<PAGE>

                                                                    EXHIBIT 10.8

                        CONFIDENTIAL TREATMENT REQUESTED
   CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE MARKED
WITH BRACKETS ("[***]"). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

                                                              [CMS LOGO]

DEPARTMENT OF HEALTH & HUMAN SERVICES
Centers for Medicare & Medicaid Services
7500 Security Boulevard, Mail Stop C2-21-15
Baltimore, Maryland 21244-1850

OFFICE OF ACQUISITION AND GRANTS MANAGEMENT

March 7, 2005

Mr. Paul Dinkins, Exec. VP
PRG-Schultz International, Inc.
600 Galleria Parkway,
Suite 100 Atlanta, GA 30339

SUBJECT:  Notice of Award, Contract for Non-MSP Recovery Audit Work in the State
          of California

Dear Mr. Dinkins:

Congratulations, CMS has accepted PRG's final revised proposal for the subject
contract requirement. Attached is a copy of the subject contract.

The contract was developed from the Request for Proposal and now incorporates
your contractor-specific information and the state-specific information in
Sections B, C and G.

Please acknowledge acceptance of this award by providing two (2) original signed
SF 26 forms. The signature shall be by an authorized official of your
organization. Both originals shall be returned to CMS no later than March 10,
2005, 10:00 am local Baltimore time so that the Contracting Officer may
effectuate the award by COB on the 10th as well. Please return to the following
address:

                        Centers for Medicare & Medicaid Services
                        OAGM, Attn: Barbara J. Erbe
                        7500 Security Boulevard, MS C2-21-15
                        Baltimore, MD 21244-1850
                        RAC CONTRACT

You do not need to return the contractual document, just the signed forms. Upon
execution by the Contracting Officer, one original SF 26 will be returned to you
for your files. If you have any questions, please contact Barbara Erbe at (410)
786-5142.

Please understand you are not to have any press releases concerning this award
until the Secretary has officially announced the award to the public. We will
notify you at that time.

Sincerely,

/s/ Carol G. Sevel
Contracting Officer

Enclosure

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Contract No. HHSM-500-2005-000041
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                                TABLE OF CONTENTS

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

      B.1   DESCRIPTION OF SERVICES

      B.2   TYPE OF CONTRACT

      B.3   PRICE SUMMARY

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

      C.1   STATEMENT OF WORK

      C.2   INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS

SECTION D - PACKAGING AND MARKING

      D.1   PACKAGING AND MARKING

SECTION E - INSPECTION AND ACCEPTANCE

      E.1   FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

      E.2   INSPECTION AND ACCEPTANCE

      E.3   ACCEPTANCE BY THE PROJECT OFFICER/GOVERNMENT TASK LEADER

SECTION F - DELIVERIES OR PERFORMANCE

      F.1   FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

      F.2   PERIOD OF PERFORMANCE

      F.3   ITEMS TO BE FURNISHED AND DELIVERY SCHEDULE

      F.4   TIME AND PLACE OF DELIVERIES

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Contract No. HHSM-500-2005-000041
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SECTION G - CONTRACT ADMINISTRATION DATA

      G.1   DATA TO BE DELIVERED

      G.2   USE OF GOVERNMENT DATA (REPORTS/FILES/COMPTER TAPES OR DISCS)

      G.3   OMB A-130 INFORMATION RESOURCE POLICY

      G.4   KEY PERSONNEL

      G.5   GOVERNMENT PROJECT OFFICER (PO)/CONTRACT SPECIALIST

      G.6   CONTRACTING OFFICER'S RESPONSIBILITY

      G.7   DESIGNATION OF PROPERTY ADMINISTRATOR AND PROPERTY ADMINISTRATION

      G.8   INVOICING AND PAYMENT

      G.9   PAYMENT BY ELECTRONIC FUNDS TRANSFER-CENTRAL CONTRACTOR REGISTRATION

      G.10  CONSENT TO SUBCONTRACT

      G.11  PAST PERFORMANCE REGISTRATION

      G.12  ACCOUNTING AND APPROPRIATION DATA

SECTION H - SPECIAL CONTRACT REQUIREMENTS

      H.1   DELIVERABLES/INTERNET - INTRANET APPLICATIONS

      H.2   HHSAR 352.224-70 CONFIDENTIALITY OF INFORMATION

      H.3   CONTRACTING PROHIBITIONS/ORGANIZATIONAL CONFLICT OF INTEREST

      H.4   CONDITIONS FOR PERFORMANCE

      H.5   HHSAR 352.270-7 PAPERWORK REDUCTION ACT

      H.6   DISPOSAL OF IMAGED MEDICAL RECORDS

      H.7   HIPAA BUSINESS ASSOCIATE PROVISION

      H.8   COPYRIGHTS

      H.9   DISSEMINATION, PUBLICATION AND DISTRIBUTION OF INFORMATION

      H.10  FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION (CCR)

<PAGE>

Contract No. HHSM-500-2005-000041
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PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

      I.1   FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

      I.2   DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATIONS
            (HHSAR)

      I.3   FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

      I.4   FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (JUL 2004)

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS

      J.1   STATEMENT OF WORK - NO. 40700NMSPB

      J.2   GLOSSARY

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Contract No. HHSM-500-2005-000041
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SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 DESCRIPTION OF SERVICES

The purpose of this contract will be to support the Centers for Medicare &
Medicaid Services (CMS) in conducting a demonstration project in the state of
California using recovery audit contractors (RACs) to provide recovery audit
services to identify underpayments and overpayments and/or recoup overpayments
under the Medicare program for services for which payment is made under part A
or B of title XVIII of the Social Security Act.

B.2 TYPE OF CONTRACT

This is an Indefinite Delivery (ID) Requirements contract.

B.3 PRICE SUMMARY

a.    All payments shall be paid only on a contingency basis. The contingency
      fees shall be paid once the recovery audit contractor collects the
      Medicare overpayments. The recovery audit contractor shall not receive any
      payments for the identification of the underpayments or overpayments.

b.    For the identification of non-MSP overpayment and underpayments and the
      recovery of non-MSP overpayments under SOW 40700NMSPB the RAC will receive
      [***]% of the amount that is collected.

      A reduced contingency percentage shall apply to a recoupment by offset.
      (See below.)

      The RAC shall receive [***]% of the agreed upon contingency fee percentage
      for any of the following recovery efforts:

            (a)   Recovery efforts accomplished through the offset process of a
                  fiscal intermediary or carrier.

            (b)   Recovery efforts accomplished through Treasury offset or
                  another collection vehicle after the debt is referred to the
                  Department of Treasury.

            (c)   Recoveries made through a self-disclosure made by a provider
                  as a result of a prior RAC identified request for medical
                  records or demand letter. Self- disclosed service and time
                  period must be included in the RAC's project plan.

[***] - CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE
MARKED WITH BRACKETS ("[***]"). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

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Contract No. HHSM-500-2005-000041
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            d.    If the provider files an appeal disputing the overpayment
                  determination and the appeal is adjudicated in the provider's
                  favor at the first level, the recovery audit contractor shall
                  repay Medicare the contingency payment for that recovery. If
                  the appeal is adjudicated in the agency's favor at the first
                  level, the recovery audit contractor shall retain the
                  contingency payment for that recovery. Subsequent appeals,
                  after the first level of appeal, will not affect the recovery
                  audit contractor's ability to retain the contingency payment.
                  See Payment Methodology Chart in Attachment J-1.

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Contract No. HHSM-500-2005-000041
Page 8 of 40

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 STATEMENT OF WORK

Independently and not as an agent of the Government, the Contractor shall
furnish all the necessary services, qualified personnel, material, equipment,
and facilities, not otherwise provided by the Government, as needed to perform
the Statement of Work (SOW), SECTION J. ATTACHMENT J.1, SOW 40700NMSPB, attached
hereto and made a part of this solicitation.

C.2 INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS

The Contractor's Representations and Certification's, submitted in response to
the solicitation's Section K, dated December 14, 2004, are hereby incorporated
by reference and made a part hereof of this contract.

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Contract No. HHSM-500-2005-000041
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SECTION D - PACKAGING AND MARKING

All deliverables required under this contract shall be shipped and marked in
accordance with Section C.1 Statement of Work and Section F.3 Items to be
Furnished and Delivery Schedule

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Contract No. HHSM-500-2005-000041
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SECTION E - INSPECTION AND ACCEPTANCE

E.1 FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

52.246-5 INSPECTION OF SERVICES - COST REIMBURSEMENT (APR 1984)

E.2 INSPECTION AND ACCEPTANCE

a.    All work under this contract is subject to inspection and final acceptance
      by the Contracting Officer or the duly authorized representative of the
      Government.

b.    The Government's Project Officer or Government Task Leader are duty
      authorized representatives of the Government and are responsible for
      inspection and acceptance of all items to be delivered under this
      contract.

c.    Inspection and acceptance of the Contractor's performance shall be in
      accordance with the applicable FAR Clauses in Section E.1 above.

E.3 ACCEPTANCE BY THE PROJECT OFFICER/GOVERNMENT TASK LEADER

All items to be delivered to the Project Officer will be deemed to have been
approved 60 calendar days after date of delivery, except as otherwise specified
in this contract, if written approval or disapproval has not been given within
such period.

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Contract No. HHSM-500-2005-000041
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SECTION F - DELIVERIES OR PERFORMANCE

F.1 FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

52.242-15 STOP-WORK ORDER. (AUG 1989) - ALTERNATE I (APR 1984)

F.2 PERIOD OF PERFORMANCE

This is a three (3) year contract. The period of performance is 3 years from the
time of award: March 10, 2005 through March 9, 2008. No contingency fees shall
be paid after the end of the period of performance.

F.3 ITEMS TO BE FURNISHED AND DELIVERY SCHEDULE

The Contractor shall furnish the items required under this contract in
accordance with the reporting instructions and delivery schedule set forth in
Attachment J.1.

F.4 TIME AND PLACE OF DELIVERIES

The supplies/services to be furnished shall be delivered in accordance with the
delivery schedule as specified in the statement of work.

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Contract No. HHSM-500-2005-000041
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SECTION G - CONTRACT ADMINISTRATION DATA

G.1 DATA TO BE DELIVERED

a.    Any working papers, interim reports, data given by the Government to the
      Contractor or first produced by the Contractor under the contract, data
      collected or otherwise obtained by Contractor under the contract (subject
      to any specific restrictions that may pertain to this data), or results
      obtained or developed by the Contractor (subcontractor or consultants)
      pursuant to the fulfillment of this contract are to be delivered,
      documented, and formatted as directed by the Contracting Officer.

b.    In addition, information and/or data, which are held by the Contractor
      related to the operation of their business and/or institution and which
      are obtained without the use of Federal funds, shall be considered
      "PROPRIETARY DATA" and are not "subject data" to be delivered under this
      contract.

G.2 USE OF GOVERNMENT DATA (REPORTS/FILES/COMPUTER TAPES OR DISCS)

Any data given to the Contractor by the Government shall be used only for the
performance of the contract unless the Contracting Officer specifically permits
another use, in writing. Should the Contracting Officer permit the Contractor
the use of Government-supplied data for a purpose other than solely for
performance of this contract and, if such use could result in a commercially
viable product, the Contracting Officer and the Contractor must negotiate a
financial benefit to the Government. This benefit should most often be in the
form of a reduction in the price of the contract; however, the Contracting
Officer may negotiate any other benefits he/she determines is adequate
compensation for the use of these data.

Upon the request of the Contracting Officer, or the expiration date of this
contract, whichever shall come first, the Contractor shall return all data given
to the Contractor by the Government (including any images of medical records).
However, the Contracting Officer may direct that the Contractor retain the data
for a specific period of time, which period shall be subject to agreement by the
Contractor. Whether the data are to be returned, retained, or destroyed shall be
the decision of the Contracting Officer with the exception that the Contractor
may refuse to retain the data. The Contractor shall retain no data, copies of
data, or parts thereof, in any form, when the Contracting Officer directs that
the data be returned or destroyed. If the data are to be destroyed, the
contractor shall directly furnish evidence of such destruction in a form the
Contracting Officer shall determine is adequate.

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Contract No. HHSM-500-2005-000041
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G.3 OMB A-130 INFORMATION RESOURCE POLICY

Each RAC is required to follow the established comprehensive approach to improve
the acquisition and management of their information resources in accordance with
this OMB Circular. This circular is issued pursuant to the Paperwork Reduction
Act (PRA) of 1980, as amended by the PRA of 1995, the Clinger-Cohen Act of 1996,
et al. The PRA establishes a broad mandate to perform information resources
management activities in an efficient, effective, and economical manner.

G.4 KEY PERSONNEL

a.    For the purposes of this contract, the key person shall be the Project
      Director/Project Manager, Rob Paulsson. It will be his responsibility to
      obtain the staff necessary and to direct the work for the conduct of this
      project. The key person under this contract shall be in accordance with
      the HHSAR clause provided below.

b.    HHSAR 352-270-5 KEY PERSONNEL (APR 1984)

      The personnel specified in this contract are considered to be essential to
      the work being performed hereunder. Prior to diverting any of the
      specified individuals to other programs, the Contract shall notify the
      Contracting Officer reasonably in advance and shall submit justifications*
      (including proposed substitutions) in sufficient detail to permit
      evaluation of the impact on the programs. No diversion shall be made by
      the Contractor without the written consent of the Contracting Officer;
      provided, that the Contracting Officer may ratify in writing such
      diversions and such ratification shall constitute the consent of the
      Contracting Officer required by the clause. The contract may be amended
      from time to time during the course of the contract by either add or
      delete personnel, as appropriate. (End of Clause)

      *All proposed substitutions shall be submitted, in writing, to the
      Contracting Officer at least 30 days prior to the proposed substitution.
      Each request shall provide a detailed explanation of the circumstances
      necessitating the proposed substitution, a complete resume and any other
      information required by CMS. All proposed substitutions shall have
      qualifications equal, to or greater than the person being replaced.

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Contract No. HHSM-500-2005-000041
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G.5 GOVERNMENT PROJECT OFFICER (PO)/CONTRACT SPECIALIST

a.    The Project Officer (PO) for this task order is Ms. Connie Leonard. Her
      address is:

                  Centers for Medicare and Medicaid Services
                  7500 Security Blvd.
                  ATTN: Ms. Connie Leonard
                  Mailstop: C3-14-20
                  Baltimore, MD 21244-1850
                  (410) 786-0627

b.    The Project Officer is responsible for: (1) monitoring the Contractor's
      technical progress, including the surveillance and assessment of
      performance and compliance with all substantive project objectives; (2)
      interpreting the statement of work and any other technical performance
      requirements; (3) performing technical evaluation as required; (4)
      performing technical inspections and acceptances required by this
      contract; (5) assisting in the resolution of technical problems
      encountered during performance; and (6) providing technical direction in
      accordance with Section G.6.; and, (7) reviewing of invoices/vouchers.

c.    The Project Officer does not have the authority to act as agent of the
      Government under this contract beyond the roles defined in G.5.b. above.
      Only the Contracting Officer has authority to: (1) direct or negotiate any
      changes in the statement of work; (2) modify or extend the period of
      performance; (3) change the delivery schedule; (4) authorize reimbursement
      to the Contractor any costs incurred during the performance of this
      contract; or (5) otherwise change any terms and conditions of this
      contract.

d.    The Contract Specialist for this task order is Ms. Barbara Erbe. Her
      address is:

                       Centers for Medicare and Medicaid Services
                       7500 Security Blvd.
                       ATTN:  Ms. Barbara Erbe
                       Mailstop:  C2-21-15
                       Baltimore, MD 21244-1850
                       (410) 786-5142

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Contract No. HHSM-500-2005-000041
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G.6 CONTRACTING OFFICER'S RESPONSIBILITY

In accordance with FAR 52.201-1 Definitions, The term Contracting Officer means
a person with the authority to enter into, administer, and/or terminate
contracts and make related determinations and findings. The term includes
certain authorized representatives of the Contracting Officer acting within the
limits of their authority delegated by the Contracting Officer.

Notwithstanding any of the other provisions of this Contract, the Contracting
Officer shall be the ONLY individual authorized to:

      enter into and commit/bind the Government by contract for supplies or
      services;

      accept nonconforming work or waive any requirement of this Contract;

      authorize reimbursement to the Contractor for any costs incurred during
      the performance of the Contract, and

      modify any term or condition of this Contract, i.e., make any changes in
      the Statement of Work; modify/extend the period of performance; change the
      delivery schedule.

G.7 DESIGNATION OF PROPERTY ADMINISTRATOR AND PROPERTY ADMINISTRATION

a.    The CMS Property Administrator, Administrative Services Group, Office of
      Property and Space Management at (410) 786-3346, is hereby designated the
      property administration function for this contract. The Contractor agrees
      to furnish information regarding Government Property to the Property
      Administrator in the manner and to the extent required by the Property
      Administrator, his duly designated successors, and in accordance with FAR
      Part 45 and DHHS Manual entitled, Contractor's Guide for Control of
      Government Property (1990).

b.    The contractor is responsible for an annual physical inventory accounting
      for all Government property under this contract. The inventory must be
      conducted by September 30th and the form 565, Report of Accountable
      Personal Property (J-15) submitted by October 31st of each year.

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Contract No. HHSM-500-2005-000041
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c.    The inventory report shall include all items acquired, furnished, rented
      or leased under the contract. Employees who conduct the inventories should
      not be the same individuals who maintain the property records. Following
      the physical inventory, the contractor shall prepare an inventory report
      and submit the report to the CMS Property Administrator at the following
      address:

                   Centers for Medicare & Medicaid Services
                   OICS, Administrative Services Group
                   Division of Property and Space Management
                   7500 Security Blvd., Mailstop: SLL-14-06
                   Baltimore, MD 21244-1850

d.    Commercially leased software is subject to these reporting requirements.

e.    The RAC shall submit a consolidated report of all accountable Government
      property under this contract, including subcontractor inventory
      information.

f.    The final inventory report shall indicate that all items required for
      continued contract performance are acceptable and free from contamination.
      Property that is no longer usable or required shall be reported and
      disposition requested.

G.8 INVOICING AND PAYMENT

Invoicing and Payment

a.    Submission of Invoices and Place of Payment

      (i)   No more than once each month following the effective date of this
            contract, the Contractor may submit to the Government an invoice (or
            public voucher) for payment, in accordance with FAR Clause 52.216-7
            "Allowable Cost & Payment." Invoices shall be prepared in accordance
            with this contract. All invoices shall be reconciled against the RAC
            Database (40700NMSPB) or other documentation as appropriate to
            ensure collection has been made and funds recouped deposited prior
            to any invoice being paid.

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Contract No. HHSM-500-2005-000041
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      (ii)  To expedite payment, invoices shall be sent, as follows:

            Monthly invoices (original and four copies) shall be sent directly
            to the address below (where applicable, the Contractor shall submit
            the invoice to said office via the cognizant government auditor):

            Department of Health and Human Services
            Centers for Medicare & Medicaid Services
            P.O. BOX 7520
            7500 Security Boulevard
            Baltimore, Maryland 21207-0520

      (iii) Content of Invoice (if Applicable):

            Contractor's name and invoice date;

            Contract number of other authorization for delivery of property
                 and/or services;

            Description, cost or price, and quantity of property and/or
                 services actually delivered or rendered;

            Shipping and payment terms;

            Othersubstantiating documentation or information as required by
                 the contract; and

            Name (where practicable), title, phone number, and complete
                 mailing address of responsible official to whom payment is
                 to be sent.

b.    Invoice Payment

      (i)   In accordance with FAR 52.232-33, the Centers for Medicare and
            Medicaid Services (CMS) shall only make an electronic
            reimbursement/payment.

            In accordance with FAR 52.204-7, the contractor must register in the
            Central Contractor Registration (CCR) database. Failure to register
            in CCR may prohibit CMS from making awards to your organization.

            The contractor shall notify CMS' Division of Accounting Operations
            of all EFT and address changes in CCR via the following email
            address: CCRChanges@cms.hhs.gov

      (ii)  The target date for payment pursuant to the provision of FAR Clause,
            52.216-7 "Allowable Cost and Payment" of this contract shall be 30
            calendar days after an invoice containing the information set forth
            in Paragraph "a" of this article is received in the 7 payment office
            designated herein.

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      (iii) Upon receipt of the Contractor's "completion invoice" in the payment
            office designated in Paragraph "a" of this article, payment of any
            remaining cost and fee determined to be allowable pursuant to the
            provisions of FAR Clause, 52.216-7 "Allowable Cost and Payment" of
            this contract shall be due 30 calendar days after the Contracting
            Officer approves the "completion invoice" for payment.

      (iv)  Payment shall be authorized after the Division of Accounting has
            audited the invoice in accordance with Federal Regulations. This
            audit includes verification that the invoice contains the rates/unit
            prices, those indicated in the contract or purchase order. Any
            discrepancies determined as a result of the audit, could delay the
            processing of the invoice and may result in the invoice being
            returned to the vendor for correction. Inquiries relating to
            payments should be directed to Jean Katzen on (410) 786-5423 or
            Suzanne Turgeon on (410) 786-1924.

G.9 PAYMENT BY ELECTRONIC FUNDS TRANSFER - CENTRAL CONTRACTOR REGISTRATION

a. Method of payment. (1) All payments by the Government under this contract
shall be made by electronic funds transfer (EFT), except as provided in
paragraph (a)(2) of this clause. As used in this clause, the term "EFT" refers
to the funds transfer and may also include the payment information transfer. (2)
In the event the Government is unable to release one or more payments by EFT,
the Contractor agrees to either -

      (i)   Accept payment by check or some other mutually agreeable method of
            payment; or

      (ii)  Request the Government to extend the payment due date until such
            time as the Government can make payment by EFT (but see paragraph
            (d) of this clause).

b. Contractor's EFT information. The Government shall make payment to the
Contractor using the EFT information contained in the Central Contractor
Registration (CCR) database. In the event that the EFT information changes, the
Contractor shall be responsible for providing the updated information to the CCR
database.

c. Mechanisms for EFT payment. The Government may make payment by EFT through
either the Automated Clearing House (ACH) network, subject to the rules of the
National Automated Clearing House Association, or the Fedwire Transfer System.
The rules governing Federal payments through the ACH are contained in 31 CFR
part 210.

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Contract No. HHSM-500-2005-000041
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d. Suspension of payment. If the Contractor's EFT information in the CCR
database is incorrect, then the Government need not make payment to the
Contractor under this contract until correct EFT information is entered into the
CCR database; and any invoice or contract-financing request shall be deemed not
to be a proper invoice for the purpose of prompt payment under this contract.
The prompt payment terms of the contract regarding notice of an improper invoice
and delays in accrual of interest penalties apply.

e. Liability for uncompleted or erroneous transfers. (1) If an uncompleted or
erroneous transfer occurs because the Government used the Contractor's EFT
information incorrectly, the Government remains responsible for -

      (i)   Making a correct payment;

      (ii)  Paying any prompt payment penalty due; and

      (iii) Recovering any erroneously directed funds.

      If an uncompleted or erroneous transfer occurs because the Contractor's
      EFT information was incorrect, or was revised within 30 days of Government
      release of the EFT payment transaction instruction to the Federal Reserve
      System, and -

      (i) If the funds are no longer under the control of the payment office,
      the Government is deemed to have made payment and the Contractor is
      responsible for recovery of any erroneously directed funds; or

      (ii) If the funds remain under the control of the payment office, the
      Government shall not make payment, and the provisions of paragraph (d) of
      this clause shall apply.

f. EFT and prompt payment. A payment shall be deemed to have been made in a
timely manner in accordance with the prompt payment terms of this contract if,
in the EFT payment transaction instruction released to the Federal Reserve
System, the date specified for settlement of the payment is on or before the
prompt payment due date, provided the specified payment date is a valid date
under the rules of the Federal Reserve System.

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g. EFT and assignment of claims. If the Contractor assigns the proceeds of this
contract as provided for in the assignment of claims terms of this contract, the
Contractor shall require as a condition of any such assignment, that the
assignee shall register separately in the CCR database and shall be paid by EFT
in accordance with the terms of this clause. Notwithstanding any other
requirement of this contract, payment to an ultimate recipient other than the
Contractor, or a financial institution properly recognized under an assignment
of claims pursuant to subpart 32.8, is not permitted. In all respects, the
requirements of this clause shall apply to the assignee as if it were the
Contractor. EFT information that shows the ultimate recipient of the transfer to
be other than the Contractor, in the absence of a proper assignment of claims
acceptable to the Government, is incorrect EFT information within the meaning of
paragraph (d) of this clause.

h. Liability for change of EFT information by financial agent. The Government is
not liable for errors resulting from changes to EFT information made by the
Contractor's financial agent.

i. Payment information. The payment or disbursing office shall forward to the
Contractor available payment information that is suitable for transmission as of
the date of release of the EFT instruction to the Federal Reserve System. The
Government may request the Contractor to designate a desired format and
method(s) for delivery of payment information from a list of formats and methods
the payment office is capable of executing. However, the Government does not
guarantee that any particular format or method of delivery is available at any
particular payment office and retains the latitude to use the format and
delivery method most convenient to the Government. If the Government makes
payment by check in accordance with paragraph (a) of this clause, the Government
shall mail the payment information to the remittance address contained in the
CCR database.

G.10 CONSENT TO SUBCONTRACT

      a.    The Contractor shall be in compliance with FAR Part 44 and the
            conflict of interest and exclusions provisions of this contract when
            entering into a subcontract arrangement for the purpose of
            performing this contract.

      b.    The Contractor shall be required to complete and submit the
            Subcontract Checklist in order to obtain subcontract consent after
            award of the contract.

      c.    Consent is granted to the following subcontracts:

               Concentra Preferred Systems

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G.11 PAST PERFORMANCE REGISTRATION

In accordance with the past performance requirements of the FAR, CMS shall
require the contractor to register with the National Institutes of Health (NIH)
Contractor Performance System (CPS). The database allows for the electronic
collection, maintenance and dissemination of contractor performance information.
Contractor registration is available online at: https://cpscontractor.nih.gov.

G.12 ACCOUNTING AND APPROPRIATION DATA

            CAN NO.         SOURCE OF RECORD NO.

             TBD                09-70-0005

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Contract No. HHSM-500-2005-000041
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SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 DELIVERABLES/INTERNET - INTRANET APPLICATIONS

If applicable, all written deliverables will include a version in Hypertext
Mark-Up Language (HTML) formatted according to Centers for Medicare and Medicaid
(CMS) Intenet, Intranet, and Extranet Standards; available online at
www.cms.gov/about/web/inetspecx.htm.

All websites. Internet applications, and content developed by Contractor shall
reside on CMS servers, follow CMS Standards and Guidelines, and fitter through
the standard agency Internet Clearance process.

If CMS agents or Contractor include information that appears on www.cms.gov or
www.medicare.gov as part of their websites, they must link directly to these
sites to ensure the validity and timeliness of the information. Duplication of
content is not permitted.

Contractor performing work on projects that include the development of Internet,
Intranet, or Extranet applications, shall schedule and meet with CMS's Web
Support Team for guidance before they begin to develop the project.

H.2. HHSAR 352-224-70 CONFIDENTIALITY OF INFORMATION (APR 1984)

      (a)   Confidential information, as used in this clause, means information
            or data of a personal nature about an individual, or proprietary
            Information or data submitted by or pertaining to an institution or
            organization.

      (b)   In addition to the types of confidential information described in
            paragraph (a) of this clause, information which might require
            special consideration with regard to the timing of its disclosure
            may derive from studies or research, during which public disclosure
            of preliminary unvalidated findings could create erroneous
            conclusions which might threaten public health or safety if acted
            upon.

      (c)   The Contracting Officer and the Contractor may, by mutual consent,
            identify elsewhere in this contract specific information and/or
            categories of information which the Government will furnish to the
            Contractor or that the Contractor is expected to generate which is
            confidential. Similarly, the Contracting Officer and the Contractor
            may, by mutual consent, identify such confidential information from
            time to time during the performance of the contract. Failure to
            agree will be settled pursuant to the "Disputes" clause.

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Contract No. HHSM-500-2005-000041
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      (d)   If it is established elsewhere in this contract that information to
            be utilized under this contract, or a portion thereof, is subject to
            the Privacy Act, the Contractor will follow the rules and procedures
            of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a,
            and implementing regulations and policies, with respect to systems
            of records determined to be subject to the Privacy Act.

      (e)   Confidential information, as defined In paragraph (a) of this
            clause, that is information or data of a personal nature about an
            individual, or proprietary Information or data submitted by or
            pertaining to an institution or organization, shall not be disclosed
            without the prior written consent of the individual, institution, or
            organization.

      (f)   Written advance notice of at least 45 days will be provided to the
            Contracting Officer of the Contractor's intent to release findings
            of studies or research, which have the possibility of adverse
            effects on the public or the Federal agency, as described in
            paragraph (b) of this clause. If the Contracting Officer does not
            pose any objections in writing within the 45-day period, the
            Contractor may proceed with disclosure. Disagreements not resolved
            by the Contractor and the Contracting Officer will be settled
            pursuant to the "Disputes" clause.

      (g)   Whenever the Contractor Is uncertain with regard to the proper
            handling, of material under the contract, or If the material In
            question is subject to the Privacy Act or is confidential
            Information subject to the provisions of this clause, the Contractor
            should obtain a written determination from the Contracting Officer
            prior to any release, disclosure, dissemination, or publication.

      (h)   Contracting Officer determinations will reflect the result of
            internal coordination with appropriate program and legal officials.

      (i)   The provisions of paragraph (e) of this clause shall not apply when
            the information is subject to conflicting or overlapping provisions
            in other Federal, State or local laws.

H.3 CONTRACTING PROHIBITIONS/ORGANIZATIONAL CONFLICT OF INTEREST

      a.    The RAC and all subcontractors must be in compliance with FAR 9.5,
            Conflict of Interest.

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Contract No. HHSM-500-2005-000041
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b.    In addition, Section 306 of the Medicare Prescription Drug and
      Modernization Act of 2003 stipulates that the Secretary may not enter into
      a recovery audit contract under this section with an entity to the extent
      that the entity is a fiscal intermediary under section 1816 of the Social
      Security Act (42 U.S.C. 1395h), a carrier under section 1842 of such Act
      (42 U.S.C. 1395u), or a Medicare Administrative Contractor under section
      1874A of such Act.

c.    In further carrying out the intention of the prohibition of MMA Section
      306, CMS has determined the following exclusions apply:

      (i)   For the purpose of this contract, FIs, Carriers, PSCs, COBCs, and
            DMERCs are precluded from being in a team arrangement, joint venture
            arrangement, subcontract or in a wholly owned subsidiary arrangement
            in order to perform this work.

      (ii)  If you are a Fl, Carrier, PSC, COBC, or DMERC with a wholly owned
            subsidiary, that wholly owned subsidiary is also prohibited from
            receiving an award at any tier for this work.

      (iii) Any vendor that holds a MMA 306 RAC contract is prohibited from
            entering into any other contract with CMS for the purpose of
            identifying and/or recoupment of underpayments and overpayments
            relating to Medicare claims. This prohibition shall be in effect for
            the full term of the RAC contract.

H.4 CONDITIONS FOR PERFORMANCE

In addition to the performance requirement of this contract as set forth under
Section C. DESCRIPTION/SPECIFICATIONS/WORK STATEMENT, the Contractor may be
required to comply with the requirements of any revisions in legislation or
regulations which may be enacted or implemented during the period of performance
of this contract, and are directly applicable to the performance requirements of
this contract.

In the event new legislation or regulations impacting the Contract require
immediate implementation, the Contracting Officer shall issue a change order
pursuant to FAR Clause 52.243-1, entitled Changes - Cost Reimbursement.

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Contract No. HHSM-500-2005-000041
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H.5 HHSAR 352.270-7 PAPERWORK REDUCTION ACT (JAN 2001)

(a)   In the event that it subsequently becomes a contractual requirement to
      collect or record information calling either for answers to identical
      questions from 10 or more persons other than Federal employees, or
      information from Federal employees which is outside the scope of their
      employment, for use by the Federal government or disclosure to third
      parties. The Paperwork Reduction Act of 1995 (Pub. L. 104-13) shall apply
      to this contract. No plan, questionnaire, interview guide or other similar
      device for collecting information (whether repetitive or single-time) may
      be used without first obtaining clearance from the Office of Management
      and Budget (OMB). Contractors and Project Officers should be guided by the
      provisions of 5 CFR 1320, Controlling Paperwork Burdens on the Public, and
      seek the advice of the HHS operating division or Office of the Secretary
      Reports Clearance Offers to determine the procedures for acquiring OMB
      clearance.

(b)   The Contractor shall obtain the required OMB clearance through the Project
      Officer before expending any funds or making public contacts for the
      collection of data. The authority to expend funds and proceed with the
      collection of information shall be in writing by the Contracting Officer.
      The Contractor must plan at least 120 days for OMB clearance. Excessive
      delays caused by the Government that arises out of causes beyond the
      control and without the fault or negligence of the Contractor will be
      considered in accordance with the Excusable Delays or Default clause of
      this contract.

H.6 DISPOSAL OF IMAGED MEDICAL RECORDS

Imaged medical records must be disposed of in a manner than leaves no trace of
data. The RAC shall use a method compliant with CMS operating procedures and
standards. In addition, a log of all disposed records shall be maintained by the
RAC.

H.7 HIPAA BUSINESS ASSOCIATE PROVISION

HIPAA BUSINESS ASSOCIATE PROVISION II

DEFINITIONS:

All terms used herein and not otherwise defined shall have the same meaning as
in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA," 42
U.S.C. sec. 1320d) and the
<PAGE>

Contract No. HHSM-500-2005-000041
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corresponding implementing regulations. Provisions governing the Contractor's
duties and obligations under the Privacy Act (including data use agreements) are
covered elsewhere in the contract.

"Business Associate" shall mean the Contractor.

"Covered Entity" shall mean CMS' Medicare Fee for Service program and/or
Medicare's Prescription Drug Discount Care and Transitional Assistance Programs.
"Secretary" shall mean the Secretary of the Department of Health and Human
Services or the Secretary's designee.

OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

(a)   Business Associate agrees to not use or disclose Protected Health
      Information ("PHI"), as defined In 45 C.F.R. ss. 160.103, created or
      received by Business Associate from or on behalf of Covered Entity other
      than as permitted or required by this Contract or as required by law.

(b)   Business Associate agrees to use safeguards to prevent use or disclosure
      of PHI created or received by Business Associate from or on behalf of
      Covered Entity other than as provided for by this Contract. Furthermore,
      Business Associate agrees to use appropriate administrative, physical and
      technical safeguards that reasonably and appropriately protect the
      confidentiality, integrity and availability of the electronic protected
      health information ("EPHI"), as defined in 45 C.F.R. 160.103, it creates,
      receives, maintains or transmits on behalf of the Covered Entity to
      prevent use or disclosure of such EPHI.

(c)   Business Associate agrees to mitigate, to the extent practicable, any
      harmful effect that is known to Business Associate of a use or disclosure
      of PHI by Business Associate in violation of the requirements of this
      Contract.

(d)   Business Associate agrees to report to Covered Entity any use or
      disclosure involving PHI it receives/maintains from on behalf of the
      Covered Entity that is not provided for by this Contract of which it
      becomes aware. Furthermore, Business Associate agrees to report to Covered
      Entity any security incident involving EPHI of which it becomes aware.

(e)   Business Associate agrees to ensure that any agent, including a
      subcontractor, to whom it provides PHI received from Covered Entity, or
      created or received by Business Associate on behalf of Covered Entity,
      agrees to the same restrictions and conditions that apply through this
      Contract to Business Associate with respect to such information.
      Furthermore, Business Associate agrees to ensure that its agents and
      subcontractors implement reasonable and appropriate safeguards for the PHI
      received from or on behalf of the Business Associate.

(f)   Business Associate agrees to provide access, at the request of Covered
      Entity, to PHI received by Business Associate in the course of contract
      performance, to Covered Entity or, as directed by Covered Entity, to an
      individual In order to meet the requirements under 45 CFR ss. 164.524.

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Contract No. HHSM-500-2005-000041
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(g)   Business Associate agrees to make any amendment(s) to PHI in a Designated
      Record Set that Covered Entity directs or agrees to pursuant to 45 CFR ss.
      164.526 upon request of Covered Entity.

(h)   Business Associate agrees to make internal practices, books, and records,
      including policies and procedures and PHI, relating to the use and
      disclosure of PHI received from, or created or received by Business
      Associate on behalf of Covered Entity, available to Covered Entity, or to
      the Secretary for purposes of the Secretary determining Covered Entity's
      compliance with the various rules implementing the HIPAA.

(i)   Business Associate agrees to document such disclosures of PHI and
      information related to such disclosures as would be required for Covered
      Entity to respond to a request by an individual for an accounting of
      disclosures of PHI In accordance with 45 CFR ss. 164.528.

(j)   Business Associate agrees to provide to Covered Entity, or an individual
      identified by the Covered Entity, information collected under this
      Contract, to permit Covered Entity to respond to a request by an
      Individual for an accounting of disclosures of PHI in accordance with 45
      CFR ss. 164.528.

PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE

Except as otherwise limited in this Contract, Business Associate may use or
disclose PHI on behalf of, or to provide services to, Covered Entity for
purposes of the performance of this Contract, if such use or disclosure of PHI
would not violate the HIPAA Privacy or Security Rules if done by Covered Entity
or the minimum necessary policies and procedures of Covered Entity.

OBLIGATIONS OF COVERED ENTITY

(a)   Covered Entity shall notify Business Associate of any limitation(s) in its
      notice of privacy practices of Covered Entity in accordance with 45 CFR
      ss. 164.520, to the extent that such limitation may affect Business
      Associate's use or disclosure of PHI.

(b)   Covered Entity shall notify Business Associate of any changes in, or
      revocation of, permission by Individual to use or disclose PHI, to the
      extent that such changes may affect Business Associate's use or disclosure
      of PHI.

(c)   Covered Entity shall notify Business Associate of any restriction to the
      use or disclosure of PHI that Covered Entity has agreed to in accordance
      with 45 CFR ss. 164.522, to the extent that such restriction may affect
      Business Associate's use or disclosure of PHI.

PERMISSIBLE REQUESTS BY COVERED ENTITY

Covered Entity shall not request Business Associate to use or disclose PHI in
      any manner that would not be permissible under the HIPAA Privacy or
      Security Rules.

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Contract No. HHSM-500-2005-000041
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TERM OF PROVISION

(a)   The term of this Provision shall be effective as of March 10, 2005, and
      shall terminate when all of the PHI provided by Covered Entity to Business
      Associate, or created or received by Business Associate on behalf of
      Covered Entity, is destroyed or returned to Covered Entity, or, if it is
      infeasible to return or destroy PHI, protections are extended to such
      information, in accordance with the termination provisions in this
      Section.

(b)   Upon Covered Entity's knowledge of a material breach by Business
      Associate, Covered Entity shall either:

      (1)   Provide an opportunity for Business Associate to cure the breach or
            end the violation consistent with the termination terms of this
            Contract. Covered Entity may terminate this Contract for default if
            the Business Associate does not cure the breach or end the violation
            within the time specified by Covered Entity; or

      (2)   Consistent with the terms of this Contract, terminate this Contract
            for default if Business Associate has breached a material term of
            this Contract and cure is not possible; or

      (3)   If neither termination nor cure is feasible, Covered Entity shall
            report the violation to the Secretary.

(c) Effect of Termination.

      (1)   Except as provided In paragraph (2) of this section, upon
            termination of this Contract, for any reason, Business Associate
            shall return or destroy all PHI received from Covered Entity, or
            created or received by Business Associate on behalf of Covered
            Entity. This provision shall apply to PHI that is in the possession
            of subcontractors or agents of Business Associate. Business
            Associate shall retain no copies of the PHI.

      (2)   In the event that Business Associate determines that returning or
            destroying the PHI is infeasible, Business Associate shall provide
            to Covered Entity notification of the conditions that make return or
            destruction infeasible. Upon such notice that return or destruction
            of PHI is infeasible, Business Associate shall extend the
            protections of this Contract to such PHI and limit further uses and
            disclosures of such PHI to those purposes that make the return or
            destruction infeasible, for so long as Business Associate maintains
            such PHI.

MISCELLANEOUS

(a)   A reference in this Contract to a section in the Rules issued under HIPAA
      means the section as in effect or as amended,

(b)   The Parties agree to take such action as is necessary to amend this
      Contract from time to time as is necessary for Covered Entity to comply
      with the requirements of the Rules issued under HIPAA.

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Contract No. HHSM-500-2005-000041
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(c)   The respective rights and obligations of Business Associate under
      paragraph (c) of the section entitled "term of Provision" shall survive
      the termination of this Contract.

(d)   Any ambiguity in this Contract shall be resolved to permit Covered Entity
      to comply with the Rules implemented under HIPAA.

H.8 COPYRIGHTS

a.    Data first produced in the performance of this contract.

      (i)   The contractor agrees not to assert, establish, or authorize others
            to assert or establish, any claim to copyright subsisting in any
            data first produced in the performance of this contract without
            prior written permission of the contracting officer. When claim to
            copyright is made, the contractor shall affix the appropriate
            copyright notice of 17 U.S.C. 401 or 402 and acknowledgment of
            government sponsorship (including contract number) to such data when
            delivered to the government, as well as when the data are published
            or deposited for registration as a published work In the U.S.
            Copyright Office. The contractor grants to the government, and
            others acting on its behalf, a paid-up nonexclusive, irrevocable,
            worldwide license for all such data to reproduce, prepare derivative
            works, distribute copies to the public, and perform publicly, and
            display publicly, by or on behalf of the government.

      (ii)  If the government desires to obtain copyright in data first produced
            in the performance of this contract and permission has not been
            granted as set forth above, the contracting officer may direct the
            contractor to establish, or authorize the establishment of, claim to
            such copyright to the government or its designated assignee.

b.    Data not first produced in the performance of this contract.

      The contractor shall not, without prior written permission of the
      contracting officer, incorporate in data delivered under this contract any
      data not first produced in the performance of this contract and which
      contain the copyright notice of 17 U.S.C. 401 or 402, unless the
      contractor identifies such data and grants to the government.

H.9   DISSEMINATION, PUBLICATION AND DISTRIBUTION OF INFORMATION

a.    Subject to Section H.8, data and information either provided to the
      contractor or any subcontractor generated by activities under this
      contract or derived from research or studies supported by this contract
      shall be used only for purposes of this contract.

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Contract No. HHSM-500-2005-000041
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b.    Data and information either provided to the contractor, or to any
      subcontractor, generated by activities under this contract, or derived
      from research or studies supported by this contract, shall be used only
      for the purposes of the contract. It shall not a duplicated, used or
      disclosed for any purpose other than the fulfillment of the requirements
      set forth in this contract. This restriction does not limit the
      contractor's right to use data or information obtained from a
      non-restrictive source. Any questions concerning "privileged information"
      shall be referred to the contracting officer.

c.    Some data or information may require special consideration with regard to
      the timing of its disclosure. Also, some data or information, which relate
      to policy matters under consideration by the government, may also require
      special consideration with regard to the timing of its disclosure so that
      the open and vigorous debate, within the government, of possible policy
      options is not damaged.

d.    Any requests for or questions about use or release of the date or
      information or handling of material under this contract shall be referred
      to the contracting officer who must render a written determination. The
      contracting officer's determinations will reflect the results of internal
      coordination with appropriate program and legal officials.

e.    The contractor agrees not to release Medicare data and information either
      provided to the contractor, generated by activities tinder contract, or
      derived from research or studies supported by this contract without the
      prior permission of the contracting officer.

f.    Any presentation of any report, statistical or analytical material based
      on information obtained from this contract which requires special
      consideration with regard to the protection of the privacy of individuals
      or of trade secrets or privileged or confidential commercial information
      shall be subject to review by the contracting officer before
      dissemination, publication, or distribution. Presentation includes, but is
      not limited to, papers, articles, professional publications, speeches,
      testimony or interviews with public print or broadcast media.

g.    Written advance notice of at least forty-five (45) days shall be provided
      to the contracting officer of the contractors desire to release
      information where there may be a question of the protection of the privacy
      of individuals or of trade secrets or privileged or confidential
      commercial Information.

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Contract No. HHSM-500-2005-000041
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h.    The contracting officer's review shall cover confidentiality issues and
      the protection of the privacy of individuals. If the review reveals that
      the privacy of individuals, trade secrets or privileged or confidential
      commercial information is, or may be violated, the release use of the
      presentation shall be denied until the offending material is removed or
      until the contracting officer makes a formal determination, in writing,
      that confidentiality provisions, the privacy of individuals, trade secrets
      or privileged or confidential commercial information is not being
      violated.

i.    The contractor agrees to acknowledge support by CMS whenever reports of
      projects funding, in whole or in part, by this contract are published in
      any medium. The contractor shall include in any publication resulting from
      work under this contract, an acknowledgment substantially, as follows:

      "The analyses upon which this publication is based were performed under
      contract number HHSM-500-2005-000041, entitled, "MMA Section 306 Recovery
      Audit Demonstration," sponsored by the Centers for Medicare and Medicaid
      Services, Department of Health and Human Services." The conclusions and
      opinions expressed, and methods used herein are those of the author. They
      do not necessarily reflect CMS policy. The author assumes full
      responsibility for the accuracy and completeness of the ideas presented.
      Ideas and contributions to the author concerning experience in engaging
      with issues presented are welcomed. Any deviation from the above legend
      shall be approved, in writing, by the contracting officer.

H.10  FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION CENTRAL (OCT 2003)

(a)   Definitions. As used in this clause-

"Central Contractor Registration (CCR) database" means the primary Government
repository for Contractor information required for the conduct of business with
the Government.

"Data Universal Numbering System (DUNS) number" means the 9-digit number
assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

"Data Universal Numbering System+4 (DUNS+4) number" means the DUNS number means
the number assigned by D&B plus a 4-character suffix that may be assigned by a
business concern. (D&B has no affiliation with this 4-character suffix.) This
4-character suffix may be

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Contract No. HHSM-500-2005-000041
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assigned at the discretion of the business concern to establish additional CCR
records for identifying alternative Electronic Funds Transfer (EFT) accounts
(see the FAR at Subpart 32.11) for the same parent concern.

"Registered in the CCR database" means that-

(1)   The Contractor has entered all mandatory information, Including the DUNS
      number or the DUNS+4 number, into the CCR database; and

(2)   The Government has validated all mandatory data fields and has marked the
      record "Active."

(b)

(1)   By submission of an offer, the offeror acknowledges the requirement that a
      prospective awardee shall be registered in the CCR database prior to
      award, during performance, and through final payment of any contract,
      basic agreement, basic ordering agreement, or blanket purchasing agreement
      resulting from this solicitation.

(2)   The offeror shall enter, in the block with its name and address on the
      cover page of its offer, the annotation "DUNS" or "DUNS+4" followed by the
      DUNS or DUNS+4 number that identifies the offeror's name and address
      exactly as stated in the offer. The DUNS number will be used by the
      Contracting Officer to verify that the offeror is registered in the CCR
      database.

(c)   If the offeror does not have a DUNS number, it should contact Dun and
      Bradstreet directly to obtain one.

(1)   An offeror may obtain a DUNS number-

(i)   If located within the United States, by calling Dun and Bradstreet at
      1-866-705-5711 or via the Internet at http://www.dnb.com; or

(ii)  If located outside the United States, by contacting the local Dun and
      Bradstreet office.

(2)   The offeror should be prepared to provide the following information:

(i)   Company legal business name.

(ii)  Tradestyle, doing business, or other name by which your entity is commonly
      recognized.

(iii) Company physical street address, city, state and Zip Code.

(iv)  Company mailing address, city, state and Zip Code (if separate from
      physical).

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Contract No. HHSM-500-2005-000041
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(v)   Company telephone number.

(vi)  Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix)  Line of business (industry).

(x)   Company Headquarters name and address (reporting relationship within your
      entity).

(d) If the Offeror does not become registered in the CCR database in the time
prescribed by the Contracting Officer, the Contracting Officer will proceed to
award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into
consideration when registering. Offerors who are not registered should consider
applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data
within the CCR database, and for any liability resulting from the Government's
reliance on inaccurate or incomplete data. To remain registered in the CCR
database after the initial registration, the Contractor is required to review
and update on an annual basis from the date of initial registration or
subsequent updates its information in the CCR database to ensure it is current,
accurate and complete. Updating information in the CCR does not alter the terms
and conditions of this contract and is not a substitute for a properly executed
contractual document.

(1)

(i) If a Contractor has legally changed its business name, "doing business as"
name, or division name (whichever is shown on the contract), or has transferred
the assets used in performing the contract, but has not completed the necessary
requirements regarding novation and change-of-name agreements in Subpart 42.12,
the Contractor shall provide the responsible Contracting Officer a minimum of
one business day's written notification of its intention to:

(A) Change the name in the CCR database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible
Contracting Officer. The Contractor must provide with the notification
sufficient documentation to support the legally changed name.

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Contract No. HHSM-500-2005-000041
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(ii) If the Contractor fails to comply with the requirements of paragraph
(g)(1)(i) of this clause, or fails to perform the agreement at paragraph
(g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation
or change-of-name agreement, the CCR information that shows the Contractor to be
other than the Contractor indicated in the contract will be considered to be
incorrect information within the meaning of the "Suspension of Payment"
paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or
manual payments, as appropriate, in the CCR record to reflect an assignee for
the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of
Claims). Assignees shall be separately registered in the CCR database.
Information provided to the Contractor's CCR record that indicates payments,
including those made by EFT, to an ultimate recipient other than that Contractor
will be considered to be incorrect information within the meaning of the
"Suspension of Payment" paragraph of the EFT clause of this contract.

(g) Offerors and Contractors may obtain information on registration and annual
confirmation requirements via the Internet at http://www.ccr.gov or by calling
1-888-227-2423, or 269-961-5757.

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Contract No. HHSM-500-2005-000041
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SECTION I - CONTRACT CLAUSES

I.1 FEDERAL ACQUISITION REGULATION CLAUSES

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make their full text available. Also, the full text of a clause may
be accessed electronically at this/these address(es)

      www.arnet.gov/far/

<TABLE>
<CAPTION>
 NUMBER                         TITLE                          DATE
---------       --------------------------------------       --------
<S>             <C>                                          <C>
52.202-1        DEFINITIONS                                  MAY 2001
52.203-3        GRATUITIES                                   APR 1984
52.203-5        COVENANT AGAINST CONTINGENT FEES             APR 1984
52.203-6        RESTRICTIONS ON SUBCONTRACTOR SALES
                TO THE GOVERNMENT                            JUL 1995
52.203-7        ANTI-KICKBACK PROCEDURES                     JUL 1995
52.203-8        CANCELLLATION, RESCISSION, AND
                RECOVERY OF FUNDS FOR ILLEGAL
                ACTIVITIES                                   JAN 1997
52.203-10       PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR
                IMPROPER ACTIVITY                            JAN 1997
52.203-12       LIMITATION ON PAYMENTS TO INFLUENCE
                CERTAIN FEDERAL TRANSACTIONS                 JUN 1997
52.204-4        PRINTING OR COPYING DOUBLE-SIDED ON
                RECYCLED PAPER                               AUG 2000
52.204-7        CENTRAL CONTRACTOR REGISTRATION              OCT 2003
52.209-6        PROTECTING THE GOVERNMENT'S INTEREST
                WHEN SUBCONTRACTING WITH CONTRACTING
                WITH CONTRACTORS DEBARRED, SUSPENDED,
                OR PROPOSED FOR DEBARMENT                    JUL 1995
52.215-2        AUDIT AND RECORDS - NEGOTIATION              JUN 1999
52.215-8        ORDER OF PRECEDENCE - UNIFORM
                CONTRACT                                     OCT 1997
52.215-11       PRICE REDUCTION FOR DEFECTIVE COST OR
                PRICING DATA - MODIFICATIONS                 OCT 1997
52.215-13       SUBCONTRACTOR COST OR PRICING DATA -
                MODIFICATIONS                                OCT 1997
52.215-15       PENSION ADJUSTMENTS AND ASSET
                REVERSIONS                                   DEC 1998
</TABLE>

<PAGE>

Contract No. HHSM-500-2005-000041
Page 36 of 40

<TABLE>
<S>             <C>                                          <C>
52.215-18       REVERSION OR ADJUSTMENT OF PLANS FOR
                POST-RETIREMENT BENEFITS (PRB) OTHER
                THAN PENSIONS                                OCT 1097
52.215-21       REQUIREMENTS FOR COST OR PRICING DATA
                OR INFORMATION OTHER THAN COST OR
                PRICING DATA-MODIFICATIONS                   OCT 1997
52.216-7        ALLOWABLE COST AND PAYMENT                   DEC 2002
52.216-7        REQUIREMENTS                                 OCT 1995
52.222-3        CONVICT LABOR                                JUN 2003
52.222-21       PROHIBITION OF SEGREGATED FACILITIES         FEB 1999
52.222-26       EQUAL OPPORTUNITY                            APR 2002
52.222-35       EQUAL OPPORTUNITY FOR SPECIAL DISABLED
                VETERANS, VETERANS OF THE VIETNAM ERA,
                AND OTHER ELIGIBLE VETERANS                  DEC 2001
52.222-36       AFFIRMATIVE ACTION FOR WORKERS WITH
                DISABILITIES                                 JUN 1998
52.222-37       EMPLOYMENT REPORTS ON SPECIAL DISABLED
                VETERANS, AND VETERANS OF THE VIETNAM
                ERA, AND OTHER ELIGIBLE VETERANS             DEC 2001
52.223-6        DRUG-FREE WORKPLACE                          MAR 2001
52.223-14       TOXIC CHEMICAL RELEASE REPORTING             AUG 2003
52.224-1        PRIVACY ACT NOTIFICATION                     APR 1984
52.224-2        PRIVACY ACT                                  APR 1984
52.227-17       RIGHTS IN DATA - SPECIAL WORKS               JUN 1987
52.229-3        FEDERAL, STATE, AND LOCAL TAXES              JAN 1991
52.230-2        COST ACCOUNTING STANDARDS                    APR 1998
52.230-3        DISCLOSURE AND CONSISTENCY OF COST
                ACCOUNTING PRACTICES                         APR 1998
52.230-6        ADMINISTRATION OF COST ACCOUNTING
                STANDARDS                                    NOV 1999
52.232-25       PROMPT PAYMENT                               OCT 2003
52.232-33       PAYMENT BY ELECTRONIC FUNDS TRANSFER-
                CENTRAL CONTRACTOR REGISTRATION              OCT 2003
52.233-1        DISPUTES- ALTERNATE 1                        JUL 2002
52.233-2        SERVICE OF PROTEST                           AUG 1996
52.233-3        PROTEST AFTER AWARD (AUG 1996) - ALT I       JUN 1985
52.239-1        PRIVACY OR SECURITY SAFEGUARDS               AUG 1998
52.242-1        NOTICE OF INTENT TO DISALLOW COSTS           APR 1984
52.242-3        PENALTIES FOR UNALLOWABLE COSTS              MAR 2001
52.242-13       BANKRUPTCY                                   JUL 1995
52.243-2        CHANGES - COST-REIMBURSEMENT                 AUG 1997
</TABLE>

<PAGE>

Contract No. HHSM-500-2005-000041
Page 37 of 40

<TABLE>
<S>             <C>                                          <C>
52.244-2        SUBCONTRACTS ALTERNATE II                    AUG 1998
52.245-1        PROPERTY RECORDS                             APR 1984
52.246-25       LIMITATION OF LIABILITY - SERVICES           FEB 1997
52.249-6        TERMINATION (COST-REIMBURSEMENT)             MAY 2004
52.251-1        GOVERNMENT SUPPLY SOURCES                    APR 1984
52.253-1        COMPUTER GENERATED FORMS                     JAN 1991
</TABLE>

1.2. DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATIONS (HHSAR)

<TABLE>
<CAPTION>
  NUMBER                         TITLE                         DATE
----------      ---------------------------------------      --------
<S>             <C>                                          <C>
352.202-1       DEFINITIONS-ALTERNATE                        JAN 2001
352.228-7       INSURANCE - LIMITATION TO THIRD PERSONS      DEC 1991
352.232-9       WITHHOLDING OF CONTRACT PAYMENTS             APR 1984
352.233-70      LITIGATION AND CLAIMS                        APR 1984
352.242-71      FINAL DECISIONS ON AUDIT FINDINGS            APR 1984
352.270-1       ACCESSIBILITY OF MEETINGS, CONFERENCES,
                AND SEMINARS TO PERSONS WITH
                DISABILITIES                                 JAN 2001
352.270-6       PUBLICATION AND PUBLICITY                    JUL 1991
</TABLE>

I.3. 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES-OCT 1997

      (a)   The Contractor shall make the following notifications in writing:

            (1)   When the Contractor becomes aware that a change in its
                  ownership has occurred, or is certain to occur, that could
                  result in changes in the valuation of its capitalized assets
                  in the accounting records, the Contractor shall notify the
                  Administrative Contracting Officer (ACO) within 30 days.

            (2)   The Contractor shall also notify the ACO within 30 days
                  whenever changes to asset valuations or any other cost changes
                  have occurred or are certain to occur as a result of a change
                  in ownership.

      (b)   The Contractor shall -

            (1)   Maintain current, accurate, and complete inventory records of
                  assets and their costs;

            (2)   Provide the AGO or designated representative ready access to
                  the records upon request;

            (3)   Ensure that all individual and grouped assets, their
                  capitalized values, accumulated depreciation or amortization,
                  and remaining useful lives are identified accurately before
                  and after each of the Contractor's ownership changes; and

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Contract No. HHSM-500-2005-000041
Page 38 of 40

            (4)   Retain and continue to maintain depreciation and amortization
                  schedules based on the asset records maintained before each
                  Contractor ownership change.

      (c)   The Contractor shall include the substance of the clause in all
            subcontracts under this contract that meet the applicability
            requirement of FAR 15.408(k).

I.4 FAR 32.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS.
                        (JUL 2004)

      (a)   Definitions. As used in this clause-

            "Commercial item" has the meaning contained Federal Acquisition
            Regulation 2.101, Definitions.

            "Subcontract" includes a transfer of commercial items between
            divisions, subsidiaries, or affiliates of the Contractor or
            subcontractor at any tier.

      (b)   To the maximum extent practicable, the Contractor shall incorporate,
            and require its subcontractors at all tiers to incorporate,
            commercial items or non-developmental items as components of items
            to be supplied under this contract.

      (c)

            (1)   The Contractor shall insert the following clauses in
                  subcontracts for commercial items:

                  (i)   52.219-8, Utilization of Small Business Concerns (May
                        2004) (15 U.S.C. 837(d)(2)(3)), in all subcontracts that
                        offer further subcontracting opportunities. If the
                        subcontract (except subcontracts to small business
                        concerns) exceeds $500,000 ($1,000,000 for construction
                        of any public facility), the subcontractor must include
                        52.219-8 in lower tier subcontracts that offer
                        subcontracting opportunities.

                  (ii)  52.222-26, Equal Opportunity (Apr 2002) (E.O.11246).

                  (iii) 52.222-35, Equal Opportunity for Special Disabled
                        Veterans, Veterans of the Vietnam Era, and Other
                        Eligible Veterans (Dec 2001) (38 U.S.C. 4212(a));

                  (iv)  52.222-36, Affirmative Action for Workers with
                        Disabilities (Jun 1998) (29 U.S.C. 793).

                  (v)   52.247-64, Preference for Privately Owned U.S.-Flag
                        Commercial Vessels (APR 2003) (46 U.S.C. Appx 1241 and
                        10 U.S.C. 2631) (flow down required in accordance with
                        paragraph (d) of FAR clause 522.47-64).

<PAGE>

Contract No. HHSM-500-2005-000041
Page 39 of 40

            (2)   While not required, the Contractor may flow down to
                  subcontracts for commercial Items a minimal number of
                  additional clauses necessary to satisfy its contractual
                  obligations.

      (d)   The Contractor shall include the terms of this clause, including
            this paragraph (d), in subcontracts awarded under this contract.

<PAGE>

Contract No. HHSM-500-2005-000041
Page 40 of 40

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTSS.

SECTION J - LIST OF ATTACHMENTS

      J.1 STATEMENT OF WORK- NO. 40700NMSPB
      J.2 GLOSSARY

<PAGE>

                                 ATTACHMENT J-1

                        STATEMENT OF WORK NO. 40700NMSPB

                        CONFIDENTIAL TREATMENT REQUESTED
   CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE MARKED
WITH BRACKETS ("[***]"). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

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

                                 ATTACHMENT J-1

                        STATEMENT OF WORK NO. 40700NMSPB

--------------------------------------------------------------------------------
<PAGE>

ATTACHMENT J-1

              STATEMENT OF WORK FOR THE RECOVERY AUDIT CONTRACTORS
                       PARTICIPATING IN THE DEMONSTRATION
                         (NON-MEDICARE SECONDARY PAYER)
                                 NO. 40700NMSPB

I.    PURPOSE

The purpose of this contract will be to support the Centers for Medicare &
Medicaid Services (CMS) in conducting a demonstration project in the state of
California using recovery audit contractors (RACs) to provide recovery audit
services to identify underpayments and overpayments and/or recoup overpayments
under the Medicare program for services for which payment is made under part A
or B of title XVIII of the Social Security Act. CMS is utilizing this
demonstration project to evaluate the use of recovery audit services in
identifying and recouping overpayments determined during the post payment claim
review process and in identifying and recovering Non-Medicare Secondary Payer
(MSP) non beneficiary Group Health Plan (GHP) based overpayments. This package
includes the requirements for RACs in identifying and recouping Non-Medicare
Secondary Payer (MSP) non beneficiary Group Health Plan (GHP) based
overpayments.

CMS envisions the following task:

      1.    Identifying Medicare claims through the post payment claims review
            process that contain non-MSP underpayments and overpayments for
            which payment was made under part A or B of title XVIII of the
            Social Security Act. This may NOT include identifying overpayments
            associated with non-MSP voluntary refunds.

            a.    For each of these overpayments identified, the RAC SHALL
                  attempt recoupment.

      For any RAC-initiated overpayment that is appealed by the provider, the
      RAC shall provide support to CMS throughout the administrative appeals
      process and, where applicable, a subsequent appeal to the appropriate
      Federal court.

      Note: Duplicate primary payments to providers (where both Medicare and
      another payer have made payment) are MSP recovery claims against the
      provider and are not within the scope of this SOW.

II.   BACKGROUND

STATUTORY REQUIREMENTS

Section 306 of the Medicare Prescription Drug, Improvement and Modernization Act
of 2003 (MMA) requires the Secretary of Health and Human Services (the
Secretary) to conduct a demonstration project for the Medicare population to
demonstrate the use of RACs under the Medicare Integrity Program in identifying
underpayments and overpayments and recouping overpayments under the Medicare

                                        1

<PAGE>

ATTACHMENT J-1

program associated with services for which payment is made under part A or B of
title XVIII of the Social Security Act.

CMS is required to actively review Medicare payments for services to determine
accuracy and if errors are noted to pursue the collection of any payment that it
determines was in error. To gain additional knowledge research the following
documents:

      -     The Financial Management Manual, the Program Integrity Manual (PIM),
            and the Medicare Secondary Payer Manual (see
            www.cms.hhs.gov/manuals) published by CMS for use by CMS
            contractors,

      -     The Debt Collection Improvement Act of 1996

      -     The Federal Claims Collection Act, as amended and

      -     Related regulations found in 42 CFR.

III. SPECIFIC TASKS

Independently and not as an agent of the Government, the Contractor shall
furnish all the necessary services, qualified personnel, material, equipment,
and facilities, not otherwise provided by the Government, as needed to perform
the Statement of Work.

TASK 1 - PROJECT ADMINISTRATION

A.    Initial Meeting with PO and CMS Staff

      The RAC's key project staff shall meet in Baltimore, Maryland with the PO
      and relevant CMS staff within two weeks of the date of award (DOA) to
      discuss the project plan. The specific focus will be to discuss the time
      frames for the tasks outlined below. Within 2 weeks of this meeting, the
      RAC will submit a formal project plan outlining the resources and time
      frame for completing the work outlined. It will be the responsibility of
      the RAC to update this project plan as necessary during the course of the
      demonstration. In particular, the RAC will be responsible for notifying
      CMS when any changes in the project plan will affect the ability to
      complete tasks according to the agreed upon time frame. No changes shall
      be made to the project plan without prior approval from the PO.

B.    MONTHLY CONFERENCE CALLS

      On a monthly basis the RAC's key project staff will participate in a
      conference call with CMS to discuss the progress of the work, evaluate any
      problems, and discuss plans for immediate next steps of the project. The
      RAC will be responsible for setting up the conference calls, preparing an
      agenda documenting the minutes of the meeting and preparing any other
      supporting materials as needed.

                                        2

<PAGE>

ATTACHMENT J-1

C.    MONTHLY PROGRESS REPORTS

      The RAC shall submit monthly administrative progress reports outlining all
      work accomplished during the previous month.

      At a minimum, such reports shall cover the following items:

      -     Activities during the previous month:

            -     For the identification of overpayment/underpayments and the
                  collection of overpayments: underpayments and overpayments
                  identified, overpayments demanded, overpayments disputed with
                  status, "intent to refer" letters issued, overpayments
                  collected in full, overpayments partially collected,
                  overpayments resolved without collection (and the basis for
                  resolution).

            -     For the recovery of uncollectible non-MSP debts: debts
                  collected in full, debts partially collected, debts resolved
                  without collection (and the basis for resolution), reports on
                  all other standard activities as described in the accepted
                  proposal or as agreed upon by CMS and the RAC.

      -     Problems encountered and potential future problems including actual
            and possible delays in deliverables.

      -     Activities planned for the forthcoming month

      -     A brief discussion of substantive findings to date, if any

      Each monthly report shall be submitted by the close of business on the
      fifth business day following the end of the month by email to the CMS PO
      and one copy accompanying the contractor's voucher that is sent to the CMS
      contracting officer.

D.    RAC DATABASE

      CMS will provide a RAC Database to facilitate communication between the
      RACs, CMS, certain other contractors, and any other CMS-identified entity.
      CMS anticipates that the RAC Database will be a web-based application and
      that the RAC will connect to the RAC Database through a T1 line. CMS will
      provide user ID's/passwords to access the RAC Database. The RAC will be
      responsible for providing the appropriate equipment so that they can
      access the database.

TASK  2 - IDENTIFICATION OF NON- MSP OVERPAYMENTS

Identification of Non-MSP Medicare Overpayments and Underpayments

                                        3

<PAGE>

ATTACHMENT J-1

The RAC(s) shall pursue the identification of Medicare claims which contain
non-MSP overpayments and underpayments for which payment was trade or should
have been made under part A or B of title XVIII of the Social Security Act.

A.    NON-MSP OVERPAYMENTS/UNDERPAYMENTS INCLUDED IN THIS STATEMENT OF WORK

      Unless prohibited by Section 2B, the RAC may attempt to identify
      overpayments/underpayments that result from any of the following:

      -     Incorrect payment amounts (exception: in cases where CMS issues
            instructions directing contractors to not pursue certain incorrect
            payments made)

      -     Non-covered services (including services that are not reasonable and
            necessary under section 1862(a)(1)(A) of the Social Security Act).

      -     Incorrectly coded services (including DRG miscoding)

      -     Duplicate services

      The RAC may attempt to identify non-MSP overpayments/underpayments on
      claims (including inpatient hospital claims) -

      -     Appropriately submitted to carriers and intermediaries in
            California, or

      -     Appropriately submitted to DMERCs for services provided to
            beneficiaries with a primary residence in California.

B.    NON-MSP OVERPAYMENTS/UNDERPAYMENTS EXCLUDED FROM THIS STATEMENT OF WORK

      The RAC may NOT attempt to identify overpayments/underpayments arising
      from any of the following:

            1.    SERVICES PROVIDED UNDER A PROGRAM OTHER THAN MEDICARE
                  FEE-FOR-SERVICE

                  For example, RACs may NOT attempt to identify
                  overpayments/underpayments in the Medicare Managed Care
                  program, Medicare drug card program or drug benefit program.

            2.    COST REPORT SETTLEMENT PROCESS

                  RACs may NOT attempt to identify underpayments and
                  overpayments that result from Indirect Medical Education (IME)
                  and Graduate Medical Education (GME) payments

            3.    EVALUATION AND MANAGEMENT (E&M) SERVICES THAT ARE INCORRECTLY
                  CODED (CPT CODES 99201-99499)

                  The RAC shall NOT attempt to identify
                  overpayments/underpayments that result form a provider
                  mis-coding the E&M service (e.g., billing for a level 4 visit
                  when the medical record only supports

                                        4

<PAGE>

ATTACHMENT J-1

                  a level 3 visit). However, the RAC MAY attempt to identify
                  overpayments/underpayments arising from:

                        -     E&M services that are not reasonable and necessary

                        -     violations of Medicare's global surgery payment
                              rules even in cases involving E&M services

            4.    CLAIMS PAID OR DENIED IN THE CURRENT FISCAL YEAR.

                  The RAC shall not attempt to identify any overpayment or
                  underpayment in the current fiscal year. The RAC shall limit
                  its work to claims paid in prior fiscal years.

            5.    CLAIMS WHERE THE MEDICARE REGULATIONS INDICATE THAT THE
                  MEDICARE PROGRAM DOES NOT HAVE THE AUTHORITY TO REOPEN CLAIMS

                  The RAC shall not attempt to identify any overpayment or
                  underpayment more than 4 years past the date of the initial
                  determination made on the claim. Any overpayment or
                  underpayment inadvertently identified by the RAC after this
                  timeframe shall be set aside. The RAC shall take no further
                  action on these claims except to indicate the appropriate
                  status code on the RAC Database.

            6.    CLAIMS WHERE THE BENEFICIARY IS LIABLE FOR THE OVERPAYMENT
                  BECAUSE THE PROVIDER IS WITHOUT FAULT WITH RESPECT TO THE
                  OVERPAYMENT

                  The RAC shall not attempt to identify any overpayment where
                  the provider is without fault with respect to the overpayment.
                  If the provider is without fault with respect to the
                  overpayment, liability switches to the beneficiary. The
                  beneficiary would be responsible for the overpayment and would
                  receive the demand letter. The RAC may not attempt recoupment
                  from a beneficiary. One example of this situation may be a
                  service that was not covered because it was not reasonable and
                  necessary but the beneficiary signed an Advance Beneficiary
                  Notice. Chapter 3 of the PIM and HCFA/CMS Ruling #95-1 explain
                  Medicare liability rules. Without fault regulations can be
                  found at 42 CFR 405.350 and further instructions can be found
                  in Chapter 3 of the Financial Management Manual.

            7.    RANDOM SELECTION OF CLAIMS

                  The RAC shall adhere to Section 935 of the Medicare
                  Prescription Drug, Improvement and Modernization Act of 2003,
                  which prohibits the use of random claim selection for any
                  purpose other than to establish an error rate. Therefore, the
                  RAC shall not use random review in order to identify cases for
                  which it will order medical records from the provider.
                  Instead, the RAC shall utilize data analysis techniques in
                  order to identify those claims most likely to contain
                  overpayments. The process is called "targeted review". The RAC
                  may not target a claim solely because it is a high dollar

                                        5

<PAGE>

ATTACHMENT J-1

                  claim but may target a claim because it is high dollar AND
                  contains other information that leads the RAC to believe it is
                  likely to contain an overpayment.

            8.    CLAIMS IDENTIFIED WITH A SPECIAL PROCESSING NUMBER

                  Claims containing Special Processing Numbers are involved in a
                  Medicare demonstration or have other special processing rules
                  that apply. These claims are not subject to review by the RAC.

            9.    PREPAYMENT REVIEW

                  The RAC shall identify Medicare overpayments and underpayments
                  using the post payment claims review process. Any other source
                  of identification of a Medicare overpayment or underpayment
                  (such as prepayment review) is not included in the scope of
                  this contract.

C.    PREVENTING OVERLAP

      1.    PREVENTING OVERLAP WITH CONTRACTOR PERFORMING CLAIMS REVIEW AND/OR
            RESPONSIBLE FOR RECOVERIES.

            In order to minimize the impact on the provider community, CMS would
            like to avoid situations where the RAC and another Medicare
            contractor are working on the same claim. Therefore, the RAC
            Database will be used by the RAC to determine if another entity
            already has the provider and/or claim under review. The RAC Database
            will include a master table of excluded providers and claims. This
            table will be updated on an as needed basis. Before beginning a
            claim review the RAC shall input the claim(s) into the RAC Database.
            If another entity has the provider and/or claim under review the RAC
            Database will notify the RAC. If the RAC Database does not inform
            the RAC that the provider and/or claim is under review the RAC may
            proceed with the review. As updates to the master table are
            received, the RAC Database will scan all current entries in the
            database. If any exist that are now excluded the RAC will be
            notified through a report. The following contractors may input
            providers and/or claims into the master table for exclusion:

                  -     Part B physician or supplier claims: the carrier medical
                        review unit for the state.

                  -     Part A claims (other than inpatient PPS hospital claims
                        and long term care hospital claims): the intermediary
                        medical review unit for the state.

                  -     Part A inpatient PPS hospital claims and long term
                        hospital claims: the Quality Improvement Organization
                        (QIO) for the state,

                                        6

<PAGE>

ATTACHMENT J-1

                  -     Durable Medical Equipment, Prosthetics, Orthotics and
                        Supplies: the appropriate DMERC medical review unit or
                        full PSC medical review unit for the state.

            For the purposes of this SOW, these contractors will be called
            "affiliated contractors" or ACs.

            The AC will only identify the claim as not available for review for
            the following reasons: 1) the AC has an ongoing postpay review on
            the claim, 2) the AC previously made a prior authorization
            determination on the claim, 3) the AC previously requested the
            medical record associated with the claim. or 4) the AC previously
            issued a full or partial denial for the claim. CMS will instruct ACs
            that once a claim is identified as available, the AC may not begin a
            postpayment medical review case on similar claims (i.e., same
            provider, same services). CMS policy is that the first organization
            to identify the overpayment gets to develop the case.

      2.    PREVENTING RAC OVERLAP WITH CONTRACTORS, CMS, OGC, DOJ, OIG AND/OR
            OTHER LAW ENFORCEMENT ENTITIES PERFORMING POTENTIAL FRAUD REVIEW.

            CMS must ensure that RAC activities do not interfere with potential
            fraud reviews being conducted by Benefit Integrity (BI) Program
            Safeguard Contractors (PSCs) or DMERC BI units or with potential
            fraud investigations being conducted by law enforcement. Therefore,
            RACs shall input all claims into the RAC Database before attempting
            to identify or recover overpayments. (The master table described
            above will be utilized.) The following contractors may input
            providers and/or claims into the master table for exclusion:

                  -     The BI PSC for the state and/or

                  -     The DMERC BI unit with claims jurisdiction for
                        beneficiaries residing in the state

            For the purposes of this SOW, these contractors will be called "BI
            contractors."

            (See Task 7, section F regarding how BI contractors or CMS can
            recall cases at any time.) CMS policy is that the BI contractor's
            (and law enforcement's) needs take precedence over the RAC's desire
            to pursue a case.

D.    OBTAINING AND STORING MEDICAL RECORDS FOR NON-MSP REVIEWS

      Whenever needed for non-MSP reviews, the RAC may obtain medical records by
      going onsite to the provider's location to view/copy the records or by
      requesting that the provider mail/fax the records to the RAC. If the RAC
      attempts an onsite visit and the provider refuses to allow access to their
      facility, the RAC may not make an overpayment determination based upon the
      lack of access. Instead, the RAC shall request the needed records in
      writing.

                                        7

<PAGE>

ATTACHMENT J-1

      1.    PAYING FOR MEDICAL RECORDS

            a.    RACs shall pay for medical records

                  Should the RAC guest medical records associated with:

                        -     an acute care inpatient prospective payment system
                              (PPS) hospital (DRG) claim,

                        -     a Long Term Care hospital claim,

                  the RAC shall pay the provider for producing the records in
                  accordance with the current formula or any applicable payment
                  formula created by state law. (The current per page rate is:
                  medical records photocopying costs at a rate of $.12 per page
                  for reproduction of PPS provider records and $.15 per page for
                  reproduction of non-PPS institutions and practitioner records,
                  plus first class postage. Specifically, hospitals and other
                  providers (such as critical access hospitals) under a Medicare
                  cost reimbursement system, receive no photocopying
                  reimbursement. Capitation providers such as HMOs and dialysis
                  facilities receive $.12 per page. The formula calculation can
                  be found at 42 CFR Section 476.78(c). All changes to the
                  formula calculation or rate will be published in the Federal
                  Register.)

            b.    RACs may pay for medical records.

                  Should the RAC request medical records associated with any
                  other type of claim including but not limited to the
                  facilities listed in PIM 1.12, paragraph 2, the RAC may (but
                  is not required to) pay the provider for producing the record
                  using any formula the RAC desires.

2.    UPDATING THE CASE FILE

      The RAC shall indicate in the case file (See Task 7, section H for
      additional case record maintenance instructions.)

            -     A copy of all request letters,

            -     Dates of any calls made, and

            -     Notes indicating what transpired during the call.

3.    ASSESSING AN OVERPAYMENT FOR FAILING TO PROVIDE REQUESTED MEDICAL RECORDS

      Pursuant to the instructions found in PIM 3.10 and Exhibits 9-12, the RAC
      may find the claim to be an overpayment if medical records are requested
      and not received within 45 days. Additional letters/calls are at the
      discretion of the RAG.

                                        8

<PAGE>

ATTACHMENT J-1

      4.    STORING AND SHARING MEDICAL RECORDS

            The RAC must make available, to all ACs, CMS, OIG, (and others as
            indicated by the PO) any requested medical record.

            a.    Storing and sharing PAPER medical records

                  Should the RAC choose to store and share paper medical records
                  upon request, they shall:

                        -     Store medical record NOT associated with an
                              overpayment for 1 year,

                        -     Store medical records associated with an
                              overpayment for duration of the contract,

                        -     Send the copy via mail or fax within 10 calendar
                              days of the request,

                        -     Maintain a log of all requests for medical records
                              indicating at least the requester, a description
                              of the medical record being requested, the date
                              the request was received, and the date the request
                              was fulfilled. The RAC Database will not be
                              available for this purpose.

            b.    Storing and sharing IMAGED medical records

                  Should the RAC choose to store and share imaged medical
                  records, they shall:

                        -     Provide a document management system that meets
                              the requirements outlined in Appendix 1

                        -     Store medical record NOT associated with an
                              overpayment for 1 year,

                        -     Store medical records associated with an
                              overpayment for duration of the contract,

                        -     Maintain a log of all requests for medical records
                              indicating at least the requester, a description
                              of the medical record being requested, the date
                              the request was received, and the date the request
                              was fulfilled. The RAC Database will not be
                              available for this purpose.

                                        9

<PAGE>

ATTACHMENT J-1

Upon the end of the demonstration or contract, the RAC shall send copies of the
imaged records to the contractor specified by the PO.

E.    COVERAGE AND/OR CORRECT CODING REVIEW PROCESS

      1.    COVERAGE CRITERIA.

            The RAC shall consider a service to be covered under the Medicare
            program if it meets all of the following conditions:

                  a.    It is included in one of the benefit categories
                        described in Title XVIII of the Act;

                  b.    It is not excluded from coverage on grounds other than
                        1862(a)(1); and

                  c.    It is reasonable and necessary under Section 1862(a)(1)
                        of the Act.

      2.    MINOR OMISSIONS.

            The RAC shall not make denials on minor omissions such as missing
            dates or signatures.

      3.    MEDICARE POLICIES AND ARTICLES.

            The RAC shall comply with all National Coverage Determinations
            (NCDs), Coverage Provisions in Interpretive Manuals, national
            coverage and coding articles, local coverage determinations (LCDs)
            (formerly called local medical review policies (LMRPs) and local
            coverage/coding articles in their jurisdiction. NCDs, LMRPs/LCD and
            local coverage/coding articles can be found in the Medicare Coverage
            Database (www.cms.hhs.gov/mcd). Coverage Provisions in Interpretive
            Manuals can be found in various parts of the Medicare Manuals. In
            addition, the RAC shall comply with all relevant joint signature
            memos forwarded to the RAC by the project officer.

      4.    INTERNAL GUIDELINES.

            As part of its process of reviewing claims for coverage and coding
            purposes, the RAC may (but is not required to) develop detailed
            written review guidelines. For the purposes of this SOW, these
            guidelines will be called "Internal Guidelines." Internal
            Guidelines, in essence, will allow the RAC to operationalize carrier
            and intermediary LCDs and NCDs. Internal Guidelines shall specify
            what information should be reviewed by reviewers and the appropriate
            resulting determination. The RAC need not hold public meetings or
            seek public comments on their proposed internal guidelines. However,
            they must make their Internal Guidelines available to CMS, ACs, BI

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            contractor and the public upon request. Internal Guidelines shall
            not create or change policy.

      5.    ADMINISTRATIVE RELIEF FROM REVIEW IN THE PRESENCE OF A DISASTER.

            The RAC shall comply with PIM 3.2.2 regarding administrative relief
            from review in the presence of a disaster.

      6.    EVIDENCE.

            The RAC shall only identify a claims overpayment where there is
            supportable evidence of the overpayment. There are two primary ways
            of identification:

                  a)    Through "automated review" of claims data without human
                        review of medical or other records; and

                  b)    Through "complex review" which entails human review of a
                        medical record or other documentation.

      7.    AUTOMATED COVERAGE/CODING REVIEWS.

            The RAC shall use automated review only in situations where there is
            certainty that the services is not covered or incorrectly coded, was
            a duplicate payment or other claims related overpayment. An
            automated review may only be performed if the requirements of PIM
            3.5.1 are met. For example, if the National Coverage Determination
            (NCD) or Local Coverage Determination (LCD) states that the service
            is never considered reasonable and necessary for people with
            condition X, the RAC may identify this overpayment via an automated
            review. On the other hand, if the NCD states that the service is
            rarely considered reasonable and necessary for people with condition
            X, the RAC shall conduct a complex review in order to determine if
            an overpayment exists.

      8.    COMPLEX COVERAGE/CODING REVIEWS.

            The RAC shall use complex medical review in situations where the
            requirements of PIM 3.5.1 are not met. Complex medical review is
            used in situations where there is a high probability (but not
            certainty) that the service is not covered and copies of medical
            records will be needed to provide support for the overpayment.

F.    ACTIVITIES FOLLOWING REVIEW

      1.    RATIONALE FOR DETERMINATION.

            The RAC shall document the rationale for the determination. This
            rationale shall list the review findings including a description of
            the Medicare policy or rule that was violated and a statement as to
            whether the violation a) resulted in an overpayment or b) did not
            affect payment.

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            The RAC shall make available upon request by any other ACs, CMS,
            OIG, (and others; as indicated by the PO) any requested rationale.

            a.    Storing and sharing PAPER rationale documents

            Should the RAC choose to store and share review rationale documents
            in paper format, they shall:

                  -     Store rationale documents NOT associated with an
                        overpayment for 1 year,

                  -     Store rationale documents associated with an overpayment
                        for the duration of the contract,

                  -     Send the copy via mail or fax within 10 calendar days of
                        the request

                  -     Maintain a log of all requests for rationale documents
                        indicating at least the requester, a description of the
                        rationale being requested, the date the request was
                        received, and the date the request was fulfilled. The
                        RAC Database will not be available for this purpose.

            c.    Storing and making available IMAGED rationale documents

            Should the RAC choose to store and make available imaged rationale
            documents, they shall:

                  -     Provide a document management system that meets the
                        requirements outlined in Appendix 1,

                  -     Store rationale documents NOT associated with an
                        overpayment for 1 year,

                  -     Store rationale documents associated with an overpayment
                        for the duration of the contract,

                  -     Maintain a log of all requests for rationale documents
                        indicating at least the requester, a description of the
                        medical record being requested, the date the request was
                        received, and the date the request was fulfilled. The
                        RAC Database will not be available for this purpose.

            Upon the end of the demonstration or contract, the RAC shall send
            copies of the imaged rationale documents to the contractor specified
            by the PO.

      2.    COMMUNICATION WITH PROVIDERS ABOUT NON-MSP CASES

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            a.    Automated review.

                  The RAC shall communicate to the provider the results of each
                  automated review that results in an overpayment determination.
                  The RAC shall inform the provider of which
                  coverage/coding/payment policy or article was violated. The
                  RAC need not communicate to providers the results of automated
                  reviews that do not result in an overpayment determination.
                  The RAC shall record the date and format of this communication
                  in the RAC Database.

            b.    Complex review.

                  The RAC shall communicate to the provider the results of every
                  complex review (i. e., every review where a medical record was
                  obtained), including cases where no overpayment was
                  identified. In cases where an overpayment was identified, the
                  RAC shall inform the provider of which coverage/coding/payment
                  policy or article was violated. The RAC shall record the date
                  and format of this communication in the RAC Database.

      3.    DETERMINE THE OVERPAYMENT AMOUNT ON NON-MSP CASES

            a.    Full denials

                  A full denial occurs when the RAC determines that:

                        i.    The submitted service was not reasonable and
                              necessary and no other service would have been
                              reasonable and necessary, or

                        ii.   No service was provided.

                  The overpayment amount is the total paid amount for the
                  service in question.

            b.    Partial denials

                  A partial denial occurs whets the RAC determines that:

                        i.    The submitted service was not reasonable and
                              necessary but a lower level service would have
                              been reasonable and necessary, or

                        ii.   The submitted service was upcoded (and a lower
                              level service was actually performed).

                  In these cases, the RAC must determine the level of service
                  that was reasonable and necessary or represents the correct
                  code for the service described in the medical record. In order
                  to determine the actual overpayment amount, the claim
                  adjustment will have to be completed by the AC. Once the AC
                  completes the claim adjustment, the AC will notify the RAC
                  through the RAC

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                  Database (or another method instructed by CMS) of the
                  overpayment amount. The RAC shall then proceed with recovery.
                  The RAC can only collect the difference between the paid
                  amount and the amount that should have been paid.

            c.    Extrapolation.

                  Follow the procedures found in PIM 3.10 and Exhibits 9-12, as
                  well as MMA Section 935(a), regarding the use of
                  extrapolation.

            d.    Recording the Overpayment Amount in the RAC Database

                  The RAC shall update the RAC Database with:

                        -     The overpayment amount for each claim in question

                        -     Line level claim detail with
                              overpayment/underpayment amounts;

                        -     The date of the original demand, any subsequent
                              demand and the DCIA intent to refer letter;

                        -     The applicable interest rate;

                        -     Collection detail and/or document adjustments due
                              to valid documented defenses to the overpayment.

      Once an overpayment is identified, the RAC shall proceed with the Recovery
      of Medicare Overpayments.

G.    POTENTIAL FRAUD

      The RAC shall report instances of potential fraud immediately to the BI
      contractor via the RAC Database. The RAC must review all entries made by
      the BI contractor into the RAC Database on a daily basis to see if the BI
      contractor has recalled any cases. (If possible, the RAC Database will
      create a report to assist the RAC in determining if any new recalled cases
      exist and if any of them are being worked by the RAC.) (See Task 7 section
      F on recalled cases)

TASK 3 - NON-MSP UNDERPAYMENTS

Upon identifying an underpayment, normally through an automated review, the RAC
will update the RAC Database (Or another method instructed by CMS) with the
claim and the underpayment status code. On a monthly basis the RAC shall submit
a report to the PO listing all underpayments the RAC identified during the
month. All documentation supporting the underpayment determinations shall be
attached to the report. The report and supporting documentation shall be
characterized so that a reviewer could easily determine what documentation goes
with what underpayment determination. The PO will maintain a file and then
forward relevant Medicare underpayment information to the appropriate AC or
instruct the appropriate AC to proceed with the underpayment determination.

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TASK 4 - RECOUPMENT OF NON-MSP OVERPAYMENTS

The RAC(s) will pursue the recoupment of non-MSP Medicare overpayments that are
identified through Task 2. The recovery techniques utilized by the RAC shall be
legally supportable. The recovery techniques shall follow the guidelines of all
applicable CMS regulations and manuals as well as all federal debt collection
standards. Some guidelines specific to CMS include, but are not limited to, 42
CFR, the Debt Collection Improvement Act of 1996, and the Federal Claims
Collection Act, as amended. The RAC is required to follow the manual guidelines
in the Medicare Financial Management Manual, Chapter 3 & 4, as well as
instructions in CMS One Time Notifications and Joint Signature Memorandum unless
otherwise instructed in this statement of work or specifically agreed to by the
PO.

CMS utilizes a threshold for the recovery of overpayments to physicians and
suppliers for non-MSP Part B or DME claims. This threshold is $10.00. The RAC
shall not demand or attempt recoupment on a non-MSP overpayment for a Part B
service to a physician or supplier if the amount is less than $10.00.
Overpayments may be aggregated to meet the $10.00 threshold. CMS does not
utilize a threshold for the recovery of overpayments for non-MSP Part A claims.

A.    Demand Letter

Afteridentification, the first recovery step taken by the RAC shall be the
issuance of a written demand letter. Non-MSP demand letter(s) shall include all
necessary information specified in the Medicare Financial Management Manual,
Chapter 4, section 20 and section 90 (unless specifically excluded in this
statement of work). The CMS Project Officer shall approve a sample demand letter
before any demand letters can be sent.

B.    Recoupment through Current and/or Future Medicare Payments

Medicare utilizes recoupment, as defined in 42 CFR 405.370 to recover a large
percentage of all Medicare provider overpayments. "Recoupment" as defined in 42
CFR 405.370 is the recovery by Medicare of any outstanding Medicare debt by
reducing present or future Medicare provider payments and applying the amount
withheld to the indebtedness. Non-MSP overpayments identified and demanded by
the RAC will also be subject to the existing withhold procedures. The existing
withhold procedures can be found in the Medicare Financial Management Manual,
Chapter 4, section 40.1. The withhold of present and/or future payments will
occur by the appropriate Medicare FI or Carrier. These withhold procedures will
be used for all non-MSP provider overpayments.

Once payments are withheld, the withhold remains in place until the debt is
satisfied in full or alternative payment arrangements are made. As payments are
withheld they are applied against the oldest outstanding overpayment. The debt
receiving the payments may or may not have been determined by the RAC. All
payments are first applied to interest and then to principal. Interest accrues
from the date of the demand letter and in accordance with 42 CFR 405.378.

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ATTACHMENT J-1

The RAC will receive a contingency payment, as stated in the Payment Methodology
attachment, for all amounts recovered from the withhold of present and/or future
payments that are applied to the principal amount identified and demanded by the
RAC.

The RAC should not stop recovery attempts strictly because recoupment of the
overpayment through current and/or future Medicare payments is being attempted.
Outside of the first demand letter and the Intent to Refer demand letter and the
offset process, the RAC can determine the recovery methods they choose to
utilize. See the Medicare Financial Management Manual, Chapter 4 ss.20 and ss.90
for minimum requirements of the Medicare Fiscal Intermediaries and Carriers. All
recoupment methods shall be explained in the bidder's proposal.

C.    Repayment Through Installment Agreements

The RAC shall offer the provider the ability to repay the overpayment through an
installment plan. The RAC shall have the ability to approve installment plans up
to 12 months in length. If a provider requests an installment plan over 12
months in length the RAC shall forward a recommendation to the appropriate
regional office. The regional office will review the case and if the recommended
installment plan is over 36 months in length, the regional office will forward
the recommendation to Central Office for approval. The RAC shall not deny an
installment plan request. However, the RAC may recommend denial. All recommended
denials shall be forwarded to the appropriate regional office for review. If
necessary the regional office will request Central Office assistance. If an
installment plan requires assistance from the Regional or Central Office, the
package shall include all documents listed in the Medicare Financial Management
Manual, Chapter 4, Section 50.3. When reviewing all installment agreements the
RAC shall follow the guidelines in section 1893(f)(1) of the Social Security Act
as amended by section 935(a) of the Medicare Prescription Drug, Improvement and
Modernization Act of 2003.

The RAC will receive a contingency payment based on the principal amount of each
installment payment. As the provider submits monthly payments, the RAC shall
receive the applicable contingency payment for the principal amount received.

D.    Referral to the Department of Treasury

The Debt Collection Improvement Act of 1996 (DCIA) requires federal agencies to
refer eligible delinquent debt to a Treasury designated Debt Collection Center
for cross servicing and further collection activities, including the Treasury
Offset Program. CMS is mandated to refer all eligible debt, over 180 days
delinquent, for cross servicing.

Per DCIA referral criteria, "delinquent" is defined as debt: (1) that has not
been paid (in full) or otherwise resolved by the date specified in the agency's
initial written notification (i.e.. the agency's first demand letter), unless
other payment arrangements have been made, or (2) that at any time thereafter
the debtor defaults on a repayment agreement.

Debts ineligible for referral include:

      -     Debts in appeal status (pending at any level);

      -     Debts where the debtor is in bankruptcy;

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ATTACHMENT J-1

      -     Debts under a fraud and abuse investigation if the contractor has
            received specific instructions from the investigating unit (i.e.,
            Office of Inspector General or Office of General Counsel, etc.) not
            to attempt collection;

      -     Debts in litigation ("litigation" means litigation which involves
            the federal government as a party; it does not include litigation
            between the debtor and some party other than the federal
            government);

      -     Debts where the only entity which received the last demand letter is
            the employer and the employer is a Federal agency (MSP debts only);

      -     Debts where the debtor is deceased;

      -     Debts where CMS has identified a specific debt or group of debtors
            as excluded from DCIA referral (MSP debts only);

      -     Debts where there is a pending request for a waiver or compromise;

      -     Debts less than $25.00 (for non-MSP this amount is principal only;
            for MSP this amount is principal and interest);

      -     Debts of $100 or less where no TIN is available.

The RAC shall issue a written notification to the debtor with the appropriate
intent to refer language within a time frame that allows for the RAC to issue an
appropriate reply to all timely responses to the "intent to refer" letter before
the debt is 130 days DELINQUENT. All outstanding debts remaining unresolved and
not under a non-delinquent installment agreement must be sent to the affiliated
contractor for referral to Treasury on or before they are 130 days delinquent.
The intent to refer language can be found in the Medicare Financial Management
Manual, Chapter 4, Section 70 for non-MSP. The RAC is required to cease all
recovery efforts once the debt is referred to the Department of Treasury. The AC
will prepare the case for referral and will notify the RAC, through the RAC
Database when the debt is referred. Once the overpayment referred it is no
longer the responsibility of the RAC. However, the RAC shall receive a lesser
contingency payment as identified in the Payment Methodology Scale if Treasury
is able to fully or partially collect the overpayment. This fee will be a
percentage of the principal amount recovered after deduction for fees that must
be paid to Treasury.

E.    Compromise and/or Settlement of Overpayment

The RAC shall not have any authority to compromise and/or settle an identified
or possible non-MSP overpayment. If a debtor presents the RAC with a compromise
request, the RAC shall forward the overpayment/MSP recovery claim case and all
applicable supporting documentation to the CMS PO for direction. The RAC must
include its recommendation on the request and justification for such
recommendation. If the debt is greater than $100,000, the package must include a
completed Claims Collection Litigation Report (CCLR). If the provider presents
the RAC with a settlement offer or a consent settlement inquest, the RAC shall
forward the overpayment case and all applicable supporting documentation to the
CMS PO for direction. If CMS determines that a compromise and/or settlement is
in the best interests of Medicare, the RAC shall receive a contingency payment
for the portion of principal that was recouped, providing that the RAC initiated
recoupment by sending a demand letter prior to the compromise and/or settlement
offer being received.

F.    Voluntary/Self-Disclosure of Non-MSP Overpayments by the Provider

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ATTACHMENT J-1

If a provider voluntarily self-discloses a non-MSP overpayment after the RAC
issues a demand letter or a request for medical record, the RAC will receive a
discounted contingency fee based on the Payment Methodology Scale. In order to
be eligible for the contingency fee, the type and dates of service for the
self-disclosed overpayment must be in the RAC's most recently approved project
plan.

      -     If the provider self-discloses this kind of case to the RAC, the RAC
            shall document the case in its files and databases, and forward the
            check to the appropriate Medicare contractor.

      -     If the provider self-discloses this kind of case to the Medicare
            contractor, the Medicare contractor will notify the RAC within 5
            calendar days and will forward the case file (minus the check) to
            the RAC within 10 calendar days. The RAC will document the case in
            its files and databases.

The RAC shall cease recovery efforts for the claims involved in the
self-disclosure immediately upon becoming aware (i.e., when the RAC is notified
by the Medicare contractor, the provider, etc.)

If a provider voluntarily self-discloses a non-MSP overpayment, and the
self-disclosed overpayment does NOT involve the same types of services for which
the RAC had issued a demand letter or a request for medical records, then the
RAC is not entitled to a contingency fee amount.

      -     If the provider self-discloses this kind of case to the RAC and
            forward the check to the appropriate Medicare contractor.

      -     If the provider self-discloses this kind of case to the Medicare
            contractor, the RAC need take no action.

The RAC may continue recovery efforts since the provider self- disclosure
involved a different provider/service combination.

Unsolicited/Voluntary Refunds (by check or claims adjustment, including those
due to credit balances) -- Occasionally the AC may receive an
unsolicited/voluntary refund from a provider. An unsolicited/voluntary refund is
a refund that is submitted to the AC without a demand letter. It is a situation
where the provider realizes that a refund is due the Medicare program and
refunds the money to the AC. By definition, an unsolicited/voluntary refund (by
check or by claims adjustment) must occur before a demand letter is issued. The
RAC shall not receive any contingency payment on an unsolicited/voluntary
refund.

G.    Recoupment During the Appeals Process

This section is applicable only to non-MSP provider overpayments and MSP
non-beneficiary GHP uncollectible debt. There is no formal administrative
appeals process for employer, insurer/third party administrator, or workers'
compensation carrier debt although the RAC must respond timely and appropriately
to all debtor communications, including payment by check. Additionally the RAC

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ATTACHMENT J-1

must provide support, as needed, if the debt is disputed outside of the formal
administrative appeals process after being returned to the local contractor (or
a third party as designated by CMS) for further collection action including
referral to the Department of the Treasury for further debt collection
activities.

The RAC shall ensure that all demand letters initiated as a result of an
identified overpayment in Task 2 contain provider appeal rights, where
applicable.

If a provider files an appeal with the appropriate entity within the appropriate
timeframes, the RAC shall follow Section 1893(f)(2) of the Social Security Act
as amended by section 935(a) of the Medicare Prescription Drug, Improvement, and
Modernization Act of 2003 regarding the limitation on recoupment.

Once the RAC is notified of the appeal request, the RAC shall cease all recovery
efforts. If a provider instructs the RAC that it has filed an appeal, the RAC
shall cease recovery efforts and confirm the appeal request with the CMS Project
Officer or its delegate. After the reconsideration level of the appeal process
(completed by the Qualified Independent Contractor (QIC)) is adjudicated (or the
first level of appeal if the QIC reconsideration process has not been
implemented yet), the RAC shall resume recovery efforts if the decision was
against the provider.

THE AGING OF THE PROVIDER OVERPAYMENT FOR DEBT REFERRAL PURPOSES WILL CEASE
WHILE RECOVERY EFFORTS ARE STOPPED DURING THE APPEAL PROCESS. Interest shall
continue to accrue, from the date of the demand letter, throughout the appeals
process.

G.    Interest

For non-MSP debt -- Regulations regarding interest assessment on determined
non-MSP Medicare overpayments and underpayments can be found at 42 CFR 405.378.
Interest will accrue from the date of the final determination and will either be
charged on the overpayment balance or paid on the underpayment balance for each
full 30-day period that payment is delayed. The interest rate in effect on the
date of final determination is the rate that will be assessed for the entire
life of the overpayment. When payments are received, payments are first applied
to any accrued interest and then to the remaining principal balance. Contingency
fees are based upon the principal amounts recovered. All payments are applied to
interest first, principal second.

H.    Customer Service

The RAC shall provide a toll free customer service telephone number in all
correspondence sent to Medicare providers or other prospective debtors. The
customer service number shall be staffed by qualified personnel during normal
business hours from 8:00 am. to 4:30 p.m. in the applicable time zone. For
example, if the RAC is conducting the demonstration in California the customer
service number shall be staffed from 8:00am to 4:30pm Pacific standard time.
After normal business hours, a message shall indicate the normal business hours
for customer service. All messages playing after normal business hours or while

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ATTACHMENT J-1

on hold shall be approved by the CMS Project Officer before use.

The staff answering the customer service lines shall be knowledgeable of the
demonstration. The staff shall have access to all identified non- overpayments
and shall be knowledgeable of all possible recovery methods and the appeal
rights of the provider (for provider debts). If need be, the staff person
responsible for that overpayment shall return the call within 1 business day.
The RAC shall provide a translator for Spanish speaking providers or other
prospective debtors. This translator shall be available within 1 business day of
the provider's original call.

The RAC shall respond to written correspondence within 30 days of receipt. The
RAC shall provide the CMS Project Officer with copies by fax and mailed hard
copy, of all correspondence indicating displeasure in the demonstration, in the
overpayment identification, or in the recovery methods utilized, within ten (10)
calendar days of receipt of such correspondence. (If the RAC is not sure how the
correspondence will be interpreted, it should forward the correspondence to the
CMS Project Officer.) The RAC shall provide remote call monitoring capability to
CMS personnel in Baltimore. The RAC's phone system must notify all callers that
the call may be monitored for quality assurance purposes.

The RAC shall retain a written report of contact for all telephone inquiries.

TASK 5- SUPPORTING IDENTIFICATION OF NON-MSP OVERPAYMENT IN THE MEDICARE APPEAL
PROCESS AND/OR IN THE DCIA PROCESS.

Providers are given appeal rights for the majority of Medicare overpayments
determined during the post payment review process. If a provider chooses to
appeal an overpayment determined by the RAC, the RAC shall assist CMS with
support of the overpayment determination throughout all levels of the appeal.
This includes providing supporting documentation with appropriate reference to
Medicare statutes, regulations, manuals and instructions when requested,
providing assistance, and representing CMS at any hearings associated with the
overpayment when requested by CMS.

Providers shall request an appeal through the appropriate Medicare appeals
process. A third party shall adjudicate all appeal requests related to provider
overpayments identified by the RAC. This third party may be the current Medicare
contractor, a third party contractor identified by CMS, a Qualified Independent
Contractor, an Administrative Law Judge, or HHS' Departmental Appeals Board's
Medicare Appeals Council. Some recovery claims may eventually be appealed to the
appropriate Federal court. If the RAC receives a written appeal request it shall
forward it to the appropriate third party adjudicator within one business day of
receipt. If the appropriate Medicare contractor is not known, the RAC shall
contact the CMS PO within one business day of receipt for assistance. If the
R.AC receives a verbal request for appeal from a provider, the RAC shall give
the provider the telephone number of the appropriate Medicare contractor and
inform them that their verbal request does not suspend the permissible time
frame for requesting an appeal as set forth in the demand letter.

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The appropriate Medicare contractor will notify the RAC and the CMS PO of the
appeal request and the outcome of each applicable appeal level through the RAC
Database. The update to the RAC Database shall occur within 5 business days of
learning of the appeal request and/or decision.

Additionally the RAC must provide support, as needed, if the debt is disputed
outside of the formal administrative appeals process after being returned to the
local contractor (or a third party as designated by CMS) for further collection
action including referral to the Department of the Treasury for further debt
collection activities.

TASK 6A - REPORTING OF IDENTIFIED, DEMANDED AND COLLECTED MEDICARE NON-MSP
OVERPAYMENTS AND IDENTIFIED MEDICARE NON-MSP UNDERPAYMENTS

The RAC will be required on a monthly basis to provide the CMS PO or its
delegate with detailed information concerning non-MSP overpayments and
underpayments that have been identified, overpayments that have been demanded
and overpayments that have been fully or partially collected. At CMS discretion,
these figures supplied by the RAC shall be incorporated into the financial
statements prepared by CMS. The RAC shall have supporting documentation for all
line items on the report. This report will be due no later than the fifth (5th )
business day of the following month. CMS will supply the RAC with the correct
format for the reporting no later than 15 calendar days after the first recovery
efforts have begun.

Database Reporting of Possible/Identified Non-MSP

CMS plans to utilize a database to house information on potential and
outstanding non-MSP overpayments under the RAC realm of responsibility. This
database will store outstanding overpayment data, determination dates, principal
and interest amounts, the status of the overpayment and will allow CMS to
prepare detailed and/or summary reports from various data included in the
database.

At least 15 days prior to the beginning of the identification process begins,
each RAC will receive a training manual for the database that will be utilized
by CMS for this demonstration project. In addition to the training manual, CMS
will conduct training on the applicable system. This training will be completed
by teleconference, videoconference or onsite at CMS or the RAC site at least 15
days prior to the beginning of the first identification and recovery efforts.

Contractors will be required to either manually or electronically enter the
following types of information into the database:

*Universe of potential overpayments (electronic file update if possible)

*Manual update of status code when approval to request medical records is
needed, when various demand letters are sent, when claim adjustments are
needed...

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TASK 6B OTHER SYSTEMS CREATED BY RAC

The RAC is free to utilize a subsequent system in addition to RAC Database
provided by CMS. Any subsequent system shall not take the place of the RAC
Database.

All reports generated from an alternative system shall be converted to Microsoft
Excel 2000 prior to submission to the CMS Project Officer.

TASK 7 - ADMINISTRATIVE AND MISCELLANEOUS ISSUES

A.    Administrative Functions

Once the RAC has identified a non-MSP overpayment, the RAC shall send the debtor
a demand letter as indicated in Task 4A. This demand letter shall request that
the debtor submit payment in full. Payments shall be sent to the appropriate
third party contractor or lockbox. CMS will instruct the RACs of the applicable
payment address. (CMS plans, if possible, to have a separate address/lockbox for
all overpayments demanded by the RAC.) At CMS discretion. CMS may utilize a
third party contractor to process the administrative functions for the non-MSP
overpayments and underpayments determined by the RAC. This may include the
financial reporting of the receivable, any claims adjustments necessary to
ensure an accurate claims history, the appeal process, depositing the refund
check and initiating offset. The RAC shall have no rights in the selection of a
third party contractor to process the administrative functions if CMS elects to
utilize such a third party contractor. The RAC shall interact cooperatively with
the third party contractor on an as-needed basis.

B.    Separate reporting

If a single entity is awarded a single contract that includes more than one of
the four major tasks identified in section I of this SOW, the reporting and data
for each of those for major tasks must be kept separate.

C.    Payment Methodology

All payments shall be paid only on a contingency fee basis and shall be based on
the principal amount of the collection.

Contingency fees:

      -     Because interest collected is returned to General Revenue rather
            than to the Medicare trust funds, a contingency fee shall not be
            paid on any interest collected.

      -     The RAC shall not receive any payments for the identification of the
            non-MSP overpayments or underpayments.

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ATTACHMENT J-1

      -     The contingency fee will be determined by the overpayments collected
            without consideration given to the underpayments identified (i.e.
            without netting out the underpayments against the overpayments.)

      -     For a RAC for the identification of non-MSP overpayment and
            underpayments and the recovery of non-MSP overpayments:

            -     The RAC shall be paid a percentage of the amount that is
                  collected through its recovery efforts. A RAC's recovery
                  efforts are defined as a recoupment received through a demand
                  letter or telephone call or some other form of contact through
                  a check from the provider. Recoupment by offset shall not be
                  considered a RAC recovery effort for the purposes of
                  establishing the contingency percentage to be paid.

            -     The RAC shall receive 50% of the agreed upon contingency
                  percentage for any of the following recovery efforts:

                  -     Recovery efforts accomplished through the offset process
                        of a fiscal intermediary or carrier.

                  -     Recovery efforts accomplished through Treasury offset or
                        another collection vehicle after the debt is referred to
                        the Department of Treasury.

                  -     Recoveries made through a self-disclosure made by a
                        provider in result of a prior RAC identified request for
                        medical records or demand letter. Self-disclosed service
                        and time period must be included in the RAC's project
                        plan.

            -     if a provider files an appeal disputing the non-MSP
                  overpayment determination and the appeal is adjudicated in the
                  provider's favor at the first level, the RAC shall repay
                  Medicare the contingency payment for that recovery. If the
                  appeal is adjudicated in the agency's favor at the first
                  level, the RAC shall retain the contingency payment for that
                  recovery. Subsequent appeals, after the first level of appeal,
                  will not affect the RAC's ability to retain tire contingency
                  payment. (The first level of appeal is currently a
                  reconsideration for Part A providers and either a carrier
                  review or a carrier hearing for Part B and DMERC providers. At
                  some point during the demonstration, final regulations will be
                  released, which will change the appeal process for all
                  Medicare providers. The first level of appeal may change to a
                  redetermination for all Medicare providers or to a
                  reconsideration for all Medicare overpayments. This change
                  will not negatively impact the payment methodology for the
                  RACs.)

D.    Geographic Location of Demonstration

The claims being analyzed for this aware will be claims from providers with
originating addresses in California (or debts associated with claims, as
applicable) appropriately submitted to carriers and intermediaries in California
and claims (or debts associated with claims, as applicable) submitted to a DMERC
for a beneficiary with a primary residence in California.

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ATTACHMENT J-1

E.    Point of Contact for RACs

The primary point of contact for the RACs shall be the CMS PO or his/her
delegate.

For non-MSP, the RACs and current Medicate Contractors shall communicate via the
RAC Database discussed in Task 6. This includes all communication related to
requests for medical records, fraud investigation, appeal, offset and claim
adjustments. Any necessary communications other than through the RAC Database,
shall be forwarded to the CMS PO who will facilitate any possible discussions
with the appropriate Medicare contractor. The CMS PO shall be copied on all
correspondence, email or written, between the RAC and the current Medicare
contractor.

F.    Data Accessibility

CMS shall provide the RAC with one data file of all claims in the appropriate
geographic area. The RAC will be able to update this file on a monthly basis.
The data file format, data fields available and user agreements can be found at
http://www.cms.hhs.gov/data/order/identifiable.asp#safs.

Any additional data requests will be subject to the normal fees charged by CMS.
The RAC shall follow the normal CMS procedures for requesting additional data.
The RAC shall pay for any charges associated with the transfer of data. This
includes, but is not limited to, cartridges, data communications equipment,
lines, messenger service, mail, etc. The RAC shall pay for all charges
associated with the storage and processing of any data necessary to accomplish
the demonstration. The RAC shall establish and maintain back-up and recovery
procedures to meet industry standards. The RAC shall comply with all CMS privacy
and security requirements. The RAC shall provide all personal computers,
printers and equipment to accomplish the demonstration throughout the contract
term,

G.    Recalled Cases

CMS may determine that a non-MSP case or a particular uncollectible debt should
be handled by CMS staff and may recall the case/debt for that reason. Should CMS
recall a case/debt, the RAC shall immediately stop all activities on the
case/debt identified by CMS for recall and return the case/debt and all related
information to CMS within one (1) business day of the recall request.

The RAC shall receive no payment, except for monies already recouped, for
recalled cases.

A BI PSC or BI Unit of a DMERC may determine that overpayment identification or
recoupment action on a case should cease and may recall the case for that
reason. Should the BI PSC/unit recall a case, the RAC shall immediately stop all
activities on the case identified by the BI PSC/unit for recall. The RAC shall
receive too payment, except for monies already recouped for recalled cases.

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ATTACHMENT J-1

All requests for recall shall be forwarded to the CMS PO for concurrence. CMS
and the BI PSC or BI Unit of a DMERC shall have a valid reason for the recall of
the case. If there is a dispute, the CMS PO shall make the final decision
concerning the recall of the case.

H.    Case Record Maintenance

The RAC shall maintain a case file for every Non-MSP overpayment that is
identified, including documentation of subsequent recovery efforts. This file
shall include documentation of all processes followed by the contractor
including a copy of all correspondence, including demand letters, a telephone
log for all conversations with the provider/insurer/or other individuals or on
behalf of the provider or other debtor, and all collection activities (including
certified/registered mail receipts, extended repayment agreements, etc). For
non-MSP, the case file may be electronic, paper or a combination of both. For
electronic files, the case file shall be easily accessible and made available
within 48 hours of request. At CMS's request or no later than fifteen (15) days
after contract termination, the RAC shall return to CMS all case files stored in
accordance with CMS instructions. Once a non-MSP overpayment or underpayment is
determined, all documentation shall be kept in the case file. The RAC shall not
destroy any supporting documentation relating to the identification or recovery
process.

All case files shall meet the requirements as set by OMB Circular A-130, which
can be found at http://www.whitehouse.gov/omb/circulars/a130/a130trans4.html.

I.    Recovery Deposits

The demand letters issued by the RAC will instruct debtors to forward their
refund checks to the appropriate address which will be specified by CMS at a
later date. All refund checks shall be payable to the Medicare program. If the
RAC receives a refund check, the RAC shall forward the check to the appropriate
address. Before forwarding the check, the RAC shall make copies of and otherwise
document these payments. A copy shall be included in the appropriate overpayment
case file.

J.    Submit a List of Claim Adjustments

In order to maintain an accurate claims history for the beneficiary, the
appropriate claims adjustment, if necessary, must be made once an overpayment is
determined. The RAC, however, will not have access to the claims processing
system utilized by Medicare. To enable the claims history updates to occur, the
RAC shall forward the claim to the appropriate Medicare contractor. (This may
occur through the RAC Database or through another method instructed by CMS.) The
appropriate Medicare contractor will perform the claim adjustment and relay the
overpayment amount, if necessary, back to the RAC. The Medicare contractor will
be instructed to complete the claim adjustment within 5 calendar days of the RAC
notifying the Medicare contractor. Once the claim adjustment is completed, the
beneficiary will receive a Medicare Summary Notice notifying them of the
adjustment. Any customer service inquiries to the current Medicare contractor
shall be forwarded to the appropriate RAC, if necessary. CMS will provide the
RAC with the format for reporting the claim adjustments prior to the beginning
of the identification process.

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<PAGE>

ATTACHMENT J-1

K.    Support OIG or Other Audits

Should the OIG, CMS or a CMS authorized contractor choose to conduct an audit of
the RAC, the RAC shall provide workspace and produce all needed reports and case
files within 1 business day of the request.

L.    Public Relations & Outreach

The initial project plan shall include a section covering public relations and
outreach. CMS, through the Medicare fiscal intermediaries and carriers, will
announce the use of the RACs in the specified geographic area. CMS will also
post a notice regarding this effort on its COBC website and on the CMS website
for Medicare Secondary Payer Debt Collection and Referral FAQs. All other debtor
education and outreach (or beneficiary education for efforts involving
follow-ups to the MSP IEQ) concerning the use of RACs will be the responsibility
of the RAC. The RAC shall only educate providers on their business, their
purpose and their process. The RACs shall not educate providers on Medicare
policy. The CMS PO shall approve all presentations and written information
shared with the provider, beneficiary, and/or other debtor communities before
use. If requested by CMS, the RACs project manager for the demonstration, at a
minimum, shall attend any provider group or debtor group meetings or
congressional staff information sessions where the services provided by the
recovery audit contractors are the focus.

TASK 8 FINAL REPORT

The final report shall include a synopsis of the entire demonstration project.
This includes a final report identifying all amounts identified and demanded,
all amounts collected and all amounts still outstanding at the end of the
demonstration. It shall include a brief listing of all identification methods or
other new processes utilized and their success or failure. The contractor should
include any final thoughts on the demonstrations, as well as any advantages or
disadvantages encountered. From a contractor point of view, the final report
should determine if the demonstration was a success or a failure and provide
support for either opinion.

A final report shall be delivered to the CMS PO in the three formats
(paper/electronic) as stated below and in the required "electronic" formats to
the fnlrpts@cms.hhs.gov mailbox:

1)    Paper, bound, in the number of copies specified;

2)    Paper, unbound, suitable for use as camera-ready copy;

3)    Electronic, as one file in Portable Document Format (PDF), as one file in
      HyperText Markup Language (HTML), and in Microsoft Word 2000 [for text] or
      Microsoft Excel [for tables]. Data tables must be in HTML and PDF formats
      as well. Charts and graphs must be in Graphical Interchange Format. Data
      files (spreadsheets, databases) must be made available primarily as
      comma-delimited or flat files, with proprietary file formats (Excel,
      Access) available as alternative downloads. Documents submitted in PDF
      must be prepared using Adobe Acrobat 5.0 (or subsequent versions) to
      assure compliance with the requirements of Section 508 (Rehabilitation
      Act) when placed on CMS's Web site. More detailed guidelines for creation
      of internet-ready content are available on CMS's Web site at
      http://www.cms.gov. (The Final Report shall conform to CMS's Author's

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<PAGE>

ATTACHMENT J-1

Guidelines: Grants and Contracts Final

Reports-http://www.cms.gov/research/author4.pdf.) In addition, the contractor
shall provide a 200-word abstract/summary of the final report suitable for
submission to the National Technical Information Service.

Drafts of all documentation shall be provided to CMS approximately four weeks
prior to final deliverable due dates unless otherwise agreed to. CMS staff will
review materials and provide comments back to the contractor within 2 weeks,
thereby allowing 2 additional weeks for the contractor to make any necessary
revisions. All data files and programs created under this project shall be the
sole property of CMS and provided to CMS upon request in the appropriate format.
They shall not be used for any other purpose other than fulfilling the terms of
this contract without the express permission of the contracting officer.

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<PAGE>

ATTACHMENT J-1

SCHEDULE OF DELIVERABLES

The contract awardee shall provide the necessary personnel, materials,
equipment, support, and supplies to accomplish the tasks shown below in the
specified time. The contract awardee shall complete the evaluation and report to
CMS its findings. All work done under this contract shall be performed under the
general guidance of the CMS project officer (PO) subject to the PO's approval.

Written documents for this project shall be delivered in hard copy to the
project officer (2 copies), unless otherwise specified. These documents shall
also be delivered to the Project Officer in an electronic version via email or a
3.5-inch diskette. At present, the CMS standard is Microsoft Word 2000 and
Microsoft Excel 2000. This is subject to change, and the contractor shall be
prepared to submit deliverables in any new CMS standard.

<TABLE>
<CAPTION>
 Task     Deliverable                                        Due Date
Number      Number             Deliverable           from contract award date
<S>       <C>           <C>                          <C>
1.a.           1        Initial Meeting                   2 weeks

1.a.           2        Project Plan                      4 weeks

1.b.           3        Monthly Conference Calls          Monthly

1.c.           4        Monthly Progress Reports          Monthly

 2.            5        Requests for Medical         Bi-weekly or at least
                        Records                      monthly (non-MSP
                                                     identification of
                                                     overpayments and
                                                     underpayments and
                                                     recovery only)

 3.            6        Monthly Underpayment         Monthly (non-MSP
                        report                       identification of
                                                     overpayments and
                                                     underpayments and
                                                     recovery only)

 6             7        Monthly Financial Report     Monthly

 6             8        Claim Adjustment report      Weekly

 6             9        Training on RAC              Within 15 days of the
                        Database                     start of Task 2

 6            10        Case File Transfers          Within 15 days after
                        end                          contract

 9            11        Final Report-Draft           Within 4 weeks of
                                                     contract end date

 9            12        Final Report-Final           Within 8 weeks of
                                                     contract end date
</TABLE>

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<PAGE>

ATTACHMENT J-1

                            PAYMENT METHODOLOGY SCALE

1  [***]% When non-MSP recovery is made through
   RACs efforts (check sent in by provider in
   response to demand letters, phone calls ...)               [***]%

2  [***]% of the contingency fee specified in number 1 above
   when non-MSP recovery is made through the offset process
   by the Medicare fiscal intermediary or carrier

3  [***]% of the contingency fee specified in number 1 above
   when non-MSP recovery is made after the debt is referred
   to the Department of Treasury

4  [***]% of the contingency fee specified in number 1 above
   when a self-disclosure is made by a provider in result of
   a prior RAC identified request for medical requests or
   demand letter/Self disclosed service and time period
   must be included in the RAC's project plan

5  [***]% When no recovery is made for a non-MSP
   overpayment                                                [***]%

[***] - CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE
MARKED WITH BRACKETS ("[***]"). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

                                       29
<PAGE>

ATTACHMENT J-1

APPENDIX 1 - REQUIREMENTS FOR OPTIONAL IMAGING OF MEDICAL RECORDS AND RATIONALE
DOCUMENTS

The following are the minimum technical requirements for any RAC choosing to
implement the electronic imaging of medical records and rationale documents.
Costing information is provided as a general guideline for the RAC. Costs for
specific system implementations could vary significantly depending upon the
number of documents imaged/stored by the RAC, systems already in place, the
configuration chosen by the RAC, and other factors beyond the scope of this
document. Prices provided are estimates and do not reflect final costs expected
by CMS.

      1.    The RAC contractor shall use a system compatible with the IBM
            Content Manger Technical Suite on a Sun Solaris 9 platform to index
            and store imaged documents. The RAC contractor shall follow all
            existing and future technical guidelines issued by CMS/OIS regarding
            the indexing and storage of imaged documents.

      2.    The imaging and indexing process used by the RAC contractor shall be
            compatible with the IBM Content Manager Technical Suite and related
            modules. The RAC contractor shall follow all existing and future
            technical guidelines issued by CMS/OIS regarding scanning hardware
            and software. Currently, CMS recommends using Kodak family scanners
            and Kofax imaging software; however, this not a requirement for RACs
            at this time. See the table at the end of this appendix for general
            pricing information.

      3.    The RAC contractor shall have the ability to receive documents via a
            fax server. The RAC contractor shall Index each incoming document
            based on beneficiary name, provider name, contractor number, claim
            control number and any other field mandated by CMS. In addition, for
            providers/contractors who choose not to submit documents via fax,
            the RAC contractor shall receive hardcopy records and scan the
            records. All documents received by mail shall be scanned and indexed
            in order and shall be scanned and indexed within one business day of
            receipt.

      4.    Imaged documents shall be stoned in a central medical record image
            repository that utilizes the IBM Content Manger Technical Suite. The
            image repository shall be located at the RAC contractor site. CMS
            plans to require the RACs who choose to maintain imaged medical
            records to send all images to a CMS IBM Content Manager System
            (located in Baltimore, Maryland) at some point during the time
            period of the demonstration.

      5.    The RAC contractor shall support versioning of received documents,
            since the system will need to handle multiple versions of a document
            from the same request.

      6.    The RAC contractor shall support partitioning of document images so
            that specific sections of the document images can be reviewed
            independent of other sections to support the current medical review
            process.

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<PAGE>

ATTACHMENT J-1

7.    The RAC contractor shall support a less than 5 second image retrieval time
      over a reasonably loaded T1 connection for the online retrieval system.
      Typical medical record image size is 5-10 pages for Part B and DMERC; and
      50-100 pages for Part A.

8.    The RAC shall make the imaged documents available to any authorized
      Medicare contractor using the IBM Content Manager E-client over MDCN
      lines.

                                       31
<PAGE>

ATTACHMENT J-1

PAYMENT METHODOLOGY
      NON-MEDICARE SECONDARY PAYER)
            NO. 40700NMSPB

                         [organizational graph omitted]

                                       32
<PAGE>

ATTACHMENT J-1

                                 ATTACHMENT J-2

                                    GLOSSARY

<PAGE>

ATTACHMENT J-1

                               GLOSSARY & ACRONYMS

GLOSSARY

PROVIDER - generally used to refer to individuals or organizations that bill
carriers, intermediaries (including RHHIs), and DMERCs. If references apply only
to specific providers (e.g., physicians), the specific provider will be
identified. Unless specifically identified as such, the term "provider" is not
limited to the meaning of that term as defined in title XVIII of the Social
Security Act and implementing regulations.

RECOUPMENT - the term "recoupment" is generally used to mean "recovery" and is
not limited to the meaning of that term as defined in 42 CFR 405.370 unless
specifically stated in this SOW.

ACRONYMS

AC - Affiliated Medicare Contractors

AGNS - AT&T Global Network Services

BI Unit - Benefit Integrity Unit

CCLR - Claims Collection Litigation Report

CCR - Central Contractor Registration

CFR - Code of Federal Regulations

CMS - Centers for Medicare & Medicaid Services

COBC - Coordination of Benefits Contractor

CPS - Contractor Performance System

CPT Codes - Current Procedural Terminology Codes

CWF - Common Working File

DCIA - Debt Collection Improvement Act of 1996

DMERC - Durable Medical Equipment Regional Carrier

DOA - Date of Award

DOJ - Department of Justice

<PAGE>

ATTACHMENT J-1

DRG - Diagnosis Related Group

E & M Services - Evaluation and Management Services

ECRS - Electronic Correspondence Referral System

EFT - Electronic Funds Transfer

FCCA - Federal Claims Collection Act, as amended

FAQ - Frequently Answered Questions

GHP - Group Health Plan

GME - Graduate Medical Education

HHS - Health & Human Services

IME - Indirect Medical Education

LCD - Local Coverage Determination

LMRP - Local Medical Review Policies

MDCN - Medicare Data Communications Network

MMA - Medicare Prescription Drug, Improvement and Modernization Act of 2003

MSP - Medicare Secondary Payer

NCD - National Coverage Determination

NCH - National Claims History

NIH - National Institute of Health

OIG - Office of Inspector General

OGC - Office of General Counsel

OMB - Office of Management and Budget

PIM - Program Integrity Manual

PO - Project Officer

<PAGE>

ATTACHMENT J-1

PPS - Prospective Payment System

PSC - Program Safeguard Contractor

QIC - Qualified Independent Contractor

QIO - Quality Improvement Organization

RAC - Recovery Audit Contractor R

FQ - Request for Quotation

SOW - Statement of Work

TGA - Treasury General Account

TIN - Tax Identification Number