access to the benefits of services, programs or
activities of a public entity, or be subject to discrimination by such an
entity. Public entities include State and local government and ADA and Section
504 requirements extend to all programs and services provided by State and local
government. Since FHPlus is a government program, health services provided
through FHPlus Managed Care must be accessible to all that qualify for the
program.

     MCO responsibilities for compliance with the ADA are imposed under Title II
and Section 504 when, as a contractor in a FHPlus program, an MCO is providing a
government service. If an individual provider under contract with the MCO is not
accessible, it is the responsibility of the MCO to make arrangements to assure
that alternative services are provided. The MCO may determine it is expedient to
make arrangements with other providers, or to describe reasonable alternative
means and methods to make these services accessible through its existing
contractors. The goals of compliance with ADA Title II requirements are to offer
a level of services that allows people with disabilities access to the program
in its entirety, and the ability to achieve the same health care results as any
program participant.

     MCO responsibilities for compliance with the ADA are also imposed under
Title III when the MCO functions as a public accommodation providing services to
individuals (e.g. program areas and sites such as marketing, education, member
services, orientation, complaints and appeals). The goals of compliance with ADA
Title III requirements are to offer a level of services that allows people with
disabilities full and equal enjoyment of the goods, services, facilities or
accommodations that the entity provides for its customers, or clients. New and
altered areas and facilities must be as accessible as possible. Whenever MCOs
engage in new construction or renovation, compliance is also required with
accessible design and construction standards promulgated pursuant to the ADA as
well as State and local laws. Title III also requires that public accommodations
undertake "readily achievable barrier removal" in existing facilities where
architectural and communications barriers can be removed easily and without much
difficulty or expense.

     The State uses MCO Qualification Standards to qualify MCOs for
participation in the FHPlus Program. Pursuant to the State's responsibility to
assure program access to all FHPlus enrollees, the Plan Qualification Standards
require each MCO to submit an ADA Compliance Plan that describes in detail how
the MCO will make services, programs and activities readily accessible and
useable by individuals with disabilities. In the event that certain program
sites are not readily accessible, the MCO must describe reasonable alternative
methods for making the services or activities accessible and usable.


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                       J-2
<PAGE>
     The objectives of these guidelines are threefold:

     -    To ensure that MCOs take appropriate steps to measure access and
          assure program accessibility for persons with disabilities;

     -    To provide a framework for MCOs as they develop a plan to assure
          compliance with the Americans with Disabilities Act (ADA); and

     -    To provide standards for the review of the MCO Compliance Plans.

     These guidelines include a general standard followed by a discussion of
specific considerations and suggestions of methods for assuring compliance.
Please be advised that, although these guidelines and any subsequent reviews by
State and local governments can give the contractor guidance, it is ultimately
the contractor's obligation to ensure that it complies with its contractual
obligations, as well as with the requirements of the ADA, Section 504, and other
federal, state and local laws. Other federal, state and local statutes and
regulations also prohibit discrimination on the basis of disability and may
impose requirements in addition to those established under ADA. For example,
while the ADA covers those impairments that "substantially" limit one or more of
the major life activities of an individual, New York City Human Rights Law
deletes the modifier "substantially".

II.  DEFINITIONS

A.   "Auxiliary aids and services" may include qualified interpreters, note
     takers, computer-aided transcription services, written materials, telephone
     handset amplifiers, assistive-listening systems, telephones compatible
     with hearing aids, closed caption decoders, open and closed captioning,
     telecommunications devices for enrollees who are deaf or hard of hearing
     (TTY/TDD), video test displays, and other effective methods of making
     aurally delivered materials available to individuals with hearing
     impairments; qualified readers, taped texts, audio recordings, Braille
     materials, large print materials, or other effective methods of making
     visually delivered materials available to individuals with visual
     impairments.

B.   "Disability" means a mental or physical impairment that substantially
     limits one or more of the major life activities of an individual; a record
     of such impairment; or being regarded as having such an impairment.

III. SCOPE OF MCO COMPLIANCE PLAN

     The MCO Compliance Plan must address accessibility to services at MCO's
program sites including both participating provider sites and MCO facilities
intended for use by enrollee.

IV.  PROGRAM ACCESSIBILITY

     Public programs and services, when viewed in their entirety must be readily
accessible to and useable by individuals with disabilities. This standard
includes physical


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                       J-3
<PAGE>
access, non-discrimination in policies and procedures and communication.
Communications with individuals with disabilities are required to be as
effective as communications with others. The MCO Compliance Plan must include a
detailed description of how MCO services, programs, and activities are readily
accessible and usable by individuals with disabilities. In the event that full
physical accessibility is not readily available for people with disabilities,
the MCO Compliance Plan will describe the steps or actions the MCO will take to
assure accessibility to services equivalent to those offered at the inaccessible
facilities.

A.   PRE-ENROLLMENT MARKETING AND EDUCATION STANDARD FOR COMPLIANCE

     Marketing STAFF, activities and materials will be made available to persons
with disabilities. Marketing materials will be made available in alternative
formats (such as Braille, large print, and audiotapes) so that they are readily
usable by people with disabilities.

SUGGESTED METHODS FOR COMPLIANCE

     1.   Activities held in physically accessible location or staff at
          activities available to meet with person in an accessible location as
          necessary

     2.   Materials available in alternative formats such as Braille large print
          audio tapes

     3.   tall training which includes training and information regarding
          attitudinal barriers related to disability

     4.   Activities and fairs that include sign language interpreters or the
          distribution of a written summary of the marketing script used by MCO
          marketing representatives

     5.   Enrollee health promotion material/activities targeted specifically to
          persons with disabilities (e.g. secondary infection prevention,
          decubitus prevention, special exercise programs, etc.)

     6.   Policy statement that marketing representatives will offer to read or
          summarize to blind or vision impaired individuals any written material
          that is typically distributed to all enrollees

     7.   Staff/resources available to assist individuals with cognitive
          impairments in understanding materials

COMPLIANCE PLAN SUBMISSION

     1.   A description of methods to ensure that the MCO's marketing
          presentations (materials and communications) are accessible to persons
          with auditory, visual and cognitive impairments

     2.   A description of the MCO's policies and procedures including marketing
          training to ensure that marketing representatives neither screen
          health status nor ask questions about health status or prior health
          care services


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                       J-4
<PAGE>
B.   MEMBER SERVICES DEPARTMENT

     Member services functions include the provision to enrollees of information
necessary to make informed choices about treatment options to effectively
utilize the health care resources to assist enrollees in making appointments
and to field questions and complaints to assist enrollees with the complaint
process.

B1.  ACCESSIBILITY

     STANDARD FOR COMPLIANCE

     Member Services sites and functions will be made accessible to and usable
by people with disabilities.

     SUGGESTED METHODS FOR COMPLIANCE (include but are not limited to those
identified below):

     1.   Exterior routes of travel at least 36" wide from parking areas or
          public transportation stops into the MCO's facility

     2.   If parking is provided, spaces reserved for people with disabilities,
          pedestrian ramps at sidewalks and dropoffs

     3.   Routes of travel into the facility are stable slip-resistant with
          all steps ramped doorways with minimum 32 opening

     4.   Interior halls and passageways providing a clear and unobstructed
          path or travel at least 36 degrees wide to bathrooms and other rooms
          commonly used by enrollees

     5.   Waiting rooms, restrooms, and other rooms used by enrollees are
          accessible to people with disabilities

     6.   Sign language interpreters and other auxiliary aids and services
          provided in appropriate circumstances

     7.   Materials available in alternative formats such as Braille large
          print audio tapes

     8.   Staff training which includes sensitivity training related to
          disability issues [Resources and technical assistance are available
          through the NYS Office of Advocate for Persons with Disabilities -
          V/TTY (800) 522-4369; and the NYC Mayor's Office for People with
          Disabilities - (212) 788-2830 or TTY (212)788-2838

     9.   Availability of activities and educational materials tailored to
          specific conditions/illnesses and secondary conditions that affect
          these populations (e.g. secondary infection prevention, decubitus
          prevention, special exercise programs, etc.)

     10.  MCO staff trained in the use of telecommunication devices for
          enrollees who are deaf or hard of hearing (TTY/TDD) as well as in the
          use of NY Relay for phone communication

     11.  New enrollee orientation available in audio or by interpreter services


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                       J-5
<PAGE>
     12.  Policy that when member services staff receive calls through the NY
          Relay, they will offer to return the call utilizing a direct TTY/TDD
          connection

     COMPLIANCE PLAN SUBMISSION

     1.   A description of accessibility to the member services department or
          reasonable alternative means to access member services for enrollees
          using wheelchairs (or other mobility aids)

     2.   A description of the methods the member services department will use
          to communicate with enrollees who have visual or hearing impairments,
          including any necessary auxiliary aid/services for enrollees who are
          deaf or hard of hearing, and TTY/TDD technology or NY Relay service
          available through a toll-free telephone number

     3.   A description of the training provided to member services staff to
          assure that staff adequately understands how to implement the
          requirements of the program and of these guidelines and are sensitive
          to the needs of persons with disabilities

B2.  IDENTIFICATION OF ENROLLEES WITH DISABILITIES STANDARD FOR COMPLIANCE

     MCOs must have in place satisfactory methods/guidelines for identifying
persons at risk of, or having, chronic diseases and disabilities and determining
_______ specific needs in terms of specialist physician referrals, durable
medical equipment, medical supplies, home health services etc. MCOs may not
discriminate against a potential enrollee based on his/her current health status
or anticipated need for future health care. MCOs may not discriminate on the
basis of disability, or perceived disability of an enrollee or their family
member. Health assessment forms may not be used by MCOs prior to enrollment.
Once a MCO has been chosen, a health assessment form may be used to assess the
person's health care needs.

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Appropriate post enrollment health screening for each enrollee using
          an appropriate health screening tool

     2.   Patient profiles by condition/disease for comparative analysis to
          national norms with appropriate outreach and education

     3.   Process for follow-up of needs identified by initial screening; e.g.
          referrals, assignment of case manager, assistance with
          scheduling/keeping appointments

     4.   Enrolled population disability assessment survey

     5.   Process for enrollees who acquire a disability subsequent to
          enrollment to access appropriate services


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                       J-6
<PAGE>
     COMPLIANCE PLAN SUBMISSION

     A description of how the MCO will identify special health care, physical
access or communication needs of enrollees on a timely basis, including but not
limited to the health care needs of enrollees who:

     -    are blind or have visual impairments, including the type of auxiliary,
          aids and services required by the enrollee

     -    are deaf or hard of hearing, including the type of auxiliary aids and
          services required by the enrollee

     -    have mobility impairments, including the extent, if any, to which they
          can ambulate

     -    have other physical or mental impairments or disabilities, including
          cognitive impairments have conditions which may require more intensive
          case management

B3.  NEW ENROLLEE ORIENTATION STANDARD FOR COMPLIANCE

     Enrollees will be given information sufficient to ensure that they
understand how to access medical care through the MCO. This information will be
made accessible to and usable by people with disabilities.

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Activities held in physically accessible location, or staff at
          activities available to meet with person in an accessible location as
          necessary

     2.   Materials available in alternative formats such as Braille large print
          audio tapes

     3.   Staff training which includes sensitivity training related to
          disability issues [Resources and technical assistance are available
          through the NYS Office of Advocate for Persons with Disabilities -
          V/TTY (800) 522-4369; and the NYC Mayor's Office for People with
          Disabilities - (212) 788-2830 or TTY (212)788-2838]

     4.   Activities and fairs that include sign language interpreters or the
          distribution of a written summary of the marketing script used by MCO
          marketing representatives

     5.   Include in written/audio materials available to all enrollees
          information regarding how and where people with disabilities can
          access help in getting services for example help with making
          appointments or for arranging special transportation an interpreter
          or assistive communication devices

     6.   Staff/resources available to assist individuals with cognitive
          impairments in understanding materials


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                       J-7
<PAGE>
     1.   A description of how the MCO will advise enrollees with disabilities,
          during the new enrollee orientation on how to access care

     2.   A description of how the MCO will assist new enrollees with
          disabilities (as well as current enrollees who acquire a disability)
          in selecting or arranging an appointment with a Primary Care
          Practitioner (PCP)

          -    This should include a description of how the MCO will assure and
               provide notice to enrollees who are deaf or hard of hearing,
               blind or who have visual impairments, of their right to obtain
               necessary auxiliary aids and services during appointments and in
               scheduling appointments and follow-up treatment with
               participating providers

          -    In the event that certain provider sites are not physically
               accessible to enrollees with mobility impairments, the MCO will
               assure that reasonable alternative site and services are
               available

     3.   A description of how the MCO will determine the specific needs of an
          enrollee with or at risk of having a disability/chronic disease, in
          terms of specialist physician referrals, durable medical equipment
          (including assistive technology and adaptive equipment), medical
          supplies and home health services and will assure that such
          contractual services are provided

     4.   A description of how the MCO will identify if an enrollee with a
          disability requires on-going mental health services and how the MCO
          will encourage early entry into treatment

     5.   A description of how the MCO will notify enrollees with disabilities
          as to how to access transportation, where applicable

B4.  COMPLAINTS AND APPEALS STANDARD FOR COMPLIANCE

          The MCO will establish and maintain a procedure to protect the rights
     and interests of both enrollees and MCO's by receiving, processing, and
     resolving grievances and complaints in an expeditious manner, with the goal
     of ensuring resolution of complaints and access to appropriate services as
     rapidly as possible.

          All enrollees must be informed about the complaint process within
     their MCO and the procedure for filing complaints. This information will be
     made available through the member handbook, SDOH toll-free complaint line
     [1-(800) 206-8125] and the MCO's complaint process annually, as well as
     when the MCO denies a benefit or referral. The MCO will inform enrollees of
     the MCO's complaint procedure; enrollees right to contact the local
     district or SDOH with a complaint, and to file an appeal or request a fair
     hearing; the right to appoint a designee to handle a complaint or appeal;
     the toll free complaint line. The MCO will maintain designated staff to
     take and process complaints, and be responsible for assisting enrollees in
     complaint resolution.


                                     FHPLUS
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<PAGE>
     COMPLIANCE PLAN SUBMISSION

          The MCO will make all information regarding the complaint process
     available to and usable by people with disabilities, and will assure that
     people with disabilities have access to sites where enrollees typically
     file complaints and requests for appeals.

     SUGGESTED METHODS FOR COMPLIANCE

     1.   800 complaint phone line with TDD/TTY capability

     2.   Staff trained in complaint process, and able to provide interpretive
          or assistive support to enrollee during the complaint process

     3.   Notification materials and complaint forms in, alternative formats for
          enrollees with visual or hearing impairments

     4.   Availability of physically accessible sites, e.g. member services
          department sites

     5.   Assistance for individuals with cognitive impairments

     COMPLIANCE PLAN SUBMISSION

     1.   A description of how the MCO's complaint and appeal procedures shall
          be accessible for persons with disabilities, including:

          -    procedures for complaints and appeals to be made in person at
               sites accessible to persons with mobility impairments

          -    procedures accessible to persons with sensory or other
               impairments who wish to make verbal complaints, and to
               communicate with such persons on an ongoing basis as to the
               status or their complaints and rights to further appeals

          -    description of methods to ensure notification material is
               available in alternative formats for enrollees with vision and
               hearing impairments

     2.   A description of how the MCO monitors complaints and grievances
          related to people with disabilities. Also, as part of the Compliance
          Plan, MCO's must submit a summary report based on the MCO's most
          recent year's complaint data.

C.   CASE MANAGEMENT STANDARD FOR COMPLIANCE

          MCOS MUST have in place adequate case management systems to identify
     the service needs of all enrollees, including enrollees with chronic
     illness and enrollees with disabilities, and ensure that medically
     necessary covered benefits are delivered on a timely basis. These systems
     must include procedures for standing referrals, specialists as PCPs; and
     referrals to specialty centers for enrollees who require specialized
     medical care over a prolonged period of time (as determined by a treatment
     plan approved by the MCO in consultation with the


                                     FHPLUS
                                   APPENDIX J
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<PAGE>
     primary care provider, the designated specialist and the enrollee or
     his/her designee), out-of-plan referrals and continuation of existing
     treatment relationships with out-of-plan providers (during transitional
     period).

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Procedures for requesting specialist physicians to function as PCP

     2.   Procedures for requesting standing referrals to specialists and/or
          specialty centers, out-of-plan referrals, and continuation of existing
          treatment relationships

     3.   Procedures to meet enrollee needs for, durable medical equipment,
          medical supplies, home visits as appropriate

     4.   Appropriately trained MCO staff to function as case managers for
          special needs populations, or sub-contract arrangements for case
          management

     5.   Procedures for informing enrollees about the availability of case
          management services

     COMPLIANCE PLAN SUBMISSION

     1.   A description of the MCO case management program for people with
          disabilities, including case management functions, procedures for
          qualifying for and being assigned a case manager, and description of
          case management staff qualifications

     2.   A description of the MCO's model protocol to enable participating
          providers, at their point of service, to identify enrollees who
          require a case manager

     3.   A description of the MCO's protocol for assignment of specialists as
          PCP, and for standing referrals to specialists and specialty centers,
          out-of-plan referrals and continuing treatment relationships

     4.   A description of the MCO's notice procedures to enrollees regarding
          the availability of case management services, specialists as PCPs,
          standing referrals to specialists and specialty centers, out-of-plan
          referrals and continuing treatment relationships

D.   PARTICIPATING PROVIDERS STANDARD FOR COMPLIANCE

     MCO networks will include all the provider types necessary to furnish the
     benefit package, to assure appropriate and timely health care to all
     enrollees, including those with chronic illness and/or disabilities.
     Physical accessibility is not limited to entry to a provider site, but-also
     includes access to services within the site, e.g. exam tables and medical
     equipment.


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                      J-10
<PAGE>
     SUGGESTED METHODS FOR COMPLIANCE

     1.   Process for the MCO to evaluate provider network to ascertain the
          degree of provider accessibility to persons with disabilities, to
          identify barriers to access and required modifications to
          policies/procedures

     2.   Model protocol to assist participating providers, at their point of
          service, to identify enrollees who require case manager, audio,
          visual, mobility aids, or other accommodations

     3.   Model protocol for determining needs of enrollees with mental
          disabilities

     4.   Use of Wheelchair Accessibility Certification Form (see attached)

     5.   Submission of map of physically accessible sites

     6.   Training for providers re compliance with Title III of ADA, e.g. site
          access requirements for door widths, wheelchair ramps, accessible
          diagnostic/treatment rooms and equipment; communication issues;
          attitudinal barriers related to disability; etc. [Resources and
          technical assistance are available through the NYS Office of Advocate
          for Persons with Disabilities -NUTTY (800) 522 4369; and the NYC
          Mayor's Office for People with Disabilities - (212) 788-2830 or TTY
          (212) 788-28381

     7.   Use of ADA Checklist for Existing Facilities and NYC Addendum to OAPD
          ADA Accessibility Checklist as guides for evaluating existing
          facilities and for new construction and/or alteration.

     COMPLIANCE PLAN SUBMISSION

     1.   A description of how the MCO will ensure that its participating
          provider network is accessible to persons with disabilities. This
          includes the following:

          -    Policies and procedures to prevent discrimination on the basis of
               disability or type of illness or condition

          -    Identification of participating provider sites which are
               accessible by people with mobility impairments, including people
               using mobility devices. If certain provider sites are not
               physically accessible to persons with disabilities, the health
               plan shall describe reasonable, alternative means that result in
               making the provider services readily accessible.

          -    Identification of participating provider sites which do not have
               access to sign language interpreters or reasonable alternative
               means to communicate with enrollees who are deaf or hard of
               hearing; and for those sites describe reasonable alternative
               methods to ensure that services will be made accessible

          -    Identification of participating providers which do not have
               adequate communication systems for enrollees who are blind or
               have VISION impairments (e.g. raised symbol and lettering or
               visual signal appliances), and for those sites describe
               reasonable alternative methods to ensure that services will be
               made accessible

     2.   A description of how the MCO's specialty network is sufficient to meet
          the needs of enrollees with disabilities

     3.   A description of methods to ensure the coordination of out-of-network
          providers to meet the needs of the enrollees with disabilities


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                      J-11
<PAGE>
          -    This may include the implementation of a referral system to
               ensure that the health care needs of enrollees with disabilities
               are met appropriately

          -    The MCO shall describe policies and procedures to allow for the
               continuation of existing relationships with out-of-network
               providers, when in the best interest of the enrollee with a
               disability

     4.   Submission of the ADA Compliance Summary Report or health plan
          statement that data submitted to SDOH on the Health Provider Network
          (HPN) files is an accurate reflection of each network's physical
          accessibility

E.   POPULATIONS WITH SPECIAL HEALTH CARE NEEDS STANDARD FOR COMPLIANCE

          MCOS WILL have SATISFACTORY methods FOR identifying persons at risk
     of, or having, chronic disabilities and determining their specific needs in
     terms of specialist physician referrals, durable medical equipment, medical
     supplies, home health services, etc. MCO's will have satisfactory systems
     for coordinating service delivery and, if necessary, procedures to allow
     continuation of existing relationships with out-of-network provider for
     course of treatment.

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Procedures for requesting standing referrals to specialists and/or
          specialty centers, specialist physicians to function as PCP,
          out-of-plan referrals, and continuation of existing relationships with
          out-of-network providers for course of treatment

     2.   Linkages with behavioral health agencies, disability and advocacy
          organizations, etc.

     3.   Adequate network of providers and sub-specialists (including pediatric
          providers and sub-specialists) and contractual relationships with
          tertiary institutions

     4.   Procedures for assuring that these populations receive appropriate
          diagnostic work-ups on a timely basis

     5.   Procedures for assuring that these populations receive appropriate
          access to durable medical equipment on a timely basis

     6.   Procedures for assuring that these populations receive appropriate
          allied health professionals (Physical, Occupational and Speech
          Therapists, Audiologists) on a timely basis

     7.   State designation as a Well Qualified Plan to serve the OMRDD
          population and look-alikes

     COMPLIANCE PLAN SUBMISSION

     1.   A description of arrangements to ensure access to specialty care
          providers and centers in and out of New York State, standing
          referrals, specialist physicians


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                      J-12
<PAGE>
                    to function as PCP, out-of-plan referrals, and continuation
                    of existing relationships (out-of-plan) for diagnosis and
                    treatment of rare disorders

               2.   A description of appropriate service delivery for children
                    with disabilities. This may include a description of methods
                    for interacting with school districts, child protective
                    service agencies, early intervention officials, behavioral
                    health, and disability and advocacy organizations.

               3.   A description of the sub-specialist network, including
                    contractual relationships with tertiary institutions to meet
                    the health care needs of people with disabilities

ADDITIONAL ADA RESPONSIBILITIES FOR PUBLIC ACCOMMODATIONS

     Please note that Title III of the ADA applies to all non-governmental
providers of health care. Title III of the Americans with Disabilities Act
prohibits discrimination on the basis of disability in the full and equal
enjoyment of goods, services, facilities, privileges, advantages or
accommodations of any place of public accommodation. A public accommodation is a
private entity that owns, leases or leases to, or operates a place of public
accommodation. Places of public accommodation identified by the ADA include, but
are not limited to, stores (including pharmacies) offices (including doctors'
offices), hospitals, health care providers, and social service centers.

     New and altered areas and facilities must be as accessible as possible.
Barriers must be removed from existing facilities when it is readily achievable,
defined by the ADA as easily accomplishable without much difficulty or expense.
Factors to be considered when determining if barrier removal is readily
achievable include the cost of the action, the financial resources of the site
involved, and, if applicable, the overall financial resources of any parent
corporation or entity. If barrier removal is not readily achievable, the ADA
requires alternate methods of making goods and services available. New
facilities must be accessible unless structurally impracticable.

     Title III also requires places of public accommodation to provide any
auxiliary aids and services that are needed to ensure equal access to the
services it offers, unless a fundamental alteration in the nature of services or
an undue burden would result. Auxiliary aids include but are not limited to
qualified sign interpreters, assistive listening systems, readers, large print
materials, etc. Undue burden is, defined as "significant difficulty or expense".
The factors to be considered in determining "undue burden" include, but are not
limited to, the nature and cost of the action required and the overall financial
resources of the provider. "Undue burden" is a higher standard than "readily
achievable" in that it requires a greater level of effort on the part of the
public accommodation.

     Please note also that the ADA is not the only law applicable for people
with disabilities in some cases, State or local laws require more than the ADA.
For example, New York City's Human Rights Law, which also prohibits
discrimination against people with disabilities, includes people whose
impairments are not as "substantial" as the narrower ADA and uses the higher
"undue burden" ("reasonable") standard where the ADA requires only that which is
"readily achievable". New York City's Building Code


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                      J-13
<PAGE>
does not permit access waivers for newly constructed facilities and requires
incorporation of access features as existing facilities are renovated. Finally,
the State Hospital code sets a higher standard than the ADA for provision of
communication (such as sign language interpreters) for services provided at most
hospitals, even on an outpatient basis.


                                     FHPLUS
                                   APPENDIX J
                                 OCTOBER 1, 2001
                                      J-14
<PAGE>
                                   APPENDIX K

                       NEW YORK STATE DEPARTMENT OF HEALTH

                               FAMILY HEALTH PLUS

                             PREPAID BENEFIT PACKAGE

                 DEFINITIONS OF COVERED AND NON-COVERED SERVICES


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                       K-1
<PAGE>
COVERED SERVICES

     The categories of services in the FHPlus Benefit Package, when listed as
covered services, shall be provided by the Contractor to Enrollees when
medically necessary under the terms of this Agreement. The definitions of
covered services are in summary form; the full description and scope of each of
the FHPlus covered services are set forth in the applicable MMIS provider
manual.

     All care provided by the Contractor, pursuant to this Agreement must be
provided, arranged, or authorized by the Contractor or its Participating
Providers with the exception of emergency services and emergency transportation,
including air ambulance.

INPATIENT HOSPITAL SERVICES

     Inpatient hospital services, shall include, except as otherwise specified,
medically necessary care, treatment, maintenance and nursing services, on an
inpatient hospital basis, up to 365 days per year (366 in leap years). MCOs
will, not be responsible for hospital stays that commence prior to the effective
enrollment date, but will be responsible for stays that commence prior to the
effective disenrollment date. Among other services, inpatient hospital services
encompass a full range of medically necessary diagnostic and therapeutic care
including medical, surgical, nursing, radiological, and rehabilitative services.
Services are provided under the direction of a physician, nurse practitioner, or
dentist, and include inpatient detoxification services provided in Article 28
hospitals for all enrollees. Inpatient dental services are also covered (see
dental definition).

INPATIENT STAY PENDING ALTERNATE LEVEL OF MEDICAL CARE

          Continued care in a hospital pending placement in an alternate lower
medical level of care, consistent with the provisions of 18 NYCRR 505.20 and 10
NYCRR, Part 85.

PROFESSIONAL AMBULATORY SERVICES

          Outpatient hospital services are provided through ambulatory care
facilities including hospital outpatient departments (OPDs), diagnostic and
treatment centers (D&Ts or free-standing clinics), and emergency rooms. These
facilities may provide those medically necessary medical, surgical, and
rehabilitative services and items authorized by their operating certificates.
Outpatient services (clinic) also include preventive, primary medical,
specialty, mental health, alcohol, Child/Teen Health Plan (C/THP) services,
ambulatory dental surgery, and family planning services provided by ambulatory
care facilities.


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                       K-2
<PAGE>
          Hospital OPDs and D&T centers may perform ordered ambulatory services.
The purpose of ordered ambulatory services is to make available to the
Participating Provider those services needed to complement the provision of
ambulatory care in his/her office Examples are diagnostic testing and radiology.

PREVENTIVE HEALTH SERVICES

          Preventive care means care and services to avert disease/illness
and/or its consequences. There are three levels of preventive care:

          -    Primary, such as immunizations, aimed at preventing disease;

          -    Secondary, such as disease screening programs aimed at early
               detection of disease; and,

          -    Tertiary, such as physical therapy, aimed at restoring function
               after the disease has occurred. Commonly, the term "preventive
               care" is used to designate prevention and early detection
               programs rather than restorative programs.

          MCOs must offer the following preventive services essential for
promoting wellness and preventing illness:

          -    General health education classes.

          -    Pneumonia and influenza immunizations for at risk populations.

          -    Smoking cessation classes, with targeted outreach for young
               adults and pregnant women.

          -    Childbirth education classes.

          -    Parenting classes covering topics such as bathing, feeding,
               injury prevention, sleeping, illness prevention, steps to follow
               in an emergency, growth and development, discipline, signs of
               illness, etc.

          -    Nutrition counseling, with targeted outreach for diabetics and
               pregnant women.

          -    Extended care coordination, as needed, for pregnant women.

          -    HIV testing and counseling.


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                       K-3
<PAGE>
LABORATORY SERVICES

          Laboratory services include medically necessary tests and procedures
ordered by a qualified medical professional and listed in the Medicaid fee
schedule for laboratory services.

          All laboratory testing sites providing services must have a permit
issued by the New York State Department of Health and a Clinical Laboratory
Improvement Act (CLIA) certificate of waiver, a Physician-Performed Microscopy
Procedures (PPMP) certificate, or a certificate of registration along with a
CLIA identification number. Those laboratories with certificates of waiver or a
PPMP certificate may perform only those specific tests permitted under the terms
of their waiver. Laboratories with certificates of registration may perform the
full range of laboratory tests for which they have been certified. Physicians
providing laboratory testing may perform only those specific limited laboratory
procedures identified in the Physician's MMIS Provider MANUAL,

RADIOLOGY SERVICES

          Radiology services include medically necessary services provided by
qualified practitioners in the provision of diagnostic radiology, diagnostic
ultrasound, nuclear medicine, radiation oncology, and magnetic resonance imaging
(MRI). These services may only be performed upon the order of a qualified
practitioner.

EARLY PERIODIC SCREENING DIAGNOSIS AND TREATMENT (EPSDT) SERVICES THROUGH THE
CHILD TEEN HEALTH PROGRAM (= HP) AND ADOLESCENT PREVENTIVE SERVICES

          Child/Teen Health Program (C/THP) is a package of early and periodic
screening, including inter-periodic screens and diagnostic and treatment
services that New York State offers all Medicaid eligible children under 21
years of age. Care and services shall be provided in accordance with the
periodicity schedule and guidelines developed by the New York State Department
of Health. The care includes necessary health care, diagnostic services,
treatment and other measures (described in Section 1905(a) of the Social
Security Act) to correct or ameliorate defects, and physical and mental
illnesses and conditions discovered by the screening services (regardless of
whether the service is otherwise included in the New York State Medicaid Plan).
The package of services includes administrative services designed to assist
families in obtaining services, including outreach, education, appointment
scheduling, administrative case management and transportation assistance.


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                       K-4
<PAGE>
HOME HEALTH SERVICES

          FHPlus will cover up to 40 home health care visits per year in lieu of
a skilled nursing facility stay or hospitalization. Home health care services
are provided to enrollees in their homes by a home health agency certified under
Article 36 of the New York State Public Health Law as a Certified Home Health
Agency (CHHA). Home health services mean the following services when prescribed
by a provider and provided to an enrollee in his or her home:

          -    Nursing services provided on a part-time or intermittent basis by
               a CHHA or, if there is no CHHA that serves the county, by a
               registered professional nurse or a licensed practical nurse
               acting under the direction of the enrollee's PCP;

          -    Physical therapy, occupational therapy, or speech pathology and
               audiology services; and

          -    Home health services provided by a person who meets the training
               requirements of SDOH, is assigned by a registered professional
               nurse to provide home health aid services in accordance with the
               enrollee's plan of care, and is supervised by a registered
               professional nurse from a CHHA, or if the plan has no, CHHA
               available, a registered nurse, or therapist.

          Personal care tasks performed by a home health aide incidental to a
CHHA visit, and pursuant to an established care plan, are covered.

          Services include care rendered directly to the individual and
instructions to his/her family or caretaker in the procedures necessary for the
patient's treatment or maintenance.

          The plan must provide up to two post-partum home visits for high-risk
mothers, as well as to women with less than a forty-eight (48) hour hospital
stay after a vaginal delivery, or less than a ninety-six (96) hour stay after a
cesarean delivery. Visits must be made by a qualified health professional
(minimum qualifications being an RN with maternal/child health background), and
the first visit must occur within forty-eight (48) hours of discharge.

EMERGENCY ROOM SERVICES

          Emergency services include health care procedures, treatments, or
services, including psychiatric stabilization and medical detoxification from
drugs or alcohol that are provided for an Emergency Medical Condition. A
medical assessment (triage) is covered for non-emergent conditions.

          Emergency room services are covered for emergency conditions, medical
or behavioral, the onset of which is sudden, manifesting itself by symptoms of
sufficient severity, including severe pain, that a prudent layperson, possessing


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                       K-5
<PAGE>
average knowledge of medicine and health, could reasonably expect the absence of
medical attention to result in:

          -    Placing the health of the person afflicted with such condition in
               serious jeopardy, or in the case of a behavioral condition
               placing the health of such person or others in serious jeopardy;

          -    Serious impairment of such person's bodily functions;

          -    Serious dysfunction of any bodily organ or part of such person;
               or

          -    Serious disfigurement of such PERSON.

VISION CARE

          Emergency, preventive and routine eye care is covered. Eye care
includes the services of optometrists and ophthalmic dispensers, and includes
eyeglasses, medically necessary contact lenses and polycarbonate lenses,
artificial eyes (stock or custom-made), low vision aids and low vision services.
Eyecare coverage includes the replacement of lost or destroyed eyeglasses. The
replacement of the complete pair of eyeglasses should duplicate the original
prescription and frames. Coverage also includes the repair or replacement of
parts in situations where the damage is the result of causes other than
defective workmanship. Replacement parts should duplicate the
original-prescription and frames. Repairs to and replacements of frames and/or
lenses must be rendered as needed.

          MCOs that allow upgrades of eyeglass frames or additional features
cannot apply the eyeglass benefit towards the cost and bill the difference to
the enrollee. However, if the MCO does not include upgraded eyeglasses or
additional features, such as scratch coating, progressive lenses, or photo-gray
lenses, the enrollee may choose to purchase the upgraded frame or feature by
paying the entire cost as a private customer.

          Examinations for diagnosis and treatment for visual defects and/or eye
disease are covered only as necessary and as required by the individual's
particular condition. Examinations that include refraction may be limited to
every two years unless otherwise justified as medically necessary.

          Eyeglasses do not require changing more frequently than every two
years unless medically indicated, such as a change in correction greater than Y2
diopter, or unless the glasses are lost, damaged, or destroyed.

          An ophthalmic dispenser fills the prescription of an optometrist or
ophthalmologist and supplies eyeglasses or other vision aids upon the order of a
qualified practitioner;


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                       K-6
<PAGE>
     Enrollees may self-refer to any participating provider of vision services
(optometrist or ophthalmologist) for refractive vision services.

DURABLE MEDICAL EQUIPMENT

     Durable medical equipment (DME) are devices and equipment ordered for the
treatment of a medical condition which can withstand repeated use for a
protracted period of time; are primarily and customarily used for medical
purposes; are generally not useful in the absence of-illness or injury; and are
usually not fitted or designed for a particular person's use unless customized
or custom-made. DME is covered when medically necessary as ordered by an MCO's
participating provider and procured from a participating provider. Coverage
includes equipment servicing, but excludes disposable medical supplies.

AUDIOLOGY, HEARING AID SERVICES AND PRODUCTS

     Hearing aid services and products are provided in compliance with Article
37-A of the General Business Law when medically necessary to alleviate
disability caused by the loss or impairment of hearing. Hearing aid services
include: selecting, fitting and dispensing of hearing aids, hearing aid checks
following dispensing of hearing aids, conformity evaluation, and hearing aid
repairs.

     Audiology services include audiometric examinations and testing, hearing
aid evaluations and hearing aid prescriptions or recommendations, as medically
indicated.

     Hearing aid products include hearing aids, earmolds, special fittings, and
replacement parts. (batteries are covered as part of the prescription benefit)

FAMILY PLANNING AND REPRODUCTIVE HEALTH SERVICES

[ ] COVERED   [ ] NOT COVERED

     Family planning and reproductive health services means the offering,
arranging and furnishing of those health services which enable individuals who
may be sexually active to prevent or reduce the incidence of unwanted pregnancy.
These include diagnosis and all medically necessary treatment, sterilization,
screening and treatment for sexually transmissible diseases, and screening for
disease and pregnancy.

     Also included are HIV counseling and testing when provided as part of a
family planning visit Additionally; reproductive health care includes coverage
of


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                       K-7
<PAGE>
all medically necessary abortions. Elective induced abortions must be covered
for New York City residents. Fertility services are not covered.

     MCOs that do not include family planning services in the capitation are
still required to provide the following services:

     -    Screening, related diagnosis, ambulatory treatment, and referral to
          participating providers as needed for dysmenorrhea, cervical cancer,
          or other pelvic abnormality/pathology.

     -    Screening, related diagnosis, and referral to participating providers
          for anemia, cervical cancer, glycosuria, proteinuria, hypertension,
          breast disease, or pregnancy.

     (See Appendix C, New York State Department of Health FHPlus Guidelines for
the Provision of Family Planning and Reproductive Health Services).

EMERGENCY TRANSPORTATION

     Emergency transportation can only be provided by an ambulance service,
including air ambulance service. Emergency ambulance transportation means the
provision of ambulance transportation for the purpose of obtaining
hospital-services for an enrollee who suffers from severe, life-threatening or
potentially disabling conditions which require the provision of emergency
medical services while the Enrollee is being transported.

     Emergency medical services means the provision of initial urgent medical
care including, but not limited to, the treatment of trauma, burns, and
respiratory, circulatory and obstetrical emergencies.

     Emergency ambulance transportation is transportation to a hospital
emergency room generated by a "Dial 911" emergency system call or some other
request for an immediate response to a medical emergency. Because of the urgency
of the transportation request, insurance coverage or other billing provisions
are not addressed until after the trip is completed. Emergency transportation
via 911 or any other emergency call system is a covered benefit and the
Contractor is responsible for payment. The Contractor shall reimburse for all
emergency ambulance services without regard to final diagnosis or prudent lay
person standard.

DENTAL

[ ] COVERED   [ ] NOT COVERED


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                       K-8
<PAGE>
     MCOs opting to include dental services in their benefit package will cover
medically necessary preventive, prophylactic and other routine dental care,
services and supplies and dental prosthetics required to alleviate a serious
health condition, including one which affects employability.

     Routine dental care, procedures which help prevent oral disease from
occurring, and emergency treatment required to alleviate pain and suffering
caused by dental disease or trauma are covered consistent with the policies
outlined in the MMIS Provider Manual for Dental Services, and include, but are
not limited to:

     -    Prophylaxis every six (6) months

     -    Topical fluoride applications at 6 month intervals where the local
          water supply is not fluoridated and documented as medically necessary
          for adults Examinations, visits and consultations every six months

     -    Full mouth/ panoramic x-rays every three (3) years if necessary

     -    Bitewing x-rays at six-twelve (6-12) month intervals

     -    Other x-rays as required

     -    Simple extractions and other routine dental surgery, including pre-
          and postoperative care and in-office conscious sedation

     -    Amalgam or composite restorations and stainless steel or porcelain
          fused to metal crowns

     -    Endodontic procedures for treatment of diseased pulp chamber and pulp
          canals, where hospitalization is not required

     -    Complete or partial dentures including (six) 6 months of follow-up
          care

     -    Insertion of identification slips, repairs, relines and rebases

     -    Treatment of cleft palate

     -    Fixed, bridges are not covered unless required due to the presence of
          a neurologic or physiologic condition that would preclude the
          placement of a removable prosthesis.

     -    Cosmetic dentistry, implants and orthodontia are not covered.

     All MCOs must cover ambulatory or inpatient, surgical services (subject to
prior authorization by the plan). This coverage excludes the professional
services of the dentist if dental services are not covered by the MCO's benefit
package

PROSTHETICS

     Prosthetics are those appliances or devices ordered for an enrollee by a
participating provider which replace or perform the function of any missing part
of the body. Prosthetics are covered when medically necessary as ordered by the


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                       K-9
<PAGE>
MCO's participating provider. Artificial eyes are covered as part of the eye
care benefit.

ORTHOTICS

     Orthotics are those appliances or devices, ordered for an enrollee by a
qualified practitioner which are used for the purpose of supporting a weak or
deformed body part or to restrict or eliminate motion in a diseased or injured
part of the body. Covered when medically necessary as ordered by the MCO's
participating provider.

MENTAL HEALTH/ALCOHOL AND SUBSTANCE ABUSE SERVICES (OUTPATIENT)

     FHPlus will cover up to a total of 60 visits per year for mental health and
for the diagnosis and treatment of alcoholism and substance abuse, when
medically necessary.

     Outpatient alcoholism/substance abuse services involve a planned
combination of multiple non residential services provided to persons suffering
from alcohol abuse or alcoholism or substance abuse or to their significant
others under the supervision of a physician. Services include but are not
limited to assessment; individual, group, or family counseling; education;
treatment planning; preventive counseling; discharge planning; and services to
significant others. Services may be provided in facilities licensed by the
Office of Alcoholism and Substance Abuse or by licensed individual
practitioners. Enrollees must be allowed to self refer for one alcohol/substance
abuse assessment from a plan's participating provider in a calendar year.

     Outpatient mental health services include but are not limited to
assessment, stabilization, treatment planning, discharge planning, verbal
therapies, education, symptom management, case management services, crisis
intervention and outreach services, chlozapine monitoring and collateral
services as certified by the Office of Mental Health. Services may be provided
in-home, in a provider's office or in the community. Services may be provided by
licensed OMH providers or by other providers of mental health services including
clinical psychologists, and physicians.

     Enrollees must be allowed to self refer for one mental health assessment
from a plan's participating provider in a calendar year.

MENTAL HEALTH/ALCOHOL AND SUBSTANCE ABUSE SERVICES (INPATIENT)

     FHPlus will cover up to a combined total of thirty (30) days per year of
medically necessary inpatient mental health and alcoholism and substance abuse
services.


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                      K-10
<PAGE>
     Inpatient mental health services include voluntary or involuntary
admissions for mental health services.

     Inpatient alcoholism and substance abuse treatment and rehabilitation
services involve a program of continuous twenty-four (24) hour care and services
under medical direction for the treatment of alcoholism or substance abuse
dependency or withdrawal. Services include, but are not limited to assessment;
management of detoxification and withdrawal conditions; group, individual or
family counseling; alcohol and substance abuse education; rehabilitation; and
discharge planning.

     Inpatient detoxification in a hospital setting is considered an inpatient
hospital benefit covered up to 365 medically necessary days per year (366 days
for leap years).

EXPERIMENTAL AND/OR INVESTIGATIONAL TREATMENT

     Services and treatment that may be deemed experimental and/or
investigational treatment may be covered on a case-by-case basis. If a FHPlus
MCO denies coverage on the basis that the service or treatment is experimental
and/or investigational, the Enrollee may appeal that determination in accordance
with Article 49 of the Public Health Law (Utilization Review and External
Appeal).

RENAL-DIALYSIS

     Renal dialysis is covered when medically necessary as ordered by a
qualified medical professional. Renal dialysis may be provided in an inpatient
hospital setting, in an ambulatory care facility, or in the home on
recommendation from a renal dialysis center.

PHYSICIAN SERVICES

     Physician services, whether furnished in the office, the Enrollee's home, a
hospital, or elsewhere, means services furnished by a physician:

          Within the scope of practice of medicine or osteopathy as defined in
          law by the New York State Education Department; and

          By or under the personal supervision of an individual licensed and
          currently registered by the New York State Education Department to
          practice medicine or osteopathy.

     Physician services include the full range of preventive care services,
primary care medical services, and physician specialty services that fall within
a physician's scope of practice under New York State law.


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                      K-11
<PAGE>
     The following are included without limitations:

     -    Pharmaceuticals and medical supplies routinely furnished or,
          administered as part of a clinic or office visit.

     -    Physical examinations, including those which are necessary for
          employment and school.

     -    Health and mental health assessments for the purpose of making
          recommendations regarding an enrollee's disability status for Federal
          SSI applications.

     -    Annual preventive health visits for adolescents.

     -    Health screening, assessment and treatment of refugees, including the
          completion of SDOH/ILDSS required forms.

     -    Child/Teen Health Program or EPSDT services which are comprehensive.
          primary health care services provided to children under twenty-one
          (21) years of age.

NURSE PRACTITIONER SERVICES

     Nurse practitioner services include preventive services, the diagnosis of
illness and physical conditions, and the performance of therapeutic and
corrective measures, within the scope of the nurse practitioner's licensure and
collaborative practice agreement with a licensed physician in accordance with
the requirements of the Department of Education.

     The following services are also included in the nurse practitioner's scope
of services, without limitation:

     -    C/THP or EPSDT services which are comprehensive primary health care
          services provided to children under 21.

     -    Physical examinations including those that are necessary for
          employment and school.

REHABILITATION SERVICES

     Short-term rehabilitation services are covered for the maximum reduction of
physical or mental disability and restoration to the individual's best
functional level. Rehabilitation services include care and services rendered by
physical therapists and occupational therapists, up to twenty (20) visits per
year. Covered speech therapy services are those required for a condition
amenable to significant clinical improvement within a two-month period.
Rehabilitation services may be provided in an Article 28 inpatient or
outpatient facility, an enrollee's home, by an approved home health agency, in
the office of a private practicing therapist or speech pathologist, or in a
Residential Health Care Facility (RHCF), as long as the Enrollee's stay is
classified as a rehabilitative stay.


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                      K-12
<PAGE>
Rehabilitation services are covered as medically necessary when ordered by the
MCO's participating provider, and if applicable, with prior approval by the MCO.

Midwifery

     Midwifery services include the management of a normal pregnancy, childbirth
and postpartum care as well as primary preventive reproductive health care to
essentially healthy women as specified in a written practice agreement, and
shall include newborn evaluation, resuscitation, and referral for infants. The
care may be provided on an inpatient or outpatient basis including in a birthing
center or in the enrollee's home as appropriate. The midwife must be licensed by
the State Education Department.

CLINICAL PSYCHOLOGICAL SERVICES

     Clinical psychological services include psychological evaluation and
testing and therapeutic treatment for personality or behavior disorders.
Clinical psychology visits are subject to the applicable mental health benefit
limits

PRESCRIPTION DRUGS

     Medically necessary prescription drugs are covered under FHPlus, but may be
limited to generic medications where medically acceptable. All medications used
for preventive and therapeutic purposes are covered, as well as family planning
or contraceptive medications or devices. Coverage includes enteral formulas for
home use for which a physician or other provider authorized to prescribe has
issued a written order. Enteral formulas for the treatment of specific diseases
shall be distinguished from nutritional supplements taken electively. Coverage
for certain inherited diseases of amino acid and organic acid metabolism shall
include modified solid food products that are low-protein or which contain
modified protein. Vitamins are not covered except when necessary to treat a
diagnosed illness or condition.

     Experimental investigational drugs are generally excluded, except where
approved in the course of experimental/investigational treatment. Drugs
prescribed for cosmetic purposes are excluded. Over-the-counter items are
excluded with the exception of diabetic supplies, including insulin and smoking
cessation agents.

SECOND MEDICAL/SURGICAL OPINIONS

     MCOS will allow enrollees to obtain second opinions for diagnosis of a
condition, treatment or surgical procedure by a qualified physician or
appropriate specialist, including one affiliated with a specialty care center. A
second opinion in the event of a positive or negative diagnosis of cancer, a
recurrence of cancer, or a recommendation of a course of treatment of cancer is
covered also. In the


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                      K-13
<PAGE>
event that the Contractor determines that it does not have a Participating
Provider in its network with appropriate training and experience rendering the
Participating Provider capable of providing a second opinion, the Contractor
shall make a referral to an appropriate Non-Participating Provider. The
Contractor shall pay for the cost of the services provided by the
Non-Participating Provider.

SMOKING CESSATION PRODUCTS

     MCOs must cover at least two courses of smoking cessation therapy per
person per year, as medically necessary. A course of treatment is defined as no
more than a 90-day supply, (an original prescription and two (2) refills, even
if less than a 30-day supply is dispensed in any fill). Duplicative use of one
agent is not allowed (i.e. same drug/same dosage form/same strength). Both
prescription and over-the-counter treatments/agents are covered; this includes
nicotine patches, inhalers, nasal sprays, gum, and Zyban (bupropion).

COURT ORDERED SERVICES

     Court ordered services are those services ordered by a court of competent
jurisdiction which are performed by or under the supervision of a physician,
dentist, or other provider qualified under State Law to furnish medical, dental,
behavioral health (including treatment for mental health and/or alcohol and/or
substance abuse or dependence), or other FHPlus covered services. The MC
responsible for payment of those services as covered by the benefit package.

NON-COVERED SERVICES

FHPlus MCOs are not required to provide the following services.

NON-EMERGENT TRANSPORTATION SERVICES

Since enrollees qualify for FHPlus by virtue of meeting higher income
guidelines, it has been assumed that Enrollees will be able to meet the
occasional transportation expenses associated with accessing medical care and
services (the exception being transportation assistance for 19 and 20 year olds
receiving EPSDT services). Local districts will not be administering a
transportation program for FHPlus enrollees.

(Only emergency transportation by ambulance and air ambulance is covered under
FHPlus.)


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                      K-14
<PAGE>
PERSONAL CARE AGENCY SERVICES

Personal care services are the provision of some or total assistance with
personal hygiene, dressing and feeding; and nutritional and environmental
support (meal preparation and housekeeping). Individuals eligible to receive
such services are generally expected to be in receipt of such services for an
extended period of time (years). They would generally be expected to qualify for
Medicaid, which administers this program through the LDSS. Local districts will
not be administering a personal care program for FHPlus enrollees.

FHPlus does cover short-term home health care, which may include some personal
care tasks provided by home health aides incidental to a certified home health
agency visit; these services are covered in lieu of hospitalization or as part
of a post-partum home visit only.

PRIVATE DUTY NURSING SERVICES

FHPlus does not cover private duty nursing services provided by a private
practitioner.

(FHPlus only covers up, to 40 certified home health agency visits per year in
lieu of hospitalization or as part of a post-partum home visit only.)

LONG TERM CARE SKILLED NURSING FACILITIES

FHPlus does not cover skilled nursing services in a RHCF (see 18 NYCRR Section
360-1.4 (k)).

(Short-term (i.e., less than 30 days) rehabilitation in such a setting, is a
covered benefit.)

NON-PRESCRIPTION (OTC) DRUGS AND MEDICAL SUPPLIES

Over-the-counter drugs and medical/surgical supplies are not included in the
benefit package. These items are: consumable, non-reusable, disposable, or serve
a specific rather than incidental purpose, and generally have no salvageable
value (e.g. gauze pads, bandages and diapers).

(Medical supplies routinely furnished or administered as part of a clinic or
office visit are covered. Smoking cessation products, hearing aids and supplies
including batteries, and diabetic supplies and equipment are covered under
FHPlus.)


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                      K-15
<PAGE>
ALCOHOL AND SUBSTANCE ABUSE (ASA) SERVICES ORDERED BY THE LDSS

FHPlus enrollees will not be assessed by the LDSS for employability, and will
not be mandated to receive such alcohol, and substance abuse services as a
condition of eligibility for FHPlus.

OFFICE OF MENTAL HEALTH/OFFICE OF MENTAL RETARDATION AND DEVELOPMENTAL
DISABILITIES SERVICES

FHPlus does not cover residential services (intermediate care facilities or
community residences) or care.

HOSPICE PROGRAM

Hospice is a coordinated program of home and inpatient care that provides
non-curative medical and support services for persons certified by a physician
to be terminally ill with a life expectancy of six months or less. Hospice is
not a covered service under FHPlus.

SCHOOL SUPPORTIVE HEALTH SERVICES

The School Supportive Health Services Program (SSHSP) enables school districts
to obtain Medicaid reimbursement for certain educationally related medical
services provided by approved special education programs for children
with disabilities through the age of 21. These services are not covered under
FHPlus.

COMPREHENSIVE MEDICAID CASE MANAGEMENT (CMCM)

A program which provides "social work" case management referral services to a
targeted population (e.g. pregnant teens, mentally ill). FHPlus does not cover,
Comprehensive Medicaid Case Management.

DIRECTLY OBSERVED THERAPY FOR TUBERCULOSIS DISEASE

Tuberculosis directly observed therapy (TB/DOT) is the direct observation of
oral ingestion of TB medications to assure patient compliance with the
physician's prescribed medication regimen.

(Clinical management of tuberculosis is covered in the FHPlus benefit package.
The plan's responsibility is limited to communicating, cooperating and
coordinating clinical management of TB with the TB/DOT provider, if applicable.)


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                      K-16
<PAGE>
AIDS ADULT -DAY HEALTH CARE

Adult Day Health Care Programs (ADHCP) are programs designed to assist
individuals with HIV disease to live more independently in the community or
eliminate the need for residential health care services. Registrants in ADHCP
require a greater range of comprehensive health care services than can be
provided in any single setting, but do not require the level of services
provided in a residential health care setting. This is not a covered service
under FHPlus, however plans should coordinate and refer to these services.

HIV COBRA CASE MANAGEMENT

The HIV COBRA (Community Follow-up Program) Case Management Program is a program
that provides intensive, family-centered case management and community follow-up
activities by case managers, case management technicians, and community
follow-up workers. This is not a covered service under FHPlus, however plans
should coordinate and refer to these services.

HOME AND COMMUNITY BASED SERVICES WAIVER

Home and Community Based Services Waivers are programs designed as alternatives
to institutionalization or residential placement for special populations under
the Medicaid program. They are not covered under FHPlus.


                                     FHPLUS
                                   APPENDIX K
                                 OCTOBER 1, 2001
                                      K-17
<PAGE>
                                   APPENDIX L

                               FAMILY HEALTH PLUS

                        APPROVED CAPITATION PAYMENT RATES

                             FOR THE FHPLUS PROGRAM


                                     FHPLUS
                                   APPENDIX L
                                 OCTOBER 1, 2001
<PAGE>
                                  CAREPLUS, LLC

                       FAMILY HEALTH PLUS RATES EFFECTIVE
                                 OCTOBER 1, 2001

<TABLE>
<CAPTION>
                  ADULTS WITH    ADULTS WITHOUT   ADULTS WITHOUT   MATERNITY
COUNTY          CHILDREN 19-64   CHILDREN 19-29   CHILDREN 30-64      KICK
------          --------------   --------------   --------------   ---------
<S>             <C>              <C>              <C>              <C>
New York City       $232.41          $248.65          $326.83      $4,456.45
Orange              $250.66          $334.67          $411.95      $3,048.48
Putnam              $267.72          $392.80          $439.67      $3,280.35
</TABLE>
<PAGE>
                                   Appendix M

                 Service Area for the Family Health Plus Program


                                     FHPLUS
                                   APPENDIX M
                                 OCTOBER 1, 2001
<PAGE>
                                   Appendix M

CarePlus, LLC's Family Health Plus Service Area includes the following counties
in their entirety:

          Kings Queens
          Richmond


                                     FHPLUS
                                   APPENDIX M
                                 OCTOBER 1, 2001
<PAGE>
                                   Appendix N

                               Family Health Plus

                     Proof of Worker's Compensation Coverage


                                     FHPLUS
                                   APPENDIX N
                                 OCTOBER 1, 2001
<PAGE>
                                   Appendix O

                               Family Health Plus

                     Proof of Disability Insurance Coverage


                       FHPlus Appendix O October 1, 2001
<PAGE>
                                   APPENDIX P

          PLAN NAME:_____________________________________________

1.   EFFECTIVE DATE OF AGREEMENT/SERVICE AREA

     This Appendix shall become effective on the date specified in the written
     notice from SDOH to the Contractor to initiate Facilitated Enrollment
     services. The Contractor will perform FHPlus/MA Facilitated Enrollment in
     the counties/boroughs identified by the Department by written notice.

2.   FACILITATED ENROLLMENT STANDARDS

     The Contractor agrees to perform FHPlus/MA Facilitated Enrollment in
     accordance with the following standards:

(A)  To provide an efficient and cost effective Facilitated Enrollment process
     approved by SDOH, including use of the "train-the-trainer" approach.

(B)  To assure that all facilitators participate in the SDOH-sponsored FHPlus/MA
     training program to be conducted by a private contractor to be selected by
     SDOH or other training approved by SDOH.

(C)  To provide a sufficient number of facilitators at sites accessible and
     convenient to the population being served to assure applicants have timely
     access to facilitated enrollment. The Contractor will provide SDOH and
     local districts with a list of the fixed enrollment facilitation sites
     (including any new sites established to attract the new adult population)
     and must update the list on a monthly basis. Subject to SDOH and local
     district approval, the Contractor may offer Facilitated Enrollment at
     additional sites not on the list that has already been submitted to SDOH
     and LDSS.

(D)  To offer Facilitated Enrollment during hours that accommodate the patterns
     of the community being served, which must include early morning, evening,
     and/or weekend hours.

(E)  To hire staff or designate existing staff who are culturally and
     linguistically reflective of the community the Contractor serves,


                                                                               1
<PAGE>
     including facilitators who are able to communicate to vulnerable and
     hard to reach populations (e.g., non-English speaking).

(F)  To have mechanisms in place to communicate effectively with applicants who,
     are vision or hearing impaired, e.g., the services of an interpreter,
     including sign language assistance for applicants who require such
     assistance, telecommunication devices for the deaf (TTY), etc.

(G)  To conduct the face-to-face interview in accordance with Medicaid
     requirements, policies and procedures. In any LDSS in which the personal
     interview is not delegated to the facilitator, one of the Contractor's
     facilitators shall act as the enrollee's authorized representative at the
     personal interview, which will be conducted by an LDSS representative with
     the facilitator.

(H)  To comply with procedures and protocols that have been established by the
     LDSS and approved by SDOH and LDSS pursuant to Medicaid Administrative
     Directive 00 OMM/ADM-2 ("Facilitated Enrollment of Children into Medicaid,
     Child Health Plus and WIC") and any other directives issued by SDOH to
     assure that facilitators are authorized to perform the Medicaid
     face-to-face interview. To assist applicants to complete the
     FHPlus/MA/CHPlus joint application, and screen adults and family applicants
     to assess their potential eligibility for various programs using a
     documentation checklist and screening tool.

(I)  To explain the application and documentation required and to help
     applicants obtain required documentation. The Contractor will also
     follow-up with applicants to ensure application/enrollment and
     documentation completion.

(K)  To educate all eligible applicants, including adults and families, about
     managed care and how to access benefits in a managed care environment. This
     will include the distribution of SDOH approved material in English and
     other languages reflective of the community regarding all of New York
     State's health insurance coverage. This includes brochures and information
     developed by SDOH to explain healthinsurance coverage options available
     through FHPlus, CHPlus, and Medicaid Programs and various other public
     programs designed to support self sufficiency.

(L)  To counsel all eligible applicants, including adult individuals and
     families regarding selection of a participating FHPlus/CHPlus/Medicaid
     Managed Care ("MMC") healthcare plan, and describe the important role of a
     primary care provider ("PCP") and the benefits of preventive health care.
     Facilitators must help applicants to determine the appropriate plan to
     select based on their current health care needs and PCP availability. The
     Contractor will ensure that facilitators have information available about
     the providers who participate in each plan and have established procedures
     for inquiring into existing relationships with


                                                                               2
<PAGE>
     health care providers in order that the facilitators are able to provide
     assistance with PCP selection and enable applicants to maintain existing
     relationships with providers to the fullest extent possible:

(M)  To ensure that facilitators perform Facilitated Enrollment counseling in a
     neutral manner so that every applicant is able to make an informed decision
     in selecting the appropriate health care plan for the applicant's needs.

(N)  To comply with LDSS procedures for transmitting the FHPlus or MA
     applicant's managed care plan choice directly to the appropriate LDSS or
     enrollment broker, when applicable.

(0)  To follow-up on each application after a prescribed period of time with the
     appropriate LDSS to ensure that applications are being processed and that
     applicants are able to enroll and receive services in a timely manner.

(P)  To monitor the progress of each Facilitated Enrollment application on which
     the Contractor's facilitators have provided assistance, using the
     Internet-based system developed by SDOH for that purpose, and to report the
     following information:

     (i)  time from initial encounter to completed application;
     (ii) date and disposition of each application;
     (iii) number of applications completed;
     (iv) number of applicants; and
     (v)  any other data SDOH determines is necessary to monitor contract
          performance.

The required information must be continually updated by the Contractor on the
Internet-based system no later than the tenth day following the end of each
month to ensure timely and accurate tracking of the applications.

(Q)  To provide all applicants with information about their rights regarding
     making a complaint to the LDSS about an eligibility determination and
     making a complaint to the managed care plan, LDSS or SDOH about a service
     decision.

(R)  To submit the completed application and required documentation directly to
     the appropriate LDSS responsible for processing the application and making
     the eligibility determination.

(S)  To assist individuals and families enrolled in FHPlus with renewing their
     coverage prior to the expiration of their 12-month enrollment period,
     including


                                                                               3
<PAGE>
     assisting in the completion of the renewal form and collection of the
     required documentation on a timely basis, when an enrollee seeks a
     facilitator's assistance with renewal.

(T)  To cooperate with SDOH and LDSS monitoring efforts, including unannounced
     site visits.

(U)  To comply with all applicable Federal or State law, regulation, and/or
     administrative guidance, including any authority which supplements or
     supersedes the provisions set forth in Attachment B2 of the Recruitment
     Notice, which is incorporated by reference as if fully set forth herein.

3.   SDOH RESPONSIBILITIES

     SDOH will be responsible for ensuring that the facilitator's policies and
     procedures related to enrollment and marketing are appropriate to meet the
     needs of applicants and comply with State and Federal laws, regulations,
     and administrative guidance as outlined in Attachment B2 to the Recruitment
     Notice.

     Prior to commencement and/or expansion of the Contractor's facilitated
     enrollment to FHPlus/MA applicants, SDOH will:

     (A)  Conduct a review to assure that the Contractor has established
          policies and procedures satisfactory to SDOH regarding the processing
          of applications, communications, contact persons, and interactions
          with other MCOs, if applicable.

     (B)  Review schedules of sites and times, staffing, and Facilitated
          Enrollment locations.

     (C)  Reimburse the Contractor in accordance with Schedule II to this
          Appendix, a copy of which is attached hereto.

     (D)  Ensure that all facilitators have undergone the required training.

     (E)  Approve amended written protocols between the LDSS and the Contractor,
          which details FHPlus/MA operations and practices to assure that the
          unique needs and concerns of the local districts are addressed.

     (F)  Assess the facilitator's plan selection process to assure that
          applicants are presented with unbiased information regarding MCO
          selection.


                                                                               4
<PAGE>
     (G)  Approve all subcontracting arrangements and all publicity and
          educational materials submitted by plans to assure that enrollment
          information is comprehensive.

     (H)  Monitor Facilitated Enrollment through fixed site monitoring,
          complaint monitoring, and surveys of individuals enrolled in Medicaid
          managed care or FHPlus as a result of Facilitated Enrollment.

     (I)  Approve written internal quality assurance protocols for Facilitated
          Enrollment.

4.   QUALITY ASSURANCE

     The Contractor will establish a quality assurance plan, including protocols
     to be reviewed and approved by SDOH, which ensures timely access to
     Facilitated Enrollment counseling for applicants. The Contractor will
     ensure that all applications completed with the assistance of the
     Contractor's facilitators are reviewed for quality and completed prior to
     being submitted to the LDSS, and are completed and submitted to the LDSS
     within the time frames required by the protocols.

     SDOH will monitor and evaluate the Contractor's performance of FHPlus/MA
     Facilitated Enrollment in accordance with the terms and conditions
     contained in section 3 above. SDOH may, at its discretion, conduct targeted
     review to assess the performance of facilitators, including reviews of
     incomplete or erroneous applications.

5.   CONFIDENTIALITY

     The Contractor shall maintain confidentiality of applicant and enrollee
     information in accordance with protocols developed by the Contractor and
     approved by SDOH.

     Information concerning the determination of eligibility for MA, CHPlus, and
     FHPlus may be shared by the Contractor (including its employees and/or
     subcontractors) and the programs and agencies identified in this agreement,
     provided that the applicant has given appropriate written authorization on
     the Application and that the release of information is being provided
     solely for purposes of determining eligibility or evaluating the success of
     the program.

     Contractor acknowledges that any other disclosure of Medicaid Confidential
     Data ("MCD") without prior, written approval of the SDOH MCD Review
     Committee ("MCDRC") is prohibited. Accordingly, the Contractor will require
     and ensure that any approved agreement or contract pertaining to the above
     programs contains a statement that the subcontractor or other contracting
     party may not further disclose the MCD without such approval.


                                                                               5
<PAGE>
     Contractor assures that all persons performing Facilitated Enrollment
     activities will receive appropriate training regarding the confidentiality
     of MCD and provide SDOH with a copy of the procedures that Contractor has
     developed to sanction such person for any violation of MCD confidentiality.

     Upon termination of this Agreement for any reason, Contractor shall ensure
     that program data reporting is complete and shall certify that any
     electronic or paper copies of MCD collected or maintained in connection
     with this Agreement have been removed and destroyed.

6.   OUTREACH AND INFORMATION DISSEMINATION

     Contractor agrees to comply with the following restrictions regarding
     Facilitated Enrollment:

     (i)  No Facilitated Enrollment will be permitted in emergency rooms or
          treatment areas; Facilitated Enrollment may be permitted in patient
          rooms only upon request by the patient or their representative.

     (ii) No telephone cold-calling, door-to-door solicitations at the homes of
          prospective enrollees;

     (iii) No incentives to prospective enrollees to enroll in an MCO are
          allowed.

     Contractor will be responsible for local publicity regarding locations and
     hours of operation of Facilitated Enrollment sites. Only SDOH approved
     information can be used in conducting Facilitated Enrollment; but the
     Contractor can tailor materials to the needs of individual communities,
     subject to SDOH approval of any such modifications.

7.   SANCTIONS FOR NON-COMPLIANCE

     If the Contractor is found to be out of compliance with the terms and
     conditions required under FHPlus/MA Facilitated Enrollment, SDOH may
     terminate the plan's responsibilities relating to Facilitated Enrollment
     and reduce the Comptroller's capitation rate to reflect that the Contractor
     is no longer performing these functions. SDOH will give the Contractor
     sixty (60) days written notice if it determines that the Contractor's
     Facilitated Enrollment responsibilities must be terminated.

8.   CONTRACTOR TERMINATION OF FACILITATED ENROLLMENT

     The Contractor may terminate its Facilitated Enrollment responsibilities
     under this Agreement upon sixty (60) day written notice to the SDOH.
<PAGE>
                            SCHEDULE I OF APPENDIX P

                         Plan Name: CarePlus Health Plan

     SDOH shall reimburse the Contractor $10.00 per member per month for
Facilitated Enrollment activities up to a maximum amount of $230,080 during the
first twelve months of this Agreement. Such maximum amount shall be reimbursed
to the Contractor in addition to the Capitation Rates shown in Appendix L of
this Agreement. The Contractor acknowledges and accepts the SDOH's right to
discontinue the per member per month payment for Facilitated Enrollment
activities if, during the first twelve months of the Agreement, the above
maximum dollar amount has been reimbursed to the Contractor. The Contractor
acknowledges and accepts the SDOH's right to recover from the Contractor any
amount reimbursed in excess of the agreed upon maximum amount for Facilitated
Enrollment activities during this twelve-month period.

     For the remainder of the agreement term, the maximum amount and/or per
member per month amounts agreed to by SDOH and the Contractor shall be
incorporated by reference into this Agreement without further action by the
parties. The Contractor acknowledges and accepts the SDOH's right to discontinue
the per member per month payment for Facilitated Enrollment activities if the
maximum dollar amount is reimbursed to the Contractor during the applicable time
period. The Contractor also acknowledges and accepts the SDOH's right to recover
from the Contractor any amount reimbursed in excess of the maximum amount
allowed for Facilitated Enrollment activities during any applicable time period
under the Agreement. In the event that the SDOH and the Contractor fail to reach
agreement on modifications to the cap on Facilitated Enrollment reimbursement
for a subsequent time period under the Agreement, the Contractor's
responsibilities and functions under this Appendix shall end sixty (60) days
from the date of SDOH written notice of termination to the Contractor.
<PAGE>
                                   (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
             The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237

Antonia C. Novelle, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                        April 6, 2005

Ms. Karin Ajmani
Executive Director
CarePlus, LLC
21 Penn Plaza
360 West 31st Street
New York, NY 10001

Dear Ms. Ajmani:

     Enclosed for your records is a copy of the fully executed amendment to your
Family Health Plus contract, approved by the Office of the State Comptroller,
which incorporates updated HIPAA security language pursuant to 45 CFR Section
164.318 into Appendix Q [Federal Health Insurance Portability and Accountability
Act Business Associate Agreement] of the contract. This amendment is effective
April 20, 2005.

     Thank you for your cooperation in executing this amendment. If you have any
questions, please contact me at (518) 486-9015.

                                        Sincerely,


                                        /s/ Deborah Smead
                                        ----------------------------------------
                                        Deborah Smead
                                        Bureau of Intergovernmental Affairs
                                        Office of Managed Care

Enclosure
<PAGE>
                                   APPENDIX X

Agency Code J2000                       Contract No. 0017692
Period 4/20/05 - 9/30/05                Funding Amount for Period
                                        Based on approved capitation rates

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through The
New York State Department of Health, having its principal office at Corning
Tower Room 2001, Empire State Plaza. Albany, NY 12237, (hereinafter referred to
as the STATE), and CarePlus, LLC, (hereinafter referred to as the CONTRACTOR),
for modification of Contract Number 0017699 as amended as follows:

Appendix Q, Section II, entitled "Obligations and Activities of the Business
Associate" paragraphs (b) and (d) are hereby amended to comply with new federal
Health Insurance Portability and Accountability ("HIPAA") regulations governing
security of electronic information by addition of new provisions, appearing here
in italics:

(b) The Business Associate agrees to use the appropriate safeguards to prevent
use or disclosure of the Protected Health Information other than as provided for
by this Agreement and to implement administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity and availability of any electronic Protected health Information that
it creates, receives, maintains or transmits on behalf of the Covered Entity
pursuant to this Agreement

(d) The Business Associate agrees to report to the Covered Program, any use or
disclosure of the Protected Health Information not provided for by this
Agreement, as soon as reasonably practicable of which it becomes aware. The
Business Associate also agrees to report to the Covered Entity any security
incident of which it becomes aware.

All other provisions of said AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.

CONTRACTOR SIGNATURE                    STATE AGENCY SIGNATURE


By: /s/ K. Ajmani                       By: /s/ Donna Frescatre
    ---------------------------------       ------------------------------------
    Karin Ajmani                            Donna Frescatre
    ---------------------------------       ------------------------------------
    Printed Name                            Printed Name

Title: CEO & President                  Title:
      -------------------------------         ----------------------------------
Date: 3/13/03                           Date:
      -------------------------------         ----------------------------------

                                        State Agency Certification:

                                        In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies of
                                        this contract.

STATE OF NEW YORK    )
                     )   SS.:
County of New York   )

On the 13th day of June 2003, before me personally appeared Karin Ajmani to me
known, who being by me duly sworn, did depose and say that he/she resides at New
York, NY, that he/she is the Executive Director of the CarePlus LLC, the
corporation described herein which executed the foregoing instrument and that
he/she signed his/her name thereto by order of the board of directors of said
corporation.

                                                      Evelyn Huang
                                             Notary Public State of New York
                                                  Lic. No. 02HU6001118
                                              Qualified in New York County
                                            Commission expires March 13, 2006

(Notary)


/s/ E Huang
-------------------------------------
Notary


STATE COMPTROLLER'S SIGNATURE

Title:
       ------------------------------
Date:
      -------------------------------
<PAGE>
                                   (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
             The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237

Antonia C. Novello, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                        January 10, 2003

Ms. Karin Ajmani
Executive Director
CarePlus, LLC
21 Penn Plaza
360 West 31st Street, 5th Floor
New York, New York 10001

Dear Ms. Ajmani:

     Enclosed for your records is a copy of the fully executed amendment to your
Family Health Plus contract, approved by the Office of the State Comptroller,
which adds hospice care to the Family Health Plus benefit package effective
February 1, 2003. Section 10.23 and Appendix K of the contract have been amended
to reflect the benefit package addition, and the Table of Contents has also been
updated.

     Thank you for your cooperation in executing this amendment. If you have any
questions regarding the enclosed document, please contact me at (518) 473-1584.

                                        Sincerely,


                                        /s/ Deborah Smead
                                        ----------------------------------------
                                        Deborah Smead
                                        Office of Managed Care
                                        Bureau of Intergovernmental Affairs

Enclosure
<PAGE>
                                   APPENDIX X

Agency Code 12000                       Contract No. C017699
Period 2/1/03 - 9/30/03                 Funding Amount for Period
                                        Based on approved capitation rates

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through The
New York State Department of Health, having its principal office at Corning
Tower, Room 2001, Empire State Plaza, Albany NY 12237, (hereinafter referred to
as the STATE), and CarePlus, LLC, (hereinafter referred to as the CONTRACTOR),
to modify Contract Number. C017699 as set forth below. The effective date of
these modifications is February 1, 2003.

1.   The attached Table of Contents for Family Health Plus Model Contract is
     substituted for the period beginning February 1, 2003.

2.   Section 10 Benefit Package, Covered and Non-covered Services is amended to
     add paragraph 10.23 to read as follows:

10.23 Hospice Services

     The Contractor shall provide a coordinated hospice program of home and
     inpatient services which provide non-curative medical and support services
     for Enrollees certified by a physician to be terminally ill with a life
     expectancy of six months or less. Hospices must be certified under Article
     40 of the New York State Public Health Law.

3.   A definition of Hospice Services as a covered service is added to Appendix
     K New York State Department of Health Family Health Plus Prepaid Benefit
     Package Definitions of Covered and Non-covered Services, which reads as
     follows:

HOSPICE SERVICES

     Coordinated hospice program of home and inpatient services which provide
non-curative medical and support services for Enrollees certified by a physician
to be terminally ill with a life expectancy of six months or less.

     Hospice services include palliative and supportive care provided to an
Enrollee to meet the special needs arising out of physical, psychological,
spiritual, social and economic stress which are experienced during the final
stages of illness and during dying and bereavement. Hospices must be certified
under Article 40 of the New York State Public Health Law. All services must be
provided by qualified employees and volunteers of the hospice or by qualified
staff through contractual arrangements to the extent permitted by federal and
state requirements. All services must be provided according to a written plan of
care which reflects the changing needs of the Enrollee and the Enrollee's
family. Family members are eligible for up to five visits for bereavement
counseling.


                                     FHPLUS
                                   APPENDIX X
                                FEBRUARY 1, 2003
                                        1
<PAGE>
4.   The definition of Hospice Program as a non-covered service is deleted from
     Appendix K New York State Department of Health Family Health Plus Prepaid
     Benefit Package Definitions of Covered and Non-covered Services.

     All other provisions of said AGREEMENT shall remain in full force and
effect.


                                     FHPLUS
                                   APPENDIX X
                                FEBRUARY 1, 2003
                                        2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.

CONTRACTOR SIGNATURE                    STATE AGENCY SIGNATURE


By: /s/ K. Ajmani                       By: /s/ Donna Frescatre
    ---------------------------------       ------------------------------------
    Karin Ajmani                            Donna Frescatre
    ---------------------------------       ------------------------------------
    Printed Name                            Printed Name

Title: CEO                              Title:
       -------------------------------         ---------------------------------
Date: 12/10/02                          Date:
       -------------------------------         ---------------------------------

                                        State Agency Certification:

                                        In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies of
                                        this contract.

STATE OF NEW YORK    )
                     )   SS.:
County of New York   )

On the 10th day of December 2002, before me personally appeared Karin Ajmani to
me known, who being by me duly sworn, did depose and say that he/she resides at
New York, NY that he/she is the CEO of the CarePlus LLC, the corporation
described herein which executed the foregoing instrument and that he/she signed
his/her name thereto by order of the board of directors of said corporation.

                                                      Evelyn Huang
                                             Notary Public State of New York
                                                  Lic. No. 02HU6001118
                                              Qualified in New York County
                                            Commission expires March 13, 2006

(Notary)


/s/ E Huang
-------------------------------------
Notary


STATE COMPTROLLER'S SIGNATURE

Title:
       ------------------------------
Date:
      -------------------------------


                                        3
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

Contract Cover Page/Signature Page

Recitals

<TABLE>
<S>          <C>
Section 1    Definitions

Section 2    Agreement Term, Amendments, Extensions, and General Agreement
             Administration Provisions
             2.1     Term
             2.2     Amendments
             2.3     Approvals
             2.4     Entire Agreement
             2.5     Renegotiation
             2.6     Assignment and Subcontracting
             2.7     Termination
                     a. SDOH Initiated Termination of Agreement
                     b. Contractor and SDOH Initiated Termination
                     c. Contractor Initiated Termination
                     d. Termination Due to Loss of Funding
             2.8     Close-Out Procedures
             2.9     Rights and Remedies
             2.10    Notices
             2.11    Severability

Section 3    Compensation
             3.1     Capitation Payments
             3.2     Modification of Rates During Agreement Period
             3.3     Rate Setting Methodology
             3.4     Payment of Capitation
             3.5     Denial of Capitation Payments
             3.6     SDOH Right to Recover Premiums
             3.7     Third Party Health Insurance Determination
             3.8     Supplemental Maternity Capitation Payment
             3.9     Contractor Financial Liability
             3.10    Reinsurance
             3.11    Enrollment Limitations

Section 4    Service Area

Section 5    FHPlus Eligibles
             5.1     Eligible Persons
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                       -1-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
Section 6    Enrollment
             6.1     Enrollment Guidelines
             6.2     Equality of Access to Enrollment
             6.3     Enrollment Decisions
             6.4     Prohibition Against Conditions on Enrollment
             6.5     Newborn Enrollment
             6.6     Effective Date of Enrollment
             6.7     Roster
             6.8     Automatic Re-Enrollment

Section 7    Initial Enrollment Period
             7.1     Initial Enrollment Period
             7.2     Disenrollment During Initial Enrollment Period
             7.3     Notifications Regarding Initial Enrollment Period and End
                     of Initial Enrollment Period

Section 8    Disenrollment
             8.1     Disenrollment Guidelines
             8.2     Disenrollment Prohibitions
             8.3     Reasons for Voluntary Disenrollment
             8.4     Processing of Disenrollment Requests
             8.5     Contractor Notification of Disenrollments
             8.6     Contractor's Liability
             8.7     Enrollee Initiated Disenrollment
             8.8     Contractor Initiated Disenrollment
             8.9     LDSS Initiated Disenrollment

Section 9    Guaranteed Eligibility

Section 10   Benefit Package, Covered and Non-Covered Services
             10.1    Contractor Responsibilities
             10.2    Compliance with Applicable Laws
             10.3    Definitions
             10.4    Provision of Services Through Participating and
                     Non-Participating Providers
             10.5    Child Teen Health Program / Adolescent Preventive
                     Services/EPSDT
             10.6    Adult Protective Services
             10.7    Court-Ordered Services
             10.8    Family Planning and Reproductive Health Services
             10.9    Prenatal Care
             10.10   Direct Access
             10.11   Emergency Services
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                       -2-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             10.12   Services for Which Enrollees Can Self-Refer
                     a. Behavioral Health Services
                     b. Vision Services
                     c. Diagnosis and Treatment of Tuberculosis
                     d. Family Planning/Reproductive Health
             10.13   Second Opinions for Medical or Surgical Care
             10.14   Coordination with Local Public Health Agencies
             10.15   Public Health Services
                     a. Tuberculosis Screening, Diagnosis and Treatment;
                        Directly Observed Therapy (TB/DOT)
                     b. Immunizations
                     c. Prevention and Treatment of Sexually Transmitted
                        Diseases
                     d. Lead Poisoning 10.16 Adults with Chronic Illnesses and
                        Physical or Developmental Disabilities
             10.17   Persons Requiring Ongoing Mental Health Services
             10.18   Member Needs Relating to HIV
             10.19   Persons Requiring Chemical Dependence Services
             10.20   Native Americans
             10.21   Women, Infants, and Children (WIC)
             10.22   Coordination of Services
             10.23   Hospice Services

Section 11   Marketing
             11.1    Marketing Plan
             11.2    Marketing Activities
             11.3    Prior Approval of Marketing Materials, Procedures,
                     Subcontracts
             11.4    Marketing Infractions
             11.5    Additional Marketing Guidelines

Section 12   Member Services
             12.1    General Functions
             12.2    Translation and Oral Interpretation
             12.3    Communicating with the Visually, Hearing and Cognitively
                     Impaired

Section 13   Enrollee Notification
             13.1    Provider Directories/Office Hours for Participating
                     Providers
             13.2    Member ID Cards
             13.3    Member Handbooks
             13.4    Notification of Effective Date of Enrollment
             13.5    Notification of Enrollee Rights
             13.6    Enrollee's Rights To Advance Directives
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                       -3-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             13.7    Approval of Written Notices
             13.8    Contractor's Duty to Report Lack of Contact
             13.9    Contractor Responsibility to Notify Enrollee of Expected
                     Effective Date of Enrollment
             13.10   LDSS Notification of Enrollee's Change in Address
             13.11   Contractor Responsibility to Notify Enrollee of Effective
                     Date of Benefit Package Change
             13.12   Contractor Responsibility to Notify Enrollee of
                     Termination, Service Area Changes and Network Changes

Section 14   Complaint and Appeal Procedure
             14.1    Contractor's Program to Address Complaints
             14.2    Notification of Complaint and Appeal Program
             14.3    Guidelines for Complaint and Appeal Program
             14.4    Complaint Investigation Determinations

Section 15   Access Requirements
             15.1    Appointment Availability Standards
             15.2    Twenty-Four (24) Hour Access
             15.3    Appointment Waiting Times
             15.4    Travel Time Standards
             15.5    Service Continuation
                     a. New Enrollees
                     b. Enrollees Whose Health Care Provider Leaves the Network
             15.6    Standing Referrals
             15.7    Specialist as a Coordinator of Primary Care
             15.8    Specialty Care Centers

Section 16   Quality Assurance
             16.1    Internal Quality Assurance Program
             16.2    Standards of Care

Section 17   Monitoring and Evaluation
             17.1    Right To Monitor Contractor Performance
             17.2    Cooperation During Monitoring And Evaluation
             17.3    Cooperation During Annual On-Site Review
             17.4    Cooperation During Review of Services by External Review
                     Agency

Section 18   Contractor Reporting Requirements
             18.1    Time Frames for Report Submissions
             18.2    SDOH Instructions for Report Submissions
             18.3    Liquidated Damages
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                       -4-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             18.4    Notification of Changes in Report Due Dates, Requirements
                     or Formats
             18.5    Reporting Requirements
                     a. Annual Financial Statements
                     b. Quarterly Financial Statements
                     c. Other Financial Reports
                     d. Encounter Data
                     e. Quality of Care Performance Measures
                     f. Complaint Reports
                     g. Fraud and Abuse Reporting Requirements
                     h. Participating Provider Network Reports
                     i. Appointment Availability/Twenty-Four Hour (24) Access
                        and Availability Surveys
                     j. Clinical Studies
                     k. Independent Audits
                     l. New Enrollee Health Screening Completion Report
                     m. No Contact Report
                     n. Additional Reports
                     o. LDSS Specific Reports
             18.6    Ownership and Related Information Disclosure
             18.7    Revision of Certificate of Authority
             18.8    Public Access to Reports
             18.9    Professional Discipline
             18.10   Certification Regarding Individuals Who Have Been Debarred
                     or Suspended by Federal or State Government
             18.11   Conflict of Interest Disclosure
             18.12   Physician Incentive Plan Reporting

Section 19   Records Maintenance and Audit Rights
             19.1    Maintenance of Contractor Performance Records
             19.2    Maintenance of Financial Records and Statistical Data
             19.3    Access to Contractor Records
             19.4    Retention Periods

Section 20   Confidentiality
             20.1    Confidentiality of Identifying Information about FHPlus
                     Enrollees and Applicants
             20.2    Confidentiality of Medical Records
             20.3    Length of Confidentiality Requirements

Section 21   Participating Providers
             21.1    Network Requirements
             21.2    Credentialing
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                       -5-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             21.3    SDOH Exclusion or Termination of Providers
             21.4    Evaluation Information
             21.5    Payment In Full
             21.6    Choice/Assignment of PCPs
             21.7    PCP Changes
             21.8    PCP Status Changes
             21.9    PCP Responsibilities
             21.10   Member to Provider Ratios
             21.11   Minimum Office Hours
             21.12   Primary Care Practitioners
             21.13   PCP Teams
             21.14   Hospitals
             21.15   Dental Networks
             21.16   Behavioral Health Services Providers
             21.17   Laboratory Procedures
             21.18   Federally Qualified Health Centers (FQHCs)
             21.19   Provider Services Function

Section 22   Subcontracts and Provider Agreements
             22.1    Written Subcontracts
             22.2    Permissible Subcontracts
             22.3    Provision of Services Through Provider Agreements
             22.4    Approvals
             22.5    Required Components
             22.6    Timely Payment
             22.7    Restrictions on Disclosure
             22.8    Transfer of Liability
             22.9    Termination of Health Care Professional Agreements
             22.10   Health Care Professional Hearings
             22.11   Non-Renewal of Provider Agreements
             22.12   Physician Incentive Plan

Section 23   Fraud and Abuse Prevention Plan

Section 24   Americans With Disabilities Act Compliance Plan

Section 25   Fair Hearings
             25.1    Enrollee Access to Fair Hearing Process
             25.2    Enrollee Rights to a Fair Hearing.
             25.3    Contractor Notice to Enrollees
             25.4    Aid Continuing
             25.5    Responsibilities of SDOH
             25.6    Contractor's Obligations
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                       -6-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
Section 26   External Appeal
             26.1    Basis for External Appeal
             26.2    Eligibility For External Appeal
             26.3    External Appeal Determinations
             26.4    Compliance With External Appeal Laws and Regulations

Section 27   Intermediate Sanctions

Section 28   Environmental Compliance

Section 29   Energy Conservation

Section 30   Independent Capacity of Contractor

Section 31   No Third Party Beneficiaries

Section 32   Indemnification
             32.1    Indemnification by Contractor
             32.2    Indemnification by SDOH

Section 33   Prohibition on Use of Federal Funds for Lobbying
             33.1    Prohibition of Use of Federal Funds for Lobbying
             33.2    Disclosure Form to Report Lobbying
             33.3    Disclosure Requirements for Subcontractors

Section 34   Non-Discrimination
             34.1    Equal Access to Benefit Package
             34.2    Non-Discrimination
             34.3    Equal Employment Opportunity
             34.4    Native Americans Access to Services From Tribal or Urban
                     Indian Health Facility

Section 35   Compliance with Applicable Laws
             35.1    Contractor and SDOH Compliance With Applicable Laws
             35.2    Nullification of Illegal, Unenforceable, Ineffective.. or
                     Void Agreement Provisions
             35.3    Certificate of Authority Requirements
             35.4    Contractor's Financial Solvency Requirements
             35.5    Compliance With Care For Maternity Patients
             35.6    Informed Consent Procedures for Hysterectomy and
                     Sterilization
             35.7    Non-Liability of Enrollees For Contractor's Debts
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                       -7-
<PAGE>
            TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT
<TABLE>
<S>          <C>
             35.8    SDOH Compliance With Conflict of Interest Laws
             35.9    Compliance With PHL Regarding External Appeals

Section 36   New York State Standard Contract Clauses

Section 37   Miscellaneous
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                       -8-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

                                   APPENDICES

A.   New York State Standard Clauses and Local Standard Clauses

B.   Certification Regarding Lobbying B-1. Standard Contract/Bid Insert Form

C.   New York State Department of Health FHPlus Guidelines for the Provision of
     Family Planning and Reproductive Health Services

D.   New York State Department of Health FHPlus Marketing Guidelines

E.   New York State Department of Health FHPlus Member Handbook Guidelines

F.   New York State Department of Health FHPlus Complaint and Appeals Program
     Guidelines

G.   New York State Department of Health Guidelines for the Provision of
     Emergency Care and Services for the FHPlus Program

H.   New York State Department of Health Guidelines for the Processing of
     Enrollments and Disenrollments for the FHPlus Program

I.   New York State Department of Health Guidelines for Use of Medical Residents
     in the FHPlus Program

J.   New York State Department of Health Guidelines for FHPlus Compliance with
     the Americans with Disabilities Act

K.   New York State Department of Health FHPlus Prepaid Benefit Package
     Definitions of Covered and Non-Covered Services

L.   Approved Capitation Payment Rates for the FHPlus Program

M.   Service Area for the FHPlus Program

N.   Proof of Worker's Compensation Coverage

O.   Proof of Disability Insurance Coverage


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                       -9-
<PAGE>
TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL

CONTRACT

     P.   FHPlus Facilitated Enrollment, if applicable

          X.   Modification Agreement Form


                                     FHPLUS
                                TABLE OF CONTENTS
                                FEBRUARY 1, 2003
                                      -10-
<PAGE>
                                   APPENDIX X

Agency Code 12000                       Contract No. C017699
PERIOD 5/1/2002 - 9/30/2003             Funding Amount for Period
                                        BASED ON APPROVED CAPITATION RATES

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through THE
NEW YORK STATE DEPARTMENT OF HEALTH, having its principal office at TOWER
BUILDING, ROOM 2001, EMPIRE STATE PLAZA, ALBANY, NY 12237, (hereinafter referred
to as the STATE), and CAREPLUS, LLC (hereinafter referred to as the CONTRACTOR),
for modification of Contract Number C017699, AS AMENDED BY ATTACHED APPENDIX M,
SERVICE AREA FOR THE FAMILY HEALTH PLUS PROGRAM. The amended service area is
effective May 1, 2002.

All other provisions of said AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.

CONTRACTOR SIGNATURE                    STATE AGENCY SIGNATURE


By: /s/ K. Ajmani                       By: /s/ Donna Frescatore
    ---------------------------------       ------------------------------------
    Karin Ajmani                            Donna Frescatore
    ---------------------------------       ------------------------------------
    Printed Name                            Printed Name

Title: CEO                              Title: Deputy Director, OMC
      -------------------------------         ----------------------------------
Date: 4/1/02                            Date: 4/3/02
      -------------------------------         ----------------------------------

                                        State Agency Certification:
                                        In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies of
                                        this contract.

STATE OF NEW YORK    )
                     )   SS.:
County of New York   )

On the 1st day of April 2002, before me personally appeared Karin Ajmani to me
known, who being by me duly sworn, did depose and say that he/she resides at New
York County, New York, that he/she is the CEO of the CarePlus LLC, the
corporation described herein which executed the foregoing instrument and that
he/she signed his/her name thereto by order of the board of directors of said
corporation.

                                                      Evelyn Huang
                                             Notary Public State of New York
                                                  Lic. No. 02HU6001118
                                              Qualified in New York County
                                            Commission expires March 13, 2006

(Notary)


/s/ E Huang
-------------------------------------
Notary


STATE COMPTROLLER'S SIGNATURE


/s/ Elizabeth Smith
-------------------------------------
Title:
       ------------------------------
Date:
      -------------------------------
<PAGE>
     bcc: MaryAnn LaMantia
          Patricia Kutel
          Paul Souliske

Donna Scocco-Mazzeo
Christopher Parker
Joyce Weinstein - NYCDOH
Joe Romero
<PAGE>
APPENDIX M

Service Area for the Family Health Plus Program


                                     FHPLUS
                                   APPENDIX M
                                 OCTOBER 1, 2000
<PAGE>
                                   APPENDIX M

CarePlus, LLC's Family Health Plus Service Area is comprised of the following
counties in their entirety:

     Kings
     New York
     Queens
     Richmond

Added effective May 1, 2002


                                     FHPLUS
                                   APPENDIX M
                                 OCTOBER 1, 2000
<PAGE>
                                   (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
             The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237

Antonia C. Novello, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                  May 20, 2002

Ms. Karin Ajmani
Executive Director
Care Plus, LLC
21 Penn Plaza
360 West 31St Street 5th Floor
New York, New York 10001

Dear Ms. Ajmani:

     Enclosed for your records is a copy of the fully executed amendment to your
Family Health Plus contract (approved by the Office of the State Comptroller)
which adds New York County (Manhattan) to your service area. You may now begin
Family Health Plus enrollment in Manhattan.

     Thank you for your cooperation in executing this amendment. If you have any
questions regarding the enclosed document, please contact me at (518) 473-1584.

                                        Sincerely,


                                        /s/ Deborah Smead
                                        ----------------------------------------
                                        Deborah Smead
                                        Bureau of Intergovernmental Affairs
                                        Office of Managed Care

cc: Karen Kalaijian
<PAGE>
bcc: MaryAnn LaMantia
     Patricia Kutel
     Paul Souliske
     Donna Scocco-Mazzeo
     Christopher Parker
     Joyce Weinstein - NYCDOH
     Joe Romero
<PAGE>
                                   APPENDIX X

Agency Code 12000                       Contract No. C017699
PERIOD 5/1/2002 - 9/30/2003             Funding Amount for Period
                                        BASED ON APPROVED CAPITATION RATES

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through THE
NEW YORK STATE DEPARTMENT OF HEALTH, having its principal office at TOWER
BUILDING, ROOM 2001, EMPIRE STATE PLAZA, ALBANY, NY 12237, (hereinafter referred
to as the STATE), and CAREPLUS, LLC (hereinafter referred to as the CONTRACTOR),
for modification of Contract Number 0017699, as amended by attached APPENDIX M,
SERVICE AREA FOR THE FAMILY HEALTH PLUS PROGRAM. The amended service area is
effective May 1, 2002.

All other provisions of said AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.

CONTRACTOR SIGNATURE                    STATE AGENCY SIGNATURE


By: /s/ K. Ajmani                       By: /s/ Donna Frescatore
    ---------------------------------       ------------------------------------
    Karin Ajmani                            Donna Frescatore
    ---------------------------------       ------------------------------------
    Printed Name                            Printed Name

Title: CEO                              Title: Deputy Director, OMC
      -------------------------------         ----------------------------------
Date: 4/1/02                            Date: 4/3/02
      -------------------------------         ----------------------------------

                                        State Agency Certification:
                                        In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies of
                                        this contract.

STATE OF NEW YORK    )
                     )   SS.:
County of New York   )

On the 1st day of April 2002, before me personally appeared Karin Ajmani to me
known, who being by me duly sworn, did depose and say that he/she resides at New
York County, New York, that he/she is the CEO of the CarePlus LLC, the
corporation described herein which executed the foregoing instrument and that
he/she signed his/her name thereto by order of the board of directors of said
corporation.

                                                      Evelyn Huang
                                             Notary Public State of New York
                                                   Lic. No. 02HU6001118
                                              Qualified in New York County
                                            Commission expires March 13, 2006

(Notary)


/s/ E Huang
-------------------------------------
Notary


STATE COMPTROLLER'S SIGNATURE


/s/ Elizabeth Smith
-------------------------------------
Title:
       ------------------------------
Date:
      -------------------------------
<PAGE>
APPENDIX M

Service Area for the Family Health Plus Program


                                     FHPLUS
                                   APPENDIX M
                                 OCTOBER 1, 2000
<PAGE>
                                   APPENDIX M

CarePlus, LLC's Family Health Plus Service Area is comprised of the following
counties in their entirety:

     Kings
     New York(l)
     Queens
     Richmond

(1)Added effective May 1, 2002


                                     FHPLUS
                                   APPENDIX M
                                 OCTOBER 1, 2000
<PAGE>
                                   (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
             The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237

Antonia C. Novello, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                  May 20, 2002

Ms. Karin Ajmani
Executive Director
Care Plus, LLC
21 Penn Plaza
360 West 31st Street
5th Floor, New York,
New York 10001

Dear Ms. Ajmani:

     Enclosed for your records is a copy of the fully executed amendment to your
Family Health Plus contract (approved by the Office of the State Comptroller)
which adds New York County (Manhattan) to your service area. You may now begin
Family Health Plus enrollment in Manhattan.

     Thank you for your cooperation in executing this amendment. If you have any
questions regarding the enclosed document, please contact me at (518) 473-1584.

                                        Sincerely,


                                        /s/ Deborah Smead
                                        ----------------------------------------
                                        Deborah Smead
                                        Bureau of Intergovernmental Affairs
                                        Office of Managed Care

cc: Karen Kalaijian
<PAGE>
     bcc: MaryAnn LaMantia
          Patricia Kutel
          Paul Souliske
          Donna Scocco-Mazzeo
          Christopher Parker

Joyce
Weinstein -
NYCDOH
Joe
Romero
<PAGE>
                                  (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
             The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237

Antonia C. Novello, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                  April 6, 2005

Ms. Karin Ajmani
Executive Director
CarePlus, LLC
21 Penn Plaza
360 West 31st Street
New York,
NY 10001

Dear Ms. Ajmani:

     Enclosed for your records is a copy of the fully executed amendment to your
Family Health Plus contract, approved by the Office of the State Comptroller,
which incorporates updated HIPAA security language pursuant to 45 CFR Section
164.318 into Appendix Q [Federal Health Insurance Portability and Accountability
Act Business Associate Agreement] of the contract. This amendment is effective
April 20, 2005.

     Thank you for your cooperation in executing this amendment. If you have any
questions, please contact me at (518) 486-9015.

                                        Sincerely,


                                        /s/ DEBORAH SMEAD
                                        ----------------------------------------
                                        DEBORAH SMEAD
                                        Bureau of Intergovernmental Affairs
                                        Office of Managed Care

Enclosure
<PAGE>
                                   APPENDIX X

Agency Code 12000                             CONTRACT No. CO 17699

PERIOD 4/20/05 - 9/30/05                      FUNDING AMOUNT FOR PERIOD BASED ON
                                              approved capitation rate

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through The
New York State Department of Health, having its principal office at Corning
Tower, Room 2001, Empire State Plaza. Albany NY 12237, (hereinafter referred to
as the STATE), and CarePlus, LLC, (hereinafter referred to as the CONTRACTOR),
for modification of Contract Number C017699 as amended as follows:

Appendix Q, Section II, entitled "Obligations and Activities of the Business
Associate" paragraphs (b) and (d) are hereby amended to comply with new federal
Health Insurance Portability and Accountability ("HIPAA") regulations governing
security of electronic information by addition of new provisions, appearing here
in italics:

(b) The Business Associate agrees to use the appropriate safeguards to prevent
use or disclosure of the Protected Health Information other than as provided for
by this Agreement and to implement administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity and availability of any electronic Protected Health Information that
it creates, receives, maintains or transmits on behalf of the Covered Entity
pursuant to this Agreement.

(d) The Business Associate agrees to report to the Covered Program, any use or
disclosure of the Protected Health information not provided for by this
Agreement, as soon as reasonably practicable of which it becomes aware. The
Business Associate also agrees to report to the Covered Entity any security
incident of which it becomes aware

All other provisions of said AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.

CONTRACTOR  SIGNATURE                   STATE AGENCY SIGNATURE


By: /s/ K. Ajmani                       By: /s/ Donna Frescatore
    ---------------------------------       ------------------------------------
    Karin Ajmani                            Donna Frescatore
    ---------------------------------       ------------------------------------
    Printed Name                            Printed Name

Title: CEO & President                  Title: Deputy Director, OMC
      -------------------------------         ----------------------------------
Date: 3/13/05                           Date: 3/17/05
      -------------------------------         ----------------------------------

                                        State Agency Certification:
                                        In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies of
                                        this contract.

STATE OF NEW YORK    )
                     )   SS.:
County of New York   )

On the 13th day of March 2005, before me personally appeared Karin Ajmani to me
known, who being by me duly sworn, did depose and say that he/she resides at New
York, NY , that he/she is the President & CEO of the CarePlus LLC d/b/a Care
Plus Health Plan , the corporation described herein which executed the foregoing
instrument and that he/she signed his/her name thereto by order of the board of
directors of said corporation.

                                                          Evelyn Huang
                                                Notary Public State of New York
                                                      Lic. No. 02HU6001118
                                                 Qualified in New York County
                                               Commission expires March 13, 2006

(Notary)


/s/ E Huang
-------------------------------------
Notary

STATE COMPTROLLER'S SIGNATURE
Title:
       ------------------------------
Date:
      -------------------------------
<PAGE>
                                   (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
          The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237

Antonia C. Novello, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                 April 22, 2004

Ms. Karin Ajmani
Executive Director
CarePlus, LLC
21 Penn Plaza
360 West 31st Street
New York, NY 10001

Dear Ms. Ajmani:

     Enclosed for your signature are two copies of Appendix X which amends the
previously executed Family Health Plus contract between CarePlus, LLC and the
New York State Department of Health. The amendment incorporates revised
capitation rates for this contract effective April 1, 2004.

     Please sign both copies of the amendment, fully complete the notary section
and have your signature notarized, and return both copies via express mail by
May 7, 2004, or sooner if possible to:

                                  Deborah Smead
                            NYS Department of Health
                       Bureau of Intergovernmental Affairs
                            Corning Tower, Room 2074
                                Albany, NY 12237

     Upon receipt of the signed amendment, the Office of Managed Care will sign
and forward the amendment to the Office of the State Comptroller (OSC) and the
Centers for Medicare and Medicaid Services for approval. We will provide you
with a copy of the OSC-approved amendment for your records.

     If you have any questions regarding the amendment, please contact me at
(518) 486-9015. Thank you in advance for your cooperation in executing the
amendment.

                                        Sincerely,


                                        /s/ Deborah Smead
                                        ----------------------------------------
                                        Deborah Smead
                                        Bureau of Intergovernmental Affairs
                                        Office of Managed Care

Enclosure
<PAGE>
                                   (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
          The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237


Antonia C. Novello, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                  June 1, 2004

Ms. Karin Ajmani
Executive Director
CarePlus, LLC
21 Penn Plaza
360 West 31st Street
New York, NY 10001

Dear Ms. Ajmani:

     Enclosed for your records is a copy of the fully executed amendment to your
Family Health Plus contract, approved by the Office of the State Comptroller,
which incorporates revised capitation rates for this contract effective April 1,
2004.

     Thank you for your cooperation in executing this amendment. If you have any
questions regarding the enclosed document, please contact me (518) 473-4584.

                                        Sincerely,


                                        /s/ Deborah Smead
                                        ----------------------------------------
                                        Deborah Smead
                                        Office of Managed Care
                                        Bureau of Intergovernmental Affairs

Enclosure
<PAGE>
                                   APPENDIX X

Agency Code 12000                                Contract No. CO17699

Period 4/1/04 - 9/30/05                          Funding Amount for Period Based
                                                 on approved capitation rates

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through The
New York State Department of Health, having its principal office at Corning
Tower, Room 2001, Empire State Plaza, Albany NY 12237, (hereinafter referred to
as the STATE), and CarePlus, LLC, (hereinafter referred to as the CONTRACTOR),
to modify Contract Number CO17699 by substituting the attached Appendix L
Approved Capitation Payment Rates for the FHPlus Program. The effective date of
these modifications is April 1, 2004.

All other provisions of said AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.


By: /s/ K. Ajmani                       By: /s/ Donna Frescatore
    ---------------------------------       ------------------------------------


CONTRACTOR SIGNATURE                    STATE AGENCY SIGNATURE


By: /s/ K. Ajmani                       By: /s/ Donna Frescatore
    ---------------------------------       ------------------------------------
    Karin Ajmani                            Donna Frescatore
    ---------------------------------       ------------------------------------
    Printed Name                            Printed Name

Title: CEO & President                  Title: Deputy Director, OMC
      -------------------------------         ----------------------------------
Date: 3/13/05                           Date: 3/17/05
      -------------------------------         ----------------------------------

                                        State Agency Certification: In addition
                                        to the acceptance of this contract, I
                                        also certify that original copies of
                                        this signature page will be attached to
                                        all other exact copies of this contract.

STATE OF NEW YORK    )
                     )   SS.:
County of New York   )

On the 13th day of March 2005, before me personally appeared Karin Ajmani to me
known, who being by me duly sworn, did depose and say that he/she resides at New
York, NY , that he/she is the President & CEO of the CarePlus LLC d/b/a Care
Plus Health Plan , the corporation described herein which executed the foregoing
instrument and that he/she signed his/her name thereto by order of the board of
directors of said corporation.

                                                          Evelyn Huang
                                                Notary Public State of New York
                                                      Lic No. 02HU6001118
                                                 Qualified in New York Country
                                               Commission expires March 13, 2006

(Notary)


/s/ E Huang
-------------------------------------
Notary

STATE COMPTROLLER'S SIGNATURE
Title:
      -------------------------------
Date:
     --------------------------------

-------------------------------------   Date:
                                              ----------------------------------
<PAGE>
                                  CAREPLUS, LLC

                            FAMILY HEALTH PLUS RATES
                 EFFECTIVE APRIL 1, 2004 THROUGH MARCH 31, 2005

<TABLE>
<CAPTION>
          ADULTS WITH                                ADULTS WITHOUT
         ADULTS WITHOUT                                MATERNITY
COUNTY   CHILDREN 19-64   CHILDREN 30-64     KICK    CHILDREN 19-29
------   --------------   --------------   -------   --------------
<S>      <C>              <C>              <C>       <C>
NYC          $205.96         $220.36       $289.64     $4,563.76
</TABLE>

OPTIONAL BENEFITS INCLUDED IN THE ABOVE RATES:

FAMILY PLANNING: Yes   DENTAL: Yes
<PAGE>
                                   APPENDIX X

Agency Code 12000                       Contract No. C017699
Period 4/1/04 - 9/30/05                 Funding Amount for Period
                                        Based on approved capitation rates

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through The
New York State Department of Health, having its principal office at Corning
Tower, Room 2001, Empire State Plaza, Albany NY 12237, (hereinafter referred to
as the STATE), and CarePlus, LLC, (hereinafter referred to as the CONTRACTOR),
to modify Contract Number C017699 by substituting the attached Appendix L
Approved Capitation Payment Rates for the FHPlus Program. The effective date of
these modifications is April 1, 2004.

All other provisions of said AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.

CONTRACTOR  SIGNATURE                   STATE AGENCY SIGNATURE


By: /s/ K. Ajmani                       By: /s/ Donna Frescatore
    ---------------------------------       ------------------------------------
    Karin Ajmani                            Donna Frescatore
    ---------------------------------       ------------------------------------
    Printed Name                            Printed Name

Title: CEO & President                  Title: Deputy Director, OMC
      -------------------------------         ----------------------------------
Date: 3/13/05                           Date: 3/17/05
      -------------------------------         ----------------------------------

                                        State Agency Certification:
                                        In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies
                                        of this contract.

STATE OF NEW YORK    )
                     )   SS.:
County of New York   )

On the 13th day of March 2005, before me personally appeared Karin Ajmani to me
known, who being by me duly sworn, did depose and say that he/she resides at New
York, NY, that he/she is the President & CEO of the CarePlus LLC d/b/a Care Plus
Health Plan, the corporation described herein which executed the foregoing
instrument and that he/she signed his/her name thereto by order of the board of
directors of said corporation.

                                                          Evelyn Haung
                                                Notary Public State of New York
                                                      Lic. No. 02HU6001118
                                                  Qualified in New York County
                                               Commission expires March 13, 2006

(Notary)


/s/ E Huang
-------------------------------------
Notary


STATE COMPTROLLER'S SIGNATURE



Title:
       ------------------------------
Date:
      -------------------------------
<PAGE>
                                  CAREPLUS, LLC

                            FAMILY HEALTH PLUS RATES
                 EFFECTIVE APRIL 1, 2004 THROUGH MARCH 31, 2005

<TABLE>
<CAPTION>
           ADULTS WITH              ADULTS WITHOUT    ADULTS WITHOUT
COUNTY   CHILDREN 19-64             CHILDREN 19-29   CHILDREN 30-64 T
------   --------------             --------------   ----------------
<S>      <C>              <C>       <C>              <C>
  NYC        $205.96      $220.36      $289.64          $4,563.76
</TABLE>

OPTIONAL BENEFITS INCLUDED IN THE ABOVE RATES:

FAMILY PLANNING: YES   DENTAL: YES
<PAGE>
                                   (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
             The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237

Antonia C. Novello, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                        December 31, 2003

Ms. Karin Ajmani
Executive Director
CarePlus, LLC
21 Penn Plaza
360 West 31st Street
New York, NY 10001

Dear Ms. Ajmani:

     Enclosed for your records is a copy of the fully executed amendment to your
Family Health Plus contract, approved by the Office of the State Comptroller,
which extends the contract period through September 30, 2005 and updates
Appendix A, Standard Clauses for New York State Contracts. The amendment has
also been approved by the Centers for Medicare and Medicaid Services.

     Thank you for your cooperation in executing the amendment. If you have any
questions regarding the enclosed document, please contact me at (518) 486-9015.

                                        Sincerely,


                                        /s/ Deborah Smead
                                        ----------------------------------------
                                        Deborah Smead
                                        Bureau of Intergovernmental Affairs
                                        Office of Managed Care

Enclosure
<PAGE>
                                   APPENDIX X

Agency Code 12000                       Contract No. CO17699
Period 10/1/03 - 9/30/05                Funding Amount for Period
                                        Based on approved capitation rates

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through The
New York State Department of Health, having its principal office at Corning
Tower, Room 2001, Empire State Plaza, Albany NY 12237, (hereinafter referred to
as the STATE), and CarePlus, LLC, (hereinafter referred to as the CONTRACTOR),
to modify Contract Number CO17699 by substituting the attached Appendix A
Standard Clauses for New York State Contracts and by extending the contract
period through September 30, 2005. The effective date of these modifications is
October 1, 2003.

All other provisions of said AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.

CONTRACTOR SIGNATURE                    STATE AGENCY SIGNATURE


By: /s/ K. Ajmani                       By: /s/ Donna Fescatore
    ---------------------------------       ------------------------------------
    Karin Ajmani                            Donna Frescatore
    ---------------------------------       ------------------------------------
    Printed Name                            Printed Name

Title: President                        Title: Deputy Director, OMC
      -------------------------------         ----------------------------------
Date: 12/2/03                           Date: 12/16/03
      -------------------------------         ----------------------------------

                                        State Agency Certification:
                                        In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies of
                                        this contract.

STATE OF NEW YORK    )
                     )   SS.:
County of New York   )

On the 2nd day of December 2003, before me personally appeared Karin Ajmani to
me known, who being by me duly sworn, did depose and say that he/she resides at
New York, NY, that he/she is the President of the CarePlus LLC, the
corporation described herein which executed the foregoing instrument and that
he/she signed his/her name thereto by order of the board of directors of said
corporation.

                                                      Evelyn Huang
                                             Notary Public State of New York
                                                  Lic. No. 02HU6001118
                                              Qualified in New York County
                                            Commission expires March 13, 2006

(Notary)


/s/ E Huang
-------------------------------------
Notary


STATE COMPTROLLER'S SIGNATURE

Title:
       ------------------------------
Date:
      -------------------------------
<PAGE>
STANDARD CLAUSES FOR NYS CONTRACTS                                    APPENDIX A
<PAGE>
                       STANDARD CLAUSES FOR NYS CONTRACTS

     The parties to the attached contract, license, lease, amendment or jother
agreement of any kind (hereinafter, "the contract" or "this contract") agree to
be bound by the following clauses which are hereby made a part of the contract
(the word "Contractor" herein refers to any party other than the State, whether
a contractor, licenser, licensee, lessor, lessee or any other party):

1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the
State shall have no liability under this contract to the Contractor or to anyone
else beyond funds appropriated and available for this contract

2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance
Law, this contract may not be assigned by the Contractor or its right, title or
interest therein assigned, transferred, conveyed, sublet or otherwise disposed
of without the previous consent, in writing, of the State and any attempts to
assign the contract without the State's written consent are null and void. The
Contractor may, however, assign its right to receive payment without the State's
prior written consent unless this contract concerns Certificates of
Participation pursuant to Article 5-A of the State Finance Law.

3. COMPTROLLER'S APPROVAL. In accordance with Section'112 of the State Finance
Law (or, if this contract is with the State University or City University of New
York, Section 355 or Section 6218 of the Education Law), if this contract
exceeds $15,000 (or the minimum thresholds agreed to by the Office of the State
Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an
amendment for any amount to a contract which, as so amended, exceeds said
statutory amount, or if, by this contract, the State agrees to give something
other than money when the value or reasonably estimated value of such
consideration exceeds $10,000, it shall not be valid, effective or binding upon
the State until it has been approved by the State Comptroller and filed in his
office. Comptroller's approval of contracts let by the Office of General
Services is required when such contracts exceed $30,000 (State Finance Law
Section 163.6.a).

4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State
Finance Law, this contract shall be void and of no force and effect unless the
Contractor shall provide and maintain coverage during the life of this contract
for the benefit of such employees as are required to be covered by the
provisions of the Workers' Compensation Law.

5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the
Executive Law (also known as the Human Rights Law) and all other State and
Federal statutory and constitutional non-discrimination provisions, the
Contractor will not discriminate against any employee or applicant for
employment because of race, creed, color, sex, national origin, sexual
orientation, age, disability, genetic predisposition or carrier status, or
marital status. Furthermore, in accordance with Section 220-e of the Labor Law,
if this is a contract for the construction, alteration or repair of any public
building or public work or for the manufacture, sale or distribution of
materials, equipment or supplies, and to the extent that this contract shall be
performed within the State of New York, Contractor agrees that neither it not
its subcontractors shall, by reason of race, creed, color, disability, sex, or
national origin: (a) discriminate in hiring against any New York State citizen
who is qualified and available to perform the work; or (b) discriminate against
or intimidate any employee hired for the performance of work under this
contract. If this is a building service contract as defined in Section 230 of
the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees
that neither it nor its subcontractors shall by reason of race, creed, color,
national origin, age, sex or disability: (a) discriminate in hiring against any
New York State citizen who is qualified and available to perform the work; or
(b) discriminate against or intimidate any employee hired for the


Page 1
<PAGE>
performance of work under this contract. Contractor is subject to fines of
$50.00 per person per day for any violation of Section 220-e or Section 239 as
well as possible termination of this contract and forfeiture of all moneys due
hereunder for a second or subsequent violation.

6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by
Article 8 of the Labor Law or a building service contract covered by Article 9
thereof, neither Contractor's employees nor the employees of its subcontractors
may be required or permitted to work more than the number of hours or days
stated in said statutes, except as otherwise provided in the Labor Law and as
set forth in prevailing wage and supplement schedules issued by the State Labor
Department Furthermore, Contractor and its subcontractors must pay at least the
prevailing wage rate and pay or provide the prevailing supplements, including
the premium rates for overtime pay, as determined by the State Labor Department
in accordance with the Labor Law.

7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the
State Finance Law, if this contract was awarded based upon the submission of
bids, Contractor warrants, under penalty of PERJURY, THAT its bid WAS ARRIVED at
INDEPENDENTLY AND WITHOUT collusion aimed at restricting competition. Contractor
further warrants that, at the time Contractor submitted its bid, an authorized
AND responsible person executed and delivered to the State a NON-COLLUSIVE
bidding certification on Contractor's behalf.

8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the
Labor Law AND Section 139-h of the State Finance Law, if this contract exceeds
$5,000, the Contractor agrees, as a material condition of the contract, that
neither the Contractor nor ANY substantially owned or affiliated person, firm,
partnership or CORPORATION HAS PARTICIPATED, IS PARTICIPATING, OR SHALL
PARTICIPATE IN AN INTERNATIONAL boycott in violation of the federal Export
Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations
thereunder. If such Contractor, or any of the aforesaid affiliates of
Contractor, is convicted or is otherwise found to have violated said laws or
regulations upon the final determination of the United States Commerce
Department or any other APPROPRIATE agency of the United States SUBSEQUENT to
THE contract's EXECUTION, SUCH contract, AMENDMENT or MODIFICATION THERETO SHALL
BE RENDERED forfeit AND void. The Contractor shall so notify the State
Comptroller within five (5) business days of such conviction, determination or
disposition of appeal (2NYCRR 105.4).

9. SET-OFF RIGHTS The State shall have all of its common law, equitable and
statutory rights of set-off. These rights shall include, but not be limited to,
the State's option to withhold for the PURPOSES of set-off any moneys due to the
Contractor under this contract up to any amounts due and owing to the State
with regard to this contract, any other contract with any State department or
agency, including any contract for a term commencing prior to the term of this
contract, plus any amounts due and owing to the State for any other reason
including, without limitation, tax delinquencies, fee DELINQUENCIES or monetary
penalties relative thereto. The State shall exercise its set-off rights in
accordance with normal State practices INCLUDING, in cases of set-off pursuant
to an audit, the finalization of such audit by the State agency, its
representatives, or the State Comptroller.

10. RECORDS. The Contractor shall establish and maintain complete and accurate
books, records, documents, accounts and other evidence directly pertinent to
performance under this contract (hereinafter, collectively, "the Records"). The
Records must be kept for the balance of the calendar year in which they were
made and for six (6) additional years thereafter. The State Comptroller, the
Attorney General and any other person or entity authorized to conduct an
examination, as well as the agency or agencies involved in this contract, shall
have access to the Records during normal business HOURS at an office of the
Contractor within the State of New York or, if no such office is available, at a
mutually agreeable and reasonable venue within the State, for the term specified
above for the purposes of inspection, auditing and copying. The State shall take
reasonable steps to protect from public disclosure any of the Records which are
exempt from disclosure under Section 87 of the Public Officers Law (the
"Statute") provided that: (i) the Contractor shall timely inform an appropriate
State official, in writing, that said records should not be disclosed; and (ii)
said records shall be sufficiently identified; and (iii) designation of said
records as exempt under the Statute is reasonable. Nothing contained herein
shall diminish, or in any way adversely affect, the State's right to discovery
in any pending or future litigation.

11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION.

(a) FEDERAL EMPLOYER IDENTIFICATION NUMBER and/or FEDERAL SOCIAL SECURITY
NUMBER. All invoices or New York State standard vouchers submitted for payment
for the sale of goods or services or the lease of real or personal property to a
New York State agency must include the payee's identification number, i.e., the
seller's or lessor's identification number. The number is either the payee's
Federal employer identification number or Federal social security number, or
both such numbers when the payee has both such numbers. Failure to include this
number or numbers may delay payment. Where the payee does not have such number
or numbers, the payee, on its invoice or New York State standard voucher, must
give the reason or reasons why the payee does not have such number or numbers.

(b) PRIVACY NOTIFICATION. (1) The authority to request the above personal
information from a seller of goods or services or a lessor of real or personal
property, and the authority to maintain such information, is found in Section 5
of the State Tax Law. Disclosure of this information by the seller or lessor to
the State is mandatory. The principal purpose for which the information is
collected is to enable the date to identify individuals, businesses and others
who have been delinquent in filing tax returns or may have understated their tax
liabilities and to generally identify persons affected by the taxes administered
by the Commissioner of Taxation and Finance. The information will be used for
tax administration purposes and for any other purpose authorized by law.

(2) The personal information is requested by the purchasing unit of the agency
contracting to purchase the goods or services or lease the real or personal
property covered by this contract or lease. The information is maintained in New
York State's Central Accounting System by the Director of Accounting Operations,
Office of the State Comptroller, AESOB, Albany, New York 12236.

12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with
Section 312 of the Executive Law, if this contract is: (i) a written agreement
or purchase order instrument, providing for a total expenditure in excess of
$25,000.00, whereby a contracting agency is committed to expend or does expend
funds in return for labor, services, supplies, equipment, materials or any
combination of the foregoing, to be performed for, or rendered or furnished to
the contracting agency; or (ii) a written agreement in excess of $100,000.00
whereby a contracting agency is committed to expend or does expend funds for the
acquisition, construction, demolition, replacement, major repair or renovation
of real property and improvements thereon; or (iii) a written agreement in
excess of $100,000.00 whereby the owner of a State assisted housing project is
committed to expend or does expend funds for the acquisition, construction,
demolition, replacement, major repair or renovation of real property and
improvements thereon for such project, then:

(a) The Contractor will not discriminate against employees or applicants for
employment because of race, creed, color, national origin, sex, age, disability
or marital status, and will undertake or continue listing programs of
affirmative action to ensure that minority group members and women are afforded
equal employment opportunities without discrimination. Affirmative action shall
mean recruitment.


Page 2
<PAGE>
employment, job assignment, promotion, upgradings, demotion, transfer, layoff,
or termination and rates of pay or other forms of compensation;

(b) at the request of the contracting agency, the Contractor shall request each
employment agency, labor union, or authorized representative of workers with
which it has a collective bargaining or other agreement or understanding, to
furnish a written statement that such employment agency, labor union or
representative will not discriminate on the basis of race, creed, color,
national origin, sex, age, disability or marital status and that such union or
representative will affirmatively cooperate in the implementation of the
contractor's obligations herein; and

(c) the Contractor shall state, in all solicitations or advertisements for
employees, that, in the performance of the State contract, all qualified
applicants will be afforded equal employment opportunities without
discrimination because of race, creed, color, national origin, sex, age,
disability or marital status.

Contractor will include the provisions of "a", "b", and ."c" above, in every
subcontract over $25,000.00 for the construction, demolition, replacement, major
repair, renovation, planning or design of real property and improvements thereon
(the "Work") except where the Work is for the beneficial use of the Contractor.
Section 312 does not apply to: (i) work, goods or services unrelated to this
contract; or (ii) employment outside New York State; or (iii) banking services,
insurance policies or the sale of securities. The State shall consider
compliance by a contractor or subcontractor with the requirements of any federal
law concerning equal employment opportunity which effectuates the purpose of
this section. The contracting agency shall determine whether the imposition of
the requirements of the provisions hereof duplicate or conflict with any such
federal law and if such duplication or conflict exists, the contracting agency
shall waive the applicability of Section 312 to the extent of such duplication
or conflict. Contractor will comply with all duly promulgated and lawful rules
and regulations of the Governor's Office of Minority and Women's Business
Development pertaining hereto.

13. CONFLICTING TERMS. In the event of a conflict between the terms of the
contract (including any and all attachments thereto and amendments thereof) and
the terms of this Appendix A, the terms of this Appendix A shall control.

14. GOVERNING LAW. This contract shall be governed by the laws of the State of
New York except where the Federal supremacy clause requires otherwise.

15. LATE PAYMENT. Timeliness of payment and any interest to be paid to
Contractor for late payment shall be governed by Article II-A of the State
Finance Law to the extent required by law.

16. NO ARBITRATION. Disputes involving this contract, including the breach or
alleged breach thereof, may not be submitted to binding arbitration (except
where statutorily authorized), but must, instead, be heard in a court of
competent jurisdiction of the State of New York.

17. SERVICE OF PROCESS. In addition to the methods of service allowed by the
State Civil Practice Law & Rules ("CPLR"), Contractor hereby consents to service
of process upon it by registered or certified mail, return receipt requested.
Service hereunder shall be complete upon Contractor's actual receipt of process
or upon the State's receipt of the return thereof by the United States Postal
Service as refused or undeliverable. Contractor must promptly notify the State,
in writing, if each and every change of address to which service of process can
he made. Service by the State to the last known address shall _____________
Contractor will have thirty (30) calendar days after service __________ complete
in which to respond.

18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and
warrants that all wood products to be used under this contract award will be in
accordance with, but not limited to, the specifications and provisions of State
Finance Law Section 165. (Use of Tropical Hardwoods) which prohibits purchase
and use of tropical hardwoods, unless specifically exempted, by the State or any
governmental agency or political subdivision or public benefit corporation.
Qualification for an exemption under this law will be the responsibility of the
contractor to establish to meet with the approval of the State.

In addition, when any portion of this contract involving the use of woods,
whether supply or installation, is to be performed by any subcontractor, the
prime Contractor will indicate and certify in the submitted bid proposal that
the subcontractor has been informed and is in compliance with specifications and
provisions regarding use of tropical hardwoods as detailed in Section 165 State
Finance Law. Any such use must meet with the approval of the State; otherwise,
the bid may not be considered responsive. Under bidder certifications, proof of
qualification for exemption will be the responsibility of the Contractor to meet
with the approval of the State.

19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. IN accordance with the MacBride Fair
Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby
stipulates that the Contractor either (a) has no business operations in Northern
Ireland, or (b) shall take lawful steps in good faith to conduct any business
operations in Northern Ireland in accordance with the MacBride Fair Employment
Principles (as described in Section 165 of the New York State Finance Law), and
shall permit independent monitoring of compliance with such principles.

20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to
maximize opportunities for the participation of New York State business
enterprises, including minority and women-owned business enterprises as bidders,
subcontractors and suppliers on its procurement contracts.

Information on the availability of New York State subcontractors and suppliers
is available from:

     NYS Department of Economic Development
     Division for Small Business 30 South Pearl St -- 7th Floor Albany, New
     York 12245
     Telephone: 518-292-5220

A directory of certified minority and women-owned business enterprises is
available from:

     NYS Department of Economic Development
     Division of Minority AND Women's Business Development
     30 South Pearl St - 2nd Floor ALBANY, New YORK 12245
     HTTP://WWW.EMPIRE.STATE.NY.US

The Omnibus Procurement Act of 1992 requires that by signing this bid proposal
or contract, as applicable, Contractors certify. that whenever the total bid
amount is greater than $1 million:

(a) The Contractor has made reasonable efforts to encourage the participation of
New York State Business Enterprises as suppliers and subcontractors, including
certified minority and women-owned business enterprises, on this project, and
has retained the documentation of these efforts to be provided upon request to
the State;

(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972
(P.L. 92-261), as amended;


Page 3
<PAGE>
(c) The Contractor agrees to make reasonable efforts to provide notification to
New York State residents of employment opportunities on this project through
listing any such positions with the Job Service Division of the New York State
Department of Labor, or providing such notification in such manner as is
consistent with existing collective bargaining contracts or agreements. The
Contractor agrees to document these efforts and to provide said documentation to
the State upon request; and

(d) The Contractor acknowledges notice that the State may seek to obtain offset
credits from foreign countries as a result of this contract and agrees to
cooperate with the State in these efforts.

21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if
their principal place of business is located in a country, nation, province,
state or political subdivision that penalizes New York State vendors, and if the
goods or services they offer will be substantially produced or performed outside
New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter
684 and Chapter 383, respectively) require that they be denied contracts which
they would otherwise obtain. NOTE: As of May 15, 2002, the list of
discriminatory jurisdictions subject to this provision includes the states of
South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact
NYS Department of Economic Development for a current list of jurisdictions
subject to this provision.

22. PURCHASES OF APPAREL. In accordance with State Finance Law 162 (4-a), the
State shall not purchase any apparel from any vendor unable or unwilling to
certify that: (i) such apparel was manufactured in compliance with all
applicable labor and occupational safety laws, including, but not limited to,
child labor laws, wage and hours laws and workplace safety laws, and (ii) vendor
will supply, with its bid (or, if not a bid situation, prior to or at the time
of signing a contract with the State), if known, the names and addresses of each
subcontractor and a list of all manufacturing plants to be utilized by the
bidder.
<PAGE>
                                   (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
             The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237

Antonia C. Novello, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                  June 17, 2003

Ms. Karin Ajmani
Executive Director
CarePlus, LLC
21 Penn Plaza
360 West 31st Street 5th Floor
New York, NY 10001

Dear Ms. Ajmani:

     Enclosed for your signature are two copies of Appendix X which amends the
previously executed Family Health Plus contract between CarePlus, LLC and the
New York State Department of Health. The amendment incorporates revised
capitation rates for this contract effective April 1, 2003. The amendment also
adds Appendix Q, Federal Health Insurance Portability and Accountability Act
(HIPAA) Business Associate Agreement, to the contract relative to your
performance of facilitated enrollment services for Family Health Plus and
Medicaid.

     Please sign both copies of the amendment, fully complete the notary section
and have your signature notarized, and return both copies via express mail by
June 30, 2003, or sooner if possible, to:

                                  Deborah Smead
                            NYS Department of Health
                       Bureau of Intergovernmental Affairs
                            Coming Towers, Room 2074
                                Albany, NY 12237

     Upon receipt of the signed amendment, the Office of Managed Care will sign
and forward the amendment to the Office of the State Comptroller (OSC) and the
Centers for Medicare and Medicaid Services (CMS) for approval. We will provide
you with a copy of the OSC-approved amendment for your records.

     If you have any questions regarding the amendment, please contact me at
(518) 486-9015. Thank you for your cooperation in executing the amendment.

                                        Sincerely,


                                        /s/ Deborah Smead
                                        ----------------------------------------
                                        Deborah Smead
                                        Bureau of Intergovernmental Affairs
                                        Office of Managed Care

Enclosure
<PAGE>
                                   APPENDIX X

Agency Code 12000                       Contract No. C017699,
Period 4/1/03 - 9/30/03                 Funding Amount for Period
                                        Based on approved capitation rates

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through The
New York State Department of Health, having its principal office at Coming
Tower. Room 2001, Empire State Plaza, Albany NY 12237, (hereinafter referred to
as the STATE), and CarePlus, LLC, (hereinafter referred to as the CONTRACTOR),
to modify Contract Number C017699, as set forth below. The effective date of
these modifications is April 1, 2003.

     1.   The attached Table of Contents for Family Health Plus Model Contract
          is substituted for the period beginning April 1, 2003.

     2.   The attached Appendix L Approved Capitation Rates for the FHPlus
          Program is substituted for the period beginning April 1, 2003.

     3.   The attached Appendix 0 Federal Health Insurance Portability and
          Accountability Act ("HIPAA") Business Associate Agreement
          ("Agreement") is added for the period beginning April 1, 2003.

All other provisions of said AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.

CONTRACTOR SIGNATURE                    STATE AGENCY SIGNATURE


By: /s/ K. Ajmani                       By:
    ---------------------------------       ------------------------------------
     Karin Ajmani
    ---------------------------------
     Printed Name                           ------------------------------------
                                            Printed Name

Title: Executive Director               Title: Deputy Director, OMC
      -------------------------------         ----------------------------------
Date: 6/16/03                           Date: 3/17/05
      -------------------------------         ----------------------------------
                                        State Agency Certification:

                                        In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies of
                                        this contract.

STATE OF NEW YORK    )
                     ) SS.:
County of New York   )

On the 16th day of June 2005, before me personally appeared Karin Ajmani to me
known, who being by me duly sworn, did depose and say that he/she resides at New
York, NY, that he/she is the President & CEO of the CarePlus LLC d/b/a Care Plus
Health Plan, the corporation described herein which executed the foregoing
instrument and that he/she signed his/her name thereto by order of the board of
directors of said corporation.

                                                      Evelyn Huang
                                             Notary Public State of New York
                                                  Lic. No. 02HU6001118
                                              Qualified in New York County
                                            Commission expires March 13, 2006

(Notary)


/s/ E Huang
-------------------------------------
Notary


STATE COMPTROLLER'S SIGNATURE

Title:
       ------------------------------
Date:
      -------------------------------


                                     FHPLUS
                                   APPENDIX X
                                   APRIL 2003
                                        1
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
Contract Cover Page/Signature Page

Recitals

Section 1    Definitions

Section 2    Agreement Term, Amendments, Extensions, and General Agreement
             Administration Provisions
             2.1     Term
             2.2     Amendments
             2.3     Approvals
             2.4     Entire Agreement
             2.5     Renegotiation
             2.6     Assignment and Subcontracting
             2.7     Termination
                     a. SDOH Initiated Termination of Agreement
                     b. Contractor and SDOH Initiated Termination
                     c. Contractor Initiated Termination
                     d. Termination Due to Loss of Funding
             2.8     Close-Out Procedures
             2.9     Rights and Remedies
             2.10    Notices
             2.11    Severability

Section 3    Compensation
             3.1     Capitation Payments
             3.2     Modification of Rates During Agreement Period
             3.3     Rate Setting Methodology
             3.4     Payment of Capitation
             3.5     Denial of Capitation Payments
             3.6     SDOH Right to Recover Premiums
             3.7     Third Party Health Insurance Determination
             3.8     Supplemental Maternity Capitation Payment
             3.9     Contractor Financial Liability
             3.10    Reinsurance
             3.11    Enrollment Limitations

Section 4    Service Area

Section 5    FHPlus Eligibles
             5.1     Eligible Persons
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                       -1-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT
<TABLE>
<S>          <C>
Section 6    Enrollment
             6.1     Enrollment Guidelines
             6.2     Equality of Access to Enrollment
             6.3     Enrollment Decisions
             6.4     Prohibition Against Conditions on Enrollment
             6.5     Newborn Enrollment
             6.6     Effective Date of Enrollment
             6.7     Roster
             6.8     Automatic Re-Enrollment

Section 7    Initial Enrollment Period
             7.1     Initial Enrollment Period
             7.2     Disenrollment During Initial Enrollment Period
             7.3     Notifications Regarding Initial Enrollment Period and End
                     of Initial Enrollment Period

Section 8    Disenrollment
             8.1     Disenrollment Guidelines
             8.2     Disenrollment Prohibitions
             8.3     Reasons for Voluntary Disenrollment
             8.4     Processing of Disenrollment Requests
             8.5     Contractor Notification of Disenrollments
             8.6     Contractor's Liability
             8.7     Enrollee Initiated Disenrollment
             8.8     Contractor Initiated Disenrollment
             8.9     LDSS Initiated Disenrollment

Section 9    Guaranteed Eligibility

Section 10   Benefit Package, Covered and Non-Covered Services
             10.1    Contractor Responsibilities
             10.2    Compliance with Applicable Laws
             10.3    Definitions
             10.4    Provision of Services Through Participating and
                     Non-Participating Providers
             10.5    Child Teen Health Program / Adolescent Preventive
                     Services/EPSDT
             10.6    Adult Protective Services
             10.7    Court-Ordered Services
             10.8    Family Planning and Reproductive Health Services
             10.9    Prenatal Care
             10.10   Direct Access
             10.11   Emergency Services
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                       -2-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             10.12   Services for Which Enrollees Can Self-Refer.
                     a. Behavioral Health Services
                     b. Vision Services
                     c. Diagnosis and Treatment of Tuberculosis
                     d. Family Planning/Reproductive Health
             10.13   Second Opinions for Medical or Surgical Care
             10.14   Coordination with Local Public Health Agencies
             10.15   Public Health Services
                     a. Tuberculosis Screening, Diagnosis and Treatment;
                        Directly Observed Therapy (TB/DOT)
                     b. Immunizations
                     c. Prevention and Treatment of Sexually Transmitted
                        Diseases
                     d. Lead Poisoning
             10.16   Adults with Chronic Illnesses and Physical or Developmental
                     Disabilities
             10.17   Persons Requiring Ongoing Mental Health Services
             10.18   Member Needs Relating to HIV
             10.19   Persons Requiring Chemical Dependence Services
             10.20   Native Americans
             10.21   Women, Infants, and Children (WIC)
             10.22   Coordination of Services
             10.23   Hospice Services

Section 11   Marketing
             11.1    Marketing Plan
             11.2    Marketing Activities
             11.3    Prior Approval of Marketing Materials, Procedures,
                     Subcontracts
             11.4    Marketing Infractions
             11.5    Additional Marketing Guidelines

Section 12   Member Services
             12.1    General Functions
             12.2    Translation and Oral Interpretation
             12.3    Communicating with the Visually, Hearing and Cognitively
                     Impaired

Section 13   Enrollee Notification
             13.1    Provider Directories/Office Hours for Participating
                     Providers
             13.2    Member ID Cards
             13.3    Member Handbooks
             13.4    Notification of Effective Date of Enrollment
             13.5    Notification of Enrollee Rights
             13.6    Enrollee's Rights To Advance Directives
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                       -3-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             13.7    Approval of Written Notices
             13.8    Contractor's Duty to Report Lack of Contact
             13.9    Contractor Responsibility to Notify Enrollee of Expected
                     Effective Date of Enrollment
             13.10   LDSS Notification of Enrollee's Change in Address
             13.11   Contractor Responsibility to Notify Enrollee of Effective
                     Date of Benefit Package Change
             13.12   Contractor Responsibility to Notify Enrollee of
                     Termination, Service Area Changes and Network Changes

Section 14   Complaint and Appeal Procedure
             14.1    Contractor's Program to Address Complaints
             14.2    Notification of Complaint and Appeal Program
             14.3    Guidelines for Complaint and Appeal Program
             14.4    Complaint Investigation Determinations

Section 15   Access Requirements
             15.1    Appointment Availability Standards
             15.2    Twenty-four (24) Hour Access
             15.3    Appointment Waiting Times
             15.4    Travel Time Standards
             15.5    Service Continuation
                     a. New Enrollees
                     b. Enrollees Whose Health Care Provider Leaves the Network
             15.6    Standing Referrals
             15.7    Specialist as a Coordinator of Primary Care
             15.8    Specialty Care Centers

Section 16   Quality Assurance
             16.1    Internal Quality Assurance Program
             16.2    Standards of Care

Section 17   Monitoring and Evaluation
             17.1    Right To Monitor Contractor Performance
             17.2    Cooperation During Monitoring And Evaluation
             17.3    Cooperation During Annual On-Site Review'
             17.4    Cooperation During Review of Services by External Review
                     Agency

Section 18   Contractor Reporting Requirements
             18.1    Time Frames for Report Submissions
             18.2    SDOH Instructions for Report Submissions
             18.3    Liquidated Damages
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                       -4-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             18.4    Notification of Changes in Report Due Dates, Requirements
                     or Formats
             18.5    Reporting Requirements
                     a. Annual Financial Statements
                     b. Quarterly Financial Statements
                     c. Other Financial Reports
                     d. Encounter Data
                     e. Quality of Care Performance Measures
                     f. Complaint Reports
                     g. Fraud and Abuse Reporting Requirements
                     h. Participating Provider Network Reports
                     i. Appointment Availability/Twenty-Four Hour (24)
                        Access and Availability Surveys
                     j. Clinical Studies
                     k. Independent Audits
                     1. New Enrollee Health Screening Completion-Report
                     m. No Contact Report
                     n. Additional Reports
                     o. LDSS Specific Reports
             18.6    Ownership and Related Information Disclosure
             18.7    Revision of Certificate of Authority
             18.8    Public Access to Reports
             18.9    Professional Discipline
             18.10   Certification Regarding Individuals Who Have Been Debarred
                     or Suspended by Federal or State Government
             18.11   Conflict of Interest Disclosure
             18.12   Physician Incentive Plan Reporting

Section 19   Records Maintenance and Audit Rights
             19.1    Maintenance of Contractor Performance Records
             19.2    Maintenance of Financial Records and Statistical Data
             19.3    Access to Contractor Records
             19.4    Retention Periods

Section 20   Confidentiality
             20.1    Confidentiality of Identifying Information about FHPLUS
                     Enrollees and Applicants
             20.2    Confidentiality of Medical Records .
             20.3    Length of Confidentiality Requirements

Section 21   Participating Providers
             21.1    Network Requirements
             21.2    Credentialing
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                       -5-
<PAGE>
           TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             21.3    SDOH Exclusion or Termination of Providers
             21.4    Evaluation Information
             21.5    Payment In Full
             21.6    Choice/Assignment of PCPs
             21.7    PCP Changes
             21.8    PCP Status Changes
             21.9    PCP Responsibilities
             21.10   Member to Provider Ratios
             21.11   Minimum Office Hours
             21.12   Primary Care Practitioners
             21.13   PCP Teams
             21.14   Hospitals
             21.15   Dental Networks
             21.16   Behavioral Health Services Providers
             21.17   Laboratory Procedures
             21.18   Federally Qualified Health Centers (FQHCs)
             21.19   Provider Services Function

Section 22   Subcontracts and Provider Agreements
             22.1    Written Subcontracts
             22.2    Permissible Subcontracts
             22.3    Provision of Services Through Provider Agreements
             22.4    Approvals
             22.5    Required Components
             22.6    Timely Payment
             22.7    Restrictions on Disclosure
             22.8    Transfer of Liability
             22.9    Termination of Health Care Professional Agreements
             22.10   Health Care Professional Hearings
             22.11   Non-Renewal of Provider Agreements
             22.12   Physician Incentive Plan

Section 23   Fraud and Abuse Prevention Plan

Section 24   Americans With Disabilities Act Compliance Plan

Section 25   Fair Hearings
             25.1    Enrollee Access to Fair Hearing Process
             25.2    Enrollee Rights to a Fair Hearing
             25.3    Contractor Notice to Enrollees
             25.4    Aid Continuing
             25.5    Responsibilities of SDOH
             25.6    Contractor's Obligations
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                       -6-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
Section 26   External Appeal
             26.1    Basis for External Appeal
             26.2    Eligibility For External Appeal
             26.3    External Appeal Determinations
             26.4    Compliance With External Appeal Laws and Regulations

Section 27   Intermediate Sanctions

Section 28   Environmental Compliance

Section 29   Energy Conservation

Section 30   Independent Capacity of Contractor

Section 31   No Third Party Beneficiaries

Section 32   Indemnification
             32.1    Indemnification by Contractor
             32.2    Indemnification by SDOH

Section 33 Prohibition on Use of Federal Funds for Lobbying
             33.1    Prohibition of Use of Federal Funds for Lobbying
             33.2    Disclosure Form to Report Lobbying
             33.3    Disclosure Requirements for Subcontractors

Section 34 Non-Discrimination
             34.1    Equal Access to Benefit Package
             34.2    Non-discrimination
             34.3    Equal Employment Opportunity
             34.4    Native Americans Access to Services From Tribal or Urban
                     Indian Health Facility

Section 35 Compliance with Applicable Laws
             35.1    Contractor and SDOH Compliance With Applicable Laws
             35.2    Nullification of Illegal, Unenforceable, Ineffective or
                     Void Agreement Provisions
             35.3    Certificate of Authority Requirements
             35.4    Contractor's Financial Solvency Requirements
             35.5    Compliance With Care For Maternity Patients
             35.6    Informed Consent Procedures for Hysterectomy and
                     Sterilization
             35.7    Non-Liability of Enrollees For Contractor's Debts
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                       -7-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

<TABLE>
<S>          <C>
             35.8    SDOH Compliance With Conflict of Interest Laws
             35.9    Compliance With PHL Regarding External Appeals

Section 36   New York State Standard Contract Clauses

Section 37   Miscellaneous
</TABLE>


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                       -8-
<PAGE>
             TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

                                   APPENDICES

           NEW YORK STATE STANDARD CLAUSES AND LOCAL STANDARD CLAUSES

B.   Certification Regarding Lobbying

B-1. Standard Contract/Bid Insert Form

C.   New York State Department of Health FHPlus Guidelines for the Provision of
     Family Planning and Reproductive Health Services

D.   New York State Department of Health FHPLUS Marketing Guidelines

E.   New York State Department of Health FHPlus Member Handbook Guidelines

F.   New York State Department of Health FHPLUS Complaint and Appeals Program
     Guidelines

G.   New York State Department of Health Guidelines for the Provision of
     Emergency Care and Services for the FHPlus Program

H.   New York State Department of Health Guidelines for the Processing of
     Enrollments and Disenrollments for the FHPlus Program

I.   New York State Department of Health Guidelines for Use of Medical Residents
     in the FHPlus Program

J.   New York State Department of Health Guidelines for FHPlus Compliance with
     the Americans with Disabilities Act

K.   New York State Department of Health FHPlus Prepaid Benefit Package
     Definitions of Covered and Non-Covered Services

L.   Approved Capitation Payment Rates for the FHPlus Program

M.   Service Area for the FHPLUS Program

N.   Proof of Worker's Compensation Coverage

O.   Proof of Disability Insurance Coverage


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                       -9-
<PAGE>
           TABLE OF CONTENTS FOR FAMILY HEALTH PLUS MODEL CONTRACT

     FHPlus Facilitated Enrollment, if applicable

0.   Federal Health Insurance Portability and Accountability Act ("HIPAA")
     Business Associate Agreement ("Agreement"), if applicable

X.   Modification Agreement Form


                                     FHPLUS
                                TABLE OF CONTENTS
                                  APRIL 1, 2003
                                      -10-
<PAGE>
                                 CAREPL US, LLC

                            FAMILY HEALTH PLUS RATES
                 EFFECTIVE APRIL 1, 2003 THROUGH MARCH 31, 2004

<TABLE>
<CAPTION>
         ADULTS WITH   ADULTS WITHOUT   ADULTS WITHOUT
           CHILDREN       CHILDREN         CHILDREN      MATERNITY
COUNTY     19 - 64         19 - 29          30 - 64         KICK
------   -----------   --------------   --------------   ---------
<S>      <C>           <C>              <C>              <C>
NYC        $245.19         $262.33          $344.81      $4,363.06
</TABLE>

OPTIONAL BENEFITS INCLUDED IN THE ABOVE RATES:
FAMILY PLANNING: YES   DENTAL: YES
<PAGE>
                                   APPENDIX Q
     FEDERAL HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT ("I IPAA")
                   BUSINESS ASSOCIATE AGREEMENT ("AGREEMENT")

With respect to its performance of facilitated enrollment services for Family
Health Plus and Medicaid, the Contractor shall comply with the following:

I.   Definitions:

          (a)  "Business Associate" shall mean the CONTRACTOR.

          (b)  "Covered Program" shall mean the STATE.

          (c)  Other terms used, but not otherwise defined, in this Agreement
               shall have the same meaning as those terms in the federal Health
               Insurance Portability and Accountability Act of 1996 ("HIPAA")
               and its implementing regulations, including those at 45 CFR Parts
               160 and 164.

II.  Obligations and Activities of the Business Associate:

          (a)  The Business Associate agrees to not use or further disclose
               Protected Health Information other than as permitted or required
               by this Agreement or as required by law.

          (b)  The Business Associate agrees to use the appropriate safeguards
               to prevent use or disclosure of the Protected Health Information
               other than as provided for by this Agreement.

          (c)  The Business Associate agrees to mitigate, to the extent
               practicable, any harmful effect that is known to the Business
               Associate of a use or disclosure of Protected Health Information
               by the Business Associate in violation of the requirements of
               this Agreement.

          (d)  The Business Associate agrees to report to the Covered Program,
               any use or disclosure of the Protected Health Information not
               provided for by this Agreement, as soon as reasonably practicable
               of which it becomes aware.

          (e)  The Business Associate agrees to ensure that any agent, including
               a subcontractor, to whom it provides Protected Health Information
               received from, or created or received by the Business Associate
               on behalf of the Covered Program agrees to the same restrictions
               and conditions that apply through this Agreement to the Business
               Associate with respect to such information.


                                     FHPLUS
                                   APPENDIX Q
                                        1
<PAGE>
          (f)  The Business Associate agrees to provide access, at the request
               of the Covered Program, and in the time and manner designated by
               the Covered Program, to Protected Health Information in a
               Designated Record Set, to the Covered Program or, as directed by
               the Covered Program, to an Individual in order to meet the
               requirements under 45 CFR 164.524, if the Business Associate has
               Protected Health Information in a designated record set.

          (g)  The Business Associate agrees to make any amendment(s) to
               Protected Health Information in a designated record set that the
               Covered Program directs or agrees to pursuant to 45 CFR 164.526
               at the request of the Covered Program or an Individual, and in
               the time and manner designated by Covered Program, if the
               Business Associate has Protected Health Information in a
               designated record set.

          (h)  The Business Associate agrees to make internal practices, books,
               and records relating to the use and disclosure of Protected
               Health Information received from, or created or received by the
               Business Associate on behalf of, the Covered Program available to
               the Covered Program, or to the Secretary of Health and Human
               Services, in a time and manner designated by the Covered Program
               or the Secretary, for purposes of the Secretary determining the
               Covered Program's compliance with the Privacy Rule.

               The Business Associate agrees to document such disclosures of
               Protected Health Information and information related to such
               disclosures as would be required for Covered Program to respond
               to a request by an Individual for an accounting of disclosures of
               Protected Health Information in accordance with 45 CFR 164.528.

          (i)  The Business Associate agrees to provide to the Covered Program
               or an Individual, in time and manner designated by Covered
               Program, information collected in accordance with this Agreement,
               to permit Covered Program to respond to a request by an
               Individual for an accounting of disclosures of Protected Health
               Information in accordance with 45 CFR 164.528.

III. Permitted Uses and Disclosures by Business Associate

          (a)  General Use and Disclosure Provisions

               Except as otherwise-limited in this Agreement, the Business
               Associate may use or disclose Protected Health Information to
               perform functions, activities, or services for, or on behalf of,
               the Covered Program as specified in the Agreement to which this
               is an addendum, provided that such use or disclosure would not
               violate the Privacy Rule if done by Covered Program.


                                     FHPLUS
                                   APPENDIX Q
                                        2
<PAGE>
          (b)  Specific Use and Disclosure Provisions

               (1)  Except as otherwise limited in this Agreement, the Business
                    Associate may disclose Protected Health Information for the
                    proper management and administration of the Business
                    Associate, provided that disclosures are required by law, or
                    Business Associate obtains reasonable assurances from the
                    person to whom the information is disclosed that it will
                    remain confidential and used or further disclosed only as
                    required by law or for the purpose for which it was
                    disclosed to the person, and the person notifies the
                    Business Associate of any instances of which it is aware in
                    which the confidentiality of the information has been
                    breached.

               (2)  Except as otherwise limited in this Agreement, Business
                    Associate may use Protected Health Information for the
                    proper management and administration of the Business
                    Associate or to carry out its legal responsibilities and to
                    provide Data Aggregation services to Covered Program as
                    permitted by 45 CFR 164.504(e)(2)(i)(B). Data Aggregation
                    includes the combining of protected information created or
                    received by a Business Associate through its activities
                    under this Agreement with other information gained from
                    other sources.

               (3)  The Business Associate may use Protected Health Information
                    to report violations of law to appropriate federal and State
                    authorities, consistent with 45 CFR Section 164.502(j)(1).

IV.  Obligations of Covered Program

     Provisions for the Covered Program To Inform the Business Associate of
     Privacy Practices and Restrictions

          (a)  The Covered Program shall notify the Business Associate of any
               limitation(s) in its notice of privacy practices of the Covered
               Program in accordance with 45 CFR 164.520, to the extent that
               such limitation may affect the Business Associate's use or
               disclosure of Protected Health Information.

          (b)  The Covered Program shall notify the Business Associate of any
               changes in, or REVOCATION of, permission by the Individual to use
               or disclose Protected Health Information to the extent that such
               changes may affect the Business Associate's use or disclosure of
               Protected Health Information.

          (c)  The Covered Program shall notify the Business Associate of any
               restriction to the use or disclosure of Protected Health
               Information that the Covered Program has agreed to in accordance
               with 45 CFR 164.522, to the extent that such restriction may
               affect the Business Associate's use or disclosure of Protected
               Health Information.


                                     FHPLUS
                                   APPENDIX Q
                                        3
<PAGE>
V.   Permissible Requests by Covered Program

     The Covered Program shall not request the Business Associate to use or
     disclose Protected Health Information in any manner that would not be
     permissible under the Privacy Rule if done by Covered Program, except if
     the Business Associate will use or disclose protected health information
     for, and the contract includes provisions for, data aggregation or
     management and administrative activities of Business Associate.

VI.  Term and Termination

          (a)  Term. The Term of this Agreement shall be effective as of the
               date noted on page one of this Agreement, at the end of which
               time all of the Protected Health Information provided by Covered
               Program to Business Associate, or created or received by Business
               Associate on behalf of Covered Program, shall be destroyed or
               returned to Covered Program in accordance with paragraph (c) of
               this section.

          (b)  Termination for Cause. Upon the Covered Program's knowledge of a
               material breach by Business Associate, Covered Program may
               provide an OPPORTUNITY for the Business Associate to cure the
               breach and end the violation or may terminate this Agreement and
               the master Agreement if the Business Associate does not cure the
               breach AND end the violation within the time specified by Covered
               Program, or the Covered Program may immediately terminate this
               Agreement and the master Agreement if the Business Associate has
               breached a material term of this Agreement and cure is not
               possible. If the Covered Program terminates this Agreement for
               cause under this paragraph, all Protected Health Information
               provided by Covered Program to Business Associate, or created or
               received by Business Associate on behalf of Covered. Program,
               shall be destroyed or returned to the Covered Program in
               accordance with paragraph (c) of this section.

          (c)  Effect of Termination.

               (i)  Upon termination of this Agreement for any reason, Protected
                    Health Information provided to Business Associate on either
                    the Growing Up Healthy or Access New York Health Care
                    applications that have been fully processed by Business
                    Associate shall be destroyed by Business Associate, or, if
                    it is infeasible for Business Associate to destroy such
                    information, Business Associate shall provide to the Covered
                    Program notification of the conditions that make destruction
                    infeasible and, upon mutual agreement of the Parties, return
                    Protected Health Information to the Covered Program.


                                     FHPLUS
                                   APPENDIX Q
                                        4
<PAGE>
                                   (DOH LOGO)
                                STATE OF NEW YORK
                              DEPARTMENT OF HEALTH

                                  Corning Tower
          The Governor Nelson A. Rockefeller Empire State Plaza
                             Albany, New York 12237

Antonia C. Novello, M.D., M.P.H., Dr.P.H.          Dennis P. Whalen
Commissioner                                       Executive Deputy Commissioner

                                December 3, 2002

Ms. Karin Ajmani
Executive Director
CarePlus, LLC
21 Penn Plaza
360 West 31st Street, 5th Floor
New York, NY 10001

Dear Ms. Ajmani:

     Enclosed for your records is a copy of the fully executed amendment to your
Family Health Plus contract (approved by the Office of the State Comptroller)
which incorporates revised capitation rates effective October 1, 2002. The
amendment also incorporates revisions to the contract resulting from changes to
the alcohol and substance abuse services delivery system generated by the Office
of Alcohol and Substance Abuse Services (OASAS).

     Thank you for your cooperation in executing this amendment. If you have any
questions regarding the enclosed document, please contact me at (518) 473-1584.

                                        Sincerely,


                                        /s/ Deborah Smead
                                        ----------------------------------------
                                        Deborah Smead
                                        Bureau of Intergovernmental Affairs
                                        Office of Managed Care

Enclosure
<PAGE>
This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through The
New York State Department of Health, having its principal office at Coming
Tower, Room 2001, Empire State Plaza, Albany NY 12237, (hereinafter referred to
as the STATE), and CarePlus, LLC, (hereinafter referred to as the CONTRACTOR),
to modify Contract Number C017699 as set forth below. The effective date of
these modifications is October 1, 2002.

1.   The definition of "Alcohol and Substance Abuse Services" is deleted from
     section 1 Definitions.

2.   The definition of "Behavioral Health Services" in section 1 Definitions is
     amended to read as follows:

"BEHAVIORAL HEALTH Services" means services to address mental health disorders
and/or chemical dependence.

3.   A definition of "Chemical Dependence Services" is added to section 1
     Definitions and reads as follows:

"CHEMICAL DEPENDENCE SERVICES" means examination, diagnosis, level of care
determination, treatment, rehabilitation, or habilitation of persons suffering
from chemical abuse or dependence, and includes the provision of alcohol and/or
substance abuse services.

4.   A definition of "Detoxification Services" is added to section 1 Definitions
     and reads as follows:

"DETOXIFICATION Services" means Medically Managed Detoxification Services and
Medically Supervised Inpatient and Outpatient Withdrawal Services as defined in
Appendix K.

5.   Paragraph (el of section 5.1 Eligible Persons is amended to read as
     follows:

          e)   Not in receipt of health care coverage or insurance, unless it is
               one of the excepted benefits as defined by the Health Insurance
               Portability and Accountability Act listed below:

               i)   accident-only coverage or disability income insurance

               ii)  coverage issued as a supplement to liability insurance

               iii) liability insurance, including auto insurance


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2002

                                   APPENDIX X
<PAGE>
Agency Code 12000 Contract No. C017699 (F BUREAU OF (INTER)GOVERNMENTAL AFFAIRS)

Period 10/1/02 - 9/30/03   Funding Amount for Period Based on approve calm a ___
<PAGE>
               iv)  workers compensation or similar insurance

               v)   automobile medical payment insurance

               vi)  credit-only insurance

               vii) coverage for on-site medical clinics

               viii) dental-only, vision-only, or long-term care insurance

               ix)  specified disease coverage

               x)   hospital indemnity or other fixed dollar indemnity coverage

               xi)  Medicare supplemental only or CHAMPUS supplemental coverage.

6.   Paragraphs (a) and (b) of section 10.7 Court Ordered Services are amended
     to read as follows:

               The Contractor shall provide any Benefit Package services to
               Enrollees ordered by a court of competent jurisdiction regardless
               of whether the court order requires such services be provided by
               a Participating Provider within the Contractor's network or a
               Non-Participating Provider. Non-Participating Providers shall be
               reimbursed by the Contractor at the Medicaid fee schedule. The
               Contractor is responsible for court-ordered services to the
               extent that such services are covered and reimbursable by Family
               Health Plus.

          b)   Court Ordered Services are those services ordered by the court
               performed by, or under the supervision of a physician, dentist,
               or other provider qualified under State Law to furnish medical,
               dental, behavioral health, or other FHPlus covered services. The
               Contractor is responsible for payment of those FHPlus services
               covered by the Benefit Package even when the providers are not in
               the Contractor's provider network.

7.   Paragraph (e) of section 10.11 Emergency Services is amended to read as
     follows:

          e)   Emergency transportation is included in the Contractor's Benefit
               Package. The Contractor shall provide reimbursement for all
               emergency ambulance services without regard to final diagnosis or
               prudent layperson standards.

8.   Paragraph (a) of section 10.12 Services for Which Enrollees Can Self-Refer
     is amended to read as follows:

          a)   Behavioral Health Services

               The Contractor will allow Enrollees to make a self referral for
               one mental health assessment from a Participating Provider and
               one Chemical Dependence assessment from a Chemical Dependence
               Participating Provider in any calendar year period without
               requiring pre-authorization or referral from the Enrollee's
               Primary Care Provider.


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2002
                                        2
<PAGE>
               i)   The Contractor shall make available to all Enrollees a
                    complete listing of its participating Behavioral Health
                    Services providers.

               ii)  The Contractor will also ensure that its Participating
                    Providers have available and use formal assessment
                    instruments to identify Enrollees requiring Behavioral
                    Health Services and to determine the types of services that
                    should be furnished.

               iii) The Contractor will implement policies and procedures to
                    ensure that Enrollees receive follow-up Benefit Package
                    services from appropriate providers based on the findings of
                    their behavioral health assessments.

               iv)  The Contractor will implement policies and procedures to
                    ensure that Enrollees are referred to appropriate Chemical
                    Dependence providers based on the findings of the Chemical
                    Dependence assessment by the Contractor's Participating
                    Provider.

9.   Paragraphs (c) and (d) of section 10.17 Persons Requiring Ongoing Mental
     Health Services are amended to read as follows:

          c)   Satisfactory case management systems or satifactory case
               management.

          d)   Satisfactory systems for coordinating service delivery among
               physical health and behavioral health providers, and coordinating
               services with other available services, including social
               services.

10.  Section 10.19 Persons Requiring Alcohol/Substance Abuse Services is amended
     to read as follows:

     10.19 Persons Requiring Chemical Dependence Services

     The Contractor will have in place all of the following for its Enrollees
     requiring Chemical Dependence Services:

          a)   Participating Provider networks consisting of licensed providers,
               as defined in Section 21.16 of this Agreement.

          b)   Satisfactory methods for identifying persons requiring such
               services and encouraging self-referral and early entry into
               treatment. In the case of pregnant women, having methods for
               referring to OASAS for appropriate services beyond the
               Contractor's Benefit Package (e.g., halfway houses).

          c)   Satisfactory systems of care (provider networks and referral
               processes sufficient to ensure that emergency services can be
               provided in a timely manner), including crisis services.

          d)   Satisfactory case management systems.


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2002
                                        3
<PAGE>
          e)   Satisfactory systems for coordinating service delivery between
               physical health and behavioral health providers, and coordinating
               in-plan services with other services, including Social Services.

     The Contractor also agrees to participate in the local planning process for
     serving persons with chemical dependence, to the extent requested by the
     LDSS. At the LDSS's discretion, the Contractor will develop linkages with
     local governmental units on coordination procedures and standards related
     to Chemical Dependence Services and related activities.

11.  Paragraph (i) of section 10.22 Coordination of Services is amended to read
     as follows:

     local governmental units responsible for public health, mental health,
     mental retardation or chemical dependence services; and

12.  Section 13.2 (a) Member ID Cards is amended to read as follows:

          a)   The Contractor must issue an identification card to the Enrollee
               containing the following information:

               i.   the name of the Enrollee's clinic (if applicable);

               ii.  the name of the Enrollee's PCP and the PCP's telephone
                    number;

               iii. the member services toll free telephone number;

               iv.  the twenty-four (24) hour toll free telephone number that
                    Enrollees may use to access information on obtaining
                    services when his/her PCP is not available; and

               v.   the Enrollee's Client Identification Number (CIN).

13.  Section 21.16 Mental Health, Alcohol and Substance Abuse Providers is
     amended to read as follows:

     21.16 Behavioral Health Services Providers

          The Contractor will include a full array of mental health and Chemical
          Dependence Services providers in its networks in sufficient numbers to
          assure accessibility to Benefit Package services on the part of
          Enrollees, using either individual, appropriately licensed
          practitioners or New York State Office of Mental Health (OMH) and
          Office of Alcohol and Substance Abuse Services (OASAS) licensed
          programs and clinics, or both.

          The State defines Behavioral Health Services providers to include the
          following: Individual Practitioners, Psychiatrists, Psychologists,
          Psychiatric Nurse Practitioners, Psychiatric Clinical Nurse
          Specialists, Licensed Certified Social Workers, OMH and OASAS Programs
          and Clinics, and providers of Mental Health and/or Chemical Dependence
          Services certified or licensed pursuant to Articles 23 or 31 of Mental


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2002
                                        4
<PAGE>
          Hygiene Law, as appropriate. OASAS programs include Certified Drug and
          Alcohol Counselors employed only by OASAS licensed programs.

14.  Section 21 Participating Providers is amended to add paragraph 21.20 to
     read as follows:

     21.20 Pharmacies

The Contractor must include network pharmacies in sufficient numbers to meet the
following distance/travel time standards:

-    Non-Metropolitan areas - 30 miles/30 minutes.

-    Metropolitan areas - 30 minutes by public transportation.

Transport time and distance in rural areas may be greater than thirty (30)
minutes or thirty (30) miles only if based on the community standard for
accessing care or if by Enrollee choice. Where greater, the exceptions must be
justified and documented by SDOH on the basis of community standards.

The Contractor also must contract with twenty-four (24) hour pharmacies and must
ensure that all Enrollees have access to at least one such pharmacy within
thirty (30) minutes travel time (by car or public transportation) from the
Enrollee's residence, unless none are located within such a distance. If none
are located within thirty (30) minutes travel time, the Contractor must include
the closest site in its network.

For certain conditions, such as hemophilia, PKU, and cystic fibrosis, the
Contractor is encouraged to make pharmacy arrangements with specialty centers
treating these conditions, when such centers are able to demonstrate quality and
cost effectiveness.

The Contractor may make use of mail order prescription deliveries, where
clinically appropriate and desired by the Enrollee.

The Contractor may utilize its existing formularies and may employ the services
of a Pharmacy Benefit Manager or Utilization Review agent, provided that such
manager or agent covers all therapeutic classes and maintains an internal and
external review process for medical exceptions.

15.  The first paragraph of the definition of Vision Services in Appendix K New
     York State Department of Health Family Health Plus Prepaid Benefit
     Package Definitions of Covered and Non-covered Services is amended to read
     as follows:

Emergency, preventive and routine eye care are covered. Eye care includes the
services of optometrists, ophthalmologists and ophthalmic dispensers, and
includes eyeglasses, medically necessary contact lenses and polycarbonate
lenses, artificial eyes (stock or custom-made), low vision aids and low vision
services. Eye care coverage includes the replacement of lost or


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2002
                                        5
<PAGE>
destroyed eyeglasses. The replacement of the complete pair of eyeglasses should
duplicate the original prescription and frames. Coverage also includes the
repair or replacement of parts in situations where the damage is the result of
causes other than defective workmanship. Replacement parts should duplicate the
original prescription and frames. Repairs to and replacements of frames and/or
lenses must be rendered as needed.

16.  The definitions of "Mental Health/Alcohol and Substance Abuse Services
     (Outpatient Services)" and "Mental Health/Alcohol and Substance Abuse.
     Services (Inpatient Services)" are deleted from Appendix K New York State
     Department of Health Family Health Plus Prepaid Benefit Package Definitions
     of Covered and Non-covered Services and are replaced by a definition of
     Behavioral Health Services in Appendix K, which reads as follows:

BEHAVIORAL HEALTH SERVICES

Behavioral Health Services include Chemical Dependence and Mental Health
Services with a combined service limit of 30 inpatient days and 60 outpatient
visits in a calendar year except for Detoxification Services (Medically Managed
Inpatient Detoxification and Medically Supervised Inpatient and Outpatient
Withdrawal Services). Detoxification Services are not subject to these service
limits but persons may self-refer for an assessment only once a year in
accordance with paragraph F of section I and paragraph C of section II of this
Appendix.

I.   Chemical Dependence Services

     Chemical Dependence Services in the Benefit Package include inpatient and
     outpatient rehabilitation and treatment services, including Detoxification
     Services as described below.

          A.   Detoxification Services

               1.   Medically Managed Inpatient Detoxification

                    Medically Managed Inpatient Detoxification Programs operated
                    in accordance with the standards set forth in 14 NYCRR
                    Section 816.6, or when applicable, under Article 28 of the
                    Public Health Law (P.H.L.). All of these standards are
                    incorporated by reference into this Agreement as if fully
                    set forth herein.

               2.   Medically Supervised Withdrawal

                    Medically Supervised Inpatient Withdrawal

                    Medically Supervised Inpatient Withdrawal Programs operated
                    in accordance with the standards set forth in 14 NYCRR
                    Section 816.7, which is incorporated by reference into this
                    Agreement as if fully set forth herein.


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2002
                                        6
<PAGE>
     b.   Medically Supervised Outpatient Withdrawal

          Medically Supervised Outpatient Withdrawal Programs offering treatment
          provided pursuant to the standards in 14 NYCRR Section 816.7 (f), (g),
          and (h), which are incorporated by reference into this Agreement as if
          fully set forth herein.

B.   Chemical Dependence Inpatient Rehabilitation and Treatment Services

     Chemical Dependence Inpatient Rehabilitation and Treatment Services
     provided in accordance with the standards set forth in 14 NYCRR Part 1034
     and/or 14 NYCRR Section 381.4 or when promulgated in final form, 14 NYCRR
     Part 818. All of these regulations are incorporated by reference into this
     Agreement as if fully set forth herein.

C.   Outpatient Substance Abuse Programs, Alcohol Outpatient Clinics, or
     Medically Supervised Ambulatory Chemical Dependence Outpatient Programs

     Outpatient Substance Abuse Programs, Alcohol Outpatient Clinics, or
     Medically Supervised Ambulatory Chemical Dependence Outpatient Programs
     operated in accordance with 14 NYCRR Part 1035, 14 NYCRR Part 380, or 10
     NYCRR Part 751 or when promulgated in final form, 14 NYCRR Part 822. All of
     these regulations are incorporated by reference into this Agreement as if
     fully set forth herein.

D.   Outpatient Alcoholism Rehabilitation Programs or Chemical Dependence
     Outpatient Rehabilitation Programs

     Outpatient Alcoholism Rehabilitation Programs or Chemical Dependence
     Outpatient Rehabilitation Programs operated in accordance with 14 NYCRR
     Part 380 or when promulgated in final, 14 NYCRR Part 822, both of which are
     incorporated by reference into this Agreement as if fully set forth herein.

E.   Outpatient Chemical Dependence for Youth Programs

     Outpatient Chemical Dependence for Youth Programs (OCDY) operated in
     accordance with 14 NYCRR Part 823, which is incorporated by reference into
     this Agreement as if fully set forth herein.

F.   Chemical Dependence Assessment Self-Referral

     Enrollees must be allowed to self-refer for one (1) assessment from a
     Contractor's participating provider in a calendar year.


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2002
                                        7
<PAGE>
H.   Mental Health Services

     A.   Inpatient Services

          The Contractor is financially responsible for providing all inpatient
          Mental Health services, including voluntary or involuntary hospital
          admissions for mental health services. The Contractor may provide the
          covered benefit for medically necessary mental health inpatient
          services through hospitals licensed pursuant to Article 28 of the New
          York State P.H.L.

     B.   Outpatient Services

          Include but are not limited to: assessment, stabilization, treatment
          planning, discharge planning, verbal therapies, education, symptom
          management, case management services, crisis intervention and outreach
          services, chlozapine monitoring and collateral services as certified
          by OMH. Services may be provided in-home, office or the community.
          Services may be provided by licensed OMH providers or by other
          providers of mental health services, including clinical psychologists
          and physicians. Further information regarding service coverage is
          provided in the following MMIS Provider Manuals: Clinic, Ambulatory
          Services for Mental Illness (Clinic Treatment Program), Clinical
          Psychology, and Physician (Psychiatric Services).

     C.   Mental Health Assessment Self-Referral

          Enrollees must be allowed to self-refer for one (1) Mental Health
          assessment from a Contractor's Participating Provider in a calendar
          year.

17.  The attached Appendix L Approved Capitation Rates for the FHPlus Program is
     substituted for the period beginning October 1, 2002.

18.  The attached Schedule I of Appendix P Facilitated Enrollment Reimbursement
     is substituted for the period beginning October 1, 2002.

All other provisions of said AGREEMENT shall remain in full force and effect.


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2002
                                        8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
dates appearing under their signatures.

CONTRACTOR SIGNATURE                    STATE OF AGENCY SIGNATURE


                                        By:
-------------------------------------       ------------------------------------

-------------------------------------   -------------------------------------
             Printed Name                            Printed Name

Title: CEO                              Title: CEO

Date: ___________                       Date: ___________

                                        State Agency Certification:

                                        In addition to the acceptance of this
                                        contract, I also certify that original
                                        copies of this signature page will be
                                        attached to all other exact copies of
                                        contract.

STATE OF NEW YORK       )
                        )   SS:
County of __________    )
(Notary)

Date _____ 2002

the corporation described herein which executed the foregoing instrument; and
that he/she signed his/her name thereto by order of the board of directors of
said corporation.

On the _____ day of _______________ 20__, before me ____________________________
_________________________________________________, to me known who being by
__________ worn, did _______________ depose and say ____________________________
that he/she is the __________________ of _______________________________________

                                                      Evelyn Huang
                                             Notary Public State of New York
                                                  Lic. No. 02HU6001118
                                              Qualified in New York County
                                            Commission expires March 13, 2006

(Notary)


/s/ Evelyn Huang
-------------------------------------
Notary


STATE COMPTROLLER'S SIGNATURE


-------------------------------------


Title:
       ------------------------------
Date:
      -------------------------------


                                     FHPLUS
                                   APPENDIX X
                                 OCTOBER 1, 2002
                                        9
<PAGE>
                                  CAREPLUS, LLC

                            FAMILY HEALTH PLUS RATES
                EFFECTIVE OCTOBER 1, 2002 THROUGH MARCH 31, 2003

<TABLE>
<CAPTION>
            ADULTS WITH      ADULTS WITHOUT     ADULTS WITHOUT    MATERNITY
COUNTY   CHILDREN 19 - 64   CHILDREN 19 - 29   CHILDREN 30 - 64     KICK
------   ----------------   ----------------   ----------------   ---------
<S>      <C>                <C>                <C>                <C>
NYC           $245.19            $262.33            $344.81       $4,590.14
ORANGE        $267.20            $356.76            $439.14       $3,139.93
PUTNAM        $285.39            $418.72            $468.69       $3,378.76
</TABLE>

OPTIONAL BENEFITS INCLUDED IN THE ABOVE RATES:

FAMILY PLANNING: Yes   DENTAL: Yes
<PAGE>
                SCHEDULE I OF APPENDIX P PLAN NAME: CAREPLUS, LLC

     SDOH shall reimburse the Contractor $10.00 per member per month for
Facilitated Enrollment activities up to a maximum amount of $115,040 for the
time period October 1, 2002 to March 31, 2003. Such maximum amount shall be
reimbursed to the Contractor in addition to the Capitation Rates shown in
Appendix L of this Agreement. The Contractor acknowledges and accepts SDOH's
right to discontinue the per member per month payment for Facilitated Enrollment
activities if the above maximum dollar amount has been reimbursed to the
Contractor. The Contractor acknowledges and accepts SDOH's right to recover from
the Contractor any amount reimbursed in excess of the agreed upon maximum amount
for Facilitated Enrollment activities during this period.

     Facilitated Enrollment reimbursement for the period beginning on April 1,
2003 will be reflected in the overall administrative expenses of the plan,
subject to the normal rate negotiation process, and reflected in rates shown in
Appendix L, in place of any separate per member per month amounts in this
schedule.