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                                                                 EXHIBIT 10.16

                             MEDICAID MANAGED CARE
                                 MODEL CONTRACT
                                 October 1, 2004

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                      TABLE OF CONTENTS FOR MODEL CONTRACT

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Recitals

Section 1   Definitions

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

Section 3   Compensation
            3.1   Capitation Payments
            3.2   Modification of Rates During Contract Period
            3.3   Rate Setting Methodology
            3.4   Payment of Capitation
            3.5   Denial of Capitation Payments
            3.6   SDOH Right to Recover Premiums
            3.7   Third Party Health Insurance Determination
            3.8   Payment for Newborns
            3.9   Supplemental Maternity Capitation Payment
            3.10  Contractor Financial Liability
            3.11  Inpatient Hospital Stop-Loss Insurance
            3.12  Mental Health and Chemical Dependence Stop-Loss
            3.13  Enrollment Limitations
            3.14  Tracking Visits Provided by Indian Health Clinics

Section 4   Service Area

Section 5   Eligible, Exempt and Excluded Populations
            5.1   Eligible Populations
            5.2   Exempt Populations
            5.3   Excluded Populations
            5.4   Family Health Plus
            5.5   Family Enrollment
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Section 6   Enrollment
            6.1   Enrollment Guidelines
            6.2   Equality of Access to Enrollment
            6.3   Enrollment Decisions
            6.4   Auto Assignment
            6.5   Prohibition Against Conditions on Enrollment
            6.6   Family Enrollment
            6.7   Newborn Enrollment
            6.8   Effective Date of Enrollment
            6.9   Roster
            6.10  Automatic Re-Enrollment

Section 7   Lock-In Provisions
            7.1   Lock-In Provisions in Voluntary Counties
            7.2   Lock-In Provisions in Mandatory Counties and New York City
            7.3   Disenrollment During Lock-In Period
            7.4   Notification Regarding Lock-In and End of Lock-In Period

Section 8   Disenrollment
            8.1   Disenrollment Guidelines
            8.2   Disenrollment Prohibitions
            8.3   Reasons for Voluntary Disenrollment
            8.4   Processing of Disenrollment Requests
                  a.  Routine Disenrollment
                  b.  Expedited Disenrollment
                  c.  Retroactive Disenrollment
            8.5   Contractor Notification of Disenrollments
            8.6   Contractor's Liability
            8.7   Enrollee Initiated Disenrollment
                  a.  Disenrollment for Good Cause
            8.8   Contractor Initiated Disenrollment
            8.9   LDSS Initiated Disenrollment

Section 9   Guaranteed Eligibility

Section 10  Benefit Package, Covered and  Non-Covered Services
            10.1  Contractor Responsibilities
            10.2  Compliance with State Medicaid Plan and Applicable Laws
            10.3  Definitions
            10.4  Provision of Services Through Participating and  Non-Participating Providers
            10.5  Child Teen Health Program / Adolescent Preventive Services
            10.6  Foster Care Children
            10.7  Child Protective Services
            10.8  Welfare Reform
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            10.9  Adult Protective Services
            10.10 Court-Ordered Services
            10.11 Family Planning and Reproductive Health Services
            10.12 Prenatal Care
            10.13 Direct Access
            10.14 Emergency Services
            10.15 Medicaid Utilization Thresholds (MUTS)
            10.16 Services for Which Enrollees Can Self-Refer
                  a.  Mental Health and Chemical Dependence Services
                  b.  Vision Services
                  c.  Diagnosis and Treatment of Tuberculosis
                  d.  Family Planning and Reproductive Health Services
                  e.  Article 28 Clinics Operated by Academic Dental Centers
            10.17 Second Opinions for Medical or Surgical Care
            10.18 Coordination with Local Public Health Agencies
            10.19 Public Health Services
                  a.  Tuberculosis Screening, Diagnosis and Treatment; Directly Observed Therapy (TB/DOT)
                  b.  Immunizations
                  c.  Prevention and Treatment of Sexually Transmitted Diseases
                  d.  Lead Poisoning
            10.20 Adults with Chronic Illnesses and Physical or Developmental Disabilities
            10.21 Children with Special Health Care Needs
            10.22 Persons Requiring Ongoing Mental Health Services
            10.23 Member Needs Relating to HIV
            10.24 Persons Requiring Chemical Dependence Services
            10.25 Native Americans
            10.26 Women, Infants, and Children (WIC)
            10.27 Urgently Needed Services
            10.28 Dental Services Provided by Article 28 Clinics Operated by Academic Dental Centers
                  Not Participating in Contractor's Network
            10.29 Coordination of Services
            10.30 Prospective Benefit Package Change for Retroactive SSI Determinations

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

Section 12  Member Services
            12.1  General Functions
            12.2  Translation and Oral Interpretation
            12.3  Communicating with the Visually, Hearing and Cognitively Impaired
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Section 13  Enrollee Notification
            13.1  Provider Directories/Office Hours for Participating Providers
            13.2  Member ID Cards
            13.3  Member Handbooks
            13.4  Notification of Effective Date of Enrollment
            13.5  Notification of Enrollee Rights
            13.6  Enrollee's Rights to Advance Directives
            13.7  Approval of Written Notices
            13.8  Contractor's Duty to Report Lack of Contact
            13.9  Contractor Responsibility to Notify Enrollee of Expected Effective Date of Enrollment
            13.10 LDSS Notification of Enrollee's Change in Address
            13.11 Contractor Responsibility to Notify Enrollee of Effective Date of Benefit Package Change
            13.12 Contractor Responsibility to Notify Enrollee of Termination, Service Area Changes and Network Changes
Section 14  Complaint and Appeal Procedure
            14.1  Contractor's Program to Address Complaints
            14.2  Notification of Complaint and Appeal Program
            14.3  Guidelines for Complaint and Appeal Program
            14.4  Complaint Investigation Determinations

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

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

Section 17  Monitoring and Evaluation
            17.1  Right To Monitor Contractor Performance
            17.2  Cooperation During Monitoring And Evaluation
            17.3  Cooperation During On-Site Reviews
            17.4  Cooperation During Review of Services by External Review Agency
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Section 21  Participating Providers
            21.1  Network Requirements
                  a.  Sufficient Number
                  b.  Absence of Appropriate Network Provider
                  c.  Suspension of Enrollee Assignments to Providers
                  d.  Notice of Provider Termination
            21.2  Credentialing
                  a.  Licensure
                  b.  Minimum Standards
                  c.  Credentialing/Recredentialing Process
                  d.  Application Procedure
            21.3  SDOH Exclusion or Termination of Providers
            21.4  Evaluation Information
            21.5  Payment In Full
            21.6  Choice/Assignment of PCPs
            21.7  PCP Changes
            21.8  Provider Status Changes
            21.9  PCP Responsibilities
            21.10 Member to Provider Ratios
            21.11 Minimum Office Hours
                  a.  General Requirements
                  b.  Medical Residents
            21.12 Primary Care Practitioners
                  a.  General Limitations
                  b.  Specialists and Sub-specialists as PCPs
                  c.  OB/GYN Providers as PCPs
                  d.  Certified Nurse Practitioners as PCPs
                  e.  Registered Physician's Assistants as Physician Extenders
            21.13 PCP Teams
                  a.  General Requirements
                  b.  Medical Residents
            21.14 Hospitals
                  a.  Tertiary Services
                  b.  Emergency Services
            21.15 Dental Networks
            21.16 Presumptive Eligibility Providers
            21.17 Mental Health and Chemical Dependence Services Providers
            21.18 Laboratory Procedures
            21.19 Federally Qualified Health Centers (FQHCs)
            21.20 Provider Services Function

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

Section 23  Fraud and Abuse Prevention Plan

Section 24  Americans With Disabilities Act Compliance Plan

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

Section 26  External Appeal
            26.1  Basis for External Appeal
            26.2  Eligibility For External Appeal
            26.3  External Appeal Determination
            26.4  Compliance With External Appeal Laws and Regulations

Section 27  Intermediate Sanctions

Section 28  Environmental Compliance

Section 29  Energy Conservation

Section 30  Independent Capacity of Contractor

Section 31  No Third Party Beneficiaries

Section 32  Indemnification
            32.1  Indemnification by Contractor
            32.2  Indemnification by LDSS

Section 33  Prohibition on Use of Federal Funds for Lobbying
            33.1  Prohibition of Use of Federal Funds for Lobbying
            33.2  Disclosure Form to Report Lobbying
            33.3  Requirements of Subcontractors
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Section 34  Non-Discrimination
            34.1  Equal Access to Benefit Package
            34.2  Non-Discrimination
            34.3  Equal Employment Opportunity
            34.4  Native Americans Access to Services From Tribal or Urban Indian Health Facility

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

Section 36  New York State Standard Contract Clauses

Section 37  Insurance Requirements

Signature Page
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                      TABLE OF CONTENTS FOR MODEL CONTRACT

                                   APPENDICES

A.    New York State Standard Clauses and Local Standard Clauses, if applicable

B.    Certification Regarding Lobbying

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

D.    New York State Department of Health Marketing Guidelines

E.    New York State Department of Health Member Handbook Guidelines

F.    New York State Department of Health Medicaid Managed Care Complaint and
      Appeals Requirements

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

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

I.    New York State Department of Health Guidelines for Use of Medical
      Residents

J.    New York State Department of Health Guidelines of Federal Americans with
      Disabilities Act

K.    Prepaid Benefit Package Definitions of Covered and Non-Covered Services

L.    Approved Capitation Payment Rates

M.    Service Area

N.    Contractor-County Specific Agreements

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<PAGE>

                                AGREEMENT BETWEEN

                                 DUTCHESS COUNTY
                                 ---------------
                         County Name or City of New York

                                       And

                           WELLCARE OF NEW YORK, INC.
                           --------------------------
                                 Contractor Name

                      This Agreement is made by and between

                            DUTCHESS COUNTY (COUNTY)
                            -----------------------
              County Name or City of New York ("County" or "City")

                                 Acting through,

              DUTCHESS COUNTY DEPARTMENT OF SOCIAL SERVICES (LDSS)
              ----------------------------------------------------
           Department of Social Services ("LDSS") or Health ("CDOH")

                                   Located at

                                22 MARKET STREET
                                ----------------

                          POUGHKEEPSIE, NEW YORK 12601
                          ----------------------------

                                       And

                           WELLCARE OF NEW YORK, INC.
                           --------------------------
                       Contractor Name ("the Contractor")

                                   Located At

                         11 WEST 19TH STREET 2ND FLOOR
                         -----------------------------

                               NEW YORK, NY 10011
                               ------------------

                                    RECITALS
                                 October 1, 2004
                                   Page 1 of 2

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                                    RECITALS

      Pursuant to Title XIX of the Federal Social Security Act, codified as 42
U.S.C. Section 1396 et seq. (the "Social Security Act"), and Title 11 of Article
5 of the New York State Social

      Services Law ("SSL"), codified as N.Y.S.S.L. Section 363 et seq., a
comprehensive program of Medical Assistance for needy persons exists in the
State of New York ("Medicaid").

      Pursuant to Article 44 of the Public Health Law ("PHL"), the New York
State Department of Health ("SDOH") is authorized to issue Certificates of
Authority to establish Health Maintenance Organizations ("HMOs"), PHL Section
4400 et seq., and Prepaid Health Services Plans ("PHSPs"), PHL Section 4403-a.

      The State Social Services Law defines Medicaid to include payment of part
or all of the cost of care and services furnished by an HMO or a PHSP,
identified as Managed Care Organizations ("MCOs") in this Agreement, to Eligible
Persons, as defined in this Agreement, residing in the geographic area specified
in Appendix M (Service Area) when such care and services are furnished in
accordance with an agreement approved by the SDOH that meets the requirements of
federal law and regulations.

      The Contractor is a corporation organized under the laws of New York State
and is certified under Article 44 of the State Public Health Law or Article 43
of the NYS Insurance Law.

      The Contractor offers a comprehensive health services plan and represents
that it is able to make provision for furnishing medical and health service
benefits and has proposed to LDSS                            to provide these
                             --------------------------------
                             [INSERT LDSS OR CDOH]
services to Eligible Persons; and

      The Contractor has applied to participate in the Medicaid Managed Care
Program and the SDOH and LDSS                            have determined that
                         --------------------------------
                         [INSERT LDSS OR CITY OF NEW YORK]
the Contractor meets the qualification criteria established for participation.

NOW THEREFORE, the parties agree as follows:

                                    RECITALS
                                 October 1, 2004
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1.    DEFINITIONS

      "AUTO-ASSIGNMENT" means a process by which an Eligible Person, who is
      mandated to enroll in managed care, but who has not chosen to enroll
      within sixty (60) days of receipt of the mandatory notice, is assigned to
      a MCO contracted with the LDSS as a Medicaid Managed Care Provider in
      accordance with the auto-assignment algorithm determined by the SDOH.

      "BEHAVIORAL HEALTH SERVICES" means services to address mental health
      disorders and/or chemical dependence.

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

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

      "CHEMICAL DEPENDENCE SERVICES" means examination, diagnosis, level of care
      determination, treatment, rehabilitation, or habilitation of persons
      suffering from chemical abuse or dependence, and includes the provision of
      alcohol and/or substance abuse services.

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

      "COMPREHENSIVE HIV SPECIAL NEEDS PLAN, OR HIV SNP" means a Managed Care
      Organization certified pursuant to Section forty-four hundred three-c
      (4403-c) of Article 44 of the Public Health Law (Article 44) which, in
      addition to providing or arranging for the provision of comprehensive
      health services on a capitated basis, including those for which Medical
      Assistance payment is authorized pursuant to Section three hundred
      sixty-five-a (365-a) of the Social Services Law, also provides or arranges
      for the provision of comprehensive and specialized HIV care to HIV
      positive persons eligible to receive benefits under Title XIX of the
      federal Social Security Act or other public programs.

      "COURT-ORDERED SERVICES" means those services that the Contractor is
      required to provide to Enrollees pursuant to orders of courts of competent
      jurisdiction, provided however, that such ordered services are within the
      Contractor's Medicaid managed care

                                   SECTION 1
                                 (DEFINITIONS)
                                October 1, 2004
                                      1-1
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      Benefit Package and reimbursable under Title XIX of the Federal Social
      Security Act (SSL 364-j(4)(r)).

      "DAYS" means calendar days except as otherwise stated.

      "DETOXIFICATION SERVICES" means Medically Managed Detoxification Services;
      and Medically Supervised Inpatient and Outpatient Withdrawal Services as
      defined in Appendix K.

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

      "EFFECTIVE DATE OF DISENROLLMENT" means the date on which an Enrollee may
      no longer receive services from the Contractor, pursuant to Section 8.6
      and Appendix H of this Agreement.

      "EFFECTIVE DATE OF ENROLLMENT" means the date on which an Enrollee may
      receive services from the Contractor, pursuant to Section 6.8(b) and
      Appendix H of this Agreement.

      "ELIGIBLE PERSON" means a person whom the LDSS, state or federal
      government determines to be eligible for Medicaid and who meets all the
      other conditions for enrollment in Medicaid managed care as set forth in
      this Agreement.

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

      "EMERGENCY SERVICES" means covered medical services that are required to
      treat an Emergency Medical Condition.

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

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

      "ENROLLMENT BROKER" means the state and/or county-contracted entity that
      provides enrollment, education, and outreach services; effectuates
      enrollments and disenrollments

                                   SECTION 1
                                 (DEFINITIONS)
                                October 1, 2004
                                      1-2
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      in Medicaid managed care; and provides other contracted services on behalf
      of the SDOH and the LDSS.

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

      "FAMILY" means a mother and child(ren), a father and child(ren), a father
      and mother and child(ren), or a husband and wife residing in the same
      household or persons included in the same case for purposes of family
      enrollment in mandatory counties.

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

      "GUARANTEED ELIGIBILITY" means the period beginning on the Enrollee's
      Effective Date of Enrollment with the Contractor and ending six (6) months
      thereafter, during which the Enrollee may be entitled to continued
      enrollment in the Contractor's plan despite the loss of Medicaid
      eligibility as set forth in Section 9 of this Agreement.

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

      "HIV SPECIALIST PCP" means a Primary Care Provider that meets the
      following criteria:

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

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

      "INPATIENT STAY PENDING ALTERNATE LEVEL OF MEDICAL CARE" means continued
      care in a hospital pending placement in an alternate lower medical level
      of care, consistent with the provisions of 18 NYCRR 505.20 and 10 NYCRR,
      Part 85.

      "INSTITUTION FOR MENTAL DISEASE" or "IMD" means a hospital, nursing
      facility, or other institution of more than sixteen (16) beds that is
      primarily engaged in providing diagnosis, treatment or care of persons
      with mental diseases, including medical attention, nursing care and
      related services. Whether an institution is an Institution for Mental
      Disease is determined by its overall character as that of a facility
      established and maintained primarily for the care and treatment of
      individuals with mental diseases,

                                   SECTION 1
                                 (DEFINITIONS)
                                October 1, 2004
                                      1-3
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      whether or not it is licensed as such. An institution for the mentally
      retarded is not an Institution for Mental Diseases.

      "LOCAL PUBLIC HEALTH AGENCY" means DUTCHESS COUNTY DEPARTMENT OF HEALTH
                                         ------------------------------------
                                                 Insert Name of Agency

      "LOCK-IN PERIOD" means the period of time during which the Enrollee may
      not disenroll from the Contractor's plan, unless the Enrollee becomes
      eligible for an exclusion or an exemption or can demonstrate good cause as
      established in state law and in 18 NYCRR Section 360-10.13.

      "MANAGED CARE ORGANIZATION" or "MCO" means a health maintenance
      organization ("HMO") or prepaid health service plan ("PHSP") certified
      under Article 44 of the New York State PHL.

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

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

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

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

      "MEDICALLY NECESSARY" means health care and services that are necessary to
      prevent, diagnose, manage or treat conditions in the person that cause
      acute suffering, endanger life, result in illness or infirmity, interfere
      with such person's capacity for normal activity, or threaten some
      significant handicap.

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

      "NON CONSENSUAL ENROLLMENT" means Enrollment of an Eligible Person, other
      than through Auto-assignment, newborn enrollment or case addition, in a
      Managed Care Organization without the consent of the Eligible Person or
      consent of a person with the legal authority to act on behalf of the
      Eligible Person at the time of Enrollment.

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

                                   SECTION 1
                                 (DEFINITIONS)
                                October 1, 2005
                                      1-4

<PAGE>

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

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

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

      "PRESUMPTIVE ELIGIBILITY PROVIDER" means a provider designated by the SDOH
      as qualified to determine the presumptive eligibility for pregnant women
      to allow them to receive prenatal services immediately. Such providers
      assist recipients with the completion of the full application for Medicaid
      and they may be comprehensive Prenatal Care Programs, Local Public Health
      Agencies, Certified Home Health Agencies, Public Health Nursing Services,
      Article 28 facilities, and individually licensed physicians and certified
      nurse practitioners.

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

      "PRIMARY CARE PROVIDER" or "PCP" means a qualified physician, or certified
      nurse practitioner or team of no more than four (4) qualified
      physicians/nurse practitioners which provides all required primary care
      services contained in the Benefit Package to Enrollees.

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

      "SCHOOL BASED HEALTH CENTERS" or "SBHC" are SDOH approved centers which
      provide comprehensive primary and mental health services including health
      assessments, diagnosis and treatment of acute illnesses, screenings and
      immunizations, routine management of chronic diseases, health education,
      mental health counseling and treatment on-site in schools. Services are
      offered by multi-disciplinary staff from sponsoring Article 28 licensed
      hospitals and community health centers.

      "SERIOUSLY EMOTIONALLY DISTURBED" or "SED" means, a child through
      seventeen (17) years of age who has utilized the following during the
      twelve (12) month period prior to scheduled enrollment:

                                   SECTION 1
                                 (DEFINITIONS)
                                October 1, 2004
                                      1-5

<PAGE>

      -     ten (10) or more encounters, including visits to a mental health
            clinic, psychiatrist or psychologist, and inpatient hospital days
            relating to a psychiatric diagnosis; or

      -     one (1) or more specialty mental health visits (i.e., psychiatric
            rehabilitation treatment program; day treatment; continuing day
            treatment; comprehensive case management; partial hospitalization;
            rehabilitation services provided to residents of Office of Mental
            Health (OMH) licensed community residences and family-based
            treatment; and mental health clinics for seriously emotionally
            disturbed children).

      "SERIOUSLY AND PERSISTENTLY MENTALLY ILL" or "SPMI" means an adult
      eighteen (18) years or older who has utilized the following during the
      twelve (12) month period prior to scheduled enrollment:

      -     ten (10) or more encounters, including visits to a mental health
            clinic, psychiatrist or psychologist, and inpatient hospital days
            relating to a psychiatric diagnosis; or

      -     one (1) or more specialty mental health visits (i.e., psychiatric
            rehabilitation treatment program; day treatment; continuing day
            treatment; comprehensive case management; partial hospitalization;
            rehabilitation services provided to residents of OMH licensed
            community residences and family-based treatment; and mental health
            clinics for seriously emotionally disturbed children).

      "SUPPLEMENTAL MATERNITY CAPITATION PAYMENT" means the fixed amount paid to
      the Contractor for the prenatal and postpartum physician care and hospital
      or birthing center delivery costs, limited to those cases in which the
      plan has paid the hospital or birthing center for the maternity stay, and
      can produce evidence of such payment.

      "SUPPLEMENTAL NEWBORN CAPITATION PAYMENT" means the fixed amount paid to
      the Contractor for the inpatient birthing costs for a newborn enrolled in
      the plan, limited to those cases in which the plan has paid the hospital
      or birthing center for the newborn stay, and can produce evidence of such
      payment.

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

      "URGENTLY NEEDED SERVICES" means covered services that are not Emergency
      Services as defined in this Section, provided when an Enrollee is
      temporarily absent from the Contractor's service area, when the services
      are medically necessary and immediately required: (1) as a result of an
      unforeseen illness, injury, or condition; and (2) it was not reasonable
      given the circumstances to obtain the services through the Contractor's
      plan.

                                   SECTION 1
                                 (DEFINITIONS)
                                October 1, 2004
                                      1-6

<PAGE>

2.    AGREEMENT TERM, AMENDMENTS, EXTENSIONS, AND GENERAL CONTRACT
      ADMINISTRATION PROVISIONS

      2.1   Term

            a)    This Agreement is effective October 1, 2004 and shall remain
                  in effect until September 30, 2005; or until the execution of
                  an extension, renewal or successor Agreement approved by the
                  SDOH and the Department of Health and Human Services (DHHS);
                  or until the effective date of an executed agreement between
                  the Contractor and SDOH for Contractor's participation in the
                  Medicaid managed care program; whichever occurs first.

            b)    The parties to the Agreement shall have the option to renew
                  this Agreement for additional two (2) year and or one (1) year
                  terms, subject to the approval of the LDSS, SDOH, DHHS and any
                  other entities as required by law or regulation.

            c)    However, in no event, shall the maximum duration of this
                  Agreement exceed five (5) years.

      2.2   Amendments and Extensions

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

            b)    This Agreement shall not be automatically renewed at its
                  expiration. This Agreement may be extended by written
                  amendment, in accordance with the procedures set forth in this
                  Section.

            c)    An extension to this Agreement may be granted for reasons
                  including, but not limited, to the following:

                  i)    Negotiations for a successor Agreement will not be
                            completed by the expiration date of the current
                            contract; or

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

                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2004
                                      2-1


<PAGE>

            d)    The parties will submit, to the extent practicable, the
                  proposed signed and dated extensions, including all necessary
                  local government approvals, to SDOH prior to the scheduled
                  expiration date of this Agreement.

      2.3   Approvals

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

      2.4   Entire Agreement

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

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

                  2)    Local Standard Clauses, if any;

                  3)    The body of this Agreement;

                  4)    The appendices attached to the body of this Agreement,
                        other than Appendix A;

                  5)    The Contractor's approved:

                        i)    Marketing Plan on file with SDOH and LDSS

                        ii)   Complaint and Appeals Procedure on file with SDOH
                              and LDSS

                        iii)  Quality Assurance Plan on file with SDOH and LDSS

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

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

                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2004
                                      2-2

<PAGE>

      2.5   Renegotiation

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

      2.6   Assignment and Subcontracting

            a)    The Contractor shall not, without LDSS and SDOH's prior
                  written consent, assign, transfer, convey, sublet, or
                  otherwise dispose of this Agreement; of the Contractor's
                  right, title, interest, obligations, or duties under the
                  Agreement; of the Contractor's power to execute the Agreement;
                  or, by power of attorney or otherwise, of any of the
                  Contractor's rights to receive monies due or to become due
                  under this Agreement. Any assignment, transfer, conveyance,
                  sublease, or other disposition without LDSS and SDOH's consent
                  shall be void.

            b)    Contractor may not enter into any subcontracts related to the
                  delivery of services to Enrollees, except by written
                  agreement, as set forth in Section 22 of this Agreement. The
                  Contractor may subcontract for provider services and
                  management services. If such written agreement would be
                  between Contractor and a provider of health care or ancillary
                  health services or between Contractor and an independent
                  practice association, the agreement must be in a form
                  previously approved by SDOH. If such subcontract is for
                  management services under 10 NYCRR Section 98-1.11, it must be
                  approved by SDOH prior to its becoming effective. Any
                  subcontract entered into by Contractor shall fulfill the
                  requirements of 42 CFR Parts 434 and 438 that are appropriate
                  to the service or activity delegated under such subcontract.
                  Contractor agrees that it shall remain legally responsible to
                  LDSS for carrying out all activities under this Agreement and
                  that no subcontract shall limit or terminate Contractor's
                  responsibility.

      2.7   Termination

            a)    LDSS Initiated Termination of Contract

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

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

                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2004
                                      2-3

<PAGE>

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

            C)    has its Certificate of Authority suspended, limited or revoked
                  by SDOH;

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

            E)    becomes insolvent;

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

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

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

      iii)  If SDOH suspends, limits or revokes Contractor's Certificate of
            Authority under PHL Section 4404, this Agreement shall expire on the
            date the Contractor ceases to have authority to serve the geographic
            area of the LDSS. No hearing will be required if the contract
            expires due to SDOH suspension, limitation or revocation of the
            Contractor's Certificate of Authority.

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

b)    Contractor and LDSS Initiated Termination

      The Contractor and the LDSS each shall have the right to terminate this
      Agreement in the event that SDOH and the Contractor fail to reach
      agreement on the monthly Capitation Rates. In such event, the party
      exercising its right shall give the other party, LDSS, and SDOH written
      notice specifying the reason for and the effective date of termination,
      which

                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2004
                                       2-4
<PAGE>

                  shall not be less time than will permit an orderly
                  disenrollment of Enrollees to the Medicaid fee-for-service
                  payment mechanism or transfer to another MCO, as determined by
                  LDSS, but no more than ninety (90) days.

            c)    Contractor Initiated Termination

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

                  ii)   The Contractor shall have the right to terminate this
                        Agreement in the event that its obligations are
                        materially changed by modifications to this Agreement
                        and its Appendices by SDOH or LDSS. In such event,
                        Contractor shall give LDSS and SDOH written notice
                        within thirty (30) days of notification of changes to
                        the Agreement or Appendices specifying the reason and
                        the effective date of termination, which shall not be
                        less time than will permit an orderly disenrollment of
                        Enrollees to the Medicaid fee-for-service program or
                        transfer to another MCO, as determined by the LDSS, but
                        no more than ninety (90) days.

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

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

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

                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2004
                                      2-5

<PAGE>
                        C)    the effective date of the termination, which shall
                              not be less time than will permit an orderly
                              disenrollment of Enrollees to the Medicaid
                              fee-for-service payment mechanism or transfer to
                              another MCO, as determined by LDSS, but no more
                              than ninety (90) days.

            d)    Termination Due To Loss of Funding

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

      2.8   Close-Out Procedures

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

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

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

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

                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2004
                                      2-6

<PAGE>

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

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

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

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

      2.9   Rights and Remedies

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

                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2004
                                      2-7

<PAGE>

      2.10  Notices

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

            For LDSS:

            DUTCHESS COUNTY DEPARTMENT OF SOCIAL SERVICES

            60 MARKET STREET

            POUGHKEEPSIE, NY 12601

            [Insert Name and Address]

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

            For the Contractor:

            WELLCARE OF NEW YORK, INC.

            11 WEST 19th STREET 2nd FLOOR

            NEW YORK, NY 10011

            [Insert Name and Address]

      2.11  Severability

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

                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2004
                                      2-8

<PAGE>

3.    COMPENSATION

      3.1   Capitation Payments

            Compensation to the Contractor shall consist of a monthly capitation
            payment for each Enrollee and the Supplemental Capitation Payments
            as described in Sections 3.1 (c) and 3.1 (d), where applicable.

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

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

            c)    The monthly capitation payments and the Supplemental Newborn
                  Capitation Payment and the Supplemental Maternity Capitation
                  Payment to the Contractor shall constitute full and complete
                  payments to the Contractor for all services that the
                  Contractor provides pursuant to this Agreement subject to
                  stop-loss provisions set forth in Section 3.11 and 3.12 of
                  this Agreement.

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

      3.2   Modification of Rates During Contract Period

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

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

            c)    In the event that SDOH and the Contractor fail to reach
                  agreement on modifications to the monthly Capitation Rates,
                  the SDOH will provide formal written notice to the Contractor
                  and LDSS of the amount and effective date of the modified
                  Capitation Rates approved by the State Division of the Budget.
                  The Contractor shall have the option of terminating this
                  Agreement if such

                                    SECTION 3
                                 (COMPENSATION)
                                October 1, 2004
                                      3-1

<PAGE>

            approved modified Capitation Rates are not acceptable. In such case,
            the Contractor shall give written notice to the SDOH and the LDSS
            within thirty (30) days of the date of the formal written notice of
            the modified Capitation Rates from SDOH specifying the reasons for
            and effective date of termination. The effective date of termination
            shall be ninety (90) days from the date of the Contractor's written
            notice, unless the SDOH determines that an orderly disenrollment to
            Medicaid fee-for-service or transfer to another MCO can be
            accomplished in fewer days. During the period commencing with the
            effective date of the SDOH modified Capitation Rates through the
            effective date of termination of the Agreement, the Contractor shall
            have the option of continuing to receive capitation payments at the
            expired Capitation Rates or at the modified Capitation Rates
            approved by SDOH and State Division of the Budget for the rate
            period.

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

      3.3   Rate Setting Methodology

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

      3.4   Payment of Capitation

            a)    The monthly capitation payments for each Enrollee are due to
                  the Contractor from the Effective Date of Enrollment until the
                  Effective Date of Disenrollment of the Enrollee or termination
                  of this Agreement, whichever occurs first. The Contractor
                  shall receive a full month's capitation payment for the month
                  in which disenrollment occurs. The Roster generated by SDOH
                  with any modification communicated electronically or in
                  writing by the LDSS or the Enrollment Broker prior to the end
                  of the month in which the Roster is generated, shall be the
                  enrollment list for purposes of MMIS premium billing and
                  payment, as discussed in Section 6.9 and Appendix H.

            b)    Upon receipt by the Fiscal Agent of a properly completed claim
                  for monthly capitation payments submitted by the Contractor
                  pursuant to this Agreement, the Fiscal Agent will promptly
                  process such claim for payment through MMIS and use its best
                  efforts to complete such processing within thirty (30)
                  business days from date of receipt of the claim by the Fiscal
                  Agent. Processing of

                                    SECTION 3
                                 (COMPENSATION)
                                October 1, 2004
                                      3-2

<PAGE>
                  Contractor claims shall be in compliance with the requirements
                  of 42 CFR 447.45. The Fiscal Agent will also use its best
                  efforts to resolve any billing problem relating to the
                  Contractor's claims as soon as possible. In accordance with
                  Section 41 of the State Finance Law, the State and LDSS shall
                  have no liability under this Agreement to the Contractor or
                  anyone else beyond funds appropriated and available for
                  payment of Medical Assistance care, services and supplies.

      3.5   Denial of Capitation Payments

            If the Centers for Medicare and Medicaid Services denies payment for
            new Enrollees, as authorized by Social Security Act (SSA) Section
            1903(m)(5) and 42 CFR Section 434.67, or such other applicable
            federal statutes or regulations, based upon a determination that
            Contractor failed substantially to provide medically necessary items
            and services, imposed premium amounts or charges in excess of
            permitted payments, engaged in discriminatory practices as described
            in SSA Section 1932(e)(1)(A)(iii), misrepresented or falsified
            information submitted to CMS, SDOH, LDSS, the Enrollment Broker, or
            an Enrollee, potential Enrollee, or health care provider, or failed
            to comply with federal requirements (i.e. 42 CFR Section 417.479 and
            42 CFR Section 434.70) relating to the Physician Incentive Plans,
            SDOH and LDSS will deny capitation payments to the Contractor for
            the same Enrollees for the period of time for which CMS denies such
            payment.

      3.6   SDOH Right to Recover Premiums

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

      3.7   Third Party Health Insurance Determination

            The Contractor and the LDSS will make diligent efforts to determine
            whether Enrollees have third party health insurance (TPHI). The LDSS
            shall use its best efforts to maintain third party information on
            the WMS/MMIS Third Party Resource System. The Contractor shall make
            good faith efforts to coordinate benefits with and collect TPHI
            recoveries from other insurers, and must inform the LDSS of any
            known changes in status of TPHI insurance eligibility within thirty
            (30) days of learning of a change in TPHI. The Contractor may use
            the Roster as one method to determine TPHI information. The
            Contractor will be permitted to retain 100 percent of any
            reimbursement for Benefit Package services obtained

                                    SECTION 3
                                 (COMPENSATION)
                                October 1, 2004
                                      3-3
<PAGE>
            from TPHI. Capitation Rates are net of TPHI recoveries. In no
            instances may an Enrollee be held responsible for disputes over
            these recoveries.

      3.8   Payment For Newborns

            a)    The Contractor shall be responsible for all costs and services
                  included in the Benefit Package associated with the Enrollee's
                  newborn, unless the child is excluded from Medicaid Managed
                  Care.

            b)    The Contractor shall receive a capitation payment from the
                  first day of the newborn's month of birth and, in instances
                  where the plan pays the hospital or birthing center for the
                  newborn stay, a Supplemental Newborn Capitation Payment.

            c)    Capitation Rate and Supplemental Newborn Capitation Payment
                  for a newborn will begin the month following certification of
                  the newborn's eligibility and enrollment, retroactive to the
                  first day of the month in which the child was born.

            d)    The Contractor cannot bill for a Supplemental Newborn
                  Capitation Payment unless the newborn hospital or birthing
                  center payment has been paid by the Contractor. The Contractor
                  must maintain on file evidence of payment to the hospital or
                  birthing center of the claim for the newborn stay. Failure to
                  have supporting records may, upon an audit, result in
                  recoupment of the Supplemental Newborn Capitation Payment by
                  SDOH.

      3.9   Supplemental Maternity Capitation Payment

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

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

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

                                   SECTION 3
                                 (COMPENSATION)
                                October 1, 2004
                                      3-4

<PAGE>

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

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

            f)    The Contractor may not bill a Supplemental Maternity
                  Capitation Payment until the hospital inpatient or birthing
                  center delivery is paid by the Contractor, and the Contractor
                  must maintain on file evidence of payment of the delivery,
                  plus any other inpatient and outpatient services for the
                  maternity care of the Enrollee to be eligible to receive a
                  Supplemental Maternity Capitation Payment. Failure to have
                  supporting records may, upon audit, result in recoupment of
                  the Supplemental Maternity Capitation Payment by the SDOH.

            3.10  Contractor Financial Liability

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

            3.11  Inpatient Hospital Stop-Loss Insurance

                  The Contractor must obtain stop-loss coverage for inpatient
                  hospital services. A Contractor may elect to purchase
                  stop-loss coverage from New York State. In such cases, the
                  Capitation Rates paid to the Contractor shall be adjusted to
                  reflect the cost of such stop-loss coverage. The cost of such
                  coverage shall be determined by SDOH.

                  Under NYS stop-loss coverage, if the hospital inpatient
                  expenses incurred by the Contractor for an individual Enrollee
                  during any calendar year reaches $50,000, the Contractor shall
                  be compensated for 80% of the cost of hospital inpatient
                  services in excess of this amount up to a maximum of $250,000.
                  Above that amount, the Contractor will be compensated for 100%
                  of cost. All compensation shall be based on the lower of the
                  Contractor's negotiated hospital rate or Medicaid rates of
                  payment.

                  [X] The Contractor has elected to have NYS provide stop-loss
                  reinsurance.

                  OR

                  [ ] Contractor has not elected to have NYS provide stop-loss
                  reinsurance.

                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2004
                                       3-5

<PAGE>

                      TABLE OF CONTENTS FOR MODEL CONTRACT

Section 18 Contractor Reporting Requirements

      18.1  Time Frames for Report Submissions

      18.2  SDOH Instructions for Report Submissions

      18.3  Liquidated Damages

      18.4  Notification of Changes in Report Due Dates, Requirements or Formats

      18.5  Reporting Requirements

            a.    Annual Financial Statements

            b.    Quarterly Financial Statements

            c.    Other Financial Reports

            d.    Encounter Data

            e.    Quality of Care Performance Measures

            f.    Complaint Reports

            g.    Fraud and Abuse Reporting Requirements

            h.    Participating Provider Network Reports

            i.    Appointment Availability/Twenty-Four Hour (24) Access and
                  Availability Surveys

            j.    Clinical Studies

            k.    Independent Audits

            l.    New Enrollee Health Screening Completion Report

            m.    Additional Reports

            n.    LDSS Specific Reports

      18.6  Ownership and Related Information Disclosure

      18.7  Revision of Certificate of Authority

      18.8  Public Access to Reports

      18.9  Professional Discipline

      18.10 Certification Regarding Individuals Who Have Been Debarred or
            Suspended by Federal or State Government

      18.11 Conflict of Interest Disclosure

      18.12 Physician Incentive Plan Reporting

Section 19 Records Maintenance and Audit Rights

      19.1  Maintenance of Contractor Performance Records

      19.2  Maintenance of Financial Records and Statistical Data

      19.3  Access to Contractor Records

      19.4  Retention Periods

Section 20 Confidentiality

      20.1  Confidentiality of Identifying Information about Medicaid Recipients
            and Applicants

      20.2  Medical Records of Foster Children

      20.3  Confidentiality of Medical Records

      20.4  Length of Confidentiality Requirements

                               TABLE OF CONTENTS
                                October 1, 2004

<PAGE>

      3.12  Mental Health and Chemical Dependence Stop-Loss

            a)    The Contractor will be compensated for medically necessary and
                  clinically appropriate Medicaid reimbursable mental health
                  treatment outpatient visits in excess of twenty (20) visits
                  during any calendar year at rates set forth in contracted fee
                  schedules. Any Court Ordered Services for mental health
                  treatment outpatient visits which specify the use of Non-
                  Participating Providers shall be compensated at the Medicaid
                  rate of payment.

            b)    The Contractor will be compensated for medically necessary and
                  clinically appropriate inpatient mental health services and/or
                  Chemical Dependence Inpatient Rehabilitation and Treatment
                  Services as defined in Appendix K in excess of a combined
                  total of thirty (30) days during a calendar year at the lower
                  of the Contractor's negotiated inpatient rate or Medicaid rate
                  of payment.

            c)    Detoxification Services in Article 28 inpatient hospital
                  facilities are subject to the stop-loss provisions specified
                  in Section 3.11 of this Agreement.

      3.13  Enrollment Limitations

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

            b)    LDSS shall have the right, upon consultation with and notice
                  to the SDOH, to limit, suspend, or terminate enrollment
                  activities by the Contractor and/or enrollment into the
                  Contractor's plan upon ten (10) days written notice to the
                  Contractor. The written notice shall specify the actions
                  contemplated and the reason(s) for such action(s) and shall
                  provide the Contractor with an opportunity to submit
                  additional information that would support the conclusion that
                  limitation, suspension or termination of enrollment activities
                  or enrollment in the Contractor's plan is unnecessary. Nothing
                  in this paragraph limits other remedies available to the LDSS
                  under this Agreement.

            c)    The SDOH shall have the right, upon notice to the LDSS, to
                  limit, suspend or terminate enrollment activities by the
                  Contractor and/or enrollment into the Contractor's plan upon
                  ten (10) days written notice to the Contractor. The written
                  notice shall specify the action(s) contemplated and the

                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2004
                                      3-6

<PAGE>

                  reason(s) for such action(s) and shall provide the Contractor
                  with an opportunity to submit additional information that
                  would support the conclusion that limitation suspension or
                  termination of enrollment activities or enrollment in the
                  Contractor's plan is unnecessary. Nothing in this paragraph
                  limits other remedies available to the SDOH or the LDSS under
                  this Agreement.

      3.14  Tracking Visits Provided by Indian Health Clinics

            The SDOH shall monitor all visits provided by tribal or Indian
            health clinics or urban Indian health facilities or centers to
            enrolled Native Americans, so that the SDOH can reconcile payment
            made for those services, should it be deemed necessary to do so.

                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2004
                                      3-7

<PAGE>

4.    SERVICE AREA

      The Service Area described in Appendix M of this Agreement, which is
      hereby made a part of this Agreement as if set forth fully herein, is the
      specific geographic area within which Eligible Persons must reside to
      enroll in the Contractor's plan.

                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2004

                                       4-1

<PAGE>

5.    ELIGIBLE, EXEMPT AND EXCLUDED POPULATIONS

      5.1   Eligible Populations

      a)    Except as specified in Section 5.1 (b) and 5.3 below, all persons in
            the following Medicaid-eligible beneficiary categories who reside in
            the service area shall be eligible for enrollment in the
            Contractor's plan:

            i)    Singles/Childless Couples - Cash and Medicaid only

            ii)   Low Income Families with Children - Cash and Medicaid only

            iii)  Aid to Families with Dependent Children - Medicaid only

            iv)   Pregnant women whose net available income is at or below two
            hundred percent (200%) of the federal poverty level for the
            applicable household size.

            v)    Children aged one (1) year or below whose family's net
            available income is at or below two hundred percent (200%) of the
            federal poverty level for the applicable household size.

            vi)   Children between ages one (1) and five (5), whose family's net
            available income is at or below one hundred and thirty-three percent
            (133%) of the federal poverty level for the applicable household
            size.

            vii)  Children age six (6) up to age nineteen (19), whose family's
            net available income is at or below one hundred and thirty-three
            percent (133%) of the federal poverty level for the applicable
            household size.

            viii) Transitional Medical Assistance Beneficiaries

            ix)   Supplemental Security Income (cash) and Supplemental Security
            Income Related (Medicaid only).

b)    Medicaid eligible individuals in the following categories may be eligible
      for enrollment in the Contractor's plan at the LDSS' option, as indicated
      by an X below.

      i) Foster care children in the direct care of LDSS.

      [ ] Mandatory county - children in LDSS direct care are mandatorily
          enrolled.

      [X] Mandatory OR voluntary county - children in LDSS direct care are
          enrolled on a case-by-case basis.

      [ ] Mandatory OR voluntary county all foster care children are excluded
          from managed care.

                                    SECTION 5
                   (ELIGIBLE, EXEMPT AND EXCLUDED POPULATIONS)
                                 October 1, 2004

                                      5-1

<PAGE>

      ii)   Homeless persons living in shelters outside of New York City may be
            eligible for enrollment if so determined by the LDSS.

            [ ] Mandatory county - homeless persons are mandatorily enrolled.

            [ ] Mandatory OR voluntary county - homeless persons are enrolled on
                a case-by-case basis.

            [X] Mandatory OR voluntary county - all homeless persons are
                excluded from managed care.

      5.2   Exempt Populations

            The following populations are exempt from mandatory enrollment in
            Medicaid managed care, but may enroll on a voluntary basis, if
            otherwise eligible.

            a)    Individuals who are HIV+ or have AIDS.

            b)    Individuals who are Seriously and Persistently Mentally III or
                  Seriously Emotionally Disturbed.

            c)    Individuals for whom a Managed Care Provider is not
                  geographically accessible so as to reasonably provide
                  services. To qualify for this exemption, an individual must
                  demonstrate that no participating MCO has a provider located
                  within thirty (30) minutes travel time/thirty (30) miles
                  travel distance from the individual's home, who is accepting
                  new patients, and that there is a fee-for-service Medicaid
                  provider available within the thirty (30) minutes travel
                  time/thirty (30) miles travel distance.

            d)    Pregnant women who are already receiving prenatal care from a
                  provider authorized to provide such care not participating in
                  any Medicaid managed care plan. This status will last through
                  a woman's pregnancy, extend through the sixty (60) day post-
                  partum period and end at the end of the month in which the
                  sixtieth (60th) day occurs.

            e)    Individuals with a chronic medical condition who, for at least
                  six (6) months, have been under active treatment with a
                  non-participating sub-specialist physician who is not a
                  network provider for any MCO participating in the Medicaid
                  managed care program service area. This status will last as
                  long as the individual's chronic medical condition exists or
                  until the physician joins a participating MCO's network. The
                  SDOH's Office of Managed Care, Medical Director will, upon the
                  request of an individual or his/her guardian or legally
                  authorized representative (health care agent authorized
                  through a health care proxy), review cases of individuals with
                  unusually severe chronic care needs for a possible exemption
                  from mandatory enrollment in managed care if such individuals
                  are not otherwise eligible for an exemption (i.e., meet one of
                  the seventeen (17) criteria listed here). The SDOH's OMC
                  Medical Director may also authorize a plan disenrollment for
                  such individuals. Disenrollment requests.

                                    SECTION 5
                   (ELIGIBLE, EXEMPT AND EXCLUDED POPULATIONS)
                                  October 1, 2004

                                       5-2

<PAGE>

                  should be made in a manner consistent with the overall
                  disenrollment request process for "good cause" disenrollment.

            f)    Individuals with End Stage Renal Disease (ESRD).

            g)    Individuals who are residents of Intermediate Care Facilities
                  for the Mentally Retarded ("ICF/MR").

            h)    Individuals with characteristics and needs similar to those
                  who are residents of ICF/MRs based on criteria cooperatively
                  established by the State Office of Mental Retardation and
                  Developmental Disabilities (OMRDD) and the SDOH.

            i)    Individuals already scheduled for a major surgical procedure
                  (within thirty (30) days of scheduled enrollment) with a
                  provider who is not a participant in the network of a Medicaid
                  MCO under contract with the LDSS. This exemption will only
                  apply until such time as the individual's course of treatment
                  is complete.

            j)    Individuals with a developmental or physical disability who
                  receive services through a Medicaid Home-and-Community-Based
                  Services Waiver or Medicaid Model Waiver (care-at-home)
                  through a Section 1915c waiver, or individuals having
                  characteristics and needs similar to such individuals
                  (including individuals on the waiting list), based on criteria
                  cooperatively established by OMRDD and SDOH.

            k)    Individuals who are residents of Alcohol and Substance Abuse
                  or Chemical Dependence Long Term Residential Treatment
                  Programs.

            l)    In New York City, all homeless individuals are exempt. In
                  areas outside of NYC, exemption of homeless individuals
                  residing in the shelter system is at the discretion of the
                  local district. - See Section 5.1 (b).

            m)    Native Americans

            n)    Individuals who cannot be served by a managed care provider
                  due to a language barrier which exists when the individual is
                  not capable of effectively communicating his or her medical
                  needs in English or in a secondary language for which PCPs are
                  available within the Medicaid managed care program.
                  Individuals with a language barrier will be deemed able to be
                  served if they have a choice, within time and distance
                  standards, of three (3) PCPs who are able to communicate in
                  the primary language of the eligible individual or who have a
                  person on his/her staff capable of translating medical
                  terminology. Individuals will be eligible for an exemption
                  when:

                  i)    The individual has a relationship with a Medicaid
                        fee-for-service Primary Care Provider who:

                        A)    has the language capability to serve the
                              individual;

                                    SECTION 5
                   (ELIGIBLE, EXEMPT AND EXCLUDED POPULATIONS)
                                 October 1, 2004

                                      5-3

<PAGE>

                        B)    does not participate in any of the Medicaid
                              managed care plans contracted for a service area
                              which includes the individual's residence;

                        C)    is located within a thirty (30) minute/thirty (30)
                              mile radius of the eligible individual's
                              residence;

                                      AND

                        D)    there are fewer than three (3) participating PCPs
                              available within the thirty (30) minute/thirty
                              (30) mile radius who are able to communicate in
                              the primary language of the eligible individual or
                              who have a person on his/her staff capable of
                              translating medical terminology.

                                       OR

                  ii)   The individual has a relationship with a Medicaid
                        fee-for-service Primary Care Provider who:

                        A)    has the language capability to service the
                              individual;

                        B)    does not participate in any of the Medicaid
                              managed care plans contracted for a service area
                              which includes the individual's residence;

                        C)    is located outside a thirty (30) minute/thirty
                              (30) mile radius of the eligible individual's
                              residence;

                                      AND

                        D)    there are fewer than three (3) participating PCPs
                              available within or outside the thirty (30)
                              minute/thirty (30) mile radius who are able to
                              communicate in the primary language of the
                              eligible individual or who have a person on
                              his/her staff capable of translating medical
                              terminology.

            o)    Individuals temporarily residing out of district, (e.g.,
                  college students) will be exempt until the last day of the
                  month in which the purpose of the absence is accomplished. The
                  definition of temporary absence is set forth in Social
                  Services regulations 18 NYCRR Section 360-1.4(p).

            p)    SSI and SSI-related beneficiaries are considered exempt and
                  may enroll on a voluntary basis.

            q)    Individuals with a "County of Fiscal Responsibility" code of
                  98 (OMRDD in MMIS) are exempt in counties where program
                  features are approved by the State and operational at the
                  local district level to permit these individuals to
                  voluntarily enroll in Medicaid managed care.

                  [ ]   State-approved program features are in place and
                        operational at the local district level to permit
                        individuals with a "County of Fiscal Responsibility"
                        code of 98 to voluntarily enroll in Medicaid managed
                        care.

                  OR

                  [x]   State-approved program features are not in place and
                        operational at the local district level, therefore
                        individuals with a "County of Fiscal Responsibility"
                        code of 98 are excluded from enrollment in Medicaid
                        managed care.

                                    SECTION 5
                   (ELIGIBLE, EXEMPT AND EXCLUDED POPULATIONS)
                                 October 1, 2004

                                      5-4

<PAGE>

            r)    Individuals who are eligible for Medical Assistance pursuant
                  to the "Medicaid buy-in for the working disabled"
                  (subparagraphs twelve or thirteen of paragraph (a) of
                  subdivision one of Section 366 of the Social Services Law),
                  and who, pursuant to subdivision 12 of Section 367-a of the
                  Social Services Law, are not required to pay a premium.

      5.3   Excluded Populations

            The following populations are ineligible for enrollment in Medicaid
            managed care.

            a)    Individuals who are Dually Eligible for Medicare/Medicaid.

            b)    Individuals who become eligible for Medicaid only after
                  spending down a portion of their income (Spend-down).

            c)    Individuals who are residents of State-operated psychiatric
                  facilities or residents of State-certified or voluntary
                  treatment facilities for children and youth.

            d)    Individuals who are residents of Residential Health Care
                  Facilities ("RHCF") at the time of Enrollment, and Enrollees
                  whose stay in a RHCF is classified as permanent upon entry
                  into the RHCF or is classified as permanent at a time
                  subsequent to entry.

            e)    Individuals enrolled in managed long term care demonstrations
                  authorized under Article 4403-f of the New York State PHL.

            f)    Medicaid-eligible infants living with incarcerated mothers.

            g)    Infants weighing less than 1200 grams at birth and other
                  infants under six (6) months of age who meet the criteria for
                  the SSI or SSI related category (shall not be enrolled or
                  shall be disenrolled retroactive to date of birth).

            h)    Individuals with access to comprehensive private health care
                  coverage including those already enrolled in an MCO. Such
                  health care coverage, purchased either partially or in full,
                  by or on behalf of the individual, must be determined to be
                  cost effective by the local social services district.

            i)    Foster children in the placement of a voluntary agency.

            j)    Certified blind or disabled children living or expected to be
                  living separate and apart from the parent for thirty (30) days
                  or more.

            k)    Individuals expected to be eligible for Medicaid for less than
                  six (6) months, except for pregnant women (e.g., seasonal
                  agricultural workers).

                                    SECTION 5
                   (ELIGIBLE, EXEMPT AND EXCLUDED POPULATIONS)
                                 October 1, 2004

                                      5-5

<PAGE>

            l)    Foster children in direct care (unless LDSS opts to enroll
                  them see Section 5.1(b)).

            m)    Youths in the care and custody of the Commissioner of the NYS
                  Office of Children and Family Services.

            n)    Individuals in receipt of long-term care services through Long
                  Term Home Health Care programs, or Child Care Facilities
                  (except ICF services for the Developmentally Disabled).

            o)    Individuals eligible for Medical assistance benefits only with
                  respect to TB related services.

            p)    Individuals placed in State Office of Mental Health licensed
                  family care homes pursuant to NYS Mental Hygiene Law, Section
                  31.03.

            q)    Individuals enrolled in the Restricted Recipient Program.

            r)    Individuals with a "County of Fiscal Responsibility" code of
                  99.

            s)    Individuals admitted to a Hospice program prior to time of
                  enrollment (if an Enrollee enters a Hospice program while
                  enrolled in the Contractor's plan, he/she may remain enrolled
                  in the Contractor's plan to maintain continuity of care with
                  his/her PCP). Hospice services are accessed through the
                  fee-for-service Medicaid Program.

            t)    Individuals with a "County of Fiscal Responsibility" code of
                  97 (OMH in MMIS).

            u)    Individuals with a "County of Fiscal Responsibility" code of
                  98 (OMRDD in MMIS) will be excluded until program features are
                  approved by the State and operational at the local district
                  level to permit these individuals to voluntarily enroll in
                  Medicaid managed care.

            v)    Individuals receiving family planning services pursuant to
                  Section 366(l)(a)(ll) of the Social Services Law who are not
                  otherwise eligible for medical assistance and whose net
                  available income is 200% or less of the federal poverty level.

            w)    Individuals who are eligible for Medical Assistance pursuant
                  to the "Medicaid buy-in for the working disabled"
                  (subparagraphs twelve or thirteen of paragraph (a) of
                  subdivision one of Section 366 of the Social Services Law),
                  and who, pursuant to subdivision 12 of Section 367-a of the
                  Social Services Law, are required to pay a premium.

            x)    Individuals who are eligible for Medical Assistance pursuant
                  to paragraph (v) of subdivision four of Section 366 of the
                  Social Services Law (persons who are under 65 years of age,
                  have been screened for breast and/or cervical cancer under

                                    SECTION 5
                   (ELIGIBLE, EXEMPT AND EXCLUDED POPULATIONS)
                                 October 1, 2004

                                      5-6

<PAGE>

            the Centers for Disease Control and Prevention Breast and Cervical
            Cancer Early Detection Program and need treatment for breast or
            cervical cancer, and are not otherwise covered under creditable
            coverage as defined in the Federal Public Health Service Act).

      5.4   Family Health Plus

            Individuals eligible for Medicaid (Family Health Plus) pursuant to
            Title 11-D of the Social Services Law are not eligible for
            enrollment in Medicaid managed care under this Agreement.

      5.5   Family Enrollment

            In local social service districts where enrollment in managed care
            is mandatory, the Contractor agrees that members of the same family
            (defined as mother and her child(ren), father and his child(ren), a
            husband, wife and child(ren) or a husband and wife residing in the
            same household, or persons included in the same case) will be
            required to enroll in the same health plan, in accordance with
            Section 6.6 of this Agreement.

                                    SECTION 5
                   (ELIGIBLE, EXEMPT AND EXCLUDED POPULATIONS)
                                 October 1, 2004

                                      5-7

<PAGE>

6.    ENROLLMENT

      6.1   Enrollment Guidelines

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

            b)    The LDSS and the Contractor agree to conduct enrollment of
                  eligible individuals in accordance with the guidelines set
                  forth in Appendix H.

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

      6.2   Equality of Access to Enrollment

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

      6.3   Enrollment Decisions

            An Eligible Person's decision to enroll in the Contractor's plan
            shall be voluntary except as otherwise provided in Section 6.4 of
            the Agreement.

      6.4   Auto Assignment

            An Eligible Person whose enrollment in a MCO is mandatory and who
            fails to select a MCO within sixty (60) days of receipt of notice of
            mandatory enrollment may be assigned by the LDSS to the Contractor's
            plan pursuant to NYS Social Services Law Section 364-j and in
            accordance with Appendix H.

                                    SECTION 6
                                  (ENROLLMENT)
                                 October 1, 2004

                                      6-1

<PAGE>

      6.5   Prohibition Against Conditions on Enrollment

            Unless otherwise required by law or this Agreement, neither the
            Contractor nor LDSS shall condition any Eligible Person's enrollment
            upon the performance of any act or suggest in any way that failure
            to enroll may result in a loss of Medicaid benefits.

      6.6   Family Enrollment

            a)    In local social service districts where enrollment in managed
                  care is mandatory, all eligible members of the Eligible
                  Person's Family shall be enrolled into the same plan.

            b)    In local social service districts where enrollment in managed
                  care is mandatory, the LDSS must inform Enrollees who have
                  Family members enrolled in other MCOs that if anyone in the
                  Family wishes to change plans, all members of the Family must
                  enroll together in the newly-selected plan. The LDSS shall
                  also notify the Enrollee that all members of the Family will
                  be required to enroll together in a single MCO at the time of
                  their next recertification for Medicaid eligibility unless
                  waiver of this requirement is approved by the LDSS.

            c)    Notwithstanding the foregoing,

                  i)    the LDSS may, on a case-by-case basis, waive the same
                        family rule specified in Sections 6.6 (a) and (b) to
                        preserve continuity of care:

                        1)    if one or more members of the Family are receiving
                              prenatal care and/or continuing care for a complex
                              chronic medical condition from Non-Participating
                              Providers; or

                        2)    if one or more members of the Family transition
                              from one government-sponsored insurance program to
                              another.

                  ii)   the LDSS must allow HIV SNP-eligible individuals within
                        a family to enroll in an HIV SNP, in Service Areas in
                        which an HIV SNP exists.

      6.7   Newborn Enrollment

            a)    All newborn children not in an excluded category shall be
                  enrolled in the MCO of the mother, effective from the first
                  day of the child's month of birth.

                                    SECTION 6
                                  (ENROLLMENT)
                                 October 1, 2004

                                       6-2

<PAGE>

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

                  i)    Coordinating with the LDSS the efforts to ensure that
                        all newborns are enrolled in the managed care plan;

                  ii)   Issuing a letter informing parent(s) about newborn
                        child's enrollment or a member identification card
                        within 14 days of the date on which the Contractor
                        becomes aware of the birth;

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

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

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

      6.8   Effective Date of Enrollment

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

            b)    As of the Effective Date of Enrollment, and until the
                  Effective Date of Disenrollment from the Contractor's plan,
                  the Contractor shall be responsible for the provision and cost
                  of all care and services covered by the Benefit Package and
                  provided to Enrollees whose names appear on the Prepaid
                  Capitation Plan Roster, except as hereinafter provided.

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

                  ii)   Contractor shall not be liable for any part of the cost
                        of a hospital stay for an Enrollee who is admitted to
                        the hospital prior to the Effective Date of Enrollment
                        in the Contractor's plan and who remains hospitalized on
                        the Effective Date of Enrollment; except when the
                        Enrollee, on or after the Effective Date of Enrollment,
                        1) is transferred from one hospital to another; or 2) is
                        discharged from one unit in the hospital to another unit
                        in the same facility and under Medicaid fee for service
                        payment rules, the method of payment changes from: a)
                        DRG

                                    SECTION 6
                                  (ENROLLMENT)
                                 October 1, 2004
                                      6-3

<PAGE>

                        case-based rate of payment per discharge to a per diem
                        rate of payment exempt from DRG case-based payment
                        rates, or b) from a per diem payment rate exempt from
                        DRG case-based payment rates either to another per diem
                        rate, or a DRG case-based payment rate. In such
                        instances, the Contractor shall be liable for the cost
                        of the consecutive stay.

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

      6.9   Roster

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

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

            c)    If LDSS or Enrollment Broker notifies the Contractor in
                  writing or electronically of changes in the first (1st) Roster
                  and provides supporting information as necessary prior to the
                  effective date of the Roster, the Contractor will accept that
                  notification in the same manner as the Roster.

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

      6.10  Automatic Re-Enrollment

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

                                    SECTION 6
                                  (ENROLLMENT)
                                 October 1, 2004
                                       6-4

<PAGE>

7.    LOCK-IN PROVISIONS

7.1   Lock-In Provisions in Voluntary Counties

      All Enrollees in local social service districts where enrollment in
      managed care is voluntary shall be subject to a Lock-In Period under this
      Agreement if so required by the LDSS as indicated by an x below:

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

      [x] Enrollees are not subject to a Lock-In Period.

7.2   Lock-In Provisions in Mandatory Counties and New York City

      All Enrollees in local social service districts where enrollment in
      managed care is mandatory and in New York City are subject to a twelve
      (12) month Lock-In period following the Effective Date of Enrollment in
      the Contractor's plan, with an initial ninety (90) day grace period in
      which to disenroll from the Contractor's plan without cause, regardless of
      whether the Enrollee selected or was autoassigned to the Contractor's
      plan.

7.3   Disenrollment During Lock-In Period

      An Enrollee, subject to Lock-In, may disenroll from the Contractor's plan
      during the Lock-In period for "good cause" as established in 18 NYCRR
      Subpart 360-10 or, if the Enrollee becomes eligible for an exemption or
      exclusion from Medicaid managed care as set forth in Sections 5.2 and 5.3
      of this Agreement.

7.4   Notification Regarding Lock-In and End of Lock-In Period

      LDSS, either directly or through the Enrollment Broker, shall notify
      Enrollees of their right to change MCOs in the enrollment confirmation
      notice sent to individuals after they have selected a MCO or been
      auto-assigned (the latter being applicable to areas where the mandatory
      program is in effect). LDSS and the Enrollment Broker will be responsible
      for providing a notice of end of Lock-In and the right to change MCOs at
      least sixty (60) days prior to the first plan enrollment anniversary date.

                                    SECTION 7
                              (LOCK-IN PROVISIONS)
                                 October 1, 2004
                                       7-1

<PAGE>

8.    DISENROLLMENT

      8.1   Disenrollment Guidelines

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

            b)    The LDSS and the Contractor agree to conduct disenrollment in
                  accordance with the guidelines set forth in Appendix H,
                  Section E and F of this Agreement.

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

            d)    LDSS shall make the final determination concerning
                  disenrollment.

      8.2   Disenrollment Prohibitions

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

            a)    an existing condition or a change in the Enrollee's health
                  which would necessitate disenrollment pursuant to the terms of
                  this Agreement, unless the change

                  i)    results in the Enrollee being reclassified into an
                        excluded category for Medicaid managed care as listed in
                        Section 5.3 of this Agreement;

                  ii)   results in the Enrollee being reclassified into an
                        exempt category as listed in Section 5.2 of this
                        Agreement and the Enrollee wants to disenroll from
                        managed care.

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

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

                                    SECTION 8
                                 (DISENROLLMENT)
                                 October 1 2004
                                       8-1

<PAGE>

      8.3   Reasons for Voluntary Disenrollment

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

      8.4   Processing of Disenrollment Requests

            a)    Routine Disenrollment

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

            b)    Expedited Disenrollment

                  i)    Enrollees with an urgent medical need to disenroll from
                        the Contractor's plan may request an expedited
                        disenrollment by the LDSS. Substantiation of the request
                        by the LDSS will result in an expedited disenrollment in
                        accordance with the guidelines and timeframes as set
                        forth in Appendix H. Individuals who are to be
                        disenrolled from managed care based on their HIV, ESRD
                        or SPMI/SED status are categorically eligible for an
                        expedited disenrollment on the basis of urgent medical
                        need.

                  ii)   Enrollees may request an expedited disenrollment by the
                        LDSS based on a complaint of Non-consensual Enrollment.
                        Substantiation of such a request by the LDSS shall
                        result in an expedited disenrollment retroactive to the
                        first day of the month of enrollment.

                  iii)  In New York City and other districts where homeless
                        individuals are exempt, homeless Enrollees residing in
                        the shelter system may request an expedited
                        disenrollment by the LDSS. Substantiation of such a
                        request by the LDSS will result in an expedited
                        disenrollment in accordance with the guidelines and
                        timeframes as set forth in Appendix H.

            c)    Retroactive Disenrollment

                  i)    Retroactive disenrollments may be warranted in rare
                        instances and include when an individual is enrolled or
                        autoassigned while meeting exclusion criteria or when an
                        Enrollee enters or stays in a residential institution
                        under circumstances which render the

                                    SECTION 8
                                (DISENROLLMENT)
                                 October 1, 2004
                                      8-2

<PAGE>

                        individual excluded from managed care; is incarcerated;
                        is an SSI infant less than six months of age; or dies -
                        as long as the Contractor was not at risk for provision
                        of Benefit Package services for any portion of the
                        retroactive period.

      8.5   Contractor Notification of Disenrollments

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

            b)    In the event that the LDSS intends to retroactively disenroll
                  an Enrollee on a date prior to the first day of the month of
                  the disenrollment request, the LDSS shall consult with the
                  Contractor prior to disenrollment. Such consultation shall not
                  be required for the retroactive disenrollment of SSI infants
                  or in cases where it is clear that the Contractor was not a
                  risk for the provision of Benefit Package services for any
                  portion of the retroactive period.

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

      8.6   Contractor's Liability

            a)    The Contractor is not responsible for providing the Benefit
                  Package under this Agreement after the Effective Date of
                  Disenrollment except as hereinafter provided:

                  i) The Contractor shall be liable for any part of the cost of
                  a hospital stay for an Enrollee who is admitted to the
                  hospital prior to the Effective Date of Disenrollment in the
                  Contractor's plan and who remains hospitalized on the
                  Effective Date of Disenrollment; except when the Enrollee, on
                  or after the Effective Date of Disenrollment, 1) is
                  transferred from one hospital to another; or 2) is discharged
                  from one unit in the hospital to another unit in the same
                  facility and under Medicaid fee for service payment rules, the
                  method of payment changes from: a) DRG case-based rate of
                  payment per discharge to a per diem rate of payment exempt
                  from DRG case-based payment rates, or b) from a per diem
                  payment rate exempt from DRG case-based payment rates to
                  either another per diem rate, or a DRG case-based

                                    SECTION 8
                                 (DISENROLLMENT)
                                 October 1, 2004
                                      8-3

<PAGE>

                  payment rate. In such instances, the Contractor shall not be
                  liable for the cost of the consecutive stay. For the purposes
                  of this Section, "hospital stay" does not include a stay in a
                  hospital that is a) certified by Medicare as a long-term care
                  hospital and b) has an average length of stay for all patients
                  greater than ninety-five (95 days as reported in the Statewide
                  Planning and Research Cooperative System (SPARCS) Annual
                  Report 2002; in such instances, Contractor liability will
                  cease on the Effective Date of Disenrollment.

            b)    The Contractor shall notify the LDSS that the Enrollee remains
                  in the hospital and provide the LDSS with information
                  regarding his or her medical status. The Contractor is
                  required to cooperate with the Enrollee and the new MCO (if
                  applicable) on a timely basis to ensure a smooth transition
                  and continuity of care.

      8.7   Enrollee Initiated Disenrollment

            a)    Disenrollment For Good Cause

                  i)    An Enrollee subject to Lock-In may initiate
                        disenrollment from the Contractor's plan for "good
                        cause" as defined in 18 NYCRR Section 360-10 at any time
                        during the Lock-In period and may disenroll for any
                        reason at any time after the twelfth (12th) month
                        following the Effective Date of Enrollment.

                  ii)   An Enrollee subject to Lock-In may initiate
                        disenrollment for "good cause" by filing a written
                        request with the LDSS or the Contractor. The Contractor
                        must notify the LDSS of the request. The LDSS must
                        respond with a determination within thirty (30) days
                        after receipt of the request. The Contractor must
                        respond timely to LDSS inquiries regarding "good cause"
                        disenrollment requests to enable the LDSS to make a
                        determination within 30 days of the receipt of the
                        request from the Enrollee.

                  iii)  Enrollees granted disenrollment for "good cause" in a
                        voluntary county may join another plan, if one is
                        available, or participate in Medicaid fee-for-service
                        program. In mandatory counties, unless the Enrollee
                        becomes exempt or excluded, he/she may be required to
                        enroll with another MCO.

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

                                    SECTION 8
                                 (DISENROLLMENT)
                                 October 1, 2004
                                       8-4

<PAGE>


                  v)    Once the Lock-In Period has expired, an Enrollee may
                        disenroll from the Contractor's plan at any time, for
                        any reason.

      8.8   Contractor Initiated Disenrollment

            a)    The Contractor may initiate an involuntary disenrollment if
                  the Enrollee engages in conduct or behavior that seriously
                  impairs the Contractor's ability to furnish services to either
                  the Enrollee or other Enrollees, provided that the Contractor
                  has made and documented reasonable efforts to resolve the
                  problems presented by the Enrollee.

            b)    Consistent with 42 CFR 438.56 (b), the Contractor may not
                  request disenrollment because of an adverse change in the
                  Enrollee's health status, or because of the Enrollee's
                  utilization of medical services, diminished mental capacity,
                  or uncooperative or disruptive behavior resulting from the
                  Enrollee's special needs (except where continued enrollment in
                  the Contractor's plan seriously impairs the Contractor's
                  ability to furnish services to either the Enrollee or other
                  Enrollees).

            c)    The Contractor must make a reasonable effort to identify for
                  the Enrollee, both verbally and in writing, those actions of
                  the Enrollee that have interfered with the effective provision
                  of covered services as well as explain what actions or
                  procedures are acceptable.

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

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

            f)    The LDSS will review each Contractor initiated disenrollment
                  request in accordance with the provisions of this Section.
                  Where applicable, the LDSS may consult wit local mental health
                  and substance abuse authorities in the district when making
                  the determination to approve or disapprove a Contractor
                  initiated disenrollment request.

            g)    The LDSS will render a decision within fifteen (15) days of
                  receipt of the fully documented request for disenrollment.
                  Final written determination will be provided to the Enrollee
                  and the Contractor. If the LDSS determination upholds the
                  Contractor's request to disenroll, the LDSS's written
                  determination must inform the Enrollee of the Effective Date
                  of Disenrollment and include a notice of rights to a fair
                  hearing. Should an

                                    SECTION 8
                                 (DISENROLLMENT)
                                 October 1, 2004
                                      8-5

<PAGE>


                  Enrollee request a fair hearing as a result of the LDSS
                  determination, the LDSS shall inform the Contractor of the
                  fair hearing request and the Enrollee will remain enrolled in
                  the Contractor's plan until disposition of the fair hearing.

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

      8.9   LDSS Initiated Disenrollment

            a)    LDSS will promptly initiate disenrollment when:

                  i)    an Enrollee is no longer eligible for any Medicaid
                        benefits; or

                  ii)   the Guaranteed Eligibility period ends (See Section 9)
                        and an Enrollee is no longer eligible for any Medicaid
                        benefits; or

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

                  iv)   an Enrollee becomes ineligible for enrollment pursuant
                        to Section 5.3 of this Agreement, as appropriate; or

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

                                    SECTION 8
                                 (DISENROLLMENT)
                                 October 1, 2004
                                       8-6

<PAGE>


9.    GUARANTEED ELIGIBILITY

      Except as may otherwise be required by law:

      9.1   New Enrollees, other than those identified in Sections 9.2 who would
            otherwise lose Medicaid eligibility during the first six (6) months
            of enrollment will retain the right to remain enrolled in the
            Contractor's plan under this Agreement for a period of six (6)
            months from their Effective Date of Enrollment.

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

            a)    death, moving out of State, or incarceration;

            b)    being a woman with a net available income in excess of
                  medically necessary income but at or below 200% of the federal
                  poverty level who is only eligible for Medicaid while she is
                  pregnant and then through the end of the month in which the
                  sixtieth (60th) day following the end of the pregnancy occurs.

      9.3   If, during the first six (6) months of enrollment in the
            Contractor's plan, an Enrollee becomes eligible for Medicaid only as
            a spend-down, the Enrollee will be eligible to remain enrolled in
            the Contractor's plan for the remainder of the six (6) month
            guarantee period. During the six (6) month guarantee period, an
            Enrollee eligible for spend-down and in need of wraparound services
            has the option of spending down to gain full Medicaid eligibility
            for the wraparound services. In this situation, the LDSS will
            monitor the Enrollee's need for wrap around services and manually
            set coverage codes as appropriate.

      9.4   The services covered during the Guaranteed Eligibility period shall
            be those contained in the Benefit Package, as specified in Appendix
            K, including free access to family planning services as set forth in
            Section 10.12 of this Agreement. During the Guaranteed Eligibility
            period Enrollees are also eligible for pharmacy services on a
            Medicaid fee-for-service basis.

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

      9.6   Enrollees who lose and regain Medicaid eligibility within a three
            (3) month period will not be entitled to a new period of six (6)
            months Guaranteed Eligibility.

      9.7   During the guarantee period, an Enrollee may not change health
            plans. An Enrollee may choose to disenroll from the Contractor's
            Plan during the guarantee period but is not eligible to enroll in
            any other MCO because he/she has lost eligibility for Medicaid.

                                    SECTION 9
                            (GUARANTEED ELIGIBILITY)
                                October 1, 2004
                                      9-1

<PAGE>

10.   BENEFIT PACKAGE, COVERED AND NON-COVERED SERVICES

      10.1  Contractor Responsibilities

            Contractor must provide all services set forth in the Benefit
            Package (Appendix K) that are covered under the Medicaid fee for
            service program except for services specifically excluded by the
            contract, or enacted or affected by Federal or State Law during the
            period of this agreement. SDOH and LDSS shall assure the continued
            availability and accessibility of Medicaid services not covered in
            the Benefit Package.

      10.2  Compliance with State Medicaid Plan and Applicable Laws

            Benefit Package services provided by the Contractor under this
            Agreement shall comply with all standards of the State Medicaid Plan
            established pursuant to Section 363-a of the State Social Services
            Law and shall satisfy all applicable requirements of the State
            Public Health and Social Services Laws.

      10.3  Definitions

            Benefit Package and Non-Covered Service definitions agreed to by the
            Contractor and the LDSS are contained in Appendix K, which is hereby
            made a part of this contract as if set forth fully herein.

      10.4  Provision of Services Through Participating and Non-Participating
            Providers

            With the exception of Emergency services described in Section 10.14
            of this Agreement, Family Planning Services described in Section
            10.11 of this Agreement, and services for which Enrollees can self
            refer as described in Section 10.16 of this Agreement, the Benefit
            Package must be provided and authorized by the Contractor through
            Provider Agreements with Participating Providers, as specified in
            Section 22 of this Agreement. A plan may also arrange for specialty
            or other services for Enrollees with Non-Participating Providers, in
            accordance with Section 21.1(b) of this Agreement.

      10.5  Child Teen Health Program/Adolescent Preventive Services

            a)    The Contractor and its Participating Providers are required to
                  provide the Child Teen Health Program C/THP services outlined
                  in Appendix K (Benefit Package) and comply with applicable
                  EPSDT requirements specified in 42 CFR, Part 441, sub-part B,
                  18NYCRR, Part 508 and the New York State Department of Health
                  C/THP manual. The Contractor and its Participating Providers
                  are required to provide C/THP services to Medicaid Enrollees
                  under 21 years of age when:

                                   SECTION 10
               (BENEFIT PACKAGE, COVERED AND NON-COVERED SERVICES)
                                 October 1, 2004
                                      10-1

<PAGE>

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

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

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

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

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

                  i)    Educate pregnant women and families with under age 21
                        Enrollees about the program and its importance to a
                        child's or adolescent's health,

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

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

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

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

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

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

      10.6  Foster Care Children

            The Contractor shall comply with the health requirements for foster
            children specified in 18 NYCRR Section 441.22 and Part 507 and any
            subsequent amendments thereto. These requirements include thirty
            (30) day obligations for

                                   SECTION 10
               (BENEFIT PACKAGE, COVERED AND NON-COVERED SERVICES)
                                 October 1, 2004
                                      10-2

<PAGE>

            a comprehensive physical and behavioral health assessment and
            assessment of the risk that the child may be HIV+ and should be
            tested.

      10.7  Child Protective Services

            The Contractor shall comply with the requirements specified for
            child protective examinations, provision of medical information to
            the child protective services investigation and court ordered
            services as specified in 18 NYCRR Section 432, and any subsequent
            amendments thereto. Medically necessary services, whether provided
            in or out of plan, must be provided. Out of plan providers will be
            reimbursed at the Medicaid fee schedule by the Contractor.

      10.8  Welfare Reform

            a)    The LDSS must determine whether each public assistance or
                  combined public assistance/Medicaid applicant is incapacitated
                  or can participate in work activities. As part of this work
                  determination process, the LDSS may require medical
                  documentation and/or an initial mental and/or physical
                  examination to determine whether an individual has a mental or
                  physical impairment that limits his/her ability to engage in
                  work (12 NYCRR Section 1300.2(d)(13)(i)). The LDSS may not
                  require the Contractor to provide the initial district
                  mandated or requested medical examination necessary for an
                  Enrollee to meet welfare reform work participation
                  requirements.

            b)    The Contractor shall require that its Participating Providers,
                  upon Enrollee consent, provide medical documentation and
                  health, mental health and chemical dependence assessments as
                  follows:

                  i)    Within ten (10) days of a request of an Enrollee or a
                        former Enrollee, currently receiving public assistance
                        or who is applying for public assistance, the Enrollee's
                        or former Enrollee's PCP or specialist provider, as
                        appropriate, shall provide medical documentation
                        concerning the Enrollee or former Enrollee's health or
                        mental health status to the LDSS or to the LDSS'
                        designee. Medical documentation includes but is not
                        limited to drug prescriptions and reports from the
                        Enrollee's PCP or specialist provider. The Contractor
                        shall include the foregoing as a responsibility of the
                        PCP and specialist provider in its provider contracts or
                        in their provider manuals.

                  ii)   Within ten (10) days of a request of an Enrollee, who
                        has already undergone, or is scheduled to undergo, an
                        initial LDSS required mental and/or physical
                        examination, the Enrollee's PCP shall provide a health,
                        or mental health and/or chemical dependence assessment,
                        examination or other services as appropriate to identify
                        or quantify an Enrollee's level of incapacitation. Such
                        assessment must contain a specific diagnosis resulting
                        from any medically appropriate tests and specify any
                        work

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                        limitations. The LDSS, may, upon written notice to the
                        Contractor, specify the format and instructions for such
                        an assessment.

            c)    The Contractor shall designate a Welfare Reform liaison who
                  shall work with the LDSS or its designee to (1) ensure that
                  Enrollees receive timely access to assessments and services
                  specified in this Agreement and (2) ensure completion of
                  reports containing medical documentation required by the LDSS.

            d)    The Contractor will continue to be responsible for the
                  provision and payment of Chemical Dependence Services in the
                  Benefit Package for Enrollees mandated by the LDSS under
                  Welfare Reform if such services are already underway and the
                  LDSS is satisfied with the level of care and services.

            e)    The Contractor is not responsible for the provision and
                  payment of Chemical Dependence Inpatient Rehabilitation and
                  Treatment Services for Enrollees mandated by the LDSS as a
                  condition of eligibility for Public Assistance or Medicaid
                  under Welfare Reform (as indicated by Code 83) unless such
                  services are already under way as described in (c) above.

            f)    The Contractor is not responsible for the provision and
                  payment of Medically Supervised Inpatient and Outpatient
                  Withdrawal Services for Enrollees mandated by the LDSS under
                  Welfare Reform (as indicated by Code 83) unless such services
                  already under way as described in (c) above.

            g)    The Contractor is responsible for the provision and payment of
                  Medically Managed Detoxification Services ordered by the LDSS
                  under Welfare Reform.

            h)    The Contractor is responsible for the provisions of Sections
                  10.10, 10.16 (a) and 10.24 of this Agreement for Enrollees
                  requiring LDSS mandated Chemical Dependence Services.

      10.9  Adult Protective Services

            The Contractor shall cooperate with LDSS in the implementation of 18
            NYCRR Part 457 and any subsequent amendments thereto with regard to
            medically necessary health and mental health services and all Court
            Ordered Services for adults. These services are to be provided in or
            out of plan. Out of plan providers will be reimbursed at the
            Medicaid fee schedule.

      10.10 Court-Ordered Services

            a)    The Contractor shall provide any Benefit Package services to
                  Enrollees as ordered by a court of competent jurisdiction,
                  regardless of whether such services are provided by
                  Participating Providers within the plan or by a

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                  Non-Participating Provider in compliance with such court
                  order. The Non-Participating Provider shall be reimbursed by
                  the Contractor at the Medicaid fee schedule. The Contractor is
                  responsible for court-ordered services to the extent that such
                  court-ordered services are covered by and reimbursable by
                  Medicaid.

            b)    Court Ordered Services are those services ordered by the court
                  performed by, or under the supervision of a physician,
                  dentist, or other provider qualified under State Law to
                  furnish medical, dental, behavioral health (including mental
                  health and/or Chemical Dependence), or other Medicaid covered
                  services. The Contractor is responsible for payment of those
                  Medicaid services as covered by the Benefit Package, even when
                  the providers are not in the Contractor's provider network.

      10.11 Family Planning and Reproductive Health Services

            a)    Nothing in this Agreement shall restrict the right of
                  Enrollees to receive Family Planning and Reproductive Health
                  Services from any qualified Medicaid provider, regardless of
                  whether the provider is a participating provider or a
                  non-participating provider, without referral from the
                  Enrollee's PCP and without approval from the Contractor.

            b)    The Contractor agrees to permit Enrollees to exercise their
                  right to obtain Family Planning and Reproductive Health
                  Services as defined in Part C-1 of Appendix C, which is hereby
                  made a part of this contract as if set forth fully herein,
                  from either the Contractor, if family planning is a part of
                  the Contractor's Benefit Package, or from any appropriate
                  Medicaid enrolled Non-Participating Family Planning Provider
                  without a referral from the Enrollee's PCP and without
                  approval by the Contractor.

            c)    The Contractor agrees to permit Enrollees to obtain pre and
                  post-test HIV counseling and blood testing when performed as
                  part of a Family Planning encounter from the Contractor, if
                  Family Planning is a part of the Contractor's Benefit Package,
                  or from any appropriate Medicaid enrolled Non-Participating
                  family planning Provider without a referral from the
                  Enrollee's PCP and without approval by the Contractor.

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

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

            f)    Contractor must inform its practitioners and administrative
                  personnel about policies concerning free access to family
                  planning services, HIV counseling and testing, reimbursement,
                  enrollee education and confidentiality. Contractor must inform
                  its providers that they must comply with professional medical
                  standards of practice, the Contractor's practice guidelines,
                  and all applicable federal, state, and local laws. These
                  include but are not limited to, standards established by the
                  American College of Obstetricians and Gynecologists, the
                  American Academy of Family Physicians, the U.S. Task Force on
                  Preventive Services and the New York State Child/Teen Health
                  Program. These standards and laws indicate that family
                  planning counseling is an integral part of primary and
                  preventive care.

            g)    The Contractor agrees that if Family Planning is part of the
                  Contractor's Benefit Package, the Contractor will be charged
                  for the services of out of network providers at the applicable
                  Medicaid rate or fee. In such instances, out of network
                  providers will bill Medicaid and the SDOH will issue a
                  confidential change back to the Contractor. Such charge back
                  mechanism will comply with all applicable patient
                  confidentiality requirements.

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

            i)    If Contractor does not include family planning and
                  reproductive health services in its Benefit Package, within
                  ninety (90) days of signing this Agreement, Contractor must
                  submit to the SDOH and LDSS a statement of the policy and
                  procedure that the Contractor will use to ensure that its
                  Enrollees are fully informed of their rights to access a full
                  range of family planning and reproductive health services.
                  Refer to Part C-3 of Appendix C for the SDOH Guidelines for
                  Plans That Do Not Provide Family Planning Services in their
                  Capitation. Contractor shall ensure that

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                        prospective Enrollees and Enrollees are advised of the
                        family planning services which are not provided by the
                        Contractor and of their right of access to such services
                        in accordance with the provisions of Part C-3 of
                        Appendix C, which is hereby made a part of this contract
                        as if set forth fully herein.

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

      10.12 Prenatal Care

            The Contractor is responsible for arranging for the provision of
            comprehensive Prenatal Care Services to all pregnant Enrollees
            including all services enumerated in Subdivision 1, Section 2522 of
            the Public Health Law in accordance with 10 NYCRR Part 85.40
            (Prenatal Care Assistance Program).

      10.13 Direct Access

            The Contractor shall offer female Enrollees direct access to primary
            and preventive obstetrics and gynecology services, follow-up care as
            a result of a primary and preventive visit, and any care related to
            pregnancy from the Contractor's network providers without referral
            from the PCP as set forth in Public Health Law Section 4406-b(1).

      10.14 Emergency Services

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

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

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                  Emergency Services and are subsequently stabilized. Except as
                  otherwise provided by contractual agreement between the
                  Contractor and a Participating Provider, the Contractor must
                  pay for services for Emergency Medical Conditions whether
                  provided by a Participating Provider or a Non-Participating
                  Provider, and may not deny payments if notification is not
                  timely.

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

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

            e)    When emergency transportation is included in the Contractor's
                  Benefit Package, the Contractor shall reimburse for all
                  emergency ambulance services without regard to final diagnosis
                  or prudent layperson standards.

      10.15 Medicaid Utilization Thresholds (MUTS)

            Enrollees may be subject to MUTS for outpatient pharmacy services
            which are billed Medicaid fee-for-service and for dental services
            provided without referral at Article 28 clinics operated by academic
            dental centers as described in Section 10.28 of this Agreement.
            Enrollees are not otherwise subject to MUTS for services included in
            the Benefit Package.

      10.16 Services for Which Enrollees Can Self-Refer

            a)    Mental Health and Chemical Dependence Services

                  The Contractor will allow Enrollees or LDSS officials on the
                  Enrollee's behalf to make self referral or referral for one
                  mental health assessment from a Participating Provider and one
                  chemical dependence assessment from a Detoxification or
                  Chemical Dependence Inpatient Rehabilitation and Treatment
                  Participating Provider in any calendar year period without
                  requiring preauthorization or referral from the Enrollee's
                  Primary Care Provider. In the case of children, such
                  self-referrals may originate at the request of a school
                  guidance counselor (with parental or guardian consent, or
                  pursuant to procedures set forth in Section 33.21 of the
                  Mental Hygiene Law), LDSS Official, Judicial Official,
                  Probation Officer, parent or similar source.

                  i)    The Contractor shall make available to all Enrollees a
                        complete listing of their participating mental health
                        and Chemical Dependence Services

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                        providers. The listing should specify which provider
                        groups or practitioners specialize in children's mental
                        health services.

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

                  iii)  The Contractor will implement policies and procedures to
                        ensure that Enrollees receive follow-up Benefit Package
                        services from appropriate providers based on the
                        findings of their mental health and/or Detoxification or
                        Chemical Dependence Inpatient Rehabilitation and
                        Treatment assessment(s).

                  iv)   The Contractor will implement policies and procedures to
                        ensure that Enrollees are referred to appropriate
                        Chemical Dependence outpatient rehabilitation and
                        treatment providers based on the findings of the
                        Chemical Dependence assessment by the Contractor's
                        Participating Provider.

            b)    Vision Services

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

            c)    Diagnosis and Treatment of Tuberculosis

                  Enrollees may self-refer to public health agency facilities
                  for the diagnosis and/or treatment of TB as described in
                  Section 10.19 (a)(i) of this Agreement.

            d)    Family Planning and Reproductive Health Services.

                  Enrollees may self-refer to family planning and reproductive
                  health services as described in Section 10.11 and Appendix C
                  of this Agreement.

            e)    Article 28 Clinics Operated by Academic Dental Centers

                  Enrollees may self-refer to Article 28 clinics operated by
                  academic dental centers to obtain covered dental services as
                  described in Section 10.28 of this Agreement.

      10.17 Second Opinions for Medical or Surgical Care

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

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      10.18 Coordination with Local Public Health Agencies

            The Contractor will coordinate is public health-related activities
            with the Local Public Health Agency. Coordination mechanisms and
            operational protocols for addressing public health issues will be
            negotiated with the Local Public Health and Social Services
            Departments and be customized to reflect County public health
            priorities. Negotiations must result in agreements regarding
            required health plan activities related to public health. The
            outcome of negotiations may take the form of an informal agreement
            among the parties which may include memos; a separate memorandum of
            understanding signed by the Local Public Health Agency, LDSS , and
            the Contractor; or an appendix to the contract between the LDSS and
            the Contractor which shall be included in Appendix N as if set forth
            fully herein.

      10.19 Public Health Services

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

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

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

                  iii)  The Contractor may require the Local Public Health
                        Agency to give notification before delivering services,
                        unless these services are ordered by a court of
                        competent jurisdiction. The Local Public Health Agency
                        will: 1) make reasonable efforts to verify with the
                        Enrollee's PCP that he/she has not already provided TB
                        care and treatment, and 2) provide documentation of
                        services rendered along with the claim.

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

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

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

                  vii)  The Contractor will not be capitated or financially
                        liable for Directly Observed Therapy (DOT) costs. The
                        Contractor agrees to make all reasonable efforts to
                        ensure coordination with DOT providers regarding
                        clinical care and services. HIV counseling and testing
                        during a TB related visit at a public health clinic,
                        directly operated by a county health department or the
                        New York City Department of Health and Mental Hygiene,
                        will be covered by Medicaid fee-for-service (FFS) at
                        rates established by the State. The Contractor also will
                        not be financially liable for treatments rendered to
                        Enrollees who have been institutionalized as a result of
                        a local health commissioner's order due to
                        non-compliance with TB care regimens.

                  viii) While all other clinical management of tuberculosis is
                        covered by the Contractor, TB/DOT where applicable, can
                        be billed directly to Medicaid by any SDOH approved
                        fee-for-service Medicaid TB/DOT provider. The Contractor
                        remains responsible for communicating, cooperating, and
                        coordinating clinical management of TB with the TB/DOT
                        provider. The Enrollee reserves the right to use any
                        fee-for-service DOT provider because TB/DOT is a
                        non-covered benefit.

            b)    Immunizations

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

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

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

                  iii)  If the immunization is administered by the PCP,
                        immunization materials for children should be obtained
                        free of charge from the "Vaccine For Children Program".
                        The Contractor will be reimbursed only for administering
                        the vaccine to children.

            c)    Prevention and Treatment of Sexually Transmitted Diseases

                  The Contractor will be responsible for ensuring that its
                  Participating Providers educate their Enrollees about the risk
                  and prevention of sexually transmitted disease (STD). The
                  Contractor also will be responsible for ensuring that its
                  Participating Providers screen and treat Enrollees for STDs
                  and report cases of STD to the Local Public Health Agency and
                  cooperate in contact investigation, in accordance with
                  existing state and local laws and regulations. HIV counseling
                  and testing provided during a STD related visit at a public
                  health clinic, directly operated by a county health department
                  or the New York City Department of Health and Mental Hygiene,
                  will be covered by Medicaid FFS at rates established by the
                  State.

            d)    Lead Poisoning

                  The Contractor will be responsible for carrying out and
                  ensuring that its Participating Providers comply with lead
                  poisoning screening and follow-up as specified in 10 NYCRR,
                  Sub-part 67.1. The Contractor shall coordinate the care of
                  such children with Local Public Health Agencies to assure
                  appropriate follow-up in terms of environmental investigation,
                  risk management and reporting requirements.

      10.20 Adults with Chronic Illnesses and Physical or Developmental
            Disabilities

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

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

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

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                  i)    develop protocols describing the Contractor's case
                        management services and minimum qualification
                        requirements for case management staff;

                  ii)   develop and implement protocols for monitoring
                        effectiveness of case management based on patient
                        outcomes;

                  iii)  develop and implement protocols for monitoring service
                        utilization including emergency room visits and
                        hospitalizations, with adjustment of severity of patient
                        conditions;

                  iv)   provide regular information to network providers on the
                        case management services available to the Contractor's
                        Enrollees and the criteria for referring Enrollees to
                        the Contractor for case management services.

            c)    Satisfactory methods/guidelines for determining which patients
                  are in need of case management services, including
                  establishment of severity thresholds, and methods for
                  identification of patients including monitoring of
                  hospitalizations and ER visits, provider referrals, new
                  Enrollee health screenings ands self referrals by Enrollees.

            d)    Guidelines for determining specific needs of Enrollees in case
                  management, including specialist physician referrals, durable
                  medical equipment, home health services, self management
                  education and training, etc.

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

            f)    Policies and procedures to allow for the continuation of
                  existing relationships with out-of-network providers,
                  consistent with PHL 4403 6(e) and Section 15.5 of this
                  Agreement.

      10.21 Children with Special Health Care Needs

            Children with special health care needs are those who have or are
            suspected of having a serious or chronic physical, developmental,
            behavioral, or emotional condition and who also require health and
            related services of a type or amount beyond that required by
            children generally. The Contractor will be responsible for
            performing all of the same activities for this population as for
            adults. In addition, the Contractor will implement the following for
            these children:

            a)    Satisfactory methods for interacting with school districts,
                  preschool services, child protective service agencies, early
                  intervention officials, behavioral health, and developmental
                  disabilities service organizations for the purpose of
                  coordinating and assuring appropriate service delivery.

            b)    An adequate network of pediatric providers and
                  sub-specialists, contractual relationships with tertiary
                  institutions, to meet their medical needs.

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            c)    Satisfactory methods for assuring that children with serious,
                  chronic, and rare disorders receive appropriate diagnostic
                  work-ups on a timely basis.

            d)    Satisfactory arrangements for assuring access to specialty
                  centers in and out of New York State for diagnosis and
                  treatment of rare disorders.

            e)    A satisfactory approach for assuring access to allied health
                  professionals (Physical Therapists, Occupational Therapists,
                  Speech Therapists, and Audiologists) experienced in dealing
                  with children and families.

      10.22 Persons Requiring Ongoing Mental Health Services

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

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

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

            c)    Satisfactory case management systems or satisfactory case
                  management.

            d)    Satisfactory systems for coordinating service delivery between
                  physical health, chemical dependence, and mental health
                  providers, and coordinating services with other available
                  services, including Social Services.

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

      10.23 Member Needs Relating to HIV

            Persons with HIV infection an exempt from mandatory enrollment;
            however, they will be permitted to enroll voluntarily into Managed
            Care Organizations. The Contractor must inform Enrollees newly
            diagnosed with HIV infection or AIDS, known to the Contractor, of
            their enrollment options including the ability to return to
            fee-for-service or to disenroll from the Contractor's plan and to
            enroll into HIV Special Needs Plans (SNPs) as such plans become
            available.

            The Contractor agrees that anonymous testing may be furnished to the
            Enrollee without prior approval by the Contractor and may be
            conducted at anonymous testing sites available to clients. Services
            provided for HIV treatment may only

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            be obtained from the Contractor during the period the Enrollee is
            enrolled in the Contractor's plan.

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

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

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

            c)    The Contractor shall comply with the requirements set forth in
                  Title 10 NYCRR (including Part 98 and in Subpart 69-1) which
                  mandate that HIV counseling with testing, presented as a
                  clinical recommendation, be provided to all women in prenatal
                  care and their newborns. Consistent with these requirements,
                  the Contractor shall ensure that Participating Providers refer
                  such Enrollees determined to have HIV infection for clinically
                  appropriate services.

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                                 October 1, 2004
                                      10-15

<PAGE>

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

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

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

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

      10.24 Persons Requiring Chemical Dependence Services

            The Contractor will have in place all of the following for its
            Enrollees requiring Chemical Dependence Services:

            a)    Participating Provider networks consisting of licensed
                  providers, as defined in Section 21.17 of this contract.

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

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              (BENEFIT PACKAGE, COVERED AND NON-COVERED SERVICES)
                                October 1, 2004
                                     10-16

<PAGE>

                  pregnant women, having methods for referring to OASAS for
                  appropriate services beyond the Contractor's Benefit Package
                  (e.g., halfway houses).

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

            d)    Satisfactory case management systems.

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

            The Contractor agrees to also participate in the local planning
            process for serving persons with chemical dependence, to the extent
            requested by the LDSS. At the LDSS's discretion, the Contractor will
            develop linkages with local governmental units on coordination
            procedures and standards related to Chemical Dependence Services and
            related activities.

      10.25 Native Americans

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

      10.26 Women, Infants, and Children (WIC)

            The Contractor shall develop linkage agreements or other mechanisms
            to ensure women and children enrollees are referred to WIC services
            if qualified to receive such services. The Contractor shall refer
            pregnant women and children, younger than five (5) years of age, to
            WIC local agencies for nutritional assessments and supplements.

      10.27 Urgently Needed Services

            a)    The Contractor is responsible for Urgently Needed Services.

            b)    Urgently Needed Services are covered only in the United
                  States, the Commonwealth of Puerto Rico, the U.S. Virgin
                  Islands, Guam, American Samoa, the Northern Mariana Islands
                  and Canada.

            c)    The Contractor must disclose to all Enrollees the procedures
                  to be followed to obtain Urgently Needed Services.

                                   SECTION 10
              (BENEFIT PACKAGE, COVERED AND NON-COVERED SERVICES)
                                October 1, 2004
                                     10-17

<PAGE>

            d)    The Contractor may require Enrollees or the Enrollee's
                  designee to coordinate with the Contractor or the Enrollee's
                  PCP prior to receiving care, to ensure that the needed care
                  will be authorized and covered by the plan as Urgently Needed
                  Services.

      10.28 Dental Services Provided by Article 28 Clinics Operated by Academic
            Dental Centers Not Participating in Contractor's Network

            a)    Consistent with Chapter 697 of Laws of 2003 amending Section
                  364 (j) of the Social Services Law, dental services provided
                  by Article 28 clinics operated by academic dental centers may
                  be accessed directly by Medicaid managed care Enrollees
                  without prior approval and without regard to network
                  participation.

            b)    If dental services are part of the Contractor's Benefit
                  Package, the Contractor will reimburse non-participating
                  Article 28 clinics operated by academic dental centers for
                  covered dental services provided to Enrollees on or after
                  November 19, 2003 at approved Article 28 Medicaid clinic
                  rates in accordance with the protocols issued by the SDOH.

      10.29 Coordination of Services

            a)    The Contractor shall coordinate care for Enrollees with:

                  i)    the court system (for court ordered evaluations and
                        treatment);

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

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

                  iv)   WIC, Head Start, Early Intervention;

                  v)    special needs plans;

                  vi)   programs funded through the Ryan White CARE Act;

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

                  viii) Prenatal Care Assistance Program (PCAP) Providers;

                  ix)   local governmental units responsible for public health,
                        mental health, mental retardation or Chemical Dependence
                        Services;

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              (BENEFIT PACKAGE, COVERED AND NON-COVERED SERVICES)
                                October 1, 2004
                                     10-18

<PAGE>

                  x)    specialized providers of long term care for people with
                        developmental disabilities; and

                  xi)   School-based health centers.

            b)    Coordination may involve contracts or linkage agreements (if
                  entities are willing to enter into such agreement), or other
                  mechanisms to ensure coordinated care for Enrollees, such as
                  protocols for reciprocal referral and communication of data
                  and clinical information on MCO Enrollees.

      10.30 Prospective Benefit Package Change for Retroactive SSI
            Determinations

            The managed care Benefit Package and associated Capitation Rate for
            Enrollees who become SSI or SSI related retroactively shall be
            changed prospectively as of the effective date of the Roster on
            which the Enrollee's status change appears.

                                   SECTION 10
              (BENEFIT PACKAGE, COVERED AND NON-COVERED SERVICES)
                                October 1, 2004
                                     10-19

<PAGE>

11.   MARKETING

      11.1  Marketing Plan

            The Contractor shall have a Marketing Plan, that has been
            prior-approved by the SDOH and/or LDSS, that describes the Marketing
            activities the Contractor will undertake within the local district
            during the term of this Agreement.

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

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

      11.2  Marketing Activities

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

      11.3  Prior Approval of Marketing Materials, Procedures, Subcontracts

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

      11.4  Marketing Infractions

            Infractions of the Marketing Guidelines may result in the following
            actions being taken by the LDSS to protect the interests of the
            program and its clients. These actions shall be taken at the sole
            discretion of the LDSS.

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

            b)    For subsequent or more serious infractions, the LDSS may
                  impose liquidated damages of $2,000 or other appropriate
                  non-monetary sanction for each infraction.

                                   SECTION 11
                                  (MARKETING)
                                October 1, 2004
                                      11-1

<PAGE>

            c)    The LDSS may require the MCO to prepare a corrective action
                  plan with a specified deadline for implementation.

            d)    If the MCO commits further infractions, fails to pay
                  liquidated damages within the specified timeframe, fails to
                  implement a corrective action plan in a timely manner on
                  commits an egregious first-time infraction, the LDSS may:

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

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

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

      11.5  LDSS Option to Adopt Additional Marketing Guidelines

            The LDSS may adopt, subject to SDOH approval, additional and/or more
            restrictive terms in the Marketing Guidelines to the extent
            appropriate to local conditions and circumstances, which shall be
            appended to Appendix D, Section E.

                                   SECTION 11
                                  (MARKETING)
                                October 1, 2004
                                      11-2

<PAGE>

12.   MEMBER SERVICES

      12.1  General Functions

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

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

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

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

            d)    Clarifying information in the member handbook for Enrollees.

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

            f)    Clarifying for potential Enrollees current categories of
                  exemptions and exclusions. The Contractor may refer to the
                  LDSS or the Enrollment Broker, where one is in place, if
                  necessary, for more information on exemptions and exclusions.

      12.2  Translation and Oral Interpretation

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

                                   SECTION 12
                                (MEMBER SERVICES)
                                 October 1, 2004
                                      12-1

<PAGE>

            b)    In addition, verbal interpretation services must be made
                  available to Enrollees who speak a language other than English
                  as a primary language. Interpreter services must be offered in
                  person where practical, but otherwise may be offered by
                  telephone.

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

      12.3  Communicating with the Visually, Hearing and Cognitively Impaired

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

                                   SECTION 12
                               (MEMBER SERVICES)
                                October 1, 2004
                                      12-2

<PAGE>

13.   ENROLLEE NOTIFICATION

      13.1  Provider Directories/Office Hours for Participating Providers

            a)    The Contractor shall maintain and update, on a quarterly
                  basis, a listing by specialty of the names, addresses and
                  telephone numbers of all Participating Providers, including
                  facilities. Such a list/directory shall include names, office
                  addresses, telephone numbers, board certification for
                  physicians, and information on language capabilities and
                  wheelchair accessibility of Participating Providers.

            b)    New Enrollees, and upon request, prospective Enrollees, must
                  receive the most current complete listing in hardcopy, along
                  with any updates to such listing.

            c)    Enrollees must be notified of updates in writing at least
                  annually in one of the following methods: provide updates in
                  hardcopy; provide a new complete listing/directory in
                  hardcopy; or provide written notification that a new complete
                  listing/directory is available and will be provided upon
                  request either in hardcopy, or electronically if the
                  Contractor has the capability of providing such data in an
                  electronic format and the data is requested in that format by
                  an Enrollee.

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

      13.2  Member ID Cards

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

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

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

                  iii)  the member services toll free telephone number;

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

                  v)    for ID Cards issued after October 1, 2004, the
                        Enrollee's Client Identification Number (CIN).

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

                                   SECTION 13
                            (ENROLLEE NOTIFICATION)
                                October 1, 2004
                                      13-1

<PAGE>

            c)    The Contractor shall issue an identification card within
                  fourteen (14) days of an Enrollee's Effective Date of
                  Enrollment. If unforeseen circumstances, such as the lack of
                  identification of a PCP, prevent the MCO from forwarding the
                  official identification card to new Enrollees within the
                  fourteen (14) day period, alternative measures by which
                  Enrollees may identify themselves such as use of a Welcome
                  Letter on a temporary identification card shall be deemed
                  acceptable until such time as a PCP is either chosen by the
                  Enrollee or auto assigned by the Contractor. The Contractor
                  agrees to implement an alternative method by which individuals
                  may identify themselves as Enrollees prior to receiving the
                  card (e.g., using a "welcome letter" from the plan) and to
                  update PCP information on the identification card. Newborns of
                  Enrollees need not present ID cards in order to be seen by the
                  MCO and its Participating Providers.

      13.3  Member Handbooks

            The Contractor shall issue to a new Enrollee within fourteen (14)
            days of the Effective Date of Enrollment a Member Handbook, which is
            consistent with the SDOH guidelines described in Appendix E, which
            is hereby made a part of this Agreement as if set forth fully
            herein.

      13.4  Notification of Effective Date of Enrollment

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

      13.5  Notification of Enrollee Rights

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

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

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

                                   SECTION 13
                            (ENROLLEE NOTIFICATION)
                                October 1, 2004
                                      13-2

<PAGE>

            c)    Offer assistance in arranging an initial visit to the
                  Enrollee's PCP for a baseline physical and other preventive
                  services, including an assessment of the Enrollee's potential
                  risk, if any, for specific diseases or conditions.

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

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

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

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

            h)    Assist the Enrollee in selecting a primary care provider if
                  one has not already been chosen.

      13.6  Enrollee's Rights to Advance Directives

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

      13.7  Approval of Written Notices

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

                                   SECTION 13
                            (ENROLLEE NOTIFICATION)
                                October 1, 2004
                                      13-3

<PAGE>

      13.8  Contractor's Duty to Report Lack of Contact

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

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

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

      13.10 LDSS Notification of Enrollee's Change in Address

            The LDSS must notify the Contractor of any known change in address
            of Enrollees in the Contractor's plan.

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

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

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

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

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

                                   SECTION 13
                            (ENROLLEE NOTIFICATION)
                                October 1, 2004
                                      13-4

<PAGE>

14.   COMPLAINT AND APPEAL PROCEDURE

      14.1  Contractor's Program to Address Complaints

            a)    The Contractor shall establish and maintain a comprehensive
                  program designed to address clinical and other complaints, and
                  appeals of complaint determinations, which may be brought by
                  Enrollees, consistent with Articles 44 and 49 of the New York
                  State PHL.

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

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

      14.2  Notification of Complaint and Appeal Program

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

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

      14.3  Guidelines for Complaint and Appeal Program

            a)    The Contractor's complaint and appeal program will comply with
                  the Managed Care Complaint and Appeals Program Guidelines
                  described in Appendix F, which is hereby made a part of this
                  Agreement as if set forth fully herein. The SDOH and LDSS may
                  modify Appendix F of this Agreement upon sixty (60) days prior
                  written notice to the Contractor and such modifications shall
                  become binding and incorporated into this Agreement without
                  further action by the parties.

            b)    The Contractor's complaint and appeal procedures shall be
                  approved by the SDOH and LDSS and kept on file with the
                  Contractor, LDSS and SDOH.

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

                                   SECTION 14
                        (COMPLAINT AND APPEAL PROCEDURE)
                                October 1, 2004
                                      14-1

<PAGE>

      14.4  Complaint Investigation Determinations

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

                                   SECTION 14
                        (COMPLAINT AND APPEAL PROCEDURE)
                                October 1, 2004
                                      14-2

<PAGE>

15.   ACCESS REQUIREMENTS

      15.1  Appointment Availability Standards

            The Contractor shall comply with the following appointment
            availability standards(1).

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

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

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

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

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

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

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

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

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

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

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

            1)    Initial PCP office visit for newborns: within two (2) weeks of
                  hospital discharge.

            m)    Provider visits to make health, mental health and substance
                  abuse assessments for the purpose of making recommendations
                  regarding a recipient's ability to perform work when requested
                  by a LDSS: within ten (10) days of request by an Enrollee, in
                  accordance with Section 10.8 of this Agreement.

      15.2  Twenty-Four (24) Hour Access

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

----------

1 These are general standards and are not intended to supersede sound clinical
judgement as to the necessity for care and services on a more expedient basis,
when judged clinically necessary and appropriate.

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                       (EQUALITY OF ACCESS AND TREATMENT)
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                                      15-1

<PAGE>

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

      15.3  Appointment Waiting Times

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

      15.4  Travel Time Standards

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

            a)    Primary Care

                  Travel time/distance to primary care sites shall not exceed
                  thirty (30) minutes in metropolitan areas or thirty (30)
                  minutes/thirty (30) miles in non-metropolitan areas.
                  Transport time and distance in rural areas to primary care
                  sites may be greater than thirty (30) minutes/thirty (30)
                  miles if based on the community standard for accessing care or
                  if by Enrollee choice.

                  Enrollees may, at their discretion, select participating PCPs
                  located farther from their homes as long as they are able to
                  arrange and pay for transportation to the PCP themselves.

            b)    Other Providers

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

      15.5  Service Continuation

            a)    New Enrollees

                  If a new Enrollee has an existing relationship with a health
                  care provider who is not a member of the Contractor's provider
                  network, the contractor shall permit the Enrollee to continue
                  an ongoing course of treatment by the Non-Participating
                  Provider during a transitional period of up to sixty (60) days
                  from the Effective Date of Enrollment, if, (1) the Enrollee
                  has a life-

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<PAGE>

                  threatening disease or condition or a degenerative and
                  disabling disease or condition, or (2) the Enrollee has
                  entered the second trimester of pregnancy at the Effective
                  Date of Enrollment, in which case the transitional period
                  shall include the provision of post-partum care directly
                  related to the delivery up until sixty (60) days post partum.
                  If the Enrollee elects to continue to receive care from such
                  Non-Participating Provider, such care shall be authorized by
                  the Contractor for the transitional period only if the
                  Non-Participating Provider agrees to:

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

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

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

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

            b)    Enrollees Whose Health Care Provider Leaves Network

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

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

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

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                                      15-3

<PAGE>

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

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

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

      15.6  Standing Referrals

            The Contractor will implement policies and procedures to allow for
            standing referrals to specialist physicians for Enrollees who have
            ongoing needs for care from such specialists, consistent with PHL
            Section 4403(6)(b).

      15.7  Specialist as a Coordinator of Primary Care

            The Contractor will implement policies and procedures to allow
            Enrollees with a life-threatening or degenerative and disabling
            disease or condition, which requires prolonged specialized medical
            care, to receive a referral to a specialist, who will then function
            as the coordinator of primary and specialty care for that Enrollee,
            consistent with PHL Section 4403 (6)(c).

      15.8  Specialty Care Centers

            The Contractor will implement policies and procedures to allow
            Enrollees with a life-threatening or a degenerative and disabling
            condition or disease, which requires prolonged specialized medical
            care to receive a referral to an accredited or designated specialty
            care center with expertise in treating the life-threatening or
            degenerative and disabling disease or condition, consistent with New
            York State PHL Section 4403(6)(d).

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                       (EQUALITY OF ACCESS AND TREATMENT)
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                                      15-4

<PAGE>

16.   QUALITY ASSURANCE

      16.1  Internal Quality Assurance Program

            a)    Contractor must operate a quality assurance program which is
                  approved by SDOH and which includes methods and procedures to
                  control the utilization of Medicaid services consistent with
                  PHL Article 49 and 42 CFR Part 456. Recipients' records must
                  include information needed to perform utilization review as
                  specified in 42 CFR Sections 456.111 and 456.211. The
                  Contractors approved quality assurance program must be kept on
                  file by the Contractor and the LDSS. The Contractor shall not
                  modify the quality assurance program without the prior written
                  approval of the SDOH, and notice to the LDSS.

            b)    The Contractor shall incorporate the findings from reports in
                  Section 18 of this Agreement into its quality assurance
                  program. Where performance is less than the statewide average
                  or another standard as defined by the SDOH and developed in
                  consultation with plans and appropriate clinical experts, the
                  Contractor will be required to develop and implement a plan
                  for improving performance that is approved by the SDOH and
                  LDSS and that specifies the expected level of improvement and
                  timeframes for actions expected to result in such improvement.
                  In the event that such approved plan does not result in the
                  expected level of improvement, the Contractor shall work with
                  the SDOH and the LDSS to develop and implement alternative
                  plans to achieve improvement. The Contractor agrees to meet
                  with the SDOH and LDSS to review improvement plans and quality
                  performance.

      16.2  Standards of Care

            The Contractor must adopt practice guidelines consistent with
            current standards of care, complying with recommendations of
            professional specialty groups or the guidelines of programs such as
            the American Academy of Pediatrics, the American Academy of Family
            Physicians, the U.S. Task Force on Preventive Care, the New York
            State Child Teen Health Program (C/THP) standards for provision of
            care to individuals under age 21, the American Medical Association's
            Guidelines for Adolescent and Preventive Services, the US Department
            of Health and Human Services Center for Substance Abuse Treatment,
            the American College of Obstetricians and Gynecologists, the
            American Diabetes Association, and the AIDS Institute clinical
            standards for adult, adolescent, and pediatric care. The Contractor
            must have mechanisms in place to disseminate any changes in practice
            guidelines to its network providers at least annually, or more
            frequently, as appropriate. The Contractor shall develop and
            implement protocols for identifying providers who do not adhere to
            practice guidelines and for making reasonable efforts to improve the
            performance of these providers. Annually, the Contractor shall
            select a minimum of two practice guidelines and monitor

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                               (QUALITY ASSURANCE)
                                 OCTOBER 1, 2004
                                      16-1

<PAGE>

            performance of appropriate providers (or a sample of providers)
            against such guidelines.

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                               (QUALITY ASSURANCE)
                                OCTOBER 1, 2004
                                      16-2

<PAGE>

17.   MONITORING AND EVALUATION

      17.1  Right to Monitor Contractor Performance

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

      17.2  Cooperation During Monitoring and Evaluation

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

      17.3  Cooperation During On-Site Reviews

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

      17.4  Cooperation During Review of Services by External Review Agency

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

                                   SECTION 17
                           (MONITORING AND EVALUATION)
                                October 1, 2004
                                      17-1

<PAGE>

18.   CONTRACTOR REPORTING REQUIREMENTS

      18.1  Time Frames for Report Submissions

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

      18.2  SDOH Instructions for Report Submissions

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

      18.3  Liquidated Damages

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

      18.4  Notification of Changes in Report Due Dates, Requirements or Formats

            SDOH or LDSS may extend due dates, or modify report requirements or
            formats upon a written request by the Contractor to the SDOH or LDSS
            with a copy of the request to the other agency, where the Contractor
            has demonstrated a good and compelling reason for the extension or
            modification. The determination to grant a modification or,
            extension of time shall be made by SDOH with regard to annual and
            quarterly statements, complaint reports, audits, encounter data,
            change of ownership, clinical studies, QARR, and provider network
            reports. The

                                    SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                October 1, 2004
                                      18-1

<PAGE>

            determination to grant a modification or extension of time shall be
            made by the LDSS with respect to No-Contact, PCP auto assignment,
            and reports required by Sections 18.5 (n) and (o) of the Agreement.

      18.5  Reporting Requirements

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

            a)    Annual Financial Statements:

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

            b)    Quarterly Financial Statements:

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

            c)    Other Financial Reports:

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

            d)    Encounter Data:

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

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                       (CONTRACTOR REPORTING REQUIREMENTS)
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<PAGE>

            e)    Quality of Care Performance Measures:

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

            f)    Complaint Reports:

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

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

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

                  The LDSS reserves the right to require the Contractor to
                  submit a hardcopy of complaint reports in Section 18.5(o) of
                  this Agreement.

            g)    Fraud and Abuse Reporting Requirements:

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

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

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

                        B)    The source that identified the fraud or abuse;

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

                        D)    A description of the fraud or abuse;

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                       (CONTRACTOR REPORTING REQUIREMENTS)
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                                      18-3

<PAGE>

                        E)    The approximate range of dollars involved;

                        F)    The legal and administrative disposition of the
                              case including actions taken by law enforcement
                              officials to whom the case has been referred; and

                        G)    Other data/information as prescribed by SDOH.

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

            h)    Participating Provider Network Reports:

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

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

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

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

            j)    Clinical Studies:

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

                  The Contractor will be required to conduct at least one (1)
                  internal focused clinical study each year in a priority topic
                  area of its choosing, from a list to be generated through the
                  mutual agreement of the SDOH and the Contractor's Medical
                  Director. The Contractor may conduct its internal focused
                  clinical study in conjunction with one or more MCOs. The

                                   SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
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                                      18-4

<PAGE>

                  purpose of these studies will be to promote quality
                  improvement within the MCO. SDOH will provide guidelines which
                  address study structure and plan collaboration. Results of
                  these studies will be provided to the SDOH and the LDSS.

            k)    Independent Audits:

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

            1)    New Enrollee Health Screening Completion Report:

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

            m)    Additional Reports:

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

            n)    LDSS Specific Reports:

                  {INSERT LDSS SPECIFIC REPORTS AS APPLICABLE} NONE REQUIRED.

      18.6  Ownership and Related Information Disclosure

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

      18.7  Revision of Certificate of Authority

            The Contractor shall give prompt written notice to LDSS of any
            revisions of its Certificate of Authority issued pursuant to Article
            44 of the State Public Health Law.

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                       (CONTRACTOR REPORTING REQUIREMENTS)
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                                      18-5

<PAGE>

      18.8  Public Access to Reports

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

      18.9  Professional Discipline

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

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

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

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

            b)    The Contractor shall make a report to the appropriate
                  professional disciplinary agency within thirty (30) days of
                  obtaining knowledge of any information that reasonably appears
                  to show that a health professional is guilty of professional
                  misconduct as defined in Articles 130 and 131(a) of the State
                  Education Law.

      18.10 Certification Regarding Individuals Who Have Been Debarred Or
            Suspended By Federal or State Government

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

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

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

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                       (CONTRACTOR REPORTING REQUIREMENTS)
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                                      18-6

<PAGE>

      18.11 Conflict of Interest Disclosure

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

      18.12 Physician Incentive Plan Reporting

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

                                   SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 October 1, 2004

                                      18-7

<PAGE>

19.   RECORDS MAINTENANCE AND AUDIT RIGHTS

      19.1  Maintenance of Contractor Performance Records

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

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

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

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

      19.2  Maintenance of Financial Records and Statistical Data

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

      19.3  Access to Contractor Records

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

      19.4  Retention Periods

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

                                   SECTION 19
                     (RECORDS MAINTENANCE AND AUDIT RIGHTS)
                                 October 1, 2004

                                      19-1

<PAGE>

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

                                   SECTION 19
                     (RECORDS MAINTENANCE AND AUDIT RIGHTS)
                                 October 1, 2004

                                      19-2

<PAGE>

20.   CONFIDENTIALITY

      20.1  Confidentiality of Identifying Information about Medicaid Recipients
            and Applicants

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

      20.2  Medical Records of Foster Children

            Medical records of enrolled Medicaid recipients enrolled in foster
            care programs shall be disclosed to local social service officials
            in accordance with State Social Services Law including Sections
            358-a, 384-a and 392 and 18 NYCRR Section 507.1.

      20.3  Confidentiality of Medical Records

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

      20.4  Length of Confidentiality Requirements

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

                                   SECTION 20
                                (CONFIDENTIALITY)
                                 October 1, 2004

                                      20-1

<PAGE>

21.   PARTICIPATING PROVIDERS

      21.1  Network Requirements

            a)    Sufficient Number

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

                  ii)   The Contractor's network must contain all of the
                        provider types necessary to furnish the prepaid Benefit
                        Package, including but not limited to: hospitals,
                        physicians (primary care and specialists), mental health
                        and substance abuse providers, allied health
                        professionals, ancillary providers, DME providers and
                        home health providers.

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

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

            b)    Absence of Appropriate Network Provider

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

            c)    Suspension of Enrollee Assignments To Providers

                  The Contractor shall ensure that there is sufficient capacity,
                  consistent with SDOH standards, to serve Enrollees under this
                  Agreement. In the event any of the Contractor's Participating
                  Providers are no longer able to accept assignment of new
                  Enrollees due to capacity limitations, as determined by the
                  SDOH and the LDSS, the Contractor will suspend assignment of
                  any additional Enrollees to such Participating Provider until
                  it is capable of further accepting Enrollees. When a
                  Participating Provider has more than one (1) site, the
                  suspension will be made by site.

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                        (PROVIDER NETWORK AND AGREEMENTS)
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                                      21-1
<PAGE>
            d)    Notice of Provider Termination

                  The Contractor shall notify LDSS and SDOH of any notice of
                  termination of

                  an IPA, hospital or medical group provider agreement which
                  affects an Enrollee's access to care.

                  Such notification to the LDSS and the SDOH shall be made
                  ninety (90) days prior to the effective date of the
                  termination of the provider agreement or immediately upon
                  notice from such provider if less than ninety (90) days.

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

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

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

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

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

                  ii)   the Contractor and provider are continuing to negotiate
                        in good faith and consent to extend the provider
                        agreement for a period of time necessary to provide not
                        less than thirty (30) days notice to Enrollees.

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                        (PROVIDER NETWORK AND AGREEMENTS)
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                                      21-2

<PAGE>

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

      21.2  Credentialing

            a)    Licensure

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

            b)    Minimum Standards

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

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

                  ii)   Have completed an accredited residency program; or

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

            c)    Credentialing/Recredentialing Process

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

            d)    Application Procedure

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

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                        (PROVIDER NETWORK AND AGREEMENTS)
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                                      21-3

<PAGE>

      21.3  SDOH Exclusion or Termination of Providers

            If SDOH excludes or terminates a provider from its Medicaid Program,
            the Contractor shall, upon learning of such exclusion or
            termination, immediately terminate the provider agreement with the
            Participating Provider as it pertains to the Contractor's Medicaid
            program, and agrees to no longer utilize the services of the subject
            provider, as applicable. The Contractor shall access information
            pertaining to excluded Medicaid providers through the SDOH Health
            Provider Network (HPN). Such information available to the Contractor
            on the HPN shall be deemed to constitute constructive notice. The
            HPN should not be the sole basis for identifying current exclusions
            or termination of previously approved providers. Should the
            Contractor become aware, through the HPN or any other source, of an
            SDOH exclusion or termination, the Contractor shall validate this
            information with the Office of Medicaid Management, Bureau of
            Enforcement Activities and comply with the provisions of this
            Section.

      21.4  Evaluation Information

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

      21.5  Payment In Full

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

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                       ("PROVIDER NETWORK AND AGREEMENTS)
                                 October 1, 2004
                                      21-4

<PAGE>

      21.6  Choice/Assignment of PCP's

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

            b)    PCP assignments should be made taking into consideration the
                  following:

                  i)    Enrollee's geographic location;

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

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

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

      21.7  PCP Changes

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

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

            c)    The Contractor will provide Enrollees with an opportunity to
                  select a new PCP in the event that the Enrollee's current PCP
                  leaves the network or otherwise becomes unavailable. Such
                  changes shall not be considered in the calculation of changes
                  for cause allowed within a six (6) month period.

            d)    In the event that an assignment of a new PCP is necessary due
                  to the unavailability of the Enrollee's former PCP, such
                  assignment shall be

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                        (PROVIDER NETWORK AND AGREEMENTS)
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                                      21-5

<PAGE>

                  made in accordance with the requirements of Section 21.6 of
                  this Agreement.

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

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

                  ii)   The Enrollee's place of residence has changed such that
                        he/she has moved beyond the PCP travel time/distance
                        standard.

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

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

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

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

      21.8  Provider Status Changes

            1)    PCP Changes

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

                  a)    Enrollees will be notified within fifteen (15) days from
                        the date on which the Contractor becomes aware that such
                        Enrollee's PCP has changed his or her office address or
                        telephone number.

                  b)    If a PCP ceases participation in the Contractor's
                        network, the Contractor shall provide written notice
                        within fifteen (15) days from the date that the
                        Contractor becomes aware of such change in status to
                        each Enrollee who has chosen the provider as their PCP.
                        In such cases, the notice shall describe the procedures
                        for choosing an alternative PCP and, in the event that
                        the Enrollee is in an ongoing course of treatment, the
                        procedures for continuing care consistent with
                        subdivision 6 (e) of PHL Section 4403.

                  c)    Where an Enrollee's PCP ceases participation with the
                        Contractor, the Contractor must ensure that a new PCP is
                        assigned within thirty (30) days of the date of the
                        notice to the Enrollee.

            2)    Other Provider Changes

                  In the event that an Enrollee is in an ongoing course of
                  treatment with another Participating Provider who becomes
                  unavailable to continue to provide

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                        (PROVIDER NETWORK AND AGREEMENTS)
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                                      21- 6

<PAGE>

            services to such Enrollee, the Contractor shall provide written
            notice to the Enrollee within fifteen (15) days from the date on
            which the Contractor becomes aware of the Participating Provider's
            unavailability to the Enrollee. In such cases, the notice shall
            describe the procedures for continuing care consistent with
            subdivision 6 (e) of PHL Section 4403 and for choosing an
            alternative provider.

      21.9  PCP Responsibilities

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

      21.10 Member to Provider Ratios

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

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

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

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

      21.11 Minimum Office Hours

            a)    General Requirements

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

            b)    The minimum office hours requirement may be waived under
                  certain circumstances. A request for a waiver must be
                  submitted by the MCO to the Medical Director of the Office of
                  Managed Care for review and approval; and the physician must
                  be available at least eight hours/week; and the

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                        (PROVIDER NETWORK AND AGREEMENTS)
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                                      21-7

<PAGE>

                  physician must be practicing in a Health Provider Shortage
                  Area (HPSA) or other similarly determined shortage area; and
                  the physician must be able to fulfill the other
                  responsibilities of a PCP (as described in this Section); and
                  the waiver request must demonstrate there are systems in
                  place to guarantee continuity of care and to meet all access
                  and availability standards, (24-hr/7 day week coverage,
                  appointment availability, etc.). SDOH shall notify the LDSS
                  when a waiver has been granted.

      21.12 Primary Care Practitioners

            a)    General Limitations

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

            b)    Specialist and Sub-specialist as PCPs

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

            c)    OB/GYN Providers as PCPs

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

            d)    Certified Nurse Practitioners as PCPs

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

            e)    Registered Physician's Assistants as Physician Extenders

                  The Contractor is permitted to use registered physician's
                  assistants as physician-extenders, subject to their scope of
                  practice limitations under New York State Law.

                                   SECTION 21
                        (PROVIDER NETWORK AND AGREEMENTS)
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                                      21-8

<PAGE>

      21.13 PCP Teams

            a)    General Requirements

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

            b)    Medical Residents

                  The Contractor shall comply with SDOH Guidelines for use of
                  Medical Residents as found in Appendix I, which is hereby made
                  a part of this Agreement as if set forth fully herein.

      21.14 Hospitals

            a)    Tertiary Services

                  The Contractor will establish hospital networks capable of
                  furnishing the full range of tertiary services to Enrollees.
                  Contractors shall ensure that all Enrollees have access to at
                  least one (1) general acute care hospital within thirty (30)
                  minutes/thirty (30) miles travel time (by car or public
                  transportation) from the Enrollee's residence, unless none are
                  located within such a distance. If none are located within
                  thirty (30) minutes travel time/thirty (30) miles travel
                  distance, the Contractor must include the next closest site in
                  its network.

            b)    Emergency Services

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

      21.15 Dental Networks

            If the Contractor includes dental services in its Benefit Package,
            the Contractor's dental network shall include geographically
            accessible general dentists sufficient to offer each Enrollee a
            choice of two (2) primary care dentists in their Service Area and to
            achieve a ratio of at least one (1) primary care dentist for each
            2,000 Enrollees. Networks must also include at least one (1)
            pediatric dentist and one (1) oral surgeon. Orthognathic surgery,
            temporal mandibular disorders (TMD)

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<PAGE>

            and oral/maxillofacial prosthodontics must be provided through any
            qualified dentist, either in-network or by referral. Periodontists
            and endodontists must also be available by referral. The network
            should include dentists with expertise in serving special needs
            populations (e.g., HIV+ and developmentally disabled patients).

            Dental surgery performed in an ambulatory or inpatient setting is
            the responsibility of the Contractor whether dental services are a
            covered benefit or not, as set forth in Appendix K-II - B-Optional
            Service, Dental Services.

      21.16 Presumptive Eligibility Providers

            Contractors must offer Presumptive Eligibility Providers the
            opportunity to contract at terms which are at least as favorable as
            the terms offered to other providers performing equivalent services
            (prenatal care). Contractors need not contract with every
            Presumptive Eligibility Provider in their County, but must include a
            sufficient number in their networks of Participating Providers to
            meet the distance/travel time standards defined for primary care.

      21.17 Mental Health and Chemical Dependence Services Providers

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

            The State defines mental health and Chemical Dependence Services
            providers to include the following: Individual Practitioners,
            Psychiatrists, Psychologists, Psychiatric Nurse Practitioners,
            Psychiatric Clinical Nurse Specialists, Licensed Certified Social
            Workers, OMH and OASAS Programs and Clinics, and providers of mental
            health and/or Chemical Dependence Services certified or licensed
            pursuant to Article 31 or 32 of the Mental Hygiene Law, as
            appropriate.

      21.18 Laboratory Procedures

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

      21.19 Federally Qualified Health Centers (FQHCs)

            In voluntary counties, the Contractor is not required to contract
            with FQHCs.

            However, when an FQHC is part of the provider network (voluntary or
            mandatory counties) the Provider Agreement must include a provision
            whereby the

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<PAGE>

            Contractor agrees to compensate the FQHC for services provided to
            Enrollees at a payment rate that is not less than the level and
            amount for a similar set of services which the Contractor would make
            to a provider that is not an FQHC.

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

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

      21.20 Provider Services Function

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

            a)    Assisting providers with prior authorization and referral
                  protocols.

            b)    Assisting providers with claims payment procedures.

            c)    Fielding and responding to provider questions and complaints.

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<PAGE>

22.   SUBCONTRACTS AND PROVIDER AGREEMENTS

      22.1  Written Subcontracts

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

      22.2  Permissible Subcontracts

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

      22.3  Provisions of Services through Provider Agreements

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

      22.4  Approvals

            a)    Provider Agreements shall require the approval of SDOH as set
                  forth in PHL 4402 and 10 NYCRR Part 98.

            b)    If a subcontract is for management services under 10 NYCRR
                  Section 98-1.11, it must be approved by SDOH prior to its
                  becoming effective.

            c)    The Contractor shall notify SDOH of any material amendments to
                  any Provider Agreement as set forth in 10 NYCRR Section
                  98-1.8.

      22.5  Required Components

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

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

            c)    Nothing contained in this Agreement between LDSS and the
                  Contractor shall create any contractual relationship between
                  any subcontractor of the Contractor, including Participating
                  Providers, and the County or LDSS.

                                   SECTION 22
                              (PROVIDER AGREEMENTS)
                                 October 1, 2004
                                      22-1

<PAGE>

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

            e)    The Contractor shall also ensure that, in the event the
                  Contractor fails to pay any subcontractor, including any
                  Participating Provider in accordance with the subcontract or
                  Provider Agreement, the subcontractor or Participating
                  Provider will not seek payment from the LDSS, the Enrollees,
                  or their eligible dependents.

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

            g)    The Contractor shall ensure that all Provider Agreements
                  entered into with Providers require acceptance of a woman's
                  enrollment in the MCO as sufficient to provide services to her
                  newborn, unless the newborn is excluded from participating in
                  Medicaid managed care.

      22.6  Timely Payment

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

      22.7  Restrictions on Disclosure

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

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

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

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

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

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

                                   SECTION 22
                              (PROVIDER AGREEMENTS)
                                October 1, 2004
                                      22-2

<PAGE>

      22.8  Transfer of Liability

            No contract or agreement between the Contractor and a health care
            provider shall contain any clause purporting to transfer to the
            health care provider, other than a medical group, by indemnification
            or otherwise, any liability relating to activities, actions or
            omissions of the Contractor as opposed to those of the health care
            provider.

      22.9  Termination of Health Care Professional Agreements

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

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

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

            a)    the reasons for the proposed action;

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

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

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

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

                                   SECTION 22
                             (PROVIDER AGREEMENTS)
                                October 1, 2004
                                      22-3

<PAGE>

      22.10 Health Care Professional Hearings

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

            a)    The hearing panel shall be comprised of at least three persons
                  appointed by the Contractor. At least one person on such panel
                  shall be a clinical peer in the same discipline and the same
                  or similar specialty as the health care professional under
                  review. The hearing panel may consist of more than three
                  persons, provided however that the number of clinical peers on
                  such panel shall constitute one-third or more of the total
                  membership of the panel.

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

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

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

      22.11 Non-Renewal of Provider Agreements

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

                                   SECTION 22
                              (PROVIDER AGREEMENTS)
                                 October 1,2004
                                      22-4

<PAGE>

      22.12 Physician Incentive Plan

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

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

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

                                   SECTION 22
                             (PROVIDER AGREEMENTS)
                                October 1, 2004
                                      22-5

<PAGE>

23.   FRAUD AND ABUSE PREVENTION PLAN

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

24.   AMERICANS WITH DISABILITIES ACT COMPLIANCE PLAN

      Contractor must comply with Title II of the Americans with Disabilities
      Act (ADA) and Section 504 of the Rehabilitation Act of 1973 for program
      accessibility, and must develop an ADA Compliance Plan consistent with the
      SDOH Guidelines for Medicaid MCO Compliance with the ADA which are set
      forth in Appendix J, which is hereby made a part of this Agreement as if
      set forth fully herein. Said plan must be approved by the SDOH and/or the
      LDSS, and filed with the Contractor, SDOH and the LDSS.

25.   FAIR HEARINGS

      25.1  Enrollee Access To Fair Hearing Process

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

      25.2  Enrollee Rights to a Fair Hearing

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

      25.3  Contractor Notice to Enrollees

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

                  i)    When Contractor or its utilization review agent has
                        denied a request to approve a Benefit Package service
                        ordered by an MCO provider; or

                             SECTION 23 - SECTION 37
                                 October 1, 2004
                                       -1-

<PAGE>

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

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

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

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

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

                  ii)   the reasons for the determination including the clinical
                        rationale, if any;

                  iii)  the process for filing a grievance/complaint with the
                        organization;

                  iv)   the timeframes within which a grievance/complaint must
                        be made;

                  v)    the right of an Enrollee to designate a representative
                        to file a grievance/complaint on behalf of the Enrollee;

                  vi)   the notice of the right of the Enrollee to contact the
                        New York State Department of Health (800 206-8125) with
                        their complaint; and

                  vii)  the notice entitled "Managed Care Action Taken"
                        containing the Enrollee's fair hearing and aid
                        continuing rights.

            d)    The Contractor's Notice of Adverse Determination and Notice of
                  a Right to Request a Fair Hearing for Article 49 Utilization
                  Review Determinations shall include the following:

                  (i)   a description of the action Contractor intends to take;

                  (ii)  the reasons for the determination including the
                        clinical rationale, if any;

                  (iii) instructions on how to initiate standard and expedited
                        appeals pursuant to section 4904 of the Public Health
                        Law (PHL);

                  (iv)  instructions on how to initiate an external appeal
                        pursuant to section 4914 of the PHL;

                  (v)   notice of availability of the clinical review criteria
                        relied upon to make such determination;

                  (vi)  the additional, if any, necessary information to be
                        provided to, or obtained by, the UR agent in order to
                        render a decision on the appeal;

                  (vii) notice of the right of the Enrollee to contact the New
                        York State Department of Health (800 206-8125) with
                        their complaint; and

                  (viii) the notice entitled "Managed Care Action Taken"
                         containing the Enrollee's fair hearing and aid
                         continuing rights.

                            SECTION 23 - SECTION 37
                                 October 1, 2004
                                       -2-

<PAGE>

      25.4  Aid Continuing

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

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

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

                  iii)  There is a valid order for the treatment or service from
                        a participating provider. Contractor shall provide aid
                        continuing until the matter has been resolved to the
                        Enrollee's satisfaction or until the administrative
                        process is completed and there is a determination from
                        OAH that Enrollee is not entitled to receive the
                        service, the Enrollee withdraws the request for aid
                        continuing and/or the fair hearing in writing, or the
                        treatment or service originally ordered by the provider
                        has been completed, whichever occurs first.

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

      25.5  Responsibilities of SDOH

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

      25.6  Contractor's Obligations

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

            b)    Despite an Enrollee's request for a State fair hearing in any
                  given dispute, Contractor is required to maintain and operate
                  in good faith its own internal

                            SECTION 23 - SECTION 37
                                October 1, 2004
                                      -3-

<PAGE>

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

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

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

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

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

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

                            SECTION 23 - SECTION 37
                                 October 1, 2004
                                       -4-

<PAGE>

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

            i)    Contractor shall bear the burden of proof at hearings
                  regarding the reduction, suspension or termination of ongoing
                  services. In the event that Contractor's initial adverse
                  determination is upheld as a result of a fair hearing, any aid
                  continuing provided pursuant to that hearing request, may be
                  recouped by Contractor.

26.   EXTERNAL APPEAL

      26.1  Basis for External Appeal

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

      26.2  Eligibility for External Appeal

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

      26.3  External Appeal Determination

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

      26.4  Compliance with External Appeal Laws and Regulations

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

27.   INTERMEDIATE SANCTIONS

      Contractor is subject to the imposition of sanctions as authorized by
      State law including the SDOH's right to impose sanctions for unacceptable
      practices as set forth in Title 18 of the Official Compilation of Codes,
      Rules and Regulations of the State of New York (NYCRR) Part 515 and civil
      and monetary penalties pursuant to 18 NYCRR Part 516 and such other
      sanctions and penalties as are authorized by local laws and ordinances and

                              SECTION 23 SECTION 37
                                 October 1, 2004
                                       -5-

<PAGE>

      resultant administrative codes, rules and regulations related to the
      Medical Assistance Program or to the delivery of the contracted for
      services.

28.   ENVIRONMENTAL COMPLIANCE

      The Contractor shall comply with all applicable standards, orders, or
      requirements issued under Section 306 of the Clean Air Ac 42 U.S.C.
      Section 1857(h), Section 508 of the Clean Water Act (33 U.S.C. Section
      1368), Executive Order 11738, and the Environmental Protection Agency
      ("EFA") regulations (40 CFR, Part 15) that prohibit the use of the
      facilities included on the EPA List of Violating Facilities. The
      Contractor shall report violations to SDOH and to the Assistant
      Administrator for Enforcement of the EPA.

29.   ENERGY CONSERVATION

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

30.   INDEPENDENT CAPACITY OF CONTRACTOR

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

31.   NO THIRD PARTY BENEFICIARIES

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

32.   INDEMNIFICATION

      32.1  Indemnification by Contractor

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

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

            b)    any and all claims and losses accruing or resulting to any
                  person, firm, or corporation that may be injured or damaged by
                  the Contractor, its officers,

                              SECTION 23 SECTION 37
                                 October 1, 2004
                                      -6-

<PAGE>

                  agents, employees, or subcontractors, including Participating
                  Providers, in connection with the performance of this
                  Agreement;

            c)    any liability, including costs and expenses, for violation of
                  proprietary rights, copyrights, or rights of privacy, arising
                  out of the publication, translation, reproduction, delivery,
                  performance, use, or disposition of any data furnished under
                  this Agreement, or based on any libelous or otherwise unlawful
                  matter contained in such data.

                  i)    The LDSS will provide the Contractor with prompt written
                        notice of any claim made against the LDSS, and the
                        Contractor, at its sole option, shall defend or settle
                        said claim. The LDSS shall cooperate with the Contractor
                        to the extent necessary for the Contractor to discharge
                        its obligation under Section 32.1.

                  ii)   The Contractor shall have no obligation under this
                        section with respect to any claim or cause of action for
                        damages to persons or property solely caused by the
                        negligence of LDSS, its employees, or agents.

      32.2  Indemnification by LDSS

            The LDSS shall indemnify and hold harmless the Contractor and its
            officers, agents, and employees from any and all claims for damages
            resulting from actions by the LDSS or their Contractors in
            connection with their performance under this Agreement, except for
            such damages, costs, and expenses resulting from the negligence or
            culpable act of the Contractor, its officers, agents, employees, or
            subcontractors, including Participating Providers.

33.   PROHIBITION ON USE OF FEDERAL FUNDS FOR LOBBYING

      33.1  Prohibition of Use of Federal Funds for Lobbying

            The Contractor agrees, pursuant to 31 U.S.C. Section 1352 and 45 CFR
            Part 93, that no Federally appropriated funds have been paid or will
            be paid to any person by or on behalf of the Contractor for the
            purpose of influencing or attempting to influence an officer or
            employee of any agency, a Member of Congress, an officer or employee
            of Congress, or an employee of a Member of Congress in connection
            with the award of any Federal contract, the making of any federal
            grant, the making of any Federal loan, the entering into of any
            cooperative agreement, or the extension, continuation, renewal,
            amendment, or modification of any Federal contract, grant, loan, or
            cooperative agreement. The Contractor agrees to complete and submit
            the "Certification Regarding Lobbying", Appendix B attached hereto
            and incorporated herein, if this Agreement exceeds $100,000.

                             SECTION 23 - SECTION 37
                                 October 1, 2004
                                       -7-

<PAGE>

      33.2  Disclosure Form to Report Lobbying

            If any funds other than Federally appropriated funds have been paid
            or will be paid to any person for the purpose of influencing or
            attempting to influence an officer or employee of any agency, a
            Member of Congress, an officer or employee of Congress, or an
            employee of a Member of Congress in connection with the award of any
            Federal contract, the making of any Federal grant, the making of any
            Federal loan, the entering into of any cooperative agreement, or the
            extension, continuation, renewal, amendment, or modification of any
            Federal contract, grant, loan, or cooperative agreement, and the
            Agreement exceeds $100,000, the Contractor shall complete and submit
            Standard Form-LLL "Disclosure Form to Report Lobbying," in
            accordance with its instructions.

      33.3  Requirements of Subcontractors

            The Contractor shall include the provisions of this section in its
            subcontracts, including its Provider Agreements. For all
            subcontracts, including Provider Agreements, that exceed $100,000,
            the Contractor shall require the subcontractor, including any
            Participating Provider to certify and disclose accordingly to the
            Contractor.

34.   NON-DISCRIMINATION

      34.1  Equal Access to Benefit Package

            Except as otherwise provided in applicable sections of this
            Agreement the Contractor shall provide the Benefit Package to all
            Enrollees in the same manner, in accordance with the same standards,
            and with the same priority as Enrollees of the Contractor under any
            other contracts.

      34.2  Non-Discrimination

            The Contractor shall not discriminate against Eligible Persons or
            Enrollees on the basis of age, sex, race, creed physical or mental
            handicap/developmental disability, national origin, sexual
            orientation, type of illness or condition, need for health services,
            or Capitation Rate that the Contractor will receive for such
            Eligible Persons or Enrollees.

      34.3  Equal Employment Opportunity

            Contractor must comply with Executive Order 11246, entitled "Equal
            Employment Opportunity", as amended by Executive Order 11375, and as
            supplemented in Department of Labor regulations.

                            SECTION 23 - SECTION 37
                                October 1, 2004
                                      -8-

<PAGE>

      34.4  Native Americans Access to Services From Tribal or Urban Indian
            Health Facility

            The Contractor shall not prohibit, restrict or discourage enrolled
            Native Americans from receiving care from or accessing Medicaid
            reimbursed health services from or through a tribal health or urban
            Indian health facility or center.

35.   COMPLIANCE WITH APPLICABLE LAWS

      35.1  Contractor and LDSS Compliance With Applicable Laws

            Notwithstanding any inconsistent provisions in this Agreement, the
            Contractor and LDSS shall comply with all applicable requirements of
            the State Public Health Law; the State Social Services Law; Title
            XIX of the Social Security Act; Title VI of the Civil Rights Act of
            1964 and 45 C.F.R. Part 80, as amended; Section 504 of the
            Rehabilitation Act of 1973 and 45 C.F.R. Part 84, as amended; Age
            Discrimination Act of 1975 and 45 C.F.R. Part 91, as amended; the
            Americans with Disabilities Act; Title XIII of the Federal Public
            Health Services Act, 42 U.S.C. Section 300e et seq., regulations
            promulgated there under; the Health Insurance Portability and
            Accountability Act of 1996 (P.L. 104-191) and related regulations;
            and all other applicable legal and regulatory requirements in effect
            at the time that this Agreement is signed and as adopted or amended
            during the term of this Agreement.

      35.2  Nullification of Illegal, Unenforceable, Ineffective or Void
            Contract Provisions

            Should any provision of this Agreement be declared or found to be
            illegal or unenforceable, ineffective or void, then each party shall
            be relieved of any obligation arising from such provision; the
            balance of this Agreement, if capable of performance, shall remain
            in full force and effect.

      35.3  Certificate of Authority Requirements

            The Contractor must satisfy conditions for issuance of a certificate
            of authority, including proof of financial solvency, as specified in
            10 NYCRR, Section 98.6.

      35.4  Notification of Changes in Certificate of Incorporation

            The Contractor shall notify LDSS of any amendment to its
            Certificate of Incorporation in the same manner as and
            simultaneously with the notice given to SDOH pursuant to 10 NYCRR
            Section 98.4(a).

      35.5  Contractor's Financial Solvency Requirements

            The Contractor, for the duration of this Agreement, shall remain in
            compliance with all applicable state requirements for financial
            solvency for MCOs participating in the Medicaid Program. The
            Contractor shall continue to be

                            SECTION 23 - SECTION 37
                                October 1, 2004
                                      -9-

<PAGE>

            financially responsible as defined in PHL Section 4403(1)(c) and
            shall comply with the contingent reserve fund and escrow deposit
            requirements of 10 NYCRR Sections 98.11(d) and 98.11(e),
            respectively, and must meet minimum net worth requirements
            established by SDOH and the State Insurance Department. The
            Contractor shall make provision, satisfactory to SDOH, for
            protections for SDOH, LDSS and the Enrollees in the event of HMO or
            subcontractor insolvency, including but not limited to, hold
            harmless and continuation of treatment provisions in all provider
            agreements which protect SDOH, LDSS and Enrollees from costs of
            treatment and assures continued access to care for Enrollees.

      35.6  Compliance With Care for Maternity Patients

            Contractor must comply with Section 803-n of the Public Health Law
            and Section 3216 (i) (10) (a) of the State Insurance Law related to
            hospital care for maternity patients.

      35.7  Informed Consent Procedures for Hysterectomy and Sterilization

            The Contractor is required and shall require Participating Providers
            to comply with the informed consent procedures for Hysterectomy and
            Sterilization specified in 42 CFR, Part 441, sub-part F, and 18
            NYCRR Section 505.13.

      35.8  Non-Liability of Enrollees for Contractor's Debts

            Contractor agrees that in no event shall the Enrollee become liable
            for the Contractor's debts as set forth in SSA Section 1932(b)(6).

      35.9  LDSS Compliance With Conflict of Interest Laws

            LDSS and its employees shall comply with General Municipal Law
            Article 18 and all other appropriate provisons of New York State
            law, local laws and ordinances and all resultant codes, rules and
            regulations pertaining to conflicts of interest.

      35.10 Compliance With PHL Regarding External Appeals

            Contractor must comply with Article 49 Title II of the Public Health
            Law regarding external appeal of adverse determinations.

36.   NEW YORK STATE STANDARD CONTRACT CLAUSES

      The parties agree to be bound by the standard clauses for all New York
      State contracts and standard clauses, if any, for local government
      contracts contained in Appendix A, attached to and incorporated as if set
      forth fully herein, and any amendment thereto.

                             SECTION 23 - SECTION 37
                                 October 1, 2004
                                      -10-

<PAGE>

37.   INSURANCE REQUIREMENTS

      MODEL CONTRACT Note: The LDSS may propose insurance requirements based on
      the contract practices of its County. Such requirements must be reasonable
      and consistent with the attainment of managed care program objectives.

      [X]   The LDSS has insurance requirements (attached) as Section 37 of this
            Agreement.

      [ ]   The LDSS does not have insurance requirements.

                             SECHON 23 - SECTION 37
                                October 1, 2004
                                      -11-

<PAGE>

SECTION 37 - LDSS SPECIFIC INSURANCE REQUIREMENTS

At all times during the term of this Agreement, the Contractor shall maintain,
at its own cost and expense, the following insurance and provide proof thereof
to the County, in the form of a Certificate of Insurance, prior to commencing
work under this Agreement:

(a) Statutory Worker's Compensation coverage in compliance with the Compensation
Law of the State of New York. In the event the statute does not require coverage
of Contractor, Contractor must complete NYS Workers' Compensation Board form
C-105.21 and provide the County with a properly executed copy thereof.

(b) General Liability Insurance coverage in the comprehensive or commercial
general liability form including blanket contractual coverage for the operation
of the program under this Agreement in the amount of $1,000,000. This insurance
shall include coverage for bodily injury and property damage and shall be on an
occurrence form with a waiver of subrogation. The County must be listed as
additional-named insured.

(c) Professional liability. The Contractor shall provide proof of such
insurance with limits of $1,000,000 per occurrence; $3,000,000 in the aggregate.

Prior to cancellation or material change in any policy, a thirty (30) day's
notice shall be given to the County Attorney at the address listed below:

Dutchess County Attorney
County Office Building
22 Market Street
Poughkeepsie, NY 12601

On receipt of such notice, the County shall have the option to cancel this
Agreement without further expense or liability to the County, or to require the
Contractor to replace the cancelled insurance policy, or rectify any material
change in the policy, so that the insurance coverage required by this paragraph
is maintained continuously throughout the term of this Agreement in form and
substance acceptable to the County. Failure of the Contractor to take out or to
maintain, or the taking out or the maintenance of any required insurance, shall
not relieve the Contractor from any liability under this Agreement nor shall the
insurance requirements be construed to conflict with or limit any obligations of
the Contractor concerning indemnification.

All losses of County property shall be adjusted with and made payable directly
to the County.

All Certificates of Insurance shall be approved by the County Director of Risk
Management prior to commencement of any work under this Agreement.

      All policies of insurance referred to above shall be underwritten by
companies authorized to do business in the State of New York and acceptable to
the County. In addition, every policy required above shall be primary insurance
and any insurance carried by the County, its officers, or its employees shall be
excess and not contributory insurance to that provided by the Contractor. The
additional insured endorsement for the Comprehensive General Liability insurance
required above shall not contain any exclusion for bodily injury or property
damage arising from completed operations. The Contractor shall be solely
responsible for any deductible losses under each of the policies required above.
Proof of additional insured coverage shall be evidenced through an additional
insured endorsement provided by the insurance carrier.

      In the event that claims in excess of these amounts are filed in
connection with this Agreement, the excess amount or any portion thereof may be
withheld from payment due or to become due the Agency until such time as the
Agency furnishes such additional security as is determined necessary by the
County.

                             SECTION 23 - SECTION 37
                                 October 1, 2004
                                      -12-

<PAGE>

This Agreement is effective October 1, 2004 and shall remain in effect until
September 30, 2005 or until the execution of an extension, renewal or successor
agreement as provided for in the Agreement.

IN WITNESS WHEREOF, the parties hereby execute this Agreement.

APPROVED AS TO CONTENT:                           ACCEPTED: COUNTY OF DUTCHESS
/s/ [ILLEGIBLE]                                   /s/ [ILLEGIBLE]
----------------------------------                ------------------------------
Commissioner                                      By: County Executive
Dutchess County Social Services

APPROVED AS TO FORM:                        ACCEPTED: WELLCARE OF NEW YORK, INC.

/s/ [ILLEGIBLE]                                   /s/ [ILLEGIBLE]
----------------------------------                ------------------------------
County Attorney
                                  SIGNATURE PAGE
                                  October 1, 2004

<PAGE>

                                   APPENDIX A

                            NEW YORK STANDARD CLAUSES
                           AND LOCAL STANDARD CLAUSES

                                   APPENDIX A
                                October 1, 2004

<PAGE>

STANDARD CLAUSES FOR NYS CONTRACTS                                    APPENDIX A

                       STANDARD CLAUSES FOR NYS CONTRACTS

      The parties to the attached contract, license, lease, amendment or other
agreement of any kind (hereinafter, "the contract" or "this contract") agree to
be bound by the following clauses which are hereby made a part of the contract
(the word "Contractor" herein refers to any party other than the State, whether
a contractor, licenser, licensee, lessor lessee or any other party):

1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the
State shall have no liability under this contract to the Contractor or to anyone
else beyond funds appropriated and available for this contract.

2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance
Law, this contract may not be assigned by the Contractor or its right, title or
interest therein assigned, transferred conveyed, sublet or otherwise disposed of
without the previous consent in writing, of the State and any attempts to assign
the contract without the State's written consent are null and void. The
Contractor may however, assign its right to receive payment without the State's
prior written consent unless this contract concerns Certificates of
Participation pursuant to Article 5-A of the State Finance Law.

3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance
Law (or, if this contract is with the State University or City University of New
York, Section 355 or Section 6218 of the Education Law), if this contract
exceeds $15,000 (or the minimum thresholds agreed to by the Office of the State
Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an
amendment for any amount to a contract which, as so amended, exceeds said
statutory amount, or if, by this contract, the State agrees to give something
other than money when the value or reasonably estimated value of such
consideration exceeds $10,000, it shall not be valid, effective or binding upon
the State until it has been approved by the State Comptroller and filed in his
office. Comptroller's approval of contracts let by the Office of General
Services is required when such contracts exceed $30,000 (State Finance Law
Section 163.6.a).

4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State
Finance Law, this contract shall be void and of no force and effect unless the
Contractor shall provide and maintain coverage during the life of this contract
for the benefit of such employees as are required to be covered by the
provisions of the Workers' Compensation Law.

5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the
Executive Law (also known as the Human Rights Law) and all other State and
Federal statutory and constitutional non-discrimination provisions, the
Contractor will not discriminate against any employee or applicant for
employment because of race creed, color, sex, national origin, sexual
orientation, age, disability genetic predisposition or carrier status, or
marital status. Furthermore in accordance with Section 220-e of the Labor Law,
if this is a contract for the construction, alteration or repair of any public
building or public work or for the manufacture, sale or distribution of
materials, equipment or supplies, and to the extent that this contract shall be
performed within the State of New York, Contractor agrees that neither it not
its subcontractors shall, by reason of race, creed, color, disability, sex, or
national origin: (a) discriminate in hiring against any New York State citizen
who is qualified and available to perform the work; or (b) discriminate against
or intimidate any employee hired for the performance of work under this
contract. If this is a building service contract as defined in Section 230 of
the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees
that neither it nor its subcontractors shall by reason of race, creed, color,
national origin, age, sex or disability: (a) discriminate in hiring against any
New York State citizen who is qualified and available to perform the work; or
(b) discriminate against or intimidate any employee hired for the performance of
work under this contract. Contractor is subject to fines of $50.00 per person
per day for any violation of Section 220-e or Section 239 as well as possible
termination of this contract and forfeiture of all moneys due hereunder for a
second or subsequent violation.

6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by
Article 8 of the Labor Law or a building service contract covered by Article 9
thereof, neither Contractor's employees nor the employees of its subcontractors
may be required or permitted to work more than the number of hours or days
stated in said statutes, except as otherwise provided in the Labor Law and as
set forth in prevailing wage and supplement schedules issued by the State Labor
Department. Furthermore, Contractor and its subcontractors must pay at least the
prevailing wage rate and pay or provide the prevailing supplements, including
the premium rates for overtime pay, as determined by the State Labor Department
in accordance with the Labor Law.

7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the
State Finance Law, if this contract was awarded based upon the submission of
bids, Contractor warrants, under penalty of perjury, that its bid was arrived at
independently and without collusion aimed at restricting competition. Contractor
further warrants that, at the time Contractor submitted its bid, an authorized
and responsible person executed and delivered to the State a non-collusive
bidding certification on Contractor's behalf.

8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the
Labor Law and Section 139-h of the State Finance Law, if this contract exceeds
$5,000, the Contractor agrees, as a material condition of the contract, that
neither the Contractor nor any substantially owned or affiliated person, firm,
partnership or corporation has participated, is participating, or shall
participate in an international boycott in violation of the federal Export
Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations
thereunder. If such Contractor, or any of the aforesaid affiliates of
Contractor, is convicted or is otherwise found to have violated said laws or
regulations upon the final determination of the United States Commerce
Department or any other appropriate agency of the United States subsequent to
the contract's execution, such contract, amendment or modification thereto shall
be rendered forfeit and void. The Contractor shall so notify the State
Comptroller within five (5) business days of such conviction, determination or
disposition of appeal (2NYCRR 105.4).

9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and
statutory rights of set-off. These rights shall include, but not be limited to,
the State's option to withhold for the purposes of set-off any moneys due to
the Contractor under this contract up to any amounts due and owing to the State
with regard to this contract, any other contract with any State department or
agency, including any contract for a term commencing prior to the term of this
contract, plus any amounts due and owing to the State for any other reason
including, without limitation, tax delinquencies, fee delinquencies or monetary
penalties relative thereto. The State shall exercise its set-off rights in
accordance with normal State practices including, in cases of set-off pursuant
to an audit, the finalization of such audit by the State agency, its
representatives, or the State Comptroller.

10. RECORDS. The Contractor shall establish and maintain complete and accurate
books, records, documents, accounts and other evidence directly pertinent to
performance under this contract (hereinafter, collectively, "the Records"). The
Records must be kept for the balance of the calendar year in which they were
made and for six (6) additional years thereafter. The State Comptroller, the
Attorney General and any other person or entity authorized to conduct an
examination, as well as the agency or agencies involved in this contract, shall
have access to the Records during normal business hours at an office of the
Contractor

Page 1                                                                 May, 2003

<PAGE>

STANDARD CLAUSES FOR NYS CONTRACTS                                    APPENDIX A


within the State of New York or, if no such office is available, at a mutually
agreeable and reasonable venue within the State, for the term specified above
for the purposes of inspection, auditing and copying. The State shall take
reasonable steps to protect from public disclosure any of the Records which are
exempt from disclosure under Section 87 of the Public Officers Law (the
"Statute") provided that: (i) the Contractor shall timely inform an appropriate
State official, in writing, that said records should not be disclosed; and (ii)
said records shall be sufficiently identified; and (iii) designation of said
records as exempt under the Statute is reasonable. Nothing contained herein
shall diminish, or in any way adversely affect, the State's right to discovery
in any pending or future litigation.

11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION, (a) FEDERAL EMPLOYER
IDENTIFICATION NUMBER and/or FEDERAL SOCIAL SECURITY NUMBER. All invoices or New
York State standard vouchers submitted for payment for the sale of goods or
services or the lease of real or personal property to a New York State agency
must include the payee's identification number, i.e., the seller's or lessor's
identification number. The number is either the payee's Federal employer
identification number or Federal social security number, or both such numbers
when the payee has both such numbers. Failure to include this number or numbers
may delay payment. Where the payee does not have such number or numbers, the
payee, on its invoice or New York State standard voucher, must give the reason
or reasons why the payee does not have such number or numbers.

(b) PRIVACY NOTIFICATION. (1) The authority to request the above personal
information from a seller of goods or services or a lessor of real or personal
property, and the authority to maintain such information, is found in Section 5
of the State Tax Law. Disclosure of this information by the seller or lessor to
the State is mandatory. The principal purpose for which the information is
collected is to enable the State to identify individuals, businesses and others
who have been delinquent in filing tax returns or may have understated their tax
liabilities and to generally identify persons affected by the taxes administered
by the Commissioner of Taxation and Finance. The information will be used for
tax administration purposes and for any other purpose authorized by law.

(2) The personal information is requested by the purchasing unit of the agency
contracting to purchase the goods or services or lease the real or personal
property covered by this contract or lease. The information is maintained in New
York State's Central Accounting System by the Director of Accounting Operations,
Office of the State Comptroller, AESOB, Albany, New York 12236.

12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with
Section 312 of the Executive Law, if this contract is: (i) a written agreement
or purchase order instrument, providing for a total expenditure in excess of
$25,000.00, whereby a contracting agency is committed to expend or does expend
funds in return for labor, services, supplies, equipment, materials or any
combination of the foregoing, to be performed for, or rendered or furnished to
the contracting agency; or (ii) a written agreement in excess of $100,000.00
whereby a contracting agency is committed to expend or does expend funds for the
acquisition, construction, demolition, replacement, major repair or renovation
of real property and improvements thereon; or (iii) a written agreement in
excess of $100,000.00 whereby the owner of a State assisted housing project is
committed to expend or does expend funds for the acquisition, construction,
demolition, replacement, major repair or renovation of real property and
improvements thereon for such project, then:

(a) The Contractor will not discriminate against employees or applicants for
employment because of race, creed, color, national origin, sex, age, disability
or marital status, and will undertake or continue existing programs of
affirmative action to ensure that minority group members and women are afforded
equal employment opportunities without discrimination. Affirmative action shall
mean recruitment, employment, job assignment, promotion, upgradings, demotion,
transfer, layoff, or termination and rates of pay or other forms of
compensation;

b) at the request of the contracting agency, the Contractor shall request each
employment agency, labor union, or authorized representative of workers with
which it has a collective bargaining or other agreement or understanding, to
furnish a written statement that such employment agency, labor union or
representative will not discriminate on the basis of race, creed, color,
national origin, sex, age, disability or marital status and that such union or
representative will affirmatively cooperate in the implementation of the
contractor's obligations herein; and

c) the Contractor shall state, in all solicitations or advertisements for
employees, that, in the performance of the State contract, all qualified
applicants will be afforded equal employment opportunities without
discrimination because of race, creed, color, national origin, sex, age,
disability or marital status.

Contractor will include the provisions of "a", "b", and "c" above, in every
subcontract over $25,000.00 for the construction, demolition, replacement, major
repair, renovation, planning or design of real property and improvements thereon
(the "Work") except where the Work is for the beneficial use of the Contractor.
Section 312 does not apply to: (i) work, goods or services unrelated to this
contract; or (ii) employment outside New York State; or (iii) banking services,
insurance policies or the sale of securities. The State shall consider
compliance by a contractor or subcontractor with the requirements of any federal
law concerning equal employment opportunity which effectuates the purpose of
this section. The contracting agency shall determine whether the imposition of
the requirements of the provisions thereof duplicate or conflict with any such
federal law and if such duplication or conflict exists, the contracting agency
shall waive the applicability of Section 312 to the extent of such duplication
or conflict. Contractor will comply with all duly promulgated and lawful rules
and regulations of the Governor's Office of Minority and Women's Business
Development pertaining hereto.

13. CONFLICTING TERMS. In the event of a conflict between the terms of the
contract (including any and all attachments thereto and amendments thereof) and
the terms of this Appendix A, the terms of this Appendix A shall control.

14. GOVERNING LAW. This contract shall be governed by the laws of the State of
New York except where the Federal supremacy clause requires otherwise.

15. LATE PAYMENT. Timeliness of payment and any interest to be paid to
Contractor for late payment shall be governed by Article 11-A of the State
Finance Law to the extent required by law.

16. NO ARBITRATION. Disputes involving this contract, including the breach or
alleged breach thereof, may not be submitted to binding arbitration (except
where statutorily authorized), but must, instead, be heard in a court of
competent jurisdiction of the State of New York.

17. SERVICE OF PROCESS. In addition to the methods of service allowed by the
State Civil Practice Law & Rules ("CPLR"), Contractor hereby consents to service
of process upon it by registered or certified mail, return receipt requested.
Service hereunder shall be complete upon Contractor's actual receipt of process
or upon the State's receipt of the return thereof by the United States Postal
Service as refused or undeliverable. Contractor must promptly notify the State,
in writing, of each and every change of address to which service of process can
be made. Service by the State to the last known address shall be sufficient.
Contractor will have thirty (30) calendar days after service hereunder is
complete in which to respond.

Page 2                                                                 May, 2003

<PAGE>

STANDARD CLAUSES FOR NYS CONTRACTS                                    APPENDIX A

18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and
warrants that all wood products to be used under this contract award will be in
accordance with, but not limited to, the specifications and provisions of State
Finance Law Section 165. (Use of Tropical Hardwoods) which prohibits purchase
and use of tropical hardwoods, unless specifically exempted, by the State or any
governmental agency or political subdivision or public benefit corporation.
Qualification for an exemption under this law will be the responsibility of the
contractor to establish to meet with the approval of the State.

In addition, when any portion of this contract involving the use of woods,
whether supply or installation, is to be performed by any subcontractor, the
prime Contractor will indicate and certify in the submitted bid proposal that
the subcontractor has been informed and is in compliance with specifications and
provisions regarding use of tropical hardwoods as detailed in Section 165 State
Finance Law. Any such use must meet with the approval of the State; otherwise,
the bid may not be considered responsive. Under bidder certifications, proof of
qualification for exemption will be the responsibility of the Contractor to meet
with the approval of the State.

19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair
Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby
stipulates that the Contractor either (a) has no business operations in Northern
Ireland, or (b) shall take lawful steps in good faith to conduct any business
operations in Northern Ireland in accordance with the MacBride Fair Employment
Principles (as described in Section 165 of the New York State Finance Law), and
shall permit independent monitoring of compliance with such principles.

20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to
maximize opportunities for the participation of New York State business
enterprises, including minority and women-owned business enterprises as bidders,
subcontractors and suppliers on its procurement contracts.

Information on the availability of New York State subcontractors and suppliers
is available from:

      NYS Department of Economic Development
      Division for Small Business
      30 South Pearl St - 7th Floor
      Albany, New York 12245
      Telephone: 518-292-5220

A directory of certified minority and women-owned business enterprises is
available from:

      NYS Department of Economic Development
      Division of Minority and Women's Business Development
      30 South Pearl St - 2nd Floor
      Albany, New York 12245
      http://www.empire.state.ny.us

The Omnibus Procurement Act of 1992 requires that by signing this bid proposal
or contract, as applicable, Contractors certify that whenever the total bid
amount is greater than $1 million:

(a) The Contractor has made reasonable efforts to encourage the participation of
New York State Business Enterprises as suppliers and subcontractors, including
certified minority and women-owned business enterprises, on this project, and
has retained the documentation of these efforts to be provided upon request to
the State;

(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972
(P.L. 92-261), as amended;

(c) The Contractor agrees to make reasonable efforts to provide notification to
New York State residents of employment opportunities on this project through
listing any such positions with the Job Service Division of the New York State
Department of Labor, or providing such notification in such manner as is
consistent with existing collective bargaining contracts or agreements. The
Contractor agrees to document these efforts and to provide said documentation to
the State upon request; and

(d) The Contractor acknowledges notice that the State may seek to obtain offset
credits from foreign countries as a result of this contract and agrees to
cooperate with the State in these efforts.

21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if
their principal place of business is located in a country, nation, province,
state or political subdivision that penalizes New York State vendors, and if the
goods or services they offer will be substantially produced or performed outside
New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter
684 and Chapter 383, respectively) require that they be denied contracts which
they would otherwise obtain. NOTE: As of May 15, 2002, the list of
discriminatory jurisdictions subject to this provision includes the states of
South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact
NYS Department of Economic Development for a current list of jurisdictions
subject to this provision.

22. PURCHASES OF APPAREL. In accordance with State Finance Law 162 (4-a), the
State shall not purchase any apparel from any vendor unable or unwilling to
certify that: (i) such apparel was manufactured in compliance with all
applicable labor and occupational safety laws, including, but not limited to,
child labor laws, wage and hours laws and workplace safety laws, and (ii) vendor
will supply, with its bid (or, if not a bid situation, prior to or at the time
of signing a contract with the State), if known, the names and addresses of each
subcontractor and a list of all manufacturing plants to be utilized by the
bidder.

Page 3                                                                 May, 2003

<PAGE>

                                     RIDER

      1.    The Dutchess County fiscal year begins on January 1st and ends on
December 31st of any given year. Notwithstanding anything to the contrary
contained herein, it is understood and agreed that this Agreement shall be
deemed executory only to the extent of the monies available to the Department
for the performance of the terms hereof and that, in the event that the Dutchess
County Legislature fails to appropriate the necessary funds to affect payment in
any calendar year beyond 2004, this Agreement shall automatically cease and
terminate on the last day of the year in which funds have been appropriated for
said Agreement and no liability on account thereof shall be incurred by the
Department beyond the funds available for the performance of the terms of this
Agreement. It is further understood and agreed that neither this Agreement nor
any representation by any public employee or officer creates any legal or moral
obligation to request, appropriate or make available monies for the purpose of
this Agreement.

      2.    This rider annexed to the Agreement forms a part thereof. In the
event that any term, provision, clause or covenant of the rider contradicts or
creates an ambiguity with any term, provision, clause or covenant of the
Agreement, the terms, provisions, clauses and covenants of this rider shall
govern. All other terms, provisions, clauses and covenants contained in this
Agreement, not expressly altered by the provisions of this rider, shall remain
in full force and effect.

      3.    Any disagreement arising out of this Agreement, or any rider
thereto, shall be construed pursuant to the laws of the State of New York. The
parties hereby agree to have any dispute arising, directly or indirectly, out of
this contract, determined by the Supreme Court of the State of New York venued
in Dutchess County, New York.

                                   APPENDIX A
                                October 1, 2004
<PAGE>

                                   APPENDIX B

                        CERTIFICATION REGARDING LOBBYING

                                   APPEND1X B
                                October 1, 2004
                                       B-1

<PAGE>

                                   APPENDIX B
                        CERTIFICATION REGARDING LOBBYING

The undersigned certifies, to the best of his or her knowledge, that:

      1.    No Federal appropriated funds have been paid or will be paid to any
            person by or on behalf of the Contractor for the purpose of
            influencing or attempting to influence an officer or employee of any
            agency, a Member of Congress, an officer or employee of a Member of
            Congress in connection with the award of any Federal loan, the
            entering into of any cooperative agreement, or the extension,
            continuation, renewal, amendment, or modification of any Federal
            contract, grant, loan, or cooperative agreement.

      2.    If any funds other than Federal appropriated funds have been paid or
            will be paid to any person for the purpose of influencing or
            attempting to influence an officer or employee of any agency, a
            Member of Congress in connection with the award of any Federal
            contract, the making of any Federal grant, the making of any Federal
            loan, the entering into of any cooperative agreement, or the
            extension, continuation, renewal, amendment, or modification of any
            Federal contract, grant, loan, or cooperative agreement, and the
            Agreement exceeds $100,000, the Contractor shall complete and submit
            Standard Form - LLL "Disclosure Form to Report Lobbying", in
            accordance with its instructions.

      3.    The Contractor shall include the provisions of this section in all
            provider Agreements under this Agreement and require all
            Participating providers whose Provider Agreements exceed $100,000 to
            certify and disclose accordingly to the Contractor.

      This certification is a material representation of fact upon which
reliance was place when this transaction was made or entered into. Submission of
this certification is a prerequisite for making or entering into this
transaction pursuant to US.C. Section 1352. The failure to file the required
certification shall subject the violator to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.

DATE: 9/24/04
      -------

SIGNATURE: [ILLEGIBLE]
           -------------

TITLE: President and CEO
       -----------------

ORGANIZATION: well care of New York, Inc.
              --------------------------

                                   APPENDIX B
                                October 1, 2004
                                       B-2

<PAGE>

                                   Appendix C

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

                                   APPENDIX C
                                October 1, 2004
                                      C-1

<PAGE>

                                      C. 1

                         GUIDELINES FOR THE PROVISION OF
                FAMILY PLANNING AND REPRODUCTIVE HEALTH SERVICES

Enrollees may obtain family planning and or reproductive health services and HIV
blood testing and pre-and post-test counseling when performed as part of a
family planning encounter from either the Contractor or from any appropriate
MMIS-enrolled health care provider of the Enrollee's choice. Pharmacy
prescriptions, Medical Supplies, and over the counter drugs are to be billed
fee-for-service by all providers.

Family planning services means the offering, arranging and furnishing of those
health services which enable individuals, including minors who may be sexually
active, to prevent or reduce the incidence of unwanted pregnancies.

Family planning and reproductive health services include: the following
medically-necessary services, related drugs and supplies which are furnished or
administered under the supervision of a physician or certified nurse
practitioner during the course of a family planning visit for the purpose of:

-     contraception, including insertion/removal of an intrauterine device
      (IUD), insertion/removal of Norplant, and injection procedures involving
      Pharmaceuticals such as Depo-Provera;

-     sterilization;

-     screening, related diagnosis, and referral to participating provider for
      pregnancy;

-     medically-necessary induced abortions and for New York City recipients,
      elective induced abortions.

Such services include those education and counseling services to render the
services effective. Medically-necessary induced abortions are procedures, either
medical or surgical, which result in the termination of pregnancy. The
determination of medical necessity shall include positive evidence of pregnancy,
with an estimate of its duration.

When clinically indicated, the following services may be provided as a part of a
family planning and reproductive health visit:

-     screening, related diagnosis, ambulatory treatment and referral as needed
      for dysmenorrhea, cervical cancer, or other pelvic abnormality/pathology.

-     screening, related diagnosis and referral for anemia, cervical cancer,
      glycosuria, proteinuria, hypertension and breast disease.

-     screening and treatment for sexually transmissble disease.

                                    APPENDX C
                                 October 1, 2004
                                       C-2

<PAGE>

Providers of family planning and reproductive health care shall comply with all
of the requirements set forth in Sections 17 and 18 of the New York State Public
Health Law, and 10 NYCRR Section 751.9 and Part 753 relating to informed consent
and confidentiality.

The above family planning and reproductive health services are the only services
which are covered under the free access policy. Routine obstetric and/or
gynecologic care, including hysterectomies, pre-natal, delivery and post-partum
care are not covered under the free access policy, and are the responsibility of
the Contractor if they are covered contract services.

                                   APPENDIX C
                                  October 1, 2004
                                       C-3

<PAGE>

                                      C.2

    GUIDELINES FOR PLANS THAT INCLUDE FAMILY PLANNING AND REPRODUCTIVE HEALTH
                        SERVICES IN THEIR BENEFIT PACKAGE

If the Contractor includes family planning and reproductive health services in
its benefit package, the Contractor must notify all Enrollees of reproductive
age (including minors who may be sexually active) at the time of enrollment
about their right to obtain family planning and reproductive health services and
supplies from any network or non-network provider without referral or approval.
The notification must contain the following:

1)    notification of the Medicaid Enrollee's right to obtain the full range of
      family planning and reproductive health services (including HIV counseling
      and testing when performed as part of a family planning encounter) from
      either a Contractor's participating provider or any qualified non-network
      provider who accepts Medicaid who undertakes to provide such services to
      them, without referral, approval of notification;

2)    a current list of qualified network family planning providers, within the
      geographic area, including addresses and telephone numbers, who provide
      the full range of family planning and reproductive health services.
      Contractor may also choose to provide a list of qualified non-network
      Medicaid providers who provide the full range of family planning and
      reproductive health services;

3)    information that the cost of the Enrollee's care will be fully covered by
      Medicaid, when services are obtained in accordance with #1 above,
      regardless of where the Enrollee obtains services.

The Contractor must notify its participating providers that all claims for
family planning services must be billed to the Contractor and not the Medicaid
fee-for-service program.

                                   APPENDIX C
                                October 1, 2004
                                       C-4

<PAGE>

                                       C.3

           GUIDELINES FOR POLICY AND PROCEDURES FOR PLANS THAT DO NOT
              INCLUDE FAMILY PLANNING SERVICES IN THEIR CAPITATION

      Any Contractor who does not include family planning services in its
Benefit Package must notify all Enrollees and prospective Enrollees that these
services are not covered through the plan and submit a statement of the policy
and procedure they will use to inform Enrollees, prospective Enrollees, and
network providers using the following guidelines. The statement must be sent to
Director, Office of Managed Care, NYS Department of Health, Corning Tower, Room
2001, Albany, NY 12237 before signing the contract.

The policy and procedure statement regarding family planning services must
contain the following:

1)    A statement that the Contractor will inform prospective Enrollees, new
      Enrollees and current Enrollees that:

      a.    Certain family planning and reproductive health services (such as
            abortion, sterilization and birth control) are not covered by the
            Contractor.

      b.    Such services may be obtained through fee-for-service Medicaid from
            any provider who accepts Medicaid.

      c.    No referral is needed for such services, and that there will be no
            cost to the Enrollee for such services.

2)    A statement that this information will be provided in the following
      manner:

      a.    Through the Contractor's written marketing materials, including the
            member handbook.

      b.    Orally at the time of enrollment and any time an inquiry is made
            regarding family planning and reproductive health services.

      c.    Included on any web site of the Contractor which includes
            information concerning its Medicaid managed care program. Such
            information shall be prominently displayed and easily navigated.

3)    The procedure for informing the Contractor's primary care providers,
      obstetricians, and gynecologists that the Contractor has elected not to
      cover certain reproductive and family planning services, but that such
      Participating Providers may provide, make referrals, or arrange for these
      services in accordance with MA fee-for-service billing policies.

                                   APPENDIX C
                                October 1, 2004
                                       C-5

<PAGE>

4)    Mechanisms to inform the Contractor's providers who also participate in
      the fee-for-service Medicaid program that, if they render non-covered
      reproductive health and family planning services, they do so as a
      fee-for-service Medicaid practitioner, independent of the Contractor.

5)    The member handbook and marketing materials indicating that the Contractor
      has elected not to cover certain reproductive health and family planning
      services, and explaining the right of all Enrollees to secure such
      services through fee-for-service Medicaid from any Medicaid provider/
      clinic which offers these services.

6)    With the advent of mandatory enrollment and auto-assignment, mechanisms to
      provide all new Enrollees with an SDOH approved letter explaining how to
      access family planning services and the SDOH approved or LDSS approved
      list of family planning providers. This material will be furnished by SDOH
      or LDSS to the plan and mailed with the first new member communication,
      prior to the enrollment effective date.

7)    If an Enrollee or prospective Enrollee requests information about these
      non-covered services, the Contractor's marketing or enrollment staff or
      member services department will advise the Enrollee or prospective
      Enrollee as follows:

      a.    Family planning and reproductive health services such as abortion,
            sterilization and birth control are not covered through the plan.

      b.    Enrollees can receive these non-covered services using their
            Medicaid card from any doctor or clinic that provides these services
            and accepts Medicaid.

      c.    The Contractor will mail to each Enrollee or prospective Enrollee
            who calls, a copy of the SDOH or LDSS approved letter explaining the
            Enrollee's right to receive these non-covered services and an SDOH
            approved or LDSS approved list of family planning providers, who
            participate in Medicaid in the Enrollee's community. The Contractor
            will mail these materials within 48 hours of the contact.

      d.    Enrollees can call the Contractors member services number or the New
            York State Growing-Up-Healthy Hotline ( 1-800 522-5006) to request a
            copy of the list of Family Planning Providers and for further
            information about how to obtain these non-covered services.

8)    The procedure for maintaining a manual log of all requests for such
      information, including the date of the call, the Enrollees ID number, and
      the date the SDOH approved letter and SDOH or LDSS approved list were
      mailed. The Contractor will review this log monthly and upon request,
      submit a copy to SDOH or the LDSS.

9)    Mechanisms to inform participating providers that, if requested by the
      Enrollee, or, if in the provider's best professional judgement, certain
      reproductive health and family

                                   APPENDIX C
                                October 1, 2004
                                       C-6

<PAGE>

      planning services not offered through the Contractor are medically
      indicated in accordance with generally accepted standards of professional
      practice, an appropriately trained professional should so advise the
      Enrollee and either: (1) offer those services on a fee-for-service basis;
      or (2) provide the Enrollee with a copy of the SDOH approved or LDSS
      approved list of Medicaid family planning providers, or (3) give the
      Enrollee the member services number to call to obtain this listing.

10)   The Contractor must recognize that the exchange of medical information,
      when indicated in accordance with generally accepted standards of
      professional practice, is necessary for the overall coordination of
      Enrollees' care and will assist primary care providers in providing the
      highest quality care to the Contractor's Enrollees. The Contractor must
      acknowledge that medical record information maintained by network
      providers may include information relating to family planning services
      provided under the fee-for-service Medicaid program.

11)   Quality assurance initiatives to ensure compliance with this policy. These
      should include the following procedures:

      a.    The Contractor will submit any materials to be furnished to
            Enrollees and providers relating to access to non-covered
            reproductive health and family planning services to SDOH, Office of
            Managed Care for its review and approval before issuance. Such
            materials include, but are not limited to, member handbooks,
            provider manuals, and marketing materials.

      b.    Monitoring calls to member services and providers will be conducted
            to assess the quality of the information provided. These calls will
            be performed weekly by the manager/director or his or her designee.

      c.    Every month, the plan will prepare a list of Enrollees who have
            been sent a copy of the SDOH approved letter and the SDOH approved
            or LDSS approved list of family planning providers. This information
            will be submitted to the Chief Operating Officer and President/CEO
            on a monthly basis.

      d.    The Contractor will provide all new employees with a copy of this
            policy. The Contractor's orientation program will include a thorough
            discussion of all aspects of this policy and procedure. Annual
            retraining programs for all employees will also be conducted to
            ensure continuing compliance with this policy.

                                   APPENDIX C
                                October 1, 2004
                                       C-7

<PAGE>

                                   APPENDIX D

                      NEW YORK STATE DEPARTMENT OF HEALTH
                              MARKETING GUIDELINES

                                   APPENDIX D
                                October 1, 2004
                                       D-1

<PAGE>

                              MARKETING GUIDELINES
                                  INTRODUCTION

The purpose of these guidelines is to provide an operational framework for
localities and Medicaid managed care organizations (MCOs) in the development of
MCO marketing plans, materials, and activities and to describe SDOH's marketing
rules, MCO marketing requirements, and prohibited practices.

The guidelines are consistent with those issued to all states by the Health Care
Financing Administration (HCFA), U.S. Department of Health and Human Services
(DHHS) in August 1994. These guidelines are consistent with the requirements of
New York State.

                                   APPENDIX D
                                October 1, 2004
                                       D-2

<PAGE>

A. MARKETING PLANS

1.    The MCO shall develop a marketing plan that meets SDOH guidelines and any
      local requirements as approved by the State Department of Health (SDOH).

2.    The LDSS is responsible for the review and approval of MCO marketing
      plans, using a SDOH approved checklist.

3.    Approved marketing plans set forth the allowable terms and conditions and
      the proposed activities that the MCO intends to undertake during the
      contract period. Locally determined variations, as specified in Section E
      of this Appendix, must be described in the MCO's specific marketing plan
      for each LDSS the MCO contracts with.

4.    The MCO must have on file with the SDOH and each LDSS with which it will
      contract, an approved marketing plan, prior to the contract award date or
      before marketing and enrollment begin, whichever is sooner. Subsequent
      changes to the plan must be submitted to the LDSS or SDOH for approval at
      least sixty (60) days before implementation.

5.    The plan shall include: a stated marketing goal and strategies; marketing
      activities; and staff training, development and responsibilities. The
      following must be included in the plan's description of materials to be
      used: distribution methods; primary marketing locations, and a listing of
      the kinds of community service events the MCO anticipates sponsoring
      and/or participating in, during which it will provide information and/or
      distribute marketing materials.

6.    The MCO must describe how it is able to meet the informational needs,
      related to marketing, for the physical and cultural diversity of its
      potential membership. This may include, but not be limited to, a
      description of the MCO's other-than English language provisions,
      interpreter services, alternate communication mechanisms, including sign
      language, Braille, audio tapes, and/or use of Telecommunications Device
      for the Deaf (TDD)/TTY services.

7.    The MCO shall describe measures for monitoring and enforcing compliance
      with the guidelines by its marketing representatives and its providers
      including: the prohibition of door-to-door solicitation and cold-call
      telephoning; a description of the development of pre-enrollee mailing
      lists, that maintains client confidentiality and that honors the client's
      express request for direct contact by the MCO; the selection and
      distribution of pre-enrollment gifts and incentives to consumers; and a
      description of the training, compensation and supervision of its marketing
      representatives.

                                   APPENDIX D
                                October 1, 2004
                                       D-3

<PAGE>

B. MARKETING MATERIALS

1.    Definitions

      a)    Marketing materials generally include the concepts of advertising,
            public service announcements, printed publications, and other
            broadcast or electronic messages designed to increase awareness and
            interest in Medicaid managed care and/or a MCO's Medicaid managed
            care product. The target audience for these marketing materials is
            Medicaid-eligible persons who are not enrolled in a Medicaid managed
            care plan, and who are living in a defined service area.

      b)    Marketing materials include any information that references the
            Medicaid managed care program, is intended for general distribution,
            and is produced in a variety of print, broadcast, and direct
            marketing mediums. These generally include: radio, television,
            billboards, newspapers, leaflets, informational brochures, videos,
            telephone book yellow page ads, letters, and posters. Additional
            materials requiring marketing approval include a listing of items to
            be provided as nominal gifts or incertives.

2.    Marketing Material Requirements

      a)    Marketing materials must be written in prose that is understood at a
            fourth-to sixth-grade reading level and must be printed in at least
            ten (10) point type.

      b)    The Contractor must make available written marketing and other
            informational materials (e.g., member handbooks) in a language other
            than English whenever at least five percent (5%) of the potential
            Enrollees of the Contractor in any county of the service area speak
            that particular language and do not speak English as a first
            language. SDOH will inform the LDSS and LDSS will inform the
            Contractor when the 5% threshold has been reached. Marketing
            materials to be translated include those key materials, such as
            informational brochures, that are produced for routine distribution,
            and which are included within the MCO's marketing plan. SDOH will
            determine the need for other than English translations based on
            county specific census data or other available measures.

      c)    Alternate forms of communications must be provided for persons with
            visual, hearing, speech, physical, or developmental disabilities.
            These alternate forms include Braille or audiotapes for the visually
            impaired, TTY access for those with certified speech or hearing
            disabilities, and use of American Sign Language and/or integrative
            technologies.

      d)    The plan name, mailing address and location, if different), and toll
            free phone number must be prominently displayed on the cover of all
            multi-paged marketing materials.

                                   APPENDIX D
                                October 1, 2004
                                      D-4

<PAGE>

      e)    Marketing materials must not contain false, misleading, or ambiguous
            information--such as "You have been pre-approved for the XYZ Health
            Plan," or "If you do not choose a plan you will lose your Medicaid
            coverage," or "You get free, unlimited visits." Materials must not
            use broad, sweeping statements-- for example, "If you are eligible
            for Medicaid, you are eligible for Medicaid Managed Care and/or the
            XYZ Health Plan."

      f)    The material must accurately reflect general information, which is
            applicable to the average consumer of Medicaid managed care.

      g)    The Contractor may not use logos or wording used by government
            agencies if such use could imply or cause confusion about a
            connection between a governmental agency and the Contractor.

      h)    Marketing materials may not make reference to incentives that may be
            available to Enrollees after they join a plan, such as "If you join
            the XYZ Plan, you will receive a free baby carriage after you
            complete eight prenatal visits."

      i)    Marketing materials that are prepared for distribution or
            presentation by the LDSS or enrollment broker must be provided in a
            manner that is easily understood and appropriate to the target
            audience. The material covered must include sufficient information
            to assist the individal in making an informed choice of MCO.

      j)    The MCO shall advise potential Enrollees, in written materials
            related to enrollment, to verify with the medical services providers
            they prefer, or have an existing relationship with, that such
            medical services providers participate in the selected managed care
            provider's network and are available to serve the participant.

3. Prior Approvals

      a)    The SDOH will review and approve MCO, marketing videos, materials
            for broadcast (radio, television, or electronic), billboards, mass
            transit (bus, subway or other livery) and statewide/regional print
            advertising materials. These materials must be submitted to the SDOH
            for review. A copy must be simultaneously provided to the LDSS.

      b)    The LDSS will review and approve the following marketing material:
            i)    MCO marketing plans;

            ii)   Scripts or outlines of presentations and materials used at
                  health fairs and other LDSS approved events and locations;

            iii)  All pre-enrollment written marketing materials - written
                  marketing materials include brochures and leaflets, and
                  presentation materials used by marketing representatives;

                                   APPENDIX D
                                October 1, 2004
                                       D-5

<PAGE>

            iv)   County specific MCO informational brochures to be included in
                  LDSS enrollment packets; and

            v)    All direct mailing from MCOs targeted to the Medicaid market.

      c)    Both SDOH and LDSS will adhere to a sixty (60) day "file and use"
            policy, whereby materials submitted by the MCO must be reviewed and
            commented on within sixty (60) days of submission or the MCO may
            assume the materials have been approved if the reviewer has not
            submitted any written comment.

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

4. Dissemination of LDSS Outreach Materials

      The Contractor shall provide to the LDSS and/or Enrollment Broker upon
      request, a marketing/informational brochure or alternative informational
      document that describes coverage in the county specific service area.

      The Contractor shall, upon request, submit to the LDSS or Enrollment
      Broker, a current provider directory, together with infornation that
      describes how to determine whether a provider is presently available.

                                   APPENDIX D
                                October 1, 2004
                                      D-6

<PAGE>

C. MARKETING ACTIVITIES

1.    Definitions

      a)    Marketing activities are occasions during which marketing
            information and material regarding Medicaid managed care and
            information about a particular MCO's affiliated products are
            presented. Typically, such information is presented both in verbal
            exchanges and through the distribution of written materials,
            together with the giving away of nominal gifts. The informal nature
            of the marketing activity requires MCOs to be forthright in their
            presentations to allow potential Enrollees the exercise of informed
            choice, and localities must provide the best assurances that
            marketing practices are consistent with established guidelines. Any
            exchange of verbal marketing information must include the following:

            i)    if the plan is not capitated for family planning services, the
                  representative must tell potential Enrollees that:

                  a)    certain family planning and reproductive health services
                        (such as abortion, sterilization and birth control) are
                        not covered by the Contractor;

                  b)    whenever needed, such services may be obtained through
                        fee-for-service Medicaid from any provider who accepts
                        Medicaid;

                  c)    no referral is needed for such services;

                  d)    there will be no cost to the enrollee for such services.

      b)    With prior local approval MCO's may engage in marketing activities
            that include community-sponsored social gatherings, provider-hosted
            informational sessions, or MCO-sponsored events. Events may include
            such activities as health fairs workshops on health promotion,
            holiday parties, after school programs, raffles, etc. These events
            must not be restricted to Medicaid Recipients only.

      c)    Media campaigns are the distribution of information/materials
            regarding the Medicaid managed care program and/or a specific MCO
            for the purpose of encouraging Medicaid recipients to join a managed
            care plan. All mediums--including television, radio, billboards,
            subway and bus posters, and electronic messages--must be
            pre-approved by the SDOH at least thirty (30) days prior to the
            campaign. A copy must be simultaneously submitted to the SDOH and
            the LDSS.

2. Marketing Sites

      a)    With prior LDSS approval, MCOs may distribute approved marketing
            material in such places as, an income support maintenance center,
            community centers (if the center agrees and allows all MCOs to use
            the center), markets, pharmacies, hospitals and other provider
            sites, schools, health fairs, a resource center established by the
            LDSS or the enrollment counseling contractor, and other areas where
            potential Enrollees are likely to gather.

                                   APPENDIX D
                                October 1, 2004
                                      D-7

<PAGE>

      b)    MCOs are PROHIBITED from door-to-door solicitation of potential
            Enrollees, or distribution of material, and may not engage in "cold
            calling" inquiries or solicitation.

      c)    MCOs are PROHIBITED from direct marketing or distribution of
            material in hospital emergency rooms including emergency room
            waiting areas. Marketing may not take place in patient rooms or
            treatment areas (except for waiting areas) or other prohibited sites
            unless requested by the individual. LDSS may not allow MCO to market
            in individual homes without permission of the individual.

      d)    MCOs may not require its Participating Providers to distribute
            plan-prepared communications to their patients.

      e)    Participating Providers may display the marketing materials of their
            contracting MCOs provided that appropriate notice is conspicuously
            posted for all other MCOs with whom the Provider has a contract.

      f)    Participating Providers are encouraged to communicate with their
            patients about managed care options and to advise their patients in
            determining the MCO that best meets the health needs of the patient
            and his/her family. Such advice, whether presented verbally or in
            writing, must be individually based and not merely a promotion of
            one plan over another. Providers who wish to let their patients know
            of their affiliation with one or more MCOs must list each MCO with
            whom they hold contracts. In the event marketing material is
            included with such communication, the material, together with the
            intended communication, must be pre-approved by the LDSS before
            distribution.

      g)    In the event a provider is no longer affiliated with a particular
            MCO but remains affiliated with other participant MCOs, the provider
            may notify his/her/its patients of the new status and the impact of
            such change on the patient.

3     Restricted Marketing Activities

      a)    MCOs are PROHIBITED from misrepresenting the Medicaid program, the
            Medicaid managed care program or the program or policy requirements
            of the LDSS or the SDOH.

      b)    MCOs are PROHIBITED from purchasing or otherwise acquiring or using
            mailing lists of Medicaid recipients from third party vendors,
            including providers and LDSS offices.

      c)    MCOs are PROHIBITED from using raffle tickets and event attendance
            or sign-in sheets to develop mailing lists of potential Enrollees.

                                   APPENDIX D
                                October 1, 2004
                                      D-8

<PAGE>

      d)    MCOs may not discriminate against a potential Enrollee based on
            his/her current health status or anticipated need for future health
            care. The MCO may not discriminate on the basis of disability or
            perceived disability of an Enrollee or their family member. Health
            assessments may not be performed by MCOs prior to enrollment. MCOs
            may inquire about existing primary care relationships of the
            applicant and explain whether and how such relationships may be
            maintained. Upon request, each potential Enrollee shall be provided
            with a listing of all Participating Providers including specialists
            and facilities in the MCO's network. The MCO may respond to a
            potential Enrollee's question about whether a particular specialist
            is in the network. However, MCOs are prohibited from inquiring about
            the types of specialists utilized by the potential Enrollee.

      e)    MCOs may not offer incentives of any kind to Medicaid recipients to
            join a health plan. "Incentives" are defined as any type of
            inducement whose receipt is contingent upon the recipients joining
            the plan.

      f)    MCOs are responsible for ensuring that their marketing
            representatives engage in professional and courteous behavior in
            their interactions with LDSS staff, staff from other health plans,
            and Medicaid clients. Examples of inappropriate behavior include
            interfering with other health plan presentations, talking negatively
            about another health plan, and participating with Medicaid clients
            during the verification interview with LDSS staff.

      g)    MCOs may offer nominal gifts of not more than $5.00 in fair-market
            value as part of a health fair or other marketing activity to
            stimulate interest in managed care and/or the MCO. Such gifts must
            be pre-approved by the LDSS, and offered without regard to
            enrollment. The MCO must submit a listing of intended items to be
            distributed at marketing activities as nominal gifts. The submission
            of actual samples or photographs of intended nominal gifts will not
            be routinely required, but must be made available upon request by
            the state or local reviewer. Listings of item donors or co-sponsors
            must be submitted along with the description of items.

      h)    MCOs may offer its Enrollees rewards for completing a health goal,
            such as finishing all prenatal visits, participating in a smoking
            cessation session, attending initial orientation sessions upon
            enrollment, and timely completion of immunizations or other health
            related programs. Such rewards may not exceed $50.00 in fair-market
            value per Enrollee over a twelve (12) month period, and must be
            related to a health goal. MCOs may not make reference to these
            rewards in their pre-enrollment marketing materials or discussions
            and all such rewards must be approved by the LDSS.

      i)    MCOs may not offer compensation to marketing representatives,
            including salary increases or bonuses, based solely on the number of
            individuals they enroll. However, MCOs may base compensation of
            marketing representatives on periodic performance evaluations which
            consider enrollment productivity as one

                                   APPENDIX D
                                October 1, 2004
                                      D-9

<PAGE>

            of several performance factors during a performance period, subject
            to the following requirements:

            1)    "Compensation" shall mean any remuneration required to be
                  reported as income or compensation for federal tax purposes;

            2)    MCOs may not pay a "commission" or fixed amount per
                  enrollment;

            3)    Bonuses may not be awarded more frequently than quarterly, and
                  the annual amount awarded as bonus compensation to a marketing
                  representative may not exceed 10% of his/her total annual
                  compensation;

            4)    Performance evaluations used as a basis for such bonus or
                  salary increase shall be set forth in writing and available
                  for inspection by SDOH or the LDSS;

            5)    Other appropriate factors which may be considered by an MCO in
                  awarding merit salary increase or bonuses to marketing
                  representatives include but are not limited to:

                  -     Ratio of "clean" or successful enrollments submitted;
                        quality of applications;

                  -     Attendance; adherence to marketing schedules; timeliness

                  -     Observed marketing behavior; absence/paucity of
                        complaints regarding marketing conduct

            6)    Affiliated providers engaged in marketing on behalf of an MCO
                  shall be considered "marketing representatives" for purposes
                  of Section C (3)(i) of Appendix D.

      j)    Individuals employed by MCO's as marketing representatives, and
            employees of marketing subcontractors must have successfully
            completed a training program about the basic concepts of managed
            care and the Medicaid recipients' rights and responsibilities
            relating to membership in managed care. MCOs must submit a copy of
            the training curriculum for their marketing representatives to SDOH
            and the LDSS as part of the marketing plan. The MCO shall be
            responsible for the activities of its marketing representatives and
            the activities of any subcontractor or management entity. A
            marketing representative means any individual or entity engaged by
            the Contractor to market on behalf of the Contractor.

                                   APPENDIX D
                                October 1, 2004
                                      D-10

<PAGE>

D. MARKETING INFRACTIONS

1.    Infractions of the marketing guidelines may result in the following
      actions being taken by the LDSS to protect the interests of the program
      and its clients. These actions shall be taken at the sole discretion of
      the LDSS.

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

      b)    For subsequent or more serious infractions, the LDSS may impose
            liquidated damages of $2,000.00, or other appropriate non-monetary
            sanctions for each infraction.

      c)    The LDSS may require the MCO to prepare a corrective action plan
            with a specified deadline for implementation.

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

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

            ii)   suspend new enrollments, other than newborns, for a period up
                  to the remainder of the contract, or

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

                                   APPENDIX D
                                October 1, 2004
                                      D-11

<PAGE>

E.    LDSS SPECIFIC MARKETING GUIDELINES

      {insert LDSS specific marketing guidelines as applicable}.

      LDSS: DUTCHESS COUNTY

      MCO: WELLCCARE OF NEW YORK, INC.

                                   APPENDIX D
                                 October 1, 2004
                                      D-12

<PAGE>

                       LDSS SPECIFIC MARKETING GUIDELINES
                         FOR MANAGED CARE ORGANIZATIONS
                             (APPENDIX D, SECTION E)

The Contractor (Managed Care Organization - MCO) and the Local Department of
Social Services (LDSS) agree to the marketing guidelines as presented in Section
11 and Appendix D of the Medicaid managed care model contract and to the
following:

The LDSS Commissioner will receive formal notification of any changes to the
marketing plan (function) of the Contractor (MCO).

The Contractor (MCO) will maintain a viable presence within the Local District.
As conditions permit or as otherwise agreed upon by the Contractor (MCO) and the
Local District, the Marketing Representative assigned to the county will be
on-site at the Local District no less than 3 days during recertification weeks
and no less than 2 days during non-recertification weeks. There shall be 1 (one)
marketer per plan per (assigned) day unless otherwise approved.

The Contractor's (MCO's) Regional Marketing Manager and the Local District will
meet no less than quarterly to maintain open communication.

The Contractor (MCO) will submit a copy of the quarterly analysis of
disenrollment reasons for members in the given County to the LDSS.

The Contractor (MCO) marketing and enrollment activities shall take place in the
following sites:

            -     LDSS offices

            -     WIC Centers

            -     Via telephone with proper educational component

All other enrollment initiatives (for example: Provider Offices, Community and
Health Centers) or changes MUST be presented to State DOH and the Local District
for review and approval with at least 30 days notice.

The Contractor (MCO) will supply the Local District with a schedule (2 weeks in
advance) of all prior approved marketing activities including the time and dates
that marketers will be on-site and written notice of all scheduling changes.

The Contractor's (MCO's) marketers will sign in and out on the appropriate
sign-in sheet within the Local District.

The Contractor (MCO) shall conduct or participate in Community Outreach.

The Contractor (MCO) must have an established process with the Local District to
resolve marketing issues and concerns regarding the Marketing Representatives.
The Contractor (MCO) must provide the Local District with a corrective action
plan that includes specific time frames.

                                   APPENDIX D
                                October 1, 2004
                                      D-l3

<PAGE>

The Contractor (MCO) will attempt to resolve all appropriate complaints to the
satisfaction of the Local District.

The Local District has the right to evaluate all marketers. The Local District
may use post enrollment surveys, on-site reviews, follow-up telephone calls and
overall performance in this process. The Local District will share this
information with the appropriate Contractor (MCO) staff.

The Local District designates State DOH as the primary reviewer of all marketing
materials and activities. The Local District, in consultation with State DOH,
will review all marketing materials and activities. The Contractor (MCO) will,
therefore, forward all materials and requests to SDOH and to the county.

                                   APPENDIX D
                                October 1, 2004
                                      D-14

<PAGE>

                                   APPENDIX E

                      NEW YORK STATE DEPARTMENT OF HEALTH
                           MEMBER HANDBOOK GUIDELINES

                                   APPENDIX E
                                October 1, 2004
                                      E-1

<PAGE>

                                  INTRODUCTION

This document contains member handbook guidelines for use by managed care
organizations (MCOs) under contract to serve New York Medicaid beneficiaries.
These guidelines may be revised from time to time based on changes in the law
and the changing needs of the program. The guidelines reflect the review
criteria used by the SDOH Office of Managed Care in its review of all Medicaid
managed care member handbooks. Handbooks and addenda must be approved by SDOH
prior to printing and distribution by MCOs. In addition, the SDOH has developed
a model member handbook at the fourth to sixth grade reading level for use by
MCOs. The model member handbook contains language to address required disclosure
regarding free access for family planning; self referral policies; obtaining
OB/GYN services; the definitions of medical necessity and emergency services;
protocols for complaints, utilization review, external appeals, fair hearings
and newborn enrollments; and listing of member entitlements, including benefits,
rights and responsibilities, and information available upon request. MCOs must
use the language provided in these required disclosure areas in their member
handbooks. A copy of the model handbook is available from the Office of Managed
Care, Bureau of Intergovernmental Affairs.

GENERAL FORMAT

Member handbooks must be written in a style and reading level that will
accommodate the reading skills of many Medicaid recipients. In general the
writing should be at no higher than a sixth-grade level, taking into
consideration the need to incorporate and explain certain technical or
unfamiliar terms to assure accuracy. The text must be printed in at least ten
(10) point font. The SDOH reserves the right to require evidence that a handbook
has been tested against the sixth-grade reading-level standard. Member handbooks
must be available in languages other than English whenever at least five (5)
percent of the potential enrollees of the MCO in any county in the MCO's service
area speak a language other than English as a first language.

HANDBOOK REQUIREMENTS

a)    General Overview (how the plan works)

      i)    Explanation of the plan, including what happens when you become a
            member.

      ii)   Explanation of the plan ID card, obtaining routine medical care,
            help by telephone, and general information pertaining to the plan,
            i.e., location of the plan, providers, etc.

      iii)  Invitation to attend scheduled orientation sessions and other
            educational and outreach activities.

b)    Provider Listing, including Site Locations

      Note: The information described here can be included in the handbook or as
      an insert to the handbook, or can be produced as a separate document and
      referenced in the handbook.

                                   APPENDIX E
                                October 1, 2004
                                      E-2

<PAGE>

      i)    A current listing of providers, including facilities.

      ii)   For physicians, separate listings of primary care practitioners and
            specialty providers; include location, phone number, and board
            certification status.

      iii)  Listing also must include a notice of how to determine whether a
            participating provider is accepting new patients.

c)    Voluntary or Mandatory Enrollment

      i)    Must indicate whether enrollment is voluntary or mandatory,

      ii)   If plan participates in both mandatory and voluntary counties,
            explanation of the difference, i.e., disenrollment, family members
            in the same plan, etc.

d)    Choice of Primary Care Provider (including how to make an appointment)

      i)    Explanation of the role of PCP as a coordinator of care, giving some
            examples, and how to choose one for self and family.

      ii)   How to make an appointment with the PCP, importance of base line
            physical, immunizations and well-child care.

      iii)  Explanation of different types of PCPs, i.e., family practice,
            pediatricians, internists, etc.

      iv)   Notification that the plan will assign the member to a PCP if one is
            not chosen in thirty (30) days.

      v)    OB/GYN choice rules for women

e)    Changing Primary Care Provider

      i)    Explanation of plan policy, time frames, and process related to
            changing PCP.

      ii)   Explanation of process for changing OB/GYN when applicable.

      iii)  Explanation of requirements for choosing a specialist as PCP.

f)    Referrals to Specialists (in and out-of-plan)

      i)    Explanation of specialist care and how referrals are accomplished.

      ii)   Explanation of process for changing specialists.

      iii)  Explanation of self-referral services, i.e., OB/GYN services, HIV
            counseling and testing, eye exams, etc.

      iv)   Notice that Enrollee may obtain a referral to a Non-Participating
            Provider when the plan does not have a Participating Provider with
            appropriate training or experience to meet the needs of the
            Enrollee; and the procedure for obtaining such referrals.

      v)    Notice that an Enrollee with a condition that requires ongoing care
            from a specialist may request a standing referral to such a
            specialist; procedure for obtaining such referrals.

      vi)   Notice that an Enrollee with a life-threatening condition or
            disease, or a degenerative and disabling condition or disease,
            either of which require

                                   APPENDIX E
                                October 1, 2004
                                      E-3

<PAGE>

            specialized medical care over a prolonged period of time, may
            request access to a specialist responsible for providing or
            coordinating the Enrollee's medical care; and the procedure for
            obtaining such a specialist.

      vii)  Notice that an Enrollee with a life-threatening condition or
            disease, or a degenerative and disabling condition or disease,
            either of which require specialized medical care over a prolonged
            period of time, may request access to a specialty care center; and
            the procedure for obtaining such access.

g)    Covered and Non-Covered Services

      i)    Benefits and services covered by the plan, including benefit
            maximums and limits.

      ii)   Definition of medical necessity used to determine whether benefits
            will be covered (same as plan-county contract definition).

      iii)  Medicaid services not covered by the plan or excluded
            from managed care; how to access these services.

      iv)   Prior authorization and other requirements for treatments and
            services.

      v)    Family planning and reproductive health services free access policy.

      vi)   HIV counseling and testing free access policy.

      vii)  Direct access policy for dental services provided at Article 28
            clinics operated by academic dental centers when dental is in the
            Benefit Package.

      viii) Plan policy relating to transportation, including who to call and
            what to do if plan does not cover transportation.

      ix)   Plan toll-free number for Enrollee to call for more information.

h)    Out of Area Coverage

      i)    Explanation of what to do and who to call if medical care is
            required when beneficiary is out of plan's service area.

i)    Emergency Care Access

      i)    Definition of emergency services, as defined in law including
            examples of situations that constitute an emergency and situations
            that do not.

      ii)   What to do in an emergency, including notice that services in a true
            emergency are not subject to prior approval.

      iii)  A phone number to call if PCP is not available.

      iv)   Explanation of what to do in non-emergency situations (PCP, urgent
            care, etc.).

j)    Utilization Review

      i)    Circumstances under which utilization review will be undertaken.

      ii)   Toll-free telephone number of the utilization review agent.

      iii)  Time frames under which UR decisions must be made for prospective,
            retrospective, and concurrent decisions.

      iv)   Right to reconsideration.

                                   APPENDIX E
                                October 1, 2004
                                      E-4

<PAGE>

      v)    Right to an appeal, including expedited and standard appeals
            processes and the time frames for such appeals.

      vi)   Right to designate a representative.

      vii)  A notice that all denials of claims will be made by qualified
            clinical personnel and that all notices will include information
            about the basis of the decision, and further appeal rights (if any).

k)    Enrollment and Disenrollment Procedures

      i)    Where appropriate, explanation of Lock-In requirements, and initial
            grace period when person may change plans, or return to
            fee-for-service in voluntary areas.

      ii)   Choice of PCP (each person can have his/her own PCP and can change
            thirty (30) days after the initial appointment with their PCP, and
            once every six months thereafter).

      iii)  Procedures for disenrollment.

      iv)   Opportunities for change

      v)    LDSS/or enrollment broker phone number for information on enrollment
            and disenrollment.

1)    Rights and Responsibilities of Enrollees

      i)    Explanation of what an Enrollee has the right to expect from the
            Contractor in the way of medical care and treatment of the Enrollee.

      ii)   Responsibilities of the Enrollee (general).

      iii)  Enrollee's financial responsibility for payment when services are
            furnished by a provider who is not part of the Contractor's network
            or by any provider without required authorization or when a
            procedure, treatment, or service is not a covered benefit; also note
            exceptions such as family planning and HIV counseling/testing.

      iv)   Enrollee's rights under State law to formulate advance directives.

      v)    The manner in which Enrollees may participate in the development of
            plan policies.

m)    Language

      i)    Description of how the Contractor addresses the needs of non-English
            speaking Enrollees.

n)    Grievance Procedures (complaints)

      i)    Right to file a grievance regarding any dispute between the
            Contractor and an Enrollee.

      ii)   Right to file a grievance orally when the dispute is about referrals
            or covered benefits.

      iii)  Explanation of who in the plan to call, along with the Contractor's
            toll-free number.

      iv)   Time frames and circumstances for expedited and standard grievances.

                                   APPENDIX E
                                October 1, 2004
                                      E-5

<PAGE>

      v)    Right to appeal a grievance determination and the procedures for
            filing such an appeal.

      vi)   Time frames and circumstances for expedited and standard appeals.

      vii)  Right to designate a representative.

      viii) A notice that all decisions involving clinical disputes will be made
            by qualified clinical personnel and that all notices will include
            information about the basis of the decision, and further appeal
            rights (if any).

      ix)   NYSDOH number for medically related complaints (1-800-206-8125).

      x)    New York State Insurance Department number for certain complaints
            relating to billing.

o)    Fair Hearing

      Explain that:

      i)    Enrollee has a right to a State Fair Hearing and Aid to Continuing
            in some situations.

      ii)   Describe situations when the Enrollee may ask for a fair hearing as
            described in Section 25 of this Agreement including State or LDSS
            decision about staying in or leaving the plan; decision the
            Contractor makes that stops or limits Medicaid benefits; Contractor
            decision agreeing with doctor who will not order services (must
            complain to the plan first).

      iii)  Describe how to request a fair hearing (assistance through member
            services, LDSS, State fair hearing contact).

p)    External Appeals

      i)    Description of circumstances where a person may request an external
            appeal

      ii)   Time frames for applying for appeal and for decision-making

      iii)  How and where to apply

      iv)   Describe expedited appeal time frame

      v)    Process for Contractor and Enrollee to agree on waiving the UR
            appeal process.

q)    Payment Methodologies

        i)  Description prepared annually of the types of methodologies the
            plan uses to reimburse providers, specifying the type of
            methodology used to reimburse particular types of providers or
            for the provision of particular types of services.

r)    Physician Incentive Plan Arrangements

      i)    The Member Handbook must contain a statement indicating the
            Enrollees and potential Enrollees are entitled to ask if the MCO has
            special financial arrangements with physicians that can affect the
            use of referrals and other services that they might need and how to
            obtain this information.

                                   APPENDIX E
                                October 1, 2004
                                      E-6

<PAGE>

s)    How and Where to Get More Information

      i)    How to access a member services representative through a toll-free
            number.

      ii)   How and when to contact LDSS for assistance.

OTHER INFORMATION AVAILABLE UPON ENROLLEE'S REQUEST

a)    List of the names, business addresses, and official positions of the
      membership of the board of directors, officers, controlling persons,
      owners or partners of the Contractor.

b)    Copy of the most recent annual certified financial statement of the
      Contractor, including a balance sheet and summary of receipts and
      disbursements prepared by a CPA.

c)    Copy of the most recent individual, direct pay subscriber contracts.

d)    Information relating to consumer complaints compiled pursuant to Section
      210 of the insurance law.

e)    Procedures for protecting the confidentiality of medical records and other
      Enrollee information.

f)    Written description of the organizational arrangements and ongoing
      procedures of the Contractor's quality assurance program.

g)    Description of the procedures followed by the Contractor in making
      decisions about the experimental or investigational nature of medical
      devices, or treatments in clinical trials.

h)    Individual health practitioner affiliations with participating hospitals.

i)    Specific written clinical review criteria relating to a particular
      condition or disease and, where appropriate, other clinical information
      which the plan might consider in its utilization review process.

j)    Written application procedures and minimum qualification requirements for
      health care providers to be considered by the plan.

k)    Upon request, MCOs are required to provide the following information on
      the incentive arrangements affecting the MCO's physicians to current,
      previous and prospective Enrollees:

      1.    Whether the MCO's contract or subcontracts include Physician
            Incentive Plans that affect the use of referral services.

      2.    Information on the type of incentive arrangements used.

      3.    Whether stop-loss protection is provided for physicians and
            physicians groups.

      4.    If the MCO is at substantial financial risk, as defined in the PIP
            regulations, a summary of the required customer satisfaction survey
            results.

                                   APPENDIX E
                                 October , 2004
                                      E- 7

<PAGE>

                                   APPENDIX F

                       NEW YORK STATE DEPARTMENT OF HEALTH
            MEDICAID MANAGED CARE COMPLAINT AND APPEALS REQUIREMENTS

                                   APPENDIX F
                                October 1, 2004
                                       F-1

<PAGE>

I.    OVERALL OBJECTIVES

      The Medicaid managed care program complaint process accomplishes four
      objectives:

      a)    Ensures that each MCO resolves its Enrollees' problems promptly and
            at the lowest level of formality, wherever possible.

      b)    Ensures that the MCO reports the full extent of complaint activity
            to governmental oversight entities.

      c)    Ensures that the MCO uses complaint information to assess and
            improve program performance.

      d)    Provides an independent process for complaint resolution when issues
            are not resolved by the MCO.

II.   DEFINITIONS

      a)    A complaint is a written or verbal contact to the MCO in which the
            Enrollee or designee describes a dissatisfaction with the MCO, its
            employees, benefits, providers or contractors, including but not
            limited to:

            -     a determination made by the MCO;

            -     treatment experienced through the MCO, its providers, or
                  contractors.

      Medical necessity determinations pursuant to Article 49 of the Public
      Health Law are not included in the definition of a complaint.

      b)    An inquiry is a written or verbal question or request for
            information posed to the MCO with regard to such issues as benefits,
            contracts, and organization rules. Inquiries do not reflect Enrollee
            complaints or disagreements with MCO determinations.

      c)    Summary Complaint Forms are forms developed by the State that
            categorize the type of complaints received. These forms should be
            submitted via the HPN on a quarterly basis to the SDOH.

III.  COMPLAINT PROCEDURES

      a)    The MCO shall describe its complaint and appeal procedure in the
            member handbook, and it must be accessible to non-English speaking,
            visually, and hearing impaired Enrollees. The handbook shall comply
            with Section 13.3 and The Member Handbook Guidelines (Appendix E) of
            this Agreement.

      b)    Anytime the MCO denies access to a referral; denies or reduces
            benefits or services; determines that a requested benefit is not
            covered in the MCO's benefit package, or denies payment of a claim
            for services the MCO shall provide written notice of the procedures
            for the Enrollee to file a complaint, including:

                                   APPENDIX F
                                October 1, 2004
                                       F-2

<PAGE>

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

      ii)   the reasons for the determination including the clinical rationale,
            if any;

      iii)  the process for filing a grievance/complaint with the organization;

      iv)   the timeframes within which a grievance/complaint determination must
            be made;

      v)    the right of an Enrollee to designate a representative to file a
            grievance/complaint on behalf of the Enrollee;

      vi)   the notice of the right of the member to contact the New York State
            Department of Health (800 206-8125) with their complaint; and

      vii)  the notice entitled "Managed Care Action Taken" containing the
            member's fair hearing and aid continuing rights.

      c)    If the MCO immediately resolves a verbal complaint to the Enrollee's
            satisfaction, that complaint may be considered resolved without any
            additional written notification to the Enrollee. Such complaints
            must be logged by the MCO and included in the MCO's quarterly HPN
            complaint report submitted to SDOH.

      d)    MCO procedures for accepting complaints shall include:

            i)    toll-free telephone number;

            ii)   designated staff to receive calls;

            iii)  "live" phone coverage at least 40 hours a week during normal
                  business hours;

            iv)   a mechanism to receive after hour calls including either:

                  A)    telephone system available to take calls and a plan to
                        respond to all such calls no later than on the next
                        business day after the call was recorded.

                  Or

                  B)    a mechanism to have available on a twenty-four (24)
                        hour, seven (7) day a week basis designated staff to
                        accept telephone complaints, whenever a delay would
                        significantly increase the risk to an Enrollee's health.

      e)    Determinations of all clinical complaints involving clinical
            decisions shall be made by qualified clinical personnel.

      f)    Upon receipt of a complaint, the MCO shall send a notice to the
            Enrollee specifying what information must be provided to the MCO in
            order for a determination to be made.

IV.   NOTICE TO ENROLLEE PROCEDURES

Upon receipt of the following type of complaints; 1) anytime that the MCO denies
access to a referral; 2) denies or reduces benefits or services; 3) determines
that a requested benefit is not covered by the MCO's benefit package, the MCO
shall send a notice to the Enrollee. The notice shall describe:

      a)    The Enrollee's right to file a complaint regarding any dispute with
            the MCO.

      b)    The information to be provided to the MCO in order for a
            determination to be made.

                                   APPENDIX F
                                 October 1, 2004
                                      F- 3

<PAGE>

      c)    The fact that the MCO will not retaliate or take any discriminatory
            action against the Enrollee because he/she filed a complaint or
            appeal.

      d)    The right of the Enrollee to designate a representative to file
            complaints and appeals on his/her behalf.

      e)    The MCO's requirements for accepting written complaints, which can
            be either a letter or MCO supplied form.

      f)    The Enrollee's right to file a verbal complaint when the dispute is
            about referrals or covered benefits. The MCO must list a toll-free
            number which Enrollee may use to file a verbal complaint.

      g)    For verbal complaints, whether the Enrollee is required to sign an
            acknowledgment and description of the complaint prepared by the MCO.
            The acknowledgment must clearly advise the Enrollee that the
            Enrollee may amend the description but must sign and return it in
            order to initiate the complaint.

V.    TIMEFRAMES FOR COMPLAINT RESOLUTION BY THE MCO.

Procedures should indicate the following specific timeframes regarding complaint
resolution:

      a)    The MCO has to provide written acknowledgment of the complaint
            including the name, address and telephone number of the individual
            or department handling the complaint within fifteen (15) days of
            receipt of the complaint.

      b)    Complaints shall be resolved whenever a delay would significantly
            increase the risk to an Enrollee's health within forty-eight (48)
            hours after receipt of all necessary information.

      c)    Complaints shall be resolved in the case of requests for referrals
            or determinations concerning benefits covered by the contractual
            benefit package within thirty (30) days after the receipt of all
            necessary information.

      d)    All other complaints shall be resolved within forty-five (45) days
            after the receipt of all necessary information. The MCO shall
            maintain reports of complaints unresolved after forty-five (45) days
            in accordance with Section 18 of this Agreement.

VI.   COMPLAINT DETERMINATIONS

Procedures regarding the resolution of Enrollee complaints should include the
following:

      a)    Complaints shall be reviewed by one or more qualified personnel.

                                   APPENDIX F
                                 October 1, 2004
                                       F-4

<PAGE>

      b)    Complaints pertaining to clinical matters shall be reviewed by one
            or more licensed, certified or registered health care professionals
            in addition to whichever non-clinical personnel the MCO designates.

      c)    Determinations by the MCO shall be made in writing to the Enrollee
            or his/her designee and include:

            i)    the detailed reasons for the determination;

            ii)   in cases where the determination has a clinical basis, the
                  clinical rationale for the determination;

            iii)  the procedures for the filing of an appeal of the
                  determination, including a form for the filing of such an
                  appeal;

            iv)   notice of the right of the Enrollee to contact the State
                  Department of Health (800 206-8125) with their complaint; and

            v)    if applicable, the notice entitled "Managed Care Action
                  Taken," containing the Enrollee's fair hearing and aid
                  continuing rights if not provided with the initial action.

      d)    Notices of determinations shall be sent to the Enrollee or the
            Enrollee's designee within three (3) business days after a
            determination is made.

      e)    In cases where delay would significantly increase the risk to an
            Enrollee's health, notice of a determination shall be made by
            telephone directly to the Enrollee or to the Enrollee's designee, or
            when no phone is available some other method of communication, with
            written notice to follow within three (3) business days.

VII.  APPEALS

Procedures regarding Enrollee appeals of MCO complaint determinations should
include the following:

      a)    The Enrollee or designee has no less than sixty (60) business
            days after receipt of the notice of the complaint determination to
            file a written appeal. Appeals may be submitted by letter or by form
            provided by the MCO.

      b)    Within fifteen (15) business days of receipt of the appeal, the MCO
            shall provide written acknowledgment of the appeal including the
            name, address and telephone number of the individual designated to
            respond to the appeal. The MCO shall indicate what additional
            information, if any, must be provided for the MCO to render a
            decision.

      c)    Appeals of clinical matter must be decided by personnel qualified to
            review the appeal including licensed, certified or registered health
            care professionals who did not make the initial determination, at
            least one of whom must be a clinical peer reviewer. Clinical peer
            reviewers may be physicians who possess a current and valid
            non-restricted license to practice medicine. A clinical peer
            reviewer also may be a health care professional, who where
            applicable, possesses a current and valid non-restricted license,
            certification or registration, or where no provision for a license,
            certification, or registration exists, is

                                   APPENDIX F
                                 October 1, 2004
                                       F-5

<PAGE>

            credentialed by the national accrediting body appropriate to the
            profession. The clinical peer reviewer must be a physician or other
            health care professional practicing in the same professional
            specialty as the healthcare provider who typically manages the
            medical condition, procedure or treatment under review.

      d)    Appeals of non-clinical matters shall be determined by qualified
            personnel at a higher level than the personnel who made the original
            complaint determination.

      e)    Appeals shall be decided and notification provided to the
            Enrollee no more than:

            i)    two (2) business days after the receipt of all necessary
                  information when a delay would significantly increase the risk
                  to an Enrollee's health;

            ii)   thirty (30) business days after the receipt of all necessary
                  information in all other instances.

      f)    The notice of an appeal determination shall include:

            i)    the detailed reasons for the determination and the clinical
                  rationale for the determination;

            ii)   if applicable, a notice containing fair hearing rights;

            iii)  the notice shall also inform the Enrollee of his/her option to
                  also contact the State Department of Health (800-206-8125)
                  with his/her complaint;

            iv)   instructions for any further appeal.

VIII. RIGHT TO AN EXTERNAL APPEAL

The MCO shall describe its utilization review policies and procedures including
a notice of the right to an external appeal together with a description of the
external appeal process and the timeframes for external appeal, in the member
handbook. It must be accessible to non-English speaking, visually, and hearing
impaired Enrollees. The handbook shall comply with Section 13 and The Member
Handbook Guidelines (Appendix E) of this Agreement.

IX. RECORDS

The MCO shall maintain a file on each complaint and appeal, if any. The file
shall include:

      a)    date the complaint was filed;

      b)    copy of the complaint, if written;

      c)    date of receipt of and copy of the Enrollee's acknowledgment, if
            any;

      d)    log of complaint determination including the date of the
            determination and the titles of the personnel and credentials of
            clinical personnel who reviewed the complaint;

      e)    date and copy of the Enrollee's appeal;

                                   APPENDIX F
                                 October 1, 2004
                                       F-6

<PAGE>

      f)    determination and date of determination of the appeal;

      g)    the titles, and credentials of clinical staff who reviewed the
            appeal.

In addition, the Contractor shall maintain a list of the following:

      a)    complaints unresolved for greater than 45 days;

      b)    complaints referred for external appeal.

                                   APPENDIX F
                                 October 1, 2004
                                       F-7
<PAGE>

                                   APPENDIX G

                      NYSDOH GUIDELINES FOR THE PROVISION
                         OF EMERGENCY CARE AND SERVICES

                                   APPENDIX G
                                 October 1, 2004
                                       G-1

<PAGE>

       NYSDOH GUIDELINES FOR THE PROVISION OF EMERGENCY CARE AND SERVICES

DEFINITION OF AN "EMERGENCY MEDICAL CONDITION"

      The term "Emergency Medical Condition" means a medical or behavioral
      condition, the onset of which is sudden, that manifests itself by symptoms
      of sufficient severity, including severe pain that a prudent layperson,
      possessing an average knowledge of medicine and health, could reasonably
      expect the absence of immediate medical attention to result in:

      i.    Placing the health of the person afflicted with such condition in
            serious jeopardy or, in the case of a behavioral condition, placing
            the health of the person or others in serious jeopardy; or

      ii.   serious impairment to such person's bodily functions; or

      iii.  serious dysfunction of any bodily organ or part of such person; or

      iv.   serious disfigurement of such person.

      Emergency Medical Services include health care procedures, treatments or
      services needed to evaluate or stabilize an Emergency Medical Condition
      including psychiatric stabilization and medical detoxification from drugs
      or alcohol.

PROTOCOLS FOR NOTIFICATION/AUTHORIZATION

      Preauthorization for treatment of an Emergency Medical Condition is never
      required.

      In circumstances where notification of arrival in the emergency department
      (ED) is requested by the managed care organization following the
      assessment and stabilization of the Enrollee, the notification process for
      the participating ED should require no more than one (1) phone call (or
      fax), and include a limited amount of standard clinical and demographic
      information.

                                   APPENDIX G
                                October 1, 2004
                                       G-2

<PAGE>

PROTOCOL FOR ACCEPTABLE TRANSFER BETWEEN FACILITIES

      All relevant COBRA requirements must be met.

      MCOs must provide for an appropriate (as determined by the ED physician)
      transfer method/level with personnel as needed.

      MCOs must contact/arrange for an available, accepting physician and
      patient bed at the receiving institution.

      If a patient is not transferred within eight (8) hours to an appropriate
      inpatient setting, after the decision to admit has been made, then
      admission at the original facility is deemed authorized.

PROTOCOLS FOR DISPOSITION

      If, pursuant to a screening evaluation, ED staff determines that a patient
      requires further services (other than emergency medical services), the MCO
      will have two (2) hours to respond to a call from the ED with the
      appropriate person to discuss the case. If such response is longer than
      two (2) hours, that admission or treatment is deemed "authorized" for
      purposes of payment.

      In the event that the MCO/provider suggests a level of care for a specific
      patient deemed inappropriate by the attending physician in the ED, and no
      agreement as to disposition can be reached, a physician from the plan must
      physically come to the ED and evaluate/take responsibility for this
      patient.

TRIAGE FEES

      For emergency room services that do not meet the definition of Emergency
      Medical Condition, the MCO shall pay the hospital a triage fee of $40.00
      in the absence of a negotiated rate.

      Non-participating EDs cannot be denied payment on the basis of
      non-notification.

                                   APPENDIX G
                                October 1, 2004
                                       G-3

<PAGE>

                                   APPENDIX H

             NEW YORK STATE DEPARTMENT OF HEALTH GUIDELINES FOR THE
                  PROCESSING OF ENROLLMENTS AND DISENROLLMENTS

                                   APPENDIX H
                                October 1, 2004
                                       H-1
<PAGE>

                                   APPENDIX H
                                 SDOH GUIDELINES
              FOR THE PROCESSING OF ENROLLMENTS AND DISENROLLMENTS

This appendix is intended to provide general guidelines to LDSS and MCOs for the
processing of enrollments and disenrollments. Where an enrollment broker exists,
the enrollment broker may be responsible for some or all of the LDSS
responsibilities. To allow LDSS and MCOs flexibility in developing processes
that will meet the needs of both parties, SDOH may allow modifications to
timeframes and some procedures. Modifications are to be specified in Section G
of this Appendix and must be agreed to by both parties and receive prior
approval from SDOH.

A. ENROLLMENT

SDOH RESPONSIBILITIES:

1.    The SDOH is responsible for monitoring Local District program activities
      and providing technical assistance to the LDSS and MCOs to ensure
      compliance with the State's policies and procedures.

2.    SDOH reviews and approves proposed enrollment materials prior to MCOs
      publishing and disseminating or otherwise using the materials.

LDSS RESPONSIBILITIES:

The LDSS has the primary responsibility for the enrollment process.

1.    Each local district determines Medicaid eligibility. To the extent
      practicable, the LDSS will follow up with Enrollees when the MCO provides
      documentation of any change in status which may affect the Enrollee's
      Medicaid and/or managed care eligibility.

2.    LDSS will provide pre-enrollment information to beneficiaries, consistent
      with Social Services Law, Section 364-j(4)(e)(iv) and train persons
      providing enrollment counseling to beneficiaries.

3.    The LDSS must inform beneficiaries of the availability of MCOs and HIV
      SNPs and the scope of services covered by each.

4.    LDSS will inform beneficiaries of the right to confidential face-to-face
      enrollment counseling and will make confidential face-to-face sessions
      available upon request.

5.    The LDSS shall advise potential Enrollees, in written materials related to
      enrollment, to verify with the medical services providers they prefer, or
      have an existing relationship with that such medical services providers
      participate in the selected managed care provider's network and are
      available to serve the participant.

                                   APPENDIX H
                                October 1, 2004
                                      H-2

<PAGE>

6.    For enrollments made during face-to-face counseling, if the participant
      has a preference for particular medical services providers, enrollment
      counselors shall verify with the medical services providers that such
      medical services providers whom the participant prefers participate in the
      MCO's network and are available to serve the participant.

7.    The LDSS is responsible for the timely processing of managed care
      enrollment applications, exemptions, and exclusions and ensuring
      attestations are on file for all Enrollees.

8.    The LDSS will determine the status of enrollment applications.
      Applications will be enrolled, pended or denied.

9.    The LDSS will notify the Contractor of plan-assisted enrollment
      applications that are denied.

10.   The LDSS enters individual enrollment form data and transmits that data to
      the State's Prepaid Capitation Plan (PCP) Subsystem. The transfer of
      enrollment information may be accomplished by any of the following:

      i)    LDSS directly enters data into PCP Subsystem; or

      ii)   LDSS or Contractor submits a tape to the State, to be edited and
            entered into PCP Subsystem; or

      iii)  LDSS electronically transfers data, via a dedicated line or Medicaid
            Eligibility Verification System (MEVS) to the PCP Subsystem.

11.   The LDSS is required to send the following notices to Eligible Persons:

      i)    Initial Notification Letter: This letter informs the Eligible
            Persons about the mandatory program and the timeframes for choosing
            a plan. Included with the letter are managed care brochures, an
            enrollment form, and information on their rights and
            responsibilities under this program, including the option for
            HIV/AIDS infected individuals who are categorically exempt from the
            mainstream Medicaid Managed Care program to enroll in an HIV SNP on
            a voluntary basis in districts where HIV SNPs exist. (MANDATORY
            PROGRAM ONLY)

      ii)   Reminder Letter: A letter to all Eligible Persons in a mandatory
            category who have not responded by submitting a completed enrollment
            form within thirty (30) days of being sent or given an enrollment
            packet. (MANDATORY PROGRAM ONLY)

      iii)  Enrollment Confirmation Notice: This notice indicates the Effective
            Date of Enrollment, the name of the MCO and all individuals who are
            being enrolled. This notice should also be used for case additions
            and re-enrollments into the same plan.

      iv)   Notice of Denial of Enrollment: This notice is used when an
            individual has been determined by LDSS to be ineligible for
            enrollment into a Medicaid managed care plan. This notice must
            include fair hearing rights. Note: This notice is not required when
            Medicaid eligibility is being denied (or closed).

                                   APPENDIX H
                                October 1, 2004
                                       H-3

<PAGE>

      v)    Exemption and Exclusion Request Forms: Exemption forms are provided
            to Eligible Persons upon request if they wish to apply for an
            exemption. Exclusion forms are provided to individuals in New York
            City who self-identify as qualifying for an exclusion. Individuals
            precoded on the system as meeting exemption or exclusion criteria do
            not need to complete an exemption or exclusion request form.

      vi)   Exemption and Exclusion Request Approval or Denial: This notice is
            designed to inform a recipient who applied for an exemption or
            exclusion of the LDSS's disposition of the request, including the
            right to a fair hearing if the request for exemption or exclusion is
            denied.

MCO RESPONSIBILITIES:

1.    In those instances in which the Contractor is marketing to persons already
      in receipt of Medicaid, the Contractor will submit plan enrollments to
      the LDSS, within a maximum of five (5) business days from the day the
      enrollment is received by the Contractor (unless otherwise agreed to by
      SDOH and LDSS).

2.    The Contractor must notify new Enrollees of their Effective Date of
      Enrollment. To the extent practicable, such notification must precede the
      Effective Date of Enrollment. (Section 13 of the Model Contract).

3.    The Contractor must report any changes in status for its enrolled members
      to the LDSS within five (5) business days of such information becoming
      known to the Contractor. This includes, but is not limited to, factors
      that may impact Medicaid eligibility such as address changes, verification
      of pregnancy, incarceration, third party insurance, etc.

4.    The Contractor shall advise potential Enrollees, in written materials
      related to enrollment, to verify with the medical services providers they
      prefer, or have an existing relationship with, that such medical services
      providers participate in the MCO's selected network and are available to
      serve the participant.

5.    The Contractor shall accept all enrollments as ordered by the Office of
      Temporary and Disability Assistance's Office of Administrative Hearings
      due to fair hearing requests or decisions.

B.    NEWBORN ENROLLMENTS:

The Contractor agrees to enroll and provide coverage for eligible newborn
children of Enrollees effective from the time of birth.

SDOH Responsibilities:

1.    The SDOH will update WMS with information on the newborn received from
      hospitals, consistent with the requirements of Section 366-g of the Social
      Services Law as amended by Chapter 412 of the, Laws of 1999.

                                   APPENDIX H
                                October 1, 2004
                                       H-4

<PAGE>

2.       Upon notification of the birth by the hospital or birthing center, the
      SDOH will update WMS with the demographic data for the newborn and enroll
      the newborn in the mother's MCO if not already enrolled. The newborn will
      be retroactively enrolled back to the first (1st) day of the month of
      birth. Based on the transaction date of the enrollment of the newborn on
      the PCP subsystem, the newborn will appear on either the next month's
      roster or the subsequent month's roster. On plan rosters for upstate and
      NYC, the "PCP Effective From Date" will indicate the first day of the
      month of birth, as described in 01 OMM/ADM 5 "Automatic Medicaid
      Enrollment for Newborns."

LDSS Responsibilities:

1.    Grant Medicaid eligibility for newborns for one (1) year if born to a
      woman eligible for and receiving MA assistance on the date of birth.
      (SOCIAL SERVICES LAW SECTION 366 (4) (1))

2.    LDSS must add eligible unborns to all WMS cases that include a pregnant
      woman as soon as the pregnancy is medically verified. (NYS DSS
      ADMINISTRATIVE DIRECTIVE 85 ADM-33)

3.    In the event that the LDSS learns of an Enrollee's pregnancy prior to the
      Contractor, the LDSS is to establish MA eligibility and enroll the unborn
      in the Contractor's plan.

4.    The LDSS is responsible for newborn enrollment should it not be
      successfully competed under the "SDOH Responsibilities" process as
      outlined in #2 above.

5.    When a newborn is enrolled in managed care, the LDSS must send an
      Enrollment Confirmation Notice to inform the mother of the Effective Date
      of Enrollment, which is the first (1st) day of the month of birth, and the
      plan in which the newborn is enrolled.

6.    The LDSS may develop a transmittal form to be used for unborn/newborn
      notification between the Contractor and the LDSS.

MCO RESPONSIBILITIES:

1.    The Contractor must notify the LDSS in writing of any Enrollee that is
      pregnant within thirty (30) days of knowledge of the pregnancy.
      Notifications should be transmitted to the LDSS at least monthly. The
      notifications should contain the pregnant woman's name, Client ID Number
      (CIN), and the expected date of confinement (EDC).

2.    Upon the newborn's birth, the Contractor must send verifications of
      infant's demographic data to the LDSS, within five (5) days after
      knowledge of the birth. The

                                   APPENDIX H
                                October 1, 2004
                                      H-5

<PAGE>
      demographic data must include: the mother's name and CIN, the newborn's
      name and CIN (if newborn has a CIN), sex and the date of birth.

3.    In districts that use an Enrollment Broker, the Contractor shall not
      submit electronic enrollments of newborns to the Enrollment Broker, as
      this will interfere with the retroactive enrollment of the newborn back to
      the first (1st) day of the month of birth. For newborns whose mothers are
      not enrolled in the Contractor's plan and who were not pre-enrolled into
      the plan as an unborn, the Contractor may submit an electronic enrollment
      of the newborn to the Enrollment Broker. In such cases, the Effective Date
      of Enrollment will be prospective.

4.    In voluntary counties, the Contractor will accept applications for unborns
      if that is the mother's intent, even if the mother is not and/or will not
      be enrolled in the Contractor's plan. In all Counties when a mother is
      ineligible for enrollment or chooses not to enroll, the Contractor will
      accept applications for pre-enrollment of unborns who are eligible.

5.    The Contractor is responsible for provision of services to the newborn and
      payment of the hospital or birthing center bill, if the mother is an
      Enrollee at the time of the newborn's birth, even if the newborn is not
      yet on the Roster.

6.    The Contractor will reimburse the hospital or birthing center at the
      Medicaid rate (or at another rate if contractually agreed to between the
      Contractor and the hospital or birthing center) for this episode of care.
      Hospitals and birthing centers have been advised by SDOH to expeditiously
      bill MCOs to allow MCOs to arrange for care for the Enrollees. However,
      the Contractor may not deny the inpatient hospital or birthing center
      costs if billing/notification is not timely except as otherwise provided
      by contractual agreement by the Contractor and hospital or birthing
      center.

7.    Within fourteen (14) days of the date on which the Contractor becomes
      aware of the birth, the Contractor will issue a letter informing parent(s)
      about the newborn's enrollment and how to access care or a member
      identification card.

8.    In those cases in which the Contractor it aware of the pregnancy, the
      Contractor will ensure that enrolled pregnant women select a PCP for their
      infants prior to birth.

9.    The Contractor will ensure that the newborn is linked with a PCP prior to
      discharge from the hospital or birthing center, in those instances in
      which the Contractor has received appropriate notification of birth prior
      to discharge.

C.    AUTO-ASSIGNMENT PROCESS (MANDATORY PROGRAM ONLY):

This section only applies to a LDSS where CMS has given approval and the LDSS
has begun mandatory enrollment. The details of the auto-assignment process are
contained in Section 12 of the State's Operational Protocol.

                                   APPENDIX H
                                October 1, 2004
                                       H-6

<PAGE>

SDOH RESPONSIBILITIES:

1.    SDOH will provide information to LDSS on a daily basis of those
      individuals who have been added to the tickler file through the Potential
      Auto-Assign List.

2.    SDOH, LDSS or Enrollment Broker will assign eligible individuals not
      pre-coded in WMS as exempt or excluded, who have not chosen an MCO in the
      required time period to an MCO using an algorithm as specified in State
      Law SSL Section 364-j(4)(d).

3.    SDOH will ensure the auto-assignment process automatically updates the PCP
      Subsystem, and will notify the MCO of auto-assigned individuals
      electronically.

4.    SDOH will notify the LDSS electronically on a daily basis of those
      individuals for whom the State has selected a health plan through the
      Automated PCP Update Report. Note: This will not apply in Local Districts
      that utilize an enrollment broker.

LDSS RESPONSIBILITIES:

1.    The LDSS is responsible for tracking an individual's choice period.

2.    The LDSS will use the information contained in the Potential Auto-Assign
      List for education and outreach purposes.

3.    The LDSS will send at least one reminder notice to individuals who fail to
      return the enrollment application within thirty (30) days. The LDSS may
      employ other methods during the choice period to encourage individuals to
      choose an MCO prior to auto-assignment.

4.    The LDSS is responsible for providing notification to individuals
      regarding their enrollment status as specified in Section A of this
      Appendix.

MCO RESPONSIBILITIES:

1)    The Contractor is also responsible for providing notification to
      individuals regarding their enrollment status as specified in Section A of
      this Appendix.

D.    ROSTER RECONCILIATION:

All enrollments are effective the first of the month.

SDOH Responsibilities:

1)    The SDOH maintains both the PCP subsystem enrollment files and the WMS
      eligibility files, using data input by the LDSS. SDOH uses data contained
      in both these files to generate the Roster.

                                   APPENDIX H
                                October 1, 2004
                                       H-7

<PAGE>

2)    SDOH shall send each MCO and LDSS monthly (according to a schedule
      established by SDOH), a complete list of all Enrollees for which the
      Contractor is expected to assume medical risk beginning on the 1st of
      the following month (First Monthly Roster). Notification to MCOs and LDSS
      will be accomplished via paper transmission, magnetic media, or the HPN.

3)    SDOH shall send each MCO and LDSS monthly, at the time of the first
      monthly roster production, a Disenrollment Report listing those Enrollees
      from the previous month's roster who were disenrolled, transferred to
      another MCO, or whose enrollments were deleted from the file. Notification
      to the MCOs and LDSSs will be accomplished via paper transmission,
      magnetic media, or the HPN.

4)    The SDOH shall also forward an error report as necessary to each MCO and
      LDSS.

5)    On the first (1st) weekend after the first (1st) day of the month
      following the generation of the first (1st) Roster, SDOH shall send MCOs
      and LDSS a second Roster which contains any additional Enrollees that the
      LDSS has added for enrollment for the current month. The SDOH will also
      include any additions to the error report that have occurred since the
      initial error report was generated.

LDSS RESPONSIBILITIES:

1)    LDSS must notify the Contractor electronically or in writing of changes in
      the First Roster and error report, no later than the end of the month.
      (Note: To the extent practicable the date specified must allow for timely
      notice to Enrollees regarding their enrollment status. MCOs and the LDSS
      may develop protocols for the purpose of resolving Roster discrepancies
      that remain unresolved beyond the end of the month. These protocols should
      be contained in Section G of this Appendix.)

2)    Enrollment and eligibility issues are reconciled by the LDSS to the extent
      possible, through manual adjustments to the PCP subsystem enrollment and
      WMS eligibility files, if appropriate.

MCO RESPONSIBILITIES:

1)    The Contractor is at risk for providing Benefit Package services for those
      Enrollees listed on the 1st and 2nd rosters for the month in which the 2nd
      Roster is generated. Contractor is not at risk for providing services to
      Enrollees who appear on the monthly disenrollment report.

2)    The Contractor must submit claims to the State's Fiscal Agent for all
      Eligible Persons that are on the 1st and 2nd Rosters (see Appendix H, page
      7), adjusted to add Eligible Persons enrolled by the LDSS after Roster
      production and to remove individuals disenrolled by LDSS after Roster
      production (as notified to the Contractor). In the cases of retroactive
      disenrollments, the Contractor is responsible for submitting an adjustment
      to void any previously paid premiums for the period of retroactive
      disenrollment, where the Contractor was not at risk for the provision of
      Benefit

                                   APPENDIX H
                                October 1, 2004
                                       H-8

<PAGE>

      Package services. Payment of subcapitation does not constitute "provision
      of Benefit Package services."

E.    DISENROLLMENT:

LDSS RESPONSIBILITIES:

1.    The LDSS will accept requests for disenrollment directly from Enrollees
      and may not require Enrollees to approach the MCO for a disenrollment
      form. Where an LDSS is authorized to mandate enrollment, all requests for
      disenrollment must be directed to the LDSS or the enrollment broker. LDSSs
      and the enrollment broker must utilize the State-approved Disenrollment
      forms.

2.    Enrollees may initiate a request for an expedited disenrollment to the
      LDSS. The LDSS will expedite the disenrollment process in those cases
      where an Enrollee's request for disenrollment involves an urgent medical
      need, a complaint of non-consensual enrollment or, in New York City and
      other local districts where homeless individuals are exempt, homeless
      individuals in the shelter system. If approved, the LDSS will manually
      process the disenrollment through the PCP Subsystem.

3.    The LDSS will process routine disenrollment requests to take effect on the
      first (1st) day of the following month if the request is made BEFORE the
      fifteenth (15th) day of the month. In no event shall the Effective Date of
      Disenrollment be later than the first (1st) day of the second month after
      the month in which an Enrollee requests a disenrollment

4.    The LDSS will disenroll Enrollees automatically upon death or loss of
      Medicaid eligibility. All such disenrollments will be effective at the end
      of the month in which the death or loss of eligibility occurs or at the
      end of the last month of guaranteed eligibility, where applicable.

5.    In districts where the LDSS has the authority to operate a mandatory
      program, and in voluntary counties that enforce lock-in, the LDSS will
      disenroll Enrollees who request disenrollment upon determination that they
      meet good cause requirements as specified in Section 7.3 and 8.7 of this
      Agreement. The LDSS will provide Enrollees with notice of their right to
      request a fair hearing if their disenrollment request is denied. This
      notice must outline the reason(s) for the denial.

6.    The LDSS will promptly disenroll an Enrollee whose managed care
      eligibility or health status changes such that he/she is deemed by the
      LDSS to meet the exclusion criteria. The LDSS will provide Enrollees with
      a notice of their right to request a fair hearing.

                                   APPENDIX H
                                October 1, 2004
                                       H-9

<PAGE>

7.    In instances where an Enrollee requests disenrollment due to exclusion,
      the LDSS must notify the Enrollee of the approval or denial of
      exclusion/disenrollment status, including fair hearing rights if
      disenrollment is denied.

8.    The LDSS agrees that retroactive disenrollments are to be used only when
      absolutely necessary. Circumstances warranting a retroactive disenrollment
      are rare and include when an individual is enrolled or autoassigned while
      meeting exclusion criteria or when an Enrollee enters or resides in a
      residential institution under circumstances which render the individual
      excluded from managed care; is incarcerated; is an SSI infant less than
      six (6) months of age; or dies - as long as the Contractor was not at risk
      for provision of Benefit Package services for any portion of the
      retroactive period. Payment of subcapitation does not constitute
      "provision of Benefit Package services." The LDSS must notify the
      Contractor of the retroactive disenrollment prior to the action. The LDSS
      must find out if the Contractor has made payments to providers on behalf
      of the Enrollee prior to disenrollment. After this information is
      obtained, the LDSS and Contractor will agree on a retroactive
      disenrollment or prospective disenrollment date.

      In all cases of retroactive disenrollment, including disenrollments
      effective the first day of the current month, the local district must
      notice the Contractor at the time of disenrollment, of the Contractors
      responsibility to submit to the SDOH's Fiscal Agent voided premium claims
      for any full months of retroactive disenrollment where the Contractor was
      not at risk for the provision of Benefit Package services during the
      month. However, failure by the LDSS to so notify the Contractor does not
      affect the right of the SDOH to recover the premium payment as authorized
      by Section 3.6 of this Agreement.

                                   APPENDIX H
                                October 1, 2004
                                      H-10

<PAGE>

9.    Generally the effective dates of disenrollment are prospective. Effective
      dates for other than routine disenrollments are described below:

<TABLE>
<CAPTION>
REASON FOR DISENROLLMENT                       EFFECTIVE DATE OF DISENROLLMENT
------------------------                       -------------------------------
<S>                                            <C>
- Infants weighing less than 1200 grams        - First Day of the month of birth
  at birth and other infants under six (6)       or the month of onset of disability,
  months of age who meet the criteria for        whichever is later
  the SSI or SSI related category

- Death of Enrollee                            - First day of the month after
                                                 death

- Incarceration                                - First day of the month
                                                 after incarceration

- Enrollee entered or stayed in a residential  - First day of the month
  institution under circumstances which          following entry or first day of
  rendered the individual excluded from          the month following
  managed care, including when an Enrollee is    classification of the stay as
  admitted to a hospital that 1) is certified    permanent, subsequent to
  by Medicare as a long-term care hospital and   entry(1)
  2) has an average length of stay for all
  patients greater than ninety-five (95) days
  as reported in the Statewide Planning and
  Research Cooperative System (SPARCS) Annual
  Report 2002.

- Individual enrolled or autoassigned          - Effective Date of Enrollment
  while meeting exclusion criteria               in the Contractor's Plan.

  Move by Enrollee

      -  (Non-NYC)-Enrollee moved              - First day of the month after
         outside of the Service Area of the      the update of the system with
         contract                                the new address(2)


      -  (NYC)-Enrollee moved outside of       - First day of month after the
         New York City                           update of the system with the
                                                 new address(3)
</TABLE>

     (1)Local districts shall make adjustments as necessary to allow a
     residential institution to be reimbursed by SDOH's Fiscal Agent for
     services provided by the residential institution if such stay is under
     circumstances which render the Enrollee excluded from managed care. However
     in such instances, if the Contractor was at risk for providing Benefit
     Package services to the Enrollee for a portion of the month, the Contractor
     is entitled to keep the capitation payment for the month.

     (2) In counties outside of New York City, LDSSs should work together to
     ensure continuity of care through the Contractor if the Contractor's
     service area includes the county to which the Enrollee has moved and the
     Enrollee, with continuous eligibility, wishes to stay enrolled in the
     Contractor's plan.

                                   APPENDIX H
                                October 1, 2004
                                       H-11

<PAGE>
      (3)In New York City, Enrollees, not in guaranteed status, who move out of
      the Contractor's Service Area but not outside, of the City of New York
      (e.g., move from one borough to another), will not be involuntarily
      disenrolled, but must request a disenrollment or transfer. These
      disenrollments will be performed on a routine basis unless there is an
      urgent medical need to expedite the disenrollment.

10.   The LDSS is responsible for informing Enrollees of their right to change
      MCOs including any applicable lock-in restrictions. For those LDSSs that
      have implemented a mandatory enrollment program, families or members of a
      case wishing to change MCOs will be required to do so as a unit, unless
      the LDSS determines a "good cause" reason to waive this requirement as
      specified in Section 6.6(c)(i) of this Agreement.

11.   The LDSS will render a decision within thirty (30) days of the receipt of
      a fully documented request for disenrollment, except for
      Contractor-initiated disenrollments where the LDSS decision must be made
      within fifteen (15) days as specified in Section 8.8 (g) of this
      Agreement.

12.   The LDSS is responsible for sending the following notices to Enrollees
      regarding their disenrollment status. Where practicable, the process will
      allow for timely notification to Enrollees unless there is "good cause" to
      disenroll more expeditiously.

      a)    Notice of Disenrollment: These notices will advise the Enrollee of
            the LDSS's determination regarding an Enrollee-initiated,
            LDSS-initiated or Contractor-initiated disenrollment and will
            include the Effective Date of Disenrollment. In cases where the
            Enrollee is being involuntarily disenrolled, the notice must contain
            fair hearing rights.

      b)    When the LDSS denies any Enrollee's request for disenrollment
            pursuant to Section 8 of the contract, the LDSS must inform the
            Enrollee in writing explaining the reason for the denial, stating
            the facts upon which the denial is based, citing the statutory and
            regulatory authority and advising the Enrollee of his/her right to a
            fair hearing pursuant to 18NYCRR Part 358.

      c)    End of Lock-In Notice: Where Lock-In provisions are enforced,
            Enrollees must be notified sixty (60) days before the end of their
            Lock-In Period.

      d)    Notice of Change to "Guarantee Coverage": This notice will advise
            the Enrollee that his or her Medicaid coverage is ending and how
            this affects his or her enrollment in Medicaid managed care. This
            notice contains pertinent information regarding "guaranteed
            eligibility" benefits and dates of coverage. If an Enrollee is not
            eligible for guarantee, this notice is not necessary.

                                   APPENDIX H
                                October 1, 2004
                                      H-12

<PAGE>

13.   The LDSS may require that an individual that has been disenrolled at the
      request of the Contractor be returned to the Medicaid fee-for-service
      program.

14.   In those instances where the LDSS approves the Contractor's request to
      disenroll an Enrollee, and the Enrollee requests a fair hearing, the
      Contractor will continue to keep the Enrollee in the plan until the
      disposition of the fair hearing, when Aid to Continue is ordered by OAH.

15.   The LDSS will review each Contractor requested disenrollment in accordance
      with the provisions of Section 8.8 of this Agreement. Where applicable,
      the LDSS may consult with local mental health and substance abuse
      authorities in the district when making the determination to approve or
      disapprove the request.

16.   The LDSS shall establish procedures whereby the Contractor refers cases
      which are appropriate for an LDSS-initiated disenrollment and submits
      supporting documentation to the LDSS.

17.   After the LDSS receives and, if appropriate, approves the request for
      disenrollment either from the Enrollee or the Contractor, the LDSS will
      update the PCP subsystem file with an end date. MEVS and the Fiscal Agent
      are then updated to reflect the Enrollee's return to fee-for-service
      processing. The Enrollee is removed from the Contractor's Roster.

MCO RESPONSIBILITIES:

1.    In those instances where the Contractor directly receives disenrollment
      forms, the Contractor will forward these disenrollments to the LDSS for
      processing within five (5) business days (or according to Section F of
      this Appendix). During pulldown week, these forms may be faxed to the LDSS
      with the hard copy to follow.

2.    The Contractor must accept and transmit all requests for voluntary
      disenrollments from its Enrollees to the LDSS, and shall not impose any
      barriers to disenrollment requests. The Contractor may require that a
      disenrollment request be in writing, contain the signature of the
      Enrollee, and state the Enrollee's correct MCO or Medicaid identification
      number.

3.    Following LDSS procedures, the Contractor will refer cases which are
      appropriate for an LDSS-initiated disenrollment and will submit supporting
      documentation to the LDSS. This includes, but is not limited to, changes
      in status for its enrolled members that may impact eligibility for
      enrollment in an MCO such as address changes, incarceration, death,
      exclusion from managed care, etc.

4.    With respect to Contractor-initiated disenrollments:

      a)    The Contractor may initiate an involuntary disenrollment if the
            Enrollee engages in conduct or behavior that seriously impairs the
            Contractor's ability

                                   APPENDIX H
                                October 1, 2004
                                      H-13

<PAGE>

            to furnish services to either the Enrollee or other Enrollee's,
            provided that the Contractor has made and documented reasonable
            efforts to resolve the problems presented by the Enrollee.

      b)    The Contractor may not request disenrollment because of an adverse
            change in the Enrollee's health status or because of the Enrollee's
            utilization of medical services, diminished mental capacity, or
            uncooperative or disruptive behavior resulting from the Enrollee's
            special needs (except where continued enrollment in the Contractor's
            plan seriously impairs the Contractor's ability to furnish services
            to either the Enrollee or other Enrollees).

      c)    The Contractor must make a reasonable effort to identify for the
            Enrollee, both verbally and in writing, those actions of the
            Enrollee that have interfered with the effective provision of
            covered services as well as explain what actions or procedures are
            acceptable.

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

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

5.    The Contractor will not consider an Enrollee disenrolled without
      confirmation from the LDSS or the Roster (as described in Section D of
      this Appendix).

F.    EXPEDITED DISENROLLMENTS

 Enrollees may request an expedited disenrollment if they have an urgent medical
 need to disenroll, if they were non-consensually enrolled in a managed care
 plan, or, if they are homeless and residing in the shelter system in New York
 City or other local districts where homeless individuals are exempt.
 Individuals who request to be disenrolled from managed care based on their
 documented 1 HIV, ESRD, or SPMI/SED status are categorically eligible for an
 expedited disenrollment on the basis of urgent medical need.

LDSS RESPONSIBILITIES:

1.    The LDSS, to the extent possible, will process an expedited disenrollment
      within two business days of its determination that an expedited
      disenrollment is warranted. A disenrollment notice must be sent to the
      Enrollee outlining approval of the disenrollment request, including the
      Effective Date of Disenrollment.

                                   APPENDIX H
                                October 1, 2004
                                      H-14

<PAGE>

2.    The Effective Date of Disenrollments resulting from expedited processing
      are as follows:

<TABLE>
<CAPTION>
REASON FOR DISENROLLMENT                       EFFECTIVE DATE OF DISENROLLMENT
------------------------                       --------------------------------
<S>                                            <C>
Urgent medical need                            First day of the next month after
                                               determination except where
                                               medical need requires an earlier
                                               disenrollment

Non-consensual enrollment                      Retroactive to the first day of
                                               the month of enrollment

Homeless individuals residing in the shelter   Retroactive to the first day of
system in NYC or in other districts where      the month of the request
homeless individuals are exempt
</TABLE>

G.    LDSS AND PLAN SPECIFIC ADDENDA TO APPENDIX H.

LDSS Name    DUTCHESS COUNTY

MCO Name     WELLCARE OF NEW YORK,INC.


                                   APPENDIX H
                                October 1, 2005
                                      H-15
<PAGE>


                                   APPENDIX I

                       NEW YORK STATE DEPARTMENT OF HEALTH
                     GUIDELINES FOR USE OF MEDICAL RESIDENTS

                                  APPENEDIX I
                                October 1, 2004
                                      I-1
<PAGE>

                                   APPENDIX I

                                MEDICAL RESIDENTS

(a)   Medical Residents as Primary Care Providers. MCOs may utilize medical
      residents as participants (but not designated as 'primary care providers')
      in the care of Enrollees as long as all of the following conditions are
      met:

      1)    Residents are a part of patient care teams headed by fully licensed
            and MCO credentialed attending physicians serving patients in one or
            more training sites in an "up weighted" or "designated priority"
            residency program. Residents in a training program which was
            disapproved, as a designated priority program solely due to the
            outcome measurement requirement for graduates may be eligible to
            participate in such patient care teams.

      2)    Only the attending physicians and nurse practitioners on the
            training team, not residents, may be credentialed to the MCO and may
            be empanelled with Enrollees. Enrollees must be assigned an
            attending physician or certified nurse practitioner to act as their
            PCP, though residents on the team may perform all or many of the
            visits to the Enrollee as long as the majority of these visits are
            under the direct supervision of the Enrollee's designated PCP.
            Enrollees have the right to request care by their PCP in addition or
            instead of being seen by a resident.

      3)    Residents may work with attending physicians and certified nurse
            practitioners to provide continuity of care to patients under the
            supervision of the patient's PCP. Patients must be made aware of the
            resident/attending relationship and be informed of their rights to
            be cared for directly by their PCP.

      4)    Residents eligible to be involved in a continuity relationship with
            patients must be available at least 20% of the total training time
            in the continuity of care setting and no less than 10% of training
            time in any training year must be in the continuity of care setting
            and no fewer than nine (9) months a year must be spent in the
            continuity of care setting.

      5)    Residents meeting these criteria provide increased capacity for
            enrollment to their team according to the following formula:

                     PGY-1            300 per FTE
                     PGY-2            750 per FTE
                     PGY-3            1125 per FTE
                     PGY-4            1500 per FTE

      Only hours spent routinely scheduled for patient care in the continuity of
      care training site may count as providing capacity and are based on 1.0
      FTE=40 hours.

                                  APPENEDIX I
                                October 1, 2004
                                      I-2

<PAGE>

      6)    In order for a resident to provide continuity of care to an
            Enrollee, both the resident and the attending PCP must have regular
            hours in the continuity site and must be scheduled to be in the site
            together the majority of the time.

      7)    A preceptor/attending is required to be present a minimum of sixteen
            (16) hours of combined precepting and direct patient care in the
            primary care setting to be counted as a team supervising PCP and
            accept an increased number of Enrollees based upon the residents
            working on his/her team. Time spent in patient care activities at
            other clinical sites or in other activities off-site is not counted
            towards this requirement.

      8)    A sixteen (16) hour per week attending may have no more than four
            (4) residents on their team. Attendings spending twenty-four (24)
            hours per week in patient care/supervisory activity at the
            continuity site could have six (6) residents per team. Attendings
            spending thirty-two (32) hours per week could have eight (8)
            residents on their team. Two (2) or more attendings may join
            together to form a larger team as long as the ratio of attending to
            residents does not exceed 1:4 and all attendings comply with the
            sixteen (16) hour minimum.

      9)    Specialty consults must be performed or directly supervised by a MCO
            credentialed specialist. The specialist may be assisted by a
            resident or fellow.

      10)   Responsibility for the care of the Enrollee remains with the
            attending physician. All attending/resident teams must provide
            adequate continuity of care, twenty-four (24) hour a day, seven (7)
            day a week coverage, and appointment and availability access.

      11)   Residents who do not qualify to act as continuity providers as part
            of an attending/resident team may sill participate in the episodic
            care of Enrollees as long as that care is under the supervision of
            an attending physician credentialed to a MCO. Such residents would
            not add to the capacity of that attending to empanel Enrollees,
            however.

      12)   Certified nurse practitioners and registered physician's assistants
            may not act as attending preceptors for resident physicians.

(B)   MEDICAL RESIDENTS AS SPECIALTY CARE PROVIDERS

      (1)   Residents may participate in the specialty care of Medicaid managed
            care patients in all settings supervised by fully licensed and
            MCO/PHSP credentialed specialty attending physicians.

      (2)   Only the attending physicians, not residents or fellows, may be
            credentialed by the MCO. Each attending must be credentialed by each

                                  APPENEDIX I
                                October 1, 2004
                                      I-3

<PAGE>

            MCO with which they will participate. Residents may perform all or
            many of the clinical services for the Enrollee as long as these
            clinical services are under the supervision of an appropriately
            credentialed specialty physician. Even when residents are
            credentialed by their program in particular procedures, certifying
            their competence to perform and teach those procedures, the overall
            care of each Enrollee remains the responsibility of the supervising
            MCO-credentialed attending.

      (3)   It is understood that many Enrollees will identify a resident as
            their specialty provider but the responsibility for all clinical
            decision-making remains with the attending physician of record.

      (4)   Enrollees must be given the name of the responsible attending
            physician in writing and be told how they may contact their
            attending physician or covering physician, if needed. This allows
            Enrollees to assist in the communication between their primary care
            provider and specialty attending and enables them to reach the
            specialty attending if an emergency arises in the course of their
            care. Enrollees must be made aware of the resident/attending
            relationship and must have a right to be cared for directly by the
            responsible attending physician, if requested.

      (5)   Enrollees requiring ongoing specialty care must be cared for in a
            continuity of care setting. This requires the ability to make
            follow-up appointments with a particular resident/attending
            physician, or if that provider team is not available, with a member
            of the provider's coverage group in order to insure ongoing
            responsibility for the patient by his/her MCO credentialed
            specialist. The responsible specialist and his/her specialty
            coverage group must be identifiable to the patient as well as to the
            referring primary care provider.

      (6)   Attending specialists must be available for emergency consultation
            and care during non-clinic hour's Emergency coverage may be provided
            by residents under adequate supervision. The attending or a member
            of the attending's coverage group must be available for telephone
            and/or in-person consultation when necessary.

      (7)   All training programs participating in Medicaid managed care must be
            accredited by the appropriate academic accrediting agency.

      (8)   All sites in which residents train must produce legible (preferably
            typewritten) consultation reports. Reports must be transmitted such
            they are received in a time frame consistent with the clinical
            condition of the patient, the urgency of the problem and the need
            for follow-up by the primary care physician. At a minimum, reports
            should be transmitted so that they are received no later than two
            (2) weeks from the date of the specialty visit.

                                  APPENEDIX I
                                October 1, 2004
                                       I-4

<PAGE>

      (9)   Written reports are required at the time of initial consultation and
            again with the receipt of all major significant diagnostic
            information or changes in therapy. In addition, specialists must
            promptly report to the referring primary care physician any
            significant findings or urgent changes in therapy which result from
            the specialty consultation.

All training sites must deliver the same standard of care to all patients
irrespective of payor. Training sites must integrate the care of Medicaid,
uninsured and private patients in the same settings.

                                  APPENEDIX I
                                October 1, 2004
                                       I-5

<PAGE>

                                   APPENDIX J

            NEW YORK STATE DEPARTMENT OF HEALTH GUIDELINES OF FEDERAL
                         AMERICANS WITH DISABILITIES ACT

                                   APPENDIX J
                                October 1, 2004
                                       J-1

<PAGE>

                     GUIDELINES FOR MEDICAID MCO COMPLIANCE
                 WITH THE AMERICANS WITH DISABILITIES ACT (ADA)

I.    OBJECTIVES

Title II of the Americans With Disabilities Act (ADA) and Section 504 of the
Rehabilitation Act of 1973 (Section 504) provides that no qualified individual
with a disability shall, by reason of such disability, be excluded from
participation in or denied access to the benefits of services, programs or
activities of a public entity, or be subject to discrimination by such an
entity. Public entities include State and local government and ADA and Section
504 requirements extend to all programs and services provided by State and local
government. Since Medicaid is a government program, health services provided
through Medicaid Managed Care must be accessible to all who qualify for the
program.

MCO responsibilities for compliance with the ADA are imposed under Title II and
Section 504 when, as a contractor in a Medicaid program, a plan is providing a
government service. If an individual provider under contract with the MCO is not
accessible, it is the responsibility of the MCO to make arrangements to assure
that alternative services are provided. The MCO may determine it is expedient to
make arrangements with other providers, or to describe reasonable alternative
means and methods to make these services accessible through its existing
contractors. The goals of compliance with ADA Title II requirements are to offer
a level of services that allows people with disabilities access to the program
in its entirety, and the ability to achieve the same health care results as any
program participant.

MCO responsibilities for compliance with the ADA are also imposed under Title
III when the MCO functions as a public accommodation providing services to
individuals (e.g. program areas and sites such as marketing, education, member
services, orientation, complaints and appeals). The goals of compliance with ADA
Title III requirements are to offer a level of services that allows people with
disabilities full and equal enjoyment of the goods, services, facilities or
accommodations that the entity provides for its customers or clients. New and
altered areas and facilities must be as accessible as possible. Whenever MCOs
engage in new construction or renovation, compliance is also required with
accessible design and construction standards promulgated pursuant to the ADA as
well as State and local laws. Title III also requires that public accommodations
undertake "readily achievable barrier removal" in existing facilities where
architectural and communications barriers can be removed easily and without much
difficulty or expense.

The state uses Plan Qualification Standards to qualify MCOs for participation in
the Medicaid Managed Care Program. Pursuant to the state's responsibility to
assure program access to all recipients, the Plan Qualification Standards
require each MCO to submit an ADA Compliance Plan that describes in detail how
the MCO will make services, programs and activities readily accessible and
useable by

                                   APPENDIX J
                                October 1, 2004
                                       J-2

<PAGE>

individuals with disabilities. In the event that certain program sites are not
readily accessible, the MCO must describe reasonable alternative methods for
making the services or activities accessible and usable.

The objectives of these guidelines are threefold:

      -     to ensure that MCOs take appropriate steps to measure access and
            assure program accessibility for persons with disabilities;

      -     to provide a framework for managed care organizations (MCOs) as they
            develop a plan to assure compliance with the Americans with
            Disabilities Act (ADA); and

      -     to provide standards for the review of MCO Compliance Plans.

These guidelines include a general standard followed by a discussion of specific
considerations and suggestions of methods for assuring compliance. Please be
advised that, although these guidelines and any subsequent reviews by State and
local governments can give the contractor guidance, it is ultimately the
contractor's obligation to ensure that it complies with its contractual
obligations, as well as with the requirements of the ADA, Section 504, and other
federal, state and local laws. Other federal, state and local statutes and
regulations also prohibit discrimination on the basis of disability and may
impose requirements in addition to those established under ADA. For example,
while the ADA covers those impairments that "substantially" limit one or more of
the major life activities of an individual, New York City Human Rights Law
deletes the modifier "substantially".

II.   DEFINITIONS

A.    "Auxiliary aids and services" may include qualified interpreters, note
      takers, computer-aided transcription services, written materials,
      telephone handset amplifiers, assistive listening systems, telephones
      compatible with hearing aids, closed caption decoders, open and closed
      captioning, telecommunications devices for enrollees who are deaf or hard
      of hearing (TTY/TDD), video test displays, and other effective methods of
      making aurally delivered materials available to individuals with hearing
      impairments; qualified readers, taped texts, audio recordings, Brailled
      materials, large print materials, or other effective methods of making
      visually delivered materials available to individuals with visual
      impairments.

B.    "Disability" means a mental or physical impairment that substantially
      limits one or more of the major life activities of an individual; a record
      of such impairment; or being regarded as having such an impairment.

                                   APPENDIX J
                                October 1, 2004
                                       J-3

<PAGE>

III.  SCOPE OF MCO COMPLIANCE PLAN

      The MCO Compliance Plan must address accessibility to services at the
      MCO's program sites, including both participating provider sites and MCO
      facilities intended for use by enrollee.

IV.   PROGRAM ACCESSIBILITY

      Public programs and services, when viewed in their entirety, must be
      readily accessible to and useable by individuals with disabilities. This
      standard includes physical access, non-discrimination in policies and
      procedures and communication. Communications with individuals with
      disabilities are required to be as effective as communications with
      others. The MCO Compliance Plan must include a detailed description of how
      MCO services, programs and activities are readily accessible and usable by
      individuals with disabilities. In the event that full physical
      accessibility is not readily available for people with disabilities, the
      MCO Compliance Plan will describe the steps or actions the MCO will take
      to assure accessibility to services equivalent to those offered at the
      inaccessible facilities.

IV    PROGRAM ACCESSIBILITY

A.    PRE-ENROLLMENT MARKETING AND EDUCATION

STANDARD FOR COMPLIANCE;

Marketing staff, activities and materials will be made available to persons with
disabilities. Marketing materials will be made available in alternative formats
(such as Braille, large print, audio tapes) so that they are readily usable by
people with disabilities.

SUGGESTED METHODS FOR COMPLIANCE

1.    Activities held in physically accessible location, or staff at activities
      available to meet with person in an accessible location as necessary

2.    Materials available in alternative formats, such as Braille, large print,
      audio tapes

3.    Staff training which includes training and information regarding
      attitudinal barriers related to disability

4.    Activities and fairs that include sign language interpreters or the
      distribution of a written summary of the marketing script used by plan
      marketing representatives

5.    Enrollee health promotion material/activities targeted specifically to
      persons with disabilities (e.g. secondary infection prevention,

                                   APPENDIX J
                                 October 1, 2004
                                       J-4

<PAGE>

      decubitus prevention, special exercise programs, etc.)

6.    Policy statement that marketing representatives will offer to read or
      summarize to blind or vision impaired individuals any written material
      that is typically distributed to all enrollees

7.    Staff/resources available to assist individuals with cognitive impairments
      in understanding materials

COMPLIANCE PLAN SUBMISSION

1.    A description of methods to ensure that the MCO's marketing presentations
      (materials and communications) are accessible to persons with auditory,
      visual and cognitive impairments

2.    A description of the MCO's policies and procedures, including marketing
      training, to ensure that marketing representatives neither screen health
      status nor ask questions about health status or prior health care services

IV.   PROGRAM ACCESSIBILITY

B.    MEMBER SERVICES DEPARTMENT

Member services functions include the provision to enrollees of information
necessary to make informed choices about treatment options, to effectively
utilize the health care resources, to assist enrollees in making appointments,
and to field questions and complaints, to assist enrollees with the complaint
process.

B1.   ACCESSIBILITY

STANDARD FOR COMPLIANCE:

Member Services sites and functions will be made accessible to, and usable by,
people with disabilities.

SUGGESTED METHODS FOR COMPLIANCE (include, but are not limited to those
identified below)

1.    Exterior routes of travel, at least 36" wide, from parking areas or public
      transportation stops into the MCO's facility

2.    If parking is provided, spaces reserved for people with disabilities,
      pedestrian ramps at sidewalks, and dropoffs

3.    Routes of travel into the facility are stable, slip-resistant, with all
      steps > 1/2" ramped, doorways with minimum 32" opening

4.    Interior halls and passageways providing a clear and unobstructed path or
      travel at least 36" wide to bathrooms and other rooms commonly used by
      enrollees

5.    Waiting rooms, restrooms, and other rooms used by enrollees are accessible
      to people with disabilities

6.    Sign language interpreters and other auxiliary aids and services provided
      in appropriate circumstances

                                   APPENDIX J
                                October 1, 2004
                                      J-5

<PAGE>

7.    Materials available in alternative formats, such as Braille, large print,
      audio tapes

8.    Staff training which includes sensitivity training related to disability
      issues [Resources and technical assistance are available through the NYS
      Office of Advocate for Persons with Disabilities - V/TTY (800) 522-4369;
      and the NYC Mayor's Office for People with Disabilities - (212) 788-2830
      or TTY (212)788-2838]

9.    Availability of activities and educational materials tailored to specific
      conditions/illnesses and secondary conditions that affect these
      populations (e.g. secondary infection prevention, decubitus prevention,
      special exercise programs, etc.)

10.   MCO staff trained in the use of telecommunication devices for enrollees
      who are deaf or hard of hearing (TTY/TDD) as well as in the use of NY
      Relay for phone communication

11.   New enrollee orientation available in audio or by interpreter services

12.   Policy that when member services staff receive calls through the NY Relay,
      they will offer to return the call utilizing a direct TTY/TDD connection

COMPLIANCE PLAN SUBMISSION

1.    A description of accessibility to the member services department or
      reasonable alternative means to access member services for enrollees using
      wheelchairs (or other mobility aids)

2.    A description of the methods the member services department will use to
      communicate with enrollees who have visual or hearing impairments
      including any necessary auxiliary aid/services for enrollees who are deaf
      or hard of hearing, and TTY/TDD technology or NY Relay Service available
      through a toll-free telephone number

3.    A description of the training provided to member services staff to assure
      that staff adequately understands how to implement the requirements of the
      program, and of these guidelines, and are sensitive to the needs of
      persons with disabilities

IV.   PROGRAM ACCESSIBILITY

B2.   IDENTIFICATION OF ENROLLEES WITH DISABILITIES

STANDARD FOR COMPLIANCE:

MCOs must have in place satisfactory methods/guidelines for identifying persons
at risk of, or having, chronic diseases and disabilities and determining their
specific needs in terms of specialist physician referrals, durable medical
equipment, medical supplies, home health services etc. MCOs may not discriminate
against a potential enrollee based on his/her current health status or
anticipated need for future health care. MCOs may not discriminate on the basis
of disability, or perceived disability of an enrollee or their family member.
Health assessment forms may not be used by plans prior to enrollment. ( Once a
plan has been chosen, a health assessment form may be used to assess the
person's health care needs.)

                                   APPENDIX J
                                October 1, 2004
                                      J-6


<PAGE>

SUGGESTED METHODS FOR COMPLIANCE

1.    Appropriate post enrollment health screening for each enrollee, using an
      appropriate health screening tool

2.    Patient profiles by condition/disease for comparative analysis to national
      norms, with appropriate outreach and education

3.    Process for follow-up of needs identified by initial screening; e.g.
      referrals, assignment of case manager, assistance with scheduling/keeping
      appointments

4.    Enrolled population disability assessment survey

5.    Process for enrollees who acquire a disability subsequent to enrollment to
      access appropriate services

COMPLIANCE PLAN SUBMISSION

1.    A description of how the MCO will identify special health care, physical
      access or communication needs of enrollees on a timely basis, including
      but not limited to the health care needs of enrollees who:

      -     are blind or have visual impairments, including the type of
            auxiliary aids and services required by the enrollee

      -     are deaf or hard of hearing, including the type of auxiliary aids
            and services required by the enrollee

      -     have mobility impairments, including the extent, if any, to which
            they can ambulate

      -     have other physical or mental impairments or disabilities, including
            cognitive impairments

      -     have conditions which may require more intensive case management

IV.   PROGRAM ACCESSIBILITY

B3.   NEW ENROLLEE ORIENTATION

STANDARD FOR COMPLIANCE:

Enrollees will be given information sufficient to ensure that they understand
how to access medical care through the plan. This information will be made
accessible to, and usable by, people with disabilities.

SUGGESTED METHODS FOR COMPLIANCE

1.    Activities held in physically accessible location, or staff at activities
      available to meet with person in an accessible location as necessary

2.    Materials available in alternative formats, such as Braille, large print,
      audio tapes

3.    Staff training which includes sensitivity training related to disability
      issues [Resources and technical assistance are available

                                   APPENDIX J
                                October 1, 2004
                                      J-7
<PAGE>

      through the NYS Office of Advocate for Persons with Disabilities - V/TTY
      (800) 522-4369; and the NYC Mayor's Office for People with Disabilities -
      (212) 788-2830 or TTY (212)788-2838]

4.    Activities and fairs that include sign language interpreters or the
      distribution of a written summary of the marketing script used by plan
      marketing representatives

5.    Include in written/audio materials available to all enrollees information
      regarding how and where people with disabilities can access help in
      getting services, for example help with making appointments or for
      arranging special transportation, an interpreter or assistive
      communication devices

6.    Staff/resources available to assist individuals with cognitive impairments
      in understanding materials

COMPLIANCE PLAN SUBMISSION

1.    A description of how the MCO will advise enrollees with disabilities,
      during the new enrollee orientation on how to access care

2.    A description of how the MCO will assist new enrollees with disabilities
      (as well as current enrollees who acquire a disability) in selecting or
      arranging an appointment with a Primary Care Practitioner (PCP)

      -     This should include a description of how the MCO will assure and
            provide notice to enrollees who are deaf or hard of hearing, blind
            or who have visual impairments, of their right to obtain necessary
            auxiliary aids and services during appointments and in scheduling
            appointments and follow-up treatment with participating providers

      -     In the event that certain provider sites are not physically
            accessible to enrollees with mobility impairments, the MCO will
            assure that reasonable alternative site and services are available

3.    A description of how the MCO will determine the specific needs of an
      enrollee with or at risk of having a disability/chronic disease, in terms
      of specialist physician referrals, durable medical equipment (including
      assistive technology and adaptive equipment), medical supplies and home
      health services and will assure that such contractual services are
      provided

4.    A description of how the MCO will identify if an enrollee with a
      disability requires on-going mental health services and how MCO will
      encourage early entry into treatment

5.    A description of how the MCO will notify enrollees with disabilities as to
      how to access transportation, where applicable

IV.   PROGRAM ACCESSIBILITY

B4.   COMPLAINTS AND APPEALS

STANDARD FOR COMPLIANCE:

The MCO will establish and maintain a procedure to protect the rights and
interests of both enrollees and managed care plans by receiving, processing, and
resolving grievances and complaints in an expeditious manner, with the goal of
ensuring resolution of complaints and

                                   APPENDIX J
                                 October 1, 2004
                                       J-8
<PAGE>
access to appropriate services as rapidly as possible.

All enrollees must be informed about the complaint process within their plan and
the procedure for filing complaints. This information will be made available
through the member handbook, the SDOH toll-free complaint line [1-(800)
206-8125] and the plan's complaint process annually, as well as when the MCO
denies a benefit or referral. The MCO will inform enrollees of: the MCO's
complaint procedure; enrollees' right to contact the local district or SDOH with
a complaint, and to file an appeal or request a fair hearing; the right to
appoint a designee to handle a complaint or appeal; the toll free complaint
line. The MCO will maintain designated staff to take and process complaints, and
be responsible for assisting enrollees in complaint resolution.

The MCO will make all information regarding the complaint process available to
and usable by people with disabilities, and will assure that people with
disabilities have access to sites where enrollees typically file complaints and
requests for appeals.

SUGGESTED METHODS FOR COMPLIANCE

1.    800 complaint phone line with TDD/TTY capability

2.    Staff trained in complaint process, and able to provide interpretive or
      assistive support to enrollee during the complaint process

3.    Notification materials and complaint forms in alternative formats for
      enrollees with visual or hearing impairments

4.    Availability of physically accessible sites, e.g. member services
      department sites

5.    Assistance for individuals with cognitive impairments

COMPLIANCE PLAN SUBMISSION

1.    A description of how MCO's complaint and appeal procedures shall be
      accessible for persons with disabilities, including:

      -     procedures for complaints and appeals to be made in person at sites
            accessible to persons with mobility impairments

      -     procedures accessible to persons with sensory or other impairments
            who wish to make verbal complaints, and to communicate with such
            persons on an ongoing basis as to the status or their complaints and
            rights to further appeals

      -     description of methods to ensure notification material is available
            in alternative formats for enrollees with vision and hearing
            impairments

2.    A description of how MCOs monitor complaints and grievances related to
      people with disabilities. Also, as part of the Compliance Plan, MCOs must
      submit a summary report based on the MCO's most recent year's complaint
      data.

                                   APPENDIX J
                                October 1, 2004
                                       J-9
<PAGE>

IV.   PROGRAM ACCESSIBILITY

C.    CASE MANAGEMENT

STANDARD FOR COMPLIANCE:

MCOs must have in place adequate case management systems to identify the service
needs of all enrollees, including enrollees with chronic illness and enrollees
with disabilities, and ensure that medically necessary covered benefits are
delivered on a timely basis. These systems must include procedures for standing
referrals, specialists as PCPs, and referrals to specialty centers for enrollees
who require specialized medical care over a prolonged period of time (as
determined by a treatment plan approved by the MCO in consultation with the
primary care provider, the designated specialist and the enrollee or his/her
designee), out of plan referrals and continuation of existing treatment
relationships with out-of-plan providers (during transitional
period).

SUGGESTED METHODS FOR COMPLIANCE

1.    Procedures for requesting specialist physicians to function as PCP

2.    Procedures for requesting standing referrals to specialists and/or
      specialty centers, out of plan referrals, and continuation of existing
      treatment relationships.

3.    Procedures to meet enrollee needs for, durable medical equipment, medical
      supplies, home visits as appropriate

4.    Appropriately trained MCO staff to function as case managers for special
      needs populations, or sub-contract arrangements for case management

5.    Procedures for informing enrollees about the availability of case
      management services

COMPLIANCE PLAN SUBMISSION

1.    A description of the MCO case management program for people with
      disabilities, including case management functions, procedures for
      qualifying for and being assigned a case manager, and description of case
      management staff qualifications

2.    A description of the MCO's model protocol to enable participating
      providers, at their point of service, to identify enrollees who require a
      case manager

3.    A description of the MCO's protocol for assignment of specialists as PCP,
      and for standing referrals to specialists and specialty centers,
      out-of-plan referrals and continuing treatment relationships

4.    A description of the MCO's notice procedures to enrollees regarding the
      availability of case management services, specialists as PCPs, standing
      referrals to specialists and specialty centers, out-of-plan referrals and
      continuing treatment relationships

                                   APPENDIX J
                                October 1, 2004
                                      J-10
<PAGE>

IV.   PROGRAM ACCESSIBILITY

D.    PARTICIPATING PROVIDERS

STANDARD FOR COMPLIANCE:

MCOs networks will include all the provider types necessary to furnish the
benefit package, to assure appropriate and timely health care to all enrollees,
including those with chronic illness and/or disabilities. Physical accessibility
is not limited to entry to a provider site, but also includes access to services
within the site, e.g. exam tables and medical equipment.

SUGGESTED METHODS FOR COMPLIANCE

1.    Process for MCO to evaluate provider network to ascertain the degree of
      provider accessibility to persons with disabilities, to identify barriers
      to access and required modifications to policies/procedures

2.    Model protocol to assist participating providers, at their point of
      service, to identify enrollees who require case manager, audio, visual,
      mobility aids, or other accommodations

3.    Model protocol for determining needs of enrollees with mental disabilities

4.    Use of Wheelchair Accessibility Certification Form (see attached)

5.    Submission of map of physically accessible sites

6.    Training for providers re: compliance with Title III of ADA, e.g. site
      access requirements for door widths, wheelchair ramps, accessible
      diagnostic/treatment rooms and equipment; communication issues;
      attitudinal barriers related to disability, etc. [Resources and technical
      assistance are available through the NYS Office of Advocate for Persons
      with Disabilities -V/TTY (800) 522-4369; and the NYC Mayor's Office for
      People with Disabilities - (212) 788-2830 or TTY (212)788-2838]

7.    Use of ADA Checklist for Existing Facilities and NYC Addendum to OAPD ADA
      Accessibility Checklist as guides for evaluating existing facilities and
      for new construction and/or alteration.

COMPLIANCE PLAN SUBMISSION

1.    A description of how MCO will ensure that its participating provider
      network is accessible to persons with disabilities. This includes the
      following:

      -     Policies and procedures to prevent discrimination on the basis of
            disability or type of illness or condition

      -     Identification of participating provider sites which are accessible
            by people with mobility impairments, including people using mobility
            devices. If certain provider sites are not physically accessible to
            persons with disabilities, the MCO shall describe reasonable,
            alternative means that result in making the provider services
            readily accessible.

      -     Identification of participating provider sites which do not have
            access to sign language interpreters or reasonable alternative

                                   APPENDIX J
                                 October 1, 2004
                                      J-11
<PAGE>

            means to communicate with enrollees who are deaf or hard of hearing;
            and for those sites describe reasonable alternative methods to
            ensure that services will be made accessible

      -     Identification of participating providers which do not have adequate
            communication systems for enrollees who are blind or have vision
            impairments (e.g. raised symbol and lettering or visual signal
            appliances), and for those sites describe reasonable alternative
            methods to ensure that services will be made accessible

2.    A description of how the MCO's specialty network is sufficient to meet the
      needs of enrollees with disabilities

3.    A description of methods to ensure the coordination of out-of-network
      providers to meet the needs of the enrollees with disabilities

      -     This may include the implementation of a referral system to ensure
            that the health care needs of enrollees with disabilities are met
            appropriately

      -     MCO shall describe policies and procedures to allow for the
            continuation of existing relationships with out-of-network
            providers, when in the best interest of the enrollee with a
            disability

4.    Submission of ADA Compliance Summary Report (see attached - county
      specific/borough specific for NYC) or MCO statement that data submitted to
      SDOH on the Health Provider Network (HPN) files is an accurate reflection
      of each network's physical accessibility

IV.   PROGRAM ACCESSIBILITY

E.    POPULATIONS SPECIAL HEALTH CARE NEEDS

      STANDARD FOR COMPLIANCE:

      MCOs will have satisfactory methods for identifying persons at risk of, or
      having, chronic disabilities and determining their specific needs in terms
      of specialist physician referrals, durable medical equipment, medical
      supplies, home health services, etc. MCOs will have satisfactory systems
      for coordinating service delivery and, if necessary, procedures to allow
      continuation of existing relationships with out-of-network provider for
      course of treatment.

SUGGESTED METHODS FOR COMPLIANCE

1.    Procedures for requesting standing referrals to specialists and/or
      specialty centers, specialist physicians to function as PCP, out of plan
      referrals, and continuation of existing relationships with out-of-network
      providers for course of treatment

2.    Contracts with school-based health centers

3.    Linkages with preschool services, child protective agencies, early
      intervention officials, behavioral health agencies, disability and
      advocacy organizations, etc.

4.    Adequate network of providers and subspecialists (including pediatric
      providers and sub-specialists) and contractual relationships

                                   APPENDIX J
                                 October 1, 2004
                                      J-12
<PAGE>

      with tertiary institutions

5.    Procedures for assuring that these populations receive appropriate
      diagnostic workups on a timely basis

6.    Procedures for assuring that these populations receive appropriate access
      to durable medical equipment on a timely basis

7.    Procedures for assuring that these populations receive appropriate allied
      health professionals (Physical, Occupational and Speech Therapists,
      Audiologists) on a timely basis

8.    State designation as a Well Qualified Plan to serve OMRDD population and
      look-alikes

COMPLIANCE PLAN SUBMISSION

1.    A description of arrangements to ensure access to specialty care providers
      and centers in and out of New York State, standing referrals, specialist
      physicians to function as PCP, out of plan referrals, and continuation of
      existing relationships (out-of-plan) for diagnosis and treatment of rare
      disorders.

2.    A description of appropriate service delivery for children with
      disabilities. This may include a description of methods for interacting
      with school districts, preschool services, child protective service
      agencies, early intervention officials, behavioral health, and disability
      and advocacy organizations and School Based Health Centers.

3.    A description of the pediatric provider and sub-specialist network,
      including contractual relationships with tertiary institutions to meet the
      health care needs of children with disabilities

V.    ADDITIONAL ADA RESPONSIBILITIES FOR PUBLIC ACCOMMODATIONS

Please note that Title III of the ADA applies to all non-governmental providers
of health care. Title III of the Americans With Disabilities Act prohibits
discrimination on the basis of disability in the full and equal enjoyment of
goods, services, facilities, privileges, advantages or accommodations of any
place of public accommodation. A public accommodation is a private entity that
owns, leases or leases to, or operates a place of public accommodation. Places
of public accommodation identified by the ADA include, but are not limited to,
stores (including pharmacies) offices (including doctors' offices), hospitals,
health care providers, and social service centers.

New and altered areas and facilities must be as accessible as possible. Barriers
must be removed from existing facilities when it is readily achievable, defined
by the ADA as easily accomplishable without much difficulty or expense. Factors
to be considered when determining if barrier removal is readily achievable
include the cost of the action, the financial resources of the site involved,
and, if applicable, the overall financial resources of any parent corporation or
entity. If barrier removal is not readily achievable, the ADA requires alternate
methods of making goods and services available. New facilities must be
accessible unless structurally impracticable.

Title III also requires places of public accommodation to provide any auxiliary
aids and services that are needed to ensure equal access to the services it
offers, unless a fundamental alteration in the nature of services or an undue
burden would result. Auxiliary aids include but

                                   APPENDIX J
                                October 1, 2004
                                      J-13
<PAGE>

are not limited to qualified sign interpreters, assistive listening systems,
readers, large print materials, etc. Undue burden is defined as "significant
difficulty or expense". The factors to be considered in determining "undue
burden" include, but are not limited to, the nature and cost of the action
required and the overall financial resources of the provider. "Undue burden" is
a higher standard than "readily achievable" in that it requires a greater level
of effort on the part of the public accommodation.

Please note also that the ADA is not the only law applicable for people with
disabilities. In some cases, State or local laws require more than the ADA. For
example, New York City's Human Rights Law, which also prohibits discrimination
against people with disabilities, includes people whose impairments are not as
"substantial" as the narrower ADA and uses the higher "undue burden"
("reasonable") standard where the ADA requires only that which is "readily
achievable". New York City's Building Code does not permit access waivers for
newly constructed facilities and requires incorporation of access features as
existing facilities are renovated. Finally, the State Hospital code sets a
higher standard than the ADA for provision of communication (such as sign
language interpreters) for services provided at most hospitals, even on an
outpatient basis.

                                   APPENDIX J
                                 October 1, 2004
                                      J-14
<PAGE>

                                   APPENDIX K

                             PREPAID BENEFIT PACKAGE
                           DEFINITIONS OF COVERED AND
                              NON-COVERED SERVICES

                                   APPENDIX K
                                October 1, 2004
                                       K-1
<PAGE>
                                   APPENDIX K
                             PREPAID BENEFIT PACKAGE
                DEFINITIONS OF COVERED AND NON-COVERED SERVICES

The categories of services in the Medicaid Managed Care Benefit Package, when
listed as covered services shall be provided by the Contractor to Enrollees when
medically necessary under the terms of this Agreement. The definitions of
covered and non-covered services therein are in summary form; the full
description and scope of each Medicaid covered service as established by the New
York Medical Assistance Program are set forth in the applicable MMIS Provider
Manual.

All care provided by the Contractor, pursuant to this Agreement, must be
provided, arranged, or authorized by the Contractor or its Participating
Providers with the exception of most behavioral health services to SSI or SSI
related beneficiaries (see Benefit Package K-2), and emergency services,
emergency transportation, family planning, mental health and chemical dependence
assessments (one (1) of each per year), court ordered services, and services
provided by Local Public Health Agencies as described in Section 10 of this
Agreement.

This Appendix contains the following two (2) charts:

K-l A summary of services provided by the Contractor to all Non-SSI Enrollees.

K-2 A summary of services provided by the Contractor to all SSI Enrollees.

ALSO INCLUDED:

I.    Prepaid Benefit Package Definitions of Covered Services

            A)    Medical Services

                  1.    Inpatient Hospital Services
                  la.   Inpatient Stay Pending Alternate Level of Medical Care
                  2.    Professional Ambulatory Services
                  3.    Physician Services
                  4.    Home Health Services
                  5.    Private Duty Nursing Services
                  6.    Emergency Room Services
                  7.    Services of Other Practitioners
                  8.    Eye Care and Low Vision Services
                  9.    Laboratory Services
                 10.    Radiology Services
                 11.    Early Periodic Screening Diagnosis and Treatment
                        (EPSDT) Services Through the Child Teen Health
                        Program (C/THP) and Adolescent Preventive Services
                 12.    Durable Medical Equipment (DME)
                 13.    Audiology, Hearing Aid Services and Products
                 14.    Preventive Care
                 15.    Prosthetic/Orthotic Orthopedic Footwear
                 16.    Renal Dialysis

                                   APPENDIX K
                                October 1, 2004
                                      K-2
<PAGE>
                 17.    Experimental or Investigational Treatment

            B)    Behavioral Health Services
                  1.    Chemical Dependence Services
                       a)  Detoxification Services
                           i) Medically Managed Inpatient Detoxification
                          ii) Medically Supervised Withdrawal
                       b)  Chemical Dependence Inpatient Rehabilitation and
                           Treatment Services
                       c)  Chemical Dependence Assessment Self-Referral
                  2.    Mental Health Services
                       a)  Inpatient Services
                       b)  Outpatient Services

            C)    Other Covered Services
                  1.   Federally Qualified Health Center (FQHC) Services

II.   Optional Covered Services (at discretion of LDSS and/or Contractor) [See
      Schedule A of Appendix K for Coverage Status]
            A)    Family Planning and Reproductive Health Care
            B)    Dental Services
            C)    Transportation Services
                  1. Non-Emergency Transportation
                  2. Emergency Transportation

III.  Definitions of Non-Covered Services
            A)    Medical Non-Covered Services
                  1.    Personal Care Agency Services
                  2.    Residential Health Care Facilities (RHCF)
                  3.    Hospice Program
                  4.    Prescription and Non-Prescription (OTC) Drugs,
                        Medical Supplies, and Enteral Formula

            B)    Non-Covered Behavioral Health Services
                  1.    Chemical Dependence Services
                       a) Outpatient Rehabilitation and Treatment Services
                           i)  Methadone Maintenance Treatment Program (MMTP)
                           ii) Medically Supervised Ambulatory Chemical
                               Dependence Outpatient Clinic Programs
                          iii) Medically Supervised Chemical Dependence
                               Outpatient Rehabilitation Programs
                           iv) Outpatient Chemical Dependence for Youth Programs
                       b) Chemical Dependence Services Ordered by the LDSS

                  2.    Mental Health Services
                       a) Intensive Psychiatric Rehabilitation Treatment
                          Programs (IPRT)

                                   APPENDIX K
                                October 1, 2004
                                       K-3
<PAGE>
                       b)  Day Treatment
                       c)  Continuing Day Treatment
                       d)  Day Treatment Programs Serving Children
                       e)  Home and Community Based Services Waiver for
                           Seriously Emotionally Disturbed Children
                       f)  Case Management
                       g)  Partial Hospitalization
                       h)  Services Provided through OMH Designated
                           Clinics for Children With a Diagnosis of
                           Serious Emotional Disturbance (SED)
                       i)  Assertive Community Treatment (ACT)
                       j)  Personalized Recovery Oriented Services (PROS)

                  3.   Rehabilitation Services Provided to Residents of
                       OMH Licensed Community Residences (CRs) and Family
                       Based Treatment Programs
                       a)  OMH Licensed CRs
                       b)  Family-Based Treatment

                  4.   Office of Mental Retardation and Developmental
                       Disabilities (OMRDD) Services
                  a)   Long Term Therapy Services Provided by Article 16-Clinic
                       Treatment Facilities or Article 28 Facilities
                  b)   Day Treatment
                  c)   Medicaid Service Coordination (MSC)
                  d)   Home and Community Based Services Waivers (HCBS)
                  e)   Services Provided Through the Care at Home Program
                       (OMRDD)

            C)    Other Non-Covered Services
                  1.   The Early Intervention Program (EIP) - Children Birth
                       to Two (2) Years of Age
                  2.   Preschool Supportive Health Services - Children Three (3)
                       Through Four (4) Years of Age
                  3.   School Supportive Health Services - Children Five (5)
                       Through Twenty-One (21) Years of Age
                  4.   Comprehensive Medicaid Case Management (CMCM)
                  5.   Directly Observed Therapy for Tuberculosis Disease
                  6.   AIDS Adult Day Health Care
                  7.   HIV COBRA Case Management
                  8.   Fertility Services
                  9.   Adult Day Health Care
                 10.   Personal Emergency Response Systems (PERS)
                 11.   School-Based Health Centers

IV.   Schedule A of Appendix K, Prepaid Benefit Package, Coverage Status of
      Optional Covered Services

                                   APPENDIX K
                                October 1, 2004
                                       K-4
<PAGE>

                                  APPENDIX K-1
                    MANAGED CARE PLAN PREPAID BENEFIT PACKAGE

<TABLE>
<CAPTION>
       COVERED SERVICES              MANAGED CARE PLAN SCOPE OF BENEFIT                  COVERED BY MEDICAID FEE-FOR-SERVICE
       ----------------              ----------------------------------                  -----------------------------------
<S>                             <C>                                                 <C>
Inpatient Hospital Services     Up to 365 medically necessary days per year
                                (366 for leap year) in accordance with the
                                stop-loss provisions of Section 3.10 of this
                                Agreement. Includes inpatient detoxification
                                services provided in Article 28
                                hospitals for all Enrollees. Inpatient
                                dental services are covered.
                                (See dental definition)

Inpatient Stay Pending          Continued care in a hospital pending
Alternate Level of              placement in an alternate lower  medical level
Medical Care                    of care, consistent with the provisions of 18
                                NYCRR 505.20 and 10 NYCRR, Part 85.

Professional Ambulatory         Provided through ambulatory care facilities
Services                        including hospital outpatient departments, D&T
                                centers, and emergency rooms. Services include
                                medical, surgical, preventive, primary,
                                rehabilitative, specialty care, mental health,
                                family planning, C/THP services and ambulatory
                                dental surgery. Covered as needed based on
                                medical necessity.

Preventive Health Services      Care or service to avert disease/illness and/or
                                its consequences. Preventive care includes
                                primary care,secondary care and tertiary care.
                                Coverage includes general health education
                                classes, smoking cessation classes, childbirth
                                education classes, parenting classes and
                                nutrition counseling (with targeted outreach to
                                persons with diabetes and pregnant women). HIV
                                counseling and testing is a covered service for
                                all Enrollees.

Laboratory Services             Covered when medically necessary as ordered by
                                a qualified medical professional, and when          HIV phenotypic, HIV virtual phenotypic and HIV
                                listed in the Medicaid fee schedule. Coverage       genotypic drug  resistance tests with a
                                excludes HIV phenotypic, HIV virtual phenotypic     Provider's order.
                                and HIV genotypic drug resistance test.

Radiology Services              Covered when medically necessary as ordered by
                                a qualified medical professional, and when
                                ordered and provided by a qualified medical
                                professional/practitioner.

EPSDT Services/Child Teen       EPSDT is a package of early and periodic
Health Program (C/THP)          screening, including inter-periodic screens         Services not included in the managed care
                                and,diagnostic and treatment services               Benefit Package ordered by the child's
                                that are offered to all Medicaid eligible           physician based on the results of a
                                children under twenty-one (21) years                screening.
                                of age known in New York State
                                as the Child Teen Health Program (C/THP).
</TABLE>

                                   APPENDIX K
                                 October 1, 2004
                                       K-5
<PAGE>
<TABLE>
<CAPTION>
    COVERED SERVICES                  MANAGED CARE PLAN SCOPE OF BENEFIT                  COVERED BY MEDICAID FEE-FOR-SERVICE
    ----------------                  ----------------------------------                  -----------------------------------
<S>                             <C>                                                 <C>
Home Health Services            Home health care services include medically         Services rendered by a personal care agency
                                necessary nursing, home health aide services,       which are approved by the Local Social
                                equipment and appliances, physical therapy,         Services District when ordered by the Enrollee's
                                speech/language pathology, occupational             Primary Care Provider (PCP). The district will
                                therapy, social work services or nutritional        determine the applicant's need for personal
                                services provided by a home health care             care agency services and coordinate a plan of
                                agency pursuant to an established care plan.        care with the personal care agency.
                                Personal care tasks performed by a home health
                                aide in connection with a home health care
                                agency visit, and pursuant to an established
                                care plan, are covered.

Private Duty Nursing            Covered service when medically necessary in
Services                        accordance with the ordering physician,
                                registered physician assistant or certified
                                nurse practitioner's written treatment plan.

Emergency Room Services         Covered for emergency conditions, medical or
                                behavioral, the onset of which is sudden,
                                manifesting itself by symptoms of sufficient
                                severity, including severe pain, that a prudent
                                layperson, possessing an average knowledge of
                                medicine and health, could reasonably expect the
                                absence of medical attention to result in (a)
                                placing the health of the person afflicted with
                                such condition in serious jeopardy, or in the
                                case of a behavioral condition placing the
                                health of such person or others in serious
                                jeopardy; (b) serious impairment of such person's
                                bodily functions; (c) serious dysfunction of any
                                bodily organ or part of such person; or (d)
                                serious disfigurement of such person. Emergency
                                services include health care procedures,
                                treatments or services, including psychiatric
                                stabilization and medical detoxification from
                                drugs or alcohol that are provided for an
                                emergency medical condition. A medical
                                assessment (triage) is covered for non-emergent
                                conditions.

Foot Care Services              Foot care when the Enrollee's (any age) physical
                                condition poses a hazard due to the presence of
                                localized illness, injury or symptoms involving
                                the foot, or when performed as a necessary and
                                integral part of otherwise covered services such
                                as the diagnosis and treatment of diabetes,
                                ulcers, and infections.

Eye Care and Low Vision         Eye care includes the services of an
Services                        ophthalmologist, optometrist and an
                                ophthalmic dispenser and coverage for contact
                                lenses, polycarbonate lenses, artificial eyes
                                and replacement of lost or destroyed glasses
                                (including repairs) when medically necessary.
                                Artificial eyes are covered as ordered by a
                                Contractor's Participating Provider.
</TABLE>

                                   APPENDIX K
                                 October 1, 2004
                                       K-6
<PAGE>

<TABLE>
<CAPTION>
      COVERED SERVICES                MANAGED CARE PLAN SCOPE OF BENEFIT                  COVERED BY MEDICAID FEE-FOR-SERVICE
      ----------------                ----------------------------------                  -----------------------------------
<S>                             <C>                                                    <C>
Durable Medical Equipment       DME are devices and equipment other
(DME)                           than medical/surgical supplies, enteral formula,       Excluded services, such as disposable
                                and prosthetic or orthotic appliances.                 medical/surgical supplies and enteral
                                Covered when medically necessary as ordered            formula with a Provider's order.
                                by a Contractor's Participating Provider
                                and procured from a Participating Provider.
                                Coverage excludes disposable medical/surgical
                                supplies and enteral formula.

Hearing Aids Services           Provided when medically necessary to alleviate         Excluded  services,  such  as  hearing  aid
                                disability caused by the loss or impairment of         batteries with a Provider's order.
                                hearing. Hearing aid products include hearing
                                aids, earmolds, special fittings, and
                                replacement parts. Coverage excludes hearing
                                aid batteries.

Family Planning and             Family planning means the offering, arranging,         Enrollees may always obtain family planning
Reproductive Health Services    and furnishing of those health services which          and HIV testing and counseling services,
                                enable individuals, including minors, who may be       when part of a family planning visit,
                                sexually active, to prevent or reduce the              outside of the plan's network from any
SEE SCHEDULE A OF               incidence of unintended pregnancies                    Provider that accepts Medicaid.
APPENDIX K FOR COVERAGE         and includes the screening, diagnosis and
STATUS                          treatment, as medically necessary, for sexually
                                transmissible diseases, sterilization services
                                and screening for pregnancy. Reproductive health
                                services also includes all medically necessary
                                abortions.
</TABLE>

                                           APPENDIX K
                                         October 1, 2004
                                              K-7
<PAGE>

<TABLE>
<CAPTION>
COVERED SERVICES                   MANAGED CARE PLAN SCOPE OF BENEFIT                        COVERED BY MEDICAID FEE-FOR-SERVICE
----------------                   ----------------------------------                        -----------------------------------
<S>                        <C>                                                             <C>
Transportation Services    NON-EMERGENCY TRANSPORTATION:                                   For Contractors that do not cover
                           Transportation expenses are covered when transportation is      transportation services, these
Non-Emergency              essential in order for an Enrollee to obtain necessary          services are paid for fee-for-service.
Transportation             medical care and services which are covered under this          Non-emergent transportation requests
                           Benefit Package (or by fee-for-service Medicaid for             should be referred to the LDSS.
SEE SCHEDULE A OF          carved-out services). Non-emergent transportation guidelines
APPENDIX K FOR COVERAGE    may be developed in conjunction with the LDSS, based on the     For Contractors that cover
STATUS                     LDSS' approved transportation plan.                             non-emergency transportation in the
                                                                                           Benefit Package, transportation costs
                           Transportation services means transportation by ambulance,      to MMTP services may be reimbursed by
                           ambulette or invalid coach, taxicab, livery, public             Medicaid fee-for-service in accordance
                           transportation, or other means appropriate to the Enrollee's    with the LDSS transportation polices
                           medical condition; and a transportation attendant to            in local districts where there is a
                           accompany the Enrollee, if necessary.  Such services may        systematic method to discretely
                           include the transportation attendant's transportation, meals,   identify and reimburse such
                           lodging and salary; however, no salary will be paid to a        transportation costs.
                           transportation attendant who is a member of the Enrollee's
                           family.

                           For Enrollees with disabilities, the method of transportation
                           must reasonably accommodate their needs, taking into account
                           the severity and nature of the disability.

Emergency Transportation   EMERGENCY TRANSPORTATION
                           Emergency transportation can only be provided by an ambulance
SEE SCHEDULE A OF          service. Emergency transportation is covered for Enrollees
APPENDIX K                 suffering from severe, life-threatening or potentially
FOR COVERAGE STATUS        disabling conditions which require the provision of emergency
                           medical services while the Enrollee is being transported.

Dental Services            Optional Benefit Package dental services include:               Routine exams, orthodontic services
                           -    Medically necessary preventive, prophylactic and other     and appliances, dental office surgery,
SEE SCHEDULE A OF               routine dental care, services and supplies and dental      fillings, prophylaxis, provided to
APPENDIX K FOR COVERAGE         prosthetics required to alleviate a serious health         Enrollees of plans not electing to
STATUS                          condition, including one which affects employability.      cover dental services.

                           As described in Sections 10.16 and 10.28 of this Agreement,     Orthodontic services are always covered
                           Enrollees may self-refer to Article 28 clinics operated by      by fee-for-service.
                           academic dental centers to obtain covered dental services.

                           All Contractors must cover the following, even if dental
                           services is not a plan covered benefit:

                           -    Ambulatory or inpatient surgical services (subject to
                                prior authorization by the Contractor).

                           Coverage excludes the professional services of the dentist
                           if dental services are not covered by the Contractor's
                           Benefit Package.
</TABLE>

                                   APPENDIX K
                                October 1, 2004
                                       K-8

<PAGE>

<TABLE>
<CAPTION>
COVERED SERVICES                   MANAGED CARE PLAN SCOPE OF BENEFIT                       COVERED BY MEDICAID FEE-FOR-SERVICE
----------------                   ----------------------------------                       -----------------------------------
<S>                        <C>                                                             <C>
Court-Ordered Services     Coverage includes such services ordered by a court of
                           competent jurisdiction if the services are in the
                           Contractor's Benefit Package.

Prosthetic/Orthotic        Covered when medically necessary as ordered by the
Services/Orthopedic        Contractor's Participating Provider.
Footwear

Mental Health Services     Covered when medically necessary, in accordance with the        All services in excess of twenty (20)
                           stop-loss provisions as described in Section 3.12 of this       outpatient visits and thirty (30)
                           Agreement. Enrollees must be allowed to self-refer for one      inpatient days in accordance with the
                           (1) mental health assessment from a Contractor's                stop-loss provisions in Section 3.12
                           Participating Provider in a twelve (12) month period. In the    of this Agreement. Contractor
                           case of children, such self-referrals may originate at the      continues to reimburse mental health
                           request of a school guidance counselor or similar source.       service providers and coordinate care.
                                                                                           The Contractor is reimbursed for
                                                                                           payment through the stop-loss
                                                                                           provisions.

Detoxification Services    Covered when medically necessary on either an inpatient or      Medically Supervised Inpatient and
                           outpatient basis.  Such services are referred to as             Outpatient Withdrawal Services, when
                           "Medically Managed Detoxification Services" when provided in    ordered by the LDSS under Welfare
                           facilities licensed under Title 14 NYCRR Part 816.6 or          Reform (as indicated by "code 83").
                           Article 28 of the Public Health Law; and "Medically
                           Supervised Inpatient and Outpatient Withdrawal Services" when
                           provided in facilities licensed under Title 14 NYCRR Part
                           816.7.

Chemical Dependence        Covered when medically necessary in accordance with the         Chemical Dependence Inpatient
Inpatient                  stop-loss provisions described in section 3.12 of this          Rehabilitation and Treatment Services
Rehabilitation and         Agreement                                                       when ordered by the LDSS under Welfare
Treatment                                                                                  Reform (as indicated by "code 83")
Services

Chemical                   Enrollees must be allowed to self refer for one (1)
Dependence                 assessment from a Contractor's participating provider in a
Assessment                 twelve (12) month period.
Self-Referral

Experimental and/or        Covered on a case by case basis in accordance with the
Investigational            provisions of Section 4910 of the New York State P.H.L.
Treatment

Renal Dialysis             Renal dialysis is covered when medically necessary as
                           ordered by a qualified medical professional. Renal dialysis
                           may be provided in an inpatient hospital setting, in an
                           ambulatory care facility, or in the home on recommendation
                           from a renal dialysis center.
</TABLE>

                                   APPENDIX K
                                 October 1, 2004
                                       K-9

<PAGE>

                                       K-2
             MANAGED CARE PLAN PREPAID HEALTH ONLY BENEFIT PACKAGE
                       FOR SSI AND SSI RELATED RECIPIENTS

<TABLE>
<CAPTION>
COVERED SERVICES                   MANAGED CARE PLAN SCOPE OF BENEFIT                        COVERED BY MEDICAID FEE-FOR-SERVICE
----------------                   ----------------------------------                        -----------------------------------
<S>                        <C>                                                             <C>
Inpatient Hospital         Up to 365 medically necessary days per year (366 for leap
Services                   year) in accordance with the stop-loss provisions of Section
                           3.10 of this Agreement. Includes inpatient detoxification
                           services provided in Article 28 hospitals for all Enrollees.
                           Inpatient dental services are covered.

Inpatient Stay Pending     Continued care in a hospital pending placement in an
Alternate Level of         alternate lower medical level of care, consistent with the
Medical Care               provisions of 18 NYCRR 505.20 and 10 NYCRR, Part 85.

Professional Ambulatory    Provided through ambulatory care facilities including           Mental Health and Chemical Dependence
Services                   hospital outpatient departments, D&T centers, and               services.
                           emergency rooms. Services include medical, surgical,
                           preventive, primary, rehabilitative, specialty care,
                           family planning, C/THP services and ambulatory dental
                           surgery. Covered as needed based on medical necessity.

EPSDT Services/Child       EPSDT is a package of early and periodic screening, including   Services not included in the managed
Teen Health Program        inter-periodic screens and diagnostic and treatment services    care Benefit Package ordered by the
(C/THP)                    that are offered to all Medicaid eligible children under        child's physician based on the results of
                           twenty-one (21) years of age, known in New York State as the    a screening.
                           Child Teen Health Plan (C/THP).

Preventive Health          Care and services to avert disease/illness and/or its
Services                   consequences. Preventive care includes primary care, secondary
                           care and tertiary care. Coverage includes general health
                           education classes, smoking cessation classes, childbirth
                           education classes, parenting classes and nutrition counseling
                           (with targeted outreach to persons with diabetes and pregnant
                           women). HIV counseling and testing is a covered service for
                           all Enrollees.

Home Health Services       Home health care services include medically necessary           Services rendered by a personal care
                           nursing, home health aide services, equipment and appliances,   agency which are approved by the Local
                           physical therapy, speech/language pathology, occupational       Social Services District when ordered
                           therapy, social work services or nutritional services           by the Enrollee's Primary Care
                           provided by a home health care agency pursuant to an            Provider (PCP). The district will
                           established care plan. Personal care tasks performed by a       determine the applicant's need for
                           home health aide in connection with a home health care agency   personal care agency services and
                           visit, and pursuant to an established care plan, are covered.   coordinate with the personal care
                                                                                           agency a plan of care.
</TABLE>

                                   APPENDIX K
                                 October 1, 2004
                                      K-10

<PAGE>

<TABLE>
<CAPTION>
COVERED SERVICES                  MANAGED CARE PLAN SCOPE OF BENEFIT                         COVERED BY MEDICAID FEE-FOR-SERVICE
----------------                  ----------------------------------                         -----------------------------------
<S>                         <C>                                                              <C>
Private Duty Nursing        Covered service when medically necessary in accordance with
Services                    the ordering physician, registered physician assistant or
                            certified nurse practitioner's written treatment plan.

Emergency Room Services     Covered for emergency conditions, medical or behavioral, the
                            onset of which is sudden, manifesting itself by symptoms of
                            sufficient severity, including severe pain, that a prudent
                            layperson, possessing an average knowledge of medicine and
                            health, could reasonably expect the absence of medical
                            attention to result in (a) placing the health of the person
                            afflicted with such condition in serious jeopardy, or in the
                            case of a behavioral condition placing the health of such
                            person or others in serious jeopardy; (b) serious impairment
                            of such person's bodily functions; (c) serious dysfunction
                            of any bodily organ or part of such person; or (d) serious
                            disfigurement of such person. Emergency services include
                            health care procedures, treatments or services, including
                            psychiatric stabilization and medical detoxification from
                            drugs or alcohol that are provided for an emergency medical
                            condition. A medical assessment (triage) is covered for
                            non-emergent conditions.

Foot Care Services          Foot care when the Enrollee's (of any age) physical condition
                            poses a hazard due to the presence of localized illness,
                            injury or symptoms involving the foot, or when performed as a
                            necessary and integral part of otherwise covered services
                            such as the diagnosis and treatment of diabetes, ulcers, and
                            infections.

Eye Care and Low Vision     Eye care includes the services of an ophthalmologist, optometrist
Services                    and an ophthalmic dispenser and coverage for contact lenses,
                            polycarbonate lenses, artificial eyes and replacement of lost
                            or destroyed glasses (including repairs) when medically necessary.
                            Artificial eyes are covered as ordered by the
                            Contractor's Participating Provider.

</TABLE>

                                   APPENDIX K
                                 October 1, 2004
                                      K-11

<PAGE>

<TABLE>
<CAPTION>
COVERED SERVICES                    MANAGED CARE PLAN SCOPE OF BENEFIT                        COVERED BY MEDICAID FEE-FOR-SERVICE
----------------                    ----------------------------------                        -----------------------------------
<S>                          <C>                                                            <C>
Dental Services              Optional Benefit Package dental services include:              Routine exams, orthodontic services and
                             -    Medically necessary preventive, prophylactic and other    appliances, dental office surgery,
SEE SCHEDULE A OF APPENDIX        routine dental care, services and supplies and dental     fillings, prophylaxis, provided to
K FOR COVERAGE STATUS             prosthetics required to alleviate a serious health        Enrollees of MCOs not electing to cover
                                  condition, including one which affects employability.     dental services.

                             As described in Sections 10.16 and 10.28 of this Agreement,
                             Enrollees may self-refer to Article 28 clinics operated by
                             academic dental centers to obtain covered dental services.

                             All Contractors must cover the following, even if dental
                             services is not a plan covered benefit:

                             -    Ambulatory or inpatient surgical services (subject to
                                  prior authorization by the Contractor).

                             Coverage excludes the professional services of the dentist if
                             dental services are not covered by the Contractor's Benefit
                             Package.

Family Planning and          Family planning means the offering, arranging, and furnishing  Enrollees may always obtain family
Reproductive Health          of those health services which enable individuals, including   planning and HIV testing and counseling
Services                     minors, who may be sexually active, to prevent or reduce the   services, when part of a family planning
                             incidence of unintended pregnancies and includes the           visit, outside of the Contractor's
SEE SCHEDULE A OF APPENDIX   screening, diagnosis and treatment as medically necessary,     network from any Provider that accepts
K FOR COVERAGE STATUS        for sexually  transmissible diseases, sterilization            Medicaid.
                             services and screening   for   pregnancy. Reproductive health
                             services also includes all medically necessary abortions.
</TABLE>

                                   APPENDIX K
                                 October 1, 2004
                                      K-12

<PAGE>

<TABLE>
<CAPTION>
COVERED SERVICES                   MANAGED CARE PLAN SCOPE OF BENEFIT                         COVERED BY MEDICAID FEE-FOR-SERVICE
----------------                   ----------------------------------                         -----------------------------------
<S>                          <C>                                                            <C>
Transportation Services      NON-EMERGENCY TRANSPORTATION:
                             Transportation expenses are covered when transportation is     For Contractors that do not cover
Non-Emergency                essential in order for an Enrollee to obtain necessary         transportation services, these
Transportation:              medical care and services which are covered under this         services are paid for fee-for-service.
                             Benefit Package (or by fee-for-service Medicaid for            Non-emergent transportation requests
SEE SCHEDULE A OF APPENDIX   carved-out services). Non-emergent transportation guidelines   should be referred to the LDSS.
K FOR COVERAGE STATUS        may be developed in conjunction with the LDSS, based on the
                             LDSS' approved transportation plan.


                             Transportation services means transportation by ambulance,     For Contractors that cover non-emergency
                             ambulette or invalid coach, taxicab, livery, public            transportation in the Benefit Package,
                             transportation, or other means appropriate to the Enrollee's   transportation costs to MMTP services
                             medical condition; and a transportation attendant to           may be reimbursed by Medicaid fee-for-
                             accompany the Enrollee, if necessary.  Such services may       service in accordance with the LDSS
                             include the transportation attendant's transportation, meals,  transportation policies in local
                             lodging and salary; however, no salary will be paid to a       districts where there is a systematic
                             transportation attendant who is a member of the Enrollee's     method to discretely identify and
                             family.                                                        reimburse such transportation costs.

                             For Enrollees with disabilities, the method of transportation
                             must reasonably accommodate their needs, taking into account
                             the severity and nature of the disability.

Emergency Transportation     EMERGENCY TRANSPORTATION
                             Emergency transportation can only be provided by an ambulance
SEE SCHEDULE A OF APPENDIX   service. Emergency transportation is covered for Enrollees
K FOR COVERAGE STATUS        suffering from severe, life-threatening or potentially
                             disabling conditions which require the provision of emergency
                             medical services while the Enrollee is being transported.

Laboratory Services          Covered when medically necessary as ordered by a medical       HIV phenotypic, HIV virtual phenotypic
                             professional, and when listed in the Medicaid fee schedule.    and HIV genotypic drug resistance
                             Coverage excludes HIV phenotypic, HIV virtual phenotypic and   tests with a Provider's order.
                             HIV genotypic drug resistance tests.

Radiology Services           Covered when medically necessary as ordered by a medical
                             professional, and when ordered and provided by a qualified
                             medical professional/practitioner.

Durable Medical              DME are devices and equipment other than medical/surgical      Excluded services, such as disposable
Equipment (DME)              supplies enteral formula, and prosthetic or orthotic           medical/surgical supplies and enteral
                             appliances. Covered when medically necessary as ordered by     formula with a Provider's order.
                             the Contractor's Participating Provider and procured from a
                             Participating Provider. Coverage excludes disposable
                             medical/surgical supplies and enteral formula.
</TABLE>

                                   APPENDIX K
                                 October 1, 2004
                                      K-13

<PAGE>

<TABLE>
<CAPTION>
COVERED SERVICES                     MANAGED CARE PLAN SCOPE OF BENEFIT                       COVERED BY MEDICAID FEE-FOR-SERVICE
----------------                     ----------------------------------                       -----------------------------------
<S>                          <C>                                                             <C>
Hearing Aid Services         Provided when medically necessary to alleviate disability       Excluded services, such as hearing aid
                             caused by the loss or impairment of hearing. Hearing aid        batteries with a Provider's order.
                             products include hearing aids, earmolds, special fittings,
                             and replacement parts. Coverage excludes hearing aid
                             batteries.

Court-Ordered Services       Coverage includes such services ordered by a court of
                             competent jurisdiction if the services are in the
                             Contractor's Benefit Package.

Prosthetic/Orthotic          Covered when medically necessary as ordered by a managed care
Services/Orthotic Footwear   plan qualified medical professional.

Renal Dialysis               Renal dialysis is covered when medically necessary as ordered
                             by a qualified medical professional. Renal dialysis may be
                             provided in an inpatient hospital setting, in an ambulatory
                             care facility, or in the home on recommendation from a renal
                             dialysis center.

Experimental and/or          Covered on a case by case basis in accordance with the
Investigational Treatment    provisions of Section 4910 of the New York State P.H.L.

Detoxification Services      Covered when medically necessary on either an inpatient or
                             outpatient basis. Such services are referred to as "Medically
                             Managed Detoxification Services" when provided in facilities
                             licensed under Title 14 NYCRR Part 816.6 or Article 28 of the
                             Public Health Law; and "Medically Supervised Inpatient and
                             Outpatient Withdrawal Services" when provided in facilities
                             licensed under Title 14 NYCRR Part 816.7.
</TABLE>

                                   APPENDIX K
                                 October 1, 2004
                                      K-14

<PAGE>

I.  PREPAID BENEFIT PACKAGE DEFINITIONS OF COVERED SERVICES

A.   MEDICAL SERVICES

1.  INPATIENT HOSPITAL SERVICES

Inpatient hospital services, as medically necessary, shall include, except as
otherwise specified, the care, treatment, maintenance and nursing services as
may be required, on an inpatient hospital basis, up to 365 days per year (366
days in leap year). Among other services, inpatient hospital services encompass
a full range of necessary diagnostic and therapeutic care including medical,
surgical, nursing, radiological, and rehabilitative services. Services are
provided under the direction of a physician, certified nurse practitioner, or
dentist.

1a. INPATIENT STAY PENDING ALTERNATE LEVEL OF MEDICAL CARE

Inpatient stay pending alternate level of medical care, or continued care in a
hospital pending placement in an alternate lower medical level of care,
consistent with the provisions of 18 NYCRR 505.20 and 10 NYCRR, Part 85.

2. PROFESSIONAL AMBULATORY SERVICES

Outpatient hospital services are provided through ambulatory care facilities.
Ambulatory care facilities include hospital outpatient departments (OPD),
diagnostic and treatment centers (free standing clinics) and emergency rooms.
These facilities may provide those necessary medical, surgical, and
rehabilitative services and items authorized by their operating certificates.
Outpatient services (clinic) also include preventive, primary medical,
specialty, mental health, C/THP and family planning services provided by
ambulatory care facilities.

Hospital OPDs and D&T centers may perform ordered ambulatory services. The
purpose of ordered ambulatory services is to make available to the Participating
Provider those services needed to complement the provision of ambulatory care in
his/her office. Examples are: diagnostic testing and radiology.

3. PHYSICIAN SERVICES

"Physicians' services," whether furnished in the office, the Enrollee's home, a
hospital, a skilled nursing facility, or elsewhere, means services furnished by
a physician:

      (1)   within the scope of practice of medicine or osteopathy as defined in
            law by the New York State Education Department; and

      (2)   by or under the personal supervision of an individual licensed and
            currently registered by the New York State Education Department to
            practice medicine or osteopathy.

                                   APPENDIX K
                                October 1, 2004
                                      K-15
<PAGE>

Physician services include the full range of preventive care services, primary
care medical services and physician specialty services that fall within a
physician's scope of practice under New York State law.

The following are also included without limitations:

      -     pharmaceuticals and medical supplies routinely furnished or
            administered as part of a clinic or office visit;

      -     physical examinations, including those which are necessary for
            employment, school, and camp;

      -     physical and/or mental health, or chemical dependence examinations
            of children and their parents as requested by the LDSS to fulfill
            its statutory responsibilities for the protection of children and
            adults and for children in foster care;

      -     health and mental health assessments for the purpose of making
            recommendations regarding a Enrollee's disability status for Federal
            SSI applications;

      -     health assessments for the Infant/Child Assessment Program (ICHAP);

      -     annual preventive health visits for adolescents;

      -     new admission exams for school children if required by the LDSS;

      -     health screening, assessment and treatment of refugees, including
            completing SDOH/LDSS required forms;

      -     Child/Teen Health Program (C/THP) services which are comprehensive
            primary health care services provided to children under twenty-one
            (21) years of age (see Section 10 of this Agreement).

4. HOME HEALTH SERVICES
   18 NYCRR 505.23(a)(3)

Home health care services are provided to Enrollees in their homes by a home
health agency certified under Article 36 of the New York State P.H.L. (Certified
Home Health Agency - CHHA). Home health services mean the following services
when prescribed by a Provider and provided to a Medicaid managed care Enrollee
in his or her home:

                  -     nursing services provided on a part-time or intermittent
                        basis by a CHHA or, if there is no CHHA that services
                        the county/district, by a registered professional nurse
                        or a licensed practical nurse acting under the direction
                        of the Enrollee's PCP;

                  -     physical therapy, occupational therapy, or speech
                        pathology and audiology services; and

                  -     home health services provided by a person who meets the
                        training requirements of the SDOH, is assigned by a
                        registered professional nurse to provide home health aid
                        services in accordance with the Enrollee's plan of care,
                        and is supervised by a registered professional nurse
                        from a CHHA or if the Contractor has no CHHA available,
                        a registered nurse, or therapist.

                                   APPENDIX K
                                October 1, 2004
                                      K-16
<PAGE>
Persona] care tasks performed by a home health aide incidental to a certified
home health care agency visit, and pursuant to an established care plan, are
covered.

Services include care rendered directly to the Enrollee and instructions to
his/her family or caretaker such as teacher or day care provider in the
procedures necessary for the Enrollee's treatment or maintenance.

The Contractor must provide up to two (2) post partum home visits for high risk
infants and/or high risk mothers, as well as to women with less than a
forty-eight (48) hour hospital stay after a vaginal delivery or less than a
ninety-six (96) hour stay after a cesarean delivery. Visits must be made by a
qualified health professional (minimum qualifications being an RN with
maternal/child health background), the first visit to occur within forty-eight
(48) hours of discharge.

5. PRIVATE DUTY NURSING SERVICES

Private duty nursing services shall be provided by a person possessing a license
and current registration from the NYS Education Department to practice as a
registered professional nurse or licensed practical nurse. Private duty nursing
services can be provided through an approved certified home health agency, a
licensed home care agency, or a private Practitioner. The location of nursing
services may be in the Enrollee's home or in the hospital.

Private duty nursing services are covered only when determined by the attending
physician to be medically necessary. Nursing services may be intermittent,
part-time or continuous and provided in accordance with the ordering physicians,
or certified nurse practitioner's written treatment plan.

6. EMERGENCY ROOM SERVICES

Emergency conditions, medical or behavioral, the onset of which is sudden,
manifesting itself by symptoms of sufficient severity, including severe pain,
that a prudent layperson, possessing an average knowledge of medicine and
health, could reasonably expect the absence of medical attention to result in
(a) placing the health of the person afflicted with such condition in serious
jeopardy, or in the case of a behavioral condition placing the health of such
person or others in serious jeopardy; (b) serious impairment of such person's
bodily functions; (c) serious dysfunction of any bodily organ or part of such
person; or (d) serious disfigurement of such person are covered. Emergency
services include health care procedures, treatments or services, needed to
evaluate or stabilize an Emergency Medical Condition including psychiatric
stabilization and medical detoxification from drugs or alcohol. A medical
assessment (triage) is covered for non-emergent conditions.

7. SERVICES OF OTHER PRACTITIONERS

a)    Nurse Practitioner Services

Nurse practitioner services include preventive services, the diagnosis of
illness and physical conditions, and the performance of therapeutic and
corrective measures, within the scope of the certified nurse practitioner's
licensure and collaborative practice agreement with a licensed physician in
accordance with the requirements of the NYS Education Department.

                                   APPENDIX K
                                October l, 2004
                                      K-17
<PAGE>
The following services are also included in the certified nurse practitioner's
scope of services, without limitation:

-     Child/Teen Health Program(C/THP) services which are comprehensive primary
      health care services provided to children under twenty-one (21) (see page
      20 of this Appendix and Section 10.5 of this Agreement);

-     Physical examinations including those which are necessary for employment,
      school and camp.

 b.  Rehabilitation Services
     18 NYCRR 505.11

 Rehabilitation services are provided for the maximum reduction of physical or
 mental disability and restoration of the Enrollee to his or her best functional
 level. Rehabilitation services include care and services rendered by physical
 therapists, speech-language pathologists and occupational therapists.
 Rehabilitation services may be provided in an Article 28 inpatient or
 outpatient facility, an Enrollee's home, in an approved home health agency, in
 the office of a qualified private practicing therapist or speech pathologist,
 or for a child in a school, pre-school or community setting, or in a
 Residential Health Care Facility (RHCF) as long as the Enrollee's stay is
 classified as a rehabilitative stay. Rehabilitation services are covered as
 medically necessary, when ordered by the Contractor's Participating Provider.

c. Midwifery Services
   SSA Section 1905 (a)(17), Education Law Section 6951(i)

Midwifery services include the management of normal pregnancy, childbirth and
postpartum care as well as primary preventive reproductive heath care to
essentially healthy women as specified in a written practice agreement and shall
include newborn evaluation, resuscitation and referral for infants. The care may
be provided on an inpatient or outpatient basis including in a birthing center
or in the Enrollee's home as appropriate. The midwife must be licensed by the
NYS Education Department.

d. Clinical Psychological Services
   18 NYCRR 505.18(a)

Clinical psychological services include psychological evaluation, testing and
therapeutic treatment for personality or behavior disorders.

e. Foot Care Services

Covered services must include routine foot care when any Enrollee's (regardless
of age) physical condition poses a hazard due to the presence of localized
illness, injury or symptoms involving the foot, or when performed as a necessary
and integral part of otherwise covered services such as the diagnosis and
treatment of diabetes, ulcers, and infections.

                                   APPENDIX H
                                October 1, 2004
                                      K-18
<PAGE>

Services provided by a podiatrist for persons under twenty-one (21) must be
covered upon referral of a physician, registered physician's assistant,
certified nurse practitioner or certified midwife.

Routine hygienic care of the feet, the treatment of corns and calluses, the
trimming of nails, and other hygienic care such as cleaning or soaking feet, is
not covered in the absence of a pathological condition.

8. EYE CARE AND LOW VISION SERVICES
   18 NYCRR Section 505.6(b)(l-3)

Eye care includes the services of ophthalmologists, optometrists and ophthalmic
dispensers, and includes eyeglasses, medically necessary contact lenses and
polycarbonate lenses, artificial eyes (stock or custom-made), low vision aids
and low vision services. Eyecare coverage includes the replacement of lost or
destroyed eyeglasses. The replacement of the complete pair of eyeglasses should
duplicate the original prescription and frames. Coverage also includes the
repair or replacement of parts in situations where the damage is the result of
causes other than defective workmanship. Replacement parts should duplicate the
original prescription and frames. Repairs to, and replacements of, frames and/or
lenses must be rendered as needed.

MCOs that allow upgrades of eyeglass frames or additional features, cannot apply
the eyeglass benefit towards the cost and bill the difference to the Enrollee.
However, if the Contractor does not include upgraded eyeglasses or additional
features such as scratchcoating, progressive lenses, or photogray lenses, the
Enrollee may choose to purchase the upgraded frame or feature by paying the
entire cost as a private customer.

Examinations for diagnosis and treatment for visual defects and/or eye disease
is provided only as necessary and as required by the Enrollee's particular
condition. Examinations which include refraction are limited to every two (2)
years unless otherwise justified as medically necessary.

Eyeglasses do not require changing more frequently than every two (2) years
unless medically indicated, such as a change in correction greater than 1/2
diopter, or unless the glasses are lost, damaged, or destroyed.

An ophthalmic dispenser fills the prescription of an optometrist or
ophthalmologist and supplies eyeglasses or other vision aids upon the order of a
qualified practitioner.

Enrollees may self-refer to any Participating Provider of vision services
(optometrist or ophthalmologist) for refractive vision services.

9. LABORATORY SERVICES
   18 NYCRR Section 505.7(a)

Laboratory services include medically necessary tests and procedures ordered by
a qualified medical professional and listed in the Medicaid fee schedule for
laboratory services, with the exception of HIV phenotypic, HIV virtual
phenotypic and HIV genotypic drug resistance tests, which are not included in
the Benefit Package and are covered by Medicaid fee-for-service.

                                   APPENDIX K
                                October 1, 2004
                                      K-19
<PAGE>
All laboratory testing sites providing services under this Contract must have a
permit issued by the New York State Department of Health and a Clinical
Laboratory Improvement Act (CLIA) certificate of waiver, a physician performed
microscopy procedures (PPMP) certificate, or a certificate of registration along
with a CLIA identification number. Those laboratories with certificates of
waiver or a PPMP certificate may perform only those specific tests permitted
under the terms of their waiver. Laboratories with certificates of registration
may perform a full range of laboratory tests for which they have been certified.
Physicians providing laboratory testing may perform only those specific limited
laboratory procedures identified in the Physician's MMIS Provider Manual.

10. RADIOLOGY SERVICES
    18 NYCRR Section 505.17(c)(7)(d)

Radiology services include medically necessary services provided by qualified
practitioners in the provision of diagnostic radiology, diagnostic ultrasound,
nuclear medicine, radiation oncology, and magnetic resonance imaging (MRI).
These services may only be performed upon the order of a qualified practitioner.

11. EARLY PERIODIC SCREENING DIAGNOSIS AND TREATMENT (EPSDT) SERVICES THROUGH
    THE CHILD TEEN HEALTH PROGRAM (C/THP) AND ADOLESCENT PREVENTIVE SERVICES
    18 NYCRR Section 508.8

Child/Teen Health Program (C/THP) is a package of early and periodic screening,
including inter-periodic screens and, diagnostic and treatment services that New
York State offers all Medicaid eligible children under twenty-one (21) years of
age. Care and services shall be provided in accordance with the periodicity
schedule and guidelines developed by the New York State Department of Health.
The care includes necessary health care, diagnostic services, treatment and
other measures (described in Section 1905(a) of the Social Security Act) to
correct or ameliorate defects, and physical and mental illnesses and conditions
discovered by the screening services (regardless of whether the service is
otherwise included in the New York State Medicaid Plan). The package of services
includes administrative services designed to assist families obtain services for
children that include outreach, education, appointment scheduling,
administrative case management and transportation assistance.

12. DURABLE MEDICAL EQUIPMENT (DME)
     18 NYCRR Section 505.5(a)(l) and Section 4.4 of the MMIS DME, Medical and
     Surgical Supplies and Prosthetic and Orthotic Appliances Provider Manual

Durable Medical Equipment (DME) are devices and equipment, other than
medical/surgical supplies, enteral formula, and prosthetic or orthotic
appliances, and have the following characteristics:

      (i)   can withstand repeated use for a protracted period of time;

      (ii)  are primarily and customarily used for medical purposes;

      (iii) are generally not useful to a person in the absence of illness or
            injury; and

      (iv)  are usually not fitted, designed or fashioned for a particular
            individual's use. Where equipment is intended for use by only one
            (1) person, it may be either custom made or customized.

                                   APPENDIX H
                                 October 1, 2004
                                      K-20
<PAGE>
DME must be ordered by a qualified practitioner and procured from a
Participating Provider.

13. AUDIOLOGY, HEARING AID SERVICES AND PRODUCTS
      18 NYCRR Section 505.31 (a)(l)(2) and Section 4.7 of the MMIS Hearing Aid
      Provider Manual

a) Hearing aid services and products are provided in compliance with Article
   37-A of the General Business Law when medically necessary to alleviate
   disability caused by the loss or impairment of hearing. Hearing aid services
   include: selecting, fitting and dispensing of hearing aids, hearing aid
   checks following dispensing of hearing aids, conformity evaluation, and
   hearing aid repairs.

b) Audiology services include audiometric examinations and testing, hearing aid
   evaluations and hearing aid prescriptions or recommendations, as medically
   indicated.

c) Hearing aid products include hearing aids, earmolds, special fittings, and
   replacement parts (hearing aid batteries are excluded from the Benefit
   Package, but are covered by Medicaid fee-for-service as part of the
   prescription benefit)

14. PREVENTIVE CARE

Preventive care means care and services to avert disease/illness and/or its
consequences. There are three (3) levels of preventive care: 1) primary, such as
immunizations, aimed at preventing disease; 2) secondary, such as disease
screening programs aimed at early detection of disease; and 3) tertiary, such as
physical therapy, aimed at restoring function after the disease has occurred.
Commonly, the term "preventive care" is used to designate prevention and early
detection programs rather than restorative programs.

The following preventive services are also included in the managed care Benefit
Package. These preventive services are essential for promoting wellness and
preventing illness. MCOs must offer the following :

-     General health education classes.

-     Pneumonia and influenza immunizations for at risk populations.

-     Smoking cessation classes, with targeted outreach for adolescents and
      pregnant women.

-     Childbirth education classes.

-     Parenting classes covering topics such as bathing, feeding, injury
      prevention, sleeping, illness prevention, steps to follow in an emergency,
      growth and development, discipline, signs of illness, etc.

-     Nutrition counseling, with targeted outreach for diabetics and pregnant
      women.

-     Extended care coordination, as needed, for pregnant women.

-     HIV counseling and testing.

                                   APPENDIX K
                                October 1, 2004
                                      K-21
<PAGE>
15. PROSTHETIC/ORTHOTIC ORTHOPEDIC FOOTWEAR

      Section 4.5, 4.6 and 4.7 of the MMIS DME, Medical and Surgical Supplies
      and Prosthetic and Orthotic Appliances Provider Manual

a. PROSTHETICS are those appliances or devices ordered for an Enrollee by a
Participating Provider which replace or perform the function of any missing part
of the body. Artificial eyes are covered as part of the eye care benefit.

b. ORTHOTICS are those appliances or devices, ordered for an Enrollee by a
qualified practitioner which are used for the purpose of supporting a weak or
deformed body part or to restrict or eliminate motion in a diseased or injured
part of the body.

c. ORTHOPEDIC FOOTWEAR means shoes, shoe modifications, or shoe additions which
are used to correct, accommodate or prevent a physical deformity or range of
motion malfunction in a diseased or injured part of the ankle or foot; to
support a weak or deformed structure of the ankle or foot, or to form an
integral part of a brace.

16. RENAL DIALYSIS

Renal dialysis is covered when medically necessary as ordered by a qualified
medical professional. Renal dialysis may be provided in an inpatient hospital
setting, in an ambulatory care facility, or in the home on recommendation from a
renal dialysis center.

17. EXPERIMENTAL OR INVESTIGATIONAL TREATMENT

Experimental and investigational treatment is covered on a case by case basis.

Experimental or investigational treatment for life-threatening and/or disabling
illnesses may also be considered for coverage under the external appeal process
pursuant to the requirements of Section 4910 of New York State P.H.L. under the
following conditions:

(1) The Enrollee has had coverage of a health care service denied on the basis
    that such service is experimental and investigational, and

(2) The Enrollee's attending physician has certified that the Enrollee has a
    life-threatening or disabling condition or disease:

      (a) for which standard health services of procedures have been ineffective
      or would be medically inappropriate, or

      (b) for which there does not exist a more beneficial standard health
      service or procedure covered by the health care plan, or

      (c) for which there exists a clinical trial, and

                                   APPENDIX H
                                October 1, 2004
                                      K-22
<PAGE>
(3) The Enrollee's provider, who must be a licensed, board-certified or
    board-eligible physician, qualified to practice in the area of practice
    appropriate to treat the Enrollee's life-threatening or disabling condition
    or disease, must have recommended either:

        (a) a health service or procedure that based on two (2) documents from
            the available medical and scientific evidence, is likely to be more
            beneficial to the Enrollee than any covered standard health service
            or procedure; or

        (b) a clinical trial for which the Enrollee is eligible; and

(4) The specific health service or procedure recommended by the attending
    physician would otherwise be covered except for the MCO's determination that
    the health service or procedure is experimental or investigational.

B.    BEHAVIORAL HEALTH SERVICES

These services include Chemical Dependence and Mental Health Services.

-   CHEMICAL DEPENDENCE SERVICES:

    For all Enrollees not categorized as SSI or SSI related, Chemical Dependence
    Services in the Benefit Package include inpatient treatment services
    including inpatient rehabilitation and treatment services programs,
    Detoxification Services (Medically Managed Inpatient Detoxification and
    Medically Supervised Inpatient and Outpatient Withdrawal Services) and
    self-referral for assessment as described below.

    For all Enrollees categorized as SSI or SSI related, the Benefit Package
    includes Detoxification Services (Medically Managed Inpatient Detoxification
    and Medically Supervised Inpatient and Outpatient Withdrawal Services). All
    other Chemical Dependence Services, including Chemical Dependence Inpatient
    Rehabilitation and Treatment, are covered on a Medicaid fee-for-service
    basis for the SSI population.

-   MENTAL HEALTH SERVICES:

    The Mental Health Services listed below are in the Benefit Package for all
    Enrollees not categorized as SSI or SSI related. For Enrollees who are
    categorized as SSI or SSI related, all Mental Health Services are covered on
    a Medicaid fee-for-service basis.

1. CHEMICAL DEPENDENCE SERVICES

a.  Detoxification Services

i) Medically Managed Inpatient Detoxification

    These programs provide medically directed twenty-four hour care on an
    inpatient basis to individuals who are at risk of severe alcohol or
    substance abuse withdrawal, incapacitated, a risk to self or others, or
    diagnosed with an acute physical or mental co-morbidity. Specific services
    include, but are not limited to: medical management, bio-psychosocial
    assessments, stabilization of medical psychiatric/psychological problems,
    individual and group

                                   APPENDIX K
                                 October 1, 2004
                                      K-23
<PAGE>
    counseling, level of care determinations and referral and linkages to other
    services as necessary. Medically Managed Detoxification Services are
    provided by facilities licensed by OASAS under Title 14 NYCRR Part 816.6 and
    the Department of Health as a general hospital pursuant to Article 28 of the
    Public Health Law or by the Department of Health as a general hospital
    pursuant to Article 28 of the Public Health Law.

ii) Medically Supervised Withdrawal

    (a) Medically Supervised Inpatient Withdrawal

    These programs offer treatment for moderate withdrawal on an inpatient
    basis. Services must include medical supervision and direction under the
    care of a physician in the treatment for moderate withdrawal. Specific
    services must include, but are not limited to: medical assessment within
    twenty four hours of admission; medical supervision of intoxication and
    withdrawal conditions; bio-psychosocial assessments; individual and group
    counseling and linkages to other services as necessary. Maintenance on
    methadone while a patient is being treated for withdrawal from other
    substances may be provided where the provider is appropriately authorized.
    Medically Supervised Inpatient Withdrawal services are provided by
    facilities licensed under Title 14 NYCRR Part 816.7.

    (b) Medically Supervised Outpatient Withdrawal

    These programs offer treatment for moderate withdrawal on an outpatient
    basis. Required services include, but are not limited to: medical
    supervision of intoxication and withdrawal conditions; bio-psychosocial
    assessments; individual and group counseling; level of care determinations;
    discharge planning; and referrals to appropriate services. Maintenance on
    methadone while a patient is being treated for withdrawal from other
    substances may be provided where the provider is appropriately authorized.
    Medically Supervised Outpatient Withdrawal services are provided by
    facilities licensed by Title 14 NYCRR Part 816.7.

    All detoxification and withdrawal services are a covered benefit for all
    Enrollees, including those categorized as SSI or SSI related.

    Detoxification Services in Article 28 inpatient hospital facilities are
    subject to the stop-loss provisions specified in Section 3.11 of this
    Agreement.

b.  Chemical Dependence Inpatient Rehabilitation and Treatment Services

    Services provided include intensive management of chemical dependence
    symptoms and medical management of physical or mental complications from
    chemical dependence to clients who cannot be effectively served on an
    outpatient basis and who are not in need of medical detoxification or acute
    care. These services can be provided in a hospital or free-standing
    facility. Specific services can include, but are not limited to:
    comprehensive admission evaluation and treatment planning; individual group,
    and family counseling; awareness and relapse prevention; education about
    self-help groups; assessment and referral services; vocational and
    educational assessment; medical and psychiatric consultation; food and
    housing; and HIV and AIDS education. These services may be provided by
    facilities

                                   APPENDIX K
                                 October 1, 2004
                                      K-24
<PAGE>
   licensed by OASAS to provide: Chemical Dependence Inpatient Rehabilitation
   and Treatment Services under Title 14 NYCRR Part 818. Maintenance on
   methadone while a patient is being treated for withdrawal from other
   substances may be provided where the provider is appropriately authorized.

   MCOs will be reimbursed for qualifying impatient days of chemical dependence
   inpatient treatment beyond thirty (30) days according to stop-loss
   provisions contained in Section 3.12 of this Agreement.

c. Chemical Dependence Assessment Self-Referral

   Enrollees must be allowed to self refer for one (1) assessment from a
   Contractor's participating provider in a twelve (12) month period.

2. MENTAL HEALTH SERVICES

Mental Health Services are subject to the stop-loss provisions specified in
Section 3.12 of this Agreement.

a. Inpatient Services

All inpatient mental health services, including voluntary or involuntary
admissions for mental health services. The Contractor may provide the covered
benefit for medically necessary mental health inpatient services through
hospitals licensed pursuant to Article 28 of the New York State P.H.L.

b. Outpatient Services

Outpatient services including but not limited to: assessment, stabilization,
treatment planning, discharge planning, verbal therapies, education, symptom
management, case management services, crisis intervention and outreach services,
chlozapine monitoring and collateral services as certified by OMH. Services may
be provided in-home, office or the community. Services may be provided by
licensed OMH providers or by other providers of mental health services including
clinical psychologists and physicians. For further information regarding
service coverage consult the following MMIS Provider Manuals: Clinic, Ambulatory
Services for Mental Illness (Clinic Treatment Program), Clinical Psychology, and
Physician (Psychiatric Services).

Enrollees must be allowed to self-refer for one (1) mental health assessment
from a Contractor's Participating Provider in a twelve (12) month period. In the
case of children, such self-referrals may originate at the request of a school
guidance counselor or similar source.

Services provided through OMH designated clinics for Enrollees with a clinical
diagnosis of SED are covered by Medicaid fee-for-service.

                                   APPENDIX K
                                October 1, 2004
                                      K-25
<PAGE>
C.    OTHER COVERED SERVICES

1.  Federally Qualified Health Center (FQHC) Services

FQHC services include physician services, services and supplies covered under
SSA Section 1861(s)(2)(A). Services include primary health, referral for
supplemental health services, health education, patient case management,
including outreach, counseling, referral and follow-up services (see 42 USC
Section 254c(a) & (b)).

                                   APPENDIX K
                                October 1, 2004
                                      K-26
<PAGE>
                             PREPAID BENEFIT PACKAGE
    II. OPTIONAL COVERED SERVICES (AT DISCRETION OF LDSS AND/OR CONTRACTOR)

A. FAMILY PLANNING AND REPRODUCTIVE HEALTH CARE

   Family Planning and Reproductive Health Care services means the offering,
   arranging and furnishing of those health services which enable Enrollees,
   including minors, who may be sexually active to prevent or reduce the
   incidence of unwanted pregnancy. These include: diagnosis and all medically
   necessary treatment, sterilization, screening and treatment for sexually
   transmissible diseases and screening for disease and pregnancy.

   Also included is HIV counseling and testing when provided as part of a family
   planning visit. Additionally, reproductive health care includes coverage of
   all medically necessary abortions. Elective induced abortions must be covered
   for New York City recipients. Fertility services are not covered.

   If the Contractor excludes family planning from its Benefit Package, the
   Contractor is still required to provide the following services:

    i)  screening, related diagnosis, ambulatory treatment, and referral to
        Participating Provider as needed for dysmenorrhea, cervical cancer or
        other pelvic abnormality/pathology;

    ii) screening, related diagnosis, and referral to Participating Provider for
        anemia, cervical cancer, glycosuria, proteinuria, hypertension, breast
        disease and pregnancy.

B. DENTAL SERVICES

   Dental care includes preventive, prophylactic am other routine dental care,
   services, supplies and dental prosthetics required to alleviate a serious
   health condition, including one which affects employability.

   Dental surgery performed in an ambulatory or inpatient setting is the
   responsibility of the Contractor whether dental services are a covered plan
   benefit, or not. Inpatient claims and referred ambulatory claims for dental
   services provided in an inpatient or outpatient hospital setting for surgery,
   anesthesiology, X-rays, etc. are the responsibility of the Contractor. In
   these situations, the professional services of the dentist are covered by
   Medicaid fee-for-service. The Contractor should set up procedures to prior
   approve dental services provided in inpatient and ambulatory settings.

   As described in Sections 10.16 and 10.28 of this Agreement, Enrollees may
   self-refer to Article 28 clinics operated by academic dental centers to
   obtain covered dental services.

   If Contractor's Benefit Package excludes dental services:

    i)  Enrollees may obtain routine exams, orthodontic services and appliances,
        dental office surgery, fillings, prophylaxis, and other Medicaid covered
        dental services from any qualified Medicaid provider who shall claim
        reimbursement from MMIS; and

                                   APPENDIX K
                                October 1, 2004
                                      K-27
<PAGE>
    ii) Inpatient and referred ambulatory claims for medical services provided
        in an inpatient or outpatient hospital setting in conjunction with a
        dental procedure (e.g. anesthesiology, X-rays), are the responsibility
        of the Contractor. In these situations, the professional services of the
        dentist are covered Medicaid fee-for-service.

C. TRANSPORTATION SERVICES
   18 NYCRR Section 505.10

   a. Non-Emergency Transportation

   Transportation expenses are covered when transportation is essential in order
   for an Enrollee to obtain necessary medical care and services which are
   covered under the Medicaid program (either as part of the Contractor's
   Benefit Package or by fee-for-service Medicaid). Non-emergent transportation
   guidelines may be developed in conjunction with the LDSS, based on the LDSS'
   approved transportation plan.

   Transportation services means transportation by ambulance, ambulette fixed
   wing or airplane transport, invalid coach, taxicab, livery, public
   transportation, or other means appropriate to the Enrollee's medical
   condition; and a transportation attendant to accompany the Enrollee, if
   necessary. Such services may include the transportation attendant's
   transportation, meals, lodging and salary; however, no salary will be paid to
   a transportation attendant who is a member of the Enrollee's family.

   When the Contractor is capitated for non-emergency transportation, the
   Contractor is also responsible for providing transportation to Medicaid
   covered services that are not part of the Contractor's Benefit Package.

   For Contractors that cover non-emergency transportation in the Benefit
   Package, transportation costs to MMTP services may be reimbursed by Medicaid
   fee-for-service in accordance with the LDSS transportation polices in local
   districts where there is a systematic method to discretely identify and
   reimburse such transportation costs.

   For Enrollees with disabilities, the method of transportation must reasonably
   accommodate their needs, taking into account the severity and nature of the
   disability.

   b. Emergency Transportation

   Emergency transportation can only be provided by an ambulance service
   including air ambulance service. Emergency ambulance transportation means the
   provision of ambulance transportation for the purpose of obtaining hospital
   services for an Enrollee who suffers from severe, life-threatening or
   potentially disabling conditions which require the provision of emergency
   medical services while the Enrollee is being transported.

   Emergency medical services means the provision of initial urgent medical care
   including, but not limited to, the treatment of trauma, burns, respiratory,
   circulatory and obstetrical emergencies.

                                   APPENDIX K
                                October 1, 2004
                                      K-28
<PAGE>

   Emergency ambulance transportation is transportation to a hospital emergency
   room generated by a "Dial 911" emergency system call or some other request
   for an immediate response to a medical emergency. Because of the urgency of
   the transportation request, insurance coverage or other billing provisions
   are not addressed until after the trip is completed. When the Contractor is
   capitated for this benefit, emergency transportation via 911 or any other
   emergency call system is a covered benefit and the Contractor is responsible
   for payment.

                                   APPENDIX K
                                 October 1, 2004
                                      K-29
<PAGE>
                             PREPAID BENEFIT PACKAGE
                    III. DEFINITIONS OF NON-COVERED SERVICES

The following services are excluded from the Contractor's Benefit Package, but
are covered, in most instances, by Medicaid fee-for-service:

A. MEDICAL NON-COVERED SERVICES

1. PERSONAL CARE AGENCY SERVICES

Personal care services (PCS) are the provision of some or total assistance with
personal hygiene, dressing and feeding; and nutritional and environmental
support (meal preparation and housekeeping). Such services must be essential to
the maintenance of the Enrollee's health and safety in his or her own home. The
service has to be ordered by a physician, and there has to be a medical need for
the service. Licensed home care services agencies, as opposed to certified home
health agencies, are the primary providers of PCS. Enrollee's receiving PCS have
to have a stable medical condition and are generally expected to be in receipt
of such services for an extended period of time (years).

Services rendered by a personal care agency which are approved by the LDSS are
not covered under the Benefit Package. Should it be medically necessary for the
PCP to order personal care agency services, the PCP (or the Contractor on the
physician's behalf) must first contact the Enrollee's LDSS contact person for
personal care. The district will determine the Enrollee's need for personal care
agency services and coordinate with the personal care agency a plan of care.

2. RESIDENTIAL HEALTH CARE FACILITIES (RHCF)

Permanent residency in a Residential Health Care Facility (RHCF) is not covered
(see 18 NYCRR Section 360-1.4 (k)). Rehabilitation services in such a setting
are covered as medically necessary when ordered by the Contractor's
Participating Provider.

3. HOSPICE PROGRAM

Hospice is a coordinated program of home and Inpatient care that provides
non-curative medical and support services for persons certified by a physician
to be terminally ill with a life expectancy of six (6) months or less. Hospice
programs provide patients and families with palliative and supportive care to
meet the special needs arising out of physical, psychological,spiritual, social
and economic stresses which are experienced during the final stages of illness
and during dying and bereavement.

Hospices are organizations which must be certified under Article 40 of the NYS
P.H.L. All services must be provided by qualified employees and volunteers of
the hospice or by qualified staff through contractual arrangements to the extent
permitted by federal and state requirements. All services must be provided
according to a written plan of care which reflects the changing needs of the
patient/family.

                                   APPENDIX K
                                October 1, 2004
                                      K-30
<PAGE>
If an Enrollee in the Contractor's plan becomes terminally ill and receives
Hospice Program services he or she may remain enrolled and continue to access
the Contractor's Benefit Package while Hospice costs are paid for by Medicaid
fee-for-service.

4. PRESCRIPTION AND NON-PRESCRIPTION (OTC) DRUGS, MEDICAL SUPPLIES, AND ENTERAL
FORMULA

Coverage for drugs dispensed by community pharmacies, over the counter drugs,
medical/surgical supplies and enteral formula are not included in the Benefit
Package and will be paid for by Medicaid fee-for-service. Medical/surgical
supplies are items other than drugs, prosthetic or orthotic appliances, or DME
which have been ordered by a qualified practitioner in the treatment of a
specific medical condition and which are: consumable, non-reusable, disposable,
or for a specific rather than incidental purpose, and generally have no
salvageable value (e.g. gauze pads, bandages and diapers). Pharmaceuticals and
medical supplies routinely furnished or administered as part of a clinic or
office visit are covered.

                                   APPENDIX K
                                October 1, 2004
                                      K-31
<PAGE>
B. NON-COVERED BEHAVIORAL HEALTH SERVICES

1. CHEMICAL DEPENDENCE SERVICES

a. OUTPATIENT REHABILITATION AND TREATMENT SERVICES

i). Methadone Maintenance Treatment Program (MMTP)

Consists of drug detoxification, drug dependence counseling, and rehabilitation
services which include chemical management of the patient with methadone.
Facilities that provide methadone maintenance treatment do so as their principal
mission and are certified by the Office of Alcohol and Substance Abuse Services
(OASAS) under Title 14 NYCRR, Part 828.

ii). Medically Supervised Ambulatory Chemical Dependence Outpatient Clinic
     Programs

Medically Supervised Ambulatory Chemical Dependence Outpatient Clinic Programs
are licensed under Title 14 NYCRR Part 822 and provide chemical dependence
outpatient treatment to individuals who suffer from chemical abuse or dependence
and their family members or significant others.

iii). Medically Supervised Chemical Dependence Outpatient Rehabilitation
Programs

Medically Supervised Chemical Dependence Outpatient Rehabilitation Programs
provide full or half-day services to meet the needs of a specific target
population of chronic alcoholic persons who need a range of services which are
different from those typically provided in an alcoholism outpatient clinic.
Programs are licensed by as Chemical Dependence Outpatient Rehabilitation
Programs under Title 14 NYCRR Part 822.9.

iv). Outpatient Chemical Dependence for Youth Programs

Outpatient Chemical Dependence for Youth Programs (OCDY) licensed under Title 14
NYCRR Part 823, establishes programs and service regulations for OCDY programs.
OCDY programs offer discrete, ambulatory clinic services to chemically-dependent
youth in a treatment setting that supports abstinence from chemical dependence
(including alcohol and substance abuse) services.

b. CHEMICAL DEPENDENCE SERVICES ORDERED BY THE LDSS

The Contractor is not responsible for the provision and payment of Chemical
Dependence Inpatient Rehabilitation and Treatment Services ordered by the LDSS
and provided to Enrollees who have:

            -  been assessed as unable to work by the LDSS and are mandated to
               receive Chemical Dependence Inpatient Rehabilitation and
               Treatment Services as a condition of eligibility for Public
               Assistance or Medicaid, or

                                   APPENDIX K
                                October 1, 2004
                                      K-32
<PAGE>

            -  have been determined to be able to work with limitations (work
               limited) and are simultaneously mandated by the district into
               Chemical Dependence Inpatient Rehabilitation and Treatment
               Services (including alcohol and substance abuse treatment
               services) pursuant to work activity requirements.

The Contractor is not responsible for the provision and payment of Medically
Supervised Inpatient and Outpatient Withdrawal Services ordered by the LDSS
under Welfare Reform (as indicated by Code 83).

The Contractor is responsible for the provision and payment of Medically Managed
Detoxification Services in this Agreement.

If the Contractor is already providing an Enrollee with Chemical Dependence
Inpatient Rehabilitation and Treatment Services and Detoxification Services and
the LDSS is satisfied with the level of care and services, then the Contractor
will continue to be responsible for the provision and payment of these services.

2. MENTAL HEALTH SERVICES

a. Intensive Psychiatric Rehabilitation Treatment Programs (IPRT)

A time limited active psychiatric rehabilitation designed to assist a patient in
forming and achieving mutually agreed upon goals in living, learning, working
and social environments, to intervene with psychiatric rehabilitative
technologies to overcome functional disabilities. IPRT services are certified by
OMH under 14 NYCRR Part 587.

b.  Day Treatment

A combination of diagnostic, treatment, and rehabilitative procedures which,
through supervised and planned activities and extensive client-staff
interaction, provides the services of the clinic treatment program, as well as
social training, task and skill training and socialization activities. Services
are expected to be of six (6) months duration. These services are certified by
OMH under 14 NYCRR, Part 587.

c. Continuing Day Treatment

Provides treatment designed to maintain or enhance current levels of functioning
and skills, maintain community living, and develop self-awareness and
self-esteem. Includes: assessment and treatment planning; discharge planning;
medication therapy; medication education; case management; health screening and
referral; rehabilitative readiness development; psychiatric rehabilitative
readiness determination and referral and symptom management. These services are
certified by OMH under 14 NYCRR, Part 587.

d. Day Treatment Programs Serving Children

Day treatment programs are characterized by a blend of mental health and special
education services provided in a fully integrated program. Typically these
programs include: special

                                   APPENDIX K
                                 October 1, 2004
                                      K-33
<PAGE>

education in small classes with an emphasis on individualized instruction,
individual and group counseling, family services such as family counseling,
support and education, crisis intervention, interpersonal skill development,
behavior modification, art and music therapy.

e. Home and Community Based Services Waiver for Seriously Emotionally Disturbed
   Children

This waiver is in select counties for children and adolescents who would
otherwise be admitted to an institutional setting if waiver services were not
provided. The services include individualized care coordination, respite, family
support, intensive in-home skill building, and crisis response.

f. Case Management

The target population consists of individuals who are seriously and persistently
mentally ill (SPMI), require intensive, personal and proactive intervention to
help them obtain those services which will permit functioning in the community
and either have symptomology which is difficult to treat in the existing mental
health care system or are unwilling or unable to adapt to the existing mental
health care system. Three case management models are currently operated pursuant
to an agreement with OMH or a local governmental unit, and receive Medicaid
reimbursement pursuant to 14 NYCRR Part 506.

Please note: See generic definition of Comprehensive Medicaid Case Management
(CMCM) under OTHER NON-COVERED SERVICES.

g. Partial Hospitalization

Provides active treatment designed to stabilize and ameliorate acute systems,
serves as an alternative to inpatient hospitalization, or reduces the length of
a hospital stay within a medically supervised program by providing the
following: assessment and treatment planning; health screening and referral;
symptom management; medication therapy; medication education; verbal therapy;
case management; psychiatric rehabilitative readiness determination and referral
and crisis intervention. These services are certified by OMH under NYCRR Part
587.

h. Services Provided Through OMH Designated Clinics for Children With A
   Diagnosis of Serious Emotional Disturbance (SED)

These are services provided by designated OMH clinics to children and
adolescents with a clinical diagnosis of SED.

i. Assertive Community Treatment (ACT)

ACT is a mobile team-based approach to delivering comprehensive and flexible
treatment, rehabilitation, case management and support services to individuals
in their natural living setting. ACT programs deliver integrated services to
recipients and adjust services over time to meet the recipient's goals and
changing needs; are operated pursuant to approval or certification by OMH; and
receive Medicaid reimbursement pursuant to 14 NYCRR Part 508.

j. Personalized Recovery Oriented Services (PROS)

                                   APPENDIX K
                                October 1, 2004
                                      K-34
<PAGE>
PROS, licensed and reimbursed pursuant to 14 NYCCR Part 512, are designed to
assist individuals in recovery from the disabling effects of mental illness
through the coordinated delivery of a customized array of rehabilitation,
treatment, and support services in traditional settings and in off-site
locations. Specific components of PROS include Community Rehabilitation and
Support, Intensive Rehabilitation, Ongoing Rehabilitation and Support and
Clinical Treatment.

3. REHABILITATION SERVICES PROVIDED TO RESIDENTS OF OMH LICENSED COMMUNITY
RESIDENCES (CRS) AND FAMILY BASED TREATMENT PROGRAMS, AS FOLLOWS:

a. OMH Licensed CRs*

Rehabilitative services in community residences are interventions, therapies and
activities which are medically therapeutic and remedial in nature, and are
medically necessary for the maximum reduction of functional and adaptive
behavior defects associated with the person's mental illness.

b. Family-Based Treatment*

Rehabilitative services in family-based treatment programs are intended to
provide treatment to seriously emotionally disturbed children and youth to
promote their successful functioning and integration into the natural family,
community, school or independent living situations. Such services are provided
in consideration of a child's developmental stage. Those children determined
eligible for admission are placed in surrogate family homes for care and
treatment.

*These services are certified by OMH under 14 NYCRR Part 586.3, 594 and 595.

4. OFFICE OF MENTAL RETARDATION AND DEVELOPMENTAL DISABILITIES (OMRDD) SERVICES

a. Long Term Therapy Services Provided by Article 16-Clinic Treatment Facilities
   or Article 28 Facilities

These services are provided to persons with developmental disabilities including
medical or remedial services recommended by a physician or other licensed
practitioner of the healing arts for a maximum reduction of the effects of
physical or mental disability and restoration of the person to his or her best
possible functional level. It also includes the fitting, training, and
modification of assistive devices by licensed practitioners or trained others
under their direct supervision. Such services are designed to ameliorate or
limit the disabling condition and to allow the person to remain in or move to,
the least restrictive residential and/or day setting. These services are
certified by OMRDD under 14 NYCRR, Part 679 (or they are provided by Article 28
Diagnostic and Treatment Centers that are explicitly designated by the SDOH as
serving primarily persons with developmental disabilities). If care of this
nature is provided in facilities other than Article 28 or Article 16 centers, it
is a covered service.

b. Day Treatment

                                   APPENDIX K
                                October 1, 2004
                                      K-35
<PAGE>
A planned combination of diagnostic, treatment and rehabilitation services
provided to developmentally disabled individuals in need of a broad range of
services, but who do not need intensive twenty-four (24) hour care and medical
supervision. The services provided as identified in the comprehensive assessment
may include nutrition, recreation, self-care, independent living, therapies,
nursing, and transportation services. These services are generally provided in
ICF or a comparable setting. These services are certified by OMRDD under 14
NYCRR, Part 690.

c. Medicaid Service Coordination (MSC)

Medicaid Service Coordination (MSC) is a Medicaid State Plan service provided by
OMRDD which assists persons with developmental disabilities and mental
retardation to gain access to necessary services and supports appropriate to the
needs of the individual. MSC is provided by qualified service coordinators and
uses a person centered planning process in developing, implementing and
maintaining an individualized Service Plan (ISP) with and for a person with
developmental disabilities and mental retardation. MSC promotes the concepts of
a choice, individualized services and consumer satisfaction.

MSC is provided by authorized vendors who have a contract with OMRDD, and who
are paid monthly pursuant to such contract. Persons who receive MSC must not
permanently reside in an ICF for persons with developmental disabilities, a
developmental center, a skilled nursing facility or any other hospital or
Medical Assistance institutional setting that provides service coordination.
They must also not concurrently be enrolled in any other comprehensive Medicaid
long term service coordination program/service including the Care at Home
Waiver.

Please note: See generic definition of Comprehensive Medicaid Case Management
(CMCM) under OTHER NON-COVERED SERVICES.

d. Home And Community Based Services Waivers (HCBS)

The Home and Community-Based Services Waiver serves persons with developmental
disabilities who would otherwise be admitted to an ICF/MR if waiver services
were not provided. HCBS waivers services include residential habilitation, day
habilitation, prevocational, supported work, respite, adaptive devices,
consolidated supports and services, environmental modifications, family
education and training, live-in caregiver, and plan of care support services.
These services are authorized pursuant to a SSA Section 1915(c) waiver from
DHHS.

e. Services Provided Through the Care At Home Program (OMRDD)

The OMRDD Care at Home III, Care at Home IV, and Care at Home VI waivers, serve
children who would otherwise not be eligible for Medicaid because of their
parents' income and resources, and who would otherwise be eligible for an ICF/MR
level of care. Care at Home waiver services include service coordination,
respite and assistive technologies. Care at Home waiver services are authorized
pursuant to a SSA section 1915(c) waiver from DHHS.

                                   APPENDIX K
                                October 1, 2004
                                      K-36
<PAGE>

C. OTHER NON-COVERED SERVICES

1. THE EARLY INTERVENTION PROGRAM (EIP) - CHILDREN BIRTH to Two (2) Years of Age

This program provides early intervention services to certain children, from
birth through two (2) years of age, who have a developmental delay or a
diagnosed physical or mental condition that has a high probability of resulting
in developmental delay. All managed care providers MUST refer infants and
toddlers suspected of having a delay to the local designated Early Intervention
agency in their area. (In most municipalities, the County Health Department is
the designated agency, except: New York City - the Department of Health, Mental
Retardation and Alcoholism Services; Erie County - The Department of Youth
Services; Jefferson County - the Office of Community Services; and Ulster County
- the Department of Social Services).

Early intervention services provided to this eligible population are categorized
as Non-Covered. These services, which are designed to meet the developmental
needs of the child and the needs of the family related to enhancing the child's
development, will be identified on MMIS by unique rate codes by which only the
designated early intervention agency can claim reimbursement. Contractor covered
and authorized services will continue to be provided by the Contractor.
Consequently, the Contractor will be expected to refer any enrolled child
suspected of having a developmental delay to the locally designated early
intervention agency in their area and participate in the development of the
Child's Individualized Family Services Plan (IFSP). Contractor's participation
in the development of the IFSP is necessary in order to coordinate the provision
of early intervention services and services covered by the Contractor.

Additionally, the locally designated early intervention agencies will be
instructed on how to identify a managed care Enrollee and the need to contact
the Contractor to coordinate service provision.

2. PRESCHOOL SUPPORTIVE HEALTH SERVICES-CHILDREN THREE (3) THROUGH FOUR (4)
   YEARS OF AGE

The Preschool Supportive Health Services Program (PSHSP) enables counties and
New York City to obtain Medicaid reimbursement for certain educationally related
medical services provided by approved preschool special education programs for
young children with disabilities. The Committee on Preschool Special Education
in each school district is responsible for the development of an Individualized
Education Program (IEP) for each child evaluated in need of special education
and medically related health services.

PSHSP services rendered to children three (3) through four (4) years of age in
conjunction with an approved IEP are categorized as Non-Covered.

The PSHSP services will be identified on MMIS by unique rate codes through which
only counties and New York City can claim reimbursement. In addition, a limited
number of Article 28 clinics associated with approved pre-school programs are
allowed to directly bill Medicaid fee- for- service for these services.
Contractor covered and authorized services will continue to be provided by the
Contractor.

                                   APPENDIX K
                                October 1, 2004
                                      K-37
<PAGE>

3. SCHOOL SUPPORTIVE HEALTH SERVICES-CHILDREN FIVE (5) THROUGH TWENTY-ONE (21)
   YEARS OF AGE

The School Supportive Health Services Program (SSHSP) enables school districts
to obtain Medicaid reimbursement for certain educationally related medical
services provided by approved special education programs for children with
disabilities. The Committee on Special Education in each school district is
responsible for the development of an Individualized Education Program (IEP) for
each child evaluated in need of special education and medically related
services.

SSHSP services rendered to children five (5) through twenty-one (21) years of
age in conjunction with an approved IEP are categorized as Non-Covered.

The SSHSP services are identified on MMIS by unique rate codes through which
only school districts can claim Medicaid reimbursement. Contractor covered and
authorized services will continue to be provided by the Contractor.

4. COMPREHENSIVE MEDICAID CASE MANAGEMENT (CMCM)

A program which provides "social work" case management referral services to a
targeted population (e.g.: pregnant teens, mentally ill). A CMCM case manager
will assist a client in accessing necessary services in accordance with goals
contained in a written case management plan. CMCM programs do not provide
services directly, but refer to a wide range of service Providers. Some of these
services are: medical, social, psycho-social, education, employment, financial,
and mental health. CMCM referral to community service agencies and/or medical
providers requires the case manager to work out a mutually agreeable case
coordination approach with the agency/medical providers. Consequently, if an
Enrollee of the Contractor is participating in a CMCM program, the Contractor
should work collaboratively with the CMCM case manager to coordinate the
provision of services covered by the Contractor. CMCM programs will be
instructed on how to identify a managed care Enrollee on EMEVS and informed on
the need to contact the Contractor to coordinate service provision.

5. DIRECTLY OBSERVED THERAPY FOR TUBERCULOSIS DISEASE

Tuberculosis directly observed therapy (TB/DOT) is the direct observation of
oral ingestion of TB medications to assure patient compliance with the
physician's prescribed medication regimen. While the clinical management of
tuberculosis is covered in the Benefit Package, TB/DOT where applicable, can be
billed directly to MMIS by any SDOH approved fee-for-service Medicaid TB/DOT
Provider. The Contractor remains responsible for communicating, cooperating and
coordinating clinical management of TB with the TB/DOT Provider.

6. AIDS ADULT DAY HEALTH CARE

Adult Day Health Care Programs (ADHCP) are programs designed to assist
individuals with HIV disease to live more independently in the community or
eliminate the need for residential health care services. Registrants in ADHCP
require a greater range of comprehensive health care

                                   APPENDIX K
                                October 1, 2004
                                      K-38
<PAGE>

services than can be provided in any single setting, but do not require the
level of services provided in a residential health care setting. Regulations
require that a person enrolled in an ADHCP must require at least three (3) hours
of health care delivered on the basis of at least one (1) visit per week. While
health care services are broadly defined in this setting to include general
medical care, nursing care, medication management, nutritional services,
rehabilitative services, and substance abuse and mental health services, the
latter two (2) cannot be the sole reason for admission to the program. Admission
criteria must include, at a minimum, the need for general medical care and
nursing services.

7. HIV COBRA CASE MANAGEMENT

The HIV COBRA (Community Follow-up Program) Case Management Program is a program
that provides intensive, family-centered case management and community follow-up
activities by case managers, case management technicians, and community
follow-up workers. Reimbursement is through an hourly rate billable to Medicaid.
Reimbursable activities include intake, assessment, reassessment, service plan
development and implementation, monitoring, advocacy, crisis intervention, exit
planning and case specific supervisory case-review conferencing.

8. FERTILITY SERVICES

Fertility services are not covered by the Benefit Package nor by Medicaid
fee-for-service.

9. ADULT DAY HEALTH CARE

ADULT DAY HEALTH CARE means care and services provided to a registrant in a
residential health care facility or approved extension site under the medical
direction of a physician and which is provided by personnel of the adult day
health care program in accordance with a comprehensive assessment of care needs
and individualized health care plan, ongoing implementation and coordination of
the health care plan, and transportation.

REGISTRANT means a person who is a nonresident of the residential health care
facility who is functionally impaired and not homebound and who requires certain
preventive, diagnostic, therapeutic, rehabilitative or palliative items or
services provided by a general hospital, or residential health care facility;
and whose assessed social and health care needs, in the professional judgment of
the physician of record, nursing staff, Social Services and other professional
personnel of the adult day health care program can be met in while or in part
satisfactorily by delivery of appropriate services in such program.

10. PERSONAL EMERGENCY RESPONSE SERVICES (PERS)

Personal Emergency Response Services (PERS) are not covered by the Benefit
Package. PERS are covered on a fee-for-service basis through contracts between
the LDSS and PERS vendors.

                                   APPENDIX K
                                October 1, 2004
                                      K-39
<PAGE>

11. SCHOOL-BASED HEALTH CENTERS

A School-Based Health Center (SBHC) is an Article 28 extension clinic that is
located in a school and provides students with primary and preventive physical
and mental health care services, acute or first contact care, chronic care, and
referral as needed. SBHC services include comprehensive physical and mental
health histories and assessments, diagnosis and treatment of acute and chronic
illnesses, screenings (e.g., vision, hearing, dental, nutrition, TB), routine
management of chronic diseases (e.g., asthma, diabetes), health education,
mental health counseling and/or referral, immunizations and physicals for
working papers and sports.

                                   APPENDIX K
                                 October 1, 2004
                                      K-40
<PAGE>

                          IV. SCHEDULE A OF APPENDIX K

                             PREPAID BENEFIT PACKAGE
                  COVERAGE STATUS OF OPTIONAL COVERED SERVICES

COUNTY: DUTCHESS

MCO: WELLCARE OF NEW YORK, INC.

<TABLE>
<CAPTION>
                                         COVERAGE STATUS
         SERVICE                COVERED BY        NOT COVERED BY
                                CONTRACTOR        CONTRACTOR
<S>                             <C>               <C>
Family Planning                          X
Dental Services                                            X
Emergency Transportation                 X
Non-Emergency Transportation                               X
</TABLE>

                                   APPENDIX K
                                October 1, 2004
                                      K-41
<PAGE>

                                   APPENDIX L

                        APPROVED CAPITATION PAYMENT RATES

                                    APPENDIX L
                                October 1, 2004
                                      L-1
<PAGE>

                           WELLCARE OF NEW YORK, INC.
                           Medicaid Managed Care Rates

MMIS ID#: 01182503                                    Effective Date: 04/01/04
Approved by DOB: Yes                                  Region: Mid-Hudson
DOH HMO #: 04-008                                     County: Dutchess
Reinsurance: Private                                  Status: Voluntary

<TABLE>
<CAPTION>
Premium Group                                                Rate Amount
-------------                                                -----------
<S>                                                          <C>
TANF/SN less than 6mo M/F                                       $222.23
TANF/SN 6mo-14 F                                                 $77.91
TANF/SN 15-20 F                                                 $140.16
TANF/SN 6mo-20 M                                                 $90.59
TANF 21+ M/F                                                    $187.60
SN 21-29 M/F                                                    $200.37
SN 30+ M/F                                                      $362.90
SSI 6mo-20 M/F                                                  $207.18
SSI 21-64 M/F                                                   $389.65
SSI 65+ M/F                                                     $269.26
Maternity Kick Payment                                        $4,526.04
Newborn Kick Payment                                          $2,338.57
</TABLE>

Optional Benefits Offered:

   [X] Emergency Transportation                       [ ] Dental
   [ ] Non-Emergent Transportation                    [X] Family Planning

       Box will be checked if the optional benefit is covered by the plan

Benefit  Limitations:

   Outpatient Mental Health Cap of 20 visits

   Inpatient Mental Health\Substance Abuse Cap of 30 Days

<PAGE>

                                   APPENDIX M

                                  SERVICE AREA

                                   APPENDIX M
                                October 1, 2004
                                      M-1
<PAGE>

The Contractor's Medicaid managed care service area is comprised of DUTCHESS
County in its entirety.


                                   APPENDIX M
                                October 1, 2004
                                      M-2
<PAGE>

                                   APPENDIX N

                     CONTRACTOR-COUNTY SPECIFIC AGREEMENTS

                                   APPENDIX N
                                October 1, 2004