##### 



Exhibit 10.6.4

STATE OF NEW JERSEY

DEPARTMENT OF HUMAN SERVICES

DIVISION OF MEDICAL ASSISTANCE AND HEALTH SERVICES

AND

AMERIGROUP NEW JERSEY, INC.

AGREEMENT TO PROVIDE HMO SERVICES

In accordance with Article 7, section 7.11.2A and 7.11.2B of the contract
between AMERIGROUP New Jersey, Inc. and the State of New Jersey, Department of
Human Services, Division of Medical Assistance and Health Services (DMAHS),
effective date October 1, 2000, all parties agree that certain sections of the
contract shall be amended to take effect November 1, 2003, as follows:





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##### 





|1. |  | Article 4, Provision of Health Care Services, Sections 4.1.5(C),
4.1.5(D), 4.1.6(A)3 and 4.1.7(C)13 shall be amended as reflected in
Article 4, Sections 4.1.5(C), 4.1.5(D), 4.1.6(A)3 and 4.1.7(C)13 attached
hereto and incorporated herein.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Article 5, Enrollee Services,Sections 5.8.2(M) and 5.8.2(U) shall be
amended as reflected in Article 5, Sections 5.8.2(M) and 5.8.2(U) attached
hereto and incorporated herein.                                                               
|  
|3. |  | Article 8, Financial Provisions,Section 8.5.6 shall be amended as
reflected in Section 8.5.6 attached hereto and incorporated herein.                                                                                                         
|  
|4. |  | Appendix, Section B, Cost-Sharing Requirements for NJ FamilyCare Plan C,
Plan D and Plan H Beneficiaries,B.5.2, Plan H co-pays shall be amended
as reflected in Section B, B.5.2 attached hereto and incorporated herein.                     





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##### 



All other terms and conditions of the October 1, 2000 contract and
subsequent amendments remain unchanged except as noted above.

The contracting parties indicate their agreement by their signatures. AMERIGROUP

|                       |  |                              | 
|---------------------- |  | ---------------------------- | 
|                       |  | State of New Jersey         
|New Jersey, Inc.       |  | Department of Human Services
|                       |  |                              | 
|BY: /s/ Norine Yukon   |  | BY:                          | 
|                       |  | Ann Clemency Kohler         
|TITLE: President & CEO |  | TITLE: Director, DMAHS      
|DATE: 10/27/03         |  | DATE:                        | 
|                       |  |                              | 

APPROVED AS TO FORM ONLY

Attorney General State of New

Jersey

BY: Deputy Attorney General





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##### 





| |  | an enrollees risk factors, 3) development of a plan of care, 4) referrals and
assistance to ensure timely access to providers, 5) coordination of care
actively linking the enrollee to providers, medical services, residential,
social, and other support services where needed, 6) monitoring, 7) continuity
of care, and 8) follow-up and documentation.                                                                   
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Centers for Medicare and
Medicaid Services (CMS) -formerly the Health Care
Financing Administration (HCFA) within the U.S. Department of Health and Human
Services.                                                                                                                                                                                                                                                             
|
| |  | Certificate of Authorityalicense granted by the New Jersey Department of
Banking and Insurance and the New Jersey Department of Health and Senior
Services to operate an HMO in compliance with N.J.S.A. 26:2J-l et. seq.                                                                                                                                                                                                      
|
| |  | Childrens Health Care Coverage Program--means the program established by the
Childrens Health Care Coverage Act, P.L. 1997, c.272 as a health insurance
program for targeted, low-income children.                                                                                                                                                                                                                          
|
| |  | Children with Special Health CareNeedsthose children who have or are at
increased risk for chronic physical,  developmental, behavioral, or emotional
conditions and who also require health and related services of a type and
amount beyond that required by children generally.                                                                                                                                            
|
| |  | Chronic Illnessadisease or condition of long duration (repeated inpatient
hospitalizations, out of work or school at least three months within a
twelve-month period, or the necessity for continuous health care on an ongoing
basis), sometimes involving very slow progression and long continuance. Onset
is often gradual and the process may include periods of acute exacerbation
alternating with periods of remission.
|
| |  | Clinical Peeraphysician or other health care professional who holds a
non-restricted license in New Jersey and is in the same or similar specialty as
typically manages the medical condition, procedure, or treatment under review.                                                                                                                                                                                           
|
| |  | CNM or Certified Nurse Midwifearegistered professional nurse who is legally
authorized under State law to practice as a nurse-midwife, and has completed a
program of study and clinical experience for nurse-midwives or equivalent.                                                                                                                                                                                          
|
| |  | CNP or Certified Nurse Practitioneraregistered professional nurse who is
licensed by the New Jersey Board of Nursing and meets the advanced educational
and clinical practice requirements beyond the two to four years of basic
nursing education required of all registered nurses.                                                                                                                                          
|
| |  | CNS or Clinical Nurse Specialistaperson licensed to practice as a registered
professional nurse who is licensed by the New Jersey State Board of Nursing or
similarly licensed and certified by a comparable agency of the state in which
he/she practices.                                                                                                                                                                    
|
| |  | Cold CallMarketingany unsolicited personal contact with a potential enrollee
by an employee or agent of the contractor for the purpose of influencing the
individual to enroll                                                                                                                                                                                                                                                 

|                               |  |    
|------------------------------ |  | ---
|Amended as of November 1, 2003 |  | I-4





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##### 





| | C. |  | Up to twelve (12) inpatient hospital days required for social
necessity in accordance with Medicaid regulations.                                                                 
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | D. |  | DDD/CCW waiver services: individual supports (which includes
personal care and training), habilitation, case management, respite,
and Personal Emergency Response Systems (PERS).



|4.1.5 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | INSTITUTIONAL FEE-FOR-SERVICE
BENEFITS - NO COORDINATION BY THE
CONTRACTOR
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------
|     
|      | The following institutional services shall remain in the fee-for-service
program without requiring coordination by the contractor. In addition,
Medicaid beneficiaries participating in a waiver (except the Division of
Developmental Disabilities Community Care Waiver) or demonstration
program or admitted for long term care treatment in one of the following
shall be disenrolled from the contractors plan on the date of admission
to institutionalized care.



| | A. |  | Nursing Facility care (Exception: if the admission is only
for inpatient rehabilitationlpostacute care services and is 30 days
or less, the enrollee will not be disenrolled. The contractor
remains financially responsible for services in this setting for 30
days. Thereafter, if the enrollee continues to receive services in
this setting, the enrollee will be disenrolled. The contractor will
no longer be financially responsible.) Not covered for NJ FamilyCare
Plans B and C.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | B. |  | Inpatient psychiatric services (except for RTCs) for
individuals under age 21 and 65 and over  Services that are
provided:                                                                                                                                                                                                                                                                                                                                                                



| | 1. |  | Under the direction of a physician;                                                                           
| | -- |  | --------------------------------------------------------------------------------------------------------------
|
| | 2. |  | In a facility or program accredited by the Joint
Commission on Accreditation of Health Care Organizations; and
|
| | 3. |  | Meet the federal and State requirements.                                                                      



| | C. |  | Intermediate Care Facility/Mental Retardation Services -
Items and services furnished in an intermediate care facility for
the mentally retarded. Covered for NJ FamilyCare Plan A only.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | D. |  | Waiver (except Division of Developmental Disabilities
Community Care Waiver) and demonstration program services. Covered
for NJ FamilyCare PlanA only.                                  



|4.1.6 |  | BENEFIT PACKAGEFOR NJ FAMILYCAREPLAN D
|----- |  | --------------------------------------



| | A. |  | Services Included In The Contractors Benefits Package
for NJ FamilyCare Plan D.
| | -- |  | --------------------------------------------------------------------------------
| |    |  | The following services shall be
provided and case managed by the contractor:    



| | 1. |  | Primary Care
| | -- |  | ------------

|                               |  |     
|------------------------------ |  | ----
|Amended as of November 1, 2003 |  | N-10





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##### 





| | a. |  | All physicians services, primary and specialty                                                                                                                                                                                                            
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | In accordance with state certificationllicensure
requirements, standards, and practices, primary care providers
shall also include access to certified nurse midwifes, certified
nurse practitioners, clinical nurse specialists, and physician
assistants
|
| | c. |  | Services rendered at independent clinics that provide
ambulatory services                                                                                                                                                                                 
|
| |    |  | Federally Qualified Health Center primary care services                                                                                                                                                                                                   



| | 2. |  | Emergency room services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3. |  | Family Planning Services, including medical history and physical
examinations (including pelvic and breast), diagnostic and laboratory
tests, drugs and biologicals, medical supplies and devices, counseling,
continuing medical supervision, continuity of care and genetic counseling                                                                                                                                                                                                                             
|
| |    |  | Services provided primarily for the diagnosis and treatment of
infertility, including sterilization reversals, and related office
(medical and clinic) visits, drugs, laboratory services, radiological
and diagnostic services and surgical procedures are not covered by the
NJ FamilyCare program. Obtaining family planning services from
providers outside the contractors provider network is not available to
NJ FamilyCare Plan D enrollees, except for those Plan D enrollees with
program status code 380.
|
| | 4. |  | Home Health Care Services  Limited to skilled nursing for a home bound
beneficiary which is provided or supervised by a registered nurse, and
home health aide when the purpose of the treatment is skilled care; and
medical social services which are necessary for the treatment of the
beneficiarys medical condition                                                                                                                                                                                          
|
| | 5. |  | Hospice Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 6. |  | Inpatient Hospital Services, including general hospitals, special
hospitals, and rehabilitation hospitals. The contractor shall not be
responsible when the primary admitting diagnosis is mental health or
substance abuse related.                                                                                                                                                                                                                                                                                 
|
| | 7. |  | Outpatient Hospital Services, including outpatient surgery                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|                               |  |      
|------------------------------ |  | -----
|Amended as of November 1, 2003 |  | IV-11





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##### 





| | 12. |  | Durable Medical Equipment - excludes any equipment not listed in Appendix,
Section B.4.1, and not covered if not part of inpatient hospital discharge
plan
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 13. |  | Early and Periodic Screening, Diagnosis and Treatment (EPSDT) services                                                                                    
|
| | 14. |  | Transportation Services, including non-emergency ambulance, invalid
coach, and lower mode transportation                                                  
|
| | 15. |  | Hearing Aid Services                                                                                                                                      
|
| | 16. |  | Blood and Blood Plasma, except administration of blood, processing of
blood, processing fees and fees related to autologous blood donations are
covered.  
|
| | 17. |  | Cosmetic Services                                                                                                                                         
|
| | 18. |  | Custodial Care                                                                                                                                            
|
| | 19. |  | Special Remedial and Educational Services                                                                                                                 
|
| | 20. |  | Experimental and Investigational Services                                                                                                                 
|
| | 21. |  | Medical Supplies (except diabetic supplies)                                                                                                               
|
| | 22. |  | Infertility Services                                                                                                                                      
|
| | 23. |  | Rehabilitative Services for Substance Abuse                                                                                                               
|
| | 24. |  | Weight reduction programs or dietary supplements, except operations,
procedures or treatment of obesity when approved by the contractor                   
|
| | 25. |  | Acupuncture and acupuncture therapy, except when performed as a form of
anesthesia in connection with covered surgery                                     
|
| | 26. |  | Temporomandibular joint disorder treatment, including treatment performed
by prosthesis placed directly in the teeth                                      
|
| | 27. |  | Recreational therapy                                                                                                                                      
|
| | 28. |  | Sleep therapy                                                                                                                                             
|
| | 29. |  | Court-ordered services                                                                                                                                    
|
| | 30. |  | Thermograms and thermography                                                                                                                              
|
| | 31. |  | Biofeedback                                                                                                                                               
|
| | 32. |  | Radial keratotomy                                                                                                                                         
|
| | 33. |  | Respite Care                                                                                                                                              
|
| | 34. |  | Inpatient hospital services for mental health                                                                                                             
|
| | 35. |  | Inpatient and outpatient services for substance abuse                                                                                                     
|
| | 36. |  | Partial hospitalization                                                                                                                                   

|                               |  |      
|------------------------------ |  | -----
|Amended as of November 1,
2003 |  | IV-17





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##### 





| | H. |  | An explanation of the process for accessing emergency services
and services which require or do not require referrals;                                                                                                                                                                                                                                                                                                                                                              
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | I. |  | A definition of the terms emergency medical condition and
post stabilization care services and an explanation of the
procedure for obtaining emergency services, including the need to
contact the PCP for urgent care situations and prior to accessing
such services in the emergency room;                                                                                                                                                                                   
|
| | J. |  | An explanation of the importance of contacting the PCP
immediately for an appointment and appointment procedures;                                                                                                                                                                                                                                                                                                                                                                   
|
| | K. |  | An explanation of where and how twenty-four (24) hour per
day, seven (7) day per week, emergency services are available,
including out-of-area coverage, and procedures for emergency and
urgent health care service, including the fact that the enrollee has
a right to use any hospital or other setting for emergency care;                                                                                                                                                     
|
| | L. |  | A list of the Medicaid and/or NJ FamilyCare services not
covered by the contractor and an explanation of how to receive
services not covered by this contract including the fact that such
services may be obtained through the provider of their choice
according to regular Medicaid program regulations. The contractor
may also assist an enrollee or, where applicable, an authorized
person, in locating a referral provider;                                                 
|
| | M. |  | A notification of the enrollees right to obtain family
planning services from the contractor or from any appropriate
Medicaid participating family planning provider (42 C.F.R. §
431.51(b)); as well as an explanation that enrollees covered under
NJ FamilyCare Plan D (except PSC 380)may only obtain family
planning services through the contractors provider network, and
that family planning services outside the contractors provider
network are not covered services.
|
| | N. |  | A description of the process for referral to specialty and
ancillary care providers and second opinions;                                                                                                                                                                                                                                                                                                                                                                            
|
| | O. |  | An explanation of the reasons for which an enrollee may
request a change of PCP, the process of effectuating that change,
and the circumstances under which such a request may be denied;                                                                                                                                                                                                                                                                                           
|
| | P. |  | The reasons and process by which a provider may request an
enrollee to change to a different PCP;                                                                                                                                                                                                                                                                                                                                                                                   
|
| | Q. |  | An explanation of an enrollees rights to disenroll or
transfer at any time for cause; disenroll or transfer in the first
90 days after the latter of the date the individual enrolled or the
date they receive notice of enrollment and at least every twelve
(12) months thereafter without cause and that the lock-in period
does not apply to ABD, DDD or DYFS individuals;                                                                                                     





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| | R. |  | Complaints and Grievances/Appeals
| | -- |  | ---------------------------------



| | 1. |  | Procedures for resolving complaints, as approved by the DMAHS;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | A description of the grievance/appeal procedures
to be used to resolve disputes between a contractor and an
enrollee, including: the name, title, or department,
address, and telephone number of the person(s) responsible
for assisting enrollees in grievance/appeal resolutions; the
time frames and circumstances for expedited and standard
grievances; the right to appeal a grievance determination
and the procedures for filing such an appeal; the time
frames and circumstances for expedited and standard appeals;
the right to designate a representative; a notice that all
disputes involving clinical decisions will be made by
qualified clinical personnel; and that all notices of
determination will include information about the basis of
the decision and further appeal rights, if any;
|
| | 3. |  | The contractor shall notify all enrollees in
their primary language of their rights to file grievances
and appeal grievance decisions by the contractor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



| | S. |  | An explanation that Medicaid/NJ FamilyCare Plan A enrollees,
and Plan D enrollees with a program status code of 380, have the
right to a Medicaid Fair Hearing with DMAHS and the appeal process
through the DHSS for Medicaid and NJ FamilyCare enrollees,
including instructions on the procedures involved in making such a
request;                                         
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | T. |  | Title, addresses, phone numbers and a brief description of
the contractors plan
for contractor management/service personnel;                                                                                                                                                                                                                                                   
|
| | U. |  | The interpretive, linguistic, and cultural services
available through the contractors persennelplan;                                                                                                                                                                                                                                                                           
|
| | V. |  | An explanation of the terms of enrollment in the
contractors plan, continued enrollment, automatic re-enrollment,
disenrollment procedures, time frames for each procedure, default
procedures, enrollees rights and responsibilities and causes for
which an enrollee shall lose entitlement to receive services under
this contract, and what should be done if this occurs;
|
| | W. |  | A statement strongly encouraging the enrollee to obtain a
baseline physical and dental examination, and to attend scheduled
orientation sessions and other educational and outreach
activities;                                                                                                                                                                                 
|
| | X. |  | A description of the EPSDT program, and language encouraging
enrollees to
make regular use of preventive medical and dental services;                                                                                                                                                                                                                                           
|
| | Y. |  | Provision of information to enrollees or, where applicable, an
authorized person,
to enable themto assist themin the selection of a PCP;                                                                                                                                                                                                                                        

|                               |  |       
|------------------------------ |  | ------
|Amended as of November 1, 2003 |  | V - 15





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| | KK. |  | An explanation of the appropriate uses of the Medicaid/NJ
FamilyCare identification card and the contractor identification
card;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | LL. |  | A notification, whenever applicable, that some primary care
physicians may employ other health care practitioners, such as nurse
practitioners or physician assistants, who may participate in the
patients care;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | MM. |  | The enrollees or, where applicable, an authorized persons
signed authorization on the enrollment application allows release of
medical records;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | NN. |  | Notification that the enrollees health status survey
(obtained only by the HBC) will be sent to the contractor by the
Health Benefits Coordinator;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 00. |  | A notice that enrollment and disenrollment is subject to
verification and approval by DMAHS;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | PP. |  | An explanation of procedures to follow if enrollees receive
bills from providers of
services, in or out of network;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | QQ. |  | An explanation of the enrollees financial responsibility
for payment when services are provided by a health care provider
who is not part of the contractors organization or when a
procedure, treatment or service is not a covered health care
benefit by the contractor and/or by Medicaid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | RR. |  | A written explanation at the time of enrollment of the
enrollees right to terminate enrollment, and any other
restrictions on the exercise of those rights, to conform to 42
U.S.C. § 1396b(m)(2)(F)(ii). The initial enrollment information and
the contractors member handbook shall be adequate to convey this
notice and shall have DMAHS approval prior to distribution;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | SS. |  | An explanation that the contractor will contact or
facilitate contact with, and require its PCPs to use their best
efforts to contact, each new enrollee or, where applicable, an
authorized person, to schedule an appointment for a complete,
age/sex specified  specificbaseline physical, and for
enrollees with special needs who have been identified through a
Complex Needs Assessment as having complex needs, the development
of an Individual Health Care Plan at a time mutually agreeable to
the contractor and the enrollee, but not later than ninety (90)
days after the effective date of enrollment for children under
twenty-one (21) years of age, and not later than one hundred eighty
(180) days after initial enrollment for adults; for adult clients
of DDD, no later than ninety (90) days after the effective date of
enrollment; and encourage enrollees to contact the contractor
and/or their PCP to schedule an appointment;
|
| | TT. |  | An explanation of the enrollees` rights and
responsibilities which should include, at a minimum, the following,
as well as the provisions found in Standard X in NJ modified
QARI/QISMC in Section B.4.14 of the Appendices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                               |  |       
|------------------------------ |  | ------
|Amended as of November 1, 2003 |  | V - 17





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|      |  | Individuals eligible through NJ FamilyCare Plans A, B, C, and only those
Plan D enrolleeswith a program status code of 380 and all children
groups shall receive protease inhibitors and other anti-retroviral agents
under the contractors plan. All other individuals eligible through NJ
FamilyCare with program status codes of 497-498, 300-301, 700-701, and
763, and all Plan H individualsshall receive protease inhibitors and
other anti-retrovirals (First Data Bank Specific Therapeutic Class Codes
W5C, W5B, W51, W5J, W5K, W5L, W5M and W5N) through Medicaid fee for
service and/or the AIDS Drug Distribution Program (ADDP).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|8.5.7 |  | EPSDT INCENTIVE PAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|      |  | The contractor shall be paid separately, $10 for every documented
encounter record for a contractor-approved EPSDT screening examination.
The contractor shall be required to pass the $10 amount directly to the
screening provider.                                                                                                                                                                                                                                                                                                                                                                                                          
|     
|      |  | The incentive payment shall be reimbursed for EPSDT encounter records
submitted in accordance with 1) procedure codes specified by DMAHS, and
2) EPSDT periodicity schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|8.5.8 |  | ADMINISTRATIVE COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|      |  | The capitation rates, effective July 1, 2003, recognize costs for
anticipated contractor administrative expenditures due to Balanced
Budget Act regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|8.5.9 |  | NJ FAMILYCARE PLAN H ADULTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|      |  | The contractor shall be paid an administrative fee for NJ FamilyCare
Plan H adults without dependent children, and restricted alien parents
excluding pregnant women, as defined in Article One.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     
|8.6   |  | HEALTH BASED PAYMENT SYSTEM (HBPS) FOR THE ABD POPULATION WITHOUT
MEDICARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|      |  | The DMAHS shall utilize a Health-Based Payment System (HBPS) for
reimbursements for the ABD population without Medicare to recognize
larger average health care costs and greater dispersion around the
average than other DMAHS populations. The contractor shall be reimbursed
not only on the basis of the demographic cells into which individuals
fall, but also on the basis of individual health status.                                                                                                                                                                                                                                
|     
|      |  | The Chronic Disability Payment System (CDPS) (University of California,
San Diego) is . the HBPS or the system of Risk Adjustment that shall be
used in this contract. The methodology for CDPS specific to New Jersey is
provided in the Actuarial Certification Letter for Risk Adjustment issued
separately to the contractor. Two base capitation rates and a DDD mental
health/substance abuse add-on are developed for this population. These
are:                                                                                                                                                                                       

|                               |  |       
|------------------------------ |  | ------
|Amended as of November 1, 2003 |  | VIII-9





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##### 



COST-SHARINGREQUIREMENTS FOR NJ
FAMILYCARE PLAN D AND PLAN H

COPAYMENTS FOR NJ FAMILYCARE - PLAN D AND PLAN H

Copayments will be required of parents/caretakers solely eligible through NJ
FamilyCare Plan D whose family income is between 151% and up to including 200%
of the federal poverty level. The same copayments will be required of children
solely eligible through NJ FamilyCare Plan D whose family income is between
201% and up to and including 350% of the federal poverty level. Exception -
Both Eskimos and Native American Indians under the age of 19 are not required
to pay copayments.

The total family limit (regardless of family size) on all cost-sharing may not
exceed 5% of the annual family income.

Below is listed the services requiring copayments and the amount of each copayment. -

|   |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                        
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | SERVICE                                                                                                                                                                                                                                           |  | AMOUNT OF COPAYMENT                                                                                                                                                                                                                                                                                                    
|   |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                        
|1. |  | Outpatient Hospital Clinic Visits,
including Diagnostic Testing                                                                                                                                                                                   |  | $5 copayment for each outpatient clinic visit
that is not for preventive services                                                                                                                                                                                                                                      
|   |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                        
|2. |  | Hospital Outpatient Mental Health Visits                                                                                                                                                                                                          |  | $25 copayment for each visit                                                                                                                                                                                                                                                                                           
|   |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                        
|3  |  | Outpatient Substance Abuse Services for
Detoxification                                                                                                                                                                                            |  | $5 copayment for each visit                                                                                                                                                                                                                                                                                            
|   |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                        
|4. |  | Hospital Outpatient Emergency Services
Covered for Emergency Services only,
including services provided in an outpatient
hospital department or an urgent care
facility. [Note: Triage and medical
screenings must be covered in all
situations.] |  | $35 copayment; no copayment is required if
the member was referred to the Emergency
Room by his/her primary care provider for
services that should have been rendered in the
primary care providers office or if the member
is admitted into the hospital.                                                            
|   |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                        
|5. |  | Primary Care Provider Services provided
during normal office hours                                                                                                                                                                                |  | $5 copayment for each visit (except for well-child
visits in accordance with the recommended schedule
of the American Academy of Pediatrics; lead screening
and treatment; age-appropriate immunizations;
prenatal care; or preventive dental services).
The $5 copayment shall only apply to the first
prenatal visit.

Amended as of November 1, 2003





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##### 



|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|--- |  | -------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | SERVICE                                                                                                  |  | AMOUNT OF COPAYMENT                                                                                                                                                                              
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|6.  |  | Primary Care Provider Services during                                                                    |  | $10 copayment for each visit non Office hours and for home visits                                                                                                                                
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|7.  |  | Podiatrist Services                                                                                      |  | $5 copayment for each visit                                                                                                                                                                      
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|8.  |  | Optometrist Services                                                                                     |  | $5 copayment for each visit, except for newborns covered under
fee-for-service.                                                                                                                  
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|9.  |  | Outpatient Rehabilitation Services,
including Physical Therapy,
Occupational Therapy, and Speech Therapy |  | $5 copayment for each visit                                                                                                                                                                      
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|10. |  | Prescription Drugs                                                                                       |  | $5 copayment. If greater than a 34-day supply of a prescription drug
is dispensed, a $10 copayment applies.                                                                                      
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|11. |  | Nurse Midwives                                                                                           |  | $5 copayment for the first prenatal visit; $10 for
services rendered during non-office hours and
for home visits. No copayment for preventive
services or newborns covered under fee-for-service.
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|12. |  | Physician specialist office visits during                                                                |  | $5 copayment per visit normal office hours                                                                                                                                                       
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|13. |  | Physician specialist office visits during
visits                                                         |  | $10 copayment per visit non-office hours or home                                                                                                                                                 
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|14. |  | Nurse Practitioners                                                                                      |  | $5 copayment for each visit (except for preventive care services) $10
copayment per non-office hour visits                                                                                       
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|15. |  | Psychologist Services                                                                                    |  | $5 copayment for each visit                                                                                                                                                                      
|    |  |                                                                                                          |  |                                                                                                                                                                                                  
|16. |  | Laboratory and X-ray Services                                                                            |  | $5 copayment for each visit that is not part of an office visit                                                                                                                                  

COPAYMENTS FOR NJ FAMILYCARE - PLAN H

Copayments will be required of individuals eligible through NJ FamilyCare Plan
H whose family income is between 151% and up to including 250% of the federal
poverty level.

The total family limit (regardless of family size) on all cost-sharing may not
exceed 5% of the annual family income.

Amended as of November 1, 2003





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##### 



Below is listed the services requiring copayments and the amount of each
copayment.

|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | SERVICE                                                                                                                                                                                                                                           |  | AMOUNT OF COPAYMENT                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|1.  |  | Outpatient Hospital Clinic Visits,
including Diagnostic Testing                                                                                                                                                                                   |  | $5 copayment for each outpatient clinic
visit that is not for preventive services                                                                                                                                                                          
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|2.  |  | Independent Clinic Visits                                                                                                                                                                                                                         |  | $5 copayment for each visit except for
preventive services                                                                                                                                                                                                 
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|3.  |  | Hospital Outpatient Emergency Services
Covered for Emergency Services only,
including services provided in an
outpatient hospital department or an
urgent care facility. [Note: Triage and
medical screenings must be
covered in all situations.] |  | $35 copayment; no copayment is required
if the member was referred to the
Emergency Room by his/her primary care
provider for services that should have
been rendered in the primary care providers
office or if the member is admitted into the
hospital.
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|4.  |  | Primary Care Provider Services provided
during normal office hours                                                                                                                                                                                |  | $5 copayment for each visit (except for
preventive services.)                                                                                                                                                                                              
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|5.  |  | Primary Care Provider Services during
non-office hours and for home visits                                                                                                                                                                        |  | $10 copayment for each visit                                                                                                                                                                                                                               
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|6.  |  | Prescription Drugs                                                                                                                                                                                                                                |  | $5 copayment. If greater than a 34-day
supply of a prescription drug is dispensed,
a $10 copayment applies.                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|7.  |  | Nurse Midwives, non-maternity services;
certified nurse practitioner, clinical
nurse specialist                                                                                                                                                   |  | $5 copayment except for preventive
services; $10 for services rendered during
non-office hours and for home visits.                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|8.  |  | Physician specialist office visits during
normal office hours                                                                                                                                                                                     |  | $5 copayment per visit                                                                                                                                                                                                                                     
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|9.  |  | Physician specialist office visits during
non-office hours or home visits                                                                                                                                                                         |  | $10 copayment per visit                                                                                                                                                                                                                                    
|    |  |                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                            
|10. |  | Laboratory and X-ray Services
of an office visit                                                                                                                                                                                                  |  | $5 copayment for each visit that is not part                                                                                                                                                                                                               

Amended as of November 1,
2003