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                                                                   EXHIBIT 10.10


             (Contract Period January 1, 2001 to December 31, 2001)

         Contract With Eligible Medicare+Choice Organization Pursuant to
     sections 1851 through 1859 of the Social Security Act for the operation
                  of a Medicare+Choice coordinated care plan(s)

                              CONTRACT (P________)

                                     Between

     Health Care Financing Administration (hereinafter referred to as HCFA)

                                       and

                (hereinafter referred to as the M+C Organization)

HCFA and the M+C Organization, an entity which has been determined to be an
eligible Medicare+Choice Organization by the Administrator of the Health Care
Financing Administration under 42 CFR 422.501, agree to the following for the
purposes of sections 1851 through 1859 of the Social Security Act (hereinafter
referred to as the Act):

(NOTE: Citations indicated in brackets are placed in the text of this contract
to note the authority for certain contract provisions in the regulations
promulgated pursuant to the Balanced Budget Act of 1997. All references to part
422 are to 42 CFR part 422.)

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                                    Article I

                                Term of Contract

A.   Term: The term of this contract shall be from January 1, 2001 through
     December 31, 2001.
     [422.504]

                                   Article II

                              Coordinated Care Plan

The Medicare+Choice Organization agrees to operate coordinated care plans (as
defined in 42 CFR Section 422.4(a)(1)) as described in Attachment D to this
contract in compliance with the requirements of this contract and applicable
Federal statutes, regulations, and policies. This contract is deemed to
incorporate any changes that are required by statute to be implemented during
the term of the contract and any regulations or policies implementing or
interpreting such statutory provisions. However, any regulations or policy
statements issued by HCFA after July 1, 2000 for which implementation during the
contract year is not required by statute or in connection with litigation
challenging HCFA policies, and which create significant new operational costs of
which the M+C Organization did not have reasonable notice prior to such date,
shall not become effective before January 1, 2002. HCFA retains the authority to
issue, with an effective date during the term of this contract, policies to
implement the statutory requirement that M+C Organizations provide their
enrollees those items and services for which benefits are available under
Medicare Parts A and B. Clarifications or explanations of M+C operational
requirements issued prior to July 1, 2000 are not considered to create new
operational costs of which the M+C organization did not have notice.


                                   Article III

            Functions To Be Performed By Medicare+Choice Organization

A.  PROVISION OF BENEFITS

The M+C Organization agrees to provide enrollees in each of its M+C plans the
basic benefits as required under Section 422.101 and, to the extent applicable,
supplemental benefits under Section 422.102 and as established in the M+C
Organization's adjusted community rate (ACR) proposal as approved by HCFA. The
M+C Organization agrees to provide access to such benefits as required under
subpart C in a manner consistent with professionally recognized standards of
health care and according to the access standards stated in Section 422.112.
     [422.502(a)(3)]

B.   ENROLLMENT REQUIREMENTS

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1. The M+C Organization agrees to accept new enrollments, make enrollments
effective, process voluntary disenrollments, and limit involuntary
disenrollments, as provided in subpart B of part 422.

2. The M+C Organization shall comply with the provisions of Section 422.110
concerning prohibitions against discrimination in beneficiary enrollment.
[422.502(a)(2)]

C.   BENEFICIARY PROTECTIONS

1. The Medicare+Choice Organization agrees to comply with all requirements in
subpart M of part 422 governing coverage determinations, grievances, and
appeals. [422.502(a)(7)]

2. The Medicare+Choice Organization agrees to comply with the confidentiality
and enrollee record accuracy requirements in Section 422.118.

3. Beneficiary Financial Protection. The M+C Organization agrees to comply with
the following requirements:

     (a) Each M+C Organization must adopt and maintain arrangements satisfactory
to HCFA to protect its enrollees from incurring liability for payment of any
fees that are the legal obligation of the M+C Organization. To meet this
requirement the M+C Organization must--

     (i) Ensure that all contractual or other written arrangements with
providers prohibit the Organization's providers from holding any beneficiary
enrollee liable for payment of any fees that are the legal obligation of the M+C
Organization; and

     (ii) Indemnify the beneficiary enrollee for payment of any fees that are
the legal obligation of the M+C Organization for services furnished by providers
that do not contract, or that have not otherwise entered into an agreement with
the M+C Organization, to provide services to the organization's beneficiary
enrollees. [422.502(g)(1)]

     (b) The M+C Organization must provide for continuation of enrollee health
care benefits-

     (i) For all enrollees, for the duration of the contract period for which
HCFA payments have been made; and

     (ii) For enrollees who are hospitalized on the date its contract with HCFA
terminates, or, in the event of an insolvency, through the date of discharge.
[422.502(g)(2)]

     (c) In meeting the requirements of this section (C), other than the
provider contract requirements specified in paragraph (C)(3)(a) of this Article,
the M+C Organization may use--

     (i) Contractual arrangements;

     (ii) Insurance acceptable to HCFA;

     (iii) Financial reserves acceptable to HCFA; or

     (iv) Any other arrangement acceptable to HCFA. [422.502(g)(3)]

D.   PROVIDER PROTECTIONS

1. The M+C Organization agrees to comply with all applicable provider
requirements in subpart E of part 422, including provider certification
requirements, anti-discrimination requirements, provider participation and
consultation requirements, the prohibition on interference with provider advice,
limits on provider indemnification, rules governing payments to providers, and
limits on physician incentive plans. [422.502(a)(6)]

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2. Prompt Payment.

     (a) The M+C Organization must pay 95 percent of the "clean claims" within
30 days of receipt if they are claims for covered services that are not
furnished under a written agreement between the organization and the provider.

     (i) The M+C Organization must pay interest on clean claims that are not
paid within 30 days in accordance with sections 1816(c)(2)(B) and 1842(c)(2)(B)
of the Act.

     (ii) All other claims must be approved or denied within 60 calendar days
from the date of the request. [422.520(a)]

     (b) Contracts or other written agreements between the M+C Organization and
its providers must contain a prompt payment provision, the terms of which are
developed and agreed to by both the M+C Organization and the relevant provider.
[422.520(b)]

     (c) If HCFA determines, after giving notice and opportunity for hearing,
that the M+C Organization has failed to make payments in accordance with
paragraph (2)(a) of this section, HCFA may provide--

     (i) For direct payment of the sums owed to providers; and

     (ii) For appropriate reduction in the amounts that would otherwise be paid
to the M+C Organization, to reflect the amounts of the direct payments and the
cost of making those payments.[422.520(c)]

E. QUALITY ASSESSMENT AND PERFORMANCE IMPROVEMENT PROGRAM

1. The M+C Organization agrees to operate an ongoing quality assessment and
performance improvement program (as stated in 422.154 of subpart D). The quality
assurance program must incorporate and meet the standards and guidelines
outlined in the Quality Improvement System for Managed Care (QISMC)Standards and
Guidelines.

2. Quality Assessment and Performance Improvement Projects: The M+C Organization
agrees to:

     (a) conduct quality assessment and performance improvement (QAPI) projects
as directed annually by HCFA. These projects must be outcomes-oriented and
targeted at achieving demonstrable, sustained improvement in significant aspects
of specified clinical and non-clinical areas which can be expected to have a
favorable effect on enrollees' health outcomes and satisfaction. HCFA shall
establish the obligations of the M+C Organization for the number and
distribution of projects among the required clinical and non-clinical areas as
identified in section (E)(2)(c) of this Article.

     (b) In those years when HCFA establishes a national improvement project for
the Medicare+Choice program, the M+C Organization may participate in the
HCFA-sponsored national QAPI initiative or substitute a similarly-focused
project of their own design.

     (c) QAPI project focus areas must be representative of the entire spectrum
of clinical and non- clinical care areas associated with a plan.

     (i) The clinical areas include:

     (aa) prevention and care of acute and chronic conditions

     (bb) high-volume services

     (cc) high-risk services

     (dd) continuity and coordination of care

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     (ii) The non-clinical areas include:

     (aa) appeals, grievances and other complaints

     (bb) access to, and availability of services (such as culturally competent
care).

     (d) For each QAPI project, the M+C Organization must:

     (i) use quality indicators that are objective, clearly and unambiguously
defined, and based on current clinical knowledge or health services research;

     (ii) assure that those quality indicators are capable of measuring outcomes
such as changes in health and functional status, enrollee satisfaction, or valid
proxies of those outcomes;

     (iii) assess performance on selected indicators using systematic on-going
collection and analysis of valid, reliable data;

     (iv) perform ongoing measurement of performance:

     (aa) The M+C Organization must measure and report to HCFA performance
achieved under the project, utilizing standard measures. The standard measures
required by HCFA during the term of this contract will be uniform data
collection and reporting instruments, to include the Health Plan and Employer
Data Information Set (HEDIS), Consumer Assessment of Health Plan Satisfaction
(CAHPS) survey, and Health Outcomes Survey (HOS).

     (bb) These measures must address clinical areas, including effectiveness of
care, enrollee perception of care and use of services; and non-clinical areas
including access to and availability of services, appeals and grievances, and
organizational characteristics. [422.152(c)(1)&(2)].

     (v) conduct system interventions, including the adoption and/or revision of
practice guidelines;

     (vi) improve performance; and

     (vii) perform systematic follow-up on the effect of the interventions
[422.152(d)]

3. Utilization Review: If the M+C Organization uses written protocols for
utilization review, those policies and procedures must reflect current standards
of medical practice in processing requests for initial or continued
authorization of services.[422.152(b)(3)]. The M+C Organization must also have
in effect mechanisms to detect both underutilization and overutilization of
services.[422.152(b)(4)].

4. Information Systems:

     (a) The M+C Organization must make available to HCFA information on quality
and outcomes measures that will enable beneficiaries to compare health coverage
options and select among them, as provided in Section 422.64(c)(10).
[422.152(b)(5)].

     (b) The M+C Organization must maintain a health information system that:

     (i) collects, analyzes and integrates the data necessary to implement its
quality assessment and performance improvement program, and

     (ii) assures that the information entered into the system (particularly
that received from providers) is reliable and complete.

     (c) The M+C Organization must make all collected data, including
information on quality and outcome measures, available to HCFA to enable
beneficiaries to compare health coverage options and select among them, as
provided in Section 422.64(c)(10). [422.152(b)(5)]

5. External Review: The M+C Organization will have an agreement with an
independent quality review and improvement organization (review organization)
approved by HCFA. [422.154(a)]

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     (a) The agreement will be consistent with HCFA guidelines and will:

     (i) Require that the M+C Organization allocate adequate space for use of
the review organization whenever it is conducting review activities and provide
all pertinent data, including patient care data, at the time the review
organization needs the data to carry out the reviews and make its
determinations, and

     (ii) Except in the case of complaints about quality, exclude review
activities that HCFA determines would duplicate review activities conducted as
part of an accreditation process or as part of HCFA monitoring. [422.154(b)]

F. COMPLIANCE PLAN

1. The M+C Organization agrees to implement a compliance plan in accordance with
the requirements of Section 422.501(b)(vi).
[422.501(b)(3)(vi)]

     G. COMPLIANCE DEEMED ON THE BASIS OF ACCREDITATION: HCFA may deem the M+C
Organization to have met the quality assessment and performance improvement
requirements of Section 422.152, the confidentiality and accuracy of enrollee
records requirements of Section 422.118, the anti-discrimination requirements of
Section 1852(b) of the Act, the access to services requirements of Section
1852(d) of the Act, the advance directives requirements of Section 422.128,
and/or the provider participation requirements of Section 1852(j) of the Act if
the M+C Organization is fully accredited (and periodically reaccredited) by a
private, national accreditation organization approved by HCFA and the
accreditation organization used the standards approved by HCFA for the purposes
of assessing the M+C Organization's compliance with Medicare requirements. The
provisions of Section 422.156 shall govern the M+C Organization's use of deemed
status to meet M+C program requirements.

                                   Article IV

                        HCFA Payment to M+C Organization

A. The M+C Organization agrees to develop its annual adjusted community rate
(ACR) proposal and submit to HCFA all required information on premiums,
benefits, and cost sharing by July 1 of each year, as required under 42 CFR 422,
subpart G. [422.502(a)(10)]

B. Methodology. HCFA agrees to pay the M+C Organization under this contract in
accordance with the payment rules in subpart F of part 422. HCFA agrees to make
monthly payments based on the greatest of the blended capitation rate under
Section 422.252(a), the minimum amount rate under Section 422.252(b), or the
minimum percentage increase rate under Section 422.252(c), as adjusted by such
demographic risk factors as a beneficiary's age, disability status, sex,
institutional status, and such factors as HCFA determines appropriate per
Section 422.250(a). During contract year 2001, monthly capitation payments made
by HCFA to M+C Organizations shall be adjusted by both the above-stated

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demographic factors and the health status factors as described in Section
422.256(d). The health status factors shall be based on the collection of
encounter data as described in Section 422.257. The demographic and health
status factors shall be combined to calculate payment to the M+C Organization
according to a formula stated in HCFA's Advance Notice of Methodological
Changes, published in January of each year. During contract year 2001, the
demographic and health status factors shall be combined according to the
following ratios to calculate payment to the M+C organizations: 90% demographic
/ 10% health status.
[422.502(a)(9)]

C. Certification of data that determine payment.

1. As a condition for receiving a monthly payment under paragraph B of this
article, subpart F of part 422, the M+C Organization agrees that its chief
executive officer (CEO), chief financial officer (CFO), or an individual
delegated with the authority to sign on behalf of one of these officers, and who
reports directly to such officer, must request payment under the contract on the
forms attached as Attachment A (enrollment certification), Attachment B
(encounter data), and Attachment C (adjusted community rate (ACR) proposal
information certification), hereto which certify the accuracy, completeness, and
truthfulness of the data identified on these attachments. Attachment A requires
certification based on best knowledge, information, and belief, that each
enrollee for whom the M+C Organization is requesting payment is validly
enrolled, or was validly enrolled during the period for which payment is
requested, in an M+C plan offered by the M+C Organization. The M+C Organization
shall submit completed enrollment certification forms to HCFA on a monthly
basis. (NOTE: The forms included as attachments to this contract are for
reference only. HCFA will provide instructions for the completion and submission
of the forms in separate documents. M+C Organizations should not take any action
on the forms until appropriate HCFA instructions become available.)

2. The CEO or CFO of the M+C Organization, or an individual delegated with the
authority to sign on behalf of one of these officers, and who reports directly
to such officer, shall make a certification on Attachment B based on best
knowledge, information, and belief that the encounter data the M+C Organization
submits to HCFA under Section 422.257 are accurate, complete, and truthful. The
M+C Organization shall make annual certifications of encounter data on
Attachment B and according to a schedule to be published by HCFA. If such
encounter data are generated by a related entity, contractor, or subcontractor
of the M+C Organization, such entity, contractor, or subcontractor must
similarly certify the accuracy, completeness, and truthfulness of the data.
During contract year 2001, the M+C Organization shall submit inpatient hospital
data and physician encounter data to HCFA on a monthly basis. Also, M+C
Organizations shall begin submitting on January 1, 2001 outpatient hospital data
for services provided on or after October 1, 2000. HCFA shall use inpatient
hospital encounter data to calculate payment to M+C Organizations and therefore
M+C Organizations shall certify only inpatient hospital encounter data on
Attachment B. [422.502(l)]

3. The CEO or CFO of the M+C Organization, or an individual delegated with the
authority to sign on behalf of one of these officers, and who reports directly
to such officer, shall make an annual certification on Attachment C based on
best knowledge, information, and belief, that all information and documentation
comprising the ACR proposal are accurate, complete, and truthful, and that the
benefits

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described in the HCFA-approved ACR proposal agree with the benefit package the
M+C Organization will offer during the period covered by the ACR proposal. The
M+C Organization must submit its ACR proposal(s) to HCFA by July 1 of each year.
[422.502(m)]

                                    Article V

     M+C Organization Relationship with Related Entities, Contractors, and
Subcontractors

A. Notwithstanding any relationship(s) that the M+C Organization may have with
related entities, contractors, or subcontractors, the M+C Organization maintains
full responsibility for adhering to and otherwise fully complying with all terms
and conditions of its contract with HCFA. [422.502(i)(1)]

B. The M+C Organization agrees to require all related entities, contractors, or
subcontractors to agree that--

     (1) HHS, the Comptroller General, or their designees have the right to
inspect, evaluate, and audit any pertinent contracts, books, documents, papers,
and records of the related entity(s), contractor(s), or subcontractor(s)
involving transactions related to the this contract; and

     (2) HHS's, the Comptroller General's, or their designee's right to inspect,
evaluate, and audit any pertinent information for any particular contract period
will exist through 6 years from the final date of the contract period or from
the date of completion of any audit, whichever is later. [422.502(i)(2)]

C. The M+C Organization agrees that all contracts or written arrangements into
which the M+C Organization enters with providers, related entities, contractors,
or subcontractors shall contain the following elements:

     (1) Enrollee protection provisions that provide--

     (a) Consistent with Article III(C), arrangements that prohibit providers
from holding an enrollee liable for payment of any fees that are the legal
obligation of the M+C Organization; and

     (b) Consistent with Article III(C), provision for the continuation of
benefits.

     (2) Accountability provisions that indicate that--

     (a) The M+C Organization oversees and is accountable to HCFA for any
functions or responsibilities that are described in these standards; and

     (b) The M+C Organization may only delegate activities or functions to a
provider, related entity, contractor, or subcontractor in a manner consistent
with requirements set forth at paragraph D of this article.

     (3) A provision requiring that any services or other activity performed by
a related entity, contractor or subcontractor in accordance with a contract or
written agreement between the related entity, contractor, or subcontractor and
the M+C Organization will be consistent and comply with the M+C Organization's
contractual obligations to HCFA.
[422.502(i)(3)]

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D. If any of the M+C Organization's activities or responsibilities under this
contract with HCFA are delegated to other parties, the following requirements
apply to any related entity, contractor, subcontractor, or provider:

     (1) Written arrangements must specify delegated activities and reporting
responsibilities.

     (2) Written arrangements must either provide for revocation of the
delegation activities and reporting requirements or specify other remedies in
instances where HCFA or the M+C Organization determine that such parties have
not performed satisfactorily.

     (3) Written arrangements must specify that the performance of the parties
is monitored by the M+C Organization on an ongoing basis.

     (4) Written arrangements must specify that either--

     (a) The credentials of medical professionals affiliated with the party or
parties will be either reviewed by the M+C Organization; or

     (b) The credentialing process will be reviewed and approved by the M+C
Organization and the M+C Organization must audit the credentialing process on an
ongoing basis.

     (5) All contracts or written arrangements must specify that the related
entity, contractor, or subcontractor must comply with all applicable Medicare
laws, regulations, and HCFA instructions.
[422.502(i)(4)]

E. If the M+C Organization delegates selection of the providers, contractors, or
subcontractors to another organization, the M+C Organization's written
arrangements with that organization must state that the M+C Organization retains
the right to approve, suspend, or terminate any such arrangement.
[422.502(i)(5)]

                                   Article VI

                              Records Requirements

A. MAINTENANCE OF RECORDS

1. The M+C Organization agrees to maintain for 6 years books, records,
documents, and other evidence of accounting procedures and practices that--

     (a) Are sufficient to do the following:

     (i) Accommodate periodic auditing of the financial records (including data
related to Medicare utilization, costs, and computation of the ACR) of the M+C
Organization.

     (ii) Enable HCFA to inspect or otherwise evaluate the quality,
appropriateness and timeliness of services performed under the contract, and the
facilities of the M+C Organization.

     (iii) Enable HCFA to audit and inspect any books and records of the M+C
Organization that pertain to the ability of the organization to bear the risk of
potential financial losses, or to services performed or determinations of
amounts payable under the contract.

     (iv) Properly reflect all direct and indirect costs claimed to have been
incurred and used in the preparation of the ACR proposal.

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     (v) Establish component rates of the ACR for determining additional and
supplementary benefits.

     (vi) Determine the rates utilized in setting premiums for State insurance
agency purposes and for other government and private purchasers; and

     (b) Include at least records of the following:

     (i) Ownership and operation of the M+C Organization's financial, medical,
and other record keeping systems.

     (ii) Financial statements for the current contract period and six prior
periods.

     (iii) Federal income tax or informational returns for the current contract
period and six prior periods.

     (iv) Asset acquisition, lease, sale, or other action.

     (v) Agreements, contracts, and subcontracts.

     (vi) Franchise, marketing, and management agreements.

     (vii) Schedules of charges for the M+C Organization's fee-for-service
patients.

     (viii) Matters pertaining to costs of operations.

     (ix) Amounts of income received, by source and payment.

     (x) Cash flow statements.

     (xi) Any financial reports filed with other Federal programs or State
authorities.

     [422.502(d)]

2. Access to facilities and records. The M+C Organization agrees to the
following:

     (a) The Department of Health and Human Services (HHS), the Comptroller
General, or their designee may evaluate, through inspection or other means--

     (i) The quality, appropriateness, and timeliness of services furnished to
Medicare enrollees under the contract;

     (ii) The facilities of the M+C Organization; and

     (iii) The enrollment and disenrollment records for the current contract
period and six prior periods.

     (b) HHS, the Comptroller General, or their designees may audit, evaluate,
or inspect any books, contracts, medical records, documents, papers, patient
care documentation, and other records of the M+C Organization, related entity,
contractor, subcontractor, or its transferee that pertain to any aspect of
services performed, reconciliation of benefit liabilities, and determination of
amounts payable under the contract, or as the Secretary may deem necessary to
enforce the contract.

     (c) The M+C Organization agrees to make available, for the purposes
specified in section (A) of this article, its premises, physical facilities and
equipment, records relating to its Medicare enrollees, and any additional
relevant information that HCFA may require, in a manner that meets HCFA record
maintenance requirements.

     (d) HHS, the Comptroller General, or their designee's right to inspect,
evaluate, and audit extends through 6 years from the final date of the contract
period or completion of audit, whichever is later unless-

     (i) HCFA determines there is a special need to retain a particular record
or group of records for a longer period and notifies the M+C Organization at
least 30 days before the normal disposition

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date;

     (ii) There has been a termination, dispute, or fraud or similar fault by
the M+C Organization, in which case the retention may be extended to 6 years
from the date of any resulting final resolution of the termination, dispute, or
fraud or similar fault; or

     (iii) HHS, the Comptroller General, or their designee determine that there
is a reasonable possibility of fraud, in which case they may inspect, evaluate,
and audit the M+C Organization at any time. [422.502(e)]

B. REPORTING REQUIREMENTS

1. The M+C Organization shall have an effective procedure to develop, compile,
evaluate, and report to HCFA, to its enrollees, and to the general public, at
the times and in the manner that HCFA requires, and while safeguarding the
confidentiality of the doctor-patient relationship, statistics and other
information as described in the remainder of this section (B). [422.516(a)]

2. The M+C Organization agrees to submit to HCFA certified financial information
that must include the following:

     (a) Such information as HCFA may require demonstrating that the
organization has a fiscally sound operation, including:

     (i) The cost of its operations;

     (ii) A description, submitted to HCFA annually and within 120 days of the
end of the fiscal year, of significant business transactions (as defined in
Section 422.500) between the M+C Organization and a party in interest showing
that the costs of the transactions listed in paragraph (2)(a)(v) of this section
do not exceed the costs that would be incurred if these transactions were with
someone who is not a party in interest; or

     (iii) If they do exceed, a justification that the higher costs are
consistent with prudent management and fiscal soundness requirements.

     (iv) A combined financial statement for the M+C Organization and a party in
interest if either of the following conditions is met:

     (aa) Thirty-five percent or more of the costs of operation of the M+C
Organization go to a party in interest.

     (bb) Thirty-five percent or more of the revenue of a party in interest is
from the M+C Organization. [422.516(b)]

     (v) Requirements for combined financial statements.

     (aa) The combined financial statements required by paragraph (2)(a)(iv)
must display in separate columns the financial information for the M+C
Organization and each of the parties in interest.

     (bb) Inter-entity transactions must be eliminated in the consolidated
column.

     (cc) The statements must have been examined by an independent auditor in
accordance with generally accepted accounting principles and must include
appropriate opinions and notes.

     (dd) Upon written request from the M+C Organization showing good cause,
HCFA may waive the requirement that the organization's combined financial
statement include the financial information required in paragraph (2)(a)(v) with
respect to a particular entity. [422.516(c)]

     (vi) A description of any loans or other special financial arrangements the
M+C Organization

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makes with contractors, subcontractors, and related entities.

     (b) Such information as HCFA may require pertaining to the disclosure of
ownership and control of the M+C Organization. [422.502(f)(1)(ii)]

     (c) Patterns of utilization of the M+C Organization's services.

3. The M+C Organization agrees to participate in surveys required by HCFA and to
submit to HCFA all information that is necessary for HCFA to administer and
evaluate the program and to simultaneously establish and facilitate a process
for current and prospective beneficiaries to exercise choice in obtaining
Medicare services. This information includes, but is not limited to:

     (a) The benefits covered under the M+C plan;

     (b) The M+C monthly basic beneficiary premium and M+C monthly supplemental
beneficiary premium, if any, for the plan.

     (c) The service area and continuation area, if any, of each plan and the
enrollment capacity of each plan;

     (d) Plan quality and performance indicators for the benefits under the plan
including --

     (i) Disenrollment rates for Medicare enrollees electing to receive
benefits through the plan for the previous 2 years;

     (ii) Information on Medicare enrollee satisfaction;

     (iii) The patterns of utilization of plan services;

     (iv) The availability, accessibility, and acceptability of the plan's
services;

     (v) Information on health outcomes and other performance measures required
by HCFA;

     (vi) The recent record regarding compliance of the plan with requirements
of this part, as determined by HCFA; and

     (vii) Other information determined by HCFA to be necessary to assist
beneficiaries in making an informed choice among M+C plans and traditional
Medicare;

     (e) Information about beneficiary appeals and their disposition;

     (f) Information regarding all formal actions, reviews, findings, or other
similar actions by States, other regulatory bodies, or any other certifying or
accrediting organization;

     (g) Any other information deemed necessary by HCFA for the administration
or evaluation of the Medicare program. [422.502(f)(2)]

4. The M+C Organization agrees to provide to its enrollees and upon request, to
any individual eligible to elect an M+C plan, all informational requirements
under Section 422.64 and, upon an enrollee's, request, the financial disclosure
information required under Section 422.516. [422.502(f)(3)]

5. Reporting and disclosure under ERISA.

     (a) For any employees' health benefits plan that includes an M+C
Organization in its offerings, the M+C Organization must furnish, upon request,
the information the plan needs to fulfill its reporting and disclosure
obligations (with respect to the M+C Organization) under the Employee Retirement
Income Security Act of 1974 (ERISA).

     (b) The M+C Organization must furnish the information to the employer or
the employer's designee, or to the plan administrator, as the term
"administrator" is defined in ERISA. [422.516(d)]

6. Electronic communication. The M+C Organization must have the capacity to
communicate with HCFA electronically. [422.502(b)]

                                       11

<PAGE>

7. Encounter data. The M+C Organization agrees to comply with the requirements
in Section 422.257 for submitting encounter data to HCFA. [422.502(a)(8)]

                                   Article VII

                           Renewal of the M+C Contract

A. Renewal of contract: In accordance with Section 422.506, the contract is
renewable annually only if-

     (1) HCFA informs the M+C Organization that it authorizes a renewal; and

     (2) The M+C Organization has not provided HCFA with a notice of intention
not to renew.

[422.504(c)]

B. Nonrenewal of contract:

     (1) Nonrenewal by the Organization.

     (a) In accordance with Section 422.506, the M+C Organization may elect not
to renew its contract with HCFA as of the end of the term of the contract for
any reason, provided it meets the time frames for doing so set forth in
paragraphs (b) and (c) of this paragraph.

     (b) If the M+C Organization does not intend to renew its contract, it must
notify--

     (i) HCFA in writing, by July 1 of the year in which the contract would end;

     (ii) Each Medicare enrollee, at least 90 days before the date on which the
nonrenewal is effective. This notice must include a written description of all
alternatives available for obtaining Medicare services within the service area
of the M+C plans that the M+C Organization offers, including alternative M+C
plans, original Medicare, and Medigap options and must receive HCFA approval.

     (iii) The general public, at least 90 days before the end of the current
calendar year, by publishing a HCFA-approved notice in one or more newspapers of
general circulation in each community located in the M+C Organization's service
area.

     (c) HCFA may accept a nonrenewal notice submitted after July 1 if --

     (i) The M+C Organization notifies its Medicare enrollees and the public in
accordance with paragraph (1)(b)(ii) and (1)(b)(iii) of this section; and

     (ii) Acceptance is not inconsistent with the effective and efficient
administration of the Medicare program.

     (d) If the M+C Organization does not renew a contract under this paragraph
(1), HCFA will not enter into a contract with the Organization for 2 years from
the date of contract separation unless there are special circumstances that
warrant special consideration, as determined by HCFA. This provision shall not
apply when statutory or regulatory changes are made to the M+C program within
six (6) months of the M+C Organization's notice of withdrawal that would
increase payments for the service area from which the M+C Organization had
withdrawn. [422.506(a)]

     (2) HCFA decision not to renew.

     (a) HCFA may elect not to authorize renewal of a contract for any of the
following reasons:

                                       12

<PAGE>

     (i) The M+C Organization has not fully implemented or shown discernable
progress in implementing quality assessment and performance improvement projects
as defined in Article III, section (E)(2) of this contract.

     (ii) The M+C Organization's level of enrollment, growth in enrollment, or
insufficient number of contracted providers is determined by HCFA to threaten
the viability of the organization under the M+C program and or be an indicator
of beneficiary dissatisfaction with the M+C plan(s) offered by the organization.

     (iii) For any of the reasons listed in Section 422.510(a) [Article VIII,
section (B)(1)(a) of this contract], which would also permit HCFA to terminate
the contract.

     (iv) The M+C Organization has committed any of the acts in Section
422.752(a) that would support the imposition of intermediate sanctions or civil
money penalties under subpart O of part 422.

     (b) Notice. HCFA shall provide notice of its decision whether to authorize
renewal of the contract as follows:

     (i) To the M+C Organization by May 1 of the contract year.

     (ii) To the M+C Organization's Medicare enrollees by mail at least 90 days
before the end of the current calendar year.

     (iii) To the general public at least 90 days before the end of the current
calendar year, by publishing a notice in one or more newspapers of general
circulation in each community or county located in the M+C Organization's
service area.

     (c) Notice of appeal rights. HCFA shall give the M+C Organization written
notice of its right to reconsideration of the decision not to renew in
accordance with Section 422.644.
[422.506(b)]

                                  Article VIII

                   Modification or Termination of the Contract

A. Modification or Termination of Contract by Mutual Consent

1. This contract may be modified or terminated at any time by written mutual
consent.

     (a) If the contract is terminated by mutual consent, except as provided in
section (B)(1)(c) of this article, the M+C Organization must provide notice to
its Medicare enrollees and the general public as provided in Section
422.512(b)(2) and (b)(3) [Article VIII, section B(2)(b) of this contract].

     (b) If the contract is modified by mutual consent, the M+C Organization
must notify its Medicare enrollees of any changes that HCFA determines are
appropriate for notification within time frames specified by HCFA.

2. If this contract is terminated by mutual consent and replaced the day
following such termination by a new M+C contract, the M+C Organization is not
required to provide the notice specified in section B of this article.
[422.508]

                                       13

<PAGE>

B. Termination of the Contract by HCFA or the M+C Organization

1. Termination by HCFA.

     (a) HCFA may terminate a contract for any of the following reasons:

     (i) The M+C Organization has failed substantially to carry out the terms of
its contract with HCFA.

     (ii) The M+C Organization is carrying out its contract with HCFA in a
manner that is inconsistent with the effective and efficient implementation of
this part.

     (iii) HCFA determines that the M+C Organization no longer meets the
requirements of this part for being a contracting organization.

     (iv) The M+C Organization commits or participates in fraudulent or abusive
activities affecting the Medicare program, including submission of fraudulent
data.

     (v) The M+C Organization experiences financial difficulties so severe that
its ability to make necessary health services available is impaired to the point
of posing an imminent and serious risk to the health of its enrollees, or
otherwise fails to make services available to the extent that such a risk to
health exists.

     (vi) The M+C Organization substantially fails to comply with the
requirements in subpart M of this part relating to grievances and appeals.

     (vii) The M+C Organization fails to provide HCFA with valid encounter data
as required under Section 422.257.

     (viii) The M+C Organization fails to implement an acceptable quality
assessment and performance improvement program as required under subpart D of
part 422.

     (ix) The M+C Organization substantially fails to comply with the prompt
payment requirements in Section 422.520.

     (x) The M+C Organization substantially fails to comply with the service
access requirements in Section 422.112 or Section 422.114.

     (xi) The M+C Organization fails to comply with the requirements of Section
422.208 regarding physician incentive plans.

     (b) Notice. If HCFA decides to terminate a contract for reasons other than
the grounds specified in section (B)(1)(a) above, it will give notice of the
termination as follows:

     (i) HCFA will notify the M+C Organization in writing 90 days before the
intended date of the termination.

     (ii) The M+C Organization will notify its Medicare enrollees of the
termination by mail at least 30 days before the effective date of the
termination.

     (iii) The M+C Organization will notify the general public of the
termination at least 30 days before the effective date of the termination by
publishing a notice in one or more newspapers of general circulation in each
community or county located in the M+C Organization's service area.

     (c) Immediate termination of contract by HCFA.

     (i) For terminations based on violations prescribed in paragraph
(B)(1)(a)(v) of this article, HCFA will notify the M+C Organization in writing
that its contract has been terminated effective the date of the termination
decision by HCFA. If termination is effective in the middle of a month, HCFA has
the right to recover the prorated share of the capitation payments made to the
M+C Organization

                                       14

<PAGE>

covering the period of the month following the contract termination.

     (ii) HCFA will notify the M+C Organization's Medicare enrollees in writing
of HCFA's decision to terminate the M+C Organization's contract. This notice
will occur no later than 30 days after HCFA notifies the plan of its decision to
terminate this contract. HCFA will simultaneously inform the Medicare enrollees
of alternative options for obtaining Medicare services, including alternative
M+C Organizations in a similar geographic area and original Medicare.

     (iii) HCFA will notify the general public of the termination no later than
30 days after notifying the M+C Organization of HCFA's decision to terminate
this contract. This notice will be published in one or more newspapers of
general circulation in each community or county located in the M+C
Organization's service area.

     (d) Corrective action plan

     (i) General. Before terminating a contract for reasons other than the
grounds specified in section (B)(1)(a)(v) of this article, HCFA will provide the
M+C Organization with reasonable opportunity, not to exceed time frames
specified at subpart N of part 422, to develop and receive HCFA approval of a
corrective action plan to correct the deficiencies that are the basis of the
proposed termination.

     (ii) Exception. If a contract is terminated under section (B)(1)(a)(v) of
this article, the M+C Organization will not have the opportunity to submit a
corrective action plan.

     (e) Appeal rights. If HCFA decides to terminate this contract, it will send
written notice to the M+C Organization informing it of its termination appeal
rights in accordance with subpart N of part 422.
[422.510]

2. Termination by the M+C Organization

     (a) Cause for termination. The M+C Organization may terminate this
contract:

     (i) if HCFA fails to substantially carry out the terms of the contract, or

     (ii) if HCFA has not approved by September 30, 2000 the ACR proposal
submitted by the M+C Organization, and the revisions to the ACR required by HCFA
represent a material change to the proposal which would significantly affect the
M+C Organization's ability to operate an M+C plan in a financially responsible
manner.

     (b) Notice. The M+C Organization must give advance notice as follows:

     (i) To HCFA, at least 90 days before the intended date of termination. This
notice must specify the reasons why the M+C Organization is requesting contract
termination.

     (ii) To its Medicare enrollees, at least 60 days before the termination
effective date. This notice must include a written description of alternatives
available for obtaining Medicare services within the service area, including
alternative M+C plans, Medigap options, and original Medicare and must receive
HCFA approval.

     (iii) To the general public at least 60 days before the termination
effective date by publishing a HCFA-approved notice in one or more newspapers of
general circulation in each community or county located in the M+C
Organization's geographic area.

     (c) Effective date of termination. The effective date of the termination
will be determined by HCFA and will be at least 90 days after the date HCFA
receives the M+C Organization's notice of

                                       15

<PAGE>

intent to terminate.

     (d) HCFA's liability. HCFA's liability for payment to the M+C Organization
ends as of the first day of the month after the last month for which the
contract is in effect, but HCFA shall make payments for amounts owed prior to
termination but not yet paid.

     (e) Effect of termination by the organization. HCFA will not enter into an
agreement with the M+C Organization for a period of two years from the date the
Organization has terminated this contract, unless there are circumstances that
warrant special consideration, as determined by HCFA.
[422.512]

                                   Article IX

                   Requirements of Other Laws and Regulations

A. The M+C Organization agrees to comply with--

     (1) Title VI of the Civil Rights Act of 1964 as implemented by regulations
at 45 CFR part 84;

     (2) The Age Discrimination Act of 1975 as implemented by regulations at 45
CFR part 91;

     (3) The Americans With Disabilities Act;

     (4) The Rehabilitation Act of 1973 and

     (5) Other laws applicable to recipients of Federal funds; and

     (6) All other applicable laws, regulations, and rules.
[422.502(h)(1)]

B. The M+C Organization is receiving Federal payments under this contract, and
related entities, contractors, and subcontractors paid by the M+C Organization
to fulfill its obligations under this contract are subject to certain laws that
are applicable to individuals and entities receiving Federal funds. The M+C
Organization agrees to inform all related entities, contractors and
subcontractors that payments that they receive are, in whole or in part, from
Federal funds.
[422.502(h)(2)]

C. In the event that any provision of this contract conflicts with the
provisions of any statute or regulation applicable to an M+C Organization, the
provisions of the statute or regulation shall have full force and effect.
[422.502(j)]

                                    Article X

                                  Severability

The M+C Organization agrees that, upon HCFA's request, this contract will be
amended to exclude

                                       16

<PAGE>

any M+C plan or State-licensed entity specified by HCFA, and a separate contract
for any such excluded plan or entity will be deemed to be in place when such a
request is made.
[422.502(k)]

                                       17

<PAGE>

In witness whereof, the parties hereby execute this contract.

FOR THE M+C ORGANIZATION


------------------------------------    ------------------------------------
          Printed Name                  Title


------------------------------------    ------------------------------------
           Signature                              Date


------------------------------------    ------------------------------------
         Organization


                                        ------------------------------------
                                                  Address



FOR THE HEALTH CARE FINANCING ADMINISTRATION


------------------------------------          ------------------------------
Gary A. Bailey                          Date
Director, Health Plan Administration Group
Center for Health Plans and
Providers

                                       18

<PAGE>

                                  ATTACHMENT A

                     CERTIFICATION OF ENROLLMENT INFORMATION
                            RELATING TO HCFA PAYMENT
                        TO A MEDICARE+CHOICE ORGANIZATION

     Pursuant to the contract(s) between the Health Care Financing
Administration (HCFA) and (INSERT NAME OF M+C ORGANIZATION), hereafter referred
to as the "M+C Organization," governing the operation of the following Medicare
+Choice plans (INSERT PLAN IDENTIFICATION NUMBERS HERE), the M+C Organization
hereby requests payment under the contract, and in doing so, makes the following
certifications concerning HCFA payments to the M+C Organization. The M+C
Organization acknowledges that the information described below directly affects
the calculation of HCFA payments to the M+C Organization and that
misrepresentations to HCFA about the accuracy of such information may result in
Federal civil action and/or criminal prosecution. This certification shall not
be considered a waiver of the M+C Organization's right to seek payment
adjustments from HCFA based on information or data which does not become
available until after the date the M+C Organization submits this certification.

     1. The M+C Organization has reported to HCFA for the month of (INDICATE
MONTH AND YEAR) all new enrollments, disenrollments, and changes in enrollees'
institutional status with respect to the above-stated M+C plans. Based on best
knowledge, information, and belief, all information submitted to HCFA in this
report is accurate, complete, and truthful.

     2. The M+C Organization has reviewed the HCFA monthly membership report and
reply listing for the month of (INDICATE MONTH AND YEAR) for the above-stated
M+C plans and has reported to HCFA any discrepancies between the report and the
M+C Organization's records. For those portions of the monthly membership report
and the reply listing to which the M+C Organization raises no objection, the M+C
Organization, through the certifying CEO/CFO, will be deemed to have attested,
based on best knowledge, information, and belief, to their accuracy,
completeness, and truthfulness.


                                        ----------------------------------------
                                        (INDICATE TITLE [CEO, CFO, or delegate])
                                                      on behalf of
                                              (INDICATE M+C ORGANIZATION)
                                              ---------------------------

                                       19

<PAGE>

                                  ATTACHMENT B

          CERTIFICATION OF ENCOUNTER DATA INFORMATION RELATING TO HCFA
                    PAYMENT TO A MEDICARE+CHOICE ORGANIZATION

     Pursuant to the contract(s) between the Health Care Financing
Administration (HCFA) and (INSERT NAME OF M+C ORGANIZATION), hereafter referred
to as the "M+C Organization," governing the operation of the following Medicare
+Choice plans (INSERT PLAN IDENTIFICATION NUMBERS HERE), the M+C Organization
hereby requests payment under the contract, and in doing so, makes the following
certification concerning HCFA payments to the M+C Organization. The M+C
Organization acknowledges that the information described below directly affects
the calculation of HCFA payments to the M+C Organization or additional benefit
obligations of the M+C Organization and that misrepresentations to HCFA about
the accuracy of such information may result in Federal civil action and/or
criminal prosecution.

     The M+C Organization has reported to HCFA for the period of (INDICATE
DATES) all inpatient hospital encounter data available to the M+C Organization
with respect to the above-stated M+C plans. Based on best knowledge,
information, and belief, all information submitted to HCFA in this report is
accurate, complete, and truthful.



                                        ----------------------------------------
                                        (INDICATE TITLE [CEO, CFO, or delegate])
                                                      on behalf of
                                              (INDICATE M+C ORGANIZATION)
                                              ---------------------------

                                       20

<PAGE>

                                  ATTACHMENT C

         CERTIFICATION OF ADJUSTED COMMUNITY RATE INFORMATION RELATING
                TO HCFA PAYMENT TO A MEDICARE+CHOICE ORGANIZATION

     Pursuant to the contract(s) between the Health Care Financing
Administration (HCFA) and (INSERT NAME OF M+C ORGANIZATION), hereafter referred
to as the "M+C Organization," governing the operation of the following Medicare
+Choice plans (INSERT PLAN IDENTIFICATION NUMBERS HERE), the M+C Organization
hereby requests payment under the contract, and in doing so, makes the following
certification concerning HCFA payments to the M+C Organization. The M+C
Organization acknowledges that the information described below directly affects
the calculation of HCFA payments to the M+C Organization or additional benefit
obligations of the M+C Organization and that misrepresentations to HCFA about
the accuracy of such information may result in Federal civil action and/or
criminal prosecution.

     The M+C Organization has submitted to HCFA an adjusted community rate (ACR)
proposal for the period (INDICATE DATES). Based on best knowledge, information,
and belief, all of the information submitted to HCFA in this ACR proposal is
accurate, complete, and truthful, and the benefit package the M+C Organization
will offer during the above-stated period agrees with the HCFA-approved ACR
proposal.



                                        ----------------------------------------
                                        (INDICATE TITLE [CEO, CFO, or delegate])
                                                      on behalf of
                                              (INDICATE M+C ORGANIZATION)
                                              ---------------------------

                                       21

<PAGE>

                                  ATTACHMENT D

                   M+C PLANS OFFERED DURING CONTRACT YEAR 2001

(HCFA WILL COMPLETE THIS ATTACHMENT ONCE THE M+C ORGANIZATION HAS NOTIFIED HCFA
OF THE M+C PLANS IT WILL OPERATE DURING 2001. THE COMPLETED ATTACHMENT WILL BE
RETURNED TO THE M+C ORGANIZATION AS PART OF THE FINAL SIGNED COPY OF THIS
CONTRACT.)

                                       22