<PAGE>
                                                                 Exhibit 10.50.1

                              MEDICAID MANAGED CARE

                             AND FAMILY HEALTH PLUS

                                 MODEL CONTRACT

                                 October 1, 2005

<PAGE>

                                AGREEMENT BETWEEN

                              The City of New York

                                       And

                                CarePlus, L.L.C.

                      This Agreement is made by and between

                              The City of New York

                                 Acting through,

                Department of Health and Mental Hygiene ["DOHMH"]

                                   Located at

                          161 William Street, 5th floor
                               New York, NY 10038

                                       And

                                CarePlus, L.L.C.

                                   Located At

                        360 West 31st Street, Fifth Floor
                               New York, NY 10001


                                    RECITALS
                                 October 1, 2005
                                   Page 1 of 2

<PAGE>

                                STATE OF NEW YORK
                         MEDICAID AND FAMILY HEALTH PLUS
                    PARTICIPATING MANAGED CARE PLAN AGREEMENT

This AGREEMENT is hereby made by and between the New York City Department of
Health and Mental Hygiene (DOHMH) and CarePlus, L.L.C. located at: 360 West 31st
Street, Fifth Floor, New York, NY 10001.

                                    RECITALS

     WHEREAS, pursuant to Title XIX of the Federal Social Security Act, codified
as 42 U.S.C. Section 1396 et seq. (the Social Security Act), and Title 11 of
Article 5 of the New York State Social Services Law (SSL), a comprehensive
program of medical assistance for needy persons exists in the State of New York
(Medicaid); and

     WHEREAS, pursuant to Title 11 of Article 5 of the SSL, the Commissioner of
Health has established a managed care program under the medical assistance
program, known as the Medicaid Managed Care (MMC) Program; and

     WHEREAS, pursuant to Title 11-D of Article 5 of the SSL, a health insurance
program known as Family Health Plus (FHPlus) has been created for Eligible
Persons who do not qualify for Medicaid; and

     WHEREAS, organizations certified under Article 44 of the New York State
Public Health Law (PHL) are eligible to provide comprehensive health services
through comprehensive health services plans to Eligible Persons as defined in
Titles 11 and 11-D of the SSL, MMC and FHPlus Programs, respectively; and

     WHEREAS, the Contractor is organized under the laws of New York State and
is certified under Article 44 of the PHL and has offered to provide covered
health services to Eligible Persons residing in the geographic area specified in
Appendix M of this Agreement (Service Area, Benefit Package Options, and
Enrollment Elections); and

     WHEREAS, the SDOH and DOHMH have determined that the Contractor meets the
qualifications established for participation in the MMC Program or the FHPlus
Program or both to provide the applicable health care coverage to Eligible
Persons in the geographic area specified in Appendix M of this Agreement; and

     WHEREAS, Chapter 364-j(5)(d) of the SSL authorizes the local department of
social services in a city with a population of over two million to contract with
managed care providers who meet the qualifications for participation in the MMC
Program and since in the City of New York such authority has been delegated to
the DOHMH;

NOW THEREFORE, the parties agree as follows:


                                    RECITALS
                                 October 1, 2005
                                   Page 2 of 2

<PAGE>

                      TABLE OF CONTENTS FOR MODEL CONTRACT

Recitals

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

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

Section 3 Compensation
   3.1    Capitation Payments
   3.2    Modification of Rates During Contract Period
   3.3    Rate Setting Methodology
   3.4    Payment of Capitation
   3.5    Denial of Capitation Payments
   3.6    SDOH Right to Recover Premiums
   3.7    Third Party Health Insurance Determination
   3.8    Payment for Newborns
   3.9    Supplemental Maternity Capitation Payment
   3.10   Contractor Financial Liability
   3.11   Inpatient Hospital Stop-Loss Insurance for Medicaid Managed Care
          (MMC) Enrollees
   3.12   Mental Health and Chemical Dependence Stop-Loss for MMC Enrollees
   3.13   Residential Health Care Facility Stop-Loss for MMC Enrollees
   3.14   Stop-Loss Documentation and Procedures for the MMC Program
   3.15   Family Health Plus (FHPlus) Reinsurance
   3.16   Tracking Visits Provided by Indian Health Clinics - Applies to MMC
          Program Only

Section 4 Service Area

Section 5 Reserved
</TABLE>


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                      TABLE OF CONTENTS FOR MODEL CONTRACT

<TABLE>
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Section 6 Enrollment
   6.1    Populations Eligible for Enrollment
   6.2    Enrollment Requirements
   6.3    Equality of Access to Enrollment
   6.4    Enrollment Decisions
   6.5    Auto Assignment - For MMC Program Only
   6.6    Prohibition Against Conditions on Enrollment
   6.7    Newborn Enrollment
   6.8    Effective Date of Enrollment
   6.9    Roster
   6.10   Automatic Re-Enrollment

Section 7 Lock-In Provisions
   7.1    Lock-In Provisions in MMC Mandatory Local Social Services Districts
          and for Family Health Plus
   7.2    Disenrollment During a Lock-In Period
   7.3    Notification Regarding Lock-In and End of Lock-In Period
   7.4    Lock-In and Change in Eligibility Status

Section 8 Disenrollment
   8.1    Disenrollment Requirements
   8.2    Disenrollment Prohibitions
   8.3    Disenrollment Requests
          a. Routine Disenrollment Requests
          b. Non-Routine Disenrollment Requests
   8.4    Contractor Notification of Disenrollments
   8.5    Contractor's Liability
   8.6    Enrollee Initiated Disenrollment
   8.7    Contractor Initiated Disenrollment
   8.8    LDSS Initiated Disenrollment

Section 9 Guaranteed Eligibility
   9.1    General Requirements
   9.2    Right to Guaranteed Eligibility
   9.3    Covered Services During Guaranteed Eligibility
   9.4    Disenrollment During Guaranteed Eligibility

Section 10 Benefit Package Requirements
   10.1   Contractor Responsibilities
   10.2   Compliance with State Medicaid Plan and Applicable Laws
   10.3   Definitions
   10.4   Child Teen Health Program/Adolescent Preventive Services
   10.5   Foster Care Children - Applies to MMC Program Only
   10.6   Child Protective Services
   10.7   Welfare Reform - Applies to MMC Program Only
   10.8   Adult Protective Services
   10.9   Court-Ordered Services
</TABLE>


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                      TABLE OF CONTENTS FOR MODEL CONTRACT

<TABLE>
<S>       <C>
   10.10  Family Planning and Reproductive Health Services
   10.11  Prenatal Care
   10.12  Direct Access
   10.13  Emergency Services
   10.14  Medicaid Utilization Thresholds (MUTS)
   10.15  Services for Which Enrollees Can Self-Refer
          a. Mental Health and Chemical Dependence Services
          b. Vision Services
          c. Diagnosis and Treatment of Tuberculosis
          d. Family Planning and Reproductive Health Services
          e. Article 28 Clinics Operated by Academic Dental Centers
   10.16  Second Opinions for Medical or Surgical Care
   10.17  Coordination with Local Public Health Agencies
   10.18  Public Health Services
          a. Tuberculosis Screening, Diagnosis and Treatment; Directly Observed
          Therapy (TB/DOT)
          b. Immunizations
          c. Prevention and Treatment of Sexually Transmitted Diseases
          d. Lead Poisoning - Applies to MMC Program Only
   10.19  Adults with Chronic Illnesses and Physical or Developmental Disabilities
   10.20  Children with Special Health Care Needs
   10.21  Persons Requiring Ongoing Mental Health Services
   10.22  Member Needs Relating to HIV
   10.23  Persons Requiring Chemical Dependence Services
   10.24  Native Americans
   10.25  Women, Infants, and Children (WIC)
   10.26  Urgently Needed Services
   10.27  Dental Services Provided by Article 28 Clinics Operated by Academic
          Dental Centers Not Participating in Contractor's Network- Applies to
          MMC Program Only
   10.28  Hospice Services
   10.29  Prospective Benefit Package Change for Retroactive SSI
          Determinations - Applies to MMC Program Only
   10.30  Coordination of Services

Section 11 Marketing
   11.1   Information Requirements
   11.2   Marketing Plan
   11.3   Marketing Activities
   11.4   Prior Approval of Marketing Materials and Procedures
   11.5   Corrective and Remedial Actions

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


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                      TABLE OF CONTENTS FOR MODEL CONTRACT

<TABLE>
<S>       <C>
Section 13 Enrollee Rights and Notification
   13.1   Information Requirements
   13.2   Provider Directories/Office Hours for Participating Providers
   13.3   Member ID Cards
   13.4   Member Handbooks
   13.5   Notification of Effective Date of Enrollment
   13.6   Notification of Enrollee Rights
   13.7   Enrollee's Rights
   13.8   Approval of Written Notices
   13.9   Contractor's Duty to Report Lack of Contact
   13.10  LDSS Notification of Enrollee's Change in Address
   13.11  Contractor Responsibility to Notify Enrollee of Effective Date of
          Benefit Package Change
   13.12  Contractor Responsibility to Notify Enrollee of Termination, Service
          Area Changes and Network Changes

Section 14 Action and Grievance System
   14.1   General Requirements
   14.2   Actions
   14.3   Grievance System
   14.4   Notification of Action and Grievance System Procedures
   14.5   Complaint, Complaint Appeal and Action Appeal Investigation
          Determinations

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

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

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


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                                 October 1, 2005
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                      TABLE OF CONTENTS FOR MODEL CONTRACT

<TABLE>
<S>       <C>
Section 18 Contractor Reporting Requirements
   18.1   General Requirements
   18.2   Time Frames for Report Submissions
   18.3   SDOH Instructions for Report Submissions
   18.4   Liquidated Damages
   18.5   Notification of Changes in Report Due Dates, Requirements or Formats
   18.6   Reporting Requirements
   18.7   Ownership and Related Information Disclosure
   18.8   Public Access to Reports
   18.9   Professional Discipline
   18.10  Certification Regarding Individuals Who Have Been Debarred or
          Suspended by Federal or State Government
   18.11  Conflict of Interest Disclosure
   18.12  Physician Incentive Plan Reporting

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

Section 20 Confidentiality
   20.1   Confidentiality of Identifying Information about Enrollees, Potential
          Enrollees, and Prospective Enrollees
   20.2   Medical Records of Foster Children
   20.3   Confidentiality of Medical Records
   20.4   Length of Confidentiality Requirements

Section 21 Provider Network
   21.1   Network Requirements
   21.2   Absence of Appropriate Network Provider
   21.3   Suspension of Enrollee Assignments to Providers
   21.4   Credentialing
   21.5   SDOH Exclusion or Termination of Providers
   21.6   Application Procedure
   21.7   Evaluation Information
   21.8   Choice/Assignment of Primary Care Providers (PCPs)
   21.9   Enrollee PCP Changes
   21.10  Provider Status Changes
   21.11  PCP Responsibilities
   21.12  Member to Provider Ratios
   21.13  Minimum PCP Office Hours
          a. General Requirements
          b. Waiver of Minimum Hours
   21.14  Primary Care Practitioners
          a. General Limitations
</TABLE>


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                      TABLE OF CONTENTS FOR MODEL CONTRACT

<TABLE>
<S>       <C>
          b. Specialists and Sub-specialists as PCPs
          c. OB/GYN Providers as PCPs
          d. Certified Nurse Practitioners as PCPs

   21.15  PCP Teams
          a. General Requirements
          b. Registered Physician Assistants as Physician Extenders
          c. Medical Residents and Fellows
   21.16  Hospitals
          a. Tertiary Services
          b. Emergency Services
   21.17  Dental Networks
   21.18  Presumptive Eligibility Providers
   21.19  Mental Health and Chemical Dependence Services Providers
   21.20  Laboratory Procedures
   21.21  Federally Qualified Health Centers (FQHCs)
   21.22  Provider Services Function
   21.23  Pharmacies - Applies to FHPlus Program Only

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

Section 23 Fraud and Abuse
   23.1   General Requirements
   23.2   Prevention Plans and Special Investigation Units

Section 24 Americans With Disabilities Act (ADA) Compliance Plan

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


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                      TABLE OF CONTENTS FOR MODEL CONTRACT

<TABLE>
<S>       <C>
Section 26 External Appeal
   26.1   Basis for External Appeal
   26.2   Eligibility For External Appeal
   26.3   External Appeal Determination
   26.4   Compliance With External Appeal Laws and Regulations
   26.5   Member Handbook

Section 27 Intermediate Sanctions
   27.1   General
   27.2   Unacceptable Practices
   27.3   Intermediate Sanctions
   27.4   Enrollment Limitations
   27.5   Due Process

Section 28 Environmental Compliance

Section 29 Energy Conservation

Section 30 Independent Capacity of Contractor

Section 31 No Third Party Beneficiaries

Section 32 Indemnification
   32.1   Indemnification by Contractor
   32.2   Indemnification by DOHMH

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

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

Section 35 Compliance with Applicable Laws
   35.1   Contractor and DOHMH Compliance With Applicable Laws
   35.2   Nullification of Illegal, Unenforceable, Ineffective or Void
          Contract Provisions
   35.3   Certificate of Authority Requirements
   35.4   Notification of Changes In Certificate of Incorporation
   35.5   Contractor's Financial Solvency Requirements
   35.6   Compliance With Care For Maternity Patients
   35.7   Informed Consent Procedures for Hysterectomy and Sterilization
</TABLE>


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                      TABLE OF CONTENTS FOR MODEL CONTRACT

<TABLE>
<S>       <C>
   35.8   Non-Liability of Enrollees For Contractor's Debts
   35.9   DOHMH Compliance With Conflict of Interest Laws
   35.10  Compliance With New York State Public Health Law (PHL) Regarding
          External Appeals

Section 36 New York State Standard Contract Clauses and Local Standard Clauses

Signature Page
</TABLE>


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                                 October 1, 2005
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                      TABLE OF CONTENTS FOR MODEL CONTRACT

                                   APPENDICES

A.   New York State Standard Clauses

B.   Certification Regarding Lobbying

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

D.   New York State Department of Health Marketing Guidelines

E.   New York State Department of Health Member Handbook Guidelines

F.   New York State Department of Health Action and Grievance System
     Requirements for the MMC and FHPlus Programs

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

H.   New York State Department of Health Requirements for the Processing of
     Enrollments and Disenrollments in the MMC and FHPlus Programs

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

J.   New York State Department of Health Guidelines for Contractor Compliance
     with the Federal ADA

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

L.   Approved Capitation Payment Rates

M.   Service Area, Benefit Options and Enrollment Elections

N.   New York City Specific Contracting Requirements

O.   Requirements for Proof of Workers' Compensation and Disability Benefits
     Coverage

P.   RESERVED

Q.   RESERVED

R.   New York City Standard Local Clauses


                                TABLE OF CONTENTS
                                 October 1, 2005
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<PAGE>

1.   DEFINITIONS

     "AUTO-ASSIGNMENT" means a process by which an MMC Eligible Person, as this
     term is defined in this Agreement, who is mandated to enroll in the MMC
     Program, but who has not selected and enrolled in an MCO within sixty (60)
     days of receipt of the mandatory notice sent by the LDSS, is assigned to an
     MCO offering an MMC product in the MMC Eligible Person's county of fiscal
     responsibility in accordance with the auto-assignment algorithm determined
     by the SDOH.

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

     "BENEFIT PACKAGE" means the covered services for the MMC and/or FHPlus
     Programs, described in Appendix K of this Agreement, to be provided to the
     Enrollee, as Enrollee is defined in this Agreement, by or through the
     Contractor, including optional Benefit Package services, if any, as
     specified in Appendix M of this Agreement.

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

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

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

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


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

<PAGE>

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

     "DAYS" means calendar days except as otherwise stated.

     "DESIGNATED THIRD PARTY CONTRACTOR" means an MCO with which the SDOH has
     contracted to provide Family Planning and Reproductive Health Services for
     FHPlus Enrollees of a MCO that does not include such services in its
     Benefit Package.

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

     "DISENROLLMENT" means the process by which an Enrollee's membership in the
     Contractor's MMC or FHPlus product terminates.

     "EFFECTIVE DATE OF DISENROLLMENT" means the date on which an Enrollee may
     no longer receive services from the Contractor, pursuant to Section 8.5
     and Appendix H of this Agreement.

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

     "ELIGIBLE PERSON" means either an MMC Eligible Person or a FHPlus Eligible
     Person as these terms are defined in this Agreement.

     "EMEDNY" means the electronic Medicaid system of New York State for
     eligibility verification and Medicaid provider claim submission and
     payments.

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

     "EMERGENCY SERVICES" means health care procedures, treatments or services
     needed to evaluate or stabilize an Emergency Medical Condition including
     psychiatric stabilization and medical detoxification from drugs or alcohol.


                                    SECTION 1
                                  (DEFINITIONS)
                                 October 1, 2005
                                       1-2

<PAGE>

     "ENROLLEE" means either an MMC Enrollee or FHPlus Enrollee as these terms
     are defined in this Agreement.

     "ENROLLMENT" means the process by which an Enrollee's membership in the
     Contractor's MMC or FHPlus product begins.

     "ENROLLMENT BROKER" means the state and/or county-contracted entity that
     provides Enrollment, education, and outreach services to Eligible Persons;
     effectuates Enrollments and Disenrollments in MMC and FHPlus; and provides
     other contracted services on behalf of the SDOH and the LDSS.

     "ENROLLMENT FACILITATOR" means an entity under contract with SDOH, and its
     agents, that assists children and adults to complete the Medicaid, Family
     Health Plus, Child Health Plus, Special Supplemental Food Program for WIC,
     and Prenatal Care Assistance Program (PCAP) application and the enrollment
     and recertification processes, to the extent permitted by federal and state
     law and regulation. This includes assisting individuals in completing the
     required application form, conducting the face-to-face interview, assisting
     in the collection of required documentation, assisting in the MCO selection
     process, and referring individuals to WIC or other appropriate sites.

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

     "FACILITATED ENROLLMENT" means the enrollment infrastructure established by
     SDOH to assist children and adults in applying for Medicaid, Family Health
     Plus, Child Health Plus, WIC, or PCAP using a joint application, and
     recertifying for these programs, as allowed by federal and state law and
     regulation.

     "FAMILY HEALTH PLUS" OR "FHPLUS" means the health insurance program
     established under Title 11-D of Article 5 of the SSL.

     "FHPLUS ELIGIBLE PERSON" means a person whom the LDSS, state or federal
     government determines to have met the qualifications established in state
     or federal law necessary to receive FHPlus benefits under Title 11-D of the
     SSL and who meets all the other conditions for enrollment in the FHPlus
     Program.

     "FHPLUS ENROLLEE" means a FHPlus Eligible Person who either personally or
     through an authorized representative, has enrolled in the Contractor's
     FHPlus product.

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


                                    SECTION 1
                                  (DEFINITIONS)
                                 October 1, 2005
                                       1-3

<PAGE>

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

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

     "HIV SPECIALIST PCP" means a Primary Care Provider that meets the
     qualifications for HIV Specialist as defined by the Medical Care Criteria
     Committee of the SDOH AIDS Institute.

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

     "INSTITUTION FOR MENTAL DISEASE" OR "IMD" means a hospital, nursing
     facility, or other institution of more than sixteen (16) beds that is
     primarily engaged in providing diagnosis, treatment or care of persons with
     mental diseases, including medical attention, nursing care and related
     services. Whether an institution is an Institution for Mental Disease is
     determined by its overall character as that of a facility established and
     maintained primarily for the care and treatment of individuals with mental
     diseases, whether or not it is licensed as such. An institution for the
     mentally retarded is not an Institution for Mental Disease.

     "LOCAL PUBLIC HEALTH AGENCY" OR "LPHA" means the city or county government
     agency responsible for monitoring the population's health, promoting the
     health and safety of the public, delivering public health services and
     intervening when necessary to protect the health and safety of the public.

     "LOCAL DEPARTMENT OF SOCIAL SERVICES" OR "LDSS" means a city or county
     social services district as constituted by Section 61 of the SSL.

     "LOCK-IN PERIOD" means the period of time during which an Enrollee may not
     change MCOs, unless the Enrollee can demonstrate Good Cause as established
     in state law and specified in Appendix H of this Agreement.

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


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

<PAGE>

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

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

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

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

     "MEMBER HANDBOOK" means the publication prepared by the Contractor and
     issued to Enrollees to inform them of their benefits and services, how to
     access health care services and to explain their rights and
     responsibilities as an MMC Enrollee or an FHPlus Enrollee.

     "MMC ELIGIBLE PERSON" means a person whom the LDSS, state or federal
     government determines to have met the qualifications established in state
     and federal law necessary to receive medical assistance under Title 11 of
     the SSL and who meets all the other conditions for enrollment in the MMC
     Program.

     "MMC ENROLLEE" means an MMC Eligible Person who either personally or
     through an authorized representative, has enrolled in, or has been
     auto-assigned to, the Contractor's MMC product.

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

     "NONCONSENSUAL ENROLLMENT" means Enrollment of an Eligible Person, other
     than through Auto-assignment, newborn Enrollment or case addition, in an
     MCO's MMC or FHPlus product without the consent of the Eligible Person or
     consent of a person with the legal authority to act on behalf of the
     Eligible Person at the time of Enrollment.

     "NON-PARTICIPATING PROVIDER" means a provider of medical care and/or
     services with which the Contractor has no Provider Agreement, as this term
     is defined in this Agreement.

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


                                    SECTION 1
                                  (DEFINITIONS)
                                 October 1, 2005
                                       1-5

<PAGE>

     "PERMANENT PLACEMENT STATUS" means the status of an individual in a
     Residential Health Care Facility (RHCF) when the LDSS determines that the
     individual is not expected to return home based on medical evidence
     affirming the individual's need for permanent RHCF placement.

     "PHYSICIAN INCENTIVE PLAN" OR "PIP" means any compensation arrangement
     between the Contractor or one of its contracting entities and a physician
     or physician group that may directly or indirectly have the effect of
     reducing or limiting services furnished to the contractor's Enrollees.

     "POST-STABILIZATION CARE SERVICES" means covered services, related to an
     Emergency medical Condition, that are provided after an Enrollee is
     stabilized in order to maintain the stabilized condition, or to improve or
     resolve the Enrollee's condition.

     "POTENTIAL ENROLLEE" means an MMC Eligible Person who is not yet enrolled
     in a MCO that is participating in the MMC Program.

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

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

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

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

     "PROSPECTIVE ENROLLEE" means any individual residing in the Contractor's
     Service Area that has not yet enrolled in a MCO's MMC or FHPlus product.


                                    SECTION 1
                                  (DEFINITIONS)
                                 October 1, 2005
                                       1-6

<PAGE>

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

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

     "SERIOUSLY EMOTIONALLY DISTURBED" OR "SED" means an individual through
     seventeen (17) years of age who meets the criteria established by the
     Commissioner of Mental Health, including children and adolescents who have
     a designated diagnosis of mental illness under the most recent edition of
     the diagnostic and statistical manual of mental disorders, and (1) whose
     severity and duration of mental illness results in substantial functional
     disability or (2) who require mental health services on more than an
     incidental basis.

     "SERIOUSLY AND PERSISTENTLY MENTALLY III" OR "SPMI" means an individual
     eighteen (18) years or older who meets the criteria established by the
     Commissioner of Mental Health, including persons who have a designated
     diagnosis of mental illness under the most recent edition of the diagnostic
     and statistical manual of mental disorders, and (1) whose severity and
     duration of mental illness results in substantial functional disability or
     (2) who require mental health services on more than an incidental basis.

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

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

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

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


                                    SECTION 1
                                  (DEFINITIONS)
                                 October 1, 2005
                                       1-7

<PAGE>

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

     2.1  Term

          a)   This Agreement is effective October 1, 2005 and shall remain in
               effect until September 30, 2007; or until the execution of an
               extension, renewal or successor Agreement between the Contractor
               and the DOHMH approved by the SDOH,, the US Department of Health
               and Human Services (DHHS), and any other entities as required by
               law or regulation, whichever occurs first.

          b)   This Agreement shall not be automatically renewed at its
               expiration. The parties to the Agreement shall have the option to
               renew this Agreement for an additional three (3) year term,
               subject to the approval of SDOH, DHHS, and any other entities as
               required by law or regulation.

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

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

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

          d)   Notwithstanding the foregoing, this Agreement will automatically
               terminate, in its entirety, or in relevant part, should federal
               financial participation for the MMC and/or FHPlus Program expire.

     2.2  Amendments

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

          b)   DOHMH will make reasonable efforts to provide the Contractor with
               notice and opportunity to comment with regard to proposed
               amendment of this Agreement except when provision of advance
               notice would result in the DOHMH and SDOH being out of compliance
               with state or federal law.


                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2005
                                       2-1

<PAGE>

          c)   The Contractor will return the signed amendment or notify the
               DOHMH that it does not agree with the terms of the amendment
               within ten (10) business days of the date of the Contractor's
               receipt of the proposed amendment.

     2.3  Approvals

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

     2.4  Entire Agreement

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

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

               ii)  Appendix R, Local Standard Clauses for all New York City
                    Contracts;

               iii) Appendix N, New York City Specific Requirements;

               iv)  The body of this Agreement;

               v)   The appendices attached to the body of this Agreement, other
                    than Appendix A, R and N;

               vi)  The Contractor's approved:

                    A)   Marketing Plan on file with SDOH and DOHMH

                    B)   Action and Grievance System Procedures on file with
                         SDOH

                    C)   Quality Management Plan on file with SDOH

                    D)   ADA Compliance Plan on file with SDOH and DOHMH

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


                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2005
                                       2-2

<PAGE>

     2.5  Renegotiation

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

     2.6  Assignment and Subcontracting

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

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


                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2005
                                       2-3

<PAGE>

     2.7  Termination

          a)   DOHMH Initiated Termination

               i)   DOHMH shall have the right to terminate this Agreement, in
                    whole or in part; for either the Contractor's MMC or FHPlus
                    product if applicable or for either or both products in
                    specified counties of Contractor's service area as
                    identified in Appendix M, if the Contractor:

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

                    B)   has engaged in an unacceptable practice under 18 NYCRR
                         Part 515 that affects the fiscal integrity of the MMC
                         or FHPlus Program or engaged in an unacceptable
                         practice pursuant to Section 27.2 of this Agreement;

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

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

                    E)   becomes insolvent;

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

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

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

               iii) If SDOH suspends, limits or revokes Contractor's Certificate
                    of Authority under PHL Section 4404, and:

                    A)   if such action results in the Contractor ceasing to
                         have authority to serve the entire contracted service
                         area, as defined by Appendix M of this Agreement, this
                         Agreement shall terminate on the date the Contractor
                         ceases to have such authority; or


                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2005
                                       2-4

<PAGE>

                    B)   if such action results in the Contractor retaining
                         authority to serve some portion of the contracted
                         service area, the Contractor shall continue to offer
                         its MMC and/or FHPlus products under this Agreement in
                         any designated geographic areas not affected by such
                         action, and shall terminate its MMC and/or FHPlus
                         products in the geographic areas where the Contractor
                         ceases to have authority to serve.

               iv)  No hearing will be required if this Agreement terminates due
                    to SDOH suspension, limitation or revocation of the
                    Contractor's Certificate of Authority.

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

          b)   Contractor and DOHMH Initiated Termination

               The Contractor and the DOHMH each shall have the right to
               terminate this Agreement in its entirety, for either the
               Contractor's MMC or FHPlus product if applicable, or for either
               or both products in specified counties of the Contractor's
               service area as identified in Appendix M, in the event that SDOH
               and the Contractor fail to reach agreement on the monthly
               Capitation Rates. In such event, the party exercising its right
               shall give the other party and SDOH written notice specifying the
               reason for and the effective date of termination, which shall not
               be less time than will permit an orderly transition of Enrollees,
               but no more than ninety (90) days.

          c)   Contractor Initiated Termination

               i)   The Contractor shall have the right to terminate this
                    Agreement in its entirety, for either the Contractor's MMC
                    or FHPlus product if applicable, or for either or both
                    products in specified counties of the Contractor's service
                    area as identified in Appendix M, in the event that DOHMH
                    materially breaches the Agreement or fails to comply with
                    any term or condition of this Agreement that is not cured
                    within twenty (20) days, or within such longer period as the
                    parties may agree, of the Contractor's written request for
                    compliance. The Contractor shall give DOHMH written notice
                    specifying the reason for and the effective date of the
                    termination, which shall not be less time than will permit
                    an orderly transition of Enrollees, but no more than ninety
                    (90) days.


                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2005
                                       2-5

<PAGE>

               ii)  The Contractor shall have the right to terminate this
                    Agreement, in its entirety, for either the Contractor's MMC
                    or FHPlus product if applicable, or for either or both
                    products in specified counties of the Contractor's service
                    area as specified in Appendix M, in the event that its
                    obligations are materially changed by modifications to this
                    Agreement and its Appendices by SDOH or DOHMH. In such
                    event, Contractor shall give DOHMH and SDOH written notice
                    within thirty (30) days of notification of changes to the
                    Agreement or Appendices specifying the reason and the
                    effective date of termination, which shall not be less time
                    than will permit an orderly transition of Enrollees, but no
                    more than ninety (90) days.

               iii) The Contractor shall have the right to terminate this
                    Agreement in its entirety, for either the Contractor's MMC
                    or FHPlus product if applicable, or for either or both
                    products in specified counties of the Contractor's service
                    area as identified in Appendix M, if the Contractor is
                    unable to provide services pursuant to this Agreement
                    because of a natural disaster and/or an act of God to such a
                    degree that Enrollees cannot obtain reasonable access to
                    services within the Contractor's organization, and, after
                    diligent efforts, the Contractor cannot make other
                    provisions for the delivery of such services. The Contractor
                    shall give SDOH and DOHMH written notice of any such
                    termination that specifies:

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

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

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

          d)   Termination Due To Loss of Funding

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


                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2005
                                       2-6

<PAGE>

     2.8  Close-Out Procedures

          a)   Upon termination or expiration of this Agreement in its entirety,
               for either the Contractor's MMC or FHPlus product is applicable,
               or for either or both products in specified counties of the
               Contractor's service area as identified in Appendix M, and in the
               event that it is not scheduled for renewal, the Contractor shall
               comply with close-out procedures that the Contractor develops in
               conjunction with DOHMH and that the DOHMH, and the SDOH have
               approved. The close-out procedures shall include the following:

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

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

               iii) If this Agreement is terminated in its entirety, the
                    Contractor shall submit to DOHMH, SDOH, and authorized
                    federal, state or local agencies, within ninety (90) days of
                    termination, a final financial statement, made by a
                    certified public accountant, unless the Contractor requests
                    of DOHMH and receives written approval from SDOH, DOHMH and
                    all other governmental agencies from which approval is
                    required, for an extension of time for this submission;

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

               v)   SDOH shall promptly pay all claims and amounts owed to the
                    Contractor.

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


                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2005
                                       2-7

<PAGE>

     2.9  Rights and Remedies

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

     2.10 Notices

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

          For DOHMH:
          New York City Department of Health and Mental Hygiene
          125 Worth Street, CN # 29C
          New York, NY 10013
          ATTN: Assistant Commissioner
          Division of Health Care Access and Improvement

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

          For the Contractor:
          CarePlus, L.L.C.
          360 West 31st Street, Fifth Floor
          New York, NY 10001
          ATTN: Executive Officer


                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2005
                                       2-8

<PAGE>

     2.11 Severability

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


                                    SECTION 2
                    (AGREEMENT TERM, AMENDMENTS, EXTENSIONS,
                 AND GENERAL CONTRACT ADMINISTRATION PROVISIONS)
                                 October 1, 2005
                                       2-9

<PAGE>

3.   COMPENSATION

     3.1  Capitation Payments

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

          b)   The monthly Capitation Rates are attached hereto as Appendix L,
               which is hereby made a part of this Agreement as if set forth
               fully herein.

          c)   The monthly capitation payments, and the Supplemental Newborn
               Capitation Payment and the Supplemental Maternity Capitation
               Payment, when applicable, to the Contractor shall constitute full
               and complete payments to the Contractor for all services that the
               Contractor provides, except for payments due the Contractor as
               set forth in Sections 3.11, 3.12, and 3.13 of this Agreement for
               MMC Enrollees.

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

     3.2  Modification of Rates During Contract Period

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

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

          c)   In the event that the SDOH and the Contractor fail to reach
               agreement on the modifications to the monthly Capitation Rates,
               the SDOH will provide formal written notice to the Contractor and
               the DOHMH of the amount and effective date of the modified
               Capitation Rates approved by the State Division of the Budget.
               The Contractor shall have the option of terminating this
               Agreement if such approved modified Capitation Rates are not
               acceptable. In such cases, the Contractor shall give written
               notice to the SDOH and the DOHMH within thirty (30) days of the
               date of the formal written notice of the modified Capitation
               Rates from SDOH specifying the reasons for and effective date of
               termination. The effective date of termination shall be ninety
               (90) days from the date of the Contractor's written notice,
               unless the SDOH determines that


                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2005
                                       3-1

<PAGE>

               an orderly disenrollment can be accomplished in fewer days.
               During the period commencing with the effective date of the SDOH
               modified Capitation Rates, through the effective date of
               termination of the Agreement, the Contractor shall have the
               option of continuing to receive capitation payments at the
               expired Capitation Rates or at the modified Capitation Rates
               approved by the SDOH and the Division of the Budget for the rate
               period.

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

     3.3  Rate Setting Methodology

          a)   Capitation rates shall be determined prospectively and shall not
               be retroactively adjusted to reflect actual Medicaid
               fee-for-service data or Contractor experience for the time period
               covered by the rates. Capitated rates in effect as of April 1,
               2006 and thereafter, shall be certified to be actuarially sound
               in accordance with 42 CFR Section 438.6(c).

          b)   Notwithstanding the provisions set forth in Section 3.3(a) above,
               the DOHMH reserves the right to terminate this Agreement, in its
               entirety for either the Contractor's MMC or FHPlus product if
               applicable, or for either or both products in specified counties
               of the Contractor's service area as set forth in Appendix M,
               pursuant to Section 2.7 of this Agreement, upon determination by
               SDOH that the aggregate monthly Capitation Rates are not cost
               effective.

     3.4  Payment of Capitation

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

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


                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2005
                                       3-2

<PAGE>

               claims shall be in compliance with the requirements of 42 CFR
               Section 447.45. The Fiscal Agent will also use its best efforts
               to resolve any billing problem relating to the Contractor's
               claims as soon as possible. In accordance with Section 41 of the
               New York State Finance Law (State Finance Law), the State and New
               York City shall have no liability under this Agreement to the
               Contractor or anyone else beyond funds appropriated and available
               for this Agreement.

     3.5  Denial of Capitation Payments

          If the US Centers for Medicare and Medicaid Services (CMS) denies
          payment for new Enrollees, as authorized by SSA Section 1903(m)(5) and
          42 CFR Section 438.730 (e), or such other applicable federal statutes
          or regulations, based upon a determination that Contractor failed
          substantially to provide medically necessary items and services,
          imposed premium amounts or charges in excess of permitted payments,
          engaged in discriminatory practices as described in SSA Section
          1932(e)(1)(A)(iii), misrepresented or falsified information submitted
          to CMS, SDOH, LDSS, the Enrollment Broker, or an Enrollee, Prospective
          Enrollee, or health care provider, or failed to comply with federal
          requirements (i.e., 42 CFR Section 422.208 and 42 CFR Section 438.6
          (h) relating to the Physician Incentive Plans), SDOH and LDSS will
          deny capitation payments to the Contractor for the same Enrollees for
          the period of time for which CMS denies such payment.

     3.6  SDOH Right to Recover Premiums

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

     3.7  Third Party Health Insurance Determination

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


                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2005
                                       3-3

<PAGE>

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

     3.8  Payment For Newborns

          a)   The Contractor shall be responsible for all costs and services
               included in the Benefit Package associated with an Enrollee's
               newborn, unless the child is Excluded from Medicaid Managed Care
               pursuant to Appendix H of this Agreement, or the Contractor does
               not offer a MMC product in the mother's local social services
               district.

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

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

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

     3.9  Supplemental Maternity Capitation Payment

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

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


                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2005
                                       3-4

<PAGE>

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

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

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

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

     3.10 Contractor Financial Liability

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

     3.11 Inpatient Hospital Stop-Loss Insurance for MMC Enrollees

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

          b)   Under NYS stop-loss coverage, if the hospital inpatient expenses
               incurred by the Contractor for an individual MMC Enrollee during
               any calendar year reaches $50,000, the Contractor shall be
               compensated for eighty percent (80%) of the cost of hospital
               inpatient services in excess of this amount up to a maximum of
               $250,000. Above that amount, the Contractor will be compensated
               for one hundred percent (100%) of cost. All compensation shall


                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2005
                                       3-5

<PAGE>

               be based on the lower of the Contractor's negotiated hospital
               rate or Medicaid rates of payment.

               [ ]  The Contractor has elected to have NYS provide stop-loss
                    reinsurance for MMC Enrollees.

                    OR

               [X]  The Contractor has not elected to have NYS provide stop-loss
                    reinsurance for MMC Enrollees.

     3.12 Mental Health and Chemical Dependence Stop-Loss for MMC Enrollees

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

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

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

     3.13 Residential Health Care Facility Stop-Loss for MMC Enrollees

          The Contractor will be compensated for medically necessary and
          clinically appropriate Medicaid reimbursable inpatient Residential
          Health Care Facility services, as defined in Appendix K of this
          Agreement, provided to MMC Enrollees in excess of sixty (60) days
          during a calendar year at the lower of the Contractor's negotiated
          rates or Medicaid rate of payment.


                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2005
                                       3-6

<PAGE>

     3.14 Stop-Loss Documentation and Procedures for the MMC Program

          The Contractor must follow procedures and documentation requirements
          in accordance with the New York State Department of Health stop-loss
          policy and procedure manual. The State has the right to recover from
          the Contractor any stop-loss payments that are later found not to
          conform to these SDOH requirements.

     3.15 FHPlus Reinsurance

          The Contractor shall purchase reinsurance coverage unless it can
          demonstrate to SDOH's satisfaction the ability to self insure.

     3.16 Tracking Visits Provided by Indian Health Clinics - Applies to MMC
          Program Only

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


                                    SECTION 3
                                 (COMPENSATION)
                                 October 1, 2005
                                       3-7

<PAGE>

4.   SERVICE AREA

     The Contractor's service area for Medicaid Managed Care and/or FHPlus shall
     consist of the county(ies) described in Appendix M of this Agreement, which
     is hereby made a part of this Agreement as if set forth fully herein. Such
     service area is the specific geographic area within which Eligible Persons
     must reside to enroll in either the Contractor's Medicaid Managed Care
     and/or FHPlus product.


                                    SECTION 4
                                 (SERVICE AREA)
                                 October 1, 2005
                                       4-1

<PAGE>

5.   RESERVED


                                    SECTION 5
                                 OCTOBER 1, 2005
                                       5-1

<PAGE>

6.   ENROLLMENT

     6.1  Populations Eligible for Enrollment

          a)   Medicaid Managed Care Populations

               All Eligible Persons who meet the criteria in Section 364-j of
               the SSL and/or New York State's Operational Protocol for the
               Partnership Plan and who reside in the Contractor's service area,
               as specified in Appendix M of this Agreement, shall be eligible
               for Enrollment in the Contractor's Medicaid Managed Care product.

          b)   Family Health Plus Populations

               All Eligible Persons who meet the criteria listed in Section
               369-ee of the SSL and/or New York State's Operational Protocol
               for the Partnership Plan and who reside in the Contractor's
               service area, as specified in Appendix M of this Agreement, shall
               be eligible for Enrollment in the Contractor's Family Health Plus
               product.

     6.2  Enrollment Requirements

          The Contractor agrees to conduct Enrollment of Eligible Persons in
          accordance with the policies and procedures set forth in Appendix H of
          this Agreement, which is hereby made a part of this Agreement as if
          set forth fully herein.

     6.3  Equality of Access to Enrollment

          The Contractor shall accept Enrollments of Eligible Persons in the
          order in which the Enrollment applications are received without
          restriction and without regard to the Eligible Person's age, sex,
          race, creed, physical or mental handicap/developmental disability,
          national origin, sexual orientation, type of illness or condition,
          need for health services or to the Capitation Rate that the Contractor
          will receive for such Eligible Person.

     6.4  Enrollment Decisions

          An Eligible Person's decision to enroll in the Contractor's MMC or
          FHPlus product shall be voluntary except as otherwise provided in
          Section 6.5 of this Agreement.


                                    SECTION 6
                                  (ENROLLMENT)
                                 October 1, 2005
                                       6-1

<PAGE>

     6.5  Auto Assignment - For MMC Program Only

          An MMC Eligible Person whose Enrollment is mandatory under the
          Medicaid Managed Care Program and who fails to select and enroll in an
          MCO within sixty (60) days of receipt of notice of mandatory
          Enrollment may be assigned by the SDOH or the LDSS to the Contractor's
          MMC product pursuant to SSL Section 364-j and in accordance with
          Appendix H of this Agreement.

     6.6  Prohibition Against Conditions on Enrollment

          Unless otherwise required by law or this Agreement, neither the
          Contractor nor LDSS shall condition any Eligible Person's Enrollment
          into the Contractor's MMC or FHPlus product upon the performance of
          any act. Neither the Contractor nor the LDSS shall suggest in any way
          that failure to enroll in the Contractor's MMC or FHPlus product may
          result in a loss of benefits, except in the case of the FHPlus Program
          when the Contractor is the sole MCO offering a FHPlus product in the
          Enrollee's county of fiscal responsibility;

     6.7  Newborn Enrollment

          a)   All newborn children not Excluded from Enrollment in the MMC
               Program pursuant to Appendix H of this Agreement, shall be
               enrolled in the MCO in which the newborn's mother is an Enrollee,
               effective from the first day of the child's month of birth,
               unless the MCO in which the mother is enrolled does not offer a
               MMC product in the mother's county of fiscal responsibility.

          b)   In addition to the responsibilities set forth in Appendix H of
               this Agreement, the Contractor is responsible for coordinating
               with the LDSS the efforts to ensure that all newborns are
               enrolled in the Contractor's MMC product, if applicable.

          c)   The SDOH and LDSS shall be responsible for ensuring that timely
               Medicaid eligibility determination and Enrollment of the newborns
               is effected consistent with state laws, regulations, and policy
               and with the newborn Enrollment requirements set forth in
               Appendix H of this Agreement.

     6.8  Effective Date of Enrollment

          a)   For MMC Enrollees, the Contractor and the LDSS are responsible
               for notifying the MMC Enrollee of the expected Effective Date of
               Enrollment.

          b)   For FHPlus Enrollees, the Contractor must notify the FHPlus
               Enrollee of the Effective Date of Enrollment.


                                    SECTION 6
                                  (ENROLLMENT)
                                 October 1, 2005
                                       6-2

<PAGE>

          c)   Notification may be accomplished through a "Welcome Letter." To
               the extent practicable, such notification must precede the
               Effective Date of Enrollment.

          d)   In the event that the actual Effective Date of Enrollment
               changes, the Contractor, and for MMC Enrollees, the LDSS, must
               notify the Enrollee of the change.

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

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

               ii)  Contractor shall not be liable for any part of the cost of a
                    hospital stay for a MMC Enrollee who is admitted to the
                    hospital prior to the Effective Date of Enrollment in the
                    Contractor's MMC product and who remains hospitalized on the
                    Effective Date of Enrollment; except when the MMC Enrollee,
                    on or after the Effective Date of Enrollment, 1) is
                    transferred from one hospital to another; or 2) is
                    discharged from one unit in the hospital to another unit in
                    the same facility and under Medicaid fee-for-service payment
                    rules, the method of payment changes from: a) Diagnostic
                    Related Group (DRG) case-based rate of payment per discharge
                    to a per diem rate of payment exempt from DRG case-based
                    payment rates, or b) from a per diem payment rate exempt
                    from DRG case-based payment rates either to another per diem
                    rate, or a DRG case-based payment rate. In such instances,
                    the Contractor shall be liable for the cost of the
                    consecutive stay.

               iii) Contractor shall not be liable for any part of the cost of a
                    hospital stay for an FHPlus Enrollee who is admitted to the
                    hospital prior to the Effective Date of Enrollment in the
                    Contractor's FHPlus product and who has not been discharged
                    as of the Effective Date of Enrollment, up to the date the
                    FHPlus Enrollee is discharged.

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


                                    SECTION 6
                                  (ENROLLMENT)
                                 October 1, 2005
                                       6-3

<PAGE>

     6.9  Roster

          a)   The first and second monthly Rosters generated by SDOH in
               combination shall serve as the official Contractor Enrollment
               list for purposes of eMedNY premium billing and payment, subject
               to ongoing eligibility of the Enrollees as of the first (1st) day
               of the Enrollment month. Modifications to the Roster may be made
               electronically or in writing by the LDSS or the Enrollment
               Broker. If the LDSS or Enrollment Broker notifies the Contractor
               in writing or electronically of changes in the Roster and
               provides supporting information as necessary prior to the
               effective date of the Roster, the Contractor will accept that
               notification in the same manner as the Roster.

          b)   The LDSS is responsible for making data on eligibility
               determinations available to the Contractor and SDOH to resolve
               discrepancies that may arise between the Roster and the
               Contractor's Enrollment files in accordance with the provisions
               in Appendix H of this Agreement.

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

     6.10 Automatic Re-Enrollment

          a)   An Enrollee who loses Medicaid or FHPlus eligibility and who
               regains eligibility for either Medicaid or FHPlus within a three
               (3) month period, will be automatically prospectively re-enrolled
               in the Contractor's MMC or FHPlus product unless:

               i)   the Contractor does not offer such product in the Enrollee's
                    county of fiscal responsibility; or

               ii)  the Enrollee indicates in writing that he/she wishes to
                    enroll in another MCO or, if permitted, receive coverage
                    under Medicaid fee-for-service.


                                    SECTION 6
                                  (ENROLLMENT)
                                 October 1, 2005
                                       6-4

<PAGE>

7.   LOCK-IN PROVISIONS

     7.1  Lock-In Provisions in MMC Mandatory Local Social Services Districts
          and for Family Health Plus

          All MMC Enrollees residing in local social service districts where
          Enrollment in the MMC Program is mandatory and all FHPlus Enrollees
          are subject to a twelve (12) month Lock-In Period following the
          Effective Date of Enrollment, with an initial ninety (90) day grace
          period in which to disenroll without cause and enroll in another MCO's
          MMC or FHPlus product, if available.

     7.2  Disenrollment During a Lock-In Period

          An Enrollee subject to Lock-In may disenroll from the Contractor's MMC
          or FHPlus product during the Lock-In Period for Good Cause as defined
          in Appendix H of this Agreement.

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

          The LDSS, either directly or through the Enrollment Broker, is
          responsible for notifying Enrollees of their right to change MCOs in
          the Enrollment confirmation notice sent to individuals after they have
          selected an MCO or been auto-assigned (the latter being applicable to
          areas where the mandatory MMC Program is in effect). The SDOH or its
          designee will be responsible for providing a notice of end of Lock-In
          and the right to change MCOs at least sixty (60) days prior to the
          first Enrollment anniversary date as outlined in Appendix H of this
          Agreement.

     7.4  Lock-In and Change in Eligibility Status

          Enrollees who lose Medicaid or FHPlus eligibility and regain
          eligibility for either Medicaid or FHPlus within a three (3) month
          period, will not be subject to a new Lock-in Period unless they opt to
          change MCOs pursuant to Section 6.10 of this Agreement.


                                    SECTION 7
                              (LOCK-IN PROVISIONS)
                                 October 1, 2005
                                       7-1

<PAGE>

8.   DISENROLLMENT

     8.1  Disenrollment Requirements

          a)   The Contractor agrees to conduct Disenrollment of an Enrollee in
               accordance with the policies and procedures for Disenrollment set
               forth in Appendix H of this Agreement.

          b)   LDSSs are responsible for making the final determination
               concerning Disenrollment requests.

     8.2  Disenrollment Prohibitions

          Enrollees shall not be disenrolled from the Contractor's MMC or FHPlus
          product based on any of the factors listed in Section 34
          (Non-Discrimination) of this Agreement.

     8.3  Disenrollment Requests

          a)   Routine Disenrollment Requests

               The LDSS is responsible for processing Routine Disenrollment
               requests to take effect as specified in Appendix H of this
               Agreement. In no event shall the Effective Date of Disenrollment
               be later than the first (1st) day of the second (2nd) month after
               the month in which an Enrollee requests a Disenrollment.

          b)   Non-Routine Disenrollment Requests

               i)   Enrollees with an urgent medical need to disenroll from the
                    Contractor's MMC or FHPlus product may request an expedited
                    Disenrollment by the LDSS. An MMC Enrollee who requests a
                    return to Medicaid fee-for-service based on his/her HIV, End
                    State Renal disease (ESRD) or SPMI/SED status is
                    categorically eligible for an expedited Disenrollment on the
                    basis of urgent medical need.

               ii)  Enrollees with a complaint of Nonconsensual Enrollment may
                    request an expedited Disenrollment by the LDSS.

               iii) In districts where homeless individuals are Exempt, as
                    described in Appendices H and M of this Agreement, homeless
                    MMC Enrollees residing in the shelter system may request an
                    expedited Disenrollment by the LDSS.


                                    SECTION 8
                                 (DISENROLLMENT)
                                 October 1, 2005
                                       8-1

<PAGE>

               iv)  Retroactive Disenrollments may be warranted in rare
                    instances and may be requested of the LDSS as described in
                    Appendix H of this Agreement.

               v)   Substantiation of non-routine Disenrollment requests by the
                    LDSS will result in Disenrollment in accordance with the
                    timeframes as set forth in Appendix H of this Agreement.

     8.4  Contractor Notification of Disenrollments

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

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

          c)   In all cases of retroactive Disenrollment, including
               Disenrollments effective the first day of the current month, the
               LDSS is responsible for noticing the Contractor at the time of
               Disenrollment of the Contractor's responsibility to submit to the
               SDOH's Fiscal Agent voided premium claims for any months of
               retroactive Disenrollment where the Contractor was not at risk
               for the provision of Benefit Package services during the month.

     8.5  Contractor's Liability

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

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


                                    SECTION 8
                                 (DISENROLLMENT)
                                 October 1, 2005
                                       8-2

<PAGE>

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

               ii)  The Contractor shall be liable for any part of the cost of a
                    hospital stay for a FHPlus Enrollee who is admitted to the
                    hospital prior to the Effective Date of Disenrollment from
                    the Contractor's FHPlus product and who has not been
                    discharged as of the Effective Date of Disenrollment, up to
                    the date the FHPlus Enrollee is discharged.

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

     8.6  Enrollee Initiated Disenrollment

          a)   An Enrollee subject to Lock-In as described in Section 7 of this
               Agreement may initiate Disenrollment from the Contractor's MMC or
               FHPlus product for Good Cause as defined in Appendix H of this
               Agreement at any time during the Lock-In period by filing an oral
               or written request with the LDSS.

          b)   Once the Lock-In Period has expired, the Enrollee may disenroll
               from the Contractor's MMC or FHPlus product at any time, for any
               reason.

     8.7  Contractor Initiated Disenrollment

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

          b)   Consistent with 42 CFR Section 438.56 (b), the Contractor may not
               request Disenrollment because of an adverse change in the
               Enrollee's health status, or because of the Enrollee's
               utilization of medical services, diminished mental capacity, or
               uncooperative or disruptive behavior resulting from the
               Enrollee's special needs (except where continued Enrollment in
               the Contractor's MMC


                                    SECTION 8
                                 (DISENROLLMENT)
                                 October 1, 2005
                                       8-3

<PAGE>

               or FHPlus product seriously impairs the Contractor's ability to
               furnish services to either the Enrollee or other Enrollees).

          c)   Contractor initiated Disenrollments must be carried out in
               accordance with the requirements and timeframes described in
               Appendix H of this Agreement.

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

     8.8  LDSS Initiated Disenrollment

          a)   The LDSS is responsible for promptly initiating Disenrollment
               when:

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

               ii)  the Guaranteed Eligibility period ends and an Enrollee is no
                    longer eligible for MMC or FHPlus benefits; or

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

               iv)  an Enrollee becomes ineligible for Enrollment pursuant to
                    Section 6.1 of this Agreement; or

               v)   an Enrollee has moved outside the service area covered by
                    this Agreement, unless Contractor can demonstrate that:

                    A)   the Enrollee has made an informed choice to continue
                         Enrollment with the Contractor and that Enrollee will
                         have sufficient access to the Contractor's provider
                         network; and

                    B)   fiscal responsibility for Medicaid or FHPlus coverage
                         remains in the county of origin.


                                    SECTION 8
                                 (DISENROLLMENT)
                                 October 1, 2005
                                       8-4

<PAGE>

9.   GUARANTEED ELIGIBILITY

     9.1  General Requirements

          SDOH, the LDSS and the Contractor will follow the policies in this
          section subject to state and federal law and regulation.

     9.2  Right to Guaranteed Eligibility

          a)   New Enrollees, other than those identified in Section 9.2(b)
               below, who would otherwise lose Medicaid or FHPlus eligibility
               during the first six (6) months of Enrollment will retain the
               right to remain enrolled in the Contractor's MMC or FHPlus
               product, as applicable, under this Agreement for a period of six
               (6) months from their Effective Date of Enrollment.

          b)   Guaranteed Eligibility is not available to the following
               Enrollees:

               i)   Enrollees who lose eligibility due to death, moving out of
                    State, or incarceration;

               ii)  Female MMC Enrollees with a net available income in excess
                    of medically necessary income but at or below two hundred
                    percent (200%) of the federal poverty level who are only
                    eligible for Medicaid while they are pregnant and then
                    through the end of the month in which the sixtieth (60th)
                    day following the end of the pregnancy occurs.

          c)   If, during the first six (6) months of Enrollment in the
               Contractor's MMC product, an MMC Enrollee becomes eligible for
               Medicaid only as a spend-down, the MMC Enrollee will be eligible
               to remain enrolled in the Contractor's MMC product for the
               remainder of the six (6) month Guaranteed Eligibility period.
               During the six (6) month Guaranteed Eligibility period, an MMC
               Enrollee eligible for spend-down and in need of wrap-around
               services has the option of spending down to gain full Medicaid
               eligibility for the wrap-around services. In this situation, the
               LDSS is responsible for monitoring the MMC Enrollee's need for
               wrap-around services and manually setting coverage codes as
               appropriate.

          d)   FHPlus Enrollees who become eligible for Medicaid benefits
               without an income or resource spend-down will not be entitled to
               a Guaranteed Eligibility period.

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


                                    SECTION 9
                            (GUARANTEED ELIGIBILITY)
                                 October 1, 2005
                                       9-1

<PAGE>

     9.3  Covered Services During Guaranteed Eligibility

          The services covered during the Guaranteed Eligibility period shall be
          those contained in the Benefit Package, as specified in Appendix K of
          this Agreement. MMC enrollees shall also be eligible to receive Free
          Access to family planning and reproductive health services as set
          forth in Section 10.10 of this Agreement and pharmacy services on a
          Medicaid fee-for-service basis during the Guaranteed Eligibility
          period.

     9.4  Disenrollment During Guaranteed Eligibility

          a)   An Enrollee-initiated Disenrollment from the Contractor's MMC or
               FHPlus product terminates the Guaranteed Eligibility period.

          b)   During the Guarantee Eligibility period, an Enrollee may not
               change MCOs.


                                    SECTION 9
                            (GUARANTEED ELIGIBILITY)
                                 October 1, 2005
                                       9-2

<PAGE>

10.  BENEFIT PACKAGE REQUIREMENTS

     10.1 Contractor Responsibilities

          Contractor must provide or arrange for the provision of all services
          set forth in the Benefit Package for MMC Enrollees and FHPlus
          Enrollees subject to any exclusions or limitations imposed by federal
          or state Law during the period of this Agreement. SDOH and LDSS shall
          assure that Medicaid services covered under the Medicaid
          fee-for-service program but not covered in the Benefit Package are
          available to and accessible by MMC Enrollees.

     10.2 Compliance with State Medicaid Plan and Applicable Laws

          a)   All services provided under the Benefit Package to MMC Enrollees
               must comply with all the standards of the State Medicaid Plan
               established pursuant to Section 363-a of the SSL and shall
               satisfy all other applicable requirements of the SSL and PHL.

          b)   Benefit Package Services provided by the Contractor through its
               FHPlus product shall comply with all applicable requirements of
               the PHL and SSL.

     10.3 Definitions

          The Contractor agrees to the definitions of "Benefit Package" and
          "Non-Covered Services" contained in Appendix K, which is incorporated
          by reference as if set forth fully herein.

     10.4 Child Teen Health Program/Adolescent Preventive Services

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

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

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


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-1

<PAGE>

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

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

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

               i)   Educate Enrollees who are pregnant women or who are parents
                    of Enrollees under age 21 about the program and its
                    importance to a child's or adolescent's health.

               ii)  Educate Participating Providers about the program and their
                    responsibilities under it.

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

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

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

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

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


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-2

<PAGE>

     10.5 Foster Care Children - Applies to MMC Program Only

          The Contractor shall comply with the health requirements for foster
          children specified in 18 NYCRR Section 441.22 and Part 507 and any
          subsequent amendments thereto. These requirements include thirty (30)
          day obligations for a comprehensive physical and behavioral health
          assessment and assessment of the risk that the child may be HIV+ and
          should be tested.

     10.6 Child Protective Services

          The Contractor shall comply with the requirements specified for child
          protective examinations, provision of medical information to the child
          protective services investigation and court ordered services as
          specified in 18 NYCRR Part 432, and any subsequent amendments thereto.
          Medically necessary services must be covered, whether provided by the
          Contractor's Participating Providers or not. Non-Participating
          Providers will be reimbursed at the Medicaid fee schedule by the
          Contractor.

     10.7 Welfare Reform - Applies to MMC Program only

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

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

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


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-3

<PAGE>

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

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

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

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

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

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

          h)   The Contractor is responsible for the provision of services in
               Sections 10.9, 10.15 (a) and 10.23 of this Agreement for MMC
               Enrollees requiring LDSS mandated Chemical Dependence Services.

     10.8 Adult Protective Services

          The Contractor shall cooperate with LDSS in the implementation of 18
          NYCRR Part 457 and any subsequent amendments thereto with regard to
          medically necessary health and mental health services, including
          referrals for mental health and/or chemical dependency evaluations,
          and all Court Ordered Services for


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-4

<PAGE>

          adults. Court-ordered services that are included in the Benefit
          Package must be covered, whether provided by the Contractor's
          Participating Provider or not. Non-Participating Providers will be
          reimbursed at the Medicaid fee schedule by the Contractor.

     10.9 Court-Ordered Services

          a)   The Contractor shall provide any Benefit Package services to
               Enrollees as ordered by a court of competent jurisdiction,
               regardless of whether the court order requires such services to
               be provided by a Participating Provider or by a Non-Participating
               Provider. Non-Participating Providers shall be reimbursed by the
               Contractor at the Medicaid fee schedule. The Contractor is
               responsible for court-ordered services to the extent that such
               court-ordered services are covered by the Benefit Package and
               reimbursable by Medicaid or Family Health Plus, as applicable.

          b)   Court Ordered Services are those services ordered by the court
               performed by, or under the supervision of a physician, dentist,
               or other provider qualified under State law to furnish medical,
               dental, behavioral health (including mental health and/or
               Chemical Dependence), or other Benefit Package covered services.
               The Contractor is responsible for payment of those services as
               covered by the Benefit Package, even when provided by
               Non-Participating Providers.

     10.10 Family Planning and Reproductive Health Services

          a)   Nothing in this Agreement shall restrict the right of Enrollees
               to receive Family Planning and Reproductive Health services, as
               defined in Appendix C of this Agreement, which is hereby made a
               part of this Agreement as if set forth fully herein.

               i)   MMC Enrollees may receive such services from any qualified
                    Medicaid provider, regardless of whether the provider is a
                    Participating or a Non-Participating Provider, without
                    referral from the MMC Enrollee's PCP and without approval
                    from the Contractor.

               ii)  FHPlus Enrollees may receive such services from any
                    Participating Provider if the Contractor includes Family
                    Planning and Reproductive Health services in its Benefit
                    Package, or directly from a provider affiliated with the
                    Designated Third Party Contractor if such services are not
                    included in the Contractor's Benefit Package, as specified
                    in Appendix M of this Agreement, without referral from the
                    FHP Enrollee's PCP and without approval from the Contractor.


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-5

<PAGE>

          b)   The Contractor shall permit Enrollees to exercise their right to
               obtain Family Planning and Reproductive Health services.

               i)   If the Contractor includes Family Planning and Reproductive
                    Health services in its Benefit Package, the Contractor shall
                    comply with the requirements in Part C.2 of Appendix C of
                    this Agreement, including assuring that Enrollees are fully
                    informed of their rights.

               ii)  If the Contractor does not include Family Planning and
                    Reproductive Health services in its Benefit Package, the
                    Contractor shall comply with the requirements of Part C.3 of
                    Appendix C of this Agreement, including assuring that
                    Enrollees are fully informed of their rights.

     10.11 Prenatal Care

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

     10.12 Direct Access

          The Contractor shall offer female Enrollees direct access to primary
          and preventive obstetrics and gynecology services, follow-up care as a
          result of a primary and preventive visit, and any care related to
          pregnancy from Participating Providers of her choice, without referral
          from the PCP as set forth in PHL Section 4406-b(l).

     10.13 Emergency Services

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

          b)   The Contractor agrees that it will not require prior
               authorization for services in a medical or behavioral health
               emergency. The Contractor agrees to inform its Enrollees that
               access to Emergency Services is not restricted and that Emergency
               Services may be obtained from a Non-Participating Provider
               without penalty. Nothing herein precludes the Contractor from
               entering into contracts with providers or facilities that require
               providers or facilities to provide notification to the Contractor
               after Enrollees present for Emergency Services and are
               subsequently stabilized. The Contractor must pay for


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-6

<PAGE>

               services for Emergency Medical Conditions whether provided by a
               Participating Provider or a Non-Participating Provider, and may
               not deny payments for failure of the Emergency Services provider
               or Enrollee to give notice.

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

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

     10.14 Medicaid Utilization Thresholds (MUTS)

          MMC Enrollees may be subject to MUTS for outpatient pharmacy services
          which are billed to Medicaid fee-for-service and for dental services
          provided without referral at Article 28 clinics operated by academic
          dental centers as described in Section 10.27 of this Agreement. MMC
          Enrollees are not otherwise subject to MUTS for services included in
          the Benefit Package.

     10.15 Services for Which Enrollees Can Self-Refer

          a)   Mental Health and Chemical Dependence Services

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

               ii)  The Contractor shall make available to all Enrollees a
                    complete listing of their participating mental health and
                    Chemical Dependence Services providers. The listing should
                    specify which provider groups or practitioners specialize in
                    children's mental health services.


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-7

<PAGE>

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

               iv)  The Contractor will implement policies and procedures to
                    ensure that Enrollees receive follow-up Benefit Package
                    services from appropriate providers based on the findings of
                    their mental health and/or Chemical Dependence
                    assessment(s), consistent with Section 15.2(a)(x) and (xi)
                    of this Agreement.

               v)   The Contractor will implement policies and procedures to
                    ensure that Enrollees are referred to appropriate Chemical
                    Dependence providers based on the findings of the Chemical
                    Dependence assessment by the Contractor's Participating
                    Provider, consistent with Section 15.2(a)(x) and (xi) of
                    this Agreement.

          b)   Vision Services

               The Contractor will allow its Enrollees to self-refer to any
               Participating Provider of vision services (optometrist or
               ophthalmologist) for refractive vision services as described in
               Appendix K of this Agreement.

          c)   Diagnosis and Treatment of Tuberculosis

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

          d)   Family Planning and Reproductive Health Services

               Enrollees may self-refer to family planning and reproductive
               health services as described in Section 10.10 and Appendix C of
               this Agreement.

          e)   Article 28 Clinics Operated by Academic Dental Centers

               MMC Enrollees may self-refer to Article 28 clinics operated by
               academic dental centers to obtain covered dental services as
               described in Section 10.27 of this Agreement.


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-8

<PAGE>

     10.16 Second Opinions for Medical or Surgical Care

          The Contractor will allow Enrollees to obtain second opinions for
          diagnosis of a condition, treatment or surgical procedure by a
          qualified physician or appropriate specialist, including one
          affiliated with a specialty care center. In the event that the
          Contractor determines that it does not have a Participating Provider
          in its network with appropriate training and experience qualifying the
          Participating Provider to provide a second opinion, the Contractor
          shall make a referral to an appropriate Non-Participating Provider.
          The Contractor shall pay for the cost of the services associated with
          obtaining a second opinion regarding medical or surgical care,
          including diagnostic and evaluation services, provided by the
          Non-Participating Provider.

     10.17 Coordination with Local Public Health Agencies

          The Contractor will coordinate its public health-related activities
          with the Local Public Health Agency (LPHA) consistent with the SDOH
          MCO and Public Health Guidelines. Coordination mechanisms and
          operational protocols for addressing public health issues will be
          negotiated with the LPHA and be customized to reflect local public
          health priorities. Negotiations must result in agreements regarding
          required Contractor activities related to public health as set forth
          in Appendix N of this Agreement as if set forth fully herein.

     10.18 Public Health Services

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

               i)   Tuberculosis Screening, Diagnosis and Treatment services are
                    included in the Benefit Package as set forth in Appendix K.3
                    (3) (e) of this Agreement.

                    A)   It is the State's preference that Enrollees receive TB
                         diagnosis and treatment through the Contractor to the
                         extent that Participating Providers experienced in this
                         type of care are available.

                    B)   The SDOH will coordinate with the LPHA to evaluate the
                         Contractor's protocols against State and local
                         guidelines and to review the tuberculosis treatment
                         protocols and networks of Participating Providers to
                         verify their readiness to treat Tuberculosis patients.
                         State and local departments of health will also be
                         available to offer technical assistance to the
                         Contractor in establishing TB policies and procedures.

                    C)   The Contractor is responsible for screening, diagnosis
                         and treatment of TB, except for TB/DOT services.


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-9

<PAGE>

                    D)   The Contractor shall inform all Participating Providers
                         of their responsibility to report TB cases to the LPHA.

               ii)  Enrollees may self-refer to Local Public Health Agency
                    facilities for the diagnosis and/or treatment of TB.

                    A)   The Contractor agrees to reimburse public health
                         clinics when physician visit and patient management or
                         laboratory and radiology services are rendered to
                         Enrollees within the context of TB diagnosis and
                         treatment.

                    B)   The Contractor will make best effort to negotiate fees
                         for these services with the LPHA. If no agreement has
                         been reached, the Contractor agrees to reimburse the
                         public health clinics for these services at rates
                         determined by SDOH.

                    C)   The LPHA is responsible for: 1) giving notification to
                         the Contractor before delivering TB related services,
                         if so required in the public health agreement
                         established pursuant to Section 10.17 of this
                         Agreement, unless these services are ordered by a court
                         of competent jurisdiction; 2) making reasonable efforts
                         to verify with the Enrollee's PCP that he/she has not
                         already provided TB care and treatment; and 3)
                         providing documentation of services rendered along with
                         the claim.

                    D)   Prior authorization for hospital admission may not be
                         required by the Contractor for an admission pursuant to
                         a court order or an order of detention issued by the
                         local commissioner or director of public health.

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

                    F)   The Contractor will not be financially liable for
                         treatments rendered to Enrollees who have been
                         institutionalized as a result of a local health
                         commissioner's order due to non-compliance with TB care
                         regimens.

               iii) Directly Observed Therapy (TB/DOT) is not included in the
                    Benefit Package as set forth in Appendix K.3 (3) (e) and K.4
                    of this Agreement.

                    A)   The Contractor will not be capitated or financially
                         liable for these costs.

                    B)   The Contractor agrees to make all reasonable efforts to
                         ensure communication, cooperation and coordination with
                         TB/DOT providers regarding clinical care and services.


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                                 October 1, 2005
                                      10-10

<PAGE>

                    C)   MMC Enrollees may use any Medicaid fee-for-service
                         TB/DOT provider.

               iv)  HIV counseling and testing provided to a MMC Enrollee during
                    a TB related visit at a public health clinic, directly
                    operated by a LPHA, will be covered by Medicaid fee for
                    service at rates established by SDOH.

          b)   Immunizations

               i)   Immunizations are included in the Benefit Package as
                    provided in Appendix K of this Agreement.

                    A)   The Contractor is responsible for all costs associated
                         with vaccine purchase and administration associated
                         with adult immunizations.

                    B)   The Contractor is responsible for all costs associated
                         with vaccine administration associated with childhood
                         immunizations. The Contractor is not responsible for
                         vaccine purchase costs associated with childhood
                         immunizations and will inform all Participating
                         Providers that the vaccines may be obtained free of
                         charge from the Vaccine for Children Program.

               ii)  Enrollees may self refer to the LPHA facilities for their
                    immunizations.

                    A)   The Contractor agrees to reimburse the LPHA when an
                         Enrollee has self referred for immunizations.

                    B)   The Contractor will make best effort to negotiate fees
                         for these services with the LPHA. If no agreement has
                         been reached, the Contractor agrees to reimburse the
                         public health clinics for these services at rates
                         determined by SDOH.

                    C)   The LPHA is responsible for making reasonable efforts
                         to

                         (1)  determine the Enrollee's managed care membership
                              status; and

                         (2)  ascertain the Enrollee's immunization status.
                              Reasonable efforts shall consist of client
                              interviews, medical records and, when available,
                              access to the Immunization Registry. When an
                              Enrollee presents a membership card with a PCP's
                              name, the LPHA is responsible for calling the PCP.
                              If the LPHA is unable to verify the immunization
                              status from the PCP, the LPHA is responsible for
                              delivering the service as appropriate.

          c)   Prevention and Treatment of Sexually Transmitted Diseases

               The Contractor will be responsible for ensuring that its
               Participating Providers educate their Enrollees about the risk
               and prevention of sexually transmitted disease (STD). The
               Contractor also will be responsible for ensuring that its


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                                      10-11

<PAGE>

               Participating Providers screen and treat Enrollees for STDs and
               report cases of STD to the LPHA and cooperate in contact
               investigation, in accordance with existing state and local laws
               and regulations. HIV counseling and testing provided to an MMC
               Enrollee during an STD related visit at a public health clinic,
               directly operated by a LPHA, will be covered by Medicaid
               fee-for-service at rates established by SDOH.

          d)   Lead Poisoning - Applies to MMC Program Only

               The Contractor will be responsible for carrying out and ensuring
               that its Participating Providers comply with lead poisoning
               screening and follow-up as specified in 10 NYCRR Sub-part 67-1.
               The Contractor shall require its Participating Providers to
               coordinate with the LPHA to assure appropriate follow-up in terms
               of environmental investigation, risk management and reporting
               requirements.

     10.19 Adults with Chronic Illnesses and Physical or Developmental
          Disabilities

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

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

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

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

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

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

                    D)   provide regular information to Participating Providers
                         on the case management services available to Enrollees
                         and the criteria for referring Enrollees for case
                         management services.


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                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October I, 2005
                                      10-12

<PAGE>

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

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

               v)   Satisfactory systems for coordinating service delivery with
                    Non-Participating Providers, including behavioral health
                    providers for all Enrollees.

               vi)  Policies and procedures to allow for the continuation of
                    existing relationships with Non-Participating Providers,
                    consistent with PHL Section 4403(6)(e) and Section 15.6 of
                    this Agreement.

     10.20 Children with Special Health Care Needs

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

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

               ii)  An adequate network of pediatric providers and
                    sub-specialists, and contractual relationships with tertiary
                    institutions, to meet such children's medical needs.

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

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


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                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-13

<PAGE>

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

     10.21 Persons Requiring Ongoing Mental Health Services

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

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

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

               iii) Satisfactory case management systems or satisfactory case
                    management.

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

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

     10.22 Member Needs Relating to HIV

          a)   The Contractor must inform MMC Enrollees newly diagnosed with HIV
               infection or AIDS, who are known to the Contractor, of their
               enrollment options including the ability to return to the
               Medicaid fee-for-service program or to disenroll from the
               Contractor's MMC product and to enroll into HIV SNPs, if such
               plan is available.

          b)   The Contractor will inform Enrollees about HIV counseling and
               testing services available through the Contractor's Participating
               Provider network; HIV counseling and testing services available
               when performed as part of a Family Planning and Reproductive
               Health encounter; and anonymous counseling and testing services
               available from SDOH, LPHA clinics and other New York City
               programs. Counseling and testing rendered outside of a Family
               Planning and Reproductive Health encounter, as well as services
               provided as the result of an HIV+ diagnosis, will be furnished by
               the Contractor in accordance with standards of care.


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                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-14

<PAGE>

          c)   The Contractor agrees that anonymous testing may be furnished to
               the Enrollee without prior approval by the Contractor and may be
               conducted at anonymous testing sites. Services provided for HIV
               treatment may only be obtained from the Contractor during the
               period the Enrollee is enrolled in the Contractor's MMC or FHPlus
               product.

          d)   To adequately address the HIV prevention needs of uninfected
               Enrollees, as well as the special needs of Enrollees with HIV
               infection, the Contractor shall have in place all of the
               following:

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

               ii)  Policies and procedures promoting the early identification
                    of HIV infection in Enrollees. Such policies and procedures
                    shall include at a minimum: assessment methods for
                    recognizing the early signs and symptoms of HIV disease;
                    initial and routine screening for HIV risk factors through
                    administration of sexual behavior and drug and alcohol use
                    assessments; and the provision of information to all
                    Enrollees regarding the availability of HIV CTRPN services
                    from Participating Providers or as part of a Family Planning
                    and Reproductive Health services visit pursuant to Appendix
                    C of this Agreement, and the availability of anonymous CTRPN
                    services from New York State, New York City and the LPHA.


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-15

<PAGE>

               iii) Policies and procedures that require Participating Providers
                    to provide HIV counseling and recommend HIV testing to
                    pregnant women in their care. The HIV counseling and testing
                    provided shall be done in accordance with Article 27 of the
                    PHL. Such policies and procedures shall also direct
                    Participating Providers to refer any HIV positive women in
                    their care to clinically appropriate services for both the
                    women and their newborns.

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

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

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

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


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-16

<PAGE>

     10.23 Persons Requiring Chemical Dependence Services

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

               i)   A Participating Provider network which includes of all the
                    required provider types listed in Section 21 of this
                    Agreement.

               ii)  Satisfactory methods for identifying Enrollees requiring
                    such services and encouraging self-referral and early entry
                    into treatment and methods for referring Enrollees to the
                    New York State Office of Alcoholism and Substance Abuse
                    Services (OASAS) for appropriate services beyond the
                    Contractor's Benefit Package (e.g., halfway houses).

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

               iv)  Satisfactory case management systems.

               v)   Satisfactory systems for coordinating service delivery
                    between physical health, chemical dependence, and mental
                    health providers, and coordinating services received from
                    Participating Providers with other services, including
                    Social Services.

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

     10.24 Native Americans

          If an Enrollee is a Native American and the Enrollee chooses to access
          primary care services through his/her tribal health center, the PCP
          authorized by the Contractor to refer the Enrollee for services
          included in the Benefit Package must develop a relationship with the
          Enrollee's PCP at the tribal health center to coordinate services for
          said Native American Enrollee.

     10.25 Women, Infants, and Children (WIC)

          The Contractor shall develop linkage agreements or other mechanisms to
          refer Enrollees who are pregnant and Enrollees with children younger
          than five (5) years of age to WIC local agencies for nutritional
          assessments and supplements.


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-17

<PAGE>

     10.26 Urgently Needed Services

          The Contractor is financially responsible for Urgently Needed
          Services. Urgently Needed Services are covered only in the United
          States, the Commonwealth of Puerto Rico, the U.S. Virgin Islands,
          Guam, American Samoa, the Northern Mariana Islands and Canada. The
          Contractor may require the Enrollee or the Enrollee's designee to
          coordinate with the Contractor or the Enrollee's PCP prior to
          receiving care.

     10.27 Dental Services Provided by Article 28 Clinics Operated by Academic
          Dental Centers Not Participating in Contractor's Network - Applies to
          MMC Program Only

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

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

     10.28 Hospice Services

          a)   For FHPlus only: the Contractor shall provide a coordinated
               hospice program of home and inpatient services which provides
               non-curative medical and support services for FHPlus Enrollees
               certified by a physician to be terminally ill with a life
               expectancy of six months or less. Hospices must be certified
               under Article 40 of the New York State Public Health Law.

          b)   MMC Enrollees receive coverage for hospice services through the
               Medicaid fee-for-service program.

     10.29 Prospective Benefit Package Change for Retroactive SSI Determinations
          - Applies to MMC Program Only

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


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-18

<PAGE>

     10.30 Coordination of Services

          a)   The Contractor shall coordinate care for Enrollees, as
               applicable, with:

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

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

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

               iv)  WIC, Head Start, Early Intervention;

               v)   programs funded through the Ryan White CARE Act;

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

               vii) Prenatal Care Assistance Program (PCAP) Providers;

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

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

               x)   School-based health centers.

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


                                   SECTION 10
                         (BENEFIT PACKAGE REQUIREMENTS)
                                 October 1, 2005
                                      10-19

<PAGE>

11.  MARKETING

     11.1 Information Requirements

          a)   The Contractor shall provide Prospective Enrollees, upon request,
               with pre-enrollment and post-enrollment information pursuant to
               PHL Section 4408 and SSL Section 364-j.

          b)   The Contractor shall provide Prospective Enrollees, upon request,
               with the most current and complete listing of Participating
               Providers, as described in Section 13.2(a) of this Agreement, in
               hardcopy, along with any updates to that listing.

          c)   The Contractor shall provide Potential Enrollees with
               pre-enrollment and post-enrollment information pursuant to 42 CFR
               Section 438.10(e).

          d)   The Contractor must inform Potential Enrollees that oral
               interpretation service is available for any language and that
               information is available in alternate formats and how to access
               these formats.

     11.2 Marketing Plan

          a)   The Contractor shall have a Marketing plan that has been
               prior-approved by the SDOH and the DOHMH that describes the
               Marketing activities the Contractor will undertake within the
               service area, as specified in Appendix M of this Agreement,
               during the term of this Agreement.

          b)   The Marketing plan and all Marketing activities must comply with
               the Marketing Guidelines which are set forth in Appendix D and
               any New York City Specific marketing requirements as set forth in
               Appendix N, which are hereby made a part of this Agreement as if
               set forth fully herein.

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

     11.3 Marketing Activities

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


                                   SECTION 11
                                   (MARKETING)
                                 October 1, 2005
                                      11-1

<PAGE>

     11.4 Prior Approval of Marketing Materials and Procedures

          The Contractor shall submit all procedures and materials related to
          Marketing to Prospective Enrollees to the SDOH for prior written
          approval, as described in Appendix D of this Agreement. The Contractor
          shall not use any procedures or materials that the SDOH has not
          approved. Marketing materials shall be made available by the
          Contractor throughout its entire service area. Marketing materials may
          be customized for specific counties and populations within the
          Contractor's service area. All Marketing activities should provide for
          equitable distribution of materials without bias toward or against any
          group.

     11.5 Corrective and Remedial Actions

          a)   If the Contractor's Marketing activities do not comply with the
               Marketing Guidelines set forth in Appendix D of this Agreement or
               the Contractor's approved Marketing plan, the SDOH and/or the
               DOHMH, may take the actions described in (i), (ii) and (iii)
               below to protect the interests of Enrollees and the integrity of
               the MMC and FHPlus Programs. The Contractor shall take the
               corrective and remedial actions directed by the SDOH and/or DOHMH
               within the specified timeframes.

               i)   If the Contractor or its representative commits a first time
                    infraction of the Marketing Guidelines and/or the
                    Contractor's approved Marketing plan, and the SDOH and/or
                    the DOHMH deem the infraction to be minor or unintentional
                    in nature, the SDOH and/or the DOHMH may issue a warning
                    letter to the Contractor.

               ii)  If the Contractor engages in Marketing activities that SDOH
                    and/or DOHMH determines, in it sole discretion, to be an
                    intentional or serious breach of the Marketing Guidelines or
                    the Contractor's approved Marketing plan, or a pattern of
                    minor breaches, SDOH and/or the DOHMH may require the
                    Contractor to, and the Contractor shall, prepare and
                    implement a corrective action plan acceptable to SDOH and/or
                    DOHMH within a specified timeframe. In addition, or
                    alternatively, SDOH and the DOHMH, in consultation with
                    SDOH, may impose sanctions, including monetary penalties, as
                    permitted by law.

               iii) If the Contractor commits further infractions, fails to pay
                    monetary penalties within the specified timeframe, fails to
                    implement a corrective action plan in a timely manner or
                    commits an egregious first-time infraction, the SDOH, or
                    DOHMH, in consultation with the SDOH, may in addition to any
                    other legal remedy available to SDOH and/or DOHMH in law or
                    equity:


                                   SECTION 11
                                   (MARKETING)
                                 October 1, 2005
                                      11-2

<PAGE>

                    A)   direct the Contractor to suspend its Marketing
                         activities for a period up to the end of the Agreement
                         period;

                    B)   suspend new Enrollments, other than newborns, for a
                         period up to the remainder of the Agreement period; or

                    C)   terminate this Agreement pursuant to termination
                         procedures described in Section 2.7 of this Agreement.


                                   SECTION 11
                                   (MARKETING)
                                 October 1, 2005
                                      11-3

<PAGE>

12.  MEMBER SERVICES

     12.1 General Functions

          a)   The Contractor shall operate a Member Services Department during
               regular business hours, which must be accessible to Enrollees via
               a toll-free telephone line. Personnel must also be available via
               a toll-free telephone line (which can be the member services
               toll-free line or separate toll-free lines) not less than during
               regular business hours to address complaints and utilization
               review inquiries. In addition, the Contractor must have a
               telephone system capable of accepting, recording or providing
               instruction in response to incoming calls regarding complaints
               and utilization review during other than normal business hours
               and measures in place to ensure a response to those calls the
               next business day after the call was received.

          b)   At a minimum, the Member Services Department must be staffed at a
               ratio of at least one (1) full time equivalent Member Service
               Representative for every four thousand (4,000) or fewer
               Enrollees.

          c)   Member Services staff must be responsible for the following:

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

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

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

               iv)  Clarifying information in the member handbook for Enrollees.

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

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

     12.2 Translation and Oral Interpretation

          a)   The Contractor must make available written marketing and other
               informational materials (e.g., member handbooks) in a language
               other than English whenever at least five percent (5%) of the
               Prospective Enrollees of


                                   SECTION 12
                                (MEMBER SERVICES)
                                 October 1, 2005
                                      12-1

<PAGE>

               the Contractor in any county of the service area speak that
               particular language and do not speak English as a first language.

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

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

     12.3 Communicating with the Visually, Hearing and Cognitively Impaired

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


                                   SECTION 12
                                (MEMBER SERVICES)
                                 October 1, 2005
                                      12-2

<PAGE>

13.  ENROLLEE RIGHTS AND NOTIFICATION

     13.1 Information Requirements

          a)   The Contractor shall provide new Enrollees with the information
               identified in PHL Section 4408, SSL Section 364-j, SSL Section
               369-ee and 42 CFR Section 438.10 (f) and (g).

          b)   The Contractor shall provide such information to the Enrollee
               within fourteen (14) days of the Effective Date of Enrollment.
               The Contractor may provide such information to the Enrollee
               through the Member Handbook referenced in Section 13.4 of this
               Agreement.

          c)   The Contractor must provide Enrollees with an annual notice that
               this information is available to them upon request.

          d)   The Contractor must inform Enrollees that oral interpretation
               service is available for any language and that information is
               available in alternative formats and how to access these formats.

     13.2 Provider Directories/Office Hours for Participating Providers

          a)   The Contractor shall maintain and update, on a quarterly basis, a
               listing by specialty of the names, addresses and telephone
               numbers of all Participating Providers, including facilities.
               Such a list/directory shall include names, office addresses,
               telephone numbers, board certification for physicians,
               information on language capabilities and wheelchair accessibility
               of Participating Providers. The list should also identify
               providers that are not accepting new patients.

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

          c)   Enrollees must be notified of updates in writing at least
               annually in one of the following methods: (1) provide updates in
               hardcopy; (2) provide a new complete listing/directory in
               hardcopy; or (3) provide written notification that a new complete
               listing/directory is available and will be provided upon request
               either in hardcopy, or electronically if the Contractor has the
               capability of providing such data in an electronic format and the
               data is requested in that format by an Enrollee.

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


                                   SECTION 13
                       (ENROLLEE RIGHTS AND NOTIFICATION)
                                 October 1, 2005
                                      13-1

<PAGE>

     13.3 Member ID Cards

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

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

               ii)  the name of the Enrollee's PCP and the PCP's telephone
                    number (if an Enrollee is being served by a PCP team, the
                    name of the individual shown on the card should be the lead
                    provider);

               iii) the member services toll free telephone number;

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

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

          b)   PCP information may be embossed on the card or affixed to the
               card by a sticker.

          c)   The Contractor shall issue an identification card within fourteen
               (14) days of an Enrollee's Effective Date of Enrollment. If
               unforeseen circumstances, such as the lack of identification of a
               PCP, prevent the Contractor from forwarding the official
               identification card to new Enrollees within the fourteen (14) day
               period, alternative measures by which Enrollees may identify
               themselves such as use of a Welcome Letter or a temporary
               identification card shall be deemed acceptable until such time as
               a PCP is either chosen by the Enrollee or auto assigned by the
               Contractor. The Contractor agrees to implement an alternative
               method by which individuals may identify himself/herself as
               Enrollees prior to receiving the card (e.g., using a "welcome
               letter" from the Contractor) and to update PCP information on the
               identification card. Newborns of Enrollees need not present ID
               cards in order to receive Benefit Package services from the
               Contractor and its Participating Providers. The Contractor is not
               responsible for providing Benefit Package services to newborns
               Excluded from the MMC Program pursuant to Appendix H of this
               Agreement, or when the Contractor does not offer an MMC product
               in the mother's county of fiscal responsibility.

     13.4 Member Handbooks

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


                                   SECTION 13
                       (ENROLLEE RIGHTS AND NOTIFICATION)
                                 October 1, 2005
                                      13-2

<PAGE>

     13.5 Notification of Effective Date of Enrollment

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

     13.6 Notification of Enrollee Rights

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

               i)   Inform the Enrollee about the Contractor's policies with
                    respect to obtaining medical services, including services
                    for which the Enrollee may self-refer pursuant to Section
                    10.15 of this Agreement, and what to do in an emergency.

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

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

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

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


                                   SECTION 13
                       (ENROLLEE RIGHTS AND NOTIFICATION)
                                 October 1, 2005
                                      13-3

<PAGE>

               vi)  Advise Enrollee about opportunities available to learn about
                    the Contractor's policies and benefits in greater detail
                    (e.g., welcome meeting, Enrollee orientation and education
                    sessions).

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

     13.7 Enrollee's Rights

          a)   The Contractor shall, in compliance with the requirements of 42
               CFR Section 438.6(i)(1) and 42 CFR Part 489 Subpart I, maintain
               written policies and procedures regarding advance directives and
               inform each Enrollee in writing at the time of enrollment of an
               individual's rights under State law to formulate advance
               directives and of the Contractor's policies regarding the
               implementation of such rights. The Contractor shall include in
               such written notice to the Enrollee materials relating to advance
               directives and health care proxies as specified in 10 NYCRR Part
               98 and Section 700.5. The written information must reflect
               changes in State law as soon as possible, but no later than
               ninety (90) days after the effective date of the change.

          b)   The Contractor shall have policies and procedures that protect
               the Enrollee's right to:

               i)   receive information about the Contractor and managed care;

               ii)  be treated with respect and due consideration for his or her
                    dignity and privacy;

               iii) receive information on available treatment options and
                    alternatives, presented in a manner appropriate to the
                    Enrollee's condition and ability to understand;

               iv)  participate in decisions regarding his or her health care,
                    including the right to refuse treatment;

               v)   be free from any form of restraint or seclusion used as a
                    means of coercion, discipline, convenience or retaliation,
                    as specified in Federal regulations on the use of restraints
                    and seclusion; and

               vi)  If the privacy rule, as set forth in 45 CFR Parts 160 and
                    164 Subparts A and E, applies, request and receive a copy
                    of his or her medical records and request that they be
                    amended or corrected, as specified in 45 CFR Sections
                    164.524 and 164.526.


                                   SECTION 13
                       (ENROLLEE RIGHTS AND NOTIFICATION)
                                 October 1, 2005
                                      13-4

<PAGE>

          c)   The Contractor's policies and procedures must require that
               neither the Contractor nor its Participating Providers adversely
               regard an Enrollee who exercises his/her rights in 13.7(b) above.

     13.8 Approval of Written Notices

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

     13.9 Contractor's Duty to Report Lack of Contact

          The Contractor must inform the LDSS of any Enrollee it is unable to
          contact within ninety (90) days of Enrollment using reasonable efforts
          as defined in Section 13.6 of the Agreement and who have not presented
          for any health care services through the Contractor or its
          Participating Providers.

     13.10 LDSS Notification of Enrollee's Change in Address

          The LDSS is responsible for notifying the Contractor of any known
          change in address of Enrollees.

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

          The Contractor must provide written notification of the effective date
          of any Contractor-initiated, SDOH and DOHMH approved Benefit Package
          change to Enrollees. Notification to Enrollees must be provided at
          least thirty (30) days in advance of the effective date of such
          change.

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

          a)   With prior notice to and approval of the SDOH and DOHMH, the
               Contractor shall inform each Enrollee in writing of any
               withdrawal by the Contractor from the MMC or FHPlus Program
               pursuant to Section 2.7 of this Agreement, withdrawal from the
               service area encompassing the Enrollee's zip code, and/or
               significant changes to the Contractor's Participating Provider
               network pursuant to Section 21.1(d) of this Agreement, except
               that the Contractor need not notify Enrollees who will not be
               affected by such changes.

          b)   The Contractor shall provide the notifications within the
               timeframes specified by SDOH, and shall obtain the prior approval
               of the notification from SDOH in consultation with DOHMH.


                                   SECTION 13
                       (ENROLLEE RIGHTS AND NOTIFICATION)
                                 October 1, 2005
                                      13-5

<PAGE>

14.  ACTION AND GRIEVANCE SYSTEM

     14.1 General Requirements

          a)   The Contractor shall establish and maintain written Action
               procedures and a comprehensive Grievance System that complies
               with the Managed Care Action and Grievance System Requirements
               for MMC and FHPlus Programs described in Appendix F, which is
               hereby made a part of this Agreement as if set forth fully
               herein. Nothing herein shall release the Contractor from its
               responsibilities under PHL Section 4408-a or PHL Article 49 and
               10 NYCRR Part 98 that is not otherwise expressly established in
               Appendix F.

          b)   The Contractor's Action procedure and Grievance System shall be
               approved by the SDOH and kept on file with the Contractor and
               SDOH.

          c)   The Contractor shall not modify its Action procedure or Grievance
               System without the prior written approval of SDOH, and shall
               provide SDOH with a copy of the approved modification within
               fifteen (15) days of its approval.

     14.2 Actions

          a)   The Contractor must have in place effective mechanisms to ensure
               consistent application of review criteria for Service
               Authorization Determinations and consult with the requesting
               provider when appropriate.

          b)   If the Contractor subcontracts for Service Authorization
               Determinations and utilization review, the Contractor must ensure
               that its subcontractors have in place and follow written policies
               and procedures for delegated activities regarding processing
               requests for initial and continuing authorization of services
               consistent with Article 49 of the PHL, 10 NYCRR Part 98, 42 CFR
               Part 438, Appendix F of this Agreement, and the Contractor's
               policies and procedures.

          c)   The Contractor must ensure that compensation to individuals or
               entities that perform Service Authorization Determination and
               utilization management activities is not structured to include
               incentives that would result in the denial, limiting, or
               discontinuance of medically necessary services to Enrollees.

          d)   The Contractor or its subcontractors may not arbitrarily deny or
               reduce the amount, duration, or scope of a covered service solely
               because of the diagnosis, type of illness, or Enrollee's
               condition. The Contractor may place appropriate limits on a
               service on the basis of criteria such as medical necessity or
               utilization control, provided that the services furnished can
               reasonably be expected to achieve their purpose.


                                   SECTION 14
                          (ACTION AND GRIEVANCE SYSTEM)
                                 October 1, 2005
                                      14-1

<PAGE>

     14.3 Grievance System

          a)   The Contractor shall ensure that its Grievance System includes
               methods for prompt internal adjudication of Enrollee Complaints,
               Complaint Appeals and Action Appeals and provides for the
               maintenance of a written record of all Complaints, Complaint
               Appeals and Action Appeals received and reviewed and their
               disposition, as specified in Appendix F of this Agreement.

          b)   The Contractor shall ensure that persons with authority to
               require corrective action participate in the Grievance System.

     14.4 Notification of Action and Grievance System Procedures

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

          b)   The Contractor will provide written notice of the following
               Complaint, Complaint Appeal, Action Appeal and fair hearing
               procedures to all Participating Providers and subcontractors to
               whom the Contractor has delegated utilization review and Service
               Authorization Determination procedures at the time they enter
               into an agreement with the Contractor:

               i)   the Enrollee's right to a fair hearing, how to obtain a fair
                    hearing, and representation rules at a hearing;

               ii)  the Enrollee's right to file Complaints, Complaint Appeals
                    and Action Appeals and the process and timeframes for
                    filing;

               iii) the Enrollee's right to designate a representative to file
                    Complaints, Complaint Appeals and Action Appeals on his/her
                    behalf;

               iv)  the availability of assistance from the Contractor for
                    filing Complaints, Complaint Appeals and Action Appeals;

               v)   the toll-free numbers to file oral Complaints, Complaint
                    Appeals and Action Appeals;

               vi)  the Enrollee's right to request continuation of benefits
                    while an Action Appeal or state fair hearing is pending,
                    and, that if the Contractor's Action is upheld in a hearing,
                    the Enrollee may be liable for the cost of any continued
                    benefits;


                                   SECTION 14
                          (ACTION AND GRIEVANCE SYSTEM)
                                 October 1, 2005
                                      14-2

<PAGE>

               vii) the right of the provider to reconsideration of an Adverse
                    Determination pursuant to Section 4903(6) of the PHL; and

               viii) the right of the provider to appeal a retrospective Adverse
                    Determination pursuant to Section 4904(1) of the PHL.

     14.5 Complaint, Complaint Appeal and Action Appeal Investigation
          Determinations

          The Contractor must adhere to determinations resulting from Complaint,
          Complaint Appeal and Action Appeal investigations conducted by SDOH.


                                   SECTION 14
                          (ACTION AND GRIEVANCE SYSTEM)
                                 October 1, 2005
                                      14-3

<PAGE>

15.  ACCESS REQUIREMENTS

     15.1 General Requirement

          The Contractor will establish and implement mechanisms to ensure that
          Participating Providers comply with timely access requirements,
          monitor regularly to determine compliance and take corrective action
          if there is a failure to comply.

     15.2 Appointment Availability Standards

          a)   The Contractor shall comply with the following minimum
               appointment availability standards, as applicable(1).

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

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

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

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

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

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

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

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

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

               x)   Pursuant to an emergency or hospital discharge, mental
                    health or chemical dependence follow-up visits with a
                    Participating Provider (as included in the Benefit Package):
                    within five (5) days of request, or as clinically indicated.

               xi)  Non-urgent mental health or chemical dependence visits with
                    a Participating Provider (as included in the Benefit
                    Package): within two (2) weeks of request.

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

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


                                   SECTION 15
                              (ACCESS REQUIREMENTS)
                                 October 1, 2005
                                      15-1

<PAGE>

               xiii) Provider visits to make health, mental health and chemical
                    dependence assessments for the purpose of making
                    recommendations regarding a recipient's ability to perform
                    work when requested by a LDSS: within ten (10) days of
                    request by an MMC Enrollee, in accordance with Section 10.7
                    of this Agreement.

     15.3 Twenty-Four (24) Hour Access

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

          b)   The Contractor may satisfy the requirement in Section 15.3(a) by
               requiring their PCPs and OB/GYNs to have primary responsibility
               for serving as an after hours "on-call" telephone resource to
               members with medical problems. Under no circumstances may the
               Contractor routinely refer calls to an emergency room.

     15.4 Appointment Waiting Times

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

     15.5 Travel Time Standards

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

          b)   Primary Care

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

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


                                   SECTION 15
                              (ACCESS REQUIREMENTS)
                                 October 1, 2005
                                      15-2

<PAGE>

          c)   Other Providers

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

     15.6 Service Continuation

          a)   New Enrollees

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

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

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

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

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


                                   SECTION 15
                              (ACCESS REQUIREMENTS)
                                 October 1, 2005
                                      15-3

<PAGE>

          b)   Enrollees Whose Health Care Provider Leaves Network

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

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

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

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

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

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

     15.7 Standing Referrals

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


                                   SECTION 15
                              (ACCESS REQUIREMENTS)
                                 October 1, 2005
                                      15-4

<PAGE>

     15.8 Specialist as a Coordinator of Primary Care

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

     15.9 Specialty Care Centers

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

     15.10 Cultural Competence

          The Contractor will participate in the State's efforts to promote the
          delivery of services in a culturally competent manner to all
          Enrollees, including those with limited English proficiency and
          diverse cultural and ethnic backgrounds.


                                   SECTION 15
                              (ACCESS REQUIREMENTS)
                                October 1, 2005
                                      15-5

<PAGE>

16.  QUALITY MANAGEMENT

     16.1 Internal Quality Management Program

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

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

     16.2 Standards of Care

          a)   The Contractor must adopt practice guidelines consistent with
               current standards of care, complying with recommendations of
               professional specialty groups or the guidelines of programs such
               as the American Academy of Pediatrics, the American Academy of
               Family Physicians, the US Task Force on Preventive Care, the New
               York State Child/Teen Health Program (C/THP) standards for
               provision of care to individuals under age twenty-one (21), the
               American Medical Association's Guidelines for Adolescent and
               Preventive Services, the US Department of Health and Human
               Services Center for Substance Abuse Treatment, the American
               College of Obstetricians and Gynecologists, the American Diabetes
               Association, and the AIDS Institute clinical standards for adult,
               adolescent, and pediatric care.

          b)   The Contractor must ensure that its decisions for utilization
               management, enrollee education, coverage of services, and other
               areas to which the practice guidelines apply are consistent with
               the guidelines.


                                   SECTION 16
                               (QUALITY ASSURANCE)
                                 OCTOBER 1, 2005
                                      16-1

<PAGE>

          c)   The Contractor must have mechanisms in place to disseminate any
               changes in practice guidelines to its Participating Providers at
               least annually, or more frequently, as appropriate.

          d)   The Contractor shall develop and implement protocols for
               identifying Participating Providers who do not adhere to practice
               guidelines and for making reasonable efforts to improve the
               performance of these providers.

          e)   Annually, the Contractor shall select a minimum of two practice
               guidelines and monitor the performance of appropriate
               Participating Providers (or a sample of providers) against such
               guidelines.


                                   SECTION 16
                               (QUALITY ASSURANCE)
                                 OCTOBER 1, 2005
                                      16-2

<PAGE>

17.  MONITORING AND EVALUATION

     17.1 Right to Monitor Contractor Performance

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

     17.2 Cooperation During Monitoring and Evaluation

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

     17.3 Cooperation During On-Site Reviews

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

     17.4 Cooperation During Review of Services by External Review Agency

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


                                   SECTION 17
                           (MONITORING AND EVALUATION)
                                 October 1, 2005
                                      17-1

<PAGE>

18.  CONTRACTOR REPORTING REQUIREMENTS

     18.1 General Requirements

          a)   The Contractor must maintain a health information system that
               collects, analyzes, integrates, and reports data. The system must
               provide information on areas, including but not limited to,
               utilization, Complaints and Appeals, and Disenrollments for other
               than loss of Medicaid or FHPlus eligibility. The system must be
               sufficient to provide the data necessary to comply with the
               requirements of this Agreement.

          b)   The Contractor must take the following steps to ensure that data
               received from Participating Providers is accurate and complete:
               verify the accuracy and timeliness of reported data; screen the
               data for completeness, logic and consistency; and collect
               utilization data in standardized formats as requested by SDOH.

     18.2 Time Frames for Report Submissions

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

     18.3 SDOH Instructions for Report Submissions

          SDOH, with notice to the DOHMH, will provide Contractor with
          instructions for submitting the reports required by SDOH in Section
          18.6 of this Agreement, including time frames, and requisite formats.
          The instructions, time frames and formats may be modified by SDOH upon
          sixty (60) days' written notice to the Contractor.

     18.4 Liquidated Damages

          The Contractor shall pay liquidated damages of $2,500 to SDOH if any
          report required pursuant to this Section is materially incomplete,
          contains material misstatements or inaccurate information, or is not
          submitted in the requested format. The Contractor shall pay liquidated
          damages of $2,500 to the SDOH if its monthly encounter data submission
          is not received by the Fiscal Agent by the due date specified in
          Section 18.6 (a) (iv) of this Agreement. The Contractor shall pay
          liquidated damages of $500 to SDOH for each day other reports required
          by this Section are late. The SDOH shall not impose liquidated damages
          for a first time infraction by the Contractor unless the SDOH deems
          the infraction to be a material misrepresentation of fact or the
          Contractor fails to cure the first infraction within a reasonable
          period of time upon notice from the SDOH. Liquidated


                                   SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 October 1, 2005
                                      18-1

<PAGE>

          damages may be waived at the sole discretion of SDOH. Nothing in this
          Section shall limit other remedies or rights available to SDOH and
          DOHMH relating to the timeliness, completeness and/or accuracy of
          Contractor's reporting submission.

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

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

     18.6 Reporting Requirements

          a)   The Contractor shall submit the following reports to SDOH (unless
               otherwise specified). The Contractor will certify the data
               submitted pursuant to this section as required by SDOH. The
               certification shall be in the manner and format established by
               SDOH and must attest, based on best knowledge, information, and
               belief to the accuracy, completeness and truthfulness of the data
               being submitted.

               i)   Annual Financial Statements:

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

               ii)  Quarterly Financial Statements:

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

               iii) Other Financial Reports:

                    Contractor shall submit financial reports, including
                    certified annual financial statements, and make available
                    documents relevant to its financial condition to SDOH and
                    the State Insurance Department (SID) in a timely manner as
                    required by State laws and regulations, including but not
                    limited to PHL Sections 4403-a, 4404 and 4409, Title 10
                    NYCRR Part 98, and applicable SIL Sections 304, 305, 306,
                    and 310. The SDOH may require the Contractor to submit such
                    relevant financial reports and documents related to its
                    financial condition to the DOHMH.


                                   SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 October 1, 2005
                                      18-2

<PAGE>

               iv)  Encounter Data:

                    The Contractor shall prepare and submit encounter data on a
                    monthly basis to SDOH through SDOH's designated Fiscal
                    Agent. Each provider is required to have a unique
                    identifier. Submissions shall be comprised of encounter
                    records or adjustments to previously submitted records,
                    which the Contractor has received and processed from
                    provider encounter or claim records of all contracted
                    services rendered to the Enrollee in the current or any
                    preceding months. Monthly submissions must be received by
                    the Fiscal Agent in accordance with the time frames
                    specified in the MEDS II data dictionary on the HPN to
                    assure the submission is included in the Fiscal Agent's
                    monthly production processing.

               v)   Quality of Care Performance Measures:

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

               vi)  Complaint and Action Appeal Reports:

                    A)   The Contractor must provide the SDOH on a quarterly
                         basis, and within fifteen (15) business days of the
                         close of the quarter, a summary of all Complaints and
                         Action Appeals subject to PHL Section 4408-a received
                         during the preceding quarter via the Summary Complaint
                         Form on the HPN. The Summary Complaint Form has been
                         developed by the SDOH to categorize the type of
                         Complaints and Action Appeals subject to PHL Section
                         4408-a received by the Contractor.

                    B)   The Contractor agrees to provide on a quarterly basis,
                         via Summary Complaint Form on the HPN, the total number
                         of Complaints and Action Appeals subject to PHL Section
                         4408-a that have been unresolved for more than
                         forty-five (45) days. The Contractor shall maintain
                         records on these and other Complaints, Complaint
                         Appeals and Action Appeals pursuant to Appendix F of
                         this Agreement. These records shall be readily
                         available for review by the SDOH and DOHMH upon
                         request.

                    C)   Nothing in this Section is intended to limit the right
                         of the DOHMH, the SDOH or its designee to obtain
                         information immediately from a Contractor pursuant to
                         investigating a particular Enrollee or provider
                         Complaint, Complaint Appeal or Action Appeal.


                                   SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 October 1, 2005
                                      18-3

<PAGE>

               vii) Fraud and Abuse Reporting Requirements:

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

                    B)   The Contractor also must submit to the SDOH the
                         following information on an ongoing basis for each
                         confirmed case of fraud and abuse it identifies through
                         Complaints, organizational monitoring, contractors,
                         subcontractors, providers, beneficiaries, Enrollees, or
                         any other source:

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

                         II)  The source that identified the fraud or abuse;

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

                         IV)  A description of the fraud or abuse;

                         V)   The approximate dollar amount of the fraud or
                              abuse;

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

                         VII) Other data/information as prescribed by SDOH.

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

               viii) Participating Provider Network Reports:

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


                                   SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 October 1, 2005
                                      18-4

<PAGE>

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

                    The Contractor will conduct a county specific (or service
                    area if appropriate) review of appointment availability and
                    twenty-four (24) hour access and availability surveys
                    annually. Results of such surveys must be kept on file and
                    be readily available for review by the SDOH or DOHMH, upon
                    request.

               x)   Clinical Studies:

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

                    B)   The Contractor is required to conduct at least one (1)
                         internal performance improvement project each year in a
                         priority topic area of its choosing with the mutual
                         agreement of the SDOH and SDOH's external quality
                         review organization. The Contractor may conduct its
                         performance improvement project in conjunction with one
                         or more MCOs. The purpose of these projects will be to
                         promote quality improvement within the Contractor's MMC
                         and/or FHPlus product. SDOH will provide guidelines
                         which address study structure and reporting format.
                         Written reports of these projects will be provided to
                         the SDOH and validated by the external quality review
                         organization.

               xi)  Independent Audits:

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

               xii) New Enrollee Health Screening Completion Report:

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

               xiii) Additional Reports:

                    Upon request by the SDOH, or as specified by DOHMH in
                    Appendix N, the Contractor shall prepare and submit other
                    operational data reports. Such requests will be limited to
                    situations in which the desired data is considered essential
                    and cannot be obtained through existing Contractor reports.
                    Whenever possible, the Contractor will be provided with
                    ninety


                                   SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 October 1, 2005
                                      18-5

<PAGE>

                    (90) days notice and the opportunity to discuss and comment
                    on the proposed requirements before work is begun. However,
                    the SDOH reserves the right to give thirty (30) days notice
                    in circumstances where time is of the essence.

     18.7 Ownership and Related Information Disclosure

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

     18.8 Public Access to Reports

          Any data, information, or reports collected and prepared by the
          Contractor and submitted to NYS authorities in the course of
          performing their duties and obligation under this Agreement will be
          deemed to be a record of the SDOH subject to and consistent with the
          requirements of Freedom of Information Law. This provision is made in
          consideration of the Contractor's participation in the MMC and/or
          FHPlus Program for which the data and information is collected,
          reported, prepared and submitted.

     18.9 Professional Discipline

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

               i)   the termination of a health care Provider Agreement pursuant
                    to Section 4406-d of the PHL for reasons relating to alleged
                    mental and physical impairment, misconduct or impairment of
                    patient safety or welfare;

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

               iii) the termination of a health care Participating Provider
                    Agreement in the case of a determination of fraud or in a
                    case of imminent harm to patient health.

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


                                   SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 October 1, 2005
                                      18-6

<PAGE>

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

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

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

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

     18.11 Conflict of Interest Disclosure

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

     18.12 Physician Incentive Plan Reporting

          The Contractor shall submit to SDOH annual reports containing the
          information on all of its Physician Incentive Plan arrangements in
          accordance with 42 CFR Section 438.6(h) or, if no such arrangements
          are in place, attest to that fact. The contents and time frame of such
          reports shall comply with the requirements of 42 CFR Sections 422.208
          and 422.210 and be in a format provided by SDOH.


                                   SECTION 18
                       (CONTRACTOR REPORTING REQUIREMENTS)
                                 October 1, 2005
                                      18-7

<PAGE>

19.  RECORDS MAINTENANCE AND AUDIT RIGHTS

     19.1 Maintenance of Contractor Performance Records

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

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

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

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

          b)   The record maintenance requirements of this Section shall survive
               the termination, in whole or in part, of this Agreement.

     19.2 Maintenance of Financial Records and Statistical Data

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

     19.3 Access to Contractor Records

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


                                   SECTION 19
                     (RECORDS MAINTENANCE AND AUDIT RIGHTS)
                                 October 1, 2005
                                      19-1

<PAGE>

     19.4 Retention Periods

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


                                   SECTION 19
                     (RECORDS MAINTENANCE AND AUDIT RIGHTS)
                                 October 1, 2005
                                      19-2

<PAGE>

20.  CONFIDENTIALITY

     20.1 Confidentiality of Identifying Information about Enrollees, Potential
          Enrollees and Prospective Enrollees

          All information relating to services to Enrollees, Potential Enrollees
          and Prospective Enrollees which is obtained by the Contractor shall be
          confidential pursuant to the PHL including PHL Article 27-F, the
          provisions of Section 369(4) of the SSL, 42 U.S.C. Section 1396a(a)(7)
          (Section 1902(a)(7) of the SSA), Section 33.13 of the Mental Hygiene
          Law, and regulations promulgated under such laws, including 42 CFR
          Part 2 pertaining to Alcohol and Substance Abuse Services. Such
          information, including information relating to services provided to
          Enrollees, Potential Enrollees and Prospective Enrollees under this
          Agreement, shall be used or disclosed by the Contractor only for a
          purpose directly connected with performance of the Contractor's
          obligations. It shall be the responsibility of the Contractor to
          inform its employees and contractors of the confidential nature of MMC
          and/or FHPlus information, as applicable.

     20.2 Medical Records of Foster Children

          Medical records of Enrollees enrolled in foster care programs shall be
          disclosed to local social service officials in accordance with
          Sections 358-a, 384-a and 392 of the SSL and 18 NYCRR Section 507.1.

     20.3 Confidentiality of Medical Records

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

     20.4 Length of Confidentiality Requirements

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


                                   SECTION 20
                                (CONFIDENTIALITY)
                                 October 1, 2005
                                      20-1

<PAGE>

21.  PROVIDER NETWORK

     21.1 Network Requirements

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

               i)   In establishing the network, the Contractor must consider
                    the following: anticipated Enrollment, expected utilization
                    of services by the population to be enrolled, the number and
                    types of providers necessary to furnish the services in the
                    Benefit Package, the number of providers who are not
                    accepting new patients, and the geographic location of the
                    providers and Enrollees.

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

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

          b)   The Contractor shall not include in its network any provider

               i)   who has been sanctioned or prohibited from participation in
                    Federal health care programs under either Section 1128 or
                    Section 1128A of the SSA; or

               ii)  who has had his/her licensed suspended by the New York State
                    Education Department or the SDOH Office of Professional
                    Medical Conduct.

          c)   The Contractor must require that Participating Providers offer
               hours of operation that are no less than the hours of operation
               offered to commercial members or, if the provider serves only MMC
               Enrollees and/or FHPlus Enrollees, comparable to hours offered
               for Medicaid fee-for-service patients.

          d)   The Contractor shall submit its network for SDOH to assess for
               adequacy through the HPN prior to execution of this Agreement,
               quarterly thereafter throughout the term of this Agreement, and
               upon request by SDOH when SDOH determines there has been a
               significant change that could affect adequate capacity and
               quarterly thereafter.


                                   SECTION 21
                               (PROVIDER NETWORK)
                                 October 1, 2005
                                      21-1
<PAGE>

          e)   Contractor must limit participation to providers who agree that
               payment received from the Contractor for services included in the
               Benefit Package is payment in full for services provided to
               Enrollees, except for the collection of applicable co-payments
               from Enrollees as provided by law.

     21.2 Absence of Appropriate Network Provider

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

     21.3 Suspension of Enrollee Assignments To Providers

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

     21.4 Credentialing

          a)   Credentialing/Recredentialing Process

               The Contractor shall have in place a formal process, consistent
               with SDOH Recommended Guidelines for Credentialing Criteria, for
               credentialing Participating Providers on a periodic basis (not
               less than once every three (3) years) and for monitoring
               Participating Providers performance.

          b)   Licensure

               The Contractor shall ensure, in accordance with Article 44 of the
               PHL, that persons and entities providing care and services for
               the Contractor in the capacity of physician, dentist, physician
               assistant, registered nurse, other medical professional or
               paraprofessional, or other such person or entity satisfy all
               applicable licensing, certification, or qualification
               requirements under New York law and that the functions and
               responsibilities of such persons and


                                   SECTION 21
                               (PROVIDER NETWORK)
                                 October 1, 2005
                                      21-2
<PAGE>

               entities in providing Benefit Package services under this
               Agreement do not exceed those permissible under New York law.

          c)   Minimum Standards

               i)   The Contractor agrees that all network physicians will meet
                    at least one (1) of the following standards, except as
                    specified in Section 21.15 (c) and Appendix I of this
                    Agreement:

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

                    B)   Have completed an accredited residency program; or

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

     21.5 SDOH Exclusion or Termination of Providers

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

     21.6 Application Procedure

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

          b)   The selection process may not discriminate against particular
               providers that serve high-risk populations or specialize in
               conditions that require costly treatment.

          c)   The Contractor may not discriminate with regard to the
               participation, reimbursement, or indemnification of any provider
               who is acting within the


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               scope of his or her license or certification under applicable
               State law, solely on the basis of that license or certification.
               This does not preclude the Contractor from including providers
               only to the extent necessary to meet its needs; or from
               establishing different payment rates for different counties or
               different specialists; or from establishing measures designed to
               maintain the quality of services and control costs consistent
               with its responsibilities.

          d)   If the Contractor does not approve an individual or group of
               providers as Participating Providers, it must give the affected
               providers written notice of the reason for its decision.

     21.7 Evaluation Information

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

     21.8 Choice/Assignment of Primary Care Providers (PCPs)

          a)   The Contractor shall offer each Enrollee the choice of no fewer
               than three (3) Primary Care Providers within distance/travel time
               standards as set forth in Section 15.5 of this Agreement.

          b)   Contractor must assign a PCP to Enrollees who fail to select a
               PCP. The assignment of a PCP by the Contractor may occur after
               written notification to the Contractor of the Enrollment (through
               Roster or other method) and after written notification of the
               Enrollee by the Contractor but in no event later than thirty (30)
               days after notification of Enrollment, and only after the
               Contractor has made reasonable efforts as set forth in Section
               13.6 of this Agreement to contact the Enrollee and inform him/her
               of his/her right to choose a PCP.

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

               i)   Enrollee's geographic location;


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

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

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

     21.9 Enrollee PCP Changes

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

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

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

          d)   In the event that an assignment of a new PCP is necessary due to
               the unavailability of the Enrollee's former PCP, such assignment
               shall be made in accordance with the requirements of Section 21.8
               of this Agreement.

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

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

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

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

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

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


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

     21.10 Provider Status Changes

          a)   PCP Changes

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

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

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

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

          b)   Other Provider Changes

               In the event that an Enrollee is in an ongoing course of
               treatment with another Participating Provider who becomes
               unavailable to continue to provide services to such Enrollee, the
               Contractor shall provide written notice to the Enrollee within
               fifteen (15) days from the date on which the Contractor becomes
               aware of the Participating Provider's unavailability to the
               Enrollee. In such cases, the notice shall describe the procedures
               for continuing care consistent with PHL Section 4403(6)(e) and
               for choosing an alternative Participating Provider.

     21.11 PCP Responsibilities

          In conformance with the Benefit Package, the PCP shall provide health
          counseling and advice; conduct baseline and periodic health
          examinations; diagnose and treat conditions not requiring the services
          of a specialist; arrange inpatient care, consultations with
          specialists, and laboratory and radiological services when medically
          necessary; coordinate the findings of consultants and laboratories;
          and interpret such findings to the Enrollee and the Enrollee's family,


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          subject to the confidentiality provisions of Section 20 of this
          Agreement, and maintain a current medical record for the Enrollee. The
          PCP shall also be responsible for determining the urgency of a
          consultation with a specialist and shall arrange for all consultation
          appointments within appropriate time frames.

     21.12 Member to Provider Ratios

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

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

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

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

     21.13 Minimum PCP Office Hours

          a)   General Requirements

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

          b)   Waiver of Minimum Hours

               The minimum office hours requirement may be waived under certain
               circumstances. A request for a waiver must be submitted by the
               Contractor to the Medical Director of the Office of Managed Care
               for review and approval; and the physician must be available at
               least eight hours/week; the physician must be practicing in a
               Health Provider Shortage Area (HPSA) or other similarly
               determined shortage area; the physician must be able to fulfill
               the other responsibilities of a PCP (as described in this
               Section); and the waiver request must demonstrate there are
               systems in place to guarantee continuity of care and to meet all
               access and availability standards (24-hour/7 days per week
               coverage, appointment availability, etc.).

     21.14 Primary Care Practitioners

          a)   General Limitations


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

          b)   Specialist and Sub-specialist as PCPs

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

          c)   OB/GYN Providers as PCPs

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

          d)   Certified Nurse Practitioners as PCPs

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

     21.15 PCP Teams

          a)   General Requirements

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

          b)   Registered Physician Assistants as Physician Extenders

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

          c)   Medical Residents and Fellows


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

     21.16 Hospitals

          a)   Tertiary Services

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

          b)   Emergency Services

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

     21.17 Dental Networks

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

          b)   Dental surgery performed in an ambulatory or inpatient setting is
               the responsibility of the Contractor whether dental services are
               a covered benefit or not, as set forth in Appendix K.2 (25),
               Dental Services, of this Agreement.

     21.18 Presumptive Eligibility Providers

               The Contractor must offer Presumptive Eligibility Providers the
               opportunity to be Participating Providers in its MMC product. The
               terms of the contract must be at


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

     21.19 Mental Health and Chemical Dependence Services Providers

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

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

     21.20 Laboratory Procedures

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

     21.21 Federally Qualified Health Centers (FQHCs)

          a)   In a county where Enrollment in the Contractor's MMC product is
               voluntary, the Contractor is not required to contract with FQHCs.
               However, when an FQHC is a Participating Provider of the
               Contractor network, the Provider Agreement must include a
               provision whereby the Contractor agrees to compensate the FQHC
               for services provided to Enrollees at a payment rate that is not
               less than the level and amount that the Contractor would pay
               another Participating Provider that is not an FQHC for a similar
               set of services.

          b)   In a county where Enrollment in the Contractor's MMC product is
               mandatory and/or the Contractor offers a FHPlus product, the
               Contractor shall contract with FQHCs operating in that county.
               However, the Contractor has the option to make a written request
               to the SDOH for an exemption from the FQHC contracting
               requirement if the Contractor can demonstrate, with supporting
               documentation, that it has adequate capacity and will provide a
               comparable level of clinical and enabling services (e.g.,
               outreach, referral services, social


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               support services, culturally sensitive services such as training
               for medical and administrative staff, medical and non-medical and
               case management services) to vulnerable populations in lieu of
               contracting with an FQHC in the county. Written requests for
               exemption from this requirement are subject to approval by CMS.

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

     21.22 Provider Services Function

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

               i)   Assisting providers with prior authorization and referral
                    protocols.

               ii)  Assisting providers with claims payment procedures.

               iii) Fielding and responding to provider questions and
                    complaints.

     21.23 Pharmacies - Applies to FHPlus Program Only

          a)   For those counties in which the Contractor offers a FHPlus
               product as specified in Appendix M of this Agreement, the
               Contractor shall include pharmacies as Participating Providers in
               its FHPlus product in sufficient numbers to meet the following
               distance/travel time standards:

               i)   Non-Metropolitan areas - thirty (30 )miles/ thirty (30)
                    minutes from the FHPlus Enrollee's residence.

               ii)  Metropolitan areas - thirty (30) minutes from the FHPlus
                    Enrollee's residence by public transportation from the
                    FHPlus Enrollee's residence.

          b)   Transport time and distance in rural areas may be greater than
               thirty (30) minutes or thirty (30) miles from the FHPlus
               Enrollee's residence only if based on the community standard for
               accessing care or if by FHPlus Enrollee choice. Where the
               transport time and/or distances are greater, the exceptions must
               be justified and documented by SDOH on the basis of community
               standards.

          c)   The Contractor also must contract with twenty-four (24) hour
               pharmacies and must ensure that all FHPlus Enrollees have access
               to at least one such pharmacy within thirty (30) minutes travel
               time (by car or public transportation) from the FHPlus Enrollee's
               residence, unless none are located within such a distance. If
               none are located within thirty (30) minutes travel


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<PAGE>

               time from the FHPlus Enrollee's residence, the Contractor must
               include the closest site in its network.

          d)   For certain conditions, such as hemophilia, PKU, and cystic
               fibrosis, the Contractor is encouraged to make pharmacy
               arrangements with specialty centers treating these conditions,
               when such centers are able to demonstrate quality and cost
               effectiveness.

          e)   The Contractor may make use of mail order prescription
               deliveries, where clinically appropriate and desired by the
               FHPlus Enrollee.

          f)   The Contractor may utilize formularies and may employ the
               services of a pharmacy benefit manager or utilization review
               agent, provided that such manager or agent covers a prescription
               drug benefit equivalent to the requirements for prescription drug
               coverage described in Appendix K of this Agreement and maintains
               an internal and external review process for medical exceptions.


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<PAGE>

22.  SUBCONTRACTS AND PROVIDER AGREEMENTS

     22.1 Written Subcontracts

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

          b)   If the Contractor enters into subcontracts for the performance of
               work pursuant to this Agreement, the Contractor shall retain full
               responsibility for performance of the subcontracted services.
               Nothing in the subcontract shall impair the rights of the DOHMH
               or the State under this Agreement. No contractual relationship
               shall be deemed to exist between the subcontractor and the DOHMH
               or the State.

          c)   The delegation by the Contractor of its responsibilities assumed
               by this Agreement to any subcontractors will be limited to those
               specified in the subcontracts.

     22.2 Permissible Subcontracts

          Contractor may subcontract for provider services as set forth in
          Sections 2.6 and 21 of this Agreement and management services
          including, but not limited to, marketing, quality assurance and
          utilization review activities and such other services as are
          acceptable to the SDOH. The Contractor must evaluate the prospective
          subcontractor's ability to perform the activities to be delegated.

     22.3 Provision of Services through Provider Agreements

          All medical care and/or services covered under this Agreement, with
          the exception of seldom used subspecialty and Emergency Services,
          Family Planning Services, and services for which Enrollees can self
          refer, pursuant to Section 10.15 of this Agreement, shall be provided
          through Provider Agreements with Participating Providers.

     22.4 Approvals

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

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

          c)   The Contractor shall notify SDOH of any material amendments to
               any Provider Agreement as set forth in 10 NYCRR Part 98.


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     22.5 Required Components

          a)   All subcontracts, including Provider Agreements, entered into by
               the Contractor to provide program services under this Agreement
               shall contain provisions specifying:

               i)   the activities and report responsibilities delegated to the
                    subcontractor; and provide for revoking the delegation, in
                    whole or in part, and imposing other sanctions if the
                    subcontractor's performance does not satisfy standards set
                    forth in this Agreement, and an obligation for the provider
                    to take corrective action.

               ii)  that the work performed by the subcontractor must be in
                    accordance with the terms of this Agreement; and

               iii) that the subcontractor specifically agrees to be bound by
                    the confidentiality provisions set forth in this Agreement.

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

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

          d)   Nothing contained in this Agreement shall create any contractual
               relationship between any subcontractor of the Contractor,
               including its Participating Providers, and SDOH, DOHMH, or LDSS.

          e)   Any subcontract entered into by the Contractor shall fulfill the
               requirements of 42 CFR Part 438 that are appropriate to the
               service or activity delegated under such subcontract.

          f)   The Contractor shall also require that, in the event the
               Contractor fails to pay any subcontractor, including any
               Participating Provider in accordance with the subcontract or
               Provider Agreement, the subcontractor or Participating Provider
               will not seek payment from the SDOH, LDSS, DOHMH, the Enrollees,
               or persons acting on an Enrollee's behalf.

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

          h)   The Contractor shall ensure that all Provider Agreements entered
               into with Providers require acceptance of a woman's Enrollment in
               the Contractor's


                                   SECTION 22
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               MMC or FHPlus product as sufficient to provide services to her
               newborn, unless the newborn is excluded from Enrollment in the
               MMC Program pursuant to Section 6.1 of this Agreement, or the
               Contractor does not offer a MMC product in the mother's county of
               fiscal responsibility.

          i)   The Contractor must monitor the subcontractor's performance on an
               ongoing basis and subject it to formal review according to time
               frames established by the State, consistent with State laws and
               regulations, and the terms of this Agreement. When deficiencies
               or areas for improvement are identified, the Contractor and
               subcontractor must take corrective action.

     22.6 Timely Payment

          Contractor shall make payments to Participating Providers and to
          Non-Participating Providers, as applicable, for items and services
          covered under this Agreement on a timely basis, consistent with the
          claims payment procedures described in SIL Section 3224-a.

     22.7 Restrictions on Disclosure

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

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

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

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

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

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

     22.8 Transfer of Liability

          No contract or agreement between the Contractor and a Participating
          Provider shall contain any clause purporting to transfer to the
          Participating Provider, other than a medical group, by indemnification
          or otherwise, any liability relating to


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<PAGE>

          activities, actions or omissions of the Contractor as opposed to those
          of the Participating Provider.

     22.9 Termination of Health Care Professional Agreements

          a)   General Requirements

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

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

          b)   Notice of Health Care Professional Termination

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

                    A)   the reasons for the proposed action;

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

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

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

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


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                                      22-4

<PAGE>

     22.10 Health Care Professional Hearings

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

               i)   The hearing panel shall be comprised of at least three
                    persons appointed by the Contractor. At least one person on
                    such panel shall be a clinical peer in the same discipline
                    and the same or similar specialty as the health care
                    professional under review. The hearing panel may consist of
                    more than three persons, provided however, that the number
                    of clinical peers on such panel shall constitute one-third
                    or more of the total membership of the panel.

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

               iii) A decision by the hearing panel to terminate a health care
                    professional shall be effective not less than thirty (30)
                    days after the receipt by the health care professional of
                    the hearing panel's decision. Notwithstanding the
                    termination of a health care professional for cause or
                    pursuant to a hearing, the Contractor shall permit an
                    Enrollee to continue an on-going course of treatment for a
                    transition period of up to ninety (90) days, and post-partum
                    care, subject to the provider's agreement, pursuant to PHL
                    Section 4403(6)(e).

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

     22.11 Non-Renewal of Provider Agreements

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


                                   SECTION 22
                     (SUBCONTRACTS AND PROVIDER AGREEMENTS)
                                 October 1, 2005
                                      22-5

<PAGE>

     22.12 Notice of Participating Provider Termination

          a)   The Contractor shall notify DOHMH and SDOH of any notice of
               termination or non-renewal of an IPA or institutional network
               Provider Agreement, or medical group Provider Agreement that
               serves five percent (5%) or more of the enrolled population in a
               LDSS and/or when the termination or non-renewal of the medical
               group provider will leave fewer than two (2) Participating
               Providers of that type within the LDSS, unless immediate
               termination of the Provider Agreement is justified. The notice
               shall include an impact analysis of the termination or
               non-renewal with regard to Enrollee access to care.

          b)   The Contractor shall provide the notification required in (a)
               above to the DOHMH and the SDOH ninety (90) days prior to the
               effective date of the termination of the Provider Agreement or
               immediately upon notice from such Participating Provider if less
               than ninety (90) days.

          c)   The Contractor shall provide the notification required in (a)
               above to the DOHMH and the SDOH if the Contractor and the
               Participating Providers have failed to execute a renewal Provider
               Agreement forty-five (45) days prior to the expiration of the
               current Provider Agreement.

          d)   In addition to the notification required in (a) above, the
               Contractor shall submit a contingency plan to DOHMH and SDOH, at
               least forty-five (45) days prior to the termination or expiration
               of the Provider Agreement, identifying the number of Enrollees
               affected by the potential withdrawal of the provider from the
               Contractor's network and specifying how services previously
               furnished by the Participating Providers will be provided in the
               event of its withdrawal from the Contractor's network. If the
               Participating Provider is a hospital, the Contractor shall
               identify the number of doctors that would not have admitting
               privileges in the absence of such Participating hospital.

          e)   In addition to the notification required in (a) above, the
               Contractor shall develop a transition plan for Enrollees who are
               patients of the Participating Provider withdrawing from the
               Contractor's network subject to approval by DOHMH and SDOH. DOHMH
               and SDOH may direct the Contractor to provide notice to the
               Enrollees who are patients of PCPs or specialists including
               available options for the patients, and availability of
               continuing care, consistent with Section 13.8 of this Agreement,
               not less than thirty (30) days prior to the termination or
               expiration of the Provider Agreement. In the event that Provider
               Agreements are terminated or are not renewed with less than the
               notice period required by this Section, the Contractor shall
               immediately notify DOHMH and SDOH, and develop a transition plan
               on an expedited basis and provide notice to affected Enrollees
               upon DOHMH and SDOH consent to the transition plan and Enrollee
               notice.


                                   SECTION 22
                     (SUBCONTRACTS AND PROVIDER AGREEMENTS)
                                 October 1, 2005
                                      22-6

<PAGE>

          f)   Upon Contractor notice of failure to renew, or termination of, a
               Provider Agreement, the DOHMH and the SDOH, in their sole
               discretion, may waive the requirement of submission of a
               contingency plan upon a determination by the DOHMH and SDOH that:

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

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

          g)   DOHMH and SDOH reserve the right to take any other action
               permitted by this Agreement and under regulatory or statutory
               authority, including but not limited to terminating this
               Agreement.

     22.13 Physician Incentive Plan

          a)   If Contractor elects to operate a Physician Incentive Plan, the
               Contractor agrees that no specific payment will be made directly
               or indirectly to a Participating Provider that is a physician or
               physician group as an inducement to reduce or limit medically
               necessary services furnished to an Enrollee. Contractor agrees to
               submit to SDOH annual reports containing the information on its
               Physician Incentive Plan in accordance with 42 CFR Section
               438.6(h). The contents of such reports shall comply with the
               requirements of 42 CFR Sections 422.208 and 422.210 and be in a
               format to be provided by SDOH.

          b)   The Contractor must ensure that any Provider Agreements for
               services covered by this Agreement, such as agreements between
               the Contractor and other entities or between the Contractor's
               subcontracted entities and their contractors, at all levels
               including the physician level, include language requiring that
               the Physician Incentive Plan information be provided by the
               sub-contractor in an accurate and timely manner to the
               Contractor, in the format requested by SDOH.

          c)   In the event that the incentive arrangements place the
               Participating physician or physician group at risk for services
               beyond those provided directly by the physician or physician
               group for an amount beyond the risk threshold of twenty five
               percent (25%) of potential payments for covered services
               (substantial financial risk), the Contractor must comply with all
               additional requirements listed in regulation, such as: conduct
               Enrollee/disenrollee satisfaction surveys; disclose the
               requirements for the Physician Incentive Plans to its
               beneficiaries upon request; and ensure that all physicians and
               physician groups at substantial financial risk have adequate
               stop-loss


                                   SECTION 22
                     (SUBCONTRACTS AND PROVIDER AGREEMENTS)
                                 October 1, 2005
                                      22-7

<PAGE>

               protection. Any of these additional requirements that are passed
               on to the subcontractors must be clearly stated in their Provider
               Agreement.


                                   SECTION 22
                     (SUBCONTRACTS AND PROVIDER AGREEMENTS)
                                 October 1, 2005
                                      22-8

<PAGE>

23.  FRAUD AND ABUSE

     23.1 General Requirements

          The Contractor shall comply with the Federal fraud and abuse
          requirements of 42 CFR Section 438.608.

     23.2 Prevention Plans and Special Investigation Units

          If the Contractor has over 10,000 Enrollees in the aggregate in any
          given year, the Contractor must file a Fraud and Abuse Prevention Plan
          with the Commissioner of Health and develop a special investigation
          unit for the detection, investigation and prevention of fraudulent
          activities to the extent required by PHL Section 4414 and SDOH
          regulations.

24.  AMERICANS WITH DISABILITIES ACT COMPLIANCE PLAN

     Contractor must comply with Title II of the ADA and Section 504 of the
     Rehabilitation Act of 1973 for program accessibility, and must develop an
     ADA Compliance Plan consistent with the SDOH Guidelines for MCO Compliance
     with the ADA set forth in Appendix J, which is hereby made a part of this
     Agreement as if set forth fully herein. Said plan must be approved by the
     SDOH, in collaboration with the DOHMH, and be filed with the SDOH and the
     DOHMH, and be kept on file by the Contractor.

25.  FAIR HEARINGS

     25.1 Enrollee Access to Fair Hearing Process

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

     25.2 Enrollee Rights to a Fair Hearing

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


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                       -1-

<PAGE>

          of the Public Health Law, the grievance system requirements of 42 CFR
          Part 438 and Appendix F of this Agreement.

     25.3 Contractor Notice to Enrollees

          a)   Contractor must issue a written notice of Action and right to
               fair hearing within applicable timeframes to any Enrollee when
               taking an adverse Action and when making an Appeal determination
               as provided in Appendix F of this Agreement.

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

     25.4 Aid Continuing

          a)   Contractor shall be required to continue the provision of the
               Benefit Package services that are the subject of the fair hearing
               to an Enrollee (hereafter referred to as "aid continuing") if so
               ordered by the NYS Office of Administrative Hearings (OAH) under
               the following circumstances:

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

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

               iii) There is a valid order for the treatment or service from a
                    Participating Provider.

          b)   Contractor shall provide aid continuing until the matter has been
               resolved to the Enrollee's satisfaction or until the
               administrative process is completed and there is a determination
               from OAH that Enrollee is not entitled to receive the service;
               the Enrollee withdraws the request for aid continuing and/or the
               fair hearing in writing; or the treatment or service originally
               ordered by the provider has been completed, whichever occurs
               first.

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

     25.5 Responsibilities of SDOH

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


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                       -2-

<PAGE>

     25.6 Contractor's Obligations

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

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

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

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

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


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                       -3-

<PAGE>

               that service by a Non-Participating Provider. If the services
               were not furnished during the period the fair hearing was
               pending, the Contractor must authorize or furnish the disputed
               services promptly and as expeditiously as the Enrollee's health
               condition requires.

          f)   Contractor agrees to abide by changes made to this Section of the
               Agreement with respect to the fair hearing, Action, Service
               Authorization, Complaint and Appeal processes by SDOH in order to
               comply with any amendments to applicable state or federal
               statutes or regulations.

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

          h)   The information describing fair hearing rights, aid continuing,
               Action, Service Authorization, utilization review, Complaint and
               Appeal procedures shall be included in all MMC and FHPlus member
               handbooks and shall comply with Section 14 and Appendices E and F
               of this Agreement.

          i)   Contractor shall bear the burden of proof at hearings regarding
               the reduction, suspension or termination of ongoing services. In
               the event that Contractor's initial adverse determination is
               upheld as a result of a fair hearing, any aid continuing provided
               pursuant to that hearing request, may be recouped by Contractor.

26.  EXTERNAL APPEAL

     26.1 Basis for External Appeal

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

     26.2 Eligibility for External Appeal

          An Enrollee is eligible for an External Appeal when the Enrollee has
          exhausted the Contractor's internal utilization review procedure, has
          received a final adverse determination from the Contractor, or the
          Enrollee and the Contractor have agreed to waive internal Appeal
          procedures in accordance with PHL Section 4914(2)2(a). A provider is
          also eligible for an External Appeal of retrospective denials.


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                       -4-

<PAGE>

     26.3 External Appeal Determination

          The External Appeal determination is binding on the Contractor;
          however, a fair hearing determination supersedes an External Appeal
          determination for Enrollees.

     26.4 Compliance with External Appeal Laws and Regulations

          The Contractor must comply with the provisions of Sections 4910-4914
          of the PHL and 10NYCRR Part 98 regarding the External Appeal program.

     26.5 Member Handbook

          The Contractor shall describe its Action and utilization review
          policies and procedures, including a notice of the right to an
          External Appeal together with a description of the External Appeal
          process and the timeframes for External Appeal, in the Member
          Handbook. The Member Handbook shall comply with Section 13 and the
          Member Handbook Guidelines, Appendix E, of this Agreement.

27.  INTERMEDIATE SANCTIONS

     27.1 General

          The Contractor is subject to the imposition of sanctions as authorized
          by State and Federal law and regulation, including the SDOH's right to
          impose sanctions for unacceptable practices as set forth in 18 NYCRR
          Part 515 and civil and monetary penalties pursuant to 18 NYCRR Part
          516 and 42 CFR Section 438.700, and such other sanctions and penalties
          as are authorized by local laws and ordinances and resultant
          administrative codes, rules and regulations related to the Medical
          Assistance Program or to the delivery of the contracted for services.

     27.2 Unacceptable Practices

          a)   Unacceptable practices for which the Contractor may be sanctioned
               include but are not limited to:

               i)   Failing to provide medically necessary services that the
                    Contractor is required to provide under its contract with
                    the State.

               ii)  Imposing premiums or charges on Enrollees that are in excess
                    of the premiums or charges permitted under the MMC Program
                    or FHPlus Program.

               iii) Discriminating among Enrollees on the basis of their health
                    status or need for health care services.


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                       -5-

<PAGE>

               iv)  Misrepresenting or falsifying information that it furnishes
                    to an Enrollee, Potential Enrollee, health care provider,
                    the State or to CMS.

               v)   Failing to comply with the requirements for Physician
                    Incentive Plans, as set forth in 42 CFR Sections 422.208 and
                    422.210.

               vi)  Distributing directly or through any agent or independent
                    contractor, Marketing materials that have not been approved
                    by the State or that contain false or materially misleading
                    information.

               vii) Violating any other applicable requirements of SSA Sections
                    1903(m) or 1932 and any implementing regulations.

               viii) Violating any other applicable requirements of 18 NYCRR or
                    10 NYCRR Part 98.

               ix)  Failing to comply with the terms of this Agreement.

     27.3 Intermediate Sanctions

          a)   Intermediate Sanctions may include but are not limited to:

               i)   Civil monetary penalties.

               ii)  Suspension of all new enrollment, including auto
                    assignments, after the effective date of the sanction.

               iii) Termination of the Agreement, pursuant to Section 2.7 of
                    this Agreement.

     27.4 Enrollment Limitations

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

          b)   The SDOH shall have the right, upon notice to the DOHMH, to
               limit, suspend or terminate Enrollment activities by the
               Contractor and/or Enrollment into the Contractor's MMC and/or
               FHPlus product upon ten (10) days written notice to the
               Contractor. The written notice shall specify the action(s)
               contemplated and


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                       -6-

<PAGE>

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

     27.5 Due Process

          The Contractor will be afforded due process pursuant to Federal and
          State Law and Regulations (42 CFR Section 438.710, 18 NYCRR Part 516,
          and Article 44 of the PHL).

28.  ENVIRONMENTAL COMPLIANCE

     The Contractor shall comply with all applicable standards, orders, or
     requirements issued under Section 306 of the Clean Air Act (42 U.S.C.
     Section 1857(h)), Section 508 of the Federal Water Pollution Control Act as
     amended (33 U.S.C. Section 1368), Executive Order 11738, and the
     Environmental Protection Agency ("EPA") regulations (40 CFR Part 15) that
     prohibit the use of the facilities included on the EPA List of Violating
     Facilities. The Contractor shall report violations "to SDOH and to the
     Assistant Administrator for Enforcement of the EPA.

29.  ENERGY CONSERVATION

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

30.  INDEPENDENT CAPACITY OF CONTRACTOR

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

31.  NO THIRD PARTY BENEFICIARIES

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

32.  INDEMNIFICATION

     32.1 Indemnification by Contractor


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                       -7-

<PAGE>

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

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

               ii)  any and all claims and losses accruing or resulting to any
                    person, firm, or corporation that may be injured or damaged
                    by the Contractor, its officers, agents, employees, or
                    subcontractors, including Participating Providers, in
                    connection with the performance of this Agreement;

               iii) any liability, including costs and expenses, for violation
                    of proprietary rights, copyrights, or rights of privacy by
                    the Contractor, its officers, agents, employees or
                    subcontractors, arising out of the publication, translation,
                    reproduction, delivery, performance, use, or disposition of
                    any data furnished under this Agreement, or based on any
                    libelous or otherwise unlawful matter contained in such
                    data.

          b)   The DOHMH will provide the Contractor with prompt written notice
               of any claim made against the DOHMH, and the Contractor, at its
               sole option, shall defend or settle said claim. The DOHMH shall
               cooperate with the Contractor to the extent necessary for the
               Contractor to discharge its obligation under Section 32.1 (a).

          c)   The Contractor shall have no obligation under this section with
               respect to any claim or cause of action for damages to persons or
               property solely caused by the negligence of DOHMH, its employees,
               or agents.

     32.2 Indemnification by DOHMH

          The DOHMH shall indemnify and hold harmless the Contractor and its
          officers, agents, and employees from any loss or damage resulting from
          actions by the DOHMH pursuant to the terms of Appendix R, Section 6.3
          herein.

33.  PROHIBITION ON USE OF FEDERAL FUNDS FOR LOBBYING

     33.1 Prohibition of Use of Federal Funds for Lobbying

          The Contractor agrees, pursuant to 31 U.S.C. Section 1352 and 45 CFR
          Part 93, that no Federally appropriated funds have been paid or will
          be paid to any person by or on behalf of the Contractor for the
          purpose of influencing or attempting to influence an officer or
          employee of any agency, a Member of Congress, an officer or employee
          of Congress, or an employee of a Member of Congress in connection


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                       -8-

<PAGE>

          with the award of any Federal contract, the making of any federal
          grant, the making of any Federal loan, the entering into of any
          cooperative agreement, or the extension, continuation, renewal,
          amendment, or modification of any Federal contract, grant, loan, or
          cooperative agreement. The Contractor agrees to complete and submit
          the "Certification Regarding Lobbying," Appendix B attached hereto and
          incorporated herein, if this Agreement exceeds $100,000.

     33.2 Disclosure Form to Report Lobbying

          If any funds other than Federally appropriated funds have been paid or
          will be paid to any person for the purpose of influencing or
          attempting to influence an officer or employee of any agency, a Member
          of Congress, an officer or employee of Congress, or an employee of a
          Member of Congress in connection with the award of any Federal
          contract, the making of any Federal grant, the making of any Federal
          loan, the entering into of any cooperative agreement, or the
          extension, continuation, renewal, amendment, or modification of any
          Federal contract, grant, loan, or cooperative agreement, and the
          Agreement exceeds $100,000, the Contractor shall complete and submit
          Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance
          with its instructions.

     33.3 Requirements of Subcontractors

          The Contractor shall include the provisions of this Section in its
          subcontracts, including its Provider Agreements. For all subcontracts,
          including Provider Agreements, that exceed $100,000, the Contractor
          shall require the subcontractor, including any Participating Provider
          to certify and disclose accordingly to the Contractor.

34.  NON-DISCRIMINATION

     34.1 Equal Access to Benefit Package

          Except as otherwise provided in applicable sections of this Agreement
          the Contractor shall provide the Medicaid Managed Care and/or Family
          Health Plus Benefit Package(s) to MMC and/or FHPlus Enrollees,
          respectively, in the same manner, in accordance with the same
          standards, and with the same priority as members of the Contractor
          enrolled under any other contracts.

     34.2 Non-Discrimination

          The Contractor shall not discriminate against Eligible Persons or
          Enrollees for Medicaid Managed Care and/or Family Health Plus on the
          basis of age, sex, race, creed, physical or mental
          handicap/developmental disability, national origin, sexual
          orientation, type of illness or condition, need for health services,
          or Capitation Rate that the Contractor will receive for such Eligible
          Persons or Enrollees.


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                       -9-

<PAGE>

     34.3 Equal Employment Opportunity

          Contractor must comply with Executive Order 11246, entitled "Equal
          Employment Opportunity", as amended by Executive Order 11375, and as
          supplemented in Department of Labor regulations.

     34.4 Native Americans Access to Services From Tribal or Urban Indian Health
          Facility

          The Contractor shall not prohibit, restrict or discourage enrolled
          Native Americans from receiving care from or accessing: a) Medicaid
          reimbursed health services from or through a tribal health or urban
          Indian health facility or center and/or b) Family Health Plus covered
          benefits from or through a tribal health or urban Indian health
          facility or center which is included in the Contractor's network.

35.  COMPLIANCE WITH APPLICABLE LAWS

     35.1 Contractor and DOHMH Compliance With Applicable Laws

          Notwithstanding any inconsistent provisions in this Agreement, the
          Contractor and DOHMH shall comply with all applicable requirements of
          the State Public Health Law; the State Social Services Law; Title XIX
          of the Social Security Act; Title VI of the Civil Rights Act of 1964
          and 45 CFR Part 80, as amended; Title IX of the Education Amendments
          of 1972; Section 504 of the Rehabilitation Act of 1973 and 45 CFR Part
          84, as amended; the Age Discrimination Act of 1975 and 45 CFR Part 91,
          as amended; the ADA; Title XIII of the Federal Public Health Services
          Act, 42 U.S.C Section 300e et seq., and the regulations promulgated
          thereunder; the Health Insurance Portability and Accountability Act of
          1996 (P.L. 104-191) and related regulations; and all other applicable
          legal and regulatory requirements in effect at the time that this
          Agreement is signed and as adopted or amended during the term of this
          Agreement. The parties agree that this Agreement shall be interpreted
          according to the laws of the State of New York.

     35.2 Nullification of Illegal, Unenforceable, Ineffective or Void Contract
          Provisions

          Should any provision of this Agreement be declared or found to be
          illegal or unenforceable, ineffective or void, then each party shall
          be relieved of any obligation arising from such provision; the balance
          of this Agreement, if capable of performance, shall remain in full
          force and effect.

     35.3 Certificate of Authority Requirements

          The Contractor must satisfy conditions for issuance of a certificate
          of authority, including proof of financial solvency, as specified in
          10 NYCRR Part 98.


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                      -10-

<PAGE>

     35.4 Notification of Changes in Certificate of Incorporation

          The Contractor shall notify SDOH and DOHMH of any amendment to its
          Certificate of Incorporation or Articles of Organization pursuant to
          10 NYCRR Part 98.

     35.5 Contractor's Financial Solvency Requirements

          The Contractor, for the duration of this Agreement, shall remain in
          compliance with all applicable state requirements for financial
          solvency for MCOs offering Medicaid Managed Care and/or Family Health
          Plus products, as applicable. The Contractor shall continue to be
          financially responsible as defined in PHL Section 4403(1)(c) and shall
          comply with the contingent reserve fund and escrow deposit
          requirements of 10 NYCRR Part 98 and must meet minimum net worth
          requirements established by SDOH and the State Insurance Department.
          The Contractor shall make provision, satisfactory to SDOH, for
          protections for SDOH, LDSSs and the Enrollees in the event of
          Contractor or subcontractor insolvency, including but not limited to,
          hold harmless and continuation of treatment provisions in all provider
          agreements which protect SDOH, LDSSs and Enrollees from costs of
          treatment and assures continued access to care for Enrollees.

     35.6 Compliance With Care for Maternity Patients

          Contractor must comply with Section 2803-n of the PHL and Section 3216
          (i) (10) (a) of the State Insurance Law related to hospital care for
          maternity patients.

     35.7 Informed Consent Procedures for Hysterectomy and Sterilization

          The Contractor is required and shall require Participating Providers
          to comply with the informed consent procedures for Hysterectomy and
          Sterilization specified in 42 CFR Part 441, sub-part F, and 18 NYCRR
          Section 505.13.

     35.8 Non-Liability of Enrollees for Contractor's Debts

          Contractor agrees that in no event shall the Enrollee become liable
          for the Contractors debts as set forth in SSA Section 1932(b)(6).


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                      -11-

<PAGE>

     35.9 SDOH Compliance With Conflict of Interest Laws

          DOHMH and its employees shall comply with Article 18 of the General
          Municipal Law and all other appropriate provisions of New York State
          law, local laws and ordinances and all resultant codes, rules and
          regulations pertaining to conflicts of interest.

     35.10 Compliance With PHL Regarding External Appeals

          Contractor must comply with Article 49 Title II of the PHL regarding
          external appeal of adverse determinations.

36.  NEW YORK STATE STANDARD CONTRACT CLAUSES AND LOCAL STANDARD CLAUSES

     The parties agree to be bound by the standard clauses for all New York
     State contracts and standard clauses, if any, for local government
     contracts contained in Appendix A and R, respectively, attached to and
     incorporated into this Agreement as if set forth fully herein, and any
     amendment thereto.


                             SECTION 23 - SECTION 36
                                 October 1, 2005
                                      -12-

<PAGE>

This Agreement is effective October 1, 2005 and shall remain in effect until
September 30, 2007 or until the execution of an extension, renewal or successor
agreement as provided for in the Agreement.

In Witness Whereof, the parties have duly executed this Agreement on the dates
appearing below their respective signatures.


By                                      By
   ----------------------------------      -------------------------------------
   CarePlus, L.L.C.                        New York City Department of Health
                                           and Mental Hygiene

Date 9/30/05                            Date
                                             -----------------------------------

Approval as to form and certification as to legal authority was granted by the
Corporation Counsel on: September 16, 2005.


                                 SIGNATURE PAGE
                                October 1, 2005

<PAGE>

STATE OF NEW YORK)
                   SS:
COUNTY OF NEW YORK

     On this 30th day of September 2005, Harry Michelen came before me, to me
known and to be the CEO of Care Plus Health Plan, who is duly authorized to
execute the foregoing instrument on behalf of said corporation and s/he
acknowledged to me that s/he executed the same for the purpose therein
mentioned.


                                        /s/ GERARD HARRINGTON
                                        ----------------------------------------
                                        NOTARY PUBLIC

                                                       GERARD HARRINGTON
                                                NOTARY Public, State of New York
                                                         No 01HA6102369
                                                  Qualified in NEW York County
                                                CONMMISSION EXPIRES DEC. 8. 2017

STATE OF NEW YORK)
                     SS:
COUNTY OF NEW YORK

     On this _____ day of ___________, 20__, _______________________ came before
me, to me known and known to be the _______________________ in the New York City
Department of Health and Mental Hygiene, who is duly authorized to execute the
foregoing instrument on behalf of the City and s/he acknowledged to me that s/he
executed the same for the purpose therein mentioned.


                                        ----------------------------------------
                                        NOTARY PUBLIC

<PAGE>

                                   APPENDIX A

                         NEW YORK STATE STANDARD CLAUSES

                                   APPENDIX A
                                 October 1, 2005

<PAGE>

STANDARD CLAUSES FOR HYS CONTRACTS                                    APPENDIX A

                       STANDARD CLAUSES FOR NYS CONTRACTS

     The parties to the attached contract, license, lease, amendment or other
agreement of any kind (hereinafter, "the contract" or "this contract") agree to
be bound by the following clauses which are hereby made a part of the contract
(the word "Contractor" herein refers to any party other than the State, whether
a contractor, licenser, licensee, lessor, lessee or any other party):

1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the
State shall have no liability under this contract to the Contractor or to anyone
else beyond funds appropriated and available for this contract.

2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance
Law, this contract may not be assigned by the Contractor or its right, title or
interest therein assigned, transferred, conveyed, sublet or otherwise disposed
of without the previous consent, in writing, of the State and any attempts to
assign the contract without the State's written consent are null and void. The
Contractor may, however, assign its right to receive payment without the State's
prior written consent unless this contract concerns Certificates of
Participation pursuant to Article 5-A of the State Finance Law.

3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance
Law (or, if this contract is with the State University or City University of New
York, Section 355 or Section 6218 of the Education Law), if this contract
exceeds $15,000 (or the minimum thresholds agreed to by the Office of the State
Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an
amendment for any amount to a contract which, as so amended, exceeds said
statutory amount, or if, by this contract, the State agrees to give something
other than money when the value or reasonably estimated value of such
consideration exceeds $10,000, it shall not be valid, effective or binding upon
the State until it has been approved by the State Comptroller and filed in his
office. Comptroller's approval of contracts let by the Office of General
Services is required when such contracts exceed $30,000 (State Finance Law
Section 163.6.a).

4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State
Finance Law, this contract shall be void and of no force and effect unless the
Contractor shall provide and maintain coverage during the life of this contract
for the benefit of such employees as are required to be covered by the
provisions of the Workers' Compensation Law.

5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the
Executive Law (also known as the Human Rights Law) and all other State and
Federal statutory and constitutional non-discrimination provisions, the
Contractor will not discriminate against any employee or applicant for
employment because of race, creed, color, sex, national origin, sexual
orientation, age, disability, genetic predisposition or carrier status, or
marital status. Furthermore, in accordance with Section 220-e of the Labor Law,
if this is a contract for the construction, alteration or repair of any public
building or public work or for the manufacture, sale or distribution of
materials, equipment or supplies, and to the extent that this contract shall be
performed within the State of New York, Contractor agrees that neither it not
its subcontractors shall, by reason of race, creed, color, disability, sex, or
national origin: (a) discriminate in hiring against any New York State citizen
who is qualified and available to perform the work; or (b) discriminate against
or intimidate any employee hired for the performance of work under this
contract. If this is a building service contract as defined in Section 230 of
the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees
that neither it nor its subcontractors shall by reason of race, creed, color,
national origin, age, sex or disability: (a) discriminate in hiring against any
New York State citizen who is qualified and available to perform the work; or
(b) discriminate against or intimidate any employee hired for the performance of
work under this contract. Contractor is subject to fines of $50.00 per person
per day for any violation of Section 220-e or Section 239 as well as possible
termination of this contract and forfeiture of all moneys due hereunder for a
second or subsequent violation.

6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by
Article 8 of the Labor Law or a building service contract covered by Article 9
thereof, neither Contractor's employees nor the employees of its subcontractors
may be required or permitted to work more than the number of hours or days
stated in said statutes, except as otherwise provided in the Labor Law and as
set forth in prevailing wage and supplement schedules issued by the State Labor
Department. Furthermore, Contractor and its subcontractors must pay at least the
prevailing wage rate and pay or provide the prevailing supplements, including
the premium rates for overtime pay, as determined by the State Labor Department
in accordance with the Labor Law.

7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the
State Finance Law, if this contract was awarded based upon the submission of
bids, Contractor warrants, under penalty of perjury, that its bid was arrived at
independently and without collusion aimed at restricting competition. Contractor
further warrants that, at the time Contractor submitted its bid, an authorized
and responsible person executed and delivered to the State a non-collusive
bidding certification on Contractor's behalf.

8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the
Labor Law and Section 139-h of the State Finance Law, if this contract exceeds
$5,000, the Contractor agrees, as a material condition of the contract, that
neither the Contractor nor any substantially owned or affiliated person, firm,
partnership or corporation has participated, is participating, or shall
participate in an international boycott in violation of the federal Export
Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations
thereunder. If such Contractor, or any of the aforesaid affiliates of
Contractor, is convicted or is otherwise found to have violated said laws or
regulations upon the final determination of the United States Commerce
Department or any other appropriate agency of the United States subsequent to
the contract's execution, such contract, amendment or modification thereto shall
be rendered forfeit and void. The Contractor shall so notify the State
Comptroller within five (5) business days of such conviction, determination or
disposition of appeal (2NYCRR 105.4).

9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and
statutory rights of set-off. These rights shall include, but not be limited to,
the State's option to withhold for the purposes of set-off any moneys due to the
Contractor under this contract up to any amounts due and owing to the State with
regard to this contract, any other contract with any State department or agency,
including any contract for a term commencing prior to the term of this contract,
plus any amounts due and owing to the State for any other reason including,
without limitation, tax delinquencies, fee delinquencies or monetary penalties
relative thereto. The State shall exercise its set-off rights in accordance with
normal State practices including, in cases of set-off pursuant to an audit, the
finalization of such audit by the State agency, its representatives, or the
State Comptroller.

10. RECORDS. The Contractor shall establish and maintain complete and accurate
books, records, documents, accounts and other evidence directly pertinent to
performance under this contract (hereinafter, collectively, "the Records"). The
Records must be kept for the balance of the calendar year in which they were
made and for six (6) additional years thereafter. The State Comptroller, the
Attorney General and any other person or entity authorized to conduct an
examination, as well as the agency or agencies involved in this contract, shall
have access to the Records during normal business hours at an office of the
Contractor


Page 1                                                                 May, 2003

<PAGE>

STANDARD CLAUSES FOR NYS CONTRACTS                                    APPENDIX A

within the State of New York or, if no such office is available, at a mutually
agreeable and reasonable venue within the State, for the term specified above
for the purposes of inspection, auditing and copying. The State shall take
reasonable steps to protect from public disclosure any of the Records which are
exempt from disclosure under Section 87 of the Public Officers Law (the
"Statute") provided that: (i) the Contractor shall timely inform an appropriate
State official, in writing, that said records should not be disclosed; and (ii)
said records shall be sufficiently identified; and (iii) designation of said
records as exempt under the Statute is reasonable. Nothing contained herein
shall diminish, or in any way adversely affect, the State's right to discovery
in any pending or future litigation.

11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION, (a) FEDERAL EMPLOYER
IDENTIFICATION NUMBER and/or FEDERAL SOCIAL SECURITY NUMBER. All invoices or New
York State standard vouchers submitted for payment for the sale of goods or
services or the lease of real or personal property to a New York State agency
must include the payee's identification number, i.e., the seller's or lessor's
identification number. The number is either the payee's Federal employer
identification number or Federal social security number, or both such numbers
when the payee has both such numbers. Failure to include this number or numbers
may delay payment. Where the payee does not have such number or numbers, the
payee, on its invoice or New York State standard voucher, must give the reason
or reasons why the payee does not have such number or numbers.

(b) PRIVACY NOTIFICATION. (1) The authority to request the above personal
information from a seller of goods or services or a lessor of real or personal
property, and the authority to maintain such information, is found in Section 5
of the State Tax Law. Disclosure of this information by the seller or lessor to
the State is mandatory. The principal purpose for which the information is
collected is to enable the State to identify individuals, businesses and others
who have been delinquent in filing tax returns or may have understated their tax
liabilities and to generally identify persons affected by the taxes administered
by the Commissioner of Taxation and Finance. The information will be used for
tax administration purposes and for any other purpose authorized by law.

(2) The personal information is requested by the purchasing unit of the agency
contracting to purchase the goods or services or lease the real or personal
property covered by this contract or lease. The information is maintained in New
York State's Central Accounting System by the Director of Accounting Operations,
Office of the State Comptroller, AESOB, Albany, New York 12236.

12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with
Section 312 of the Executive Law, if this contract is: (i) a written agreement
or purchase order instrument, providing for a total expenditure in excess of
$25,000.00, whereby a contracting agency is committed to expend or does expend
funds in return for labor, services, supplies, equipment, materials or any
combination of the foregoing, to be performed for, or rendered or furnished to
the contracting agency; or (ii) a written agreement in excess of $100,000.00
whereby a contracting agency is committed to expend or does expend funds for the
acquisition, construction, demolition, replacement, major repair or renovation
of real property and improvements thereon; or (iii) a written agreement in
excess of $100,000.00 whereby the owner of a State assisted housing project is
committed to expend or does expend funds for the acquisition, construction,
demolition, replacement, major repair or renovation of real property and
improvements thereon for such project, then:

(a) The Contractor will not discriminate against employees or applicants for
employment because of race, creed, color, national origin, sex, age, disability
or marital status, and will undertake or continue existing programs of
affirmative action to ensure that minority group members and women are afforded
equal employment opportunities without discrimination. Affirmative action shall
mean recruitment, employment, job assignment, promotion, upgrading, demotion,
transfer, layoff, or termination and rates of pay or other forms of
compensation;

(b) at the request of the contracting agency, the Contractor shall request each
employment agency, labor union, or authorized representative of workers with
which it has a collective bargaining or other agreement or understanding, to
furnish a written statement that such employment agency, labor union or
representative will not discriminate on the basis of race, creed, color,
national origin, sex, age, disability or marital status and that such union or
representative will affirmatively cooperate in the implementation of the
contractor's obligations herein; and

(c) the Contractor shall state, in all solicitations or advertisements for
employees, that, in the performance of the State contract, all qualified
applicants will be afforded equal employment opportunities without
discrimination because of race, creed, color, national origin, sex, age,
disability or marital status.

Contractor will include the provisions of "a", "b", and "c" above, in every
subcontract over $25,000.00 for the construction, demolition, replacement, major
repair, renovation, planning or design of real property and improvements thereon
(the "Work") except where the Work is for the beneficial use of the Contractor.
Section 312 does not apply to: (i) work, goods or services unrelated to this
contract; or (ii) employment outside New York State; or (iii) banking services,
insurance policies or the sale of securities. The State shall consider
compliance by a contractor or subcontractor with the requirements of any federal
law concerning equal employment opportunity which effectuates the purpose of
this section. The contracting agency shall determine whether the imposition of
the requirements of the provisions hereof duplicate or conflict with any such
federal law and if such duplication or conflict exists, the contracting agency
shall waive the applicability of Section 312 to the extent of such duplication
or conflict. Contractor will comply with all duly promulgated and lawful rules
and regulations of the Governor's Office of Minority and Women's Business
Development pertaining hereto.

13. CONFLICTING TERMS. In the event of a conflict between the terms of the
contract (including any and all attachments thereto and amendments thereof) and
the terms of this Appendix A, the terms of this Appendix A shall control.

14. GOVERNING LAW. This contract shall be governed by the laws of the State of
New York except where the Federal supremacy clause requires otherwise.

15. LATE PAYMENT. Timeliness of payment and any interest to be paid to
Contractor for late payment shall be governed by Article 11-A of the State
Finance Law to the extent required by law.

16. NO ARBITRATION. Disputes involving this contract, including the breach or
alleged breach thereof, may not be submitted to binding arbitration (except
where statutorily authorized), but must, instead, be heard in a court of
competent jurisdiction of the State of New York.

17. SERVICE OF PROCESS. In addition to the methods of service allowed by the
State Civil Practice Law & Rules ("CPLR"), Contractor hereby consents to service
of process upon it by registered or certified mail, return receipt requested.
Service hereunder shall be complete upon Contractor's actual receipt of process
or upon the State's receipt of the return thereof by the United States Postal
Service as refused or undeliverable. Contractor must promptly notify the State,
in writing, of each and every change of address to which service of process can
be made. Service by the State to the last known address shall be sufficient.
Contractor will have thirty (30) calendar days after service hereunder is
complete in which to respond.


Page 2                                                                 May, 2003

<PAGE>

STANDARD CLAUSES FOR NYS CONTRACTS                                    APPENDIX A

18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and
warrants that all wood products to be used under this contract award will be in
accordance with, but not limited to, the specifications and provisions of State
Finance Law Section 165. (Use of Tropical Hardwoods) which prohibits purchase
and use of tropical hardwoods, unless specifically exempted, by the State or any
governmental agency or political subdivision or public benefit corporation.
Qualification for an exemption under this law will be the responsibility of the
contractor to establish to meet with the approval of the State.

In addition, when any portion of this contract involving the use of woods,
whether supply or installation, is to be performed by any subcontractor, the
prime Contractor will indicate and certify in the submitted bid proposal that
the subcontractor has been informed and is in compliance with specifications and
provisions regarding use of tropical hardwoods as detailed in Section 165 State
Finance Law. Any such use must meet with the approval of the State; otherwise,
the bid may not be considered responsive. Under bidder certifications, proof of
qualification for exemption will be the responsibility of the Contractor to meet
with the approval of the State.

19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair
Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby
stipulates that the Contractor either (a) has no business operations in Northern
Ireland, or (b) shall take lawful steps in good faith to conduct any business
operations in Northern Ireland in accordance with the MacBride Fair Employment
Principles (as described in Section 165 of the New York State Finance Law), and
shall permit independent monitoring of compliance with such principles.

20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to
maximize opportunities for the participation of New York State business
enterprises, including minority and women-owned business enterprises as bidders,
subcontractors and suppliers on its procurement contracts.

Information on the availability of New York State subcontractors and suppliers
is available from:

     NYS Department of Economic Development
     Division for Small Business
     30 South Pearl St -- 7th Floor
     Albany, New York 12245
     Telephone: 518-292-5220

A directory of certified minority and women-owned business enterprises is
available from:

     NYS Department of Economic Development
     Division of Minority and Women's Business Development
     30 South Pearl St -- 2nd Floor
     Albany, New York 12245
     http://www.empire.state.ny.us

The Omnibus Procurement Act of 1992 requires that by signing this bid proposal
or contract, as applicable, Contractors certify that whenever the total bid
amount is greater than $1 million:

(a) The Contractor has made reasonable efforts to encourage the participation of
New York State Business Enterprises as suppliers and subcontractors, including
certified minority and women-owned business enterprises, on this project, and
has retained the documentation of these efforts to be provided upon request to
the State;

(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972
(P.L. 92-261), as amended;

(c) The Contractor agrees to make reasonable efforts to provide notification to
New York State residents of employment opportunities on this project through
listing any such positions with the Job Service Division of the New York State
Department of Labor, or providing such notification in such manner as is
consistent with existing collective bargaining contracts or agreements. The
Contractor agrees to document these efforts and to provide said documentation to
the State upon request; and

(d) The Contractor acknowledges notice that the State may seek to obtain offset
credits from foreign countries as a result of this contract and agrees to
cooperate with the State in these efforts.

21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if
their principal place of business is located in a country, nation, province,
state or political subdivision that penalizes New York State vendors, and if the
goods or services they offer will be substantially produced or performed outside
New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter
684 and Chapter 383, respectively) require that they be denied contracts which
they would otherwise obtain. NOTE: As of May 15, 2002, the list of
discriminatory jurisdictions subject to this provision includes the states of
South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact
NYS Department of Economic Development for a current list of jurisdictions
subject to this provision.

22. PURCHASES OF APPAREL. In accordance with State Finance Law 162 (4-a), the
State shall not purchase any apparel from any vendor unable or unwilling to
certify that: (i) such apparel was manufactured in compliance with all
applicable labor and occupational safety laws, including, but not limited to,
child labor laws, wage and hours laws and workplace safety laws, and (ii) vendor
will supply, with its bid (or, if not a bid situation, prior to or at the time
of signing a contract with the Slate), if known, the names and addresses of each
subcontractor and a list of all manufacturing plants to be utilized by the
bidder.


Page 3                                                                 May, 2003

<PAGE>

                                   APPENDIX B

                        CERTIFICATION REGARDING LOBBYING


                                   APPENDIX B
                                 October 1, 2005
                                       B-l

<PAGE>

                                   APPENDIX B
                        CERTIFICATION REGARDING LOBBYING

The undersigned certifies, to the best of his or her knowledge, that:

1.   No Federal appropriated funds have been paid or will be paid to any person
     by or on behalf of the Contractor for the purpose of influencing or
     attempting to influence an officer or employee of any agency, a Member of
     Congress, an officer or employee of a Member of Congress in connection with
     the award of any Federal loan, the entering into of any cooperative
     agreement, or the extension, continuation, renewal, amendment, or
     modification of any Federal contract, grant, loan, or cooperative
     agreement.

2.   If any funds other than Federal appropriated funds have been paid or will
     be paid to any person for the purpose of influencing or attempting to
     influence an officer or employee of any agency, a Member of Congress in
     connection with the award of any Federal contract, the making of any
     Federal grant, the making of any Federal loan, the entering into of any
     cooperative agreement, or the extension, continuation, renewal, amendment,
     or modification of any Federal contract, grant, loan, or cooperative
     agreement, and the Agreement exceeds $100,000, the Contractor shall
     complete and submit Standard Form - LLL "Disclosure Form to Report
     Lobbying," in accordance with its instructions.

3.   The Contractor shall include the provisions of this section in all provider
     Agreements under this Agreement and require all Participating providers
     whose Provider Agreements exceed $100,000 to certify and disclose
     accordingly to the Contractor.

     This certification is a material representation of fact upon which reliance
was place when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction
pursuant to U.S.C. Section 1352. The failure to file the required certification
shall subject the violator to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.

DATE: 9/30/05


SIGNATURE:
           --------------------------
TITLE: Chief Executive Officer
ORGANIZATION: CarePlus HealthPlan


                                   APPENDIX B
                                 October 1, 2005
                                       B-2

<PAGE>

                                   APPENDIX C

                       NEW YORK STATE DEPARTMENT OF HEALTH
                        REQUIREMENTS FOR THE PROVISION OF
                FAMILY PLANNING AND REPRODUCTIVE HEALTH SERVICES

C.1  DEFINITIONS AND GENERAL REQUIREMENTS FOR THE PROVISION OF FAMILY PLANNING
     AND REPRODUCTIVE HEALTH SERVICES

C.2  REQUIREMENTS FOR MCOS THAT INCLUDE FAMILY PLANNING AND REPRODUCTIVE HEALTH
     SERVICES IN THEIR BENEFIT PACKAGE

C.3  REQUIREMENTS FOR MCOS THAT DO NOT INCLUDE FAMILY PLANNING SERVICES AND
     REPRODUCTIVE HEALTH SERVICES IN THEIR BENEFIT PACKAGE


                                   APPENDIX C
                                 October 1, 2005
                                       C-l

<PAGE>

                                       C.1

            DEFINITIONS AND GENERAL REQUIREMENTS FOR THE PROVISION OF
                FAMILY PLANNING AND REPRODUCTIVE HEALTH SERVICES

1.   FAMILY PLANNING AND REPRODUCTIVE HEALTH SERVICES

     a)   Family Planning and Reproductive Health services mean the offering,
          arranging and furnishing of those health services which enable
          Enrollees, including minors who may be sexually active, to prevent or
          reduce the incidence of unwanted pregnancies.

          i)   Family Planning and Reproductive Health services include the
               following medically-necessary services, related drugs and
               supplies which are furnished or administered under the
               supervision of a physician, licensed midwife or certified nurse
               practitioner during the course of a Family Planning and
               Reproductive Health visit for the purpose of:

               A)   contraception, including insertion/removal of an
                    intrauterine device (IUD), insertion/removal of
                    contraceptive implants, and injection procedures involving
                    Pharmaceuticals such as Depo-Provera;

               B)   sterilization;

               C)   screening, related diagnosis, and referral to a
                    Participating Provider for pregnancy;

               D)   medically-necessary induced abortions, which are procedures,
                    either medical or surgical, that result in the termination
                    of pregnancy. The determination of medical necessity shall
                    include positive evidence of pregnancy, with an estimate of
                    its duration.

          ii)  Family Planning and Reproductive Health services include those
               education and counseling services necessary to render the
               services effective.

          iii) Family Planning and Reproductive Health services include
               medically-necessary ordered contraceptives and pharmaceuticals:

               A)   For MMC Enrollees - The Contractor is responsible for
                    pharmaceuticals and medical supplies such as IUDS and
                    Depo-Provera that must be furnished or administered under
                    the supervision of a physician, licensed midwife, or
                    certified nurse practitioner during the course of a Family
                    Planning and Reproductive Health visit. Other pharmacy
                    prescriptions, medical supplies, and over the counter drugs
                    are not the responsibility of the Contractor and are to be
                    obtained when covered on the New York State list of Medicaid


                                   APPENDIX C
                                 October 1, 2005
                                       C-2

<PAGE>

                    reimbursable drugs by the Enrollee from any appropriate
                    eMedNY-enrolled health care provider of the Enrollee's
                    choice.

               B)   For FHPlus Enrollees - The Contractor, if it includes such
                    services in its Benefit Package, or the Designated Third
                    Party Contractor that provides such services to FHPlus
                    Enrollees when the Contractor does not provide Family
                    Planning and Reproductive Health services, is responsible
                    for prescription contraceptives provided by a Participating
                    pharmacy, consistent with the pharmacy benefit package
                    described in Appendix K. The Contractor or the Designated
                    Third Party Contractor must cover at least one of every type
                    of the following methods of contraception:

                    I)   Oral

                    II)  Oral, emergency

                    III) Injectable

                    IV)  Transdermal

                    V)   Intravaginal

                    VI)  Intravaginal, systemic

                    VII) Implantable

     b)   When clinically indicated, the following services may be provided as a
          part of a Family Planning and Reproductive Health visit:

          i)   Screening, related diagnosis, ambulatory treatment and referral
               as needed for dysmenorrhea, cervical cancer, or other pelvic
               abnormality/pathology.

          ii)  Screening, related diagnosis and referral for anemia, cervical
               cancer, glycosuria, proteinuria, hypertension and breast disease.

          iii) Screening and treatment for sexually transmissible disease,

          iv)  HIV blood testing and pre- and post-test counseling.

2.   FREE ACCESS TO SERVICES FOR MMC ENROLLEES

     a)   Free Access means MMC Enrollees may obtain Family Planning and
          Reproductive Health services, and HIV blood testing and pre-and
          post-test counseling when performed as part of a Family Planning and
          Reproductive Health encounter, from either the Contractor, if it
          includes such services in its Benefit Package, or from any appropriate
          eMedNY-enrolled health care provider of the Enrollee's choice. No
          referral from the PCP or approval by the Contractor is required to
          access such services.

     b)   The Family Planning and Reproductive Health services listed above are
          the only services which are covered under the Free Access policy.
          Routine obstetric and/or


                                   APPENDIX C
                                 October 1, 2005
                                       C-3

<PAGE>

          gynecologic care, including hysterectomies, pre-natal, delivery and
          post-partum care are not covered under the Free Access policy, and are
          the responsibility of the Contractor.

3.   ACCESS TO SERVICES FOR FHPLUS ENROLLEES

     a)   FHPlus Enrollees may obtain Family Planning and Reproductive Health
          services, and HIV blood testing and pre-and post-test counseling when
          performed as part of a Family Planning and Reproductive Health
          Services encounter, from either the Contractor or through the
          Designated Third Party Contractor, as applicable. No referral from the
          PCP or approval by the Contractor is required to access such services.

     b)   The Contractor is responsible for routine obstetric and/or gynecologic
          care, including hysterectomies, pre-natal, delivery and post-partum
          care, regardless of whether Family Planning and Reproductive Health
          services are included in the Contractor's Benefit Package.


                                   APPENDIX C
                                 October 1, 2005
                                       C-4

<PAGE>

                                       C.2

       REQUIREMENTS FOR MCOS THAT INCLUDE FAMILY PLANNING AND REPRODUCTIVE
                    HEALTH SERVICES IN THEIR BENEFIT PACKAGE

1.   NOTIFICATION TO ENROLLEES

     a)   If the Contractor includes Family Planning and Reproductive Health
          services in its Benefit Package (as per Appendix M of this Agreement)
          the Contractor must notify all Enrollees of reproductive age,
          including minors who may be sexually active, at the time of Enrollment
          about their right to obtain Family Planning and Reproductive Health
          services and supplies without referral or approval. The notification
          must contain the following:

          i)   Information about the Enrollee's right to obtain the full range
               of Family Planning and Reproductive Health services, including
               HIV counseling and testing when performed as part of a Family
               Planning and Reproductive Health encounter, from the Contractor's
               Participating Provider without referral, approval or
               notification.

          ii)  MMC Enrollees must receive notification that they also have the
               right to obtain Family Planning and Reproductive Health services
               in accordance with MMC's Free Access policy as defined in C.1 of
               this Appendix.

          iii) A current list of qualified Participating Family Planning
               Providers who provide the full range of Family Planning and
               Reproductive Health services within the Enrollee's geographic
               area, including addresses and telephone numbers. The Contractor
               may also provide MMC Enrollees with a list of qualified
               Non-Participating providers who accept Medicaid and who provide
               the full range of these services.

          iv)  Information that the cost of the Enrollee's Family Planning and
               Reproductive care will be fully covered, including when a MMC
               Enrollee obtains such services in accordance with MMC's Free
               Access policy.

2.   BILLING POLICY

     a)   The Contractor must notify its Participating Providers that all claims
          for Family Planning and Reproductive Health services must be billed to
          the Contractor and not the Medicaid fee-for-service program.

     b)   The Contractor will be charged for Family Planning and Reproductive
          Health services furnished to MMC Enrollees by eMedNY-enrolled
          Non-Participating Providers at the applicable Medicaid rate or fee. In
          such instances, Non-Participating Providers will bill Medicaid
          fee-for-service and the SDOH will issue a confidential


                                   APPENDIX C
                                 October 1, 2005
                                       C-5

<PAGE>

          charge back to the Contractor. Such charge back mechanism will comply
          with all applicable patient confidentiality requirements.

3.   CONSENT AND CONFIDENTIALITY

     a)   The Contractor will comply with federal, state, and local laws,
          regulations and policies regarding informed consent and
          confidentiality and ensure Participating Providers comply with all of
          the requirements set forth in Sections 17 and 18 of the PHL and 10
          NYCRR Section 751.9 and Part 753 relating to informed consent and
          confidentiality.

     b)   Participating Providers may share patient information with appropriate
          Contractor personnel for the purposes of claims payment, utilization
          review and quality assurance unless the provider agreement with the
          Contractor provides otherwise. The Contractor must ensure that an
          Enrollee's use of Family Planning and Reproductive Health services
          remains confidential and is not disclosed to family members or other
          unauthorized parties without the Enrollee's consent to the disclosure.

4.   INFORMING AND STANDARDS

     a)   The Contractor will inform its Participating Providers and
          administrative personnel about policies concerning MMC Free Access as
          defined in C. 1 of this Appendix, where applicable; HIV counseling and
          testing; reimbursement for Family Planning and Reproductive Health
          encounters; Enrollee Family Planning and Reproductive Health education
          and confidentiality.

     b)   The Contractor will inform its Participating Providers that they must
          comply with professional medical standards of practice, the
          Contractor's practice guidelines, and all applicable federal, state,
          and local laws. These include but are not limited to, standards
          established by the American College of Obstetricians and
          Gynecologists, the American Academy of Family Physicians, the U.S.
          Task Force on Preventive Services and the New York State Child/Teen
          Health Program. These standards and laws recognize that Family
          Planning counseling is an integral part of primary and preventive
          care.


                                   APPENDIX C
                                 October 1, 2005
                                       C-6

<PAGE>

                                       C.3

                        REQUIREMENTS FOR MCOS THAT DO NOT
   INCLUDE FAMILY PLANNING SERVICES AND REPRODUCTIVE HEALTH SERVICES IN THEIR
                                 BENEFIT PACKAGE

1.   REQUIREMENTS

     a)   The Contractor agrees to comply with the policies and procedures
          stated in the SDOH-approved statement described in Section 2 below.

     b)   Within ninety (90) days of signing this Agreement, the Contractor
          shall submit to the SDOH a policy and procedure statement that the
          Contractor will use to ensure that its Enrollees are fully informed of
          their rights to access a full range of Family Planning and
          Reproductive Health services, using the following guidelines. The
          statement must be sent to the Director, Office of Managed Care, NYS
          Department of Health, Corning Tower, Room 2001, Albany, NY 12237.

     c)   SDOH may waive the requirement in (b) above if such approved statement
          is already on file with SDOH and remains unchanged.

2.   POLICY AND PROCEDURE STATEMENT

     a)   The policy and procedure statement regarding Family Planning and
          Reproductive Health services must contain the following:

          i)   Enrollee Notification

               A)   A statement that the Contractor will inform Prospective
                    Enrollees, new Enrollees and current Enrollees that:

                    I)   Certain Family Planning and Reproductive Health
                         services (such as abortion, sterilization and birth
                         control) are not covered by the Contractor, but that
                         routine obstetric and/or gynecologic care, including
                         hysterectomies, pre-natal, delivery and post-partum
                         care are covered by the Contractor;

                    II)  Such Family Planning and Reproductive Health Services
                         that are not covered by the Contractor may be obtained
                         either through fee-for-service Medicaid providers for
                         MMC Enrollees; and/or, through the Designated Third
                         Party Contractor for FHPlus Enrollees;

                    III) No referral is needed for such services, and there will
                         be no cost to the Enrollee for such services.


                                   APPENDIX C
                                 October 1, 2005
                                       C-7

<PAGE>

                    IV)  HIV counseling and testing services are available
                         through the Contractor and are also available as part
                         of a Family Planning and Reproductive Health encounter
                         when furnished by a fee-for-service Medicaid provider
                         to MMC Enrollees and through the Designated Third Party
                         Contractor to FHPlus Enrollees; and that anonymous
                         counseling and testing services are available from
                         SDOH, Local Public Health Agency clinics and other New
                         York City programs.

               B)   A statement that this information will be provided in the
                    following manner:

                    I)   Through the Contractor's written Marketing materials,
                         including the Member Handbook. The Member Handbook and
                         Marketing materials will indicate that the Contractor
                         has elected not to cover certain Family Planning and
                         Reproductive Health services, and will explain the
                         right of all MMC Enrollees to secure such services
                         through fee-for-service Medicaid from any
                         provider/clinic which offers these services and accepts
                         Medicaid, and the right of all FHPlus Enrollees to
                         secure such services through the Designated Third Party
                         Contractor.

                    II)  Orally at the time of Enrollment and any time an
                         inquiry is made regarding Family Planning and
                         Reproductive Health services.

                    III) By inclusion on any web site of the Contractor which
                         includes information concerning its MMC or FHPlus
                         product(s). Such information shall be prominently
                         displayed and easily navigated.

               C)   A description of the mechanisms to provide all new MMC
                    Enrollees with an SDOH approved letter explaining how to
                    access Family Planning and Reproductive Health services and
                    the SDOH approved list of Family Planning providers. This
                    material will be furnished by SDOH and mailed to the
                    Enrollee no later than fourteen (14) days after the
                    Effective Date of Enrollment.

               D)   A statement that if an Enrollee or Prospective Enrollee
                    requests information about these non-covered services, the
                    Contractor's Marketing or Enrollment representative or
                    member services department will advise the Enrollee or
                    Prospective Enrollee as follows:

                    I)   Family Planning and Reproductive Health services such
                         as abortion, sterilization and birth control are not
                         covered by the Contractor and that only routine
                         obstetric and/or gynecologic care, including
                         hysterectomies, pre-natal, delivery and post-partum
                         care are the responsibility of the Contractor.


                                   APPENDIX C
                                 October 1, 2005
                                       C-8

<PAGE>

                    II)  MMC Enrollees can use their Medicaid card to receive
                         these non-covered services from any doctor or clinic
                         that provides these services and accepts Medicaid.
                         FHPlus Enrollees can receive these non-covered services
                         through the Designated Third Party Contractor under
                         contract with SDOH in the Enrollee's geographic area.

                    III) Each MMC Enrollee and Prospective MMC Enrollee who
                         calls will be mailed a copy of the SDOH approved letter
                         explaining the Enrollee's right to receive these
                         non-covered services, and an SDOH approved list of
                         Family Planning Providers who participate in Medicaid
                         in the Enrollee's community. These materials will be
                         mailed within two (2) business days of the contact.

                    IV)  The Contractor will provide the name and phone number
                         of the Designated Third Party Contractor under SDOH
                         contract to provide such services to FHPlus Enrollees
                         and Prospective FHPlus Enrollees. It is the
                         responsibility of the Designated Third Party Contractor
                         to mail to each FHPlus Enrollee or Prospective FHPlus
                         Enrollee who calls, a copy of the SDOH approved letter
                         explaining the Enrollee's right to receive such
                         services, and an SDOH approved list of Family Planning
                         Providers and Pharmacies in the Designated Third Party
                         Contractor's network. The Designated Third Party
                         Contractor is responsible for mailing these materials
                         within fourteen (14) days of notice by the Contractor
                         of a new Enrollee in the Contractor's FHPlus product.

                    V)   Enrollees can call the Contractor's member services
                         number for further information about how to obtain
                         these non-covered services. MMC Enrollees can also call
                         the New York State Growing-Up-Healthy Hotline
                         (1-800-522-5006) to request a copy of the list of
                         Medicaid Family Planning Providers. FHPlus Enrollees
                         can also call the Designated Third Party Contractor for
                         a list of Family Planning providers.

               E)   The procedure for maintaining a manual log of all requests
                    for such information, including the date of the call, the
                    Enrollee's client identification number (CIN), and the date
                    the SDOH approved letter and SDOH or LDSS approved list were
                    mailed, where applicable. The Contractor will review this
                    log monthly and upon request, submit a copy to SDOH.

          ii)  Participating Provider and Employee Notification

               A)   A statement that the Contractor will inform its
                    Participating Providers and administrative personnel about
                    Family Planning and Reproductive Health policies under MMC
                    Free Access, as defined in C.1 of this Appendix, and/or the
                    FHPlus Designated Third Party Contractor for FHPlus
                    Enrollees, HIV counseling and testing; reimbursement for
                    Family Planning and Reproductive


                                   APPENDIX C
                                 October 1, 2005
                                       C-9

<PAGE>

                    Health encounters; Enrollee Family Planning and Reproductive
                    Health education and confidentiality.

               B)   A statement that the Contractor will inform its
                    Participating Providers that they must comply with
                    professional medical standards of practice, the Contractor's
                    practice guidelines, and all applicable federal, state, and
                    local laws. These include but are not limited to, standards
                    established by the American College of Obstetricians and
                    Gynecologists, the American Academy of Family Physicians,
                    the U.S. Task Force on Preventive Services and the New York
                    State Child/Teen Health Program. These standards and laws
                    recognize that Family Planning counseling is an integral
                    part of primary and preventive care.

               C)   The procedure(s) for informing the Contractor's
                    Participating primary care providers, obstetricians, and
                    gynecologists that the Contractor has elected not to cover
                    certain Family Planning and Reproductive Health services,
                    but that routine obstetric and/or gynecologic care,
                    including hysterectomies, pre-natal, delivery and
                    post-partum care are covered; and that Participating
                    Providers may provide, make referrals, or arrange for
                    non-covered services in accordance with MMC's Free Access
                    policy, as defined in C.1 of this Appendix, and/or through
                    the SDOH-contracted Designated Third Party for FHPlus
                    Enrollees.

               D)   A description of the mechanisms to inform the Contractor's
                    Participating Providers that:

                    I)   if they also participate in the fee-for-service
                         Medicaid program and they render non-covered Family
                         Planning and Reproductive Health services to MMC
                         Enrollees, they do so as a fee-for-service Medicaid
                         practitioner, independent of the Contractor.

                    II)  if they also participate in the FHPlus Designated Third
                         Party Contractor's network and they render non-covered
                         Family Planning and Reproductive Health Services to
                         FHPlus Enrollees, they do so as a participating
                         provider with that MCO, independent of the Contractor.

               E)   A description of the mechanisms to inform Participating
                    Providers that, if requested by the Enrollee, or, if in the
                    provider's best professional judgment, certain Family
                    Planning and Reproductive Health services not offered
                    through the Contractor are medically indicated in accordance
                    with generally accepted standards of professional practice,
                    an appropriately trained professional should so advise the
                    Enrollee and either:


                                   APPENDIX C
                                 October 1, 2005
                                      C-10

<PAGE>

                    I)   offer those services to MMC Enrollees on a
                         fee-for-service basis as an eMedNY-enrolled provider,
                         or to FHPlus Enrollees as a Participating Provider of
                         the Designated Third Party Contractor; or

                    II)  provide MMC Enrollees with a copy of the SDOH approved
                         list of Medicaid Family Planning Providers, and/or
                         provide FHPlus Enrollees with the name and number of
                         the Designated Third Party Contractor, or

                    III) give Enrollees the Contractor's member services number
                         to call to obtain either the list of Medicaid Family
                         Planning Providers or the name and number of the
                         Designated Third Party Contractor, as applicable.

               F)   A statement that the Contractor acknowledges that the
                    exchange of medical information, when indicated in
                    accordance with generally accepted standards of professional
                    practice, is necessary for the overall coordination of
                    Enrollees' care and assist Primary Care Providers in
                    providing the highest quality care to the Contractor's
                    Enrollees. The Contractor must also acknowledge that medical
                    record information maintained by Participating Providers may
                    include information relating to Family Planning and
                    Reproductive Health services provided under the
                    fee-for-service Medicaid program or under the Designated
                    Third Party contract with SDOH.

          iii) Quality Assurance Initiatives

               A)   A statement that the Contractor will submit any materials to
                    be furnished to Enrollees and providers relating to access
                    to non-covered Family Planning and Reproductive Health
                    services to SDOH, Office of Managed Care for its review and
                    approval before issuance. Such materials include but are not
                    limited to Member Handbooks, provider manuals, and Marketing
                    materials.

               B)   A description of monitoring mechanisms the Contractor will
                    use to assess the quality of the information provided to
                    Enrollees.

               C)   A statement that the Contractor will prepare a monthly list
                    of MMC Enrollees who have been sent a copy of the SDOH
                    approved letter and the SDOH approved list of Family
                    Planning providers, and a list of FHPlus Enrollees who have
                    been provided with the name and telephone number of the
                    Designated Third Party Contractor in their geographic area.
                    This information will be available to SDOH upon request.

               D)   A statement that the Contractor will provide all new
                    employees with a copy of these policies. A statement that
                    the Contractor's orientation programs will include a
                    thorough discussion of all aspects of these policies and
                    procedures and that annual retraining programs for all
                    employees will be conducted to ensure continuing compliance
                    with these policies.


                                   APPENDIX C
                                 October 1, 2005
                                      C-ll

<PAGE>

               E)   A description of the mechanisms to provide the Designated
                    Third Party Contractor with a monthly listing of all FHPlus
                    Enrollees within seven (7) days of receipt of the
                    Contractor's monthly Enrollment Roster and any subsequent
                    updates or adjustments. A copy of each file will also be
                    provided simultaneously to the SDOH.

3.   CONSENT AND CONFIDENTIALITY

     a)   The Contractor must comply with federal, state, and local laws,
          regulations and policies regarding informed consent and
          confidentiality and ensure Participating Providers comply with all of
          the requirements set forth in Sections 17 and 18 of the PHL and 10
          NYCRR Section 751.9 and Part 753 relating to informed consent and
          confidentiality.

     b)   Participating Providers and/or the Designated Third Party Contractor
          Providers, may share patient information with appropriate Contractor
          personnel for the purposes of claims payment, utilization review and
          quality assurance, unless the provider agreement with the Contractor
          provides otherwise. The Contractor must ensure that an Enrollee's use
          of Family Planning and Reproductive Health services remains
          confidential and is not disclosed to family members or other
          unauthorized parties, without the Enrollee's consent to the
          disclosure.


                                   APPENDIX C
                                 October 1, 2005
                                      C-12

<PAGE>

                                   APPENDIX D

                       NEW YORK STATE DEPARTMENT OF HEALTH
                              MARKETING GUIDELINES

D.1  MARKETING PLANS

D.2  MARKETING MATERIALS

D.3  MARKETING ACTIVITIES


                                   APPENDIX D
                                 October 1, 2005
                                       D-l

<PAGE>

                              MARKETING GUIDELINES

1.   General

     a)   The purpose of these guidelines is to provide an operational framework
          for localities and managed care organizations (MCOs) offering MMC or
          FHPlus products in the development of MCO Marketing plans, materials,
          and activities and to describe SDOH's Marketing rules, MCO Marketing
          requirements, and prohibited practices.

     b)   If the Contractor's Marketing activities do not comply with the
          Marketing Guidelines set forth in this Appendix or the Contractor's
          approved Marketing plan, the SDOH and the DOHMH may take actions
          pursuant to Section 11.5 of this Agreement in their sole discretion
          deemed necessary to protect the interests of Prospective Enrollees,
          Potential Enrollees and Enrollees and the integrity of the MMC and
          FHPlus Programs.

     c)   This Appendix contains the following sections:

          i)   D.1, Marketing Plans;

          ii)  D.2, Marketing Materials; and

          iii) D.3, Marketing Activities.


                                   APPENDIX D
                                 October 1, 2005
                                       D-2

<PAGE>

                                       D.1
                                 MARKETING PLANS

1.   The Contractor shall develop a Marketing plan that meets SDOH guidelines
     and any New York City specific marketing requirements as set forth in
     Appendix N.

2.   The SDOH, in consultation with DOHMH, is responsible for the review and
     approval of the Contractor's Marketing plan.

3.   Approved Marketing plans set forth the allowable terms and conditions and
     the proposed activities that the Contractor intends to undertake during the
     contract period.

4.   The Contractor must have on file with the SDOH and the DOHMH, an SDOH and
     DOHMH-approved Marketing plan prior to the contract award date or before
     Marketing and enrollment begin, whichever is sooner. Subsequent changes to
     the Marketing plan must be submitted to SDOH for approval, in consultation
     with DOHMH, at least sixty (60) days before implementation.

5.   The Marketing plan shall include: a stated Marketing goal and strategies;
     Marketing activities; a description of the information provided by
     marketers, including an overview of managed care; and staff training,
     development and responsibilities. The following must be included in the
     Contractor's description of materials to be used: distribution methods;
     primary Marketing locations, and a listing of the kinds of community
     service events the Contractor anticipates sponsoring and/or participating
     in for the purposes of providing information and/or distributing Marketing
     materials.

6.   The Contractor must describe how it is able to meet the informational
     needs, related to Marketing, for the physical and cultural diversity of
     Prospective Enrollees. This may include, but not be limited to: a
     description of the Contractor's provisions for Non-English speaking
     Prospective Enrollees, interpreter services, alternate communication
     mechanisms, including sign language, Braille, audio tapes, and/or use of
     Telecommunications Device for the Deaf (TDD)/TTY services and how the
     Contractor will make oral interpretation services available to Potential
     Enrollees and Enrollees free of charge.

7.   The Contractor shall describe measures for monitoring and enforcing
     compliance with these Guidelines by its Marketing Representatives and its
     Participating Providers including: the prohibition of door-to-door
     solicitation and cold-call telephoning; a description of the development of
     mailing lists of Prospective Enrollees that maintains client
     confidentiality and that honors the client's express request for direct
     contact by the Contractor; a description and planned means of distribution
     of pre-enrollment gifts and incentives to Prospective Enrollees; and a
     description of the training, compensation and supervision of its Marketing
     Representatives.


                                   APPENDIX D
                                 October 1, 2005
                                       D-3

<PAGE>

                                       D.2
                               MARKETING MATERIALS

1.   DEFINITIONS

     a)   Marketing materials generally include the concepts of advertising,
          public service announcements, printed publications, and other
          broadcast or electronic messages designed to increase awareness and
          interest in the Medicaid Managed Care Program or the FHPlus Program
          and/or the Contractor's MMC or FHPlus product. The target audience for
          MMC Marketing materials is MMC Eligible Persons who are not enrolled
          in a MCO offering a MMC product and who are living in the Contractor's
          service area, if the Contractor offers a MMC product. The target
          audience for FHPlus Marketing materials is low-income uninsured people
          who do not qualify for Medicaid who are living in the Contractor's
          service area, if the Contractor offers a FHPlus product.

     b)   Marketing materials include any information that references the MMC or
          FHPlus Program, is intended for general distribution, and is produced
          in a variety of print, broadcast, and direct Marketing mediums. These
          generally include: radio, television, billboards, newspapers,
          leaflets, informational brochures, videos, telephone book yellow page
          ads, letters, and posters. Additional materials requiring Marketing
          approval include a listing of items to be provided as nominal gifts or
          incentives.

2.   MARKETING MATERIAL REQUIREMENTS

     a)   Marketing materials must be written in prose that is understood at a
          fourth-to sixth- grade reading level and must be printed in at least
          ten (10) point type.

     b)   Marketing materials must be made available throughout the Contractor's
          entire service area. Materials may be customized for specific counties
          and populations within the Contractor's service area. All Marketing
          activities should provide for equitable distribution of materials
          without bias toward or against any group.

     c)   The Contractor must make available written Marketing and other
          informational materials (e.g., member handbooks) in a language other
          than English whenever at least five percent (5%) of the Prospective
          Enrollees of the Contractor in any county of the service area speak
          that particular language and do not speak English as a first language.
          SDOH will inform the DOHMH and the DOHMH will inform the Contractor
          when the five percent (5%) threshold has been reached. Marketing
          materials to be translated include those key materials such as
          informational brochures, that are produced for routine distribution
          and that are included within the Contractor's Marketing plan. SDOH
          will determine the need for other-than-English translations based on
          county-specific census data or other available measures.

     d)   Alternate forms of communications must be provided for persons with
          visual, hearing, speech, physical, or developmental disabilities.
          These alternate forms


                                   APPENDIX D
                                 October 1, 2005
                                       D-4

<PAGE>

          include Braille or audiotapes for the visually impaired, TTY access
          for those with certified speech or hearing disabilities, and use of
          American Sign Language and/or integrative technologies.

     e)   The Contractor's name, mailing address (and location, if different),
          and toll-free phone number must be prominently displayed on the cover
          of all multi-paged Marketing materials.

     f)   Marketing materials must not contain false, misleading, or ambiguous
          information-- such as "You have been pre-approved for the XYZ Health
          Plan," or "If you do not choose a plan you will lose your Medicaid
          coverage," or "You get free, unlimited visits." Materials must not use
          broad, sweeping statements.

     g)   The material must accurately reflect general information, which is
          applicable to the average consumer of the MMC Program or FHPlus
          Program.

     h)   The Contractor may not use logos or wording used by government
          agencies if such use could imply or cause confusion about a connection
          between a governmental agency and the Contractor.

     i)   Marketing materials may not make reference to incentives that may be
          available to Enrollees after they enroll in the Contractor's MMC or
          FHPlus product, such as "If you join the XYZ Plan, you will receive a
          free baby carriage after you complete eight prenatal visits."

     j)   Marketing materials that are prepared for distribution or presentation
          by the LDSS, Enrollment Broker, or SDOH-approved Enrollment
          Facilitators, must be provided in a manner that is easily understood
          and appropriate to the target audience. The material covered must
          include sufficient information to assist the individual in making an
          informed choice of MCO.

     k)   The Contractor shall advise Prospective Enrollees, in written
          materials related to Enrollment, to verify with the medical services
          providers they prefer, or have an existing relationship with, that
          such medical services providers are Participating Providers of the
          selected MCO and are available to serve the Enrollee.

     l)   Marketing materials shall not mention other MCOs offering MMC or
          FHPlus products by name except for materials approved by SDOH and
          developed to present available MCO choices in an unbiased manner, or
          as part of a transition of Enrollees from an MCO that withdraws from
          the MMC or FHPlus Program.

3.   PRIOR APPROVALS

     a)   The SDOH, inconsultation with DOHMH, will review and approve the
          Contractor's Marketing plan and all Marketing materials and
          advertising.


                                   APPENDIX D
                                 October 1, 2005
                                       D-5

<PAGE>

          i)   The SDOH will coordinate its review and approval of materials
               that are specific to New York City with the DOHMH.

     b)   The SDOH will adhere to a sixty (60) day "file and use" policy,
          whereby materials submitted by the Contractor must be reviewed and
          commented on within sixty (60) days of submission or the Contractor
          may assume the materials have been approved if the reviewer has not
          submitted any written comment.

4.   DISSEMINATION OF OUTREACH MATERIALS

     a)   Upon request, the Contractor shall provide to the LDSS, Enrollment
          Broker and/or SDOH-approved Enrollment Facilitators, sufficient
          quantities of approved Marketing materials or alternative
          informational materials that describe coverage in the LDSS
          jurisdiction.

     b)   The Contractor shall, upon request, submit to the DOHMH, LDSS,
          Enrollment Broker or SDOH-approved Enrollment Facilitators, current
          provider directories, as described in Section 13.2 of this Agreement,
          together with information that describes how to determine whether a
          provider is presently available.


                                   APPENDIX D
                                 October 1, 2005
                                       D-6

<PAGE>

                                       D.3
                              MARKETING ACTIVITIES

1.   DESCRIPTION AND REQUIREMENTS

     a)   Marketing includes any occasion during which Marketing information and
          material regarding MMC and FHPlus Programs and information about the
          Contractor's MMC or FHPlus products are presented to Prospective
          Enrollees. Marketing activities include verbal presentations or
          distribution of written materials, which may or may not be accompanied
          by the giving away of nominal gifts.

     b)   With prior DOHMH/LDSS approval, the Contractor may engage in Marketing
          activities that include community-sponsored social gatherings,
          provider-hosted informational sessions, or Contractor-sponsored
          events. Events may include such activities as health fairs workshops
          on health promotion, holiday parties, after school programs, raffles,
          etc. These events must not be restricted to Potential Enrollees.

     c)   The Contractor may conduct media campaigns (i.e., distribution of
          information/materials regarding the MMC and/or FHPlus Programs and/or
          its specific MMC and/or FHPlus products to encourage Prospective
          Enrollees to enroll in its MMC or FHPlus product.) All media
          materials, including television, radio, billboards, subway and bus
          posters, and electronic messages, must be pre-approved by the SDOH at
          least thirty (30) days prior to the campaign.

     d)   The Contractor will be forthright in its presentations to allow
          Prospective Enrollees to exercise an informed choice.

     e)   If Contractor does not include Family Planning and Reproductive Health
          services in its Benefit Package, as specified in Appendix M of this
          Agreement, the Marketing Representative must tell Prospective
          Enrollees that:

          i)   certain Family Planning and Reproductive Health services (such as
               abortion, sterilization and birth control) are not covered by the
               Contractor but that routine obstetric and/or gynecologic care,
               including hysterectomies, pre-natal, delivery and post-partum
               care are covered by the Contractor;

          ii)  whenever needed, Family Planning and Reproductive Health services
               may be obtained by MMC Enrollees through fee-for-service Medicaid
               from any provider who accepts Medicaid, and by FHPlus Enrollees
               from the Designated Third-Party Contractor (including the name
               and phone number of the Designated Third Party Contractor for the
               Prospective Enrollee's geographic area);

          iii) no referral is needed for Family Planning and Reproductive Health
               services; and

          iv)  there will be no cost to the Enrollee for Family Planning and
               Reproductive Health services.


                                   APPENDIX D
                                 October 1, 2005
                                       D-7

<PAGE>

2.   MARKETING SITES

     a)   With prior DOHMH/LDSS approval, the Contractor may distribute approved
          Marketing material in such places as: an income support maintenance
          center, community centers, markets, pharmacies, hospitals and other
          provider sites, schools, health fairs, a resource center established
          by the LDSS or the Enrollment Broker, and other areas where
          Prospective Enrollees are likely to gather. The DOHMH/LDSS may require
          the Contractor to provide a minimum of two weeks notice to the
          DOHMH/LDSS regarding marketing at approved locations so that the
          DOHMH/LDSS may fulfill its role in monitoring Contractor marketing
          activities.

     b)   The Contractor shall comply with the applicable restrictions on
          Marketing established in SSL Section 364-j(4)(e), SSL Section 369-ee
          and the SDOH Marketing Guidelines. The Contractor shall not engage in
          practices prohibited by law and regulation, including cold call
          Marketing or door-to-door solicitation. Cold Call Marketing means any
          unsolicited personal contact by the Contractor with a Prospective
          Enrollee for the purpose of Marketing. The Contractor shall not market
          to Prospective Enrollees at their homes without the permission of the
          Prospective Enrollee.

     c)   The Contractor shall comply with LDSS written requirements regarding
          scheduling, staffing, and on-site procedures when marketing at LDSS
          sites.

     d)   The Contractor shall neither conduct Marketing nor distribute
          Marketing materials in hospital emergency rooms, including emergency
          room waiting areas, patient rooms or treatment areas (except for
          waiting areas) or other sites as are prohibited by the Commissioner of
          Health pursuant to SSL Section 364-j(4)(e) or SSL Section 369-ee for
          FHPlus.

     e)   The Contractor may not require its Participating Providers to
          distribute Contractor-prepared communications to their patients.

     f)   The Contractor shall instruct its Participating Providers regarding
          the following requirements applicable to communications with their
          patients about the MMC and FHPlus products offered by the Contractor
          and other MCOs with which the Participating Providers may have
          contracts:

          i)   Participating Providers who wish to let their patients know of
               their affiliations with one or more MCOs must list each MCO with
               whom they have contracts.

          ii)  Participating Providers may display the Contractor's Marketing
               materials provided that appropriate notice is conspicuously
               posted for all other MCOs with whom the Provider has a contract.

          iii) Upon termination of a Provider Agreement with the Contractor, a
               provider that has contracts with other MCOs that offer MMC or
               FHPlus products may notify


                                   APPENDIX D
                                 October 1, 2005
                                       D-8

<PAGE>

               his/her patients of the change in status and the impact of such
               change on the patient.

3.   MARKETING REPRESENTATIVES

     a)   The Contractor shall require its Marketing Representatives, including
          employees assigned to market its MMC and FHPlus products, and
          employees of Marketing subcontractors, to successfully complete a
          training program about the basic concepts of managed care and the
          Enrollees' rights and responsibilities relating to Enrollment in an
          MCO's MMC or FHPlus product. The Contractor shall submit a copy of the
          training curriculum for its Marketing Representatives to SDOH as part
          of the Marketing plan. The Contractor shall be responsible for the
          activities of its Marketing Representatives and the Marketing
          activities of any subcontractor or management entity.

     b)   The Contractor shall ensure that its Marketing Representatives engage
          in professional and courteous behavior in their interactions with LDSS
          staff, staff from other health plans, Eligible Persons and Prospective
          Enrollees. The Contractor shall neither participate nor encourage nor
          accept inappropriate behavior by its Marketing Representatives,
          including but not limited to interference with other MCO
          presentations, talking negatively about another MCO, or participating
          in a Medicaid or FHPlus client's verification interview with LDSS
          staff.

     c)   The Contractor shall not offer compensation to Marketing
          Representatives, including salary increases or bonuses, based solely
          on the number of individuals they enroll. However, the Contractor may
          base compensation of Marketing Representatives on periodic performance
          evaluations which consider Enrollment productivity as one of several
          performance factors during a performance period, subject to the
          following requirements:

          i)   "Compensation" shall mean any remuneration required to be
               reported as income or compensation for federal tax purposes;

          ii)  The Contractor may not pay a "commission" or fixed amount per
               enrollment;

          iii) The Contractor may not award bonuses more frequently than
               quarterly, or for an annual amount that exceeds ten percent (10%)
               of a Marketing Representative's total annual compensation.

     d)   The Contractor shall keep written documentation, including performance
          evaluations tools, of the basis it uses for awarding bonuses or
          increasing the salary of Marketing Representatives and employees
          involved in Marketing and make such documentation available for
          inspection by SDOH or the DOHMH.


                                   APPENDIX D
                                 October 1, 2005
                                       D-9

<PAGE>

4.   RESTRICTED MARKETING ACTIVITIES

     a)   The Contractor shall not engage in the following practices:

          i)   misrepresenting the Medicaid fee-for-service, MMC Program or
               FHPlus Program or the program or policy requirements of the LDSS
               or the SDOH, in Marketing encounters or materials;

          ii)  purchasing or otherwise acquiring or using mailing lists of
               Eligible Persons from third party vendors, including providers
               and LDSS offices;

          iii) using raffle tickets or event attendance or sign-in sheets to
               develop mailing lists of Prospective Enrollees;

          iv)  offering incentives (i.e., any type of inducement whose receipt
               is contingent upon the individual's Enrollment) of any kind to
               Prospective Enrollees to enroll in the Contractor's MMC or FHPlus
               product.

     b)   The Contractor may not discriminate against Eligible Persons or
          Enrollees on the basis of age; sex; race; creed; physical or mental
          handicap/developmental disability; national origin; sexual
          orientation; type of illness or condition; need for health services;
          or the Capitation Rate the Contractor will receive for such Eligible
          Person. Health assessments may not be performed by the Contractor
          prior to Enrollment. The Contractor may inquire about existing primary
          care relationships of the applicant and explain whether and how such
          relationships may be maintained. Upon request, each Prospective
          Enrollee shall be provided with a listing of all the Contractor's
          Participating Providers, including PCPs, specialists and facilities in
          the Contractor's network. The Contractor may respond to a Prospective
          Enrollee's question about whether a particular PCP, specialist or
          facility is a Participating Provider of the Contractor in the network.
          However, the Contractor shall not inquire about the types of
          specialists utilized by the Prospective Enrollee.

     c)   The Contractor may offer nominal gifts of not more than five dollars
          ($5.00) in fair-market value as part of a health fair or other
          Marketing activity to stimulate interest in the MMC or FHPlus Program
          and/or the Contractor. Such gifts must be pre-approved by the SDOH,
          and offered without regard to Enrollment. The Contractor must submit a
          listing and description of intended items to be distributed at
          Marketing activities as nominal gifts, including a listing of item
          donors or co-sponsors for approval. The submission of actual samples
          or photographs of intended nominal gifts will not be routinely
          required, but must be made available upon request by the SDOH
          reviewer.

     d)   The Contractor may offer its Enrollees rewards for completing a health
          goal, such as finishing all prenatal visits, participating in a
          smoking cessation session, attending initial orientation sessions upon
          enrollment, and timely completion of immunizations or other health
          related programs. Such rewards may not exceed fifty dollars ($50.00)


                                   APPENDIX D
                                 October 1, 2005
                                      D-10

<PAGE>

          in fair-market value per Enrollee over a twelve (12) month period, and
          must be related to a health goal. The Contractor may not make
          reference to these rewards in its pre-enrollment Marketing materials
          or discussions and all such rewards must be approved by the SDOH.


                                   APPENDIX D
                                 October 1, 2005
                                      D-ll

<PAGE>

                                   APPENDIX E

                       NEW YORK STATE DEPARTMENT OF HEALTH
                           MEMBER HANDBOOK GUIDELINES


                                   APPENDIX E
                                 October 1, 2005
                                       E-l

<PAGE>

                           MEMBER HANDBOOK GUIDELINES

1.   PURPOSE

     a)   This document contains Member Handbook guidelines for use by the
          Contractor to develop handbooks for MMC and FHPlus Enrollees covered
          under this Agreement.

     b)   These guidelines reflect the review criteria used by the SDOH Office
          of Managed Care in its review of all MMC and FHPlus Member Handbooks.
          Member Handbooks and addenda must be approved by SDOH prior to
          printing and distribution by the Contractor.

2.   SDOH MODEL MEMBER HANDBOOK

     a)   The SDOH Model Member Handbook includes all required information
          specified in this Appendix, written at an acceptable reading level.
          The Contractor may adapt the SDOH Model Member Handbook to reflect its
          specific policies and procedures for its MMC or FHPlus product.

     b)   SDOH strongly recommends the Contractor use the SDOH Model Member
          Handbook language for the following required disclosure areas in the
          Contractor's Member Handbook:

          i)   access to Family Planning and Reproductive Health services;

          ii)  self referral policies;

          iii) obtaining OB/GYN services;

          iv)  the definitions of medical necessity and Emergency Services;

          v)   protocols for Action, utilization review, Complaints, Complaint
               Appeals, Action Appeals, External Appeals, and fair hearings;

          vi)  protocol for newborn Enrollment; and

          vii) listing of Enrollee entitlements, including benefits, rights and
               responsibilities, and information available upon request.

     c)   A copy of the SDOH Model Member Handbook is available from the SDOH
          Office of Managed Care, Bureau of Intergovernmental Affairs.


                                   APPENDIX E
                                 October 1, 2005
                                       E-2

<PAGE>

3.   GENERAL FORMAT

     a)   It is expected that most MCOs will develop separate handbooks for
          their MMC and FHPlus Enrollees. The Contractor must include the
          required contents as per Section 4 of this Appendix for both the MMC
          and FHPlus Programs, as applicable, and list the information available
          upon request in accordance with Section 5 of this Appendix in their
          Member Handbooks.

     b)   The Contractor must write Member Handbooks in a style and reading
          level that will accommodate the reading skills of many MMC and FHPlus
          Enrollees. In general the writing should be at no higher than a
          sixth-grade level, taking into consideration the need to incorporate
          and explain certain technical or unfamiliar terms to assure accuracy.
          The text must be printed in at least ten-point font, preferably
          twelve-point font. The SDOH reserves the right to require evidence
          that a handbook has been tested against the sixth-grade reading-level
          standard.

     c)   The Contractor must make Member handbooks available in a language
          other than English whenever at least five percent (5%) of the
          Prospective Enrollees of the Contractor in any county in the
          Contractor's service area speak that particular language and do not
          speak English as a first language. Member handbooks must be made
          accessible to non-English speaking and visually and hearing impaired
          Enrollees.

4.   REQUIREMENTS FOR HANDBOOK CONTENTS

     a)   General Overview (how the MMC or FHPlus product works)

          i)   Explanation of the Contractor's MMC or FHPlus product, including
               what happens when an Eligible Person enrolls.

          ii)  Explanation of the Contractor-issued Enrollee ID card, obtaining
               routine medical care, help by telephone, and general information
               pertaining to the Contractor's MMC or FHPlus product, i.e.,
               location of the Contractor, providers, etc.

          iii) Invitation to attend scheduled orientation sessions and other
               educational and outreach activities.

     b)   Provider Listings

          i)   The Contractor may include the following information in the
               handbook, or as an insert to the handbook or produce this
               information as a separate document and reference such document in
               the handbook.

               A)   A current listing of providers, including facilities and
                    site locations.


                                   APPENDIX E
                                 October 1, 2005
                                       E-3

<PAGE>

               B)   Separate listings of Participating Providers that are
                    Primary Care Providers and specialty providers; including
                    location, phone number, and board certification status.

               C)   Listing also must include a notice of how to determine if a
                    Participating Provider is accepting new patients.

     c)   Voluntary or Mandatory Enrollment - For MMC Program Only

          i)   Must indicate whether Enrollment is voluntary or mandatory.

          ii)  If the Contractor offers a MMC product in both mandatory and
               voluntary counties, an explanation of the difference, i.e.,
               Disenrollment rules, etc.

     d)   Choice of Primary Care Provider

          i)   Explanation of the role of PCP as a coordinator of care, giving
               some examples, and how to choose one for self and family.

          ii)  How to make an appointment with the PCP, importance of base line
               physical, immunizations and well-child care.

          iii) Explanation of different types of PCPs, i.e., family
               practitioner, pediatrician, internist, etc.

          iv)  Notification that the Contractor will assign the Enrollee to a
               PCP if one is not chosen in thirty (30) days.

          v)   OB/GYN choice rules for women.

     e)   Changing Primary Care Provider

          i)   Explanation of the Contractor's policy, timeframes, and process
               related to an Enrollee changing his or her PCP. (Enrollees may
               change PCPs thirty (30) days after the initial appointment with
               their PCP, and the Contractor may elect to limit the Enrollee to
               changing PCPs without cause to once every six months.)

          ii)  Explanation of process for changing OB/GYN when applicable.

          iii) Explanation of requirements for choosing a specialist as PCP.

     f)   Referrals to Specialists (Participating or Non-Participating)

          i)   Explanation of specialist care and how referrals are
               accomplished.

          ii)  Explanation of the process for changing specialists.


                                   APPENDIX E
                                 October 1, 2005
                                       E-4

<PAGE>

          iii) Explanation of self-referral services, i.e., OB/GYN services, HIV
               counseling and testing, eye exams, etc.

          iv)  Notice that an Enrollee may obtain a referral to a
               Non-Participating Provider when the Contractor does not have a
               Participating Provider with appropriate training or experience to
               meet the needs of the Enrollee and the procedure for obtaining
               such referrals.

          v)   Notice that an Enrollee with a condition that requires ongoing
               care from a specialist may request a standing referral to such a
               specialist and the procedure for obtaining such referrals.

          vi)  Notice that an Enrollee with a life-threatening condition or
               disease or a degenerative and disabling condition or disease,
               either of which requires specialized medical care over a
               prolonged period of time, may request access to a specialist
               possessing the credentials to be responsible for providing or
               coordinating the Enrollee's medical care; and the procedure for
               obtaining such a specialist.

          vii) Notice that an Enrollee with a life-threatening condition or
               disease, or a degenerative and disabling condition or disease,
               either of which requires specialized medical care over a
               prolonged period of time, may request access to a specialty care
               center; and the procedure for obtaining such access.

     g)   Covered and Non-Covered Services

          i)   Benefits and services covered by the Contractor's MMC or FHPlus
               product, including benefit maximums and limits.

          ii)  Definition of medical necessity, as defined in this Agreement,
               and its use to determine whether benefits will be covered.

          iii) Medicaid covered services that are not covered by the
               Contractor's MMC product or are excluded from the MMC Program,
               and how to access these services. (MMC Program Member Handbooks
               only.)

          iv)  A description of services not covered by MMC, Medicaid
               fee-for-service or the FHPlus Programs.

          v)   Prior Authorization and other requirements for obtaining
               treatments and services.

          vi)  Access to Family Planning and Reproductive Health services, and
               for MMC Program Member Handbooks, the Free Access policy for MMC
               Enrollees, pursuant to Appendix C of this Agreement.


                                   APPENDIX E
                                 October 1, 2005
                                       E-5

<PAGE>

          vii) HIV counseling and testing free access policy. (MMC Program
               Member Handbooks only.)

          viii) Direct access policy for dental services provided at Article 28
               clinics operated by academic dental centers when dental is in the
               Benefit Package. (MMC Program Member Handbooks only.)

          ix)  The Contractor's policy relating to emergent and non-emergent
               transportation, including who to call and what to do if the
               Contractor's MMC product does not cover emergent or non-emergent
               transportation. (MMC Program Member Handbooks only.)

          x)   For FHPlus Program Member Handbooks, coverage of emergent
               transportation and what to do if needed.

          xi)  Contractor's toll-free number for Enrollees to call for more
               information.

          xii) Any cost-sharing (e.g., copays for Contractor covered services).

     h)   Out of Area Coverage

          Explanation of what to do and who to call if medical care is required
          when Enrollee is out of his or her county of fiscal responsibility or
          the Contractor's service area.

     i) Emergency and Post Stabilization Care Access

          i)   Definition of Emergency Services, as defined in law and
               regulation, including examples of situations that constitute an
               emergency and situations that do not.

          ii)  What to do in an emergency, including notice that services in a
               true emergency are not subject to prior approval.

          iii) A phone number to call if the PCP is not available.

          iv)  Explanation of what to do in non-emergency situations (PCP,
               urgent care, etc.).

          v)   Locations where the Contractor provides Emergency Services and
               Post-stabilization Care Services.

          vi)  Notice to Enrollees that in a true emergency they may access
               services at any provider of Emergency Services.

          vii) Definition of Post-Stabilization care services and how to access
               them.


                                   APPENDIX E
                                 October 1, 2005
                                       E-6

<PAGE>

     j)   Actions and Utilization Review

          i)   Circumstances under which Actions and utilization review will be
               undertaken (in accordance with Appendix F of this Agreement).

          ii)  Toll-free telephone number of the utilization review department
               or subcontractor.

          iii) Time frames in which Actions and UR determinations must be made
               for prospective, retrospective, and concurrent reviews.

          iv)  Right to reconsideration.

          v)   Right to file an Action Appeal, orally or in writing, including
               expedited and standard Action Appeals processes and the
               timeframes for Action Appeals.

          vi)  Right to designate a representative.

          vii) A notice that all Adverse Determinations will be made by
               qualified clinical personnel and that all notices will include
               information about the basis of the determination, and further
               Action Appeal rights (if any).

     k)   Enrollment and Disenrollment Procedures

          i)   Where appropriate, explanation of Lock-In requirements and when
               an Enrollee may change to another MCO, or for MMC Enrollees if
               permitted, return to Medicaid fee-for-service, for Good Cause, as
               defined in Appendix H of this Agreement.

          ii)  Procedures for Disenrollment.

          iii) LDSS or Enrollment Broker as appropriate phone number for
               information on Enrollment and Disenrollment.

     l)   Rights and Responsibilities of Enrollees

          i)   Explanation of what an Enrollee has the right to expect from the
               Contractor in the way of medical care and treatment of the
               Enrollee as specified in Section 13.7 of this Agreement.

          ii)  General responsibilities of the Enrollee.

          iii) Enrollee's potential financial responsibility for payment when
               services are furnished by a Non-Participating Provider or are
               furnished by any provider without required authorization or when
               a procedure, treatment, or service is not a covered benefit. Also
               note exceptions such as family planning and HIV
               counseling/testing.


                                   APPENDIX E
                                 October 1, 2005
                                       E-7

<PAGE>

          iv)  Enrollee's rights under State law to formulate advance
               directives.

          v)   The manner in which Enrollees may participate in the development
               of Contractor policies.

     m)   Language

          Description of how the Contractor addresses the needs of non-English
          speaking Enrollees.

     n)   Grievance Procedures (Complaints)

          i)   Right to file a Complaint regarding any dispute between the
               Contractor and an Enrollee (in accordance with Appendix F of the
               Agreement).

          ii)  Right to file a Complaint orally.

          iii) The Contractor's toll-free number for filing oral Complaints.

          iv)  Time frames and circumstances for expedited and standard
               Complaints.

          v)   Right to appeal a Complaint determination and the procedures for
               filing a Complaint Appeal.

          vi)  Time frames and circumstances for expedited and standard
               Complaint Appeals

          vii) Right to designate a representative.

          viii) A notice that all determinations involving clinical disputes
               will be made by qualified clinical personnel and that all notices
               will include information about the basis of the determination,
               and further appeal rights (if any).

          ix)  SDOH's toll-free number for medically related Complaints.

          x)   New York State Insurance Department number for certain complaints
               relating to billing.

     o)   Fair Hearing

          i)   An explanation that the Enrollee has a right to a State fair
               hearing and aid to continue in some situations and that the
               Enrollee may be required to repay the Contractor for services
               received if the fair hearing decision is adverse to the Enrollee.

          ii)  A description of situations when the Enrollee may ask for a fair
               hearing as described in Section 25 of this Agreement, including:
               a SDOH or LDSS decision


                                   APPENDIX E
                                 October 1, 2005
                                       E-8

<PAGE>

               about the Enrollee staying in or leaving the Contractor's MMC or
               FHPlus product; a Contractor determination that stops or limits
               Medicaid benefits; and a Contractor's Complaint determination
               that upholds a provider's decision not to order
               Enrollee-requested services.

          iii) An explanation of how to request a fair hearing (assistance
               through member services, LDSS, State fair hearing contact).

     p)   External Appeals

          i)   A description of circumstances under which an Enrollee may
               request an External Appeal.

          ii)  Timeframes for applying for External Appeal and for
               decision-making.

          iii) How and where to apply for an expedited appeal.

          iv)  A description of the expedited External Appeal timeframe.

          v)   The process for Contractor and Enrollee to agree on waiving the
               Contractor's internal UR Appeals process.

     q)   Payment Methodologies

          Description prepared annually of the types of methodologies the
          Contractor uses to reimburse providers, specifying the type of
          methodology used to reimburse particular types of providers or for the
          provision of particular types of services.

     r)   Physician Incentive Plan Arrangements

          The Member Handbook must contain a statement indicating the Enrollees
          and Prospective Enrollees are entitled to ask if the Contractor has
          special financial arrangements with physicians that can affect the use
          of referrals and other services that they might need and how to obtain
          this information.

     s)   How and Where to Get More Information

          i)   How to access a member services representative through a
               toll-free number.

          ii)  How and when to contact LDSS for assistance.

5.   OTHER INFORMATION AVAILABLE UPON ENROLLEE'S REQUEST

     a)   Information on the structure and operation of the Contractor's
          organization. List of the names, business addresses, and official
          positions of the membership of the board of directors, officers,
          controlling persons, owners or partners of the Contractor.


                                   APPENDIX E
                                 October 1, 2005
                                       E-9

<PAGE>

     b)   Copy of the most recent annual certified financial statement of the
          Contractor, including a balance sheet and summary of receipts and
          disbursements prepared by a CPA.

     c)   Copy of the most recent individual, direct pay subscriber contracts.

     d)   Information relating to consumer complaints compiled pursuant to
          Section 210 of the SIL.

     e)   Procedures for protecting the confidentiality of medical records and
          other Enrollee information.

     f)   Written description of the organizational arrangements and ongoing
          procedures of the Contractor's quality assurance program.

     g)   Description of the procedures followed by the Contractor in making
          determinations about the experimental or investigational nature of
          medical devices, or treatments in clinical trials.

     h)   Individual health practitioner affiliations with Participating
          hospitals.

     i)   Specific written clinical review criteria relating to a particular
          condition or disease and, where appropriate, other clinical
          information which the Contractor might consider in its Service
          Authorization or utilization review process.

     j)   Written application procedures and minimum qualification requirements
          for health care providers to be considered by the Contractor.

     k)   Upon request, the Contractor is required to provide the following
          information on the incentive arrangements affecting Participating
          Providers to Enrollees, previous Enrollees and Prospective Enrollees:

          i)   Whether the Contractor's Provider Agreements or subcontracts
               include Physician Incentive Plans (PIP) that affect the use of
               referral services.

          ii)  Information on the type of incentive arrangements used.

          iii) Whether stop-loss protection is provided for physicians and
               physicians groups.

          iv)  If the Contractor is at substantial financial risk, as defined in
               the PIP regulations, a summary of the required customer
               satisfaction survey results.


                                   APPENDIX E
                                 October 1, 2005
                                      E-10

<PAGE>

                                   APPENDIX F

                       NEW YORK STATE DEPARTMENT OF HEALTH
                    ACTION AND GRIEVANCE SYSTEM REQUIREMENTS
                           FOR MMC AND FHPLUS PROGRAMS

F.1  ACTION REQUIREMENTS

F.2  GRIEVANCE SYSTEM REQUIREMENTS


                                   APPENDIX F
                                 October 1, 2005
                                       F-1

<PAGE>

                                       F.1

                              ACTION REQUIREMENTS

1.   DEFINITIONS

     a)   Service Authorization Request means a request by an Enrollee, or a
          provider on the Enrollee's behalf, to the Contractor for the provision
          of a service, including a request for a referral or for a non-covered
          service.

          i)   Prior Authorization Request is a Service Authorization Request by
               the Enrollee, or a provider on the Enrollee's behalf, for
               coverage of a new service, whether for a new authorization period
               or within an existing authorization period, before such service
               is provided to the Enrollee.

          ii)  Concurrent Review Request is a Service Authorization Request by
               an Enrollee, or a provider on Enrollee's behalf, for continued,
               extended or more of an authorized service than what is currently
               authorized by the Contractor.

     b)   Service Authorization Determination means the Contractor's approval or
          denial of a Service Authorization Request.

     c)   Adverse Determination means a denial of a Service Authorization
          Request by the Contractor on the basis that the requested service is
          not Medically Necessary or an approval of a Service Authorization
          Request is in an amount, duration, or scope that is less than
          requested.

     d)   An Action means an activity of a Contractor or its subcontractor that
          results in:

          i)   the denial or limited authorization of a Service Authorization
               Request, including the type or level of service;

          ii)  the reduction, suspension, or termination of a previously
               authorized service;

          iii) the denial, in whole or in part, of payment for a service;

          iv)  failure to provide services in a timely manner as defined by
               applicable State law and regulation and Section 15 of this
               Agreement; or

          v)   failure of the Contractor to act within the timeframes for
               resolution and notification of determinations regarding
               Complaints, Action Appeals and Complaint Appeals provided in this
               Appendix.


                                   APPENDIX F
                                 October 1, 2005
                                       F-2

<PAGE>

2.   GENERAL REQUIREMENTS

     a)   The Contractor's policies and procedures for Service Authorization
          Determinations and utilization review determinations shall comply with
          42 CFR Part 438 and Article 49 of the PHL, including but not limited
          to the following:

          i)   Expedited review of a Service Authorization Request must be
               conducted when the Contractor determines or the provider
               indicates that a delay would seriously jeopardize the Enrollee's
               life or health or ability to attain, maintain, or regain maximum
               function. The Enrollee may request expedited review of a Prior
               Authorization Request or Concurrent Review Request. If the
               Contractor denies the Enrollee's request for expedited review,
               the Contractor must handle the request under standard review
               timeframes.

          ii)  Any determination to deny a Service Authorization Request or to
               authorize a service in an amount, duration, or scope that is less
               than requested, must be made by a licensed, certified, or
               registered health care professional. If such Adverse
               Determination was based on medical necessity, the determination
               must be made by a clinical peer reviewer as defined by PHL
               Section 4900(2)(a).

          iii) The Contractor is required to provide notice by phone and in
               writing to the Enrollee and to the provider of Service
               Authorization Determinations, whether adverse or not, within the
               timeframe specified in Section 3 below. Notice to the provider
               must contain the same information as the Notice of Action for the
               Enrollee.

          iv)  The Contractor is required to provide the Enrollee written notice
               of any Action other than a Service Authorization Determinations
               within the timeframe specified in Section 4 below.

3.   TIMEFRAMES FOR SERVICE AUTHORIZATION DETERMINATIONS

     a)   For Prior Authorization Requests, the Contractor must make a Service
          Authorization Determination and notice the Enrollee of the
          determination by phone and in writing as fast as the Enrollee's
          condition requires and no more than:

          i)   In the case of an expedited review, three (3) business days after
               receipt of the Service Authorization Request; or

          ii)  In all other cases, within three (3) business days of receipt of
               necessary information, but no more than fourteen (14) days after
               receipt of the Service Authorization request.

     b)   For Concurrent Review Requests, the Contractor must make a Service
          Authorization Determination and notice the Enrollee of the
          determination by phone and in writing as fast as the Enrollee's
          condition requires and no more than:


                                   APPENDIX F
                                 October 1, 2005
                                       F-3

<PAGE>

          i)   In the case of an expedited review, one (1) business day after
               receipt of necessary information but no more than three (3)
               business days after receipt of the Service Authorization Request;
               or

          ii)  In all other cases, within one (1) business day of receipt of
               necessary information, but no more than fourteen (14) days after
               receipt of the Service Authorization Request.

     c)   Timeframes for Service Authorization Determinations may be extended
          for up to fourteen (14) days if:

          i)   the Enrollee, the Enrollee's designee, or the EnroLlee's provider
               requests an extension orally or in writing; or

          ii)  The Contractor can demonstrate or substantiate that there is a
               need for additional information and how the extension is in the
               Enrollee's interest. The Contractor must send notice of the
               extension to the Enrollee. The Contractor must maintain
               sufficient documentation of extension determinations to
               demonstrate, upon SDOH's request, that the extension was
               justified.

     d)   If the Contractor extended its review as provided in paragraph 3(c)
          above, the Contractor must make a Service Authorization Determination
          and notice the Enrollee by phone and in writing as fast as the
          Enrollee's condition requires and within three (3) business days after
          receipt of necessary information for Prior Authorization Requests or
          within one (1) business day after receipt of necessary information for
          Concurrent Review Requests, but in no event later than the date the
          extension expires.

4.   TIMEFRAMES FOR NOTICES OF ACTIONS OTHER THAN SERVICE AUTHORIZATIONS
     DETERMINATIONS

     a)   When the Contractor intends to reduce, suspend, or terminate a
          previously authorized service within an authorization period, it must
          provide the Enrollee with a written notice at least ten (10) days
          prior to the intended Action, except:

          i)   the period of advance notice is shortened to five (5) days in
               cases of confirmed Enrollee fraud; or

          ii)  the Contractor may mail notice not later than date of the Action
               for the following:

               A)   the death of the Enrollee;

               B)   a signed written statement from the Enrollee requesting
                    service termination or giving information requiring
                    termination or reduction of services (where the Enrollee
                    understands that this must be the result of supplying the
                    information);

               C)   the Enrollee's admission to an institution where the
                    Enrollee is ineligible for further services;

               D)   the Enrollee's address is unknown and mail directed to the
                    Enrollee is returned stating that there is no forwarding
                    address;


                                   APPENDIX F
                                 October 1, 2005
                                       F-4

<PAGE>

               E)   the Enrollee has been accepted for Medicaid services by
                    another jurisdiction; or

               F)   the Enrollee's physician prescribes a change in the level of
                    medical care.

     b)   The Contractor must mail written notice to the Enrollee on the date of
          the Action when the Action is denial of payment, in whole or in part,
          except as provided in paragraph F.I 6(b) below.

     c)   When the Contractor does not reach a determination within the Service
          Authorization Determination timeframes described above, it is
          considered an Adverse Determination, and the Contractor must send
          notice of Action to the Enrollee on the date the timeframes expire.

5.   FORMAT AND CONTENT OF NOTICES

     a)   The Contractor shall ensure that all notices are in writing, in easily
          understood language and are accessible to non-English speaking and
          visually impaired Enrollees. Notices shall include that oral
          interpretation and alternate formats of written material for Enrollees
          with special needs are available and how to access the alternate
          formats.

          i)   Notice to the Enrollee that the Enrollee's request for an
               expedited review has been denied shall include that the request
               will be reviewed under standard timeframes, including a
               description of the timeframes.

          ii)  Notice to the Enrollee regarding a Contractor-initiated extension
               shall include:

               A)   the reason for the extension;

               B)   an explanation of how the delay is in the best interest of
                    the Enrollee;

               C)   any additional information the Contractor requires from any
                    source to make its determination;

               D)   the right of the Enrollee to file a Complaint (as defined in
                    Appendix F.2 of this Agreement) regarding the extension;

               E)   the process for filing a Complaint with the Contractor and
                    the timeframes within which a Complaint determination must
                    be made;

               F)   the right of an Enrollee to designate a representative to
                    file a Complaint on behalf of the Enrollee; and

               G)   the right of the Enrollee to contact the New York State
                    Department of Health regarding his or her Complaint,
                    including the SDOH's toll-free number for Complaints.

          iii) Notice to the Enrollee of an Action shall include:

               A)   the description of the Action the Contractor has taken or
                    intends to take;

               B)   the reasons for the Action, including the clinical
                    rationale, if any;

               C)   the Enrollee's right to file an Action Appeal (as defined in
                    Appendix F.2 of this Agreement), including:

                    I)   The fact that the Contractor will not retaliate or take
                         any discriminatory action against the Enrollee because
                         he/she filed an Action Appeal.


                                   APPENDIX F
                                 October 1, 2005
                                       F-5

<PAGE>

                    II)  The right of the Enrollee to designate a representative
                         to file Action Appeals on his/her behalf;

               D)   the process and timeframe for filing an Action Appeal with
                    the Contractor, including an explanation that an expedited
                    review of the Action Appeal can be requested if a delay
                    would significantly increase the risk to an Enrollee's
                    health, a toll-free number for filing an oral Action Appeal
                    and a form, if used by the Contractor, for filing a written
                    Action Appeal;

               E)   a description of what additional information, if any, must
                    be obtained by the Contractor from any source in order for
                    the Contractor to make an Appeal determination;

               F)   the timeframes within which the Action Appeal determination
                    must be made;

               G)   the right of the Enrollee to contact the New York State
                    Department of Health with his or her Complaint, including
                    the SDOH's toll-free number for Complaints; and

               H)   the notice entitled "Managed Care Action Taken" for denial
                    of benefits or for termination or reduction in benefits, as
                    applicable, containing the Enrollee's fair hearing and aid
                    continuing rights.

               I)   For Actions based on issues of Medical Necessity or an
                    experimental or investigational treatment, the notice of
                    Action shall also include:

                    I)   a clear statement that the notice constitutes the
                         initial adverse determination and specific use of the
                         terms "medical necessity" or
                         "experimental/investigational;"

                    II)  a statement that the specific clinical review criteria
                         relied upon in making the determination is available
                         upon request; and

                    III) a statement that the Enrollee may be eligible for an
                         External Appeal.

6.   CONTRACTOR OBLIGATION TO NOTICE

     a)   The Contractor must provide written Notice of Action to Enrollees and
          providers in accordance with the requirements of this Appendix,
          including, but not limited to, the following circumstances (except as
          provided for in paragraph 6(b) below):

          i)   the Contractor makes a coverage determination or denies a request
               for a referral, regardless of whether the Enrollee has received
               the benefit;

          ii)  the Contractor determines that a service does not have
               appropriate authorization;

          iii) the Contractor denies a claim for services provided by a
               Non-Participating Provider for any reason;

          iv)  the Contractor denies a claim or service due to medical
               necessity;

          v)   the Contractor rejects a claim or denies payment due to a late
               claim submission;

          vi)  the Contractor denies a claim because it has determined that the
               Enrollee was not eligible for MMC or FHPlus coverage on the date
               of service;


                                   APPENDIX F
                                 October 1, 2005
                                       F-6

<PAGE>

          vii) the Contractor denies a claim for service rendered by a
               Participating Provider due to lack of a referral;

          viii) the Contractor denies a claim because it has determined it is
               not the appropriate payor; or

          ix)  the Contractor denies a claim due to a Participating Provider
               billing for Benefit Package services not included in the Provider
               Agreement between the Contractor and the Participating Provider.

     b)   The Contractor is not required to provide written Notice of Action to
          Enrollees in the following circumstances:

          i)   When there is a prepaid capitation arrangement with a
               Participating Provider and the Participating Provider submits a
               fee-for-service claim to the Contractor for a service that falls
               within the capitation payment;

          ii)  if a Participating Provider of the Contractor itemizes or
               "unbundles" a claim for services encompassed by a previously
               negotiated global fee arrangement;

          iii) if a duplicate claim is submitted by the Enrollee or a
               Participating Provider, no notice is required, provided an
               initial notice has been issued;

          iv)  if the claim is for a service that is carved-out of the MMC
               Benefit Package and is provided to a MMC Enrollee through
               Medicaid fee-for-service, however, the Contractor should notify
               the provider to submit the claim to Medicaid;

          v)   if the Contractor makes a coding adjustment to a claim (up-coding
               or down-coding) and its Provider Agreement with the Participating
               Provider includes a provision allowing the Contractor to make
               such adjustments;

          vi)  if the Contractor has paid the negotiated amount reflected in the
               Provider Agreement with a Participating Provider for the services
               provided to the Enrollee and denies the Participating Provider's
               request for additional payment; or

          vii) if the Contractor has not yet adjudicated the claim. If the
               Contractor has pended the claim while requesting additional
               information, a notice is not required until the coverage
               determination has been made.


                                   APPENDIX F
                                 October 1, 2005
                                       F-7

<PAGE>

                                       F.2

                          GRIEVANCE SYSTEM REQUIREMENTS

1.   DEFINITIONS

     a)   A Grievance System means the Contractor's Complaint and Appeal
          process, and includes a Complaint and Complaint Appeal process, a
          process to appeal Actions, and access to the State's fair hearing
          system.

     b)   For the purposes of this Agreement, a Complaint means an Enrollee's
          expression of dissatisfaction with any aspect of his or her care other
          than an Action. A "Complaint" means the same as a "grievance" as
          defined by 42 CFR Section 438.400 (b).

     c)   An Action Appeal means a request for a review of an Action.

     d)   A Complaint Appeal means a request for a review of a Complaint
          determination.

     e)   An Inquiry means a written or verbal question or request for
          information posed to the Contractor with regard to such issues as
          benefits, contracts, and organization rules. Neither Enrollee
          Complaints nor disagreements with Contractor determinations are
          Inquiries.

2.   GRIEVANCE SYSTEM - GENERAL REQUIREMENTS

     a)   The Contractor shall describe its Grievance System in the Member
          Handbook, and it must be accessible to non-English speaking, visually,
          and hearing impaired Enrollees. The handbook shall comply with Section
          13.4 and The Member Handbook Guidelines (Appendix E) of this
          Agreement.

     b)   The Contractor will provide Enrollees with any reasonable assistance
          in completing forms and other procedural steps for filing a Complaint,
          Complaint Appeal or Action Appeal, including, but not limited to,
          providing interpreter services and toll-free numbers with TTY/TDD and
          interpreter capability.

     c)   The Enrollee may designate a representative to file Complaints,
          Complaint Appeals and Action Appeals on his/her behalf.

     d)   The Contractor will not retaliate or take any discriminatory action
          against the Enrollee because he/she filed a Complaint, Complaint
          Appeal or Action Appeal.


                                   APPENDIX F
                                 October 1, 2005
                                       F-8

<PAGE>

     e)   The Contractor's procedures for accepting Complaints, Complaint
          Appeals and Action Appeals shall include:

          i)   toll-free telephone number;

          ii)  designated staff to receive calls;

          iii) "live" phone coverage at least 40 hours a week during normal
               business hours;

          iv)  a mechanism to receive after hours calls, including either:

               A)   a telephone system available to take calls and a plan to
                    respond to all such calls no later than on the next business
                    day after the calls were recorded; or

               B)   a mechanism to have available on a twenty-four (24) hour,
                    seven (7) day a week basis designated staff to accept
                    telephone Complaints, whenever a delay would significantly
                    increase the risk to an Enrollee's health.

     f)   The Contractor must ensure that personnel making determinations
          regarding Complaints, Complaint Appeals and Action Appeals were not
          involved in previous levels of review or decision-making. If any of
          the following applies, determinations must be made by qualified
          clinical personnel as specified in this Appendix:

          i)   A denial of an Action Appeal based on lack of medical necessity.

          ii)  A Complaint regarding denial of expedited resolution of an Action
               Appeal.

          iii) A Complaint, Complaint Appeal, or Action Appeal that involves
               clinical issues.

3.   ACTION APPEALS PROCESS

     a)   The Contractor's Action Appeals process shall indicate the following
          regarding resolution of Appeals of an Action:

          i)   The Enrollee, or his or her designee, will have no less than
               sixty (60) business days from the date of the notice of Action to
               file an Action Appeal. An Enrollee filing an Action Appeal within
               ten (10) days of the notice of Action or by the intended date of
               an Action, whichever is later, that involves the reduction,
               suspension, or termination of previously approved services may
               request "aid continuing" in accordance with Section 25.4 of this
               Agreement.

          ii)  The Enrollee may file a written Action Appeal or an oral Action
               Appeal. Oral Action Appeals must be followed by a written,
               signed, Action Appeal. The Contractor may provide a written
               summary of an oral Action Appeal to the Enrollee (with the
               acknowledgement or separately) for the Enrollee to review, modify
               if needed, sign and return to the Contractor. If the Enrollee or
               provider requests expedited resolution of the Action Appeal, the
               oral Action Appeal does


                                   APPENDIX F
                                 October 1, 2005
                                       F-9

<PAGE>

               not need to be confirmed in writing. The date of the oral filing
               of the Action Appeal will be the date of the Action Appeal for
               the purposes of the timeframes for resolution of Action Appeals.
               Action Appeals resulting from a Concurrent Review must be handled
               as an expedited Action Appeal.

          iii) The Contractor must send a written acknowledgement of the Action
               Appeal within fifteen (15) days of receipt. If a determination is
               reached before the written acknowledgement is sent, the
               Contractor may include the written acknowledgement with the
               notice of Action Appeal determination (one notice).

          iv)  The Contractor must provide the Enrollee reasonable opportunity
               to present evidence, and allegations of fact or law, in person as
               well as in writing. The Contractor must inform the Enrollee of
               the limited time to present such evidence in the case of an
               expedited Action Appeal. The Contractor must allow the Enrollee
               or his or her designee, both before and during the Action Appeals
               process, to examine the Enrollee's case file, including medical
               records and any other documents and records considered during the
               Action Appeals process. The Contractor will consider the
               Enrollee, his or her designee, or legal estate representative of
               a deceased Enrollee a party to the Action Appeal.

          v)   The Contractor must have a process for handling expedited Action
               Appeals. Expedited resolution of the Action Appeal must be
               conducted when the Contractor determines or the provider
               indicates that a delay would seriously jeopardize the Enrollee's
               life or health or ability to attain, maintain, or regain maximum
               function. The Enrollee may request an expedited review of an
               Action Appeal. If the Contractor denies the Enrollee's request
               for an expedited review, the Contractor must handle the request
               under standard Action Appeal resolution timeframes, make
               reasonable efforts to provide prompt oral notice of the denial to
               the Enrollee and send written notice of the denial within two (2)
               days of the denial determination.

          vi)  The Contractor must ensure that punitive action is not taken
               against a provider who either requests an expedited resolution or
               supports an Enrollee's Appeal.

          vii) Action Appeals of clinical matters must be decided by personnel
               qualified to review the Action Appeal, including licensed,
               certified or registered health care professionals who did not
               make the initial determination, at least one of whom must be a
               clinical peer reviewer, as defined by PHL Section 4900(2)(a).
               Action Appeals of non-clinical matters shall be determined by
               qualified personnel at a higher level than the personnel who made
               the original determination.

4.   TIMEFRAMES FOR RESOLUTION OF ACTION APPEALS

     a)   The Contractor's Action Appeals process shall indicate the following
          specific timeframes regarding Action Appeal resolution:


                                   APPENDIX F
                                 October 1, 2005
                                      F-10

<PAGE>

          i)   The Contractor will resolve Action Appeals as fast as the
               Enrollee's condition requires, and no later than thirty (30) days
               from the date of the receipt of the Action Appeal.

          ii)  The Contractor will resolve expedited Action Appeals as fast as
               the Enrollee's condition requires, within two (2) business days
               of receipt of necessary information and no later than three (3)
               business days of the date of the receipt of the Action Appeal.

          iii) Timeframes for Action Appeal resolution may be extended for up to
               fourteen (14) days if:

               A)   the Enrollee, his or her designee, or the provider requests
                    an extension orally or in writing; or

               B)   the Contractor can demonstrate or substantiate that there is
                    a need for additional information and the extension is in
                    the Enrollee's interest. The Contractor must send notice of
                    the extension to the Enrollee. The Contractor must maintain
                    sufficient documentation of extension determinations to
                    demonstrate, upon SDOH's request, that the extension was
                    justified.

          iv)  The Contractor will make a reasonable effort to provide oral
               notice to the Enrollee, his or her designee, and the provider
               where appropriate, for expedited Action Appeals at the time the
               Action Appeal determination is made.

          v)   The Contractor must send written notice to the Enrollee, his or
               her designee, and the provider where appropriate, within two (2)
               business days of the Action Appeal determination.

5.   ACTION APPEAL NOTICES

     a)   The Contractor shall ensure that all notices are in writing and in
          easily understood language and are accessible to non-English speaking
          and visually impaired Enrollees. Notices shall include that oral
          interpretation and alternate formats of written material for Enrollees
          with special needs are available and how to access the alternate
          formats.

          i)   Notice to the Enrollee that the Enrollee's request for an
               expedited Action Appeal has been denied shall include that the
               request will be reviewed under standard Action Appeal timeframes,
               including a description of the timeframes. This notice may be
               combined with the acknowledgement.

          ii)  Notice to the Enrollee regarding an Contractor-initiated
               extension shall include:

               A)   the reason for the extension;

               B)   an explanation of how the delay is in the best interest of
                    the Enrollee;

               C)   any additional information the Contractor requires from any
                    source to make its determination;

               D)   the right of the Enrollee to file a Complaint regarding the
                    extension;


                                   APPENDIX F
                                 October 1, 2005
                                      F-11

<PAGE>

               E)   the process for filing a Complaint with the Contractor and
                    the timeframes within which a Complaint determination must
                    be made;

               F)   the right of an Enrollee to designate a representative to
                    file a Complaint on behalf of the Enrollee; and

               G)   the right of the Enrollee to contact the New York State
                    Department of Health regarding his or her their Complaint,
                    including the SDOH's toll-free number for Complaints.

          iii) Notice to the Enrollee of Action Appeal Determination shall
               include:

               A)   Date the Action Appeal was filed and a summary of the Action
                    Appeal;

               B)   Date the Action Appeal process was completed;

               C)   the results and the reasons for the determination, including
                    the clinical rationale, if any;

               D)   If the determination was not in favor of the Enrollee, a
                    description of Enrollee's fair hearing rights, if
                    applicable;

               E)   the right of the Enrollee to contact the New York State
                    Department of Health regarding his or her Complaint,
                    including the SDOH's toll-free number for Complaints; and

               F)   For Action Appeals involving Medical Necessity or an
                    experimental or investigational treatment, the notice must
                    also include:

                    I)   a clear statement that the notice constitutes the final
                         adverse determination and specifically use the terms
                         "medical necessity" or "experimental/investigational;"

                    II)  the Enrollee's coverage type;

                    III) the procedure in question, and if available and
                         applicable the name of the provider and
                         developer/manufacturer of the health care service;

                    IV)  statement that the Enrollee is eligible to file an
                         External Appeal and the timeframe for filing;

                    V)   a copy of the "Standard Description and Instructions
                         for Health Care Consumers to Request an External
                         Appeal" and the External Appeal application form;

                    VI)  the Contractor's contact person and telephone number;

                    VII) the contact person, telephone number, company name and
                         full address of the utilization review agent, if the
                         determination was made by the agent; and

                    VIII) if the Contractor has a second level internal review
                         process, the notice shall contain instructions on how
                         to file a second level Action Appeal and a statement in
                         bold text that the timeframe for requesting an External
                         Appeal begins upon receipt of the final adverse
                         determination of the first level Action Appeal,
                         regardless of whether or not a second level of Action
                         Appeal is requested, and that by choosing to request a
                         second level Action Appeal, the time may expire for the
                         Enrollee to request an External Appeal.


                                   APPENDIX F
                                 October 1, 2005
                                      F-12

<PAGE>

6.   COMPLAINT PROCESS

     a)   The Contractor' Complaint process shall include the following
          regarding the handling of Enrollee Complaints:

          i)   The Enrollee, or his or her designee, may file a Complaint
               regarding any dispute with the Contractor orally or in writing.
               The Contractor may have requirements for accepting written
               Complaints either by letter or Contractor supplied form. The
               Contractor cannot require an Enrollee to file a Complaint in
               writing.

          ii)  The Contractor must provide written acknowledgment of any
               Complaint not immediately resolved, including the name, address
               and telephone number of the individual or department handling the
               Complaint, within fifteen (15) business days of receipt of the
               Complaint. The acknowledgement must identify any additional
               information required by the Contractor from any source to make a
               determination. If a Complaint determination is made before the
               written acknowledgement is sent, the Contractor may include the
               acknowledgement with the notice of the determination (one
               notice).

          iii) Complaints shall be reviewed by one or more qualified personnel.

          iv)  Complaints pertaining to clinical matters shall be reviewed by
               one or more licensed, certified or registered health care
               professionals in addition to whichever non-clinical personnel the
               Contractor designates.

7.   TIMEFRAMES FOR COMPLAINT RESOLUTION BY THE CONTRACTOR

     a)   The Contractor's Complaint process shall indicate the following
          specific timeframes regarding Complaint resolution:

          i)   If the Contractor immediately resolves an oral Complaint to the
               Enrollee's satisfaction, that Complaint may be considered
               resolved without any additional written notification to the
               Enrollee. Such Complaints must be logged by the Contractor and
               included in the Contractor's quarterly HPN Complaint report
               submitted to SDOH in accordance with Section 18 of this
               Agreement.

          ii)  Whenever a delay would significantly increase the risk to an
               Enrollee's health, Complaints shall be resolved within
               forty-eight (48) hours after receipt of all necessary information
               and no more than seven (7) days from the receipt of the
               Complaint.

          iii) All other Complaints shall be resolved within forty-five (45)
               days after the receipt of all necessary information and no more
               than sixty (60) days from receipt of the Complaint. The
               Contractor shall maintain reports of Complaints unresolved after
               forty-five (45) days in accordance with Section 18 of this
               Agreement.


                                   APPENDIX F
                                 October 1, 2005
                                      F-13

<PAGE>

8.   COMPLAINT DETERMINATION NOTICES

     a)   The Contractor's procedures regarding the resolution of Enrollee
          Complaints shall include the following:

          i)   Complaint Determinations by the Contractor shall be made in
               writing to the Enrollee or his/her designee and include:

               A)   the detailed reasons for the determination;

               B)   in cases where the determination has a clinical basis, the
                    clinical rationale for the determination;

               C)   the procedures for the filing of an appeal of the
                    determination, including a form, if used by the Contractor,
                    for the filing of such a Complaint Appeal; and notice of the
                    right of the Enrollee to contact the State Department of
                    Health regarding his or her Complaint, including SDOH's
                    toll-free number for Complaints.

          ii)  If the Contractor was unable to make a Complaint determination
               because insufficient information was presented or available to
               reach a determination, the Contractor will send a written
               statement that a determination could not be made to the Enrollee
               on the date the allowable time to resolve the Complaint has
               expired.

          iii) In cases where delay would significantly increase the risk to an
               Enrollee's health, the Contractor shall provide notice of a
               determination by telephone directly to the Enrollee or to the
               Enrollee's designee, or when no phone is available, some other
               method of communication, with written notice to follow within
               three (3) business days.

9.   COMPLAINT APPEALS

     a)   The Contractor's procedures regarding Enrollee Complaint Appeals shall
          include the following:

          i)   The Enrollee or designee has no less than sixty (60) business
               days after receipt of the notice of the Complaint determination
               to file a written Complaint Appeal. Complaint Appeals may be
               submitted by letter or by a form provided by the Contractor.

          ii)  Within fifteen (15) business days of receipt of the Complaint
               Appeal, the Contractor shall provide written acknowledgment of
               the Complaint Appeal, including the name, address and telephone
               number of the individual designated to respond to the Appeal. The
               Contractor shall indicate what additional information, if any,
               must be provided for the Contractor to render a determination.

          iii) Complaint Appeals of clinical matters must be decided by
               personnel qualified to review the Appeal, including licensed,
               certified or registered health care


                                   APPENDIX F
                                 October 1, 2005
                                      F-14

<PAGE>

               professionals who did not make the initial determination, at
               least one of whom must be a clinical peer reviewer, as defined by
               PHL Section 4900(2)(a).

          iv)  Complaint Appeals of non-clinical matters shall be determined by
               qualified personnel at a higher level than the personnel who made
               the original Complaint determination.

          v)   Complaint Appeals shall be decided and notification provided to
               the Enrollee no more than:

               A)   two (2) business days after the receipt of all necessary
                    information when a delay would significantly increase the
                    risk to an Enrollee's health; or

               B)   thirty (30) business days after the receipt of all necessary
                    information in all other instances.

          vi)  The notice of the Contractor's Complaint Appeal determination
               shall include:

               A)   the detailed reasons for the determination;

               B)   the clinical rationale for the determination in cases where
                    the determination has a clinical basis;

               C)   the notice shall also inform the Enrollee of his/her option
                    to also contact the State Department of Health with his/her
                    Complaint, including the SDOH's toll-free number for
                    Complaints;

               D)   instructions for any further Appeal, if applicable.

10.  RECORDS

     a)   The Contractor shall maintain a file on each Complaint, Action Appeal
          and Complaint Appeal. These records shall be readily available for
          review by the SDOH, upon request. The file shall include:

          i)   date the Complaint was filed;

          ii)  copy of the Complaint, if written;

          iii) date of receipt of and copy of the Enrollee's written
               confirmation, if any;

          iv)  log of Complaint determination including the date of the
               determination and the titles of the personnel and credentials of
               clinical personnel who reviewed the Complaint;

          v)   date and copy of the Enrollee's Action Appeal or Complaint
               Appeal;

          vi)  Enrollee or provider requests for expedited Action Appeals and
               Complaint Appeals and the Contractor's determination;

          vii) necessary documentation to support any extensions;


                                   APPENDIX F
                                 October 1, 2005
                                      F-15

<PAGE>

          viii) determination and date of determination of the Action Appeals
               and Complaint Appeals;

          ix)  the titles and credentials of clinical staff who reviewed the
               Action Appeals and Complaint Appeals; and

          x)   Complaints unresolved for greater than forty-five (45) days.


                                   APPENDIX F
                                 October 1, 2005
                                      F-16

<PAGE>

                                   APPENDIX G

                       SDOH REQUIREMENTS FOR THE PROVISION
                         OF EMERGENCY CARE AND SERVICES


                                   APPENDIX G
                                 October 1, 2005
                                       G-l

<PAGE>

                            SDOH REQUIREMENTS FOR THE
                    PROVISION OF EMERGENCY CARE AND SERVICES

1.   DEFINITIONS

     a)   "EMERGENCY MEDICAL CONDITION" means a medical or behavioral condition,
          the onset of which is sudden, that manifests itself by symptoms of
          sufficient severity, including severe pain, that a prudent layperson,
          possessing an average knowledge of medicine and health, could
          reasonably expect the absence of immediate medical attention to result
          in:

          i)   placing the health of the person afflicted with such condition in
               serious jeopardy or, in the case of a pregnant woman, the health
               of the woman or her unborn child or, in the case of a behavioral
               condition, placing the health of the person or others in serious
               jeopardy; or

          ii)  serious impairment to such person's bodily functions; or

          iii) serious dysfunction of any bodily organ or part of such person;
               or

          iv)  serious disfigurement of such person.

     b)   "EMERGENCY SERVICES" means health care procedures, treatments or
          services needed to evaluate or stabilize an Emergency Medical
          Condition including psychiatric stabilization and medical
          detoxification from drugs or alcohol.

     c)   "POST-STABILIZATION CARE SERVICES" means covered services, related to
          an emergency medical condition, that are provided after an Enrollee is
          stabilized in order to maintain the stabilized condition, or, under
          the circumstances described in Section 3 below, to improve or resolve
          the Enrollee's condition.

2.   COVERAGE AND PAYMENT OF EMERGENCY SERVICES

     a)   The Contractor must cover and pay for Emergency Services regardless of
          whether the provider that furnishes the services has a contract with
          the Contractor.

     b)   The Contractor must advise Enrollees that they may access Emergency
          Services at any Emergency Services provider.

     c)   Prior authorization for treatment of an Emergency Medical Condition is
          never required.


                                   APPENDIX G
                                 October 1, 2005
                                       G-2

<PAGE>

     d)   The Contractor may not deny payment for treatment obtained in either
          of the following circumstances:

          i)   An Enrollee had an Emergency Medical Condition, including cases
               in which the absence of immediate medical attention would not
               have had the outcomes specified in the definition of Emergency
               Medical Condition above.

          ii)  A representative of the Contractor instructs the Enrollee to seek
               Emergency Services.

     e)   A Contractor may not:

          i)   limit what constitutes an Emergency Medical Condition based on
               lists of diagnoses or symptoms; or

          ii)  refuse to cover emergency room services based on the failure of
               the provider or the Enrollee to give the Contractor notice of the
               emergency room visit.

     f)   An Enrollee who has an Emergency Medical Condition may not be held
          liable for payment of subsequent screening and treatment needed to
          diagnose the specific condition or stabilize the patient.

     g)   The attending emergency physician, or the provider actually treating
          the Enrollee, is responsible for determining when the Enrollee is
          sufficiently stabilized for transfer or discharge, and that
          determination is binding on the Contractor for payment.

3.   COVERAGE AND PAYMENT OF POST-STABILIZATION CARE SERVICES

     a)   The Contractor is financially responsible for Post-stabilization Care
          Services furnished by a provider within or outside the Contractor's
          network when:

          i)   they are pre-approved by a Participating Provider, as authorized
               by the Contractor, or other authorized Contractor representative;

          ii)  they are not pre-approved by a Participating Provider, as
               authorized by the Contractor, or other authorized Contractor
               representative, but administered to maintain the Enrollee's
               stabilized condition within one (1) hour of a request to the
               Contractor for pre-approval of further Post-stabilization Care
               Services;

          iii) they are not pre-approved by a Participating Provider, as
               authorized by the Contractor, or other authorized Contractor
               representative, but administered to maintain, improve or resolve
               the Enrollee's stabilized condition if:

               A)   The Contractor does not respond to a request for
                    pre-approval within one (1) hour;

               B)   The Contractor cannot be contacted; or


                                   APPENDIX G
                                 October 1, 2005
                                       G-3

<PAGE>

               C)   The Contractor's representative and the treating physician
                    cannot reach an agreement concerning the Enrollee's care
                    and a plan physician is not available for consultation. In
                    this situation, the Contractor must give the treating
                    physician the opportunity to consult with a plan physician
                    and the treating physician may continue with care of the
                    patient until a plan physician is reached or one of the
                    criteria in 3(b) is met.

          iv)  The Contractor must limit charges to Enrollees for
               Post-stabilization Care Services to an amount no greater than
               what the organization would charge the Enrollee if he or she had
               obtained the services through the Contractor.

     b)   The Contractor's financial responsibility to the treating emergency
          provider for Post-stabilization Care Services it has not pre-approved
          ends when:

          i)   A plan physician with privileges at the treating hospital assumes
               responsibility for the Enrollee's care;

          ii)  A plan physician assumes responsibility for the Enrollee's care
               through transfer;

          iii) A Contractor representative and the treating physician reach an
               agreement concerning the Enrollee's care or

          iv)  The Enrollee is discharged.

4.   PROTOCOL FOR ACCEPTABLE TRANSFER BETWEEN FACILITIES

     a)   All relevant COBRA requirements must be met.

     b)   The Contractor must provide for an appropriate (as determined by the
          emergency department physician) transfer method/level with personnel
          as needed.

     c)   The Contractor must contact/arrange for an available, accepting
          physician and patient bed at the receiving institution.

     d)   If a patient is not transferred within eight (8) hours to an
          appropriate inpatient setting after the decision to admit has been
          made, then admission at the original facility is deemed authorized.

5.   TRIAGE FEES

     For emergency room services that do not meet the definition of Emergency
     Medical Condition, the Contractor shall pay the hospital a triage fee of
     $40.00 in the absence of a negotiated rate.


                                   APPENDIX G
                                 October 1, 2005
                                       G-4

<PAGE>

6.   EMERGENCY TRANSPORTATION

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


                                   APPENDIX G
                                 October 1, 2005
                                       G-5

<PAGE>

                                   APPENDIX H

                NEW YORK STATE DEPARTMENT OF HEALTH REQUIREMENTS
              FOR THE PROCESSING OF ENROLLMENTS AND DISENROLLMENTS
                         IN THE MMC AND FHPLUS PROGRAMS


                                   APPENDIX H
                                 October 1, 2005
                                       H-l

<PAGE>

                                SDOH REQUIREMENTS
              FOR THE PROCESSING OF ENROLLMENTS AND DISENROLLMENTS
                         IN THE MMC AND FHPLUS PROGRAMS

1.   GENERAL

     The Contractor's Enrollment and Disenrollment procedures shall be
     consistent with these requirements, except that to allow LDSS and the
     Contractor flexibility in developing processes that will meet the needs of
     both parties, SDOH may allow modifications to timeframes and some
     procedures. Where an Enrollment Broker exists, the Enrollment Broker may be
     responsible for some or all of the LDSS responsibilities.

2.   ENROLLMENT

     a)   SDOH Responsibilities:

          i)   The SDOH is responsible for monitoring LDSS program activities
               and providing technical assistance to the LDSS and the Contractor
               to ensure compliance with the State's policies and procedures.

          ii)  SDOH reviews and approves proposed Enrollment materials prior to
               the Contractor publishing and disseminating or otherwise using
               the materials.

     b)   LDSS Responsibilities:

          i)   The LDSS has the primary responsibility for the Enrollment
               process.

          ii)  Each LDSS determines Medicaid and FHPlus eligibility. To the
               extent practicable, the LDSS will follow up with Enrollees when
               the Contractor provides documentation of any change in status
               which may affect the Enrollee's Medicaid, FHPlus, or MMC
               eligibility.

          iii) The LDSS is responsible for coordinating the Medicaid and FHPlus
               application and Enrollment processes.

          iv)  The LDSS is responsible for providing pre-enrollment information
               to Eligible Persons, consistent with Sections 364-j(4)(e)(iv) and
               369-ee of the SSL, and the training of persons providing
               Enrollment counseling to Eligible Persons.

          v)   The LDSS is responsible for informing Eligible Persons of the
               availability of MCOs and HIV SNPs offering MMC and/or FHPlus
               products and the scope of services covered by each.

          vi)  The LDSS is responsible for informing Eligible Persons of the
               right to confidential face-to-face Enrollment counseling and will
               make confidential face-to-face sessions available upon request.


                                   APPENDIX H
                                 October 1, 2005
                                       H-2

<PAGE>

          vii) The LDSS is responsible for instructing Eligible Persons to
               verify with the medical services providers they prefer, or have
               an existing relationship with, that such medical services
               providers are Participating Providers of the selected MCO and are
               available to serve the Enrollee. The LDSS includes such
               instructions to Eligible Persons in its written materials related
               to Enrollment.

          viii) For Enrollments made during face-to-face counseling, if the
               Prospective Enrollee has a preference for particular medical
               services providers, Enrollment counselors shall verify with the
               medical services providers that such medical services providers
               whom the Prospective Enrollee prefers are Participating Providers
               of the selected MCO and are available to serve the Prospective
               Enrollee.

          ix)  The LDSS is responsible for the timely processing of managed care
               Enrollment applications, Exemptions, and Exclusions.

          x)   The LDSS is responsible for determining the status of Enrollment
               applications. Applications will be enrolled, pended or denied.
               The LDSS will notify the Contractor of the denial of any
               Enrollment applications that the Contractor assisted in
               completing and submitting to the LDSS under the circumstances
               described in 2(c)(i) of this Appendix.

          xi)  The LDSS is responsible for determining the Exemption and
               Exclusion status of individuals determined to be eligible for
               Medicaid under Title 11 of the SSL.

               A)   Exempt means an individual eligible for Medicaid under Title
                    11 of the SSL determined by the LDSS or the SDOH to be in a
                    category of persons, as specified in Section 364-j of the
                    SSL and/or New York State's Operational Protocol for the
                    Partnership Plan, that are not required to participate in
                    the MMC Program; however, individuals designated as Exempt
                    may elect to voluntarily enroll.

               B)   Excluded means an individual eligible for Medicaid under
                    Title 11 of the SSL determined by the LDSS or the SDOH to be
                    in a category of persons, as specified in Section 364-j of
                    the SSL and/or New York State's Operational Protocol for the
                    Partnership Plan, that are precluded from participating in
                    the MMC Program.

          xii) Individuals eligible for Medicaid under Title 11 of the SSL in
               the following categories will be eligible for Enrollment in the
               Contractor's MMC product at the LDSS's option, as indicated in
               Schedule 2 of Appendix M.

               A)   Foster care children in the direct care of LDSS;

               B)   Homeless persons living in shelters outside of New York
                    City.


                                   APPENDIX H
                                 October 1, 2005
                                       H-3

<PAGE>

          xiii) The LDSS is responsible for entering individual Enrollment form
               data and transmitting that data to the State's Prepaid Capitation
               Plan (PCP) Subsystem. The transfer of Enrollment information may
               be accomplished by any of the following:

               A)   LDSS directly enters data into PCP Subsystem; or

               B)   LDSS or Contractor submits a tape to the State, to be edited
                    and entered into PCP Subsystem; or

               C)   LDSS electronically transfers data, via a dedicated line or
                    Medicaid Eligibility Verification System (MEVS) to the PCP
                    Subsystem.

          xiv) The LDSS is responsible for sending the following required
               notices to Eligible Persons:

               A)   For mandatory MMC program only - Initial Notification
                    Letter: This letter informs Eligible Persons about the
                    mandatory MMC program and the timeframes for choosing a MCO
                    offering a MMC product. Included with the letter are managed
                    care brochures, an Enrollment form, and information on their
                    rights and responsibilities under this program, including
                    the option for HIV/AIDS infected individuals who are
                    categorically exempt from the mainstream MMC program to
                    enroll in an HIV SNP on a voluntary basis in LDSS
                    jurisdictions where HIV SNPs exist.

               B)   For mandatory MMC program only - Reminder Letter: A letter
                    to all Eligible Persons in a mandatory category who have not
                    responded by submitting a completed Enrollment form within
                    thirty (30) days of being sent or given an Enrollment
                    packet.

               C)   For MMC program - Enrollment Confirmation Notice for MMC
                    Enrollees: This notice indicates the Effective Date of
                    Enrollment, the name of the MCO and all individuals who are
                    being enrolled. This notice should also be used for case
                    additions and re-enrollments into the same MCO. There is no
                    requirement that an Enrollment Confirmation Notice be sent
                    to FHPlus Enrollees.

               D)   Notice of Denial of Enrollment: This notice is used when an
                    individual has been determined by LDSS to be ineligible for
                    Enrollment into the MMC or FHPlus program. This notice must
                    include fair hearing rights. This notice is not required
                    when Medicaid or FHPlus eligibility is being denied (or
                    closed).

               E)   For MMC program only - Exemption Request Forms: Exemption
                    forms are provided to MMC Eligible Persons upon request if
                    they wish to apply for an Exemption. Individuals pre-coded
                    on the system as meeting Exemption or Exclusion criteria do
                    not need to complete an Exemption request form. This notice
                    is required for mandatory MMC Eligible Persons.


                                   APPENDIX H
                                 October 1, 2005
                                       H-4

<PAGE>

               F)   For MMC program only - Exemption and Exclusion Request
                    Approval or Denial: This notice is designed to inform a
                    recipient who applied for an exemption or who failed to
                    provide documentation of exclusion criteria when requested
                    by the LDSS of the LDSS's disposition of the request,
                    including the right to a fair hearing if the request for
                    exemption or exclusion is denied. This notice is required
                    for voluntary and mandatory MMC Eligible Persons.

     c)   Contractor Responsibilities:

          i)   To the extent permitted by law and regulation, the Contractor may
               accept Enrollment forms from Potential Enrollees for the MMC
               program, provided that the appropriate education has been
               provided to the Potential Enrollee by the LDSS pursuant to
               Section 2(b) of this Appendix. In those instances, the Contractor
               will submit resulting Enrollments to the LDSS, within a maximum
               of five (5) business days from the day the Enrollment is received
               by the Contractor (unless otherwise agreed to by SDOH and LDSS).

          ii)  The Contractor must notify new MMC and FHPlus Enrollees of their
               Effective Date of Enrollment. In the event that the actual
               Effective Date of Enrollment is different from that previously
               given to the Enrollee, the Contractor must notify the Enrollee of
               the actual date of Enrollment. This may be accomplished through a
               Welcome Letter. To the extent practicable, such notification must
               precede the Effective Date of Enrollment.

          iii) The Contractor must report any changes in status for its enrolled
               members to the LDSS within five (5) business days of such
               information becoming known to the Contractor. This includes, but
               is not limited to, factors that may impact Medicaid or FHPlus
               eligibility such as address changes, verification of pregnancy,
               incarceration, third party insurance, etc.

          iv)  The Contractor shall advise Prospective Enrollees, in written
               materials related to Enrollment, to verify with the medical
               services providers they prefer, or have an existing relationship
               with, that such medical services providers are Participating
               Providers of the selected MCO and are available to serve the
               Prospective Enrollee.

          v)   The Contractor shall accept all Enrollments as ordered by the
               Office of Temporary and Disability Assistance's Office of
               Administrative Hearings due to fair hearing requests or
               decisions.

3.   NEWBORN ENROLLMENTS

     a)   The Contractor agrees to enroll and provide coverage for eligible
          newborn children effective from the time of birth.


                                   APPENDIX H
                                 October 1, 2005
                                       H-5

<PAGE>

     b)   SDOH Responsibilities:

          i)   The SDOH will update WMS with information on the newborn received
               from hospitals, consistent with the requirements of Section 366-g
               of the SSL as amended by Chapter 412 of the Laws of 1999.

          ii)  Upon notification of the birth by the hospital or birthing
               center, the SDOH will update WMS with the demographic data for
               the newborn and enroll the newborn in the mother's MCO if the
               newborn is not already enrolled, the mother's MCO offers a MMC
               product, and the newborn is not identified as SSI or SSI-related
               and therefore Excluded from the MMC Program pursuant to Section
               2(b)(xi) of this Appendix. The newborn will be retroactively
               enrolled back to the first (1st) day of the month of birth. Based
               on the transaction date of the Enrollment of the newborn on the
               PCP subsystem, the newborn will appear on either the next month's
               Roster or the subsequent month's Roster. On Rosters for upstate
               and NYC, the "PCP Effective From Date" will indicate the first
               day of the month of birth, as described in 01 OMM/ADM 5
               "Automatic Medicaid Enrollment for Newborns." If the newborn's
               Enrollment is not completed by this process, the LDSS is
               responsible for Enrollment (see (c)(iv) below).

     c)   LDSS Responsibilities:

          i)   Grant Medicaid eligibility for newborns for one (1) year if born
               to a woman eligible for and receiving Medicaid or FHPlus on the
               date of the newborn's birth.

          ii)  The LDSS is responsible for adding eligible unborns to all WMS
               cases that include a pregnant woman as soon as the pregnancy is
               medically verified.

          iii) In the event that the LDSS learns of an Enrollee's pregnancy
               prior to the Contractor, the LDSS is responsible for establishing
               Medicaid eligibility and enrolling the unborn in the Contractor's
               MMC product. If the Contractor does not offer a MMC product, the
               pregnant woman will be asked to select a MCO offering a MMC
               product for the unborn. If a MCO offering a MMC product is
               unavailable, or if Enrollment is voluntary in the LDSS
               jurisdiction and an MCO is not chosen by the mother, the newborn
               will be eligible for Medicaid fee-for-service coverage, and such
               information will be entered on the WMS.

          iv)  The LDSS is responsible for newborn Enrollment if enrollment is
               not successfully completed under the "SDOH Responsibilities"
               process as outlined in 2(b)(ii) above.

     d)   Contractor Responsibilities:

          i)   The Contractor must notify the LDSS in writing of any Enrollee
               that is pregnant within thirty (30) days of knowledge of the
               pregnancy. Notifications should be transmitted to the LDSS at
               least monthly. The notifications should contain the


                                   APPENDIX H
                                 October 1, 2005
                                       H-6

<PAGE>

               pregnant woman's name, Client ID Number (CIN), and the expected
               date of confinement (EDC).

          ii)  The Contractor must send verifications of infant's demographic
               data to the LDSS, within five (5) days after knowledge of the
               birth. The demographic data must include: the mother's name and
               CIN, the newborn's name and CIN (if newborn has a CIN), sex and
               the date of birth.

          iii) In districts that use an Enrollment Broker, the Contractor shall
               not submit electronic Enrollments of newborns to the Enrollment
               Broker, as this will interfere with the retroactive Enrollment of
               the newborn back to the first (1st) day of the month of birth.
               For newborns whose mothers are not enrolled in the Contractor's
               MMC or FHPlus product and who were not pre-enrolled into the
               Contractor's MMC product as unborns, the Contractor may submit
               electronic Enrollment of the newborns to the Enrollment Broker.
               In such cases, the Effective Date of Enrollment will be
               prospective.

          iv)  In voluntary MMC counties, the Contractor will accept Enrollment
               applications for unborns if that is the mothers' intent, even if
               the mothers are not and/or will not be enrolled in the
               Contractor's MMC or FHPlus product. In all counties, when a
               mother is ineligible for Enrollment or chooses not to enroll, the
               Contractor will accept Enrollment applications for pre-enrollment
               of unborns who are eligible.

          v)   The Contractor is responsible for provision of services to a
               newborn and payment of the hospital or birthing center bill if
               the mother is an Enrollee at the time of the newborn's birth,
               even if the newborn is not yet on the Roster, unless the
               Contractor does not offer a MMC product in the mother's county of
               fiscal responsibility or the newborn is Excluded from the MMC
               Program pursuant to Section 2(b)(xi) of this Appendix.

          vi)  Within fourteen (14) days of the date on which the Contractor
               becomes aware of the birth, the Contractor will issue a letter,
               informing parent(s) about the newborn's Enrollment and how to
               access care, or a member identification card.

          vii) In those cases in which the Contractor is aware of the pregnancy,
               the Contractor will ensure that enrolled pregnant women select a
               PCP for their infants prior to birth.

          viii) The Contractor will ensure that the newborn is linked with a PCP
               prior to discharge from the hospital or birthing center, in those
               instances in which the Contractor has received appropriate
               notification of birth prior to discharge.


                                   APPENDIX H
                                October 1, 2005
                                      H-7
<PAGE>

4.   AUTO-ASSIGNMENT PROCESS (APPLIES TO MANDATORY MMC PROGRAM ONLY):

     a)   This section only applies to a LDSS where CMS has given approval and
          the LDSS has begun mandatory Enrollment into the Medicaid Managed Care
          Program. The details of the auto-assignment process are contained in
          Section 12 of New York State's Operational Protocol for the
          Partnership Plan.

     b)   SDOH Responsibilities:

          i)   The SDOH, LDSS or Enrollment Broker will assign MMC Eligible
               Persons not pre-coded in WMS as Exempt or Excluded, who have not
               chosen a MCO offering a MMC product in the required time period,
               to a MCO offering a MMC product using an algorithm as specified
               in Section 364-j(4)(d) of the SSL.

          ii)  SDOH will ensure the auto-assignment process automatically
               updates the PCP Subsystem, and will notify MCOs offering MMC
               products of auto-assigned individuals electronically.

          iii) SDOH will notify the LDSS electronically on a daily basis of
               those individuals for whom SDOH has selected a MCO offering a MMC
               product through the Automated PCP Update Report. Note: This does
               not apply in Local Districts that utilize an Enrollment Broker.

     c)   LDSS Responsibilities:

          i)   The LDSS is responsible for tracking an individual's choice
               period.

          ii)  As with Eligible Persons who voluntarily choose a MCO's MMC
               product, the LDSS is responsible for providing notification to
               assigned individuals regarding their Enrollment status as
               specified in Section 2 of this Appendix.

     d)   Contractor Responsibilities:

          i)   The Contractor is responsible for providing notification to
               assigned individuals regarding their Enrollment status as
               specified in Section 2 of this Appendix.

5.   ROSTER RECONCILIATION:

     a)   All Enrollments are effective the first of the month.

     b)   SDOH Responsibilities:

          i)   The SDOH maintains both the PCP subsystem Enrollment files and
               the WMS eligibility files, using data entered by the LDSS. SDOH
               uses data contained in both these files to generate the Roster.


                                   APPENDIX H
                                 October 1, 2005
                                       H-8
<PAGE>

               A)   SDOH shall send the Contractor and LDSS monthly (according
                    to a schedule established by SDOH), a complete list of all
                    Enrollees for which the Contractor is expected to assume
                    medical risk beginning on the 1st of the following month
                    (First Monthly Roster). Notification to the Contractor and
                    LDSS will be accomplished via paper transmission, magnetic
                    media, or the HPN.

               B)   SDOH shall send the Contractor and LDSS monthly, at the time
                    of the first monthly roster production, a Disenrollment
                    Report listing those Enrollees from the previous month's
                    roster who were disenrolled, transferred to another MOO, or
                    whose Enrollments were deleted from the file. Notification
                    to the Contractor and LDSS will be accomplished via paper
                    transmission, magnetic media, or the HPN.

               C)   The SDOH shall also forward an error report as necessary to
                    the Contractor and LDSS.

               D)   On the first (1st) weekend after the first (1st) day of the
                    month following the generation of the first (1st) Roster,
                    SDOH shall send the Contractor and LDSS a second Roster
                    which contains any additional Enrollees that the LDSS has
                    added for Enrollment for the current month. The SDOH will
                    also include any additions to the error report that have
                    occurred since the initial error report was generated.

     c)   LDSS Responsibilities:

          i)   The LDSS is responsible for notifying the Contractor
               electronically or in writing of changes in the Roster and error
               report, no later than the end of the month. (Note: To the extent
               practicable the date specified must allow for timely notice to
               Enrollees regarding their Enrollment status. The Contractor and
               the LDSS may develop protocols for the purpose of resolving
               Roster discrepancies that remain unresolved beyond the end of the
               month.)

          ii)  Enrollment and eligibility issues are reconciled by the LDSS to
               the extent possible, through manual adjustments to the PCP
               subsystem Enrollment and WMS eligibility files, if appropriate.

     d)   Contractor Responsibilities:

          i)   The Contractor is at risk for providing Benefit Package services
               for those Enrollees listed on the 1st and 2nd Rosters for the
               month in which the 2nd Roster is generated. Contractor is not at
               risk for providing services to Enrollees who appear on the
               monthly Disenrollment report.

          ii)  The Contractor must submit claims to the State's Fiscal Agent for
               all Eligible Persons that are on the 1st and 2nd Rosters,
               adjusted to add Eligible Persons enrolled by the LDSS after
               Roster production and to remove individuals


                                   APPENDIX H
                                 October 1, 2005
                                       H-9
<PAGE>

               disenrolled by LDSS after Roster production (as notified to the
               Contractor). In the cases of retroactive Disenrollments, the
               Contractor is responsible for submitting an adjustment to void
               any previously paid premiums for the period of retroactive
               Disenrollment, where the Contractor was not at risk for the
               provision of Benefit Package services. Payment of subcapitation
               does not constitute "provision of Benefit Package services."

6.   DISENROLLMENT:

     a)   LDSS Responsibilities:

          i)   The LDSS is responsible for accepting requests for Disenrollment
               directly from Enrollees and may not require Enrollees to approach
               the Contractor for a Disenrollment form. Where an LDSS is
               authorized to mandate Enrollment, all requests for Disenrollment
               must be directed to the LDSS or the Enrollment Broker. The LDSS
               and the Enrollment Broker must utilize the State-approved
               Disenrollment forms.

          ii)  Enrollees may initiate a request for an expedited Disenrollment
               to the LDSS. The LDSS will expedite the Disenrollment process in
               those cases where an Enrollee's request for Disenrollment
               involves an urgent medical need, a complaint of non-consensual
               Enrollment or, in local districts where homeless individuals are
               exempt, homeless individuals in the shelter system. If approved,
               the LDSS will manually process the Disenrollment through the PCP
               Subsystem. MMC Enrollees who request to be disenrolled from
               managed care based on their documented HIV, ESRD, or SPMI/SED
               status are categorically eligible for an expedited Disenrollment
               on the basis of urgent medical need.

          iii) The LDSS is responsible for processing routine Disenrollment
               requests to take effect on the first (1st) day of the following
               month if the request is made BEFORE the fifteenth (15th) day of
               the month. In no event shall the Effective Date of Disenrollment
               be later than the first (1st) day of the second month after the
               month in which an Enrollee requests a Disenrollment.

          iv)  The LDSS is responsible for disenrolling Enrollees automatically
               upon death or loss of Medicaid or FHPlus eligibility. All such
               Disenrollments will be effective at the end of the month in which
               the death or loss of eligibility occurs or at the end of the last
               month of Guaranteed Eligibility, where applicable.

          v)   The LDSS is responsible for informing Enrollees of their right to
               change Contractors if there is more than one available including
               any applicable Lock-In restrictions. Enrollees subject to Lock-In
               may disenroll after the grace period for Good Cause as defined
               below. The LDSS is responsible for determining if the Enrollee
               has Good Cause and processing the Disenrollment request in
               accordance with the procedures outlined in this Appendix. The
               LDSS is responsible for providing Enrollees with notice of their
               right to request a fair hearing if their


                                   APPENDIX H
                                 October 1, 2005
                                      H-10

<PAGE>

               Disenrollment request is denied Such notice must include the
               reason(s) for the denial. An Enrollee has Good Cause to disenroll
               if:

               A)   The Contractor has failed to furnish accessible and
                    appropriate medical care services or supplies to which the
                    Enrollee is entitled under the terms of the contract under
                    which the Contractor has agreed to provide services. This
                    includes, but is not limited to the failure to:

                    I)   provide primary care services;

                    II)  arrange for in-patient care, consultation with
                         specialists, or laboratory and radiological services
                         when reasonably necessary;

                    III) arrange for consultation appointments;

                    IV)  coordinate and interpret any consultation findings with
                         emphasis on continuity of medical care;

                    V)   arrange for services with qualified licensed or
                         certified providers;

                    VI)  coordinate the Enrollee's overall medical care such as
                         periodic immunizations and diagnosis and treatment of
                         any illness or injury; or

               B)   The Contractor cannot make a Primary Care Provider available
                    to the Enrollee within the time and distance standards
                    prescribed by SDOH; or

               C)   The Contractor fails to adhere to the standards prescribed
                    by SDOH and such failure negatively and specifically impacts
                    the Enrollee; or

               D)   The Enrollee moves his/her residence out of the Contractor's
                    service area or to a county where the Contractor does not
                    offer the product the Enrollee is eligible for; or

               E)   The Enrollee meets the criteria for an Exemption or
                    Exclusion as set forth in 2(b)(xi) of this Appendix; or

               F)   It is determined by the LDSS, the SDOH, or its agent that
                    the Enrollment was not consensual; or

               G)   The Enrollee, the Contractor and the LDSS agree that a
                    change of MCOs would be in the best interest of the
                    Enrollee; or

               H)   The Contractor is a primary care partial capitation provider
                    that does not have a utilization review process in
                    accordance with Title I of Article 49 of the PHL and the
                    Enrollee requests Enrollment in an MCO that has such a
                    utilization review process; or

               I)   The Contractor has elected not to cover the Benefit Package
                    service that an Enrollee seeks and the service is offered by
                    one or more other MCOs in the Enrollee's county of fiscal
                    responsibility; or


                                   APPENDIX H
                                 October 1, 2005
                                      H-11

<PAGE>

               J)   The Enrollee's medical condition requires related services
                    to be performed at the same time but all such related
                    services cannot be arranged by the Contractor because the
                    Contractor has elected not to cover one of the services the
                    Enrollee seeks, and the Enrollee's Primary Care Provider or
                    another provider determines that receiving the services
                    separately would subject the Enrollee to unnecessary risk;
                    or

               K)   An FHPlus Enrollee is pregnant.

          vi)  An Enrollee subject to Lock-In may initiate Disenrollment for
               Good Cause by filing an oral or written request with the LDSS.

          vii) The LDSS is responsible for promptly disenrolling an MMC Enrollee
               whose MMC eligibility or health status changes such that he/she
               is deemed by the LDSS to meet the Exclusion criteria. The LDSS
               will provide the MMC Enrollee with a notice of his or her right
               to request a fair hearing.

          viii) In instances where an MMC Enrollee requests Disenrollment due to
               MMC Exclusion, the LDSS must notify the MMC Enrollee of the
               approval or denial of exclusion/Disenrollment status, including
               fair hearing rights if Disenrollment is denied.

          ix)  The LDSS is responsible for ensuring that retroactive
               Disenrollments are used only when absolutely necessary.
               Circumstances warranting a retroactive Disenrollment are rare and
               include when an Enrollee is determined to have been
               non-consensually enrolled in a MCO; he or she enters or resides
               in a residential institution under circumstances which render the
               individual Excluded from the MMC program; is incarcerated; is an
               SSI infant less than six (6) months of age; is simultaneously in
               receipt of comprehensive health care coverage from a MCO and is
               Enrolled in either the MMC or FHPlus product of the same MCO; it
               is determined that an Enrollee with more than one Client
               Identification Number (CIN) is enrolled in a MCO's MMC or FHPlus
               product under more than one of the CINs; or he or she died - as
               long as the Contractor was not at risk for provision of Benefit
               Package services for any portion of the retroactive period.
               Payment of subcapitation does not constitute "provision of
               Benefit Package services." The LDSS is responsible for notifying
               the Contractor of the retroactive Disenrollment prior to the
               action. The LDSS is responsible for finding out if the Contractor
               has made payments to providers on behalf of the Enrollee prior to
               Disenrollment. After this information is obtained, the LDSS and
               Contractor will agree on a retroactive Disenrollment or
               prospective Disenrollment date. In all cases of retroactive
               Disenrollment, including Disenrollments effective the first day
               of the current month, the LDSS is responsible for sending notice
               to the Contractor at the time of Disenrollment, of the
               Contractor's responsibility to submit to the SDOH's Fiscal Agent
               voided premium claims for any full months of retroactive
               Disenrollment where the Contractor was not at risk for the
               provision of Benefit Package services during the month. However,
               failure by the LDSS to so


                                   APPENDIX H
                                 October 1, 2005
                                      H-12

<PAGE>

               notify the Contractor does not affect the right of the SDOH to
               recover the premium payment as authorized by Section 3.6 of this
               Agreement.


                                   APPENDIX H
                                 October 1, 2005
                                      H-13

<PAGE>

          x)   Generally the effective dates of Disenrollment are prospective.
               Effective dates for other than routine Disenrollments are
               described below:

<TABLE>
<CAPTION>
             REASON FOR DISENROLLMENT                        EFFECTIVE DATE OF DISENROLLMENT
             ------------------------                        -------------------------------
<S>                                                  <C>
A)   Infants weighing less than 1200 grams at        First Day of the month of birth or the month
     birth and other infants under six (6) months    of onset of disability, whichever is later
     of age who meet the criteria for the SSI or
     SSI related category

B)   Death of Enrollee                               First day of the month after death

C)   Incarceration                                   First day of the month of incarceration
                                                     (note-Contractor is at risk for covered
                                                     services only to the date of incarceration and
                                                     is entitled to the capitation payment for the
                                                     month of incarceration)

D)   Medicaid Managed Care Enrollee entered or       First day of the month of entry or first day
     stayed in a residential institution under       of the month of classification of the stay as
     circumstances which rendered the individual     permanent subsequent to entry (note-Contractor
     excluded from managed care, or is in receipt    is at risk for covered services only to the
     of waivered services through the Long Term      date of entry or classification of the stay as
     Home Health Care Program (LTHHCP), including    permanent subsequent to entry, and is entitled
     when an Enrollee is admitted to a hospital      to the capitation payment for the month of
     that 1) is certified by Medicare as a           entry or classification of the stay as
     long-term care hospital and 2) has an average   permanent subsequent to entry)
     length of stay for all patients greater than
     ninety-five (95) days as reported in the
     Statewide Planning and Research Cooperative
     System (SPARCS) Annual Report 2002.

E)   Individual's effective date of Enrollment or    Effective Date of Enrollment in the
     autoassignment into a MMC product occurred      Contractor's Plan
     while meeting institutional criteria in (D)
     above

F)   Non-consensual Enrollment                       Retroactive to the first day of the month of
                                                     Enrollment

G)   Enrollee moved outside of the District/County   First day of the month after the update of the
     of Fiscal Responsibility                        system with the new address(1)

H)   Urgent medical need                             First day of the next month after
                                                     determination except where medical need
                                                     requires an earlier Disenrollment

I)   Homeless Enrollees in Medicaid Managed Care     Retroactive to the first day of the month of
     residing in the shelter system in NYC or in     the request
     other districts where homeless individuals
     are exempt

J)   Individual is simultaneously in receipt of      First day of the month after simultaneous
     comprehensive health care coverage from an      coverage began
     MCO and is Enrolled in either the MMC or
     FHPlus product of the same MCO

K)   An Enrollee with more than one Client           First day of the month the duplicate
     Identification Number (CIN) is enrolled in an   Enrollment began
     MCO's MMC or FHPlus product under more than
     one of the CINs
</TABLE>

(1)  In counties outside of New York City, LDSSs should work together to ensure
     continuity of care through the Contractor if the Contractor's service area
     includes the county to which the Enrollee has moved and the Enrollee, with
     continuous eligibility, wishes to stay enrolled in the Contractor's MMC or
     FHPlus product. In New York City, Enrollees, not in guaranteed status, who
     move out of the Contractor's Service Area but not outside of the City of
     New York (e.g., move from one borough to another), will not be
     involuntarily disenrolled, but must request a Disenrollment or transfer.
     These Disenrollments will be performed on a routine basis unless there is
     an urgent medical need to expedite the Disenrollment.


                                   APPENDIX H
                                 October 1, 2005
                                      H-14

<PAGE>

          xi)  The LDSS is responsible for rendering a determination and
               responding within thirty (30) days of the receipt of a fully
               documented request for Disenrollment, except for
               Contractor-initiated Disenrollments where the LDSS decision must
               be made within fifteen (15) days. The LDSS, to the extent
               possible, is responsible for processing an expedited
               Disenrollment within two (2) business days of its determination
               that an expedited Disenrollment is warranted.

          xii) The Contractor must respond timely to LDSS inquiries regarding
               Good Cause Disenrollment requests to enable the LDSS to make a
               determination within thirty (30) days of the receipt of the
               request from the Enrollee.

          xiii) The LDSS is responsible for sending the following notices to
               Enrollees regarding their Disenrollment status. Where
               practicable, the process will allow for timely notification to
               Enrollees unless there is Good Cause to disenroll more
               expeditiously.

               A)   Notice of Disenrollment: This notice will advise the
                    Enrollee of the LDSS's determination regarding an
                    Enrollee-initiated, LDSS-initiated or Contractor- initiated
                    Disenrollment and will include the Effective Date of
                    Disenrollment. In cases where the Enrollee is being
                    involuntarily disenrolled, the notice must contain fair
                    hearing rights.

               B)   When the LDSS denies any Enrollee's request for
                    Disenrollment pursuant to Section 8 of this Agreement, the
                    LDSS is responsible for informing the Enrollee in writing,
                    explaining the reason for the denial, stating the facts upon
                    which the denial is based, citing the statutory and
                    regulatory authority and advising the Enrollee of his/her
                    right to a fair hearing pursuant to 18NYCRR Part 358.

               C)   End of Lock-In Notice: Where Lock-In provisions are
                    applicable, Enrollees must be notified sixty (60) days
                    before the end of their Lock-In Period. The SDOH or its
                    designee is responsible for notifying Enrollees of this
                    provision in applicable LDSS jurisdictions.

               D)   Notice of Change to Guarantee Coverage: This notice will
                    advise the Enrollee that his or her Medicaid or FHPlus
                    eligibility is ending and how this affects his or her
                    Enrollment in an MCO's MMC or FHPlus product. This notice
                    contains pertinent information regarding Guaranteed
                    Eligibility benefits and dates of coverage. If an Enrollee
                    is not eligible for Guarantee, this notice is not necessary.

          xiv) The LDSS may require that a MMC Enrollee that has been
               disenrolled at the request of the Contractor be returned to the
               Medicaid fee-for-service program. In the FHPlus program, a FHPlus
               Enrollee disenrolled at the request of the Contractor, may choose
               another MCO offering a FHPlus product. If the FHPlus Enrollee
               does not choose, or there is not another MCO offering FHPlus in
               the LDSS jurisdiction, the case will be closed.


                                   APPENDIX H
                                 October 1, 2005
                                      H-15

<PAGE>

          xv)  In those instances where the LDSS approves the Contractor's
               request to disenroll an Enrollee, and the Enrollee requests a
               fair hearing, the Enrollee will remain enrolled in the
               Contractor's MMC or FHPlus product until the disposition of the
               fair hearing if Aid to Continue is ordered by the New York State
               Office of Administrative Hearings.

          xvi) The LDSS is responsible for reviewing each Contractor-requested
               Disenrollment in accordance with the provisions of Section 8.7 of
               this Agreement and this Appendix. Where applicable, the LDSS may
               consult with local mental health and substance abuse authorities
               in the district when making the determination to approve or
               disapprove the request.

          xvii) The LDSS is responsible for establishing procedures whereby the
               Contractor refers cases which are appropriate for an
               LDSS-initiated Disenrollment and submits supporting documentation
               to the LDSS.

          xviii) After the LDSS receives and, if appropriate, approves the
               request for Disenrollment either from the Enrollee or the
               Contractor, the LDSS is responsible for updating the PCP
               subsystem file with an end date. The Enrollee is removed from the
               Contractor's Roster.

     b)   Contractor Responsibilities:

          i)   In those instances where the Contractor directly receives
               Disenrollment forms, the Contractor will forward these
               Disenrollments to the LDSS for processing within five (5)
               business days (or according to Section 6 of this Appendix).
               During pulldown week, these forms may be faxed to the LDSS with
               the hard copy to follow.

          ii)  The Contractor must accept and transmit all requests for
               voluntary Disenrollments from its Enrollees to the LDSS, and
               shall not impose any barriers to Disenrollment requests. The
               Contractor may require that a Disenrollment request be in
               writing, contain the signature of the Enrollee, and state the
               Enrollee's correct Contractor or Medicaid identification number.

          iii) Following LDSS procedures, the Contractor will refer cases which
               are appropriate for an LDSS-initiated Disenrollment and will
               submit supporting documentation to the LDSS. This includes, but
               is not limited to, changes in status for its Enrollees that may
               impact eligibility for Enrollment such as address changes,
               incarceration, death, Exclusion from the MMC program, etc.

          iv)  Pursuant to Section 8.7 of this Agreement, the Contractor may
               initiate an involuntary Disenrollment if the Enrollee engages in
               conduct or behavior that seriously impairs the Contractor's
               ability to furnish services to either the Enrollee or other
               Enrollees, provided that the Contractor has made and


                                   APPENDIX H
                                 October 1, 2005
                                      H-16

<PAGE>

               documented reasonable efforts to resolve the problems presented
               by the Enrollee.

          v)   The Contractor may not request Disenrollment because of an
               adverse change in the Enrollee's health status, or because of the
               Enrollee's utilization of medical services, diminished mental
               capacity, or uncooperative or disruptive behavior resulting from
               the Enrollee's special needs (except where continued Enrollment
               in the Contractor's MMC or FHPlus product seriously impairs the
               Contractor's ability to furnish services to either the Enrollee
               or other Enrollees).

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

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

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

          ix)  The Contractor will not consider an Enrollee disenrolled without
               confirmation from the LDSS or the Roster (as described in Section
               5 of this Appendix).


                                   APPENDIX H
                                 October 1, 2005
                                      H-17

<PAGE>

                                   APPENDIX I

                       NEW YORK STATE DEPARTMENT OF HEALTH
               GUIDELINES FOR USE OF MEDICAL RESIDENTS AND FELLOWS


                                   APPENDIX I
                                 October 1, 2005
                                       I-1

<PAGE>

                          MEDICAL RESIDENTS AND FELLOWS

1.   MEDICAL RESIDENTS AND FELLOWS FOR PRIMARY CARE.

     a)   The Contractor may utilize medical residents and fellows as
          participants (but not designated as 'primary care providers') in the
          care of Enrollees as long as all of the following conditions are met:

          i)   Residents/fellows are a part of patient care teams headed by
               fully licensed and Contractor credentialed attending physicians
               serving patients in one or more training sites in an "up
               weighted" or "designated priority" residency program.
               Residents/fellows in a training program which was disapproved as
               a designated priority program solely due to the outcome
               measurement requirement for graduates may be eligible to
               participate in such patient care teams.

          ii)  Only the attending physicians and certified nurse practitioners
               on the training team, not residents/fellows, may be credentialed
               to the Contractor and may be empanelled with Enrollees. Enrollees
               must be assigned an attending physician or certified nurse
               practitioner to act as their PCP, though residents/fellows on the
               team may provide care during all or many of the visits to the
               Enrollee as long as the majority of these visits are under the
               direct supervision of the Enrollee's designated PCP. Enrollees
               have the right to request and receive care by their PCP in
               addition or instead of being seen by a resident or fellow.

          iii) Residents/fellows may work with attending physicians and
               certified nurse practitioners to provide continuity of care to
               patients under the supervision of the patient's PCP. Patients
               must be made aware of the resident/fellow and attending PCP
               relationship and be informed of their rights to be cared for
               directly by their PCP.

          iv)  Residents/fellows eligible to be involved in a continuity
               relationship with patients must be available at least twenty
               percent (20%) of the total training time in the continuity of
               care setting and no less than ten percent (10%) of training time
               in any training year must be in the continuity of care setting
               and no fewer than nine (9) months a year must be spent in the
               continuity of care setting.

          v)   Residents/fellows meeting these criteria provide increased
               capacity for Enrollment to their team according to the formula
               below. Only hours spent routinely scheduled for patient care in
               the continuity of care training site may count as providing
               capacity and are based on 1.0 FTE=40 hours.

<TABLE>
<S>                         <C>
          PGY-1              300 per FTE
          PGY-2              750 per FTE
          PGY-3             1125 per FTE
          PGY-4 and above   1500 per FTE
</TABLE>


                                   APPENDIX I
                                 October 1, 2005
                                       I-2

<PAGE>

          vi)  In order for a resident/fellow to provide continuity of care to
               an Enrollee, both the resident/fellow and the attending PCP must
               have regular hours in the continuity site and must be scheduled
               to be in the site together the majority of the time.

          vii) A preceptor/attending is required to be present a minimum of
               sixteen (16) hours of combined precepting and direct patient care
               in the primary care setting to be counted as a team supervising
               PCP and accept an increased number of Enrollees based upon the
               residents/fellows working on his/her team. Time spent in patient
               care activities at other clinical sites or in other activities
               off-site is not counted towards this requirement.

          viii) A sixteen (16) hour per week attending may have no more than
               four (4) residents/fellows on their team. Attendings spending
               twenty-four (24) hours per week in patient care/supervisory
               activity at the continuity site may have six (6)
               residents/fellows per team. Attendings spending thirty-two (32)
               hours per week may have eight (8) residents/fellows on their
               team. Two (2) or more attendings may join together to form a
               larger team as long as the ratio of attending to
               residents/fellows does not exceed 1:4 and all attendings comply
               with the sixteen (16) hour minimum.

          ix)  Responsibility for the care of the Enrollee remains with the
               attending physician. All attending and resident/fellow teams must
               provide adequate continuity of care, twenty-four (24) hour a day,
               seven (7) day a week coverage, and appointment and availability
               access. Enrollees must be given the name of the responsible
               primary care physician (attending) in writing and be told how he
               or she may contact the attending physician or covering physician,
               if needed.

          x)   Residents/fellows who do not qualify to act as continuity
               providers as part of an attending and resident/fellow team may
               still participate in the episodic care of Enrollees as long as
               that care is under the supervision of an attending physician
               credentialed to the Contractor. Such residents/fellows do not add
               to the capacity of that attending to empanel Enrollees.

          xi)  Certified nurse practitioners and registered physician's
               assistants may not act as attending preceptors for resident
               physicians or fellows.

2.   MEDICAL RESIDENTS AND FELLOWS AS SPECIALTY CARE PROVIDERS

     a)   Residents/fellows may participate in the specialty care of Enrollees
          in all settings supervised by fully licensed and Contractor
          credentialed specialty attending physicians.

     b)   Only the attending physicians, not residents or fellows, may be
          credentialed by the Contractor. Each attending must be credentialed by
          each MCO with which he or she will participate. Residents/fellows may
          perform all or many of the clinical services for


                                   APPENDIX I
                                 October 1, 2005
                                       I-3

<PAGE>

          the Enrollee as long as these clinical services are under the
          supervision of an appropriately credentialed specialty physician. Even
          when residents/fellows are credentialed by their program in particular
          procedures, certifying their competence to perform and teach those
          procedures, the overall care of each Enrollee remains the
          responsibility of the supervising Contractor credentialed attending.

     c)   The Contractor agrees that although many Enrollees will identify a
          resident or fellow as their specialty provider, the responsibility for
          all clinical decision-making remains ultimately with the attending
          physician of record.

     d)   Enrollees must be given the name of the responsible attending
          physician in writing and be told how they may contact their attending
          physician or covering physician, if needed. This allows Enrollees to
          assist in the communication between their primary care provider and
          specialty attending and enables them to reach the specialty attending
          if an emergency arises in the course of their care. Enrollees must be
          made aware of the resident/fellow and attending relationship and must
          have a right to be cared for directly by the responsible attending
          physician, if requested.

     e)   Enrollees requiring ongoing specialty care must be cared for in a
          continuity of care setting. This requires the ability to make
          follow-up appointments with a particular resident/fellow and attending
          physician team, or if that provider team is not available, with a
          member of the provider's coverage group in order to insure ongoing
          responsibility for the patient by his/her Contractor credentialed
          specialist. The responsible specialist and his/her specialty coverage
          group must be identifiable to the patient as well as to the referring
          primary care provider.

     f)   Attending specialists must be available for emergency consultation and
          care during non-clinic hours. Emergency coverage may be provided by
          residents/fellows under adequate supervision. The attending or a
          member of the attending's coverage group must be available for
          telephone and/or in-person consultation when necessary.

     g)   All training programs participating in the MMC or FHPlus Program must
          be accredited by the appropriate academic accrediting agency.

     h)   All sites in which residents/fellows train must produce legible
          (preferably typewritten) consultation reports. Reports must be
          transmitted such that they are received in a time frame consistent
          with the clinical condition of the patient, the urgency of the problem
          and the need for follow-up by the primary care physician. At a
          minimum, reports should be transmitted so that they are received no
          later than two (2) weeks from the date of the specialty visit.

     i)   Written reports are required at the time of initial consultation and
          again with the receipt of all major significant diagnostic information
          or changes in therapy. In addition, specialists must promptly report
          to the referring primary care physician any significant findings or
          urgent changes in therapy which result from the specialty
          consultation.


                                   APPENDIX I
                                 October 1, 2005
                                       I-4

<PAGE>

3.   TRAINING SITES

     All training sites must deliver the same standard of care to all patients
     irrespective of payor. Training sites must integrate the care of Medicaid,
     FHPlus, uninsured and private patients in the same settings.


                                   APPENDIX I
                                 October 1, 2005
                                       1-5

<PAGE>

                                   APPENDIX J

          NEW YORK STATE DEPARTMENT OF HEALTH GUIDELINES FOR CONTRACTOR
           COMPLIANCE WITH THE FEDERAL AMERICANS WITH DISABILITIES ACT


                                   APPENDIX J
                                 October 1, 2005
                                       J-l

<PAGE>

I.   OBJECTIVES

     Title II of the Americans With Disabilities Act (ADA) and Section 504 of
     the Rehabilitation Act of 1973 (Section 504) provides that no qualified
     individual with a disability shall, by reason of such disability, be
     excluded from participation in or denied access to the benefits of
     services, programs or activities of a public entity, or be subject to
     discrimination by such an entity. Public entities include State and local
     government and ADA and Section 504 requirements extend to all programs and
     services provided by State and local government. Since MMC and FHPlus are
     government programs, health services provided through MMC and FHPlus
     Programs must be accessible to all that qualify for them.

     Contractor responsibilities for compliance with the ADA are imposed under
     Title II and Section 504 when, as a Contractor in a MMC or FHPlus Program,
     a Contractor is providing a government service. If an individual provider
     under contract with the Contractor is not accessible, it is the
     responsibility of the Contractor to make arrangements to assure that
     alternative services are provided. The Contractor may determine it is
     expedient to make arrangements with other providers, or to describe
     reasonable alternative means and methods to make these services accessible
     through its existing Participating Providers. The goals of compliance with
     ADA Title II requirements are to offer a level of services that allows
     people with disabilities access to the program in its entirety, and the
     ability to achieve the same health care results as any Enrollee.

     Contractor responsibilities for compliance with the ADA are also imposed
     under Title III when the Contractor functions as a public accommodation
     providing services to individuals (e.g. program areas and sites such as
     Marketing, education, member services, orientation, Complaints and
     Appeals). The goals of compliance with ADA Title III requirements are to
     offer a level of services that allows people with disabilities full and
     equal enjoyment of the goods, services, facilities or accommodations that
     the entity provides for its customers or clients. New and altered areas and
     facilities must be as accessible as possible. Whenever Contractors engage
     in new construction or renovation, compliance is also required with
     accessible design and construction standards promulgated pursuant to the
     ADA as well as State and local laws. Title III also requires that public
     accommodations undertake "readily achievable barrier removal" in existing
     facilities where architectural and communications barriers can be removed
     easily and without much difficulty or expense.

     The State uses MCO Qualification Standards to qualify MCOs for
     participation in the MMC and FHPlus Programs. Pursuant to the State's
     responsibility to assure program access to all Enrollees, the Plan
     Qualification Standards require each MCO to submit an ADA Compliance Plan
     that describes in detail how the MCO will make services, programs and
     activities readily accessible and useable by individuals with disabilities.
     In the event that certain program sites are not readily accessible, the MCO
     must describe reasonable alternative methods for making the services or
     activities accessible and usable.


                                   APPENDIX J
                                 October 1, 2005
                                       J-2

<PAGE>

     The objectives of these guidelines are threefold:

     -    To ensure that Contractors take appropriate steps to measure access
          and assure program accessibility for persons with disabilities;

     -    To provide a framework for Contractors as they develop a plan to
          assure compliance with the Americans with Disabilities Act (ADA); and

     -    To provide standards for the review of the Contractor Compliance
          Plans.

     These guidelines include a general standard followed by a discussion of
     specific considerations and suggestions of methods for assuring compliance.
     Please be advised that, although these guidelines and any subsequent
     reviews by State and local governments can give the Contractor guidance, it
     is ultimately the Contractor's obligation to ensure that it complies with
     its Contractual obligations, as well as with the requirements of the ADA,
     Section 504, and other federal, state and local laws. Other federal, state
     and local statutes and regulations also prohibit discrimination on the
     basis of disability and may impose requirements in addition to those
     established under ADA. For example, while the ADA covers those impairments
     that "substantially" limit one or more of the major life activities of an
     individual, New York City Human Rights Law deletes the modifier
     "substantially".

II.  DEFINITIONS

     A.   "Auxiliary aids and services" may include qualified interpreters, note
          takers, computer-aided transcription services, written materials,
          telephone handset amplifiers, assistive listening systems, telephones
          compatible with hearing aids, closed caption decoders, open and closed
          captioning, telecommunications devices for Enrollees who are deaf or
          hard of hearing (TTY/TDD), video test displays, and other effective
          methods of making aurally delivered materials available to individuals
          with hearing impairments; qualified readers, taped texts, audio
          recordings, Braille materials, large print materials, or other
          effective methods of making visually delivered materials available to
          individuals with visual impairments.

     B.   "Disability" means a mental or physical impairment that substantially
          limits one or more of the major life activities of an individual; a
          record of such impairment; or being regarded as having such an
          impairment.

III. SCOPE OF CONTRACTOR COMPLIANCE PLAN

     The Contractor Compliance Plan must address accessibility to services at
     Contractor's program sites, including both Participating Provider sites and
     Contractor facilities intended for use by Enrollees.


                                   APPENDIX J
                                 October 1, 2005
                                       J-3

<PAGE>

IV.  PROGRAM ACCESSIBILITY

     Public programs and services, when viewed in their entirety must be readily
     accessible to and useable by individuals with disabilities. This standard
     includes physical access, non-discrimination in policies and procedures and
     communication. Communications with individuals with disabilities are
     required to be as effective as communications with others. The Contractor
     Compliance Plan must include a detailed description of how Contractor
     services, programs, and activities are readily accessible and usable by
     individuals with disabilities. In the event that full physical
     accessibility is not readily available for people with disabilities, the
     Contractor Compliance Plan will describe the steps or actions the
     Contractor will take to assure accessibility to services equivalent to
     those offered at the inaccessible facilities.

     A.   PRE-ENROLLMENT MARKETING AND EDUCATION

          STANDARD FOR COMPLIANCE

          Marketing staff, activities and materials will be made available to
          persons with disabilities. Marketing materials will be made available
          in alternative formats (such as Braille, large print, and audiotapes)
          so that they are readily usable by people with disabilities.

          SUGGESTED METHODS FOR COMPLIANCE

          1.   Activities held in physically accessible location, or staff at
               activities available to meet with person in an accessible
               location as necessary

          2.   Materials available in alternative formats, such as Braille,
               large print, audio tapes

          3.   Staff training which includes training and information regarding
               attitudinal barriers related to disability

          4.   Activities and fairs that include sign language interpreters or
               the distribution of a written summary of the marketing script
               used by Contractor marketing representatives

          5.   Enrollee health promotion material/activities targeted
               specifically to persons with disabilities (e.g. secondary
               infection prevention, decubitus prevention, special exercise
               programs, etc.)

          6.   Policy statement that Marketing Representatives will offer to
               read or summarize to blind or vision impaired individuals any
               written material that is typically distributed to all Enrollees

          7.   Staff/resources available to assist individuals with cognitive
               impairments in understanding materials


                                   APPENDIX J
                                 October 1, 2005
                                       J-4

<PAGE>

          COMPLIANCE PLAN SUBMISSION

          1.   A description of methods to ensure that the Contractor's
               Marketing presentations (materials and communications) are
               accessible to persons with auditory, visual and cognitive
               impairments

          2.   A description of the Contractor's policies and procedures,
               including Marketing training, to ensure that Marketing
               Representatives neither screen health status nor ask questions
               about health status or prior health care services

     B.   MEMBER SERVICES DEPARTMENT

          Member services functions include the provision to Enrollees of
          information necessary to make informed choices about treatment
          options, to effectively utilize the health care resources, to assist
          Enrollees in making appointments, and to field questions and
          Complaints, to assist Enrollees with the Complaint process.

     B1.  ACCESSIBILITY

          STANDARD FOR COMPLIANCE

          Member Services sites and functions will be made accessible to and
          usable by, people with disabilities.

          SUGGESTED METHODS FOR COMPLIANCE (include, but are not limited to
          those identified below):

          1.   Exterior routes of travel, at least 36" wide, from parking areas
               or public transportation stops into the Contractor's facility

          2.   If parking is provided, spaces reserved for people with
               disabilities, pedestrian ramps at sidewalks, and drop-offs

          3.   Routes of travel into the facility are stable, slip-resistant,
               with all steps > 1/2" ramped, doorways with minimum 32" opening

          4.   Interior halls and passageways providing a clear and unobstructed
               path or travel at least 36" wide to bathrooms and other rooms
               commonly used by Enrollees

          5.   Waiting rooms, restrooms, and other rooms used by Enrollees are
               accessible to people with disabilities

          6.   Sign language interpreters and other auxiliary aids and services
               provided in appropriate circumstances

          7.   Materials available in alternative formats, such as Braille,
               large print, audio tapes


                                   APPENDIX J
                                 October 1, 2005
                                       J-5

<PAGE>

     8.   Staff training which includes sensitivity training related to
          disability issues (Resources and technical assistance are available
          through the NYS Office of Advocate for Persons with Disabilities -
          V/TTY (800) 522-4369; and the NYC Mayor's Office for People with
          Disabilities - (212) 788-2830 or TTY (212)788-2838)

     9.   Availability of activities and educational materials tailored to
          specific conditions/illnesses and secondary conditions that affect
          these populations (e.g. secondary infection prevention, decubitus
          prevention, special exercise programs, etc.)

     10.  Contractor staff trained in the use of telecommunication devices for
          Enrollees who are deaf or hard of hearing (TTY/TDD) as well as in the
          use of NY Relay for phone communication

     11.  New Enrollee orientation available in audio or by interpreter services

     12.  Policy that when member services staff receive calls through the NY
          Relay, they will offer to return the call utilizing a direct TTY/TDD
          connection

     COMPLIANCE PLAN SUBMISSION

     1.   A description of accessibility to the Contractor's member services
          department or reasonable alternative means to access member services
          for Enrollees using wheelchairs (or other mobility aids)

     2.   A description of the methods the Contractor's member services
          department will use to communicate with Enrollees who have visual or
          hearing impairments, including any necessary auxiliary aid/services
          for Enrollees who are deaf or hard of hearing, and TTY/TDD technology
          or NY Relay service available through a toll-free telephone number

     3.   A description of the training provided to the Contractor's member
          services staff to assure that staff adequately understands how to
          implement the requirements of the program, and of these guidelines,
          and are sensitive to the needs of persons with disabilities

B2.  IDENTIFICATION OF ENROLLEES WITH DISABILITIES

     STANDARD FOR COMPLIANCE

     The Contractor must have in place satisfactory methods/guidelines for
     identifying persons at risk of, or having, chronic diseases and
     disabilities and determining their specific needs in terms of specialist
     physician referrals, durable medical equipment, medical supplies, home
     health services etc. The Contractor may not discriminate against a
     Prospective Enrollee based on his/her current health status or anticipated
     need for future health care. The Contractor may not discriminate on the
     basis of disability, or perceived disability of an Enrollee or their family
     member. Health assessment forms may not be used by the Contractor prior to
     Enrollment. Once a MCO has been chosen, a health assessment form may be
     used to assess the person's health care needs.


                                   APPENDIX J
                                 October 1, 2005
                                       J-6

<PAGE>

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Appropriate post Enrollment health screening for each Enrollee, using
          an appropriate health screening tool

     2.   Patient profiles by condition/disease for comparative analysis to
          national norms, with appropriate outreach and education

     3.   Process for follow-up of needs identified by initial screening; e.g.
          referrals, assignment of case manager, assistance with
          scheduling/keeping appointments

     4.   Enrolled population disability assessment survey

     5.   Process for Enrollees who acquire a disability subsequent to
          Enrollment to access appropriate services

     COMPLIANCE PLAN SUBMISSION

     A description of how the Contractor will identify special health care,
     physical access or communication needs of Enrollees on a timely basis,
     including but not limited to the health care needs of Enrollees who:

     -    are blind or have visual impairments, including the type of auxiliary
          aids and services required by the Enrollee

     -    are deaf or hard of hearing, including the type of auxiliary aids and
          services required by the Enrollee

     -    have mobility impairments, including the extent, if any, to which they
          can ambulate

     -    have other physical or mental impairments or disabilities, including
          cognitive impairments

     -    have conditions which may require more intensive case management

B3.  NEW ENROLLEE ORIENTATION

     STANDARD FOR COMPLIANCE

     Enrollees will be given information sufficient to ensure that they
     understand how to access medical care through the Contractor. This
     information will be made accessible to and usable by people with
     disabilities.

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Activities held in physically accessible location, or staff at
          activities available to meet with person in an accessible location as
          necessary

     2.   Materials available in alternative formats, such as Braille, large
          print, audio tapes


                                   APPENDIX J
                                 October 1, 2005
                                       J-7

<PAGE>

     3.   Staff training which includes sensitivity training related to
          disability issues (Resources and technical assistance are available
          through the NYS Office of Advocate for Persons with Disabilities -
          V/TTY (800) 522-4369; and the NYC Mayor's Office for People with
          Disabilities - (212) 788-2830 or TTY (212)788-2838)

     4.   Activities and fairs that include sign language interpreters or the
          distribution of a written summary of the Marketing script used by
          Contractor marketing representatives

     5.   Include in written/audio materials available to all Enrollees
          information regarding how and where people with disabilities can
          access help in getting services, for example help with making
          appointments or for arranging special transportation, an interpreter
          or assistive communication devices

     6.   Staff/resources available to assist individuals with cognitive
          impairments in understanding materials

     COMPLIANCE PLAN SUBMISSION

     1.   A description of how the Contractor will advise Enrollees with
          disabilities, during the new Enrollee orientation on how to access
          care

     2.   A description of how the Contractor will assist new Enrollees with
          disabilities (as well as current Enrollees who acquire a disability)
          in selecting or arranging an appointment with a Primary Care
          Practitioner (PCP)

          -    This should include a description of how the Contractor will
               assure and provide notice to Enrollees who are deaf or hard of
               hearing, blind or who have visual impairments, of their right to
               obtain necessary auxiliary aids and services during appointments
               and in scheduling appointments and follow-up treatment with
               Participating Providers

          -    In the event that certain provider sites are not physically
               accessible to Enrollees with mobility impairments, the Contractor
               will assure that reasonable alternative site and services are
               available

     3.   A description of how the Contractor will determine the specific needs
          of an Enrollee with or at risk of having a disability/chronic disease,
          in terms of specialist physician referrals, durable medical equipment
          (including assistive technology and adaptive equipment), medical
          supplies and home health services and will assure that such
          contractual services are provided

     4.   A description of how the Contractor will identify if an Enrollee with
          a disability requires on-going mental health services and how the
          Contractor will encourage early entry into treatment

     5.   A description of how the Contractor will notify Enrollees with
          disabilities as to how to access transportation, where applicable


                                   APPENDIX J
                                 October 1, 2005
                                       J-8

<PAGE>

B4.  COMPLAINTS, COMPLAINT APPEALS AND ACTION APPEALS

     STANDARD FOR COMPLIANCE

     The Contractor will establish and maintain a procedure to protect the
     rights and interests of both Enrollees and the Contractor by receiving,
     processing, and resolving Complaints, Complaint Appeals and Action Appeals
     in an expeditious manner, with the goal of ensuring resolution of
     Complaints, Complaint Appeals, and Action Appeals and access to appropriate
     services as rapidly as possible.

     All Enrollees must be informed about the Grievance System within their
     Contractor and the procedure for filing Complaints, Complaint Appeals and
     Action Appeals. This information will be made available through the Member
     Handbook, SDOH toll-free Complaint line (l-(800) 206-8125) and the
     Contractor's Complaint process annually, as well as when the Contractor
     denies a benefit or referral. The Contractor will inform Enrollees of the
     Contractor's Grievance System; Enrollees' right to contact the LDSS or SDOH
     with a Complaint, and to file a Complaint Appeal, Action Appeal or request
     a fair hearing; the right to appoint a designee to handle a Complaint,
     Complaint Appeal or Action Appeal; and the toll free Complaint line. The
     Contractor will maintain designated staff to take and process Complaints,
     Complaint Appeals and Action Appeals, and be responsible for assisting
     Enrollees in Complaint, Complaint Appeal or Action Appeal resolution.

     The Contractor will make all information regarding the Grievance System
     available to and usable by people with disabilities, and will assure that
     people with disabilities have access to sites where Enrollees typically
     file Complaints and requests for Complaint Appeals and Action Appeals.

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Toll-free Complaint phone line with TDD/TTY capability

     2.   Staff trained in Complaint process, and able to provide interpretive
          or assistive support to Enrollee during the Complaint process

     3.   Notification materials and Complaint forms in alternative formats for
          Enrollees with visual or hearing impairments

     4.   Availability of physically accessible sites, e.g. member services
          department sites

     5.   Assistance for individuals with cognitive impairments


                                   APPENDIX J
                                 October 1, 2005
                                       J-9

<PAGE>

     COMPLIANCE PLAN SUBMISSION

     1.   A description of how the Contractor's Complaint, Complaint Appeals and
          Action Appeal procedures shall be accessible for persons with
          disabilities, including:

          -    procedures for Complaints, Complaint Appeals and Action Appeals
               to be made in person at sites accessible to persons with mobility
               impairments

          -    procedures accessible to persons with sensory or other
               impairments who wish to make verbal Complaints, Complaint Appeals
               or Action Appeals, and to communicate with such persons on an
               ongoing basis as to the status or their Complaints and rights to
               further appeals

          -    description of methods to ensure notification material is
               available in alternative formats for Enrollees with vision and
               hearing impairments

     2.   A description of how the Contractor monitors Complaints, Complaint
          Appeals and Action Appeals related to people with disabilities. Also,
          as part of the Compliance Plan, the Contractor must submit a summary
          report based on the Contractor's most recent year's Complaints,
          Complaint Appeals and Action Appeals data.

C.   CASE MANAGEMENT

     STANDARD FOR COMPLIANCE

     The Contractor must have in place adequate case management systems to
     identify the service needs of all Enrollees, including Enrollees with
     chronic illness and Enrollees with disabilities, and ensure that medically
     necessary covered benefits are delivered on a timely basis. These systems
     must include procedures for standing referrals, specialists as PCPs, and
     referrals to specialty centers for Enrollees who require specialized
     medical care over a prolonged period of time (as determined by a treatment
     plan approved by the Contractor in consultation with the primary care
     provider, the designated specialist and the Enrollee or his/her designee),
     out-of-network referrals and continuation of existing treatment
     relationships with out-of-network providers (during transitional period).

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Procedures for requesting specialist physicians to function as PCP

     2.   Procedures for requesting standing referrals to specialists and/or
          specialty centers, out-of-network referrals, and continuation of
          existing treatment relationships

     3.   Procedures to meet Enrollee needs for, durable medical equipment,
          medical supplies, home visits as appropriate


                                   APPENDIX J
                                 October 1, 2005
                                      J-10

<PAGE>

     4.   Appropriately trained Contractor staff to function as case managers
          for special needs populations, or sub-contract arrangements for case
          management

     5.   Procedures for informing Enrollees about the availability of case
          management services

     COMPLIANCE PLAN SUBMISSION

     1.   A description of the Contractor case management program for people
          with disabilities, including case management functions, procedures for
          qualifying for and being assigned a case manager, and description of
          case management staff qualifications

     2.   A description of the Contractor's model protocol to enable
          Participating Providers, at their point of service, to identify
          Enrollees who require a case manager

     3.   A description of the Contractor's protocol for assignment of
          specialists as PCP, and for standing referrals to specialists and
          specialty centers, out-of-network referrals and continuing treatment
          relationships

     4.   A description of the Contractor's notice procedures to Enrollees
          regarding the availability of case management services, specialists as
          PCPs, standing referrals to specialists and specialty centers,
          out-of-network referrals and continuing treatment relationships

D.   PARTICIPATING PROVIDERS

     STANDARD FOR COMPLIANCE

     The Contractor's network will include all the provider types necessary to
     furnish the Benefit Package, to assure appropriate and timely health care
     to all Enrollees, including those with chronic illness and/or disabilities.
     Physical accessibility is not limited to entry to a provider site, but also
     includes access to services within the site, e.g., exam tables and medical
     equipment.

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Process for the Contractor to evaluate provider network to ascertain
          the degree of provider accessibility to persons with disabilities, to
          identify barriers to access and required modifications to
          policies/procedures

     2.   Model protocol to assist Participating Providers, at their point of
          service, to identify Enrollees who require case manager, audio,
          visual, mobility aids, or other accommodations

     3.   Model protocol for determining needs of Enrollees with mental
          disabilities

     4.   Use of Wheelchair Accessibility Certification Form (see attached)

     5.   Submission of map of physically accessible sites


                                   APPENDIX J
                                 October 1, 2005
                                      J-11

<PAGE>

     6.   Training for providers re: compliance with Title III of ADA, e.g. site
          access requirements for door widths, wheelchair ramps, accessible
          diagnostic/treatment rooms and equipment; communication issues;
          attitudinal barriers related to disability, etc. (Resources and
          technical assistance are available through the NYS Office of Advocate
          for Persons with Disabilities -V/TTY (800) 522-4369; and the NYC
          Mayor's Office for People with Disabilities - (212) 788-2830 or TTY
          (212) 788-2838).

     7.   Use of NYS Office of Persons with Disabilities (OAPD) ADA
          Accessibility Checklist for Existing Facilities and NYC Addendum to
          OAPD ADA Accessibility Checklist as guides for evaluating existing
          facilities and for new construction and/or alteration.

     COMPLIANCE PLAN SUBMISSION

     1.   A description of how the Contractor will ensure that its Participating
          Provider network is accessible to persons with disabilities. This
          includes the following:

          -    Policies and procedures to prevent discrimination on the basis of
               disability or type of illness or condition

          -    Identification of Participating Provider sites which are
               accessible by people with mobility impairments, including people
               using mobility devices. If certain provider sites are not
               physically accessible to persons with disabilities, the
               Contractor shall describe reasonable, alternative means that
               result in making the provider services readily accessible

          -    Identification of Participating Provider sites which do not have
               access to sign language interpreters or reasonable alternative
               means to communicate with Enrollees who are deaf or hard of
               hearing; and for those sites, a description of reasonable
               alternative methods to ensure that services will be made
               accessible

          -    Identification of Participating Providers which do not have
               adequate communication systems for Enrollees who are blind or
               have vision impairments (e.g. raised symbol and lettering or
               visual signal appliances), and for those sites, a description of
               reasonable alternative methods to ensure that services will be
               made accessible

     2.   A description of how the Contractor's specialty network is sufficient
          to meet the needs of Enrollees with disabilities

     3.   A description of methods to ensure the coordination of out-of-network
          providers to meet the needs of the Enrollees with disabilities

          -    This may include the implementation of a referral system to
               ensure that the health care needs of Enrollees with disabilities
               are met appropriately

          -    The Contractor shall describe policies and procedures to allow
               for the continuation of existing relationships with
               out-of-network providers, when in the best interest of the
               Enrollee with a disability


                                   APPENDIX J
                                 October 1, 2005
                                      J-12

<PAGE>

     4.   Submission of the ADA Compliance Summary Report or Contractor
          statement that data submitted to SDOH on the Health Provider Network
          (HPN) files is an accurate reflection of each network's physical
          accessibility.

E.   POPULATIONS WITH SPECIAL HEALTH CARE NEEDS

     STANDARD FOR COMPLIANCE

     The Contractor will have satisfactory methods for identifying persons at
     risk of, or having, chronic disabilities and determining their specific
     needs in terms of specialist physician referrals, durable medical
     equipment, medical supplies, home health services, etc. The Contractor will
     have satisfactory systems for coordinating service delivery and, if
     necessary, procedures to allow continuation of existing relationships with
     out-of-network provider for course of treatment.

     SUGGESTED METHODS FOR COMPLIANCE

     1.   Procedures for requesting standing referrals to specialists and/or
          specialty centers, specialist physicians to function as PCP,
          out-of-network referrals, and continuation of existing relationships
          with out-of-network providers for course of treatment

     2.   Linkages with behavioral health agencies, disability and advocacy
          organizations, etc.

     3.   Adequate network of providers and sub-specialists (including pediatric
          providers and sub-specialists) and contractual relationships with
          tertiary institutions

     4.   Procedures for assuring that these populations receive appropriate
          diagnostic work-ups on a timely basis

     5.   Procedures for assuring that these populations receive appropriate
          access to durable medical equipment on a timely basis

     6.   Procedures for assuring that these populations receive appropriate
          allied health professionals (Physical, Occupational and Speech
          Therapists, Audiologists) on a timely basis

     7.   State designation as a Well Qualified Plan to serve the OMRDD
          population and look-alikes

     COMPLIANCE PLAN SUBMISSION

     1.   A description of arrangements to ensure access to specialty care
          providers and centers in and out of New York State, standing
          referrals, specialist physicians to function as PCP, out-of-network
          referrals, and continuation of existing relationships (out-of-network)
          for diagnosis and treatment of rare disorders

     2.   A description of appropriate service delivery for children with
          disabilities. This may include a description of methods for
          interacting with school


                                   APPENDIX J
                                 October 1, 2005
                                      J-13

<PAGE>

          districts, child protective service agencies, early intervention
          officials, behavioral health, and disability and advocacy
          organizations.

     3.   A description of the sub-specialist network, including contractual
          relationships with tertiary institutions to meet the health care needs
          of people with disabilities

F.   ADDITIONAL ADA RESPONSIBILITIES FOR PUBLIC ACCOMMODATIONS

     Please note that Title III of the ADA applies to all non-governmental
     providers of health care. Title III of the Americans with Disabilities Act
     prohibits discrimination on the basis of disability in the full and equal
     enjoyment of goods, services, facilities, privileges, advantages or
     accommodations of any place of public accommodation. A public accommodation
     is a private entity that owns, leases or leases to, or operates a place of
     public accommodation. Places of public accommodation identified by the ADA
     include, but are not limited to, stores (including pharmacies) offices
     (including doctors' offices), hospitals, health care providers, and social
     service centers.

     New and altered areas and facilities must be as accessible as possible.
     Barriers must be removed from existing facilities when it is readily
     achievable, defined by the ADA as easily accomplishable without much
     difficulty or expense. Factors to be considered when determining if barrier
     removal is readily achievable include the cost of the action, the financial
     resources of the site involved, and, if applicable, the overall financial
     resources of any parent corporation or entity. If barrier removal is not
     readily achievable, the ADA requires alternate methods of making goods and
     services available. New facilities must be accessible unless structurally
     impracticable.

     Title III also requires places of public accommodation to provide any
     auxiliary aids and services that are needed to ensure equal access to the
     services it offers, unless a fundamental alteration in the nature of
     services or an undue burden would result. Auxiliary aids include, but are
     not limited to, qualified sign interpreters, assistive listening systems,
     readers, large print materials, etc. Undue burden is defined as
     "significant difficulty or expense". The factors to be considered in
     determining "undue burden" include, but are not limited to, the nature and
     cost of the action required and the overall financial resources of the
     provider. "Undue burden" is a higher standard than "readily achievable" in
     that it requires a greater level of effort on the part of the public
     accommodation.


                                   APPENDIX J
                                 October 1, 2005
                                      J-14

<PAGE>

     Please note also that the ADA is not the only law applicable for people
     with disabilities. In some cases, State or local laws require more than the
     ADA. For example, New York City's Human Rights Law, which also prohibits
     discrimination against people with disabilities, includes people whose
     impairments are not as "substantial" as the narrower ADA and uses the
     higher "undue burden" ("reasonable") standard where the ADA requires only
     that which is "readily achievable". New York City's Building Code does not
     permit access waivers for newly constructed facilities and requires
     incorporation of access features as existing facilities are renovated.
     Finally, the State Hospital code sets a higher standard than the ADA for
     provision of communication (such as sign language interpreters) for
     services provided at most hospitals, even on an outpatient basis.


                                   APPENDIX J
                                 October 1, 2005
                                      J-15

<PAGE>

                                   APPENDIX K

                             PREPAID BENEFIT PACKAGE
                           DEFINITIONS OF COVERED AND
                              NON-COVERED SERVICES

K.1  CHART OF PREPAID BENEFIT PACKAGE

     -    MEDICAID MANAGED CARE NON-SSI (MMC NON-SSI)

     -    MEDICAID MANAGED CARE SSI (MMC SSI)

     -    MEDICAID FEE-FOR-SERVICE (MFFS)

     -    FAMILY HEALTH PLUS (FHPLUS)

K.2  PREPAID BENEFIT PACKAGE DEFINITIONS OF COVERED SERVICES

K.3  MEDICAID MANAGED CARE DEFINITIONS OF NON-COVERED SERVICES

K.4  FAMILY HEALTH PLUS NON-COVERED SERVICES


                                   APPENDIX K
                                 October 1, 2005
                                       K-l

<PAGE>

                                   APPENDIX K
                             PREPAID BENEFIT PACKAGE
                 DEFINITIONS OF COVERED AND NON-COVERED SERVICES

1.   GENERAL

     a)   The categories of services in the Medicaid Managed Care and Family
          Health Plus Benefit Packages, including optional-covered services
          shall be provided by the Contractor to MMC Enrollees and FHPlus
          Enrollees, respectively, when medically necessary under the terms of
          this Agreement. The definitions of covered and non-covered services
          herein are in summary form; the full description and scope of each
          covered service as established by the New York Medical Assistance
          Program are set forth in the applicable NYS Medicaid Provider Manual,
          except for the Eye Care and Vision benefit for FHPlus Enrollees which
          is described in Section 19 of Appendix K.2.

     b)   All care provided by the Contractor, pursuant to this Agreement, must
          be provided, arranged, or authorized by the Contractor or its
          Participating Providers with the exception of most behavioral health
          services to SSI or SSI related beneficiaries, and emergency services,
          emergency transportation, Family Planning and Reproductive Health
          services, mental health and chemical dependence assessments (one (1)
          of each per year), court ordered services, and services provided by
          Local Public Health Agencies as described in Section 10 of this
          Agreement.

     c)   This Appendix contains the following sections:

          i)   K.1 - "Chart of Prepaid Benefit Package" lists the services
               provided by the Contractor to all Medicaid Managed Care Non-SSI
               Enrollees, Medicaid Managed Care SSI Enrollees, Medicaid
               fee-for-service coverage for carved out and wraparound benefits,
               and Family Health Plus Enrollees.

          ii)  K.2 - "Prepaid Benefit Package Definitions Of Covered Services"
               describes the covered services, as numbered in K.1. Each service
               description applies to both MMC and FHPlus Benefit Package unless
               otherwise noted.

          iii) K.3 - "Medicaid Managed Care Definitions of Non-Covered Services"
               describes services that are not covered by the MMC Benefit
               Package. These services are covered by the Medicaid
               fee-for-service program unless otherwise noted.

          iv)  K.4 - "Family Health Plus Non-Covered Services" lists the
               services that are not covered by the FHPlus Benefit Package.
               There is no Medicaid fee-for-service coverage available for any
               service outside of the FHPlus Benefit Package.


                                   APPENDIX K
                                 October 1, 2005
                                       K-2

<PAGE>

                                       K.1

                             PREPAID BENEFIT PACKAGE

<TABLE>
<CAPTION>
*     COVERED SERVICES              MMC NON-SSI           MMC SSI               MFFS                 FHPLUS **
---   ----------------              -----------           -------               ----                 ---------
<S>   <C>                           <C>                   <C>                   <C>                  <C>
1.    Inpatient Hospital Services   Covered, unless       Covered, unless       Stay covered only    Covered, unless
                                    admit date precedes   admit date precedes   when admit date      admit date precedes
                                    Effective Date of     Effective Date of     precedes Effective   Effective Date
                                    Enrollment (see       Enrollment (see       Date of Enrollment   of Enrollment (see
                                    Section 6.8 of this   Section 6.8 of this   (see Section 6.8     Section 6.8 of this
                                    Agreement)            Agreement)            of this Agreement)   Agreement)

2.    Inpatient Stay Pending        Covered               Covered                                    Covered
      Alternate Level of Medical
      Care

3.    Physician Services            Covered               Covered                                    Covered

4.    Nurse Practitioner Services   Covered               Covered                                    Covered

5.    Midwifery Services            Covered               Covered                                    Covered

6.    Preventive Health Services    Covered               Covered                                    Covered

7.    Second Medical/Surgical       Covered               Covered                                    Covered
      Opinion

8.    Laboratory Services           Covered               Covered               HIV phenotypic,      Covered
                                                                                virtual phenotypic
                                                                                and genotypic drug
                                                                                resistance tests

9.    Radiology Services            Covered               Covered                                    Covered

10.   Prescription and              Pharmaceuticals and   Pharmaceuticals and   Covered outpatient   Covered, may be
      Non-Prescription (OTC)        medical supplies      medical supplies      drugs from the       limited to generic.
      Drugs, Medical Supplies,      routinely furnished   routinely furnished   list of Medicaid     Vitamins (except
      and Enteral Formula           or administered as    or administered as    reimbursable         to treat an illness
                                    part of a clinic or   part of a clinic or   prescription         or condition), OTCs,
                                    office visit          office visit          drugs, subject to    and medical
                                                                                any applicable       supplies are not
                                                                                co-payments          covered

11.   Smoking Cessation Products                                                Covered              Covered

12.   Rehabilitation Services       Covered               Covered                                    Covered for short
                                                                                                     term inpatient, and
                                                                                                     limited to 20
                                                                                                     visits per calendar
                                                                                                     year for outpatient
                                                                                                     PT and OT

13.   EPSDT Services/Child Teen     Covered               Covered                                    Covered
      Health Program (C/THP)
</TABLE>

*    See K_2 for Scope of Benefits

Note: If cell is blank, there is no coverage.

**   No Medicaid fee-for service-wrap around is available. Subject to applicable
     co-pays.


                                   APPENDIX K
                                 October 1, 2005
                                       K-3

<PAGE>

<TABLE>
<CAPTION>
*     COVERED SERVICES              MMC NON-SSI           MMC SSI               MFFS                 FHPLUS **
---   ----------------              -----------           -------               ----                 ---------
<S>   <C>                           <C>                   <C>                   <C>                  <C>
14.   Home Health Services          Covered               Covered                                    Covered for 40
                                                                                                     visits in lieu of a
                                                                                                     skilled nursing
                                                                                                     facility stay or
                                                                                                     hospitalization,
                                                                                                     plus 2 post partum
                                                                                                     home visits for
                                                                                                     high risk women

15    Private Duty Nursing          Covered               Covered                                    Not covered
      Services

16    Hospice                                                                   Covered              Covered

17.   Emergency Services            Covered               Covered                                    Covered

      Post-Stabilization Care       Covered               Covered                                    Covered
      Services (see also Appendix
      G of this Agreement)

18.   Foot Care Services            Covered               Covered                                    Covered

19.   Eye Care and Low Vision       Covered               Covered                                    Covered
      Services

20.   Durable Medical Equipment     Covered               Covered                                    Covered
      (DME)

21.   Audiology, Hearing Aids       Covered except for    Covered except for    Hearing aid          Covered including
      Services & Products           hearing aid           hearing aid           batteries            hearing aid
                                    batteries             batteries                                  batteries

22.   Family Planning and           Covered if included   Covered if included   Covered pursuant     Covered if included
      Reproductive Health           in Contractor's       in Contractor's       to Appendix C of     in Contractor's
      Services                      Benefit Package as    Benefit Package as    Agreement            Benefit Package as
                                    per Appendix M of     per Appendix M of                          per Appendix M of
                                    this Agreement        this Agreement                             this Agreement or
                                                                                                     through the DTP
                                                                                                     Contractor

23.   Non-Emergency                 Covered if included   Covered if included   Covered if not       Not Covered, except
      Transportation                in Contractor's       in Contractor's       included in          for transportation
                                    Benefit Package as    Benefit Package as    Contractor's         to C/THP services
                                    per Appendix M of     per Appendix M of     Benefit Package      for 19 and 20
                                    this Agreement        this Agreement                             year olds

24    Emergency Transportation      Covered if included   Covered if included   Covered if not       Covered
                                    in Contractor's       in Contractor's       included in
                                    Benefit Package as    Benefit Package as    Contractor's
                                    per Appendix M of     per Appendix M of     Benefit Package
                                    this Agreement        this Agreement
</TABLE>

*    See K_2 for Scope of Benefits

Note: If cell is blank, there is no coverage.

**   No Medicaid fee-for service-wrap around is available. Subject to applicable
     co-pays.


                                   APPENDIX K
                                 October 1, 2005
                                       K-4

<PAGE>

<TABLE>
<CAPTION>
*     COVERED SERVICES              MMC NON-SSI           MMC SSI               MFFS                 FHPLUS **
---   ----------------              -----------           -------               ----                 ---------
<S>   <C>                           <C>                   <C>                   <C>                  <C>
25.   Dental Services               Covered if included   Covered if included   Covered if not       Covered, if included
                                    in Contractor's       in Contractor's       included in the      in Contractor's
                                    Benefit Package as    Benefit Package as    Contractor's         Benefit Package as
                                    per Appendix M of     per Appendix M of     Benefit Package,     per Appendix M of
                                    this Agreement,       this Agreement,       Orthodonita in all   this Agreement,
                                    except orthodonita    except orthodonita    instances            excluding orthodontia

26.   Court-Ordered Services        Covered, pursuant     Covered, pursuant                          Covered, pursuant
                                    to court order (see   to court order (see                        to court order (see
                                    also Section 10.9     also Section 10.9                          also Section 10.9
                                    of this Agreement)    of this Agreement)                         of this Agreement)

27.   Prosthetic/Orthotic           Covered               Covered                                    Covered, except
      Services/Orthopedic                                                                            orthopedic shoes
      Footwear

28.   Mental Health Services        Covered subject to                          Covered for SSI      Covered subject to
                                    stop loss                                   Enrollees            calendar year
                                                                                                     benefit limit of 30
                                                                                                     days inpatient, 60
                                                                                                     visits outpatient,
                                                                                                     combined with
                                                                                                     chemical dependency
                                                                                                     services

29.   Detoxification Services       Covered               Covered                                    Covered

30.   Chemical Dependence           Covered subject to                          Covered for SSI      Covered subject to
      Inpatient Rehabilitation      stop loss                                   recipients           calendar year
      and Treatment Services                                                                         benefit limit 30
                                                                                                     days combined with
                                                                                                     mental health
                                                                                                     services

31    Chemical Dependence                                                       Covered              Covered subject to
      Outpatient                                                                                     calendar year
                                                                                                     benefit limits of
                                                                                                     60 visits combined
                                                                                                     with mental health
                                                                                                     services

32.   Experimental and/or           Covered on a case     Covered on a case                          Covered on a case
      Investigational Treatment     by case basis         by case basis                              by case basis

33.   Renal Dialysis                Covered               Covered                                    Covered

34.   Residential Health Care       Coveredsubject to     Coveredsubject to
      Facility Services (RHCF)      stop loss, except     stop loss, except
                                    for individuals in    for individuals in
                                    permanent placement   permanent placement
</TABLE>

*    See K_2 for Scope of Benefits

Note: If cell is blank, there is no coverage.

**   No Medicaid fee-for service-wrap around is available. Subject to applicable
     co-pays.


                                   APPENDIX K
                                 October 1, 2005
                                       K-5

<PAGE>

                                       K.2

                             PREPAID BENEFIT PACKAGE
                         DEFINITIONS OF COVERED SERVICES

SERVICE DEFINITIONS IN THIS SECTION PERTAIN TO BOTH MMC AND FHPLUS UNLESS
OTHERWISE INDICATED.

1.   INPATIENT HOSPITAL SERVICES

     Inpatient hospital services, as medically necessary, shall include, except
     as otherwise specified, the care, treatment, maintenance and nursing
     services as may be required, on an inpatient hospital basis, up to 365 days
     per year (366 days in leap year). The Contractor will not be responsible
     for hospital stays that commence prior to the Effective Date of Enrollment
     (see Section 6.8 of this Agreement), but will be responsible for stays that
     commence prior to the Effective Date of Disenrollment (see Section 8.5 of
     this Agreement). Among other services, inpatient hospital services
     encompass a full range of necessary diagnostic and therapeutic care
     including medical, surgical, nursing, radiological, and rehabilitative
     services. Services are provided under the direction of a physician,
     certified nurse practitioner, or dentist.

2.   INPATIENT STAY PENDING ALTERNATE LEVEL OF MEDICAL CARE

     Inpatient stay pending alternate level of medical care, or continued care
     in a hospital pending placement in an alternate lower medical level of
     care, consistent with the provisions of 18 NYCRR Section 505.20 and 10
     NYCRR Part 85.

3.   PHYSICIAN SERVICES

     a)   "Physician services," whether furnished in the office, the Enrollee's
          home, a hospital, a skilled nursing facility, or elsewhere, means
          services furnished by a physician:

          i)   within the scope of practice of medicine as defined in law by the
               New York State Education Department; and

          ii)  by or under the personal supervision of an individual licensed
               and currently registered by the New York State Education
               Department to practice medicine.

     b)   Physician services include the full range of preventive care services,
          primary care medical services and physician specialty services that
          fall within a physician's scope of practice under New York State law.

     c)   The following are also included without limitations:

          i)   pharmaceuticals and medical supplies routinely furnished or
               administered as part of a clinic or office visit;


                                   APPENDIX K
                                 October 1, 2005
                                       K-6

<PAGE>

          ii)  physical examinations, including those which are necessary for
               employment, school, and camp;

          iii) physical and/or mental health, or chemical dependence
               examinations of children and their parents as requested by the
               LDSS to fulfill its statutory responsibilities for the protection
               of children and adults and for children in foster care;

          iv)  health and mental health assessments for the purpose of making
               recommendations regarding a Enrollee's disability status for
               Federal SSI applications;

          v)   health assessments for the Infant/Child Assessment Program
               (ICHAP);

          vi)  annual preventive health visits for adolescents;

          vii) new admission exams for school children if required by the LDSS;

          viii)health screening, assessment and treatment of refugees, including
               completing SDOH/LDSS required forms;

          ix)  Child/Teen Health Program (C/THP) services which are
               comprehensive primary health care services provided to persons
               under twenty-one (21) years of age (see Section 10.4 of this
               Agreement).

4.   CERTIFIED NURSE PRACTITIONER SERVICES

     a)   Certified nurse practitioner services include preventive services, the
          diagnosis of illness and physical conditions, and the performance of
          therapeutic and corrective measures, within the scope of the certified
          nurse practitioner's licensure and collaborative practice agreement
          with a licensed physician in accordance with the requirements of the
          NYS Education Department.

     b)   The following services are also included in the certified nurse
          practitioner's scope of services, without limitation:

          i)   Child/Teen Health Program(C/THP) services which are comprehensive
               primary health care services provided to persons under twenty-one
               (21) (see Item 13 of this Appendix and Section 10.4 of this
               Agreement);

          ii)  Physical examinations, including those which are necessary for
               employment, school and camp.


                                   APPENDIX K
                                 October 1, 2005
                                       K-7

<PAGE>

5.   MIDWIFERY SERVICES

     SSA Section 1905 (a)(17), Education Law Section 6951(i).

     Midwifery services include the management of normal pregnancy, childbirth
     and postpartum care as well as primary preventive reproductive health care
     to essentially healthy women as specified in a written practice agreement
     and shall include newborn evaluation, resuscitation and referral for
     infants. The care may be provided on an inpatient or outpatient basis,
     including in a birthing center or in the Enrollee's home as appropriate.
     The midwife must be licensed by the NYS Education Department.

6.   PREVENTIVE HEALTH SERVICES

     a)   Preventive health services means care and services to avert
          disease/illness and/or its consequences. There are three (3) levels of
          preventive health services: 1) primary, such as immunizations, aimed
          at preventing disease; 2) secondary, such as disease screening
          programs aimed at early detection of disease; and 3) tertiary, such as
          physical therapy, aimed at restoring function after the disease has
          occurred. Commonly, the term "preventive care" is used to designate
          prevention and early detection programs rather than restorative
          programs.

     b)   The Contractor must offer the following preventive health services
          essential for promoting and preventing illness:

          i)   General health education classes.

          ii)  Pneumonia and influenza immunizations for at risk populations.

          iii) Smoking cessation classes, with targeted outreach for adolescents
               and pregnant women.

          iv)  Childbirth education classes.

          v)   Parenting classes covering topics such as bathing, feeding,
               injury prevention, sleeping, illness prevention, steps to follow
               in an emergency, growth and development, discipline, signs of
               illness, etc.

          vi)  Nutrition counseling, with targeted outreach for diabetics and
               pregnant women.

          vii) Extended care coordination, as needed, for pregnant women.

          viii) HIV counseling and testing.

7.   SECOND MEDICAL/SURGICAL OPINIONS

     The Contractor will allow Enrollees to obtain second opinions for diagnosis
     of a condition, treatment or surgical procedure by a qualified physician or
     appropriate specialist, including one affiliated with a specialty care
     center. In the event that the Contractor determines that it does not have a
     Participating Provider in its network with appropriate training and
     experience qualifying the Participating Provider to provide a second
     opinion, the Contractor shall make a referral to an appropriate
     Non-Participating Provider. The Contractor shall pay for the cost of the
     services associated with obtaining a second opinion regarding medical or
     surgical care, including diagnostic and evaluation services, provided by
     the Non-Participating Provider.


                                   APPENDIX K
                                 October 1, 2005
                                       K-8

<PAGE>

     8.   LABORATORY SERVICES
          18 NYCRR Section 505.7(a)

          a)   Laboratory services include medically necessary tests and
               procedures ordered by a qualified medical professional and listed
               in the Medicaid fee schedule for laboratory services.

          b)   All laboratory testing sites providing services under this
               Agreement must have a permit issued by the New York State
               Department of Health and a Clinical Laboratory Improvement Act
               (CLIA) certificate of waiver, a physician performed microscopy
               procedures (PPMP) certificate, or a certificate of registration
               along with a CLIA identification number. Those laboratories with
               certificates of waiver or a PPMP certificate may perform only
               those specific tests permitted under the terms of their waiver.
               Laboratories with certificates of registration may perform a full
               range of laboratory tests for which they have been certified.
               Physicians providing laboratory testing may perform only those
               specific limited laboratory procedures identified in the
               Physician's NYS Medicaid Provider Manual.

          c)   For MMC only: coverage for HIV phenotypic, HIV virtual phenotypic
               and HIV genotypic drug resistance tests are covered by Medicaid
               fee-for-service.

     9.   RADIOLOGY SERVICES
          18 NYCRR Section 505.17(c)(7)(d)

          Radiology services include medically necessary services provided by
          qualified practitioners in the provision of diagnostic radiology,
          diagnostic ultrasound, nuclear medicine, radiation oncology, and
          magnetic resonance imaging (MRI). These services may only be performed
          upon the order of a qualified practitioner.

     10.  PRESCRIPTION AND NON-PRESCRIPTION (OTC) DRUGS, MEDICAL SUPPLIES AND
          ENTERAL FORMULAS

          a)   For Medicaid fee-for-service only: Medically necessary
               prescription and non-prescription (OTC) drugs, medical supplies
               and enteral formula are covered when ordered by a qualified
               provider.

          b)   MMC Enrollees are covered for prescription drugs through the
               Medicaid fee-for-service program. Pharmaceuticals and medical
               supplies routinely furnished or administered as part of a clinic
               or office visit are covered by the MMC Program. Self-administered
               injectable drugs (including those administered by a family
               member) and injectable drugs administered during a home care
               visit are covered by Medicaid fee-for-service if the drug is on
               the list of Medicaid reimbursable prescription drugs or covered
               by the Contractor, subject to medical necessity, if the drug is
               not on the list of Medicaid reimbursable prescription drugs.


                                   APPENDIX K
                                 October 1, 2005
                                       K-9

<PAGE>

          c)   For Family Health Plus only:

               i)   Prescription drugs are covered, but may be limited to
                    generic medications where medically acceptable. All
                    medications used for preventive and therapeutic purposes are
                    covered, as well as family planning or contraceptive
                    medications or devices.

               ii)  Coverage includes enteral formulas for home use for which a
                    physician or other provider authorized to prescribe has
                    issued a written order. Enteral formulas for the treatment
                    of specific diseases shall be distinguished from nutritional
                    supplements taken electively. Coverage for certain inherited
                    diseases of amino acid and organic acid metabolism shall
                    include modified solid food products that are low-protein or
                    which contain modified protein. Vitamins are not covered
                    except when necessary to treat a diagnosed illness or
                    condition.

               iii) Experimental and/or investigational drugs are generally
                    excluded, except where approved in the course of
                    experimental/investigational treatment.

               iv)  Drugs prescribed for cosmetic purposes are excluded.

               v)   Over-the-counter items are excluded with the exception of
                    diabetic supplies, including insulin and smoking cessation
                    agents. Non-prescription (OTC) drugs and medical supplies
                    are not covered.

     11.  SMOKING CESSATION PRODUCTS

          a)   MMC Enrollees are covered for smoking cessation products through
               the Medicaid fee-for-service program.

          b)   For Family Health Plus only: At least two courses of smoking
               cessation therapy per person per year, as medically necessary are
               covered. A course of therapy is defined as no more than a ninety
               (90)day supply (an original prescription and two (2) refills,
               even if less than a thirty (30)day supply is dispensed in any
               fill). Duplicative use of one agent is not allowed (i.e., same
               drug/same dosage form/same strength). Both prescription and
               over-the-counter therapies/agents are covered; this includes
               nicotine patches, inhalers, nasal sprays, gum, and Zyban
               (bupropion).

     12.  REHABILITATION SERVICES
          18 NYCRR Section 505.11

          a)   Rehabilitation services are provided for the maximum reduction of
               physical or mental disability and restoration of the Enrollee to
               his or her best functional level. Rehabilitation services include
               care and services rendered by physical therapists,
               speech-language pathologists and occupational therapists.
               Rehabilitation services may be provided in an Article 28
               inpatient or outpatient facility, in an Enrollee's home, in an
               approved home health agency, in the office of a qualified private
               practicing therapist or speech pathologist, or for a child in a
               school, pre-school or


                                   APPENDIX K
                                 October 1, 2005
                                      K-10

<PAGE>

               community setting, or in a Residential Health Care Facility
               (RHCF) as long as the Enrollee's stay is classified as a
               rehabilitative stay and meets the requirements for covered RHCF
               services as defined herein. For the MMC Program, rehabilitation
               services provided in Residential Health Care Facilities are
               subject to the stop-loss provisions specified in Section 3.13 of
               this Agreement. Rehabilitation services are covered as medically
               necessary, when ordered by the Contractor's Participating
               Provider.

          b)   For Family Health Plus only: Outpatient visits for physical and
               occupational therapy is limited to twenty (20) visits per
               calendar year. Coverage for speech therapy services is limited to
               those required for a condition amenable to significant clinical
               improvement within a two month period.

     13.  EARLY AND PERIODIC SCREENING, DIAGNOSTIC AND TREATMENT (EPSDT)
          SERVICES THROUGH THE CHILD TEEN HEALTH PROGRAM (C/THP) AND ADOLESCENT
          PREVENTIVE SERVICES
          18 NYCRR Section 508.8

          Child/Teen Health Program (C/THP) is a package of early and periodic
          screening, including inter-periodic screens and, diagnostic and
          treatment services that New York State offers all Medicaid eligible
          children under twenty-one (21) years of age. Care and services shall
          be provided in accordance with the periodicity schedule and guidelines
          developed by the New York State Department of Health. The care
          includes necessary health care, diagnostic services, treatment and
          other measures (described in Section 1905(a) of the Social Security
          Act) to correct or ameliorate defects, and physical and mental
          illnesses and conditions discovered by the screening services
          (regardless of whether the service is otherwise included in the New
          York State Medicaid Plan). The package of services includes
          administrative services designed to assist families obtain services
          for children including outreach, education, appointment scheduling,
          administrative case management and transportation assistance.

     14.  HOME HEALTH SERVICES
          18 NYCRR Section 505.23(a)(3)

          a)   Home health care services are provided to Enrollees in their
               homes by a home health agency certified under Article 36 of the
               PHL (Certified Home Health Agency - CHHA). Home health services
               mean the following services when prescribed by a Provider and
               provided to a Enrollee in his or her home:

               i)   nursing services provided on a part-time or intermittent
                    basis by a CHHA or, if there is no CHHA that services the
                    county/district, by a registered professional nurse or a
                    licensed practical nurse acting under the direction of the
                    Enrollee's PCP;

               ii)  physical therapy, occupational therapy, or speech pathology
                    and audiology services; and


                                   APPENDIX K
                                 October 1, 2005
                                      K-11

<PAGE>

          iii) home health services provided by a person who meets the training
               requirements of the SDOH, is assigned by a registered
               professional nurse to provide home health aid services in
               accordance with the Enrollee's plan of care, and is supervised by
               a registered professional nurse from a CHHA or if the Contractor
               has no CHHA available, a registered nurse, or therapist.

     b)   Personal care tasks performed by a home health aide incidental to a
          certified home health care agency visit, and pursuant to an
          established care plan, are covered.

     c)   Services include care rendered directly to the Enrollee and
          instructions to his/her family or caretaker such as teacher or day
          care provider in the procedures necessary for the Enrollee's treatment
          or maintenance.

     d)   The Contractor must provide up to two (2) post partum home visits for
          high risk infants and/or high risk mothers, as well as to women with
          less than a forty-eight (48) hour hospital stay after a vaginal
          delivery or less than a ninety-six (96) hour stay after a cesarean
          delivery. Visits must be made by a qualified health professional
          (minimum qualifications being an RN with maternal/child health
          background), the first visit to occur within forty-eight (48) hours of
          discharge.

     e)   For Family Health Plus only: coverage is limited to forty (40) home
          health care visits per calendar year in lieu of a skilled nursing
          facility stay or hospitalization. Post partum home visits apply only
          to high risk mothers. For the purposes of this Section, visit is
          defined as the delivery of a discreet service (e.g. nursing, OT, PT,
          ST, audiology or home health aide). Four (4) hours of home health aide
          services equals one visit.

15.  PRIVATE DUTY NURSING SERVICES - FOR MMC PROGRAM ONLY

     a)   Private duty nursing services shall be provided by a person possessing
          a license and current registration from the NYS Education Department
          to practice as a registered professional nurse or licensed practical
          nurse. Private duty nursing services can be provided through an
          approved certified home health agency, a licensed home care agency, or
          a private Practitioner. The location of nursing services may be in the
          MMC Enrollee's home or in the hospital.

     b)   Private duty nursing services are covered only when determined by the
          attending physician to be medically necessary. Nursing services may be
          intermittent, part-time or continuous and provided in accordance with
          the ordering physicians, or certified nurse practitioner's written
          treatment plan.

16.  HOSPICE SERVICES

     a)   Hospice Services means a coordinated hospice program of home and
          inpatient services which provide non-curative medical and support
          services for Enrollees certified by a physician to be terminally ill
          with a life expectancy of six (6) months or less.


                                   APPENDIX K
                                 October 1, 2005
                                      K-12

<PAGE>

     b)   Hospice services include palliative and supportive care provided to an
          Enrollee to meet the special needs arising out of physical,
          psychological, spiritual, social and economic stress which are
          experienced during the final stages of illness and during dying and
          bereavement. Hospices must be certified under Article 40 of the New
          York State Public Health Law. All services must be provided by
          qualified employees and volunteers of the hospice or by qualified
          staff through contractual arrangements to the extent permitted by
          federal and state requirements. All services must be provided
          according to a written plan of care which reflects the changing needs
          of the Enrollee and the Enrollee's family. Family members are eligible
          for up to five visits for bereavement counseling.

     c)   Medicaid Managed Care Enrollees receive coverage for hospice services
          through the Medicaid fee-for-service program.

17.  EMERGENCY SERVICES

     a)   Emergency conditions, medical or behavioral, the onset of which is
          sudden, manifesting itself by symptoms of sufficient severity,
          including severe pain, that a prudent layperson, possessing an average
          knowledge of medicine and health, could reasonably expect the absence
          of medical attention to result in (a) placing the health of the person
          afflicted with such condition in serious jeopardy, or in the case of a
          behavioral condition, placing the health of such person or others in
          serious jeopardy; (b) serious impairment of such person's bodily
          functions; (c) serious dysfunction of any bodily organ or part of such
          person; or (d) serious disfigurement of such person are covered.
          Emergency services include health care procedures, treatments or
          services needed to evaluate or stabilize an Emergency Medical
          Condition including psychiatric stabilization and medical
          detoxification from drugs or alcohol. A medical assessment (triage) is
          covered for non-emergent conditions. See also Appendix G of this
          Agreement.

     b)   Post Stabilization Care Services means services related to an
          emergency medical condition that are provided after an Enrollee is
          stabilized in order to maintain the stabilized condition, or to
          improve or resolve the Enrollee's condition. These services are
          covered pursuant to Appendix G of this Agreement.

18.  FOOT CARE SERVICES

     a)   Covered services must include routine foot care when the physical
          condition of any Enrollee (regardless of age) poses a hazard due to
          the presence of localized illness, injury or symptoms involving the
          foot, or when performed as a necessary and integral part of otherwise
          covered services such as the diagnosis and treatment of diabetes,
          ulcers, and infections.

     b)   Services provided by a podiatrist for persons under twenty-one (21)
          must be covered upon referral of a physician, registered physician
          assistant, certified nurse practitioner or licensed midwife.


                                   APPENDIX K
                                 October 1, 2005
                                      K-13

<PAGE>

     c)   Routine hygienic care of the feet, the treatment of corns and
          calluses, the trimming of nails, and other hygienic care such as
          cleaning or soaking feet, is not covered in the absence of a
          pathological condition.


                                   APPENDIX K
                                 October 1, 2005
                                      K-14

<PAGE>

19.  EYE CARE AND LOW VISION SERVICES

     18 NYCRR Section 505.6(b)(l-3)
     SSL Section 369-ee(l)(e)(xii)

     a)   For Medicaid Managed Care only:

          i)   Emergency, preventive and routine eye care services are covered.
               Eye care includes the services of ophthalmologists, optometrists
               and ophthalmic dispensers, and includes eyeglasses, medically
               necessary contact lenses and polycarbonate lenses, artificial
               eyes (stock or custom-made), low vision aids and low vision
               services. Eye care coverage includes the replacement of lost or
               destroyed eyeglasses. The replacement of a complete pair of
               eyeglasses must duplicate the original prescription and frames.
               Coverage also includes the repair or replacement of parts in
               situations where the damage is the result of causes other than
               defective workmanship. Replacement parts must duplicate the
               original prescription and frames. Repairs to, and replacements
               of, frames and/or lenses must be rendered as needed.

          ii)  If the Contractor does not provide upgraded eyeglass frames or
               additional features (such as scratch coating, progressive lenses
               or photo-gray lenses) as part of its covered vision benefit, the
               Contractor cannot apply the cost of its covered eyeglass benefit
               to the total cost of the eyeglasses the Enrollee wants and bill
               only the difference to the Enrollee. The Enrollee can choose to
               purchase the upgraded frames and/or additional features by paying
               the entire cost of the eyeglasses as a private customer. For
               example, if the Contractor covers standard bifocal eyeglasses and
               the Enrollee wants no-line bifocal eyeglasses, the Enrollee must
               choose between taking the standard bifocal eyeglasses or paying
               the full price of the no-line bifocal eyeglasses (not just the
               difference between the cost of biofocal lenses and the no-line
               lenses). The Enrollee must be informed of this fact by the vision
               care provider at the time that the glasses are ordered.

          iii) Examinations for diagnosis and treatment for visual defects
               and/or eye disease are provided only as necessary and as required
               by the Enrollee's particular condition. Examinations which
               include refraction are limited to once every twenty four (24)
               months unless otherwise justified as medically necessary.

          iv)  Eyeglasses do not require changing more frequently than once
               every twenty four (24) months unless medically indicated, such as
               a change in correction greater than 1/2 diopter, or unless the
               glasses are lost, damaged, or destroyed.

          v)   An ophthalmic dispenser fills the prescription of an optometrist
               or ophthalmologist and supplies eyeglasses or other vision aids
               upon the order of a qualified practitioner.

          vi)  MMC Enrollees may self-refer to any Participating Provider of
               vision services (optometrist or ophthalmologist) for refractive
               vision services not more frequently than once every twenty four
               (24) months, or if otherwise justified as


                                   APPENDIX K
                                 October 1, 2005
                                      K-15

<PAGE>

               medically necessary or if eyeglasses are lost, damaged or
               destroyed as described above.

     b)   For Family Health Plus only:

          i)   Covered Services include emergency vision care and the following
               preventive and routine vision care provided once in any
               twenty-four (24) month period:

               A)   one eye examination;

               B)   either: one pair of prescription eyeglass lenses and a
                    frame, or prescription contact lenses where medically
                    necessary; and

               C)   one pair of medically necessary occupational eyeglasses.

          ii)  An ophthalmic dispenser fills the prescription of an optometrist
               or ophthalmologist and supplies eyeglasses or other vision aids
               upon the order of a qualified practitioner.

          iii) FHPlus Enrollees may self-refer to any Participating Provider of
               vision services (optometrist or ophthalmologist) for refractive
               vision services not more frequently than once every twenty four
               (24) months.

          iv)  If the Contractor does not provide upgraded frames or additional
               features that the Enrollee wants (such as scratch coating,
               progressive lenses or photo-gray lenses) as part of its covered
               vision benefit, the Contractor cannot apply the cost of its
               covered eyeglass benefit to the total cost of the eyeglasses the
               Enrollee wants and bill only the difference to the Enrollee. The
               Enrollee can choose to purchase the upgraded frames and/or
               additional features by paying the entire cost of the eyeglasses
               as a private customer. For example, if the Contractor covers
               standard bifocal eyeglasses and the Enrollee wants no-line
               bifocal eyeglasses, the Enrollee must choose between taking the
               standard bifocal glasses or paying the full price for the no-line
               bifocal eyeglasses (not just the difference between the cost of
               bifocal lenses and no-line lenses). The Enrollee must be informed
               of this fact by the vision care provider at the time that the
               glasses are ordered.

          v)   Contact lenses are covered only when medically necessary. Contact
               lenses shall not be covered solely because the FHPlus Enrollee
               selects contact lenses in lieu of receiving eyeglasses.

          vi)  Coverage does not include the replacement of lost, damaged or
               destroyed eyeglasses.

          vii) The occupational vision benefit for FHPlus Enrollees covers the
               cost of job-related eyeglasses if that need is determined by a
               Participating Provider through special testing done in
               conjunction with a regular vision examination. Such examination
               shall determine whether a special pair of eyeglasses would
               improve the performance of job-related activities. Occupational
               eyeglasses can be provided in addition to regular glasses but are
               available only in conjunction with


                                   APPENDIX K
                                 October 1, 2005
                                      K-16

<PAGE>

               a regular vision benefit once in any twenty-four (24) month
               period. FHPlus Enrollees may purchase an upgraded frame or lenses
               for occupational eyeglasses by paying the entire cost as a
               private customer. Sun-sensitive and polarized lens options are
               not available for occupational eyeglasses.

20.  DURABLE MEDICAL EQUIPMENT (DME)

     18 NYCRR Section 505.5(a)(l) and Section 4.4 of the NYS Medicaid DME,
     Medical and Surgical Supplies and Prosthetic and Orthotic Appliances
     Provider Manual

     a)   Durable Medical Equipment (DME) are devices and equipment, other than
          medical/surgical supplies, enteral formula, and prosthetic or orthotic
          appliances, and have the following characteristics:

          i)   can withstand repeated use for a protracted period of time;

          ii)  are primarily and customarily used for medical purposes;

          iii) are generally not useful to a person in the absence of illness or
               injury; and

          iv)  are usually not fitted, designed or fashioned for a particular
               individual's use. Where equipment is intended for use by only one
               (1) person, it may be either custom made or customized.

     b)   Coverage includes equipment servicing but excludes disposable medical
          supplies.

21.  AUDIOLOGY, HEARING AID SERVICES AND PRODUCTS

     18 NYCRR Section 505.31 (a)(l)(2) and Section 4.7 of the NYS Medicaid
     Hearing Aid Provider Manual

     a)   Hearing aid services and products are provided in compliance with
          Article 37-A of the General Business Law when medically necessary to
          alleviate disability caused by the loss or impairment of hearing.
          Hearing aid services include: selecting, fitting and dispensing of
          hearing aids, hearing aid checks following dispensing of hearing aids,
          conformity evaluation, and hearing aid repairs.

     b)   Audiology services include audiometric examinations and testing,
          hearing aid evaluations and hearing aid prescriptions or
          recommendations, as medically indicated.

     c)   Hearing aid products include hearing aids, earmolds, special fittings,
          and replacement parts.

     d)   Hearing aid batteries:

          i)   For Family Health Plus only: Hearing aid batteries are covered as
               part of the prescription drug benefit.

          ii)  For Medicaid Managed Care only: Hearing aid batteries are covered
               through the Medicaid fee-for-service program.

22.  FAMILY PLANNING AND REPRODUCTIVE HEALTH CARE


                                   APPENDIX K
                                 October 1, 2005
                                      K-17

<PAGE>

     a)   Family Planning and Reproductive Health Care services means the
          offering, arranging and furnishing of those health services which
          enable Enrollees, including minors who may be sexually active, to
          prevent or reduce the incidence of unwanted pregnancy, as specified in
          Appendix C of this Agreement.

     b)   HIV counseling and testing is included in coverage when provided as
          part of a Family Planning and Reproductive Health visit.

     c)   All medically necessary abortions are covered, as specified in
          Appendix C of this Agreement.

     d)   Fertility services are not covered.

     e)   If the Contractor excludes Family Planning and Reproductive Health
          services from its Benefit Package, as specified in Appendix M of this
          Agreement, the Contractor is required to comply with the requirements
          of Appendix C.3 of this Agreement and still provide the following
          services:

          i)   screening, related diagnosis, ambulatory treatment, and referral
               to Participating Provider as needed for dysmenorrhea, cervical
               cancer or other pelvic abnormality/pathology;

          ii)  screening, related diagnosis, and referral to Participating
               Provider for anemia, cervical cancer, glycosuria, proteinuria,
               hypertension, breast disease and pregnancy.

23.  NON-EMERGENCY TRANSPORTATION

     a)   Transportation expenses are covered for MMC Enrollees when
          transportation is essential in order for a MMC Enrollee to obtain
          necessary medical care and services which are covered under the
          Medicaid program (either as part of the Contractor's Benefit Package
          or by Medicaid fee-for-service). Non-emergent transportation
          guidelines may be developed in conjunction with the LDSS, based on the
          LDSS' approved transportation plan.

     b)   Transportation services means transportation by ambulance, ambulette
          fixed wing or airplane transport, invalid coach, taxicab, livery,
          public transportation, or other means appropriate to the MMC
          Enrollee's medical condition; and a transportation attendant to
          accompany the MMC Enrollee, if necessary. Such services may include
          the transportation attendant's transportation, meals, lodging and
          salary; however, no salary will be paid to a transportation attendant
          who is a member of the MMC Enrollee's family.

     c)   When the Contractor is capitated for non-emergency transportation, the
          Contractor is also responsible for providing transportation to
          Medicaid covered services that are not part of the Contractor's
          Benefit Package.


                                   APPENDIX K
                                 October 1, 2005
                                      K-18

<PAGE>

     d)   Non-emergency transportation is covered for FHPlus Enrollees that are
          nineteen (19) or twenty (20) years old and are receiving C/THP
          services.

     e)   For MMC Enrollees with disabilities, the method of transportation must
          reasonably accommodate their needs, taking into account the severity
          and nature of the disability.

     f)   Non-emergency transportation is covered for FHPlus Enrollees that are
          nineteen (19) or twenty (20) years old and are receiving C/THP
          services.

24.  EMERGENCY TRANSPORTATION

     a)   Emergency transportation can only be provided by an ambulance service,
          including air ambulance service. Emergency ambulance transportation
          means the provision of ambulance transportation for the purpose of
          obtaining hospital services for an Enrollee who suffers from severe,
          life-threatening or potentially disabling conditions which require the
          provision of Emergency Services while the Enrollee is being
          transported.

     b)   Emergency Services means the health care procedures, treatments or
          services needed to evaluate or stabilize an Emergency Medical
          Condition including, but not limited to, the treatment of trauma,
          burns, respiratory, circulatory and obstetrical emergencies.

     c)   Emergency ambulance transportation is transportation to a hospital
          emergency room generated by a "Dial 911" emergency system call or some
          other request for an immediate response to a medical emergency.
          Because of the urgency of the transportation request, insurance
          coverage or other billing provisions are not addressed until after the
          trip is completed. When the Contractor is capitated for this benefit,
          emergency transportation via 911 or any other emergency call system is
          a covered benefit and the Contractor is responsible for payment. The
          Contractor shall reimburse the transportation provider for all
          emergency ambulance services without regard for final diagnosis or
          prudent layperson standard.

25.  DENTAL SERVICES

     a)   Dental care includes preventive, prophylactic and other routine dental
          care, services, supplies and dental prosthetics required to alleviate
          a serious health condition, including one which affects employability.
          Orthodontic services are not covered.

     b)   Dental surgery performed in an ambulatory or inpatient setting is the
          responsibility of the Contractor, whether dental services are included
          in the Benefit Package or not. Inpatient claims and referred
          ambulatory claims for dental services provided in an inpatient or
          outpatient hospital setting for surgery, anesthesiology, X-rays, etc.
          are the responsibility of the Contractor. The Contractor shall set up
          procedures to prior approve dental services provided in inpatient and
          ambulatory settings.

     c)   For Medicaid Managed Care only:


                                   APPENDIX K
                                 October 1, 2005
                                      K-19

<PAGE>

          i)   As described in Sections 10.15 and 10.27 of this Agreement,
               Enrollees may self-refer to Article 28 clinics operated by
               academic dental centers to obtain covered dental services if
               dental services are included in the Benefit Package.

          ii)  Professional services of a dentist for dental surgery performed
               in an ambulatory or inpatient setting are billed Medicaid
               fee-for-service if the Contractor does not include dental
               services in the benefit package.

     d)   For Family Health Plus only: professional services of a dentist for
          dental surgery performed in an ambulatory or inpatient setting are not
          covered.

26.  COURT ORDERED SERVICES

     Court ordered services are those services ordered by a court of competent
     jurisdiction which are performed by or under the supervision of a
     physician, dentist, or other provider qualified under State law to furnish
     medical, dental, behavioral health (including treatment for mental health
     and/or chemical dependence), or other covered services. The Contractor is
     responsible for payment of those services included in the benefit package.

27.  PROSTHETIC/ORTHOTIC ORTHOPEDIC FOOTWEAR

     Section 4.5, 4.6 and 4.7 of the NYS Medicaid DME, Medical and Surgical
     Supplies and Prosthetic and Orthotic Appliances Provider Manual

     a)   Prosthetics are those appliances or devices which replace or perform
          the function of any missing part of the body. Artificial eyes are
          covered as part of the eye care benefit.

     b)   Orthotics are those appliances or devices which are used for the
          purpose of supporting a weak or deformed body part or to restrict or
          eliminate motion in a diseased or injured part of the body.

     c)   Medicaid Managed Care: Orthopedic Footwear means shoes, shoe
          modifications, or shoe additions which are used to correct,
          accommodate or prevent a physical deformity or range of motion
          malfunction in a diseased or injured part of the ankle or foot; to
          support a weak or deformed structure of the ankle or foot, or to form
          an integral part of a brace.

28.  MENTAL HEALTH SERVICES

     a)   Inpatient Services

          All inpatient mental health services, including voluntary or
          involuntary admissions for mental health services. The Contractor may
          provide the covered benefit for medically necessary mental health
          inpatient services through hospitals licensed pursuant to Article 28
          of the PHL.

     b)   Outpatient Services


                                   APPENDIX K
                                 October 1, 2005
                                      K-20

<PAGE>

          Outpatient services including but not limited to: assessment,
          stabilization, treatment planning, discharge planning, verbal
          therapies, education, symptom management, case management services,
          crisis intervention and outreach services, chlozapine monitoring and
          collateral services as certified by the New York State Office of
          Mental Health (OMH). Services may be provided in-home, in an office or
          in the community. Services may be provided by licensed OMH providers
          or by other providers of mental health services, including clinical
          psychologists and physicians.

     c)   Family Health Plus Enrollees have a combined mental health/chemical
          dependency benefit limit of thirty (30) days inpatient and sixty (60)
          outpatient visits per calendar year.

     d)   MMC SSI Enrollees obtain all mental health services through the
          Medicaid fee-for-service program.

29.  DETOXIFICATION SERVICES

     a)   Medically Managed Inpatient Detoxification

          These programs provide medically directed twenty-four (24) hour care
          on an inpatient basis to individuals who are at risk of severe alcohol
          or substance abuse withdrawal, incapacitated, a risk to self or
          others, or diagnosed with an acute physical or mental co-morbidity.
          Specific services include, but are not limited to: medical management,
          bio-psychosocial assessments, stabilization of medical psychiatric /
          psychological problems, individual and group counseling, level of care
          determinations and referral and linkages to other services as
          necessary. Medically Managed Detoxification Services are provided by
          facilities licensed by OASAS under Title 14 NYCRR Section 816.6 and
          the Department of Health as a general hospital pursuant to Article 28
          of the Public Health Law or by the Department of Health as a general
          hospital pursuant to Article 28 of the Public Health Law.

     b)   Medically Supervised Withdrawal

          i)   Medically Supervised Inpatient Withdrawal

               These programs offer treatment for moderate withdrawal on an
               inpatient basis. Services must include medical supervision and
               direction under the care of a physician in the treatment for
               moderate withdrawal. Specific services must include, but are not
               limited to: medical assessment within twenty four (24) hours of
               admission; medical supervision of intoxication and withdrawal
               conditions; bio-psychosocial assessments; individual and group
               counseling and linkages to other services as necessary.
               Maintenance on methadone while a patient is being treated for
               withdrawal from other substances may be provided where the
               provider is appropriately authorized. Medically Supervised
               Inpatient Withdrawal services are provided by facilities licensed
               under Title 14 NYCRR Section 816.7.

          ii)  Medically Supervised Outpatient Withdrawal


                                   APPENDIX K
                                 October 1, 2005
                                      K-21

<PAGE>

               These programs offer treatment for moderate withdrawal on an
               outpatient basis. Required services include, but are not limited
               to: medical supervision of intoxication and withdrawal
               conditions; bio-psychosocial assessments; individual and group
               counseling; level of care determinations; discharge planning; and
               referrals to appropriate services. Maintenance on methadone while
               a patient is being treated for withdrawal from other substances
               may be provided where the provider is appropriately authorized.
               Medically Supervised Outpatient Withdrawal services are provided
               by facilities licensed under Title 14 NYCRR Section 816.7.

     c)   For Medicaid Managed Care only; all detoxification and withdrawal
          services are a covered benefit for all Enrollees, including those
          categorized as SSI or SSI-related. Detoxification Services in Article
          28 inpatient hospital facilities are subject to the inpatient hospital
          stop-loss provisions specified in Section 3.11 of this Agreement.


                                   APPENDIX K
                                 October 1, 2005
                                      K-22

<PAGE>

30.  CHEMICAL DEPENDENCE INPATIENT REHABILITATION AND TREATMENT SERVICES

     a)   Services provided include intensive management of chemical dependence
          symptoms and medical management of physical or mental complications
          from chemical dependence to clients who cannot be effectively served
          on an outpatient basis and who are not in need of medical
          detoxification or acute care. These services can be provided in a
          hospital or free-standing facility. Specific services can include, but
          are not limited to: comprehensive admission evaluation and treatment
          planning; individual group, and family counseling; awareness and
          relapse prevention; education about self-help groups; assessment and
          referral services; vocational and educational assessment; medical and
          psychiatric consultation; food and housing; and HIV and AIDS
          education. These services may be provided by facilities licensed by
          the New York State Office of Alcoholism and Substance Abuse Services
          (OASAS) to provide Chemical Dependence Inpatient Rehabilitation and
          Treatment Services under Title 14 NYCRR Part 818. Maintenance on
          methadone while a patient is being treated for withdrawal from other
          substances may be provided where the provider is appropriately
          authorized.

     b)   Family Health Plus Enrollees have a combined mental health/chemical
          dependency benefit limit of thirty (30) days inpatient and sixty (60)
          outpatient visits per calendar year.

31.  OUTPATIENT CHEMICAL DEPENDENCY SERVICES

     a)   Medically Supervised Ambulatory Chemical Dependence Outpatient Clinic
          Programs

          Medically Supervised Ambulatory Chemical Dependence Outpatient Clinic
          Programs are licensed under Title 14 NYCRR Part 822 and provide
          chemical dependence outpatient treatment to individuals who suffer
          from chemical abuse or dependence and their family members or
          significant others.

     b)   Medically Supervised Chemical Dependence Outpatient Rehabilitation
          Programs

          Medically Supervised Chemical Dependence Outpatient Rehabilitation
          Programs provide full or half-day services to meet the needs of a
          specific target population of chronic alcoholic persons who need a
          range of services which are different from those typically provided in
          an alcoholism outpatient clinic. Programs are licensed by as Chemical
          Dependence Outpatient Rehabilitation Programs under Title 14 NYCRR
          Section 822.9.

     c)   Outpatient Chemical Dependence for Youth Programs

          Outpatient Chemical Dependence for Youth Programs (OCDY) are licensed
          under Title 14 NYCRR Part 823. OCDY programs offer discrete,
          ambulatory clinic services to chemically-dependent youth in a
          treatment setting that supports abstinence from chemical dependence
          (including alcohol and substance abuse) services.


                                   APPENDIX K
                                 October 1, 2005
                                      K-23

<PAGE>

     d)   Medicaid Managed Care Enrollees access outpatient chemical dependency
          services through the Medicaid fee-for-service program.

32.  EXPERIMENTAL AND/OR INVESTIGATIONAL TREATMENT

     a)   Experimental and/or investigational treatment are covered on a case by
          case basis.

     b)   Experimental and/or investigational treatment for life-threatening
          and/or disabling illnesses may also be considered for coverage under
          the external appeal process pursuant to the requirements of Section
          4910 of the PHL under the following conditions:

          i)   The Enrollee has had coverage of a health care service denied on
               the basis that such service is experimental and/or
               investigational, and

          ii)  The Enrollee's attending physician has certified that the
               Enrollee has a life-threatening or disabling condition or
               disease:

               A)   for which standard health services or procedures have been
                    ineffective or would be medically inappropriate, or

               B)   for which there does not exist a more beneficial standard
                    health service or procedure covered by the Contractor, or

               C)   for which there exists a clinical trial, and

          iii) The Enrollee's provider, who must be a licensed, board-certified
               or board-eligible physician, qualified to practice in the area of
               practice appropriate to treat the Enrollee's life-threatening or
               disabling condition or disease, must have recommended either:

               A)   a health service or procedure that, based on two (2)
                    documents from the available medical and scientific
                    evidence, is likely to be more beneficial to the Enrollee
                    than any covered standard health service or procedure; or

               B)   a clinical trial for which the Enrollee is eligible; and

          iv)  The specific health service or procedure recommended by the
               attending physician would otherwise be covered except for the
               Contractor's determination that the health service or procedure
               is experimental and/or investigational.

33.  RENAL DIALYSIS

     Renal dialysis may be provided in an inpatient hospital setting, in an
     ambulatory care facility, or in the home on recommendation from a renal
     dialysis center.

34.  RESIDENTIAL HEALTH CARE FACILITY (RHCF) SERVICES - FOR MMC PROGRAM ONLY


                                   APPENDIX K
                                 October 1, 2005
                                      K-24

<PAGE>

     a)   Residential Health Care Facility (RHCF) Services means inpatient
          nursing home services provided by facilities licensed under Article 28
          of the New York State Public Health Law, including AIDS nursing
          facilities. Covered services includes the following health care
          services: medical supervision, twenty-four (24) hour per day nursing
          care, assistance with the activities of daily living, physical
          therapy, occupational therapy, and speech/language pathology services
          and other services as specified in the New York State Health Law and
          Regulations for residential health care facilities and AIDS nursing
          facilities. These services should be provided to an MMC Enrollee:

          i)   Who is diagnosed by a physician as having one or more clinically
               determined illnesses or conditions that cause the MMC Enrollee to
               be so incapacitated, sick, invalid, infirm, disabled, or
               convalescent as to require at least medical and nursing care; and

          ii)  Whose assessed health care needs, in the professional judgment of
               the MMC Enrollee's physician or a medical team:

               A)   do not require care or active treatment of the MMC Enrollee
                    in a general or special hospital;

               B)   cannot be met satisfactorily in the MMC Enrollee's own home
                    or home substitute through provision of such home health
                    services, including medical and other health and
                    health-related services as are available in or near his or
                    her community; and

               C)   cannot be met satisfactorily in the physician's office, a
                    hospital clinic, or other ambulatory care setting because of
                    the unavailability of medical or other health and
                    health-related services for the MMC Enrollee in such setting
                    in or near his or her community.

     b)   The Contractor is also responsible for respite days and bed hold days
          authorized by the Contractor.

     c)   The Contractor is responsible for all medically necessary and
          clinically appropriate inpatient Residential Health Care Facility
          services authorized by the Contractor up to a sixty (60) day calendar
          year stop-loss for MMC Enrollees who are not in Permanent Placement
          Status as determined by LDSS.


                                   APPENDIX K
                                 October 1, 2005
                                      K-25

<PAGE>

                                       K.3

                  MEDICAID MANAGED CARE PREPAID BENEFIT PACKAGE
                       DEFINITIONS OF NON-COVERED SERVICES

The following services are excluded from the Contractor's Benefit Package, but
are covered, in most instances, by Medicaid fee-for-service:

1.   MEDICAL NON-COVERED SERVICES

     a)   Personal Care Agency Services

          i)   Personal care services (PCS) are the provision of some or total
               assistance with personal hygiene, dressing and feeding; and
               nutritional and environmental support (meal preparation and
               housekeeping). Such services must be essential to the maintenance
               of the Enrollee's health and safety in his or her own home. The
               service has to be ordered by a physician, and there has to be a
               medical need for the service. Licensed home care services
               agencies, as opposed to certified home health agencies, are the
               primary providers of PCS. Enrollees receiving PCS have to have a
               stable medical condition and are generally expected to be in
               receipt of such services for an extended period of time (years).

          ii)  Services rendered by a personal care agency which are approved by
               the LDSS are not covered under the Benefit Package. Should it be
               medically necessary for the PCP to order personal care agency
               services, the PCP (or the Contractor on the physician's behalf)
               must first contact the Enrollee's LDSS contact person for
               personal care. The district will determine the Enrollee's need
               for personal care agency services and coordinate with the
               personal care agency to develop a plan of care.

     b)   Residential Health Care Facilities (RHCF)

          Services provided in a Residential Health Care Facility (RHCF) to an
          individual who is determined by the LDSS to be in Permanent Status are
          not covered.

     c)   Hospice Program

          i)   Hospice is a coordinated program of home and inpatient care that
               provides non-curative medical and support services for persons
               certified by a physician to be terminally ill with a life
               expectancy of six (6) months or less. Hospice programs provide
               patients and families with palliative and supportive care to meet
               the special needs arising out of physical, psychological,
               spiritual, social and economic stresses which are experienced
               during the final stages of illness and during dying and
               bereavement.

          ii)  Hospices are organizations which must be certified under Article
               40 of the PHL. All services must be provided by qualified
               employees and volunteers of the


                                   APPENDIX K
                                 October 1, 2005
                                      K-26

<PAGE>

               hospice or by qualified staff through contractual arrangements to
               the extent permitted by federal and state requirements. All
               services must be provided according to a written plan of care
               which reflects the changing needs of the patient/family.

          iii) If an Enrollee becomes terminally ill and receives Hospice
               Program services, he or she may remain enrolled and continue to
               access the Contractor's Benefit Package while Hospice costs are
               paid for by Medicaid fee-for-service.

     d)   Prescription and Non-Prescription (OTC) Drugs, Medical Supplies, and
          Enteral Formula

          Coverage for drugs dispensed by community pharmacies, over the counter
          drugs, medical/surgical supplies and enteral formula are not included
          in the Benefit Package and will be paid for by Medicaid
          fee-for-service. Medical/surgical supplies are items other than drugs,
          prosthetic or orthotic appliances, or DME which have been ordered by a
          qualified practitioner in the treatment of a specific medical
          condition and which are: consumable, non-reusable, disposable, or for
          a specific rather than incidental purpose, and generally have no
          salvageable value (e.g. gauze pads, bandages and diapers).
          Pharmaceuticals and medical supplies routinely furnished or
          administered as part of a clinic or office visit are covered.

2.   NON-COVERED BEHAVIORAL HEALTH SERVICES

     a)   Chemical Dependence Services

          i)   Outpatient Rehabilitation and Treatment Services

               A)   Methadone Maintenance Treatment Program (MMTP)

                    Consists of drug detoxification, drug dependence counseling,
                    and rehabilitation services which include chemical
                    management of the patient with methadone. Facilities that
                    provide methadone maintenance treatment do so as their
                    principal mission and are certified by OASAS under 14 NYCRR
                    Part 828.

               B)   Medically Supervised Ambulatory Chemical Dependence
                    Outpatient Clinic Programs

                    Medically Supervised Ambulatory Chemical Dependence
                    Outpatient Clinic Programs are licensed under Title 14 NYCRR
                    Part 822 and provide chemical dependence outpatient
                    treatment to individuals who suffer from chemical abuse or
                    dependence and their family members or significant others.


                                   APPENDIX K
                                 October 1, 2005
                                      K-27

<PAGE>

               C)   Medically Supervised Chemical Dependence Outpatient
                    Rehabilitation Programs

                    Medically Supervised Chemical Dependence Outpatient
                    Rehabilitation Programs provide full or half-day services to
                    meet the needs of a specific target population of chronic
                    alcoholic persons who need a range of services which are
                    different from those typically provided in an alcoholism
                    outpatient clinic. Programs are licensed by as Chemical
                    Dependence Outpatient Rehabilitation Programs under Title 14
                    NYCRR Section 822.9.

               D)   Outpatient Chemical Dependence for Youth Programs

                    Outpatient Chemical Dependence for Youth Programs (OCDY)
                    licensed under Title 14 NYCRR Part 823, establish programs
                    and service regulations for OCDY programs. OCDY programs
                    offer discrete, ambulatory clinic services to
                    chemically-dependent youth in a treatment setting that
                    supports abstinence from chemical dependence (including
                    alcohol and substance abuse) services.

          ii)  Chemical Dependence Services Ordered by the LDSS

               A)   The Contractor is not responsible for the provision and
                    payment of Chemical Dependence Inpatient Rehabilitation and
                    Treatment Services ordered by the LDSS and provided to
                    Enrollees who have:

                    I)   been assessed as unable to work by the LDSS and are
                         mandated to receive Chemical Dependence Inpatient
                         Rehabilitation and Treatment Services as a condition of
                         eligibility for Public Assistance or Medicaid, or

                    II)  have been determined to be able to work with
                         limitations (work limited) and are simultaneously
                         mandated by the LDSS into Chemical Dependence Inpatient
                         Rehabilitation and Treatment Services (including
                         alcohol and substance abuse treatment services)
                         pursuant to work activity requirements.

               B)   The Contractor is not responsible for the provision and
                    payment of Medically Supervised Inpatient and Outpatient
                    Withdrawal Services ordered by the LDSS under Welfare Reform
                    (as indicated by Code 83).

               C)   The Contractor is responsible for the provision and payment
                    of Medically Managed Detoxification Services in this
                    Agreement.

               D)   If the Contractor is already providing an Enrollee with
                    Chemical Dependence Inpatient Rehabilitation and Treatment
                    Services and Detoxification Services and the LDSS is
                    satisfied with the level of care and services, then the
                    Contractor will continue to be responsible for the provision
                    and payment of these services.


                                   APPENDIX K
                                 October 1, 2005
                                      K-28

<PAGE>

     b)   Mental Health Services

          i)   Intensive Psychiatric Rehabilitation Treatment Programs (IPRT)

               Time limited, active psychiatric rehabilitation designed to
               assist a patient in forming and achieving mutually agreed upon
               goals in living, learning, working and social environments, to
               intervene with psychiatric rehabilitative technologies to
               overcome functional disabilities. IPRT services are certified by
               OMH under 14 NYCRR Part 587.

          ii)  Day Treatment

               A combination of diagnostic, treatment, and rehabilitative
               procedures which, through supervised and planned activities and
               extensive client-staff interaction, provides the services of the
               clinic treatment program, as well as social training, task and
               skill training and socialization activities. Services are
               expected to be of six (6) months duration. These services are
               certified by OMH under 14 NYCRR Part 587.

          iii) Continuing Day Treatment

               Provides treatment designed to maintain or enhance current levels
               of functioning and skills, maintain community living, and develop
               self-awareness and self-esteem. Includes: assessment and
               treatment planning; discharge planning; medication therapy;
               medication education; case management; health screening and
               referral; rehabilitative readiness development; psychiatric
               rehabilitative readiness determination and referral; and symptom
               management. These services are certified by OMH under 14 NYCRR
               Part 587.

          iv)  Day Treatment Programs Serving Children

               Day treatment programs are characterized by a blend of mental
               health and special education services provided in a fully
               integrated program. Typically these programs include: special
               education in small classes with an emphasis on individualized
               instruction, individual and group counseling, family services
               such as family counseling, support and education, crisis
               intervention, interpersonal skill development, behavior
               modification, art and music therapy.

          v)   Home and Community Based Services Waiver for Seriously
               Emotionally Disturbed Children

               This waiver is in select counties for children and adolescents
               who would otherwise be admitted to an institutional setting if
               waiver services were not provided. The services include
               individualized care coordination, respite, family support,
               intensive in-home skill building, and crisis response.


                                   APPENDIX K
                                 October 1, 2005
                                      K-29

<PAGE>

          vi)  Case Management

               The target population consists of individuals who are seriously
               and persistently mentally ill (SPMI), require intensive, personal
               and proactive intervention to help them obtain those services
               which will permit functioning in the community and either have
               symptomology which is difficult to treat in the existing mental
               health care system or are unwilling or unable to adapt to the
               existing mental health care system. Three case management models
               are currently operated pursuant to an agreement with OMH or a
               local governmental unit, and receive Medicaid reimbursement
               pursuant to 14 NYCRR Part 506. Please note: See generic
               definition of Comprehensive Medicaid Case Management (CMCM) under
               Item 3 - "Other Non-Covered Services."

          vii) Partial Hospitalization

               Provides active treatment designed to stabilize and ameliorate
               acute systems, serves as an alternative to inpatient
               hospitalization, or reduces the length of a hospital stay within
               a medically supervised program by providing the following:
               assessment and treatment planning; health screening and referral;
               symptom management; medication therapy; medication education;
               verbal therapy; case management; psychiatric rehabilitative
               readiness determination and referral and crisis intervention.
               These services are certified by OMH under NYCRR Part 587.

          viii)Services Provided Through OMH Designated Clinics for Children
               With A Diagnosis of Serious Emotional Disturbance (SED)

               These are services provided by designated OMH clinics to children
               and adolescents with a clinical diagnosis of SED.

          ix)  Assertive Community Treatment (ACT)

               ACT is a mobile team-based approach to delivering comprehensive
               and flexible treatment, rehabilitation, case management and
               support services to individuals in their natural living setting.
               ACT programs deliver integrated services to recipients and adjust
               services over time to meet the recipient's goals and changing
               needs; are operated pursuant to approval or certification by OMH;
               and receive Medicaid reimbursement pursuant to 14 NYCRR Part 508.

          x)   Personalized Recovery Oriented Services (PROS)

               PROS, licensed and reimbursed pursuant to 14 NYCRR Part 512, are
               designed to assist individuals in recovery from the disabling
               effects of mental illness through the coordinated delivery of a
               customized array of rehabilitation, treatment, and support
               services in traditional settings and in off-site locations.
               Specific components of PROS include Community Rehabilitation and
               Support, Intensive Rehabilitation, Ongoing Rehabilitation and
               Support and Clinical Treatment.


                                   APPENDIX K
                                 October 1, 2005
                                      K-30

<PAGE>

     c)   Rehabilitation Services Provided to Residents of OMH Licensed
          Community Residences (CRs) and Family Based Treatment Programs, as
          follows:

          i)   OMH Licensed CRs*

               Rehabilitative services in community residences are
               interventions, therapies and activities which are medically
               therapeutic and remedial in nature, and are medically necessary
               for the maximum reduction of functional and adaptive behavior
               defects associated with the person's mental illness.

          ii)  Family-Based Treatment*

               Rehabilitative services in family-based treatment programs are
               intended to provide treatment to seriously emotionally disturbed
               children and youth to promote their successful functioning and
               integration into the natural family, community, school or
               independent living situations. Such services are provided in
               consideration of a child's developmental stage. Those children
               determined eligible for admission are placed in surrogate family
               homes for care and treatment.

               * These services are certified by OMH under 14 NYCRR Section
               586.3 and Parts 594 and 595.

     d)   Office of Mental Retardation and Developmental Disabilities (OMRDD)
          Services

          i)   Long Term Therapy Services Provided by Article 16-Clinic
               Treatment Facilities or Article 28 Facilities

               These services are provided to persons with developmental
               disabilities including medical or remedial services recommended
               by a physician or other licensed practitioner of the healing arts
               for a maximum reduction of the effects of physical or mental
               disability and restoration of the person to his or her best
               possible functional level. It also includes the fitting,
               training, and modification of assistive devices by licensed
               practitioners or trained others under their direct supervision.
               Such services are designed to ameliorate or limit the disabling
               condition and to allow the person to remain in or move to, the
               least restrictive residential and/or day setting. These services
               are certified by OMRDD under 14 NYCRR Part 679 (or they are
               provided by Article 28 Diagnostic and Treatment Centers that are
               explicitly designated by the SDOH as serving primarily persons
               with developmental disabilities). If care of this nature is
               provided in facilities other than Article 28 or Article 16
               centers, it is a covered service.

          ii)  Day Treatment

               A planned combination of diagnostic, treatment and rehabilitation
               services provided to developmentally disabled individuals in need
               of a broad range of services, but who do not need intensive
               twenty-four (24) hour care and medical supervision. The services
               provided as identified in the comprehensive assessment


                                   APPENDIX K
                                 October 1, 2005
                                      K-31

<PAGE>

               may include nutrition, recreation, self-care, independent living,
               therapies, nursing, and transportation services. These services
               are generally provided in an ICF or a comparable setting. These
               services are certified by OMRDD under 14 NYCRR Part 690.

          iii) Medicaid Service Coordination (MSC)

               Medicaid Service Coordination (MSC) is a Medicaid State Plan
               service provided by OMRDD which assists persons with
               developmental disabilities and mental retardation to gain access
               to necessary services and supports appropriate to the needs of
               the needs of the individual. MSC is provided by qualified service
               coordinators and uses a person centered planning process in
               developing, implementing and maintaining an Individualized
               Service Plan (ISP) with and for a person with developmental
               disabilities and mental retardation. MSC promotes the concepts of
               a choice, individualized services and consumer satisfaction. MSC
               is provided by authorized vendors who have a contract with OMRDD,
               and who are paid monthly pursuant to such contract. Persons who
               receive MSC must not permanently reside in an ICF for persons
               with developmental disabilities, a developmental center, a
               skilled nursing facility or any other hospital or Medical
               Assistance institutional setting that provides service
               coordination. They must also not concurrently be enrolled in any
               other comprehensive Medicaid long term service coordination
               program/service including the Care at Home Waiver. Please note:
               See generic definition of Comprehensive Medicaid Case Management
               (CMCM) under Item 3 "Other Non-Covered Services."

          iv)  Home And Community Based Services Waivers (HCBS)

               The Home and Community-Based Services Waiver serves persons with
               developmental disabilities who would otherwise be admitted to an
               ICF/MR if waiver services were not provided. HCBS waivers
               services include residential habilitation, day habilitation,
               prevocational, supported work, respite, adaptive devices,
               consolidated supports and services, environmental modifications,
               family education and training, live-in caregiver, and plan of
               care support services. These services are authorized pursuant to
               a SSA Section 1915(c) waiver from DHHS.

          v)   Services Provided Through the Care At Home Program (OMRDD)

               The OMRDD Care at Home III, Care at Home IV, and Care at Home VI
               waivers, serve children who would otherwise not be eligible for
               Medicaid because of their parents' income and resources, and who
               would otherwise be eligible for an ICF/MR level of care. Care at
               Home waiver services include service coordination, respite and
               assistive technologies. Care at Home waiver services are
               authorized pursuant to a SSA Section 1915(c) waiver from DHHS.


                                   APPENDIX K
                                 October 1, 2005
                                      K-32

<PAGE>

3.   OTHER NON-COVERED SERVICES

     a)   The Early Intervention Program (EIP) - Children Birth to Two (2) Years
          of Age

          i)   This program provides early intervention services to certain
               children, from birth through two (2) years of age, who have a
               developmental delay or a diagnosed physical or mental condition
               that has a high probability of resulting in developmental delay.
               All managed care providers MUST refer infants and toddlers
               suspected of having a delay to the local designated Early
               Intervention agency in their area. (In most municipalities, the
               County Health Department is the designated agency, except: New
               York City - the Department of Health and Mental Hygiene; Erie
               County - The Department of Youth Services; Jefferson County - the
               Office of Community Services; and Ulster County - the Department
               of Social Services).

          ii)  Early intervention services provided to this eligible population
               are categorized as Non-Covered. These services, which are
               designed to meet the developmental needs of the child and the
               needs of the family related to enhancing the child's development,
               will be identified on eMedNY by unique rate codes by which only
               the designated early intervention agency can claim reimbursement.
               Contractor covered and authorized services will continue to be
               provided by the Contractor. Consequently, the Contractor, through
               its Participating Providers, will be expected to refer any
               enrolled child suspected of having a developmental delay to the
               locally designated early intervention agency in their area and
               participate in the development of the Child's Individualized
               Family Services Plan (IFSP). Contractor's participation in the
               development of the IFSP is necessary in order to coordinate the
               provision of early intervention services and services covered by
               the Contractor.

          iii) SDOH will instruct the locally designated early intervention
               agencies on how to identify an Enrollee and the need to contact
               the Contractor or the Participating Provider to coordinate
               service provision.

     b)   Preschool Supportive Health Services-Children Three (3) Through Four
          (4) Years of Age

          i)   The Preschool Supportive Health Services Program (PSHSP) enables
               counties and New York City to obtain Medicaid reimbursement for
               certain educationally related medical services provided by
               approved preschool special education programs for young children
               with disabilities. The Committee on Preschool Special Education
               in each school district is responsible for the development of an
               Individualized Education Program (IEP) for each child evaluated
               in need of special education and medically related health
               services.

          ii)  PSHSP services rendered to children three (3) through four (4)
               years of age in conjunction with an approved IEP are categorized
               as Non-Covered.


                                   APPENDIX K
                                 October 1, 2005
                                      K-33

<PAGE>

          iii) The PSHSP services will be identified on eMedNY by unique rate
               codes through which only counties and New York City can claim
               reimbursement. In addition, a limited number of Article 28
               clinics associated with approved pre-school programs are allowed
               to directly bill Medicaid fee-for-service for these services.
               Contractor covered and authorized services will continue to be
               provided by the Contractor.

     c)   School Supportive Health Services-Children Five (5) Through Twenty-One
          (21) Years of Age

          i)   The School Supportive Health Services Program (SSHSP) enables
               school districts to obtain Medicaid reimbursement for certain
               educationally related medical services provided by approved
               special education programs for children with disabilities. The
               Committee on Special Education in each school district is
               responsible for the development of an Individualized Education
               Program (IEP) for each child evaluated in need of special
               education and medically related services.

          ii)  SSHSP services rendered to children five (5) through twenty-one
               (21) years of age in conjunction with an approved IEP are
               categorized as Non-Covered.

          iii) The SSHSP services are identified on eMedNY by unique rate codes
               through which only school districts can claim Medicaid
               reimbursement. Contractor covered and authorized services will
               continue to be provided by the Contractor.

     d)   Comprehensive Medicaid Case Management (CMCM)

          A program which provides "social work" case management referral
          services to a targeted population (e.g.: pregnant teens, mentally
          ill). A CMCM case manager will assist a client in accessing necessary
          services in accordance with goals contained in a written case
          management plan. CMCM programs do not provide services directly, but
          refer to a wide range of service Providers. Some of these services
          are: medical, social, psycho-social, education, employment, financial,
          and mental health. CMCM referral to community service agencies and/or
          medical providers requires the case manager to work out a mutually
          agreeable case coordination approach with the agency/medical
          providers. Consequently, if an Enrollee of the Contractor is
          participating in a CMCM program, the Contractor must work
          collaboratively with the CMCM case manager to coordinate the provision
          of services covered by the Contractor. CMCM programs will be
          instructed on how to identify a managed care Enrollee and informed on
          the need to contact the Contractor to coordinate service provision.

     e)   Directly Observed Therapy for Tuberculosis Disease

          Tuberculosis directly observed therapy (TB/DOT) is the direct
          observation of oral ingestion of TB medications to assure patient
          compliance with the physician's prescribed medication regimen. While
          the clinical management of tuberculosis is included in the Benefit
          Package, TB/DOT where applicable, can be billed directly to eMedNY by
          any SDOH approved Medicaid fee-for-service TB/DOT Provider. The


                                   APPENDIX K
                                 October 1, 2005
                                      K-34

<PAGE>

          Contractor remains responsible for communicating, cooperating and
          coordinating clinical management of TB with the TB/DOT Provider.

     f)   AIDS Adult Day Health Care

          Adult Day Health Care Programs (ADHCP) are programs designed to assist
          individuals with HIV disease to live more independently in the
          community or eliminate the need for residential health care services.
          Registrants in ADHCP require a greater range of comprehensive health
          care services than can be provided in any single setting, but do not
          require the level of services provided in a residential health care
          setting. Regulations require that a person enrolled in an ADHCP must
          require at least three (3) hours of health care delivered on the basis
          of at least one (1) visit per week. While health care services are
          broadly defined in this setting to include general medical care,
          nursing care, medication management, nutritional services,
          rehabilitative services, and substance abuse and mental health
          services, the latter two (2) cannot be the sole reason for admission
          to the program. Admission criteria must include, at a minimum, the
          need for general medical care and nursing services.

     g)   HIV COBRA Case Management

          The HIV COBRA (Community Follow-up Program) Case Management Program is
          a program that provides intensive, family-centered case management and
          community follow-up activities by case managers, case management
          technicians, and community follow-up workers. Reimbursement is through
          an hourly rate billable to Medicaid. Reimbursable activities include
          intake, assessment, reassessment, service plan development and
          implementation, monitoring, advocacy, crisis intervention, exit
          planning, and case specific supervisory case-review conferencing.

     h)   Adult Day Health Care

          i)   Adult Day Health Care means care and services provided to a
               registrant in a residential health care facility or approved
               extension site under the medical direction of a physician and
               which is provided by personnel of the adult day health care
               program in accordance with a comprehensive assessment of care
               needs and individualized health care plan, ongoing implementation
               and coordination of the health care plan, and transportation.

          ii)  Registrant means a person who is a nonresident of the residential
               health care facility who is functionally impaired and not
               homebound and who requires certain preventive, diagnostic,
               therapeutic, rehabilitative or palliative items or services
               provided by a general hospital, or residential health care
               facility; and whose assessed social and health care needs, in the
               professional judgment of the physician of record, nursing staff,
               Social Services and other professional personnel of the adult day
               health care program can be met in whole or in part satisfactorily
               by delivery of appropriate services in such program.


                                   APPENDIX K
                                 October 1, 2005
                                      K-35

<PAGE>

          i)   Personal Emergency Response Services (PERS)

               Personal Emergency Response Services (PERS) are not included in
               the Benefit Package. PERS are covered on a fee-for-service basis
               through contracts between the LDSS and PERS vendors.

          j)   School-Based Health Centers

               A School-Based Health Center (SBHC) is an Article 28 extension
               clinic that is located in a school and provides students with
               primary and preventive physical and mental health care services,
               acute or first contact care, chronic care, and referral as
               needed. SBHC services include comprehensive physical and mental
               health histories and assessments, diagnosis and treatment of
               acute and chronic illnesses, screenings (e.g., vision, hearing,
               dental, nutrition, TB), routine management of chronic diseases
               (e.g., asthma, diabetes), health education, mental health
               counseling and/or referral, immunizations and physicals for
               working papers and sports.


                                   APPENDIX K
                                 October 1, 2005
                                      K-36

<PAGE>

                                       K.4

                               FAMILY HEALTH PLUS
                              NON-COVERED SERVICES

1.   Non-Emergent Transportation Services (except for 19 and 20 year olds
     receiving C/THP Services)

2.   Personal Care Agency Services

3.   Private Duty Nursing Services

4.   Long Term Care - Residential Health Care Facility Services

5.   Non-Prescription (OTC) Drugs and Medical Supplies

6.   Alcohol and Substance Abuse (ASA) Services Ordered by the LDSS

7.   Office of Mental Health/ Office of Mental Retardation and Developmental
     Disabilities Services

8.   School Supportive Health Services

9.   Comprehensive Medicaid Case Management (CMCM)

10.  Directly Observed Therapy for Tuberculosis Disease

11.  AIDS Adult Day Health Care

12.  HIV COBRA Case Management

13.  Home and Community Based Services Waiver

14.  Methadone Maintenance Treatment Program

15.  Day Treatment

16.  IPRT

17.  Infertility Services

18.  Adult Day Health Care

19.  School Based Health Care Services

20.  Personal Emergency Response Systems


                                   APPENDIX K
                                 October 1, 2005
                                      K-37

<PAGE>

                                   APPENDIX L
                        APPROVED CAPITATION PAYMENT RATES


                                   APPENDIX L
                                 October 1, 2005
                                       L-l

<PAGE>

                                  CAREPLUS, LLC

                           Medicaid Managed Care Rates

MMIS ID#: 01617894                                      Effective Date: 10/01/05
Approved by DOB: Yes                                    Region: NYC
DOH HMO #: 05-035                                       County: NEW YORK CITY
Reinsurance: No                                         Status: Mandatory

<TABLE>
<CAPTION>
PREMIUM GROUP            RATE AMOUNT
--------------           -----------
<S>                      <C>
TANF/SN <6MO M/F          $  263.45
TANF/SN 6MO-14 F          $   90.96
TANF/SN 15-20 F           $  113.53
TANF/SN 6mo-20 M          $  101.28
TANF 21+ M/F              $  184.98
SN 21-29 M/F              $  180.98
SN 30+ M/F                $  237.58
SSI 6MO-20 M/F            $  187.76
SSI 21-64 M/F             $  493.90
SSI 65+ M/F               $  386.60
MATERNITY KICK PAYMENT    $4,700.66
NEWBORN KICK PAYMENT      $2,795.63
</TABLE>

OPTIONAL BENEFITS OFFERED:

[X] Emergency Transportation                                 [X] Dental

[X] Non-Emergent Transportation                              [X] Fami1y Planning

       BOX WILL BE CHECKED IF THE OPTIONAL BENEFIT IS COVERED BY THE PLAN

<PAGE>

                                   APPENDIX M

             SERVICE AREA, BENEFIT OPTIONS, AND ENROLLMENT ELECTIONS


                                   APPENDIX M
                                 October 1, 2005
                                       M-l

<PAGE>

                            SCHEDULE 1 OF APPENDIX M

                     SERVICE AREA, PROGRAM PARTICIPATION AND
                PREPAID BENEFIT PACKAGE OPTIONAL COVERED SERVICES

1.   SERVICE AREA

     The Contractor's service area is comprised of the counties listed in Column
     A of this schedule in their entirety.

2.   PROGRAM PARTICIPATION AND OPTIONAL BENEFIT PACKAGE COVERED SERVICES

     a)   For each county listed in Column A below, an entry of "yes" in the
          subsections of Columns B and C means the Contractor offers the MMC
          and/or FHPlus product and/or includes the optional service indicated
          in its Benefit Package.

     b)   For each county listed in Column A below, an entry of "no" in the
          subsections of Columns B and C means the Contractor does not offer the
          MMC and/or FHPlus product and/or does not include the optional service
          indicated in its Benefit Package.

     c)   In the schedule below, an entry of "N/A" means not applicable for the
          purposes of this Agreement.

3.   EFFECTIVE DATE

     The effective date of this Schedule is October 1, 2005.

CONTRACTOR: CarePlus, LLC

<TABLE>
<CAPTION>
                             COLUMN B MEDICAID MANAGED CARE                                 COLUMN C FHPLUS
           ------------------------------------------------------------------   ---------------------------------------
COLUMN A    Contractor              Family     Non-Emergency      Emergency      Contractor
 COUNTY    Participates   Dental   Planning   Transportation   Transportation   Participates   Dental   Family Planning
--------   ------------   ------   --------   --------------   --------------   ------------   ------   ---------------
<S>        <C>            <C>      <C>        <C>              <C>              <C>            <C>      <C>
Kings           Yes         Yes       Yes           Yes              Yes             N/A         N/A          N/A
New York        Yes         Yes       Yes           Yes              Yes             N/A         N/A          N/A
Queens          Yes         Yes       Yes           Yes              Yes             N/A         N/A          N/A
Richmond        Yes         Yes       Yes           Yes              Yes             N/A         N/A          N/A
</TABLE>


                                   APPENDIX M
                                 October 1, 2005
                                       M-2

<PAGE>

                            SCHEDULE 2 OF APPENDIX M

              LDSS ELECTION OF ENROLLMENT IN MEDICAID MANAGED CARE
                  FOR FOSTER CARE CHILDREN AND HOMELESS PERSONS

1.   Effective October 1, 2005, in the Contractor's service area, Medicaid
     Eligible Persons in the following categories will be eligible for
     Enrollment in the Contractor's Medicaid Managed Care product at the LDSS's
     option as described in (a) and (b) as follows, and indicated by an "X" in
     the chart below:

     a)   Options for foster care children in the direct care of LDSS:

          i)   Children in LDSS direct care are mandatorily enrolled in MMC
               (mandatory counties only);

          ii)  Children in LDSS direct care are enrolled in on a case by case
               basis in MMC (mandatory or voluntary counties);

          iii) All foster care children are Excluded from Enrollment in MMC
               (mandatory or voluntary counties).

     b)   Options for homeless persons living in shelters outside of New York
          City:

          i)   Homeless persons are mandatorily enrolled in MMC (mandatory
               counties only);

          ii)  Homeless persons are enrolled in on a case by case basis in MMC
               (mandatory or voluntary counties);

          iii) All homeless persons are Excluded from Enrollment in MMC
               (mandatory or voluntary counties).

     c)   In the schedule below, an entry of "N/A" means not applicable for the
          purposes of this Agreement.

<TABLE>
<CAPTION>
CONTRACTOR: CarePlus, LLC
-------------------------------------------------------------------------------------------
                     FOSTER CARE CHILDREN                       HOMELESS PERSONS
           ---------------------------------------   --------------------------------------
                          Enrolled on    Excluded                  Enrolled on    Excluded
           Mandatorily   Case by Case      from      Mandatorily     Case by        from
COUNTY       Enrolled        Basis      Enrollment     Enrolled     Case Basis   Enrollment
------     -----------   ------------   ----------   -----------   -----------   ----------
<S>        <C>           <C>            <C>          <C>           <C>           <C>
Kings                                        X           N/A           N/A           N/A
New York                                     X           N/A           N/A           N/A
Queens                                       X           N/A           N/A           N/A
Richmond                                     X           N/A           N/A           N/A
</TABLE>


                                   APPENDIX M
                                 October 1, 2005
                                       M-3

<PAGE>

                                   APPENDIX N

                 NEW YORK CITY SPECIFIC CONTRACTING REQUIREMENTS


                                   APPENDIX N
                                 October 1, 2005
                                       N-l

<PAGE>

                                   APPENDIX N

                 NEW YORK CITY SPECIFIC CONTRACTING REQUIREMENTS

1.   GENERAL

     a)   In New York City, the Contractor will comply with all provisions of
          the main body and other Appendices of this Agreement, except as
          otherwise expressly established in this Appendix.

     b)   This Appendix sets forth New York City Specific Contracting
          Requirements and contains the following sections:

<TABLE>
<S>          <C>
N.1          Compensation for Public Health Services
N.2          Coordination with DOHMH on Public Health Initiatives
N.3          Benefits
N.4          Additional Reporting Requirements
N.5          Quality Management
N.6          New York City Additional Marketing Guidelines
N.7          Guidelines for Processing Enrollments and Disenrollments in New York City
N.8          New York City Transportation Policy Guidelines

Schedule 1   DOHMH Public Health Services Fee Schedule
</TABLE>


                                   APPENDIX N
                                 October 1, 2005
                                       N-2

<PAGE>

                                       N.1

                    COMPENSATION FOR PUBLIC HEALTH SERVICES

1.   The Contractor shall reimburse DOHMH at the rates contained in Schedule 1
     of this Appendix for Enrollees who receive the following services from
     DOHMH facilities, except in those instances where DOHMH may bill Medicaid
     fee-for-service.

     a)   Diagnosis and/or treatment of TB

     b)   HIV counseling and testing that is not part of an STD or TB visit

     c)   Adult and child immunizations

     d)   Lead poison screening

     e)   Dental services

2.   Notwithstanding Sections 10.18 (a) (ii) (C) and (b) (ii)(C) of this
     Agreement, the following requirements concerning Contractor notification
     and documentation of services shall apply in New York City:

     a)   DOHMH shall confirm the Enrollee's membership in the Contractor's MMC
          product on the date of service through EMEDNY prior to billing for
          these services.

     b)   DOHMH must submit claims for services provided to Enrollees no later
          than one year from the date of service.

     c)   The Contractor shall not require pre-authorization, notification to
          the Contractor or contacts with the PCP for the above mentioned
          services.

     d)   DOHMH shall make reasonable efforts to notify the Contractor that it
          has provided the above mentioned services to an Enrollee.


                                   APPENDIX N
                                 October 1, 2005
                                       N-3

<PAGE>

                                       N.2

              COORDINATION WITH DOHMH ON PUBLIC HEALTH INITIATIVES

1.   COORDINATION WITH DOHMH

     a)   The Contractor shall provide the DOHMH with existing information
          requested by DOHMH to conduct epidemiological investigations.

2.   PROVIDER REPORTING OBLIGATIONS

     a)   The Contractor shall make reasonable efforts to assure timely and
          accurate compliance by Participating Providers with public health
          reporting requirements relating to communicable disease and conditions
          mandated in the New York City Health Code pursuant to 24 RCNY Sections
          1103-1107 and Title 21, Article 3 of the NYS Public Health Law.

     b)   The Contractor shall make reasonable efforts to assure timely and
          accurate compliance by Participating Providers with other mandated
          reporting requirements, including the following:

          i)   Infants and toddlers suspected of having a developmental delay or
               disability;

          ii)  Suspected instances of child abuse;

          iii) Immunization (reporting to immunization registry); and

          iv)  Additional reporting requirements adopted by the New York City
               Health Code

     c)   "Reasonable efforts" shall include:

          i)   For mandated reporting requirements described in paragraphs
               (2)(a) and (2)(b) above:

               A)   Educating Participating Providers on treatment guidelines
                    and instructions for reporting included in the NYC DOHMH
                    Compendium of Public Health Requirements and
                    Recommendations.

               B)   Including reporting requirements in the Contractor's
                    provider manual or other written instructions or guidelines

          ii)  For mandated reporting requirements described in paragraph (2)(a)
               above:

               A)   Letters from the Contractor to Participating Providers who
                    generated claims that suggest that an Enrollee may have a
                    reportable disease or condition, encouraging such providers
                    to report and providing information on how to report.

               B)   Other methods for follow up with Participating Providers,
                    subject to DOHMH approval, may be employed.

3.   MATCHING TO REGISTRIES


                                   APPENDIX N
                                 October 1, 2005
                                       N-4

<PAGE>

     a)   The Contactor shall participate in matches of its Enrollees to the
          DOHMH immunization and lead registries through submission of files in
          formats specified by DOHMH Immunization and Lead Poisoning Prevention
          Programs.

          i)   Matches to the Citywide Immunization Registry shall occur, at a
               minimum, twice a year, in March and October, but may occur more
               frequently at the Contractor's discretion. The file matches which
               occur in March and October will include all children aged 18
               through 30 months who are enrolled in the Contractor's MMC
               Product at the time of the match, regardless of the children's
               length of Enrollment in the Contractor's MMC Product. Additional
               file matches, done at the discretion of the Contractor, may
               include any group of children currently enrolled in the
               Contractor's MMC Product at the time of the match and may be done
               at any time of year.

          ii)  Matches to the City Lead Registry shall occur at least twice a
               year, but may occur more frequently as agreed by both the
               Contractor and the DOHMH Lead Poisoning Prevention Program. Files
               for these matches shall be submitted in March and October, and
               will include all children up to 36 months of age who are enrolled
               in the Contractor's MMC Product at the time of the match,
               regardless of the children's length of Enrollment in the
               Contractor's MMC Product.

     b)   Formats for reports from the DOHMH to the Contractor based on these
          matches will be developed through discussion between the Contractor
          and DOHMH programs.

     c)   The Contractor will follow up with Participating Providers of
          Enrollees who have not been appropriately immunized or screened for
          lead poisoning to facilitate provision of appropriate services.

     d)   The following provisions regarding confidentiality shall apply:

          i)   Consistent with the New York City Health Code Section 11.07 (c)
               and (d), the Contractor and DOHMH shall keep confidential all
               identifying information provided by the DOHMH and not further
               disclose to any other person or entity such identifying
               information unless compelled by law to disclose such identifying
               information, except as provided in provided in paragraph 3(c)
               above.

          ii)  The Contractor shall notify the DOHMH Office of General Counsel
               for Health in writing, of the receipt of any document seeking
               disclosure of identifying information that is not accompanied by
               a written consent from the parent or guardian of an Enrollee
               authorizing the disclosure of such identifying information as
               follows:

               A)   Such notice shall be given not later than five days prior to
                    the date on which a disclosure is required by a subpoena,
                    court order or other document, and shall attach a copy of
                    the document requesting identifying information.


                                   APPENDIX N
                                 October 1, 2005
                                       N-5

<PAGE>

               B)   If a subpoena, court order or other document requests
                    disclosure to be made within five days or less after its
                    receipt by the Contractor, the Contractor shall provide
                    DOHMH with such notice as far in advance of the disclosure
                    date as possible, but in no circumstance shall the
                    Contractor make such disclosure without prior notice to the
                    DOHMH.

               C)   The Contractor acknowledges that DOHMH may elect to seek a
                    court order prohibiting the disclosure of identifying
                    information when it deems it appropriate to do so, and
                    consents to DOHMH's intervention in any proceeding,
                    including, but not limited to any judicial proceeding, that
                    seeks the disclosure of identifying information.

4.   ENROLLEE OUTREACH/EDUCATION

     a)   The Contractor shall provide health education to Enrollees on an
          on-going basis through methods such as distribution of Enrollee
          newsletters, health education classes or individual counseling on
          preventive health and public health topics. Each topic below shall be
          covered at least once every two years.

          i)   HIV/AIDS

               A)   Encourage Enrollee counseling and testing

               B)   Inform Enrollees as to availability of sterile needles and
                    syringes

          ii)  STDs

               A)   Inform Enrollees that confidential STD services are
                    available at DOHMH facilities for non-enrolled sexual and
                    needle-sharing partners at no charge

          iii) Lead poisoning prevention

          iv)  Maternal and child health, including importance of developmental
               screening for children

          v)   Injury prevention, including age appropriate anticipatory
               guidance

          vi)  Domestic violence

          vii) Smoking cessation

          viii) Asthma

          ix)  Immunization

          x)   Mental health services

          xi)  Diabetes

          xii) Family planning

          xiii) Screening for Cancer

          xiv) Chemical Dependence

          xv)  Physical fitness and nutrition

          xvi) Cardiovascular disease and hypertension

5.   PROVIDER EDUCATION

     a)   DOHMH shall prepare a public health compendium ("Compendium") with
          public health guidelines, protocols, and recommendations which it
          shall make available directly to Participating Providers and to the
          Contractor.


                                   APPENDIX N
                                 October 1, 2005
                                       N-6

<PAGE>

     b)   The Contractor shall adapt public health guidance from the Compendium
          for its internal protocols, practice manuals and guidelines.

     c)   The Contractor will assist DOHMH in its efforts to disseminate
          electronic materials to its Participating Providers by providing
          electronic addresses if known by Contractor (fax and/or e-mail) for
          its Participating Providers, updated semi-annually.

     d)   The Contractor shall promote the use of rapid HIV testing among its
          Participating Providers.

6.   MCO STAFF RESPONSIBILITIES AND TRAINING

     a)   Early Intervention Services

          i)   The Contractor shall ensure that appropriate MCO staff, such as
               member services staff and case managers are knowledgeable about
               early intervention services and provide technical assistance and
               consultation to Enrollees concerning early intervention services
               (including eligibility, referral process and coordination of
               services).

     b)   Domestic Violence

          i)   The Contractor shall designate a domestic violence coordinator
               who can:

               A)   Provide technical assistance to Participating Providers in
                    documenting cases of domestic violence;

               B)   Provide referrals to Enrollees or their Participating
                    Providers, to obtain protective, legal and or supportive
                    social services; and

               C)   Provide consultative assistance to other staff within the
                    Contractor's organization.

          ii)  The Contractor shall distribute a directory of resources for
               victims of domestic violence to appropriate staff, such as member
               services staff or case managers.

7.   MEDICAL DIRECTORS

     a)   The Contractor's Medical Director shall participate in Medical
          Directors' Meetings with the medical directors of the other MCOs
          participating in the MMC Program in New York City and representatives
          of the New York City Department of Health and Mental Hygiene. The
          purpose of the Medical Directors' Meetings shall be to share public
          health information and data; recommend that certain public health
          information be disseminated by the MCOs to their Participating
          Providers; discuss public health strategies and outreach efforts and
          potential collaborative projects; encourage the development of MCO
          policies that support public health strategies; and provide a vehicle
          for communication between the MCOs participating in the MMC Program
          and the various bureaus and divisions of the NYC Department of Health
          and Mental Hygiene.


                                   APPENDIX N
                                 October 1, 2005
                                       N-7

<PAGE>

     b)   The Contractor's Medical Director shall attend all periodic meetings,
          which shall not exceed one every two months. In the event that the
          Medical Director is unable to attend a particular meeting, the
          Contractor will designate an appropriate substitute to attend the
          meeting.

     c)   DOHMH, following consultation with the Medical Directors, may create
          workgroups on particular public health topics. The Contractor's
          Medical Director may participate in any or all of the workgroups, but
          shall participate in at least one of the designated workgroups.

8.   TAKE CARE NEW YORK

     a)   The Contractor shall:

          i)   Educate Enrollees regarding prevention and treatment of diseases
               and conditions included in the Take Care New York initiative
               (TCNY);

          ii)  Disseminate TCNY health passports or materials containing similar
               content approved by DOHMH to Enrollees;

          iii) Disseminate reminders to obtain recommended health screenings at
               age appropriate intervals to Enrollees; and

          iv)  Educate Participating Providers on recommended clinical
               guidelines regarding prevention and treatment/management of
               diseases and conditions described in the TCNY initiative.

     b)   The Contractor shall select one condition annually from the TCNY
          initiative and perform the following:

          i)   Identify Enrollees with the condition using information from
               multiple sources (e.g., utilization data, including
               hospitalizations and ER visits; provider referrals; new Enrollee
               screenings; self-referrals by Enrollees) and maintain such
               information in a patient registry; and

          ii)  Develop and submit to DOHMH for approval a proposal to evaluate
               the effectiveness of Contractor interventions for this condition
               by tracking service utilization and assessing health outcomes.

     c)   The Contractor shall, upon request by DOHMH, participate in one or
          more TCNY workgroups or other activities sponsored by the DOHMH.


                                   APPENDIX N
                                 October 1, 2005
                                       N-8

<PAGE>

                                       N.3
                                    BENEFITS

1.   Transitional Home Health Services Pending Placement in Personal Care Agency
     Services

     a)   Transitional home health services are home health services as defined
          in Appendix K of this Agreement provided by the Contractor to an MMC
          Enrollee while the Human Resources Administration's determination
          regarding a request for the provision of personal care agency services
          to the Enrollee is pending. Transitional home health services are
          available to MMC Enrollees in addition to the home health care
          services otherwise covered under the Benefit Package as medically
          necessary.

     b)   The Contractor shall be responsible for providing transitional home
          health services to MMC Enrollees for up to a thirty (30) day period as
          follows:

          i)   For MMC enrollees discharged from a hospital or RHCF and for whom
               personal care agency services have been requested by the
               hospital/RHCF discharge planner, the thirty (30) day period shall
               commence with the day following the MMC Enrollee's discharge from
               the hospital or RHCF. Transitional home health services shall not
               be available if the MMC Enrollee: was hospitalized less than
               thirty (30) days, was in receipt of personal care agency services
               prior to his/her admission to the hospital or RHCF, and requires
               the same level and hours of personal care agency services upon
               discharge.

          ii)  For MMC Enrollees who have been receiving home health care
               services in the community and for whom personal care agency
               services have been ordered by the Enrollee's physician, the
               thirty (30) day period shall commence with the day following the
               last day that the Contractor approved home health care services
               to be medically necessary.

     c)   The Contractor shall provide reasonable assistance as requested
          regarding the completion of forms required by the Human Resources
          Administration to initiate the review of a request for personal care
          agency services. Such form, commonly referred to as the M11Q, requires
          physician orders, signed by the licensed physician, to be received by
          HRA within thirty (30) calendar days of the physician's examination.


                                   APPENDIX N
                                 October 1, 2005
                                       N-9

<PAGE>

                                       N.4

                        ADDITIONAL REPORTING REQUIREMENTS

1.   DOHMH, will provide Contractor with instructions for submitting the reports
     required by paragraphs 4(c), (d) and (e) below. These instructions shall
     include time frames, and requisite formats. The instructions, time frames
     and formats may be modified by DOHMH upon sixty (60) days written notice to
     the Contractor.

2.   The Contractor shall submit reports that are required to be submitted to
     DOHMH by this Agreement electronically.

3.   The Contractor shall pay liquidated damages of $500 to DOHMH for any report
     required by paragraphs 4(c), (d) and (e) below which is materially
     incomplete, contains material misstatements or inaccurate information or is
     not submitted on time in the requested format. The DOHMH shall not impose
     liquidated damages for a first time infraction by the Contractor unless
     DOHMH deems the infraction to be a material misrepresentation of fact or
     the Contractor fails to cure the first infraction within a reasonable
     period of time upon notice from the DOHMH. Liquidated damages may be waived
     at the sole discretion of DOHMH.

4.   The Contractor shall submit the following reports to DOHMH:

     a)   The Contractor shall provide DOHMH with all reports submitted to SDOH
          pursuant to Sections 18.6(a)(i), (ii), (vi), (vii), and (xii) of this
          Agreement.

     b)   Upon request by DOHMH, the Contractor shall submit to DOHMH reports
          submitted to SDOH pursuant to Section 18.6(a)(iii); and Section
          18.6(xi) and/or Section 23.2 of this Agreement.

     c)   To meet the appointment availability review requirements of Section
          18.6(a)(ix), the Contractor shall conduct a service area specific
          review of appointment availability for two specialist types, to be
          determined by DOHMH, semi-annually. Reports on the results of such
          surveys must be kept on file by the Contractor and be readily
          available for review by SDOH and DOHMH, and submitted to the DOHMH.

     d)   The Contractor shall conduct annual Enrollee satisfaction surveys of
          its Medicaid Enrollees in New York City and report to DOHMH on the
          results of these surveys. The Contractor shall not be required to
          conduct a separate survey during those calendar years during which an
          Enrollee satisfaction survey is conducted by SDOH or its designee.
          DOHMH, in its sole discretion, may waive this requirement in a
          particular year and/or limit the survey to a targeted sub-population.


                                   APPENDIX N
                                 October 1, 2005
                                      N-10

<PAGE>

          i)   The surveys shall follow guidelines established by DOHMH and the
               methodology must be approved by DOHMH. Surveys should exclude
               data from non-NYC counties, but sample all boroughs within the
               Contractor's service area.

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


                                   APPENDIX N
                                 October 1, 2005
                                      N-11

<PAGE>

                                       N.5

                               QUALITY MANAGEMENT

1.   The Contractor's quality management program, as approved by SDOH, must be
     kept on file with the DOHMH. The Contractor shall notify the DOHMH when it
     modifies its quality management program.


                                   APPENDIX N
                                 October 1, 2005
                                      N-12

<PAGE>

                                       N.6

                  NEW YORK CITY ADDITIONAL MARKETING GUIDELINES

1.   PRIOR APPROVALS

     a)   In addition to the Marketing submission and approval requirements of
          Section 11 and Appendix D of this Agreement, the Contractor shall
          submit to DOHMH for review and prior approval, in consultation with
          SDOH, the following:

          i)   The Contractor's Marketing plan;

               A)   The Contractor must have on file with DOHMH an approved
                    Marketing plan prior to the contract award date or before
                    Marketing and Enrollment begin whichever is sooner.
                    Subsequent changes to the Marketing plan must be submitted
                    to the SDOH and DOHMH for approval at least 60 days before
                    implementation.

               B)   The Marketing plan shall include a copy of the training
                    curriculum for the Contractor's Marketing Representatives
                    and a description of the minimum qualifications for the
                    Contractor's Marketing staff.

          ii)  A copy of all Contractor written policies and procedures related
               to Marketing to Prospective Enrollees in New York City.

          iii) A copy of all Marketing material and scripts for Marketing
               presentations in New York City;

               A)   Marketing materials sent by Participating Providers to their
                    patients must be pre-approved by DOHMH.

          iv)  Advertising that is targeted solely to New York City including
               videos, broadcast material (radio, television, or electronic),
               billboards, mass transit and print advertising material.

2.   MARKETING SCHEDULES

     a)   Contractor shall submit to the DOHMH, a bi-weekly schedule of all
          Marketing activities in accordance with instructions for submitting
          the schedule and requisite formats provided by DOHMH. The
          instructions, time frames and formats may be modified by DOHMH with
          thirty days prior notice to the Contractor.

     b)   Contractor shall submit electronically a schedule of all intended
          marketing activities within HRA sites to both HRA and DOHMH.

     c)   DOHMH may, in its sole discretion, waive the reporting of certain
          activities.


                                   APPENDIX N
                                 October 1, 2005
                                      N-13

<PAGE>

3.   MARKETING MATERIALS

     a)   The Contractor shall ensure that Marketing brochures or similar
          materials that describe Contractor services, benefits and enrollment
          shall contain the following information:

          i)   Contractor's name and toll free telephone number and TTY

          ii)  A contact telephone number for New York Medicaid CHOICE

          iii) The Potential Enrollee has a choice among several alternative
               MCOs in his or her neighborhood

          iv)  The Potential Enrollee will have a choice among at least three
               Primary Care Providers

          v)   Upon Enrollment in an MCO's MMC Product, the Enrollee will be
               required to use his or her Primary Care Provider and other MCO
               Participating Providers exclusively for medical care, except in
               certain limited circumstances

          vi)  Upon Enrollment in an MCO's MMC Product, the Enrollee will have
               90 days to disenroll without cause, and thereafter will not be
               allowed to disenroll or transfer without good cause for the next
               nine months

          vii) Newborns will automatically be enrolled in the mother's MCO's MMC
               Product

          viii) Language advising Prospective Enrollees to verify with the
               provider of their choice that the provider participates in the
               Contractor's network and is available to serve the Enrollee

          ix)  If the Contractor does not include Family Planning and
               Reproductive Health services in its Benefit Package, the
               Marketing brochure must tell Prospective Enrollees that:

               A)   Certain Family Planning and Reproductive Health services
                    (such as abortion, sterilization and birth control) are not
                    covered by the Contractor;

               B)   Such services may be obtained through fee-for-service
                    Medicaid from any provider who accepts Medicaid; and

               C)   No referral is needed for such services and that there will
                    be no cost to the Enrollee for such services.

     b)   Foreign language translations of Marketing materials need not be
          independently reviewed by DOHMH if the Contractor submits a letter by
          the translation service attesting that it has used its best efforts to
          accurately translate the Marketing material into the specified
          languages. At a minimum, the translation service must perform a
          reverse translation, (translate the foreign language version back into
          English and compare to original document). Translated materials must
          meet the readability standards described in Section 13.8 of this
          Agreement.

4.   MARKETING ENCOUNTERS

     a)   Marketing encounters must clearly inform Potential Enrollees of the
          Partnership Plan policies described in paragraphs (3)(a)(iii) through
          (ix) above, in addition to meeting any other information requirements
          of Section 11.1 and Appendix D of this Agreement.


                                   APPENDIX N
                                 October 1, 2005
                                      N-14

<PAGE>

     b)   Marketing Representatives shall ask Prospective Enrollees whether they
          are currently enrolled in another MCO's MMC Product, and shall not
          market to persons who are enrolled in another MCO's MMC Product.

     c)   Marketing Representatives must give a copy of the document, "What
          Managed Care Plans are Available in My Neighborhood" to Prospective
          Enrollees at each Marketing encounter.

     d)   Marketing Representatives shall ask Prospective Enrollees whether they
          currently have a provider whom they would like to continue to see, and
          shall assist him or her in making sure that this provider participates
          in the Contractor's network.

     e)   Marketing Representatives shall give a business card, identifying the
          name of the representative, the name of the Contractor, and a
          telephone contact number (which may be the Contractor's member
          services number) to each Prospective Enrollee so that he or she may
          ask follow-up questions. In the alternative, the Marketing
          Representative may have this information printed or stamped on the
          Contractor's Marketing flyers or brochures that are distributed to
          each Prospective Enrollee.

     f)   Marketing Representatives shall inform Prospective Enrollees that upon
          Enrollment they shall receive either a phone call or a welcome package
          from the Contractor to assess their health care needs and explain how
          to access Contractor services.

5.   MARKETING IN HRA FACILITIES

     a)   Contractor may conduct Marketing activities within HRA facilities with
          the prior approval of NYC HRA and must adhere to HRA procedures. HRA
          shall give Contractor an allotted number of allowable Marketing
          Representatives at each HRA facility, and Contractor shall not exceed
          this allotment. No other Marketing Representatives for Contractor may
          market within a two block perimeter of an HRA facility. Additionally,
          when a Medicaid community office is located in a hospital facility,
          Contractor may not market within 60 feet of the Medicaid community
          office. The Contractor is required to adhere to all HRA Marketing
          guidelines when marketing in HRA facilities. HRA has the right to
          suspend Marketing privileges within their facilities for failure to
          adhere to these guidelines.

6.   MARKETING SITES

     a)   The Contractor may not market at sites that were not reported on its
          Marketing schedule to DOHMH.

     b)   The Contractor shall not market in homeless shelters.

     c)   The Contractor shall not market in low income housing projects unless
          permission is requested by the Contractor for a special event in the
          public areas of the project, and


                                   APPENDIX N
                                 October 1, 2005
                                      N-15

<PAGE>

          approval is received in writing from the facility, and a copy sent to
          DOHMH with the Marketing schedule.

     d)   The Contractor shall not market within a two block perimeter of an HRA
          facility (except as authorized by paragraph 5(a) of these guidelines).

     e)   The Contractor may not market in the same room or immediate proximity
          of New York Medicaid CHOICE presentations.

7.   MARKETING CONDUCT

     a)   All Marketing activities shall be conducted in an orderly,
          non-disruptive manner and shall not interfere with the privacy of
          Prospective Enrollees or the general community.

8.   MARKETING REPRESENTATIVES

     a)   The Contractor's Marketing Representatives must attend Marketing
          training sessions provided by DOHMH, upon request from DOHMH.

     b)   Marketing Representatives must wear visible badges with the name of
          the Contractor and the Marketing Representative's name during all
          Marketing activities.

     c)   Marketing Representatives may not wear any additional identification
          badge from a Participating Provider or facility that is likely to
          confuse Enrollees or lead them to believe that the Marketing
          Representative is an employee of such organization. The Contractor
          shall obtain prior approval from DOHMH to wear identification badges
          bearing the name of any other organization.

     d)   Marketing Representatives employed by a subcontractor of the
          Contractor or affiliated with a community based organization which
          performs outreach, education and Enrollment on behalf of the
          Contractor, shall attend a training session conducted by the
          Contractor consistent with the training curriculum approved by DOHMH.

9.   MARKETING INFRACTIONS

     a)   In addition to the corrective and remedial actions specified in
          Section 11.5 of this Agreement, if the Contractor or its
          representative commits a repeat violation or an infraction which is
          not minor or unintentional, DOHMH may, following consultation with
          SDOH, impose liquidated damages of $2000.00 for each such infraction.
          Imposition of liquidated damages shall be taken at the sole discretion
          of the DOHMH except that DOHMH shall not impose liquidated damages for
          any infraction of the Contractor where SDOH has imposed a monetary
          sanction.


                                   APPENDIX N
                                 October 1, 2005
                                      N-16

<PAGE>

                                       N.7

         GUIDELINES FOR THE PROCESSING OF ENROLLMENTS AND DISENROLLMENTS
                                IN NEW YORK CITY

1.   Notwithstanding any contrary provisions in Appendix H, in New York City,
     Enrollment error reports are generated by the Enrollment Broker to the
     Contractor generally within 24-48 hours of Contractor Enrollment
     submissions and the Contractor is able to resubmit corrections via the
     Enrollment Broker before Roster pulldown. Changes in Enrollee eligibility
     or Enrollment status that occur prior to production of the monthly Roster
     are reported by the State to the Contractor with their rosters. Changes in
     Enrollee eligibility status that occur subsequent to production of the
     monthly Roster shall be reported by the Enrollment Broker by means of the
     electronic bulletin board. Reports of Disenrollments processed by the
     Enrollment Broker shall be reported to the Contractor as they occur by
     means of the electronic bulletin board. Reports of Disenrollments processed
     by HRA shall be reported to the Contractor manually as they occur or
     through the HPN. In the event that the electronic bulletin board
     notification process is not available for any reason, the Contractor shall
     use EMEDNY to verify loss of eligibility.

2.   Paragraph 6(a)(iv) of Appendix H of this Agreement (LDSS responsibilities)
     is not applicable in New York City. In the event that an Enrollee loses
     Medicaid eligibility, the PCP Enrollment is left on the system and removed
     thereafter by SDOH if no eligibility reinstatement occurs.

3.   Paragraph 3(d)(ii) of Appendix H of this Agreement is not applicable in New
     York City. The Contractor shall not send verification of the infant's
     demographic data to the HRA unless thirty days has expired since the date
     of birth and the Contractor has not received confirmation via the HPN of a
     successful Enrollment through the automated Enrollment system. When the
     thirty days has expired the Contractor shall, within 10 days, send
     verification of the infant's demographic data to the HRA including: the
     mother's name and CIN; and the newborn's name, CIN, sex and date of birth.
     Upon receipt of the data, if the Enrollment does not appear on the system,
     HRA will process the retroactive Enrollment.

4.   In New York City, Enrollees may initiate a request for an expedited
     Disenrollment to the HRA. The HRA will expedite the Disenrollment process
     in those cases where: an Enrollee's request for Disenrollment involves an
     urgent medical need; the Enrollee is a homeless individual residing in the
     shelter system in New York City; the Enrollee has HIV, ESRD, or a SPMI/SED
     condition; the request involves a complaint of non-consenusal Enrollment;
     or the Enrollee is certified blind or disabled and meets an exemption
     criteria. If approved, the HRA will manually process the Disenrollment.

5.   Notwithstanding paragraph (6)(a)(ix) of Appendix H of this Agreement, in
     New York City, further notification by HRA is not required prior to
     retroactive Disenrollment in the following instances:


                                   APPENDIX N
                                 October 1, 2005
                                      N-17

<PAGE>

     (a)  death or incarceration of an Enrollee;

     (b)  an Enrollee has duplicate CINs and is enrolled in an MCO's MMC or
          FHPlus product under more than one of the CINS; or

     (c)  where there has been communication between the Contractor and HRA or
          the Enrollment Broker regarding the date of disenrollment.

Consistent with paragraph 6(a)(ix) of Appendix H of this Agreement, the LDSS
remains responsible for sending a notice to the Contractor at the time of
Disenrollment of the Contractor's responsibility to submit to the SDOH's Fiscal
Agent voided premium claims for any full months of retroactive Disenrollment
where the Contractor was not at risk for the provision of Benefit Package
Services. Such notice shall be completed by the LDSS to include: the
Disenrollment Effective Date, the reason for the retroactive Disenrollment, and
the months for which premiums must be repayed. The Contractor has 10 days to
notify the LDSS should it refute the Disenrollment Effective Date, based on a
belief that the Contractor was at risk for the provision of Benefit Package
Services for any month for which recoupment of premium has been requested.
However failure by the LDSS to so notify the Contractor does not affect the
right of SDOH to recover premium payment as authorized by Section 3.6 of this
Agreement.


                                   APPENDIX N
                                 October 1, 2005
                                      N-18

<PAGE>

                                       N.8

                 NEW YORK CITY TRANSPORTATION POLICY GUIDELINES

1.   The Medicaid Managed Care Program contractual Benefit Package in New York
     City includes transportation to all medical care and services that are
     covered under the Medicaid program, regardless of whether the specific
     medical service is included in the Benefit Package or paid for on a
     fee-for-service basis, except for transportation costs to Methadone
     Maintenance Treatment Programs. The transportation obligation includes the
     cost of meals and lodging incurred when going to and returning from a
     provider of medical care and services when distance and travel time require
     these costs.

2.   Generally, the Contractor may provide transportation by giving or
     reimbursing the Enrollee subway/bus tokens for the round trip for their
     medical care and services, if public transportation is available for such
     care and services. The Contractor is not required to provide transportation
     if the distance to the medical appointment is so short that the Enrollee
     would customarily walk to perform other routine errands. The Contractor may
     adopt policies requiring a minimum distance between an Enrollee's residence
     and the medical appointment, which may not be greater than ten blocks;
     however, the policy must provide transportation for Enrollees living a
     lesser distance upon a showing of special circumstances such as a physical
     disability on a case-by-case basis.

3.   If the Enrollee has disabilities or medical conditions which prevent him or
     her from utilizing public transportation, the MCO must provide accessible
     transportation which is appropriate to the disability or condition such as
     livery, ambulette, or taxi. The MCO may require pre-authorization of
     non-public transportation except for emergency transportation.

     a)   The MCO shall provide livery transportation under the following
          circumstances, unless the Enrollee requires transportation by
          ambulette or ambulance:

          i)   The Enrollee is able to travel independently but due to a
               debilitating physical or mental condition, cannot use the mass
               transit system.

          ii)  The Enrollee is traveling to and from a location that is
               inaccessible by mass transit.

          iii) The Enrollee cannot access the mass transit system due to
               temporary severe weather, which prohibits use of the normal mode
               of transportation.

     b)   The MCO shall provide ambulette transportation under the following
          circumstances, unless the Enrollee requires transportation by
          ambulance:

          i)   The Enrollee requires personal assistance from the driver in
               entering/exiting the Enrollee's residence, the ambulette and the
               medical facility.


                                   APPENDIX N
                                 October 1, 2005
                                      N-19

<PAGE>

          ii)  The Enrollee is wheelchair-bound (non-collapsible or requires a
               specially configured vehicle).

          iii) The Enrollee has a mental impairment and requires the personal
               assistance of the ambulette driver.

          iv)  The Enrollee has a severe, debilitating weakness or is mentally
               disoriented as a result of medical treatment and requires the
               personal assistance of the ambulette driver.

          v)   The Enrollee has a disabling physical condition that requires the
               use of a walker, cane, crutch or brace and is unable to use
               livery service or mass transportation.

     c)   The MCO shall provide non-emergency ambulance transportation when the
          Enrollee must be transported on a stretcher and/or requires the
          administration of life support equipment by trained medical personnel.
          The use of non-emergency ambulance is indicated when the Enrollee's
          condition would prohibit any other form of transport.

4.   Emergency transportation may only be provided by accessing 911 emergency
     ambulances. Urgent care transportation may be provided by any mode of
     transportation so long as such mode is appropriate for the medical
     condition or disability experienced by the Enrollee.

5.   If an attendant is Medically Necessary to accompany the Enrollee to the
     medical appointment, the Contractor is responsible for the transportation
     of the attendant. A medically required attendant (authorized by the
     attending physician) may include a family member, friend, legal guardian or
     home health worker. When a child travels to medical care and services, and
     an attendant is required, the parent or guardian of the child may act as an
     attendant. In these situations, the costs of the transportation, lodging
     and meals of the parent or guardian may be reimbursable, and authorization
     of the attending physician is not required.


                                   APPENDIX N
                                 October 1, 2005
                                      N-20

<PAGE>

                            SCHEDULE 1 OF APPENDIX N

                    DOHMH PUBLIC HEALTH SERVICES FEE SCHEDULE

<TABLE>
<CAPTION>
                   SERVICE                                                 FEE
                   -------                                               -------
<S>                                                                      <C>
TB CLINIC                                                                $125.00
IMMUNIZATION                                                             $ 50.00
LEAD POISONING SCREENING                                                 $ 15.00

HIV COUNSELING AND TESTING VISIT                                         $ 96.47

HIV COUNSELING AND NO TESTING                                            $ 90.12

HIV POST TEST COUNSELING
   Visit Negative Result                                                 $ 72.54
   Visit Positive Result                                                 $ 90.12

LAB TESTS
   HIV 1 (ELISA Test)                                                    $ 12.27
   HIV Antibody, Confirmatory (Western Blot)                             $ 26.75

DENTAL SERVICES                                                          $108.00
</TABLE>


                                   APPENDIX N
                                 October 1, 2005
                                      N-21

<PAGE>

                                   APPENDIX O

                 REQUIREMENTS FOR PROOF OF WORKERS' COMPENSATION
                        AND DISABILITY BENEFITS COVERAGE


                                   Appendix O
                                 October 1, 2005
                                       O-l

<PAGE>

                       REQUIREMENTS FOR PROOF OF COVERAGE

Unless the Contractor is a political sub-division of New York State, the
Contractor shall provide proof, completed by the Contractor's insurance carrier
and/or the Workers' Compensation Board, of coverage for:

1.   WORKERS' COMPENSATION, for which one of the following is incorporated into
     this Agreement herein as an attachment to Appendix O:

     a)   Certificate of Workers' Compensation Insurance, on the Workers'
          Compensation Board form C-105.2 (naming the NYS Department of Health,
          Corning Tower, Rm. 1325, Albany, 12237-0016), OR Certificate of
          Workers' Compensation Insurance, on the State Insurance Fund form
          U-26.3 (naming the NYS Department of Health, Corning Tower, Rm. 1325,
          Albany, 12237-0016); OR

     b)   Certificate of Workers Compensation Self-Insurance, form SI-12, OR
          Certificate of Group Workers' Compensation Self-Insurance, form
          GSI-105.2; OR

     c)   Affidavit for New York Entities And Any Out Of State Entities With No
          Employees, That New York State Workers' Compensation And/Or Disability
          Benefits Coverage Is Not Required, form WC/DB-100, completed for
          Workers' Compensation; OR Affidavit That An OUT-OF-STATE OR FOREIGN
          EMPLOYER Working In New York State Does Not Require Specific New York
          State Workers' Compensation And/Or Disability Benefits Insurance
          Coverage, form WC/DB-101, completed for Workers' Compensation;
          [Affidavits must be notarized and stamped as received by the NYS
          Workers' Compensation Board]; and

2.   DISABILITY BENEFITS COVERAGE, for which one of the following is
     incorporated into this Agreement herein as an attachment to Appendix O:

     a)   Certificate of Disability Benefits Insurance, form DB-120.1; OR
          Certificate/Cancellation of Insurance, form DB-820/829; OR

     b)   Certificate of Disability Benefits Self-Insurance, form DB-155; OR

     c)   Affidavit for New York Entities And Any Out Of State Entities With No
          Employees, That New York State Workers' Compensation And/Or Disability
          Benefits Coverage Is Not Required, form WC/DB-100, completed for
          Disability Benefits; OR Affidavit That An OUT-OF-STATE OR FOREIGN
          EMPLOYER Working In New York State Does Not Require Specific New York
          State Workers' Compensation And/Or Disability Benefits Insurance
          Coverage, form WC/DB-101, completed for Disability Benefits;
          [Affidavits must be notarized and stamped as received by the NYS
          Workers' Compensation Board].

NOTE: ACORD FORMS ARE NOT ACCEPTABLE PROOF OF COVERAGE.


                                   Appendix O
                                 October 1, 2005
                                       O-2

<PAGE>

                                   APPENDIX P

Reserved


                                   APPENDIX P
                                 October 1, 2005
                                       P-1

<PAGE>

                                   APPENDIX Q

Reserved


                                   APPENDIX Q
                                 October 1, 2005
                                       Q-1

<PAGE>

                                   APPENDIX R

                      NEW YORK CITY STANDARD LOCAL CLAUSES

R.1  GENERAL PROVISIONS GOVERNING CONTRACTS FOR CONSULTANTS, PROFESSIONAL AND
     TECHNICAL SERVICES (NOT-FOR-PROFIT ENTITIES)

R.2  GENERAL PROVISIONS GOVERNING CONTRACTS FOR CONSULTANTS, PROFESSIONAL AND
     TECHNICAL SERVICES (FOR-PROFIT ENTITIES)


                                   APPENDIX R
                                 October 1, 2005
                                       R-1

<PAGE>

                                   APPENDIX R 1
                   GENERAL PROVISIONS GOVERNING CONTRACTS FOR
   CONSULTANTS, PROFESSIONAL AND TECHNICAL SERVICES (Not-For-Profit entities)

<TABLE>
<CAPTION>
CONTENTS                                                                    PAGE
--------                                                                    ----
<S>                                                                         <C>
ARTICLE 1. DEFINITIONS...................................................     2

ARTICLE 2. REPRESENTATIONS AND WARRANTIES................................     2
   2.1    Procurement of Agreement.......................................     2
   2.2    Conflict of Interest...........................................     2
   2.3    Fair Practices.................................................     2

ARTICLE 3. AUDIT BY THE DEPARTMENT AND CITY..............................     3

ARTICLE 4. COVENANTS OF THE CONTRACTOR...................................     3
   4.1    Employees......................................................     3
   4.2    Independent Contractor Status..................................     4
   4.3    Insurance......................................................     4
   4.4    Protection of City Property....................................     6
   4.5    Confidentiality................................................     6
   4.6    Books and Records..............................................     6
   4.7    Retention of Records...........................................     6
   4.8    Compliance with Law............................................     6
   4.9    Investigation Clause...........................................     6
   4.10   Assignment.....................................................     8
   4.11   Subcontracting.................................................     8
   4.12   Publicity......................................................     9
   4.13   Participation in an International Boycott......................     9
   4.14   Inventions, Patents and Copyrights.............................     9
   4.15   Infringements..................................................     9
   4.16   Anti-trust.....................................................    10

ARTICLE 5. TERMINATION...................................................    10
   5.1    Termination of Agreement.......................................    10

ARTICLE 6. MISCELLANEOUS.................................................    11
   6.1    Conflict of Laws...............................................    11
   6.2    General Release................................................    11
   6.3    Claims and Actions Thereon.....................................    11
   6.4    No Claim Against Officers, Agents or Employees.................    11
   6.5    Waiver.........................................................    12
   6.6    Notice.........................................................    12
   6.7    All Legal Provisions Deemed Included...........................    12
   6.8    Severability...................................................    12
   6.9    Political Activity.............................................    12
   6.10   Modification...................................................    12
   6.11   Paragraph Headings.............................................    13
   6.12   No Removal of Records from Premises............................    13
   6.13   Inspection at Site.............................................    13
   6.14   Pricing........................................................    13

ARTICLE 7. MERGER........................................................    13

ARTICLE 8. CONDITIONS PRECEDENT..........................................    13

ARTICLE 9. PPB RULES.....................................................    14

ARTICLE 10. STATE LABOR LAW AND CITY ADMINISTRATIVE CODE.................    14

ARTICLE 11. FORUM PROVISION..............................................    15

ARTICLE 12. EQUAL EMPLOYMENT OPPORTUNITY ................................    15

ARTICLE 13. NO DAMAGE FOR DELAY..........................................    16

ARTICLE 14. CONSULTANT REPORT INFORMATION................................    16

ARTICLE 15. RESOLUTION OF DISPUTES.......................................    17
   15.4   Presentation of Dispute to Agency Head.........................    17
   15.5   Presentation of Dispute to the Comptroller.....................    18
   15.6   Contract Dispute Resolution Board..............................    19
   15.7   Petition to Contract Dispute Resolution Board..................    19

ARTICLE 16. PROMPT PAYMENT...............................................    20
</TABLE>


NFP.W/P.L.
-1-

<PAGE>

ARTICLE 1. DEFINITIONS

As used throughout this Agreement, the following terms shall have the meaning
set forth below:

          a.   "CITY" shall mean the City of New York, its departments and
               political subdivisions.

          b.   "COMPTROLLER" shall mean the Comptroller of the City of New York.

          c.   "DEPARTMENT" or "AGENCY" shall mean the DEPARTMENT OF HEALTH. AND
               MENTAL HYGIENE

          d.   "COMMISSIONER" OR "ADMINISTRATOR" shall mean the COMMISSIONER OF
               HEALTH AND MENTAL HYGIENE or his duly authorized representative.
               The term "duly authorized representative" shall include any
               person or persons acting within the limits of his or her
               authority.

          e.   "LAW" or "LAWS" shall include but not be limited to the New York
               City Charter, the New York City AdministrativeCode, a local law
               of the City of New York, and any ordinance, rule or regulation
               having the force of law.

          f.   "CONTRACTOR"or"CONSULTANT" shall mean VENDOR

ARTICLE 2. REPRESENTATIONS AND WARRANTIES

2.1  PROCUREMENT OF AGREEMENT

A.   The Contractor represents and warrants that no person or selling agency has
     been employed or retained to solicit or secure this Agreement upon an
     agreement or understanding for a commission, percentage, brokerage fee,
     contingent fee or any other compensation. The Contractor further represents
     and warrants that no payment, gift or thing of value has been made, given
     or promised to obtain this or any other agreement between the parties. The
     Contractor makes such representations and warranties to induce the City to
     enter into this Agreement and the City relies upon such representations and
     warranties in the execution hereof.

B.   For a breach or violation of such representations or warranties, the
     Administrator shall have the right to annul this Agreement without
     liability, entitling the City to recover all monies paid hereunder and the
     Contractor shall not make claim for, or be entitled to recover, any sum or
     sums due under this Agreement. This remedy, if effected, shall not
     constitute the sole remedy afforded the City for the falsity or breach, nor
     shall it constitute a waiver of the City's right to claim damages or refuse
     payment or to take any other action provided for by law or pursuant to this
     Agreement.

2.2  CONFLICT OF INTEREST

     The Contractor represents and warrants that neither it nor any of its
     directors, officers, members, partners or employees, has any interest nor
     shall they acquire any interest, directly or indirectly, which would or may
     conflict in any manner or degree with the performance or rendering of the
     services herein provided. The Contractor further represents and warrants
     that in the performance of this Agreement no person having such interest or
     possible interest shall be employed by it. No elected official or other
     officer or employee of the City or Department, nor any person whose salary
     is payable, in whole or in part, from the City Treasury, shall participate
     in any decision relating to this Agreement which affects his or her
     personal interest or the interest of any corporation, partnership or
     association in which he or she is, directly or indirectly, interested; nor
     shall any such person have any interest, direct or indirect, in this
     Agreement or in the proceeds thereof.

2.3  FAIR PRACTICES

     The Contractor and each person signing on behalf of any contractor
     represents and warrants and certifies, under penalty of perjury, that to
     the best of its knowledge and belief:

     A.   The prices in this contract have been arrived at independently without
          collusion, consultation, communication, or agreement, for the purpose
          of restricting competition, as to any matter relating to such prices
          with any other bidder or with any competitor;

     B.   Unless otherwise required by law, the prices which have been quoted in
          this contract and on the proposal submitted by the Contractor have not
          been knowingly disclosed by the Contractor prior to the proposal
          opening, directly or indirectly, to any other bidder or to any
          competitor; and

     C.   No attempt has been made or will be made by the Contractor to induce
          any other person, partnership or corporation to submit or not to
          submit a proposal for the purpose of restricting competition. The fact
          that the Contractor (a) has published price lists, rates, or tariffs
          covering items being procured, (b) has informed prospective customers
          of proposed


NFP.W/P.L.
-2-
<PAGE>

     or pending publication of new or revised price lists for such items, or (C)
     has sold the same items to other customers at the same prices being bid,
     does not constitute, without more, a disclosure within the meaning of the
     above.

ARTICLE 3. AUDIT BY THE DEPARTMENT AND CITY

3.1  All vouchers or invoices presented for payment to be made hereunder, and
     the books, records and accounts upon which said vouchers or invoices are
     based are subject to audit by the Department and by the Comptroller of the
     City of New York pursuant to the powers and responsibilities as conferred
     upon said Department and said Comptroller by the New York City Charter and
     Administrative Code of the City of New York, as well as all orders and
     regulations promulgated pursuant thereto.

3.2  The Contractor shall submit any and all documentation and justification in
     support of expenditures or fees under this Agreement as may be required by
     said Department and said Comptroller so that they may evaluate the
     reasonableness of the charges and shall make its records available to the
     Department and to the Comptroller as they consider necessary.

3.3  All books, vouchers, records, reports, canceled checks and any and all
     similar material may be subject to periodic inspection, review and audit by
     the State of New York, Federal Government and other persons duly authorized
     by the City. Such audit may include examination and review of the source
     and application of all funds whether from the City, any State, the Federal
     Government, private sources or otherwise.

3.4  The contractor shall not be entitled to final payment under the Agreement
     until all requirements have been satisfactorily met.

ARTICLE 4. COVENANTS OF THE CONTRACTOR

4.1  EMPLOYEES

A.   All experts or consultants or employees of the Contractor who are employed
     by the Contractor to perform work under this contract are neither employees
     of the City nor under contract to the City and the Contractor alone is
     responsible for their work, direction, compensation and personal conduct
     while engaged under this Agreement. Nothing in this contract shall impose
     any liability or duty on the City for the acts, omissions, liabilities or
     obligations of the Contractor any person, firm company, agency,
     association, expert, consultant, independent contractor, specialist,
     trainee, employee, servant, or agent, or for taxes of any nature including
     but not limited to unemployment insurance, workmen's compensation,
     disability benefits and social security, or, except as specifically stated
     in this contract, to any person, firm or corporation.

B.   The Contractor shall be solely responsible for all physical injuries or
     death to its agents, servants, or employees or to any other person or
     damage to any property sustained during its operations and work on the
     project under this agreement resulting from any act of omission or
     commission or error in judgment of any of its officers, trustees,
     employees, agents, servants, or independent contractors, and shall hold
     harmless and indemnify the City from liability upon any and all claims for
     damages on account of such injuries or death to any such person or damages
     to property on account of any neglect, fault or default of the Contractor,
     its officers, trustees, employees, agents, servants, or independent
     contractors. The Contractor shall be solely responsible for the safety and
     protection of all of its employees whether due to the negligence, fault or
     default of the Contractor or not.

C.   Workmen's Compensation and Disability Benefits

     If this Agreement be of such a character that the employees engaged thereon
     are required to be insured by the provision of Chapter 615 of the Laws of
     1922, known as the "Workmen's Compensation Law" and acts amendatory
     thereto, the Agreement shall be void and of no effect unless the Contractor
     shall secure compensation for the benefit of, and keep insured during the
     life of this Agreement such employees in compliance with the provisions of
     said law, inclusive of Disability Benefits,; and, shall furnish the
     Department with two (2) certificates of these insurance coverages.

D.   Unemployment Insurance

     Unemployment Insurance coverage shall be obtained and provided by the
     Contractor for its employees.


NFP.W/P.L.
-3-
<PAGE>

E.   Minimum Wage

     Except for those employees whose minimum wage is required to be fixed
     pursuant to Section 220 of the Labor Law of the State of New York, all
     persons employed by the Contractor in the performance of this Agreement
     shall be paid, without subsequent deduction or rebate, unless expressly
     authorized by law, not less than the minimum wage as prescribed by law. Any
     breach or violation of the foregoing shall be deemed a breach or violation
     of a material provision of this Agreement.

4.2  INDEPENDENT CONTRACTOR STATUS

     The Contractor and the Department agree that the Contractor is an
     independent contractor, and not an employee of the Department or the City
     of New York, and that in accordance with such status as independent
     contractor, the Contractor covenants and agrees that neither it nor its
     employees or agents will hold themselves out as, nor claim to be, officers
     or employees of the City of New York, or of any department, agency or unit
     thereof, by reason hereof, and that they will not, by reason hereof, make
     any claim, demand or application to or for any right or privilege
     applicable to an officer or employee of the City of New York, including,
     but not limited to, Workmen's Compensation coverage, Unemployment Insurance
     Benefits, Social Security coverage or employee retirement membership or
     credit.

4.3  INSURANCE

A.   INSURANCE REQUIREMENTS FOR CONTRACTORS

     Contractors shall procure and maintain for the duration of the contract
     insurance against claims for injuries to persons or damages to property
     which may arise from or in connection with the performance of the work
     hereunder by the Contractor, his agents, representatives, employees or
     subcontractors. All required insurance policies shall be maintained with
     companies that may lawfully issue the required policy and have an A.M. Best
     rating of at least A-7 or a Standard and Poor's rating of at least AA,
     unless prior written approval is obtained from the Mayor's Office of
     Operations. The cost of such insurance shall be included in the
     Contractor's bid.

     a.   Minimum Scope of Insurance

          Coverage shall be at least as broad as:

          1.   Insurance Services Office form number GL 0002 (1/73) covering
               Comprehensive General Liability and Insurance Services Office
               form number GL 0404 covering Broad Form Comprehensive General
               Liability; or Insurance Services Office Commercial General
               Liability coverage ("occurrence" form CG 0001).(ED 11/85).

          2.   Insurance Services Office form number CA 0001 (Ed. 1/78) covering
               Automobile Liability, code 1 "any auto" and endorsements CA 2232
               and CA 0112.

          3.   Workers' Compensation insurance as required by Labor Code of the
               State of New York and Employers Liability insurance.

     b.   Minimum Limits of Insurance

          Contractor shall maintain limits no less than:

          1.   Comprehensive General Liability: $1,000,000.00 combined single
               limit per accident for bodily injury and property damage.

          2.   Professional liability: 1 Million Dollars per occurrence; Three
               Million Dollars Aggregate.

          3.   Workers' Compensation and Employers Liability: Workers'
               Compensation limits as required by the Labor Code of the State of
               New York Employers Liability limits of $1,000,000.00 per
               accident. Pursuant to Section 57 of the NYS Workers' Compensation
               Law, the vendor has submitted proof of workers' compensation and
               disability benefits coverage to the agency.


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     c.   Deductibles and Self-Insured Retentions

          Any deductibles and self-insured retentions must be declared to and
          approved by the Agency. At the option of the Agency, either: the
          insurer shall reduce or eliminate such deductibles or self-insured
          retentions as respects and Agency, its officers, officials and
          employees; or the Contractor shall procure a bond guaranteeing payment
          of losses and related investigations, claim administration and defense
          expenses.

          1.   General Liability and Automobile Liability Coverages

               a.   The City, its officers, officials and employees are to be
                    covered as insured as respects: liability arising out of
                    activities performed by or on behalf of the Contractor;
                    products and completed operations of the Contractor;
                    premises owned, leases or used by the Contractor; or
                    automobiles owned, leased, hired or borrowed by the
                    Contractor. The coverage shall contain no special
                    limitations on the scope of protection afforded to the City,
                    its officers, officials and employees.

               b.   The Contractor's insurance coverage shall be primary
                    insurance as respect the City, its officers, officials, and
                    employees. Any other insurance or self-insurance maintained
                    by the Agency, its officers, officials and employees shall
                    be excess of and not contribute with the Contractor's
                    insurance.

               c.   Any failure to comply with reporting provisions of the
                    policies shall not affect coverage provided to the Agency,
                    its officers, officials, and employees.

               d.   The Contractor's insurance shall apply separately to each
                    insured against whom claim is made or suit is brought,
                    except with respect to the limits of the insurers liability.

          2.   Workers' Compensation and Employers Liability Coverage

               The insurer shall agree to waive all rights of subrogation
               against the Agency, its officers, officials, and employees for
               losses arising from work performed by the Contractor for Agency.

          3.   All Coverages

               Each insurance policy required by this clause shall be endorsed
               to state that coverage shall not be suspended, voided, cancelled
               by either party, reduced in coverage or in limits except after
               sixty (60) days prior written notice by certified mail, return
               receipt requested, has been given to the City.

     d.   Acceptability of Insurers

          Insurance is to be placed with insurers with an A.M. Best rating of at
          least A-7 or a Standard and Poor's rating of at least AA, unless prior
          written approval is obtained from the Mayor's Office of Operations.

     e.   Verification of Coverage

          Contractor shall furnish the City with Certificates of Insurance
          effecting coverage required by this clause. The Certificates for each
          insurance policy are to be signed by a person authorized by that
          insurer to bind coverage on its behalf. The Certificates are to be on
          forms provided by the Agency and are to be received and approved by
          the Agency before work commences. The Agency reserves the right to
          obtain complete, certified copies of all required insurance policies,
          at any time.

     f.   Subcontractors

          Contractor shall include all subcontractors as insured under its
          policies or shall furnish separate Certificates for each
          subcontractor. All coverages for subcontractors shall be subject to
          all of the requirements stated herein.

B.   In the event that any claim is made or any action is brought against the
     City arising out of negligent or careless acts of an employee of the
     Contractor, either within or without the scope of his employment, or
     arising out of Contractor's negligent performance of this Agreement, then
     the City shall have the right to withhold further payments hereunder for
     the purpose of set-off in sufficient sums to cover the said claim or
     action. The rights and remedies of the City provided


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     for in this clause shall not be exclusive and are in addition to any other
     rights and remedies provided by law or this Agreement.

4.4  PROTECTION OF CITY PROPERTY

A.   The Contractor assumes the risk of, and shall be responsible for, any loss
     or damage to City property, including property and equipment leased by the
     City, used in the performance of this Agreement; and caused, either
     directly or indirectly by the acts, conduct, omissions or lack of good
     faith of the Contractor, its officers, managerial personnel and employees,
     or any person, firm, company, agent or others engaged by the Contractor as
     expert, consultant, specialist or subcontractor hereunder.

B.   In the event that any such City property is lost or damaged, except for
     normal wear and tear, then the City shall have the right to withhold
     further payments hereunder for the purpose of set-off, in sufficient sums
     to cover such loss or damage.

C.   The Contractor agrees to indemnify the City and hold it harmless from any
     and all liability or claim for damages due to any such loss or damage to
     any such City property described in subsection A above.

D.   The rights and remedies of the City provided herein shall not be exclusive
     and are in addition to any other rights and remedies provided by law or by
     this Agreement.

4.5  CONFIDENTIALITY

     All of the reports, information or data, furnished to or prepared,
     assembled or used by the Contractor under this Agreement are to be held
     confidential, and prior to publication, the Contractor agrees that the same
     shall not be made available to any individual or organization without the
     prior written approval of the Department.

4.6  BOOKS AND RECORDS

     The Contractor agrees to maintain separate and accurate books, records,
     documents and other evidence and accounting procedures and practices which
     sufficiently and properly reflect all direct and indirect costs of any
     nature expended in the performance of this Agreement.

4.7  RETENTION OF RECORDS

     The Contractor agrees to retain all books, records, and other documents
     relevant to this Agreement for six years after the final payment or
     termination of this Agreement, whichever is later. City, State and Federal
     auditors and any other persons duly authorized by the Department shall have
     full access to and the right to examine any of said materials during said
     period.

4.8  COMPLIANCE WITH LAW

     Contractor shall render all services under this Agreement in accordance
     with the applicable provisions of federal, state and local laws, rules and
     regulations as are in effect at the time such services are rendered.

4.9  INVESTIGATION CLAUSE

     1.   The parties to this agreement agree to cooperate fully and faithfully
          with any investigation, audit or inquiry conducted by a State of New
          York (State) or City of New York (City) governmental agency or
          authority that is empowered directly or by designation to compel the
          attendance of witnesses and to examine witnesses under oath, or
          conducted by the Inspector General of a governmental agency that is a
          party in interest to the transaction, submitted bid, submitted
          proposal, contract, lease, permit, or license that is the subject of
          the investigation, audit or inquiry.

     2(a) If any person who has been advised that his or her statement, and any
          information from such statement, will not be used against him or her
          in any subsequent criminal proceeding refuses to testify before a
          grand jury or other governmental agency or authority empowered
          directly or by designation to compel the attendance of witnesses and
          to examine witnesses under oath concerning the award of or performance
          under any transaction,


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<PAGE>

          agreement, lease, permit, contract, or license entered into with the
          City, the State, or any political subdivision or public authority
          thereof, or the Port Authority of New York and New Jersey, or any
          local development corporation within the City, or any public benefit
          corporation organized under the laws of the State of New York, or;

     (b)  If any person refuses to testify for a reason other than the assertion
          of his or her privilege against self-incrimination in an
          investigation, audit or inquiry conducted by a City or State
          governmental agency or authority empowered directly or by designation
          to compel the attendance of witnesses and to take testimony under
          oath, or by the Inspector General of the governmental agency that is a
          party in interest in, and is seeking testimony concerning the award
          of, or performance under, any transaction, agreement, lease, permit,
          contract, or license entered into with the City, the State, or any
          political subdivision thereof or any local development corporation
          within the City, then;

     3(a) The commissioner or agency head whose agency is a party in interest to
          the transaction, submitted bid, submitted proposal, contract, lease,
          permit, or license shall convene a hearing, upon not less than five
          (5) days written notice to the parties involved, to determine if any
          penalties should attach for the failure of a person to testify.

     3(b) If any non-governmental party to the hearing requests an adjournment,
          the commissioner or agency head who convened the hearing may, upon
          granting the adjournment, suspend any contract, lease, permit, or
          license pending the final determination pursuant to paragraph 5 below
          without the City incurring any penalty or damages for delay or
          otherwise.

     4.   The penalties which may attach after a final determination by the
          commissioner or agency head may include but shall not exceed:

     (a)  The disqualification for a period not to exceed five (5) years from
          the date of an adverse determination for any person, or any entity of
          which such person was a member at the time the testimony was sought,
          from submitting bids for, or transacting business with, or entering
          into or obtaining any contract, lease, permit or license with or from
          the City; and/or

     (b)  The cancellation or termination of any and all such existing City
          contracts, leases, permits or licenses that the refusal to testify
          concerns and that have not been assigned as permitted under this
          agreement, nor the proceeds of which pledged, to an unaffiliated and
          unrelated institutional lender for fair value prior to the issuance of
          the notice scheduling the hearing, without the City incurring any
          penalty or damages on account of such cancellation or termination;
          monies lawfully due for goods delivered, work done, rentals, or fees
          accrued prior to the cancellation or termination shall be paid by the
          City.

     5.   The commissioner or agency head shall consider and address in reaching
          his or her determination and in assessing an appropriate penalty the
          factors in paragraphs (a) and (b) below. He or she may also consider,
          if relevant and appropriate, the criteria established in paragraphs
          (c) and (d) below in addition to any other information which may be
          relevant and appropriate:

     (a)  The party's good faith endeavors or lack thereof to cooperate fully
          and faithfully with any governmental investigation or audit, including
          but not limited to the discipline, discharge, or disassociation of any
          person failing to testify, the production of accurate and complete
          books and records, and the forthcoming testimony of all other members,
          agents, assignees or fiduciaries whose testimony is sought.

     (b)  The relationship of the person who refused to testify to any entity
          that is a party to the hearing, including, but not limited to, whether
          the person whose testimony is sought has an ownership interest in the
          entity and/or the degree of authority and responsibility the person
          has within the entity.


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<PAGE>

     (c)  The nexus of the testimony sought to the subject entity and its
          contracts, leases, permits or licenses with the City.

     (d)  The effect a penalty may have on an unaffiliated and unrelated party
          or entity that has a significant interest in an entity subject to
          penalties under 4 above, provided that the party or entity has given
          actual notice to the commissioner or agency head upon the acquisition
          of the interest, or at the hearing called for in 3(a) above gives
          notice and proves that such interest was previously acquired. Under
          either circumstance the party or entity must present evidence at the
          hearing demonstrating the potential adverse impact a penalty will have
          on such person or entity.

     6.   The term "license" or "permit" as used herein shall be defined as a
          license, permit, franchise or concession not granted as a matter of
          right.

     (a)  The term "person" as used herein shall be defined as any natural
          person doing business alone or associated with another person or
          entity as a partner, director, officer, principal or employee.

     (b)  The term "entity" as used herein shall be defined as any firm,
          partnership, corporation, association, or person that receives monies,
          benefits, licenses, leases, or permits from or through the City or
          otherwise transacts business with the City.

     (c)  The term "member" as used herein shall be defined as any person
          associated with another person or entity as a partner, director,
          officer, principal or employee.

     7.   In addition to and notwithstanding any other provision of this
          agreement the Commissioner or agency head may in his or her sole
          discretion terminate this agreement upon not less than three (3) days
          written notice in the event contractor fails to promptly report in
          writing to the Commissioner of Investigation of the City of New York
          any solicitation of money, goods, requests for future employment or
          other benefit or thing of value, by or on behalf of any employee of
          the City or other person, firm, corporation or entity for any purpose
          which may be related to the procurement or obtaining of this agreement
          by the contractor, or affecting the performance of this contract.

4.10 ASSIGNMENT

A.   The Contractor shall not assign, transfer, convey or otherwise dispose of
     this Agreement or of Contractor's rights, obligations, duties, in whole or
     in part, or of its right to execute it, or its right, title or interest in
     it or any part thereof, or assign, by power of attorney or otherwise, any
     of the notices due or to become due under this contract, unless the prior
     written consent of the Administrator shall be obtained. Any such
     assignment, transfer, conveyance or other disposition without such consent
     shall be void.

B.   Failure of the Contractor to obtain any required consent to any assignment,
     shall be cause for termination for cause, at the option of the
     Administrator; and if so terminated, the City shall thereupon be relieved
     and discharged from any further liability and obligation to the Contractor,
     its assignees or transferees, and all monies that may become due under the
     contract shall be forfeited to the City except so much thereof as may be
     necessary to pay the Contractor's employees.

C.   The provisions of this clause shall not hinder, prevent, or affect an
     assignment by the Contractor for the benefit of its creditors made pursuant
     to the laws of the State of New York.

D.   This Agreement may be assigned by the City to any corporation, agency or
     instrumentality having authority to accept such assignment.

4.11 SUBCONTRACTING

A.   The Contractor agrees not to enter into any subcontracts for the
     performance of its obligations, in whole or in part, under this Agreement
     without the prior written approval of the Department. Two copies of each
     such proposed subcontract


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<PAGE>

     shall be submitted to the Department with the Contractor's written request
     for approval. All such subcontracts shall contain provisions specifying:

     1.   that the work performed by the subcontractor must be in accordance
          with the terms of the Agreement between the Department and the
          Contractor,

     2.   that nothing contained in such agreement shall impair the rights of
          the Department,

     3.   that nothing contained herein, or under the Agreement between the
          Department and the Contractor, shall create any contractual relation
          between the subcontractor and the Department, and

     4.   that the subcontractor specifically agrees to be bound by the
          confidentiality provision set forth in this Agreement between the
          Department and the Contractor.

B.   The Contractor agrees that it is fully responsible to the Department for
     the acts and omissions of the subcontractors and of persons either directly
     or indirectly employed by them as it is for the acts and omissions of
     persons directly employed by it.

C.   The aforesaid approval is required in all cases other than individual
     employer-employee contracts.

D.   The Contractor shall not in any way be relieved of any responsibility under
     this Contract by any subcontract.

4.12 PUBLICITY

A.   The prior written approval of the Department is required before the
     Contractor or any of its employees, servants, agents, or independent
     contractors may, at any time, either during or after completion or
     termination of this Agreement, make any statement to the press or issue any
     material for publication through any media of communication bearing on the
     work performed or data collected under this Agreement.

B.   If the Contractor publishes a work dealing with any aspect of performance
     under this Agreement, or of the results and accomplishments attained in
     such performance, the Department shall have a royalty free, non-exclusive
     and irrevocable license to reproduce, publish or otherwise use and to
     authorize others to use the publication.

4.13 PARTICIPATION IN AN INTERNATIONAL BOYCOTT

A.   The Contractor agrees that neither the Contractor nor any
     substantially-owned affiliated company is participating or shall
     participate in an international boycott in violation of the provisions of
     the Export Administration Act of 1979, as amended, or the regulations of
     the United States Department of Commerce promulgated thereunder.

B.   Upon the final determination by the Commerce Department or any other agency
     of the United States as to, or conviction of the Contractor or a
     substantially-owned affiliated company thereof, participation in an
     international boycott in violation of the provisions of the Export
     Administration Act of 1979, as amended, or the regulations promulgated
     thereunder, the Comptroller may, at his option, render forfeit and void
     this contract.

C.   The Contractor shall comply in all respects, with the provisions of Section
     6-114 of the Administrative Code of the City of New York and the rules and
     regulations issued by the Comptroller thereunder.

4.14 INVENTIONS, PATENTS AND COPYRIGHTS

A.   Any discovery or invention arising out of or developed in the course of
     performance of this Agreement shall be promptly and fully reported to the
     Department, and if this work is supported by a federal grant of funds,
     shall be promptly and fully reported to the Federal Government for
     determination as to whether patent protection on such invention shall be
     sought and how the rights in the invention or discovery, including rights
     under any patent issued thereon, shall be disposed of and administered in
     order to protect the public interest.

B.   No report, document or other data produced in whole or in part with
     contract funds shall be copyrighted by the Contractor nor shall any notice
     of copyright be registered by the Contractor in connection with any report,
     document or other data developed for the contract.


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C.   In no case shall subsections A and B of this section apply to, or prevent
     the Contractor from asserting or protecting its rights in any report,
     document or other data, or any invention which existed prior to or was
     developed or discovered independently from the activities directly related
     to this Agreement.

4.15 INFRINGEMENTS

     The Contractor shall be liable to the Department and hereby agrees to
     indemnify and hold the Department harmless for any damage or loss or
     expense sustained by the Department from any infringement by the Contractor
     of any copyright, trademark or patent rights of design, systems, drawings,
     graphs, charts, specifications or printed matter furnished or used by the
     Contractor in the performance of this Agreement.

4.16 ANTI-TRUST

     The Contractor hereby assigns, sells, and transfers to the City all right,
     title and interest in and to any claims and causes of action arising under
     the anti-trust laws of the State of New York or of the United States
     relating to the particular goods or services purchased or procured by the
     City under this Agreement.

ARTICLE 5. TERMINATION

5.1  TERMINATION OF AGREEMENT

A.   The Department and/or City shall have the right to terminate this
     Agreement, in whole or in part:

     1.   Under any right to terminate as specified in any section of this
          Agreement.

     2.   Upon the failure of the Contractor to comply with any of the terms and
          conditions of this Agreement.

     3.   Upon the Contractor's becoming insolvent.

     4.   Upon the commencement under the Bankruptcy Act of any proceeding by or
          against the Contractor, either voluntarily or involuntarily.

     5.   Upon the Commissioner's determination, termination is in the best
          interest of the City.

B.   The Department or City shall give the Contractor written notice of any
     termination of this Agreement specifying therein the applicable provisions
     of subsection A of this section and the effective date thereof which shall
     not be less than ten (10) days from the date the notice is received.

C.   The Contractor shall be entitled to apply to the Department to have this
     Agreement terminated by said Department by reason of any failure in the
     performance of this Agreement (including any failure by the Contractor to
     make progress in the prosecution of work hereunder which endangers such
     performance), if such failure arises out of causes beyond the control and
     without the fault or negligence of the Contractor. Such causes may include,
     but are not restricted to: acts of God or of the public enemy; acts of the
     Government in either its sovereign or contractual capacity; fires; floods;
     epidemics; quarantine restrictions; strikes; freight embargoes; or any
     other cause beyond the reasonable control of the Contractor. The
     determination that such failure arises out of causes beyond the control and
     without the fault or negligence of the Contractor shall be made by the
     Department which agrees to exercise reasonable judgment therein. If such a
     determination is made and the Agreement terminated by the Department
     pursuant to such application by the Contractor, such termination shall be
     deemed to be without cause.

D.   Upon termination of this Agreement the Contractor shall comply with the
     Department or City close-out procedures, including but not limited to:

     1.   Accounting for and refund to the Department or City, within thirty
          (30) days, any unexpended funds which have been paid to the Contractor
          pursuant to this agreement.

     2.   Furnishing within thirty (30) days an inventory to the Department or
          City of all equipment, appurtenances and property purchased through or
          provided under this Agreement carrying out any Department or City
          directive concerning the disposition thereof.

     3.   Not incurring or paying any further obligation pursuant to this
          Agreement beyond the termination date. Any obligation necessarily
          incurred by the Contractor on account of this Agreement prior to
          receipt of notice of termination and falling due after such date shall
          be paid by the Department or City in accordance with the terms


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          of this Agreement. In no event shall the word "obligation," as used
          herein, be construed as including any lease agreement, oral or
          written, entered into between the Contractor and its landlord.

     4.   Turn over to the Department or City or its designees all books,
          records, documents and material specifically relating to this
          Agreement.

     5.   Submit, within ninety (90) days, a final statement and report relating
          to this Agreement. The report shall be made by a certified public
          accountant or a licensed public accountant.

E.   In the event the Department or City shall terminate this Agreement, in
     whole or in part, as provided in paragraphs 1, 2, 3, or 4 of subsection A
     of this section, the Department or City may procure, upon such terms and in
     such manner as deemed appropriate, services similar to those so terminated,
     and the Contractor shall continue the performance of this Agreement to the
     extent not terminated hereby.

F.   Not withstanding any other provisions of this contract, the Contractor
     shall not be relieved of liability to the City for damages sustained by the
     City by virtue of Contractor's breach of the contract, and the City may
     withhold payments to the Contractor for the purpose of set-off until such
     time as the exact amount of damages due to the City from the Contractor is
     determined.

G.   The provisions of the Agreement regarding confidentiality of information
     shall remain in full force and effect following any termination.

H.   The rights and remedies of the City provided in this section shall not be
     exclusive and are in addition to all other rights and remedies provided by
     law or under this Agreement.

ARTICLE 6. MISCELLANEOUS

6.1  CONFLICT OF LAWS

     All disputes arising out of this Agreement shall be interpreted and decided
     in accordance with the laws of the State of New York.

6.2  GENERAL RELEASE

     The acceptance by the Contractor or its assignees of the final payment
     under this contract, whether by voucher, judgment of any court of
     competent jurisdiction or any other administrative means, shall constitute
     and operate as a general release to the City from any and all claims of and
     liability to the Contractor arising out of the performance of this
     contract.

6.3  CLAIMS AND ACTIONS THEREON

A.   No action at law or proceeding in equity against the City or Department
     shall lie or be maintained upon any claim based upon this Agreement or
     arising out of this Agreement or in any way connected with this Agreement
     unless the Contractor shall have strictly complied with all requirements
     relating to the giving of notice and of information with respect to such
     claims, all as herein provided.

B.   No action shall lie or be maintained against the City by Contractor upon
     any claims based upon this Agreement unless such action shall be commenced
     within six (6) months after the date of filing in the Office of the
     Comptroller of the City of the certificate for the final payment hereunder,
     or within six (6) months of the termination or conclusion of this
     Agreement, or within six (6) months after the accrual of the Cause of
     Action, whichever first occurs.

C.   In the event any claim is made or any action brought in any way relating to
     the Agreement herein, the Contractor shall diligently render to the
     Department and/or the City of New York without additional compensation any
     and all assistance which the Department and/or the City of New York may
     require of the Contractor.

D.   The Contractor shall report to the Department in writing within three (3)
     working days of the initiation by or against the Contractor of any legal
     action or proceeding in connection with or relating to this Agreement.


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6.4  NO CLAIM AGAINST OFFICERS, AGENTS OR EMPLOYEES

     No claim whatsoever shall be made by the Contractor against any officer,
     agent or employee of the City for, or on account of, anything done or
     omitted in connection with this contract.

6.5  WAIVER

     Waiver by the Department of a breach of any provision of this Agreement
     shall not be deemed to be a waiver of any other or subsequent breach and
     shall not be construed to be a modification of the terms of the Agreement
     unless and until the same shall be agreed to in writing by the Department
     or City as required and attached to the original Agreement.

6.6  NOTICE

     The Contractor and the Department hereby designate the business addresses
     hereinabove specified as the places where all notices, directions or
     communications from one such party to the other party shall be delivered,
     or to which they shall be mailed. Actual delivery of any such notice,
     direction or communication to a party at the aforesaid place, or delivery
     by certified mail shall be conclusive and deemed to be sufficient service
     thereof upon such party as of the date such notice, direction or
     communication is received by the party. Such address may be changed at any
     time by an instrument in writing executed and acknowledged by the party
     making such change and delivered to the other party in the manner as
     specified above. Nothing in this section shall be deemed to serve as a
     waiver of any requirements for the service of notice or process in the
     institution of an action or proceeding as provided by law, including the
     Civil Practice Law and Rules.

6.7  ALL LEGAL PROVISIONS DEEMED INCLUDED

     It is the intent and understanding of the parties to this Agreement that
     each and every provision of law required to be inserted in this Agreement
     shall be and is inserted herein. Furthermore, it is hereby stipulated that
     every such provision is to be deemed to be inserted herein, and if, through
     mistake or otherwise, any such provision is not inserted, or is not
     inserted in correct form, then this Agreement shall forthwith upon the
     application of either party be amended by such insertion so as to comply
     strictly with the law and without prejudice to the rights of either party
     hereunder.

6.8  SEVERABILITY

     If this Agreement contains any unlawful provision not an essential part of
     the Agreement and which shall not appear to have been a controlling or
     material inducement to the making thereof, the same shall be deemed of no
     effect and shall upon notice by either party, be deemed stricken from the
     Agreement without affecting the binding force of the remainder.

6.9  POLITICAL ACTIVITY

     There shall be no partisan political activity or any activity to further
     the election or defeat of any candidate for public, political or party
     office as part of or in connection with this Agreement, nor shall any of
     the funds provided under this Agreement be used for such purposes.

6.10 MODIFICATION

     This Agreement may be modified by the parties in writing in a manner not
     materially affecting the substance hereof. It may not be altered or
     modified orally.

A.   CONTRACT CHANGES

     Changes may be made to this contract only as duly authorized by the Agency
     Chief Contracting Officer of his or her designee. Vendors deviating from
     the requirements of an original purchase order or contract without a duly
     authorized change order document, or written contract modification or
     amendment, do so at their own risk. All such duly authorized changes,
     modifications and amendments will be reflected in a written change order
     and become a part of the original contract. Contract changes will be made
     only for work necessary to complete the work included in the original scope
     of the contract, and for non-material changes to the scope of the contract.
     Changes are not permitted for any material alteration in the scope of the
     work. Changes may include any one or more of the following:

          -    Specification changes to account for design errors or omissions;


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          -    changes in contract amount due to authorized additional or
               omitted work. Any such changes require appropriate price and cost
               analysis to determine reasonableness. In addition, except for
               non-construction requirements contracts, all changes that
               cumulatively exceed the greater of ten percent of the original
               contract amount or $100,000 shall be approved by the City Chief
               Procurement Officer.

          -    Extensions of a contract term for good and sufficient cause for a
               cumulative period not to exceed one year from the date of
               expiration of this current contract. Requirements contracts shall
               be subject to this limitation;

          -    Changes in delivery location;

          -    Changes in shipment method; and

          -    Any other change not inconsistent with Section 4-02 of the P.P.B.
               Rules (ed. 9/00), or any successor Rule.

     The Contractor may be entitled to a price adjustment for extra work
     performed pursuant to a written change order. If any part of the contract
     work is necessarily delayed by a change order, the Contractor may be
     entitled to an extension of time for performance. Adjustments to price
     shall be validated for reasonableness by using appropriate price and cost
     analysis.

6.11 PARAGRAPH HEADINGS

     Paragraph headings are inserted only as a matter of convenience and for
     reference and in no way define, limit or describe the scope or intent of
     this contract and in no way affect this contract.

6.12 NO REMOVAL OF RECORDS FROM PREMISES

     Where performance of this Agreement involves use by the Contractor of
     Departmental papers, files, data or records at Departmental facilities or
     offices, the Contractor shall not remove any such papers, files, data or
     records, therefrom without the prior approval of the Department's
     designated official.

6.13 INSPECTION AT SITE

     The Department shall have the right to have representatives of the
     Department or of the City or of the State or Federal governments present at
     the site of the engagement to observe the work being performed.

6.14 PRICING

A.   The Contractor shall when ever required during the contract, including but
     not limited to the time of bidding, submit cost or pricing data and
     formally certify that, to the best of its knowledge and belief, the cost or
     pricing date submitted was accurate, complete, and current as of a
     specified date. The Contractor shall be required to keep its submission of
     cost and pricing date current until the contract has been completed.

B.   The price of any change order or contract modification subject to the
     conditions of paragraph A, shall be adjusted to exclude any significant
     sums by which the City finds that such price was based on cost or price
     data furnished by the supplier which was inaccurate, incomplete, or not
     current as of the date agreed upon between the parties.

C.   Time for Certification. The Contractor must certify that the cost or
     pricing data submitted are accurate, complete and current as of a mutually
     determined date.

D.   Refusal to Submit Data. When any contractor refuses to submit the required
     data to support a price, the Contracting Officer shall not allow the price.

E.   Certificate of Current Cost or Pricing Data. Form of Certificate. In those
     cases when cost or pricing data is required, certification shall be made
     using a certificate substantially similar to the one contained in Chapter 4
     of the PPB rules and such certification shall be retained in the agency
     contract file.

ARTICLE 7. MERGER

This written Agreement contains all the terms and conditions agreed upon by the
parties hereto, and no other agreement, oral or otherwise, regarding the subject
matter of this Agreement shall be deemed to exist or to bind any of the parties
hereto, or to vary any of the terms contained herein.


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ARTICLE 8. CONDITIONS PRECEDENT

This contract shall neither be binding nor effective unless:

A.   Approved by the Mayor pursuant to the provisions of Executive Order No. 42,
     dated October 9, 1975, in the event the Executive Order requires such
     approval; and

B.   Certified by the Mayor (Mayor's Fiscal Committee created pursuant to
     Executive Order No. 43, dated October 14, 1975) that performance thereof
     will be in accordance with the City's financial plan; and

C.   Approved by the New York State Financial Control Board (Board) pursuant to
     the New York State Financial Emergency Act for the City of New York, as
     amended, (the "Act"), in the event regulations of the Board pursuant to the
     Act require such approval.

D.   It has been authorized by the Mayor and the Comptroller shall have endorsed
     his certificate that there remains unexpended and unapplied a balance of
     the appropriation of funds applicable thereto sufficient to pay the
     estimated expense of carrying out this Agreement. The requirements of this
     section of the contract shall be in addition to, and not in lieu of, any
     approval or authorization otherwise required for this contract to be
     effective and for the expenditure of City funds.

ARTICLE 9. PPB RULES

This contract is subject to the Rules of the Procurement Policy Board of the
City of New York effective August 1, 1990, as amended. In the event of a
conflict between said Rules and a provision of this contract, the Rules shall
take precedence.

ARTICLE 10. STATE LABOR LAW AND CITY ADMINISTRATIVE CODE

     1.   As required by New York State Labor Law Section 220-e:

          a.   That in the hiring of employees for the performance of work under
               this contract or any subcontract hereunder, neither the
               Contractor, Subcontractor, nor any person acting on behalf of
               such Contractor or Subcontractor, shall by reason of race, creed,
               color, sex or national origin discriminate against any citizen of
               the State of New York who is qualified and available to perform
               the work to which the employment relates;

          b.   That neither the Contractor, subcontractor, nor any person on his
               behalf shall, in any manner, discriminate against or intimidate
               any employee hired for the performance of work under this
               contract on account of race, creed, color, sex or national
               origin;

          c.   That there may be deducted from the amount payable to the
               Contractor by the City under this contract a penalty of five
               dollars for each person for each calendar day during which such
               person was discriminated against or intimidated in violation of
               the provisions of this contract; and

          d.   That this contract may be canceled or terminated by the City and
               all monies due or to become due hereunder may be forfeited, for a
               second or any subsequent violation of the terms or conditions of
               this section of the contract.

          e.   The aforesaid provisions of this section covering every contract
               for or on behalf of the State or a municipality for the
               manufacture, sale or distribution of materials, equipment or
               supplies shall be limited to operations performed within the
               territorial limits of the State of New York.

     2.   As required by New York City Administrative Code Section 6-108:

          a.   It shall be unlawful for any person engaged in the construction,
               alteration or repair of buildings or engaged in the construction
               or repair of streets or highways pursuant to a contract with the
               City or engaged in the manufacture, sale or distribution of
               materials, equipment or supplies pursuant to a contract with the
               City to refuse to employ or to refuse to continue in any
               employment any person on account of the race, color or creed of
               such person.

          b.   It shall be unlawful for any person or any servant, agent or
               employee of any person, described in subdivision (a) above, to
               ask, indicate or transmit, orally or in writing, directly or
               indirectly, the race, color, creed or religious affiliation of
               any person employed or seeking employment from such person, firm
               or corporation.

          c.   Disobedience of the foregoing provisions shall be deemed a
               violation of a material provision of this contract.

          d    Any person, or the employee, manager or owner of or officer of
               such firm or corporation who shall violate any of the provisions
               of this section shall, upon conviction thereof, be punished by a
               fine of not more than one hundred dollars or by imprisonment for
               not more than thirty days, or both.


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ARTICLE 11. FORUM PROVISION CHOICE OF LAW, CONSENT TO JURISDICTION AND VENUE

This Contract shall be deemed to be executed in the City of New York, State of
New York, regardless of the domicile of the Contractor, and shall be governed by
and construed in accordance with the laws of the State of New York. The parties
agree that any and all claims asserted by or against the City arising under this
Contract or related thereto shall be heard and determined either in the courts
of the United States located in New York City ("Federal Courts") or in the
courts of the State of New York ("New York State Courts") located in the City
and County of New York. To effect this Agreement and intent, the Contractor
agrees:

          a.   If the City initiates any action against the Contractor in
               Federal Court or in New York State Court, service of process may
               be made on the Contractor either in person, wherever such
               Contractor may be found, or by registered mail addressed to the
               Contractor at its address as set forth in this Contract, or to
               such other address as the Contractor may provide to the City in
               writing; and

          b.   With respect to any action between the City and the Contractor in
               New York State Court, the Contractor hereby expressly waives and
               relinquishes any rights it might otherwise have (I) to move to
               dismiss on grounds of forum non conveniens; (ii) to remove to
               Federal Court; and (iii) to move for a change of venue to a New
               York State Court outside New York County.

          c.   With respect to any action between the City and the Contractor in
               Federal Court located in New York City, the Contractor expressly
               waives and relinquishes any right it might otherwise have to move
               to transfer the action to a United States Court outside the City
               of New York.

          d.   If the Contractor commences any action against the City in a
               court located other than in the City and State of New York, upon
               request of the City, the Contractor shall either consent to a
               transfer of the action to a court of competent jurisdiction
               located in the City and State of New York or, if the court where
               the action is initially brought will not or cannot transfer the
               action, the Contractor shall consent to dismiss such action
               without prejudice and may thereafter reinstitute the action in a
               court of competent jurisdiction in New York City. If any
               provision(s) of this Article is held unenforceable for any
               reason, each and all other provision(s) shall nevertheless remain
               in full force and effect.

ARTICLE 12. EQUAL EMPLOYMENT OPPORTUNITY

This contract is subject to the requirements of Executive Order No. 50 (1980) as
revised ("E.O. 50") and the Rules and Regulations promulgated thereunder. No
contract will be awarded unless and until these requirements have been complied
with in their entirety. By signing this contract, the contractor agrees that it:

     1.   will not engage in any unlawful discrimination against any employee or
          applicant for employment because of race, creed, color, national
          origin, sex age, disability, marital status or sexual orientation with
          respect to all employment decisions including, but not limited to,
          recruitment, hiring, upgrading, demotion, downgrading, transfer,
          training, rates of pay or other forms of compensation, layoff,
          termination, and all other terms and conditions of employment;

     2.   the contractor agrees that when it subcontracts it will not engage in
          any unlawful discrimination in the selection of subcontractors on the
          basis of the owner's race, color, creed, national origin, sex, age,
          disability, marital status or sexual orientation;

     3.   will state in all solicitations or advertisements for employees placed
          by or on behalf of the contractor that all qualified applicants will
          receive consideration for employment without unlawful discrimination
          based on race, creed, color, national origin, sex, age, disability,
          marital status or sexual orientation, or that it is an equal
          employment opportunity employer;

     4.   will send to each labor organization or representative of workers with
          which it has a collective bargaining agreement or other contract or
          memorandum of understanding, written notification of its equal
          employment opportunity commitments under E. O. 50 and the rules and
          regulations promulgated thereunder; and

     5.   will furnish all information and reports including an Employment
          Report before the award of the contract which are required by E. O.
          50, the rules and regulations promulgated thereunder, and orders of
          the Director of the Bureau of Labor Services ("Bureau"), and will
          permit access to its books, records and accounts by the Bureau for the
          purposes of investigation to ascertain compliance with such rules,
          regulations, and orders. The contractor understands that in the event
          of its noncompliance with nondiscrimination clauses of this contract
          or with any of such rules, regulations, or orders, such noncompliance
          shall constitute a material breach of the contract and noncompliance
          with the E. O. 50 and the rules and regulations promulgated
          thereunder. After a hearing held pursuant to the rules of the Bureau,
          the Director may direct the imposition by the contracting agency held
          of any or all of the following sanctions:

               (i)  disapproval of the contractor;


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<PAGE>

               (ii) suspension or termination of the contract;

               (iii) declaring the contractor in default; or

               (iv) in lieu of any of the foregoing sanctions, the Director may
                    impose an employment program. The Director of the Bureau may
                    recommend to the contracting agency head that a Board of
                    Responsibility be convened for purposes of declaring a
                    contractor who has repeatedly failed to comply with E.O. 50
                    and the rule and regulations promulgated thereunder to be
                    nonresponsible. The contractor agrees to include the
                    provisions of the foregoing paragraphs in every subcontract
                    or purchase order in excess of $50,000 to which it becomes a
                    party unless exempted by E.O. 50 and the rules and
                    regulations promulgated thereunder, so that such provisions
                    will be binding upon each subcontractor or vendor. The
                    contractor will take such action with respect to any
                    subcontract or purchase order as may be directed by the
                    Director of the Bureau of Labor Services as a means of
                    enforcing such provisions, including sanctions for
                    noncompliance. The contractor further agrees that it will
                    refrain from entering into any contract or contract
                    modification subject to E.O. 50 and the rules and
                    regulations promulgated thereunder with a subcontractor who
                    is not in compliance with the requirements of E.O. 50 and
                    the rules and regulations promulgated thereunder.

ARTICLE 13. NO DAMAGE FOR DELAY

The Contractor agrees to make no claim for damages for delay in the performance
of this Contract occasioned by any act or omission to act of the City or any of
its representatives, and agrees that any such claim shall be fully compensated
for by an extension of time to complete performance of the work as provided
herein.

ARTICLE 14. CONSULTANT REPORT INFORMATION

A copy of each consultant report submitted by a consultant to any City official
or to any officer, employee, agent or representative of a City department,
agency, commission or body or to any corporation, association or entity whose
expenses are paid in whole or in part from the City treasury shall be furnished
to the Commissioner of the department to which such report was submitted or, if
not a City department, then to the chief controlling officer or officers of such
other office or entity. A copy of such report shall also be furnished to the
Director of the Mayor's Office of Construction for matters related to
construction or to the Director of the Mayor's Office of Operations for all
other matters.

ARTICLE 15. RESOLUTION OF DISPUTES

15.1 All disputes between the City and the Contractor of the kind delineated in
this section that arise under, or by virtue of, this Contract shall be finally
resolved in accordance with the provisions of this section and Section 4-09 of
the Rules of the Procurement Policy Board ("PPB Rules"), and any successor Rule.
The procedure for resolving all disputes of the kind delineated herein shall be
the exclusive means of resolving any such disputes.

          a.   This section shall not apply to disputes concerning matters dealt
               with in other sections of the PPB Rules or to disputes involving
               patents, copyrights, trademarks, or trade secrets (as interpreted
               by the courts of New York State) relating to proprietary rights
               in computer software.

          b.   For construction and construction-related services this section
               shall apply only to disputes about the scope of work delineated
               by the Contract, the interpretation of Contract Documents, the
               amount to be paid for extra work or disputed work performed in
               connection with the Contract, the conformity of the Contractor's
               work to the Contract, and the acceptability and quality of the
               Contractor's work; such disputes arise when the Engineer makes a
               determination with which the Contractor disagrees.

15.2 All determinations required by this section shall be made in writing,
clearly stated, with a reasoned explanation for the determination based on the
information and evidence presented to the party making the determination.
Failure to make such determination within the time period required by this
section shall be deemed a non-determination without prejudice that will allow
appeal to the next level.

15.3 During such time as any dispute is being presented, heard, and considered
pursuant to this section, the contract terms shall remain in full force and
effect and the Contractor shall continue to perform work in accordance with the
Contract and as directed by the Agency Chief Contracting Officer or Engineer.
Failure of the Contractor to continue the work as directed shall constitute a
waiver by the Contractor of any and all claims being presented pursuant to this
section and a material breach of Contract.


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<PAGE>

15.4 Presentation of Dispute to Agency Head.

     (A) Notice of Dispute and Agency Response. The Contractor shall present its
dispute in writing ("Notice of Dispute") to the Agency Head within the time
specified herein or, if no time is specified, within thirty (30) days of
receiving notice of the determination or action that is the subject of the
dispute. This notice requirement shall not be read to replace any other notice
requirements contained in the Contract. The Notice of Dispute shall include all
the facts, evidence, documents, or other basis upon which the Contractor relies
in support of its position, as well as a detailed computation demonstrating how
any amount of money claimed by the Contractor in the dispute was arrived at.
Within thirty (30) days after receipt of the detailed written submission, the
Agency Chief Contracting Officer or, in the case of construction or
construction-related services, the Engineer shall submit to the Agency Head all
materials he or she deems pertinent to the dispute. Following initial
submissions to the Agency Head, either party may demand of the other the
production of any document or other material the demanding party believes may be
relevant to the dispute. The requested party shall produce all relevant
materials that are not otherwise protected by a legal privilege recognized by
the courts of New York State. Any question of relevancy shall be determined by
the Agency Head whose decision shall be final. Wilful failure of the Contractor
to produce any requested material whose relevancy the Contractor has not
disputed, or whose relevancy has been affirmatively determined, shall constitute
a waiver by the Contractor of its claim.

     (B) Agency Head Inquiry. The Agency Head shall examine the material and
may, in his or her discretion, convene an informal conference with the
Contractor and the Agency Chief Contracting Officer and, in the case of
construction or construction-related services, the Engineer to resolve the issue
by mutual consent prior to reaching a determination. The Agency Head may seek
such technical or other expertise as he or she shall deem appropriate, including
the use of neutral mediators, and require any such additional material from
either or both parties as he or she deems fit. The Agency Head's ability to
render, and the effect of, a decision hereunder shall not be impaired by any
negotiations in connection with the dispute presented, whether or not the Agency
Head participated therein. The Agency Head may or, at the request of any party
to the dispute, shall compel the participation of any other contractor with a
contract related to the work of this Contract, and that contractor shall be
bound by the decision of the Agency Head. Any contractor thus brought into the
dispute resolution proceeding shall have the same rights to make presentations
and to seek review as the Contractor initiating the dispute.

     (C) Agency Head Determination. Within thirty (30) days after the receipt of
all materials and information, or such longer time as may be agreed to by the
parties, the Agency Head shall make his or her determination and shall deliver
or send a copy of such determination to the Contractor and Agency Chief
Contracting Officer and, in the case of construction or construction-related
services, the Engineer, together with a statement concerning how the decision
may be appealed.

     (D) Finality of Agency Head Decision. The Agency Head's decision shall be
final and binding on all parties, unless presented to the Contract Dispute
Resolution Board pursuant to this section. The City may not take a petition to
the Contract Dispute Resolution Board. However, should the Contractor take such
a petition, the City may seek, and the Board may render, a determination less
favorable to the Contractor and more favorable to the City than the decision of
the Agency Head.

15.5 Presentation of Dispute to the Comptroller. Before any dispute may be
brought by the Contractor to the Contract Dispute Resolution Board, the
Contractor must first present its claim to the comptroller for his or her
review, investigation, and possible adjustment.

     (A) Time, Form, and Content of Notice. Within thirty (30) days of its
receipt of a decision by the Agency Head, the Contractor shall submit to the
Comptroller and to the Agency Head a Notice of Claim regarding its dispute with
the Agency. The Notice of Claim shall consist of (i) a brief written statement
of the substance of the dispute, the amount of money, if any, claimed and the
reason(s) the Contractor contends the dispute was wrongly decided by the Agency
Head; (ii) a copy of the written decision of the Agency Head, and (iii) a copy
of all materials submitted by the Contractor to the Agency, including the Notice
of Dispute. The Contractor may not present to the Comptroller any material not
presented to the Agency Head, except at~the request of the Comptroller.

     (B) Agency Response. Within thirty (30) days of receipt of the Notice of
Claim, the Agency shall make available to the Comptroller a copy of all material
submitted by the Agency to the Agency Head in connection with the dispute. The
Agency may not present to the Comptroller any material not presented to the
Agency Head except at the request of the Comptroller.


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<PAGE>

     (C) Comptroller Investigation. The Comptroller may investigate the claim in
dispute and, in the course of such investigation, may exercise all powers
provided in sections 7-201 and 7-203 of the New York City Administrative Code.
In addition, the Comptroller may demand of either party, and such party shall
provide, whatever additional material the Comptroller deems pertinent to the
claim, including original business records of the Contractor. Wilful failure of
the Contractor to produce within fifteen (15) days any material requested by the
Comptroller shall constitute a waiver by the Contractor of its claim. The
Comptroller may also schedule an informal conference to be attended by the
Contractor, Agency representatives, and any other personnel desired by the
Comptroller.

     (D) Opportunity of Comptroller to Compromise or Adjust Claim. The
Comptroller shall have forty-five (45) days from his or her receipt of all
materials referred to in 5. (C) to investigate the disputed claim. The period
for investigation and compromise may be further extended by agreement between
the Contractor and the Comptroller, to a maximum of ninety (90) days from the
Comptroller's receipt of all the materials. The Contractor may not present its
petition to the Contract Dispute Resolution Board until the period for
investigation and compromise delineated in this paragraph has expired. In
compromising or adjusting any claim hereunder, the Comptroller may not revise or
disregard the terms of the Contract between the parties.

15.6 Contract Dispute Resolution Board. There shall be a Contract Dispute
Resolution Board composed of:

     A.   the chief administrative law judge of the Office of Administrative
          Trials and Hearings ("OATH") or his/her designated OATH administrative
          law judge, who shall act as chairperson, and may adopt operational
          procedures and issue such orders consistent with this section as may
          be necessary in the execution of the Contract Dispute Resolution
          Board's functions, including, but not limited to, granting extensions
          of time to present or respond to submissions;

     B.   the City Chief Procurement Officer or a designee; or in the case of
          disputes involving construction, the Director of the Office of
          Construction or his/her designee; any designee shall have the
          requisite background to consider and resolve the merits of the dispute
          and shall not have participated personally and substantially in the
          particular matter that is the subject of the dispute or report to
          anyone who so participated, and

     C.   a neutral person with appropriate expertise. This person shall be
          selected by the presiding administrative law judge from a prequalified
          panel of individuals, established and administered by OATH, with
          appropriate background to act as decision-makers in a dispute. Such
          individuals may not have a contract or dispute with the City or be an
          officer or employee of any company or organization that does, or
          regularly represents persons, companies, or organizations having
          disputes with the City.

15.7 Petition to Contract Dispute Resolution Board. In the event the claim has
not been settled or adjusted by the Comptroller within the period provided in
this section, the Contractor, within thirty (30) days thereafter, may petition
the Contract Dispute Resolution Board to review the Agency Head determination.

     (A) Form and Content of Petition by Contractor. The Contractor shall
present its dispute to the Contract Dispute Resolution Board in the form of a
Petition, which shall include (i) a brief written statement of the substance of
the dispute, the amount of money, if any, claimed and the reason(s) the
Contractor contends that the dispute was wrongly decided by the Agency Head;
(ii) a copy of the written decision of the Agency Head; (iii) copies of all
materials submitted by the Contractor to the Agency; (iv) a copy of the written
decision of the Comptroller, if any, and (v) copies of all correspondence with,
or written material submitted by the Contractor to, the Comptroller's Office.
The Contractor shall concurrently submit four complete sets of the Petition: one
to the Corporation Counsel (Attn: Commercial and Real Estate Litigation
Division), and three to the Contract Dispute Resolution Board at OATH's offices
with proof of service on the Corporation Counsel. In addition, the supplier
shall submit a copy of the statement of the substance of the dispute, cited in
(i) above to both the Agency Head and the Comptroller.

     (B) Agency Response. Within thirty (30) days of its receipt of the Petition
by the Corporation Counsel, the Agency shall respond to the brief written
statement of the Contractor and make available to the Board at OATH's offices
and one to the Contractor, all material it submitted to the Agency Head and
Comptroller. Extensions of time for submittal of the agency response shall be
given as necessary upon a showing of good cause or, upon the consent of the
parties, for an initial period of up to thirty (30) days.

     (C) Further Proceedings. The Board shall permit the Contractor to present
its case by


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<PAGE>

the submission of memoranda, briefs, and oral argument. The Board shall also
permit the Agency to present its case in response to the Contractor by the
submission of memoranda, briefs, and oral argument. If requested by the
Corporation Counsel, the Comptroller shall provide reasonable assistance in the
preparation of the Agency's case. Neither the Contractor nor the Agency may
support its case with any documentation or other material that was not
considered by the Comptroller, unless requested by the Board. The Board, at its
discretion, may seek such technical or other expertise as it shall deem
appropriate and may seek, on its own or upon application of a party, any such
additional material from any party as it deems fit. The Board, in its
discretion, may combine more than one dispute between the parties of concurrent
resolution.

     (D) Contract Dispute Resolution Board Determination. Within forty-five (45)
days of the conclusion of all written submissions and oral arguments, the Board
shall render a written decision resolving the dispute. In an unusually complex
case, the Board may render its decision in a longer period of time, not to
exceed ninety (90) days, and shall so advise the parties at the commencement of
this period. The Board's decision must be consistent with the terms of the
Contract. In reaching its decision, the Board shall accord no precedential
significance to prior decisions of the Board involving other non-related
contracts.

     (E) Notification of Contract Dispute Resolution Board Decision. The Board
shall send a copy of its decision to the Contractor, the Agency Chief
Contracting Officer, the Corporation Counsel, the Comptroller, and in the case
of construction or construction-related services, the Engineer. A decision in
favor of the Contractor shall be subject to the prompt payment provisions of the
PPB Rules. The Required Payment Day shall be thirty (30) days after the date the
parties are formally notified of the Board's decision.

     (F) Finality of Contract Dispute Resolution Board Decision. The Board's
decision shall be final and binding on all parties. Any party may seek review of
the Board's decision solely in the form of a challenge, made within four (4)
months of the date of the Board's decision, in a court of competent jurisdiction
of the State of New York, County of New York, pursuant to Article 78 of the
Civil Practice Law and Rules. Such review by the court shall be limited to the
question of whether or not the Board's decision was made in violation of lawful
procedure, was affected by an error of law, or was arbitrary and capricious or
an abuse of discretion. No evidence or information shall be introduced or relied
upon in such proceeding that was not presented to the Board in accordance with
Section 4-09 of the PPB Rules.

15.8 Any termination, cancellation, or alleged breach of the Contract prior to
or during the pendency of any proceedings pursuant to this section shall not
affect or impair the ability of the Agency Head or Contract Dispute Resolution
Board to make a binding and final decision pursuant to this section.

ARTICLE 16. PROMPT PAYMENT

The Prompt Payment provisions set forth in Chapter 4, Section 4-06 of the
Procurement Policy Board Rules in effect at the time for this solicitation will
be applicable to payments made under this contract. The provisions require the
payment to the contractors of interest on payments made after the required
payment date except as set forth in Section 4-06 of the Rules.

The contractor must submit a proper invoice to receive payment, except where the
contract provides that the contractor will be paid at predetermined intervals
without having to submit an invoice for each scheduled payment.

Determinations of interest due will be made in accordance with the provisions of
the Procurement Policy Board Rules and General Municipal Law Section 3-a.


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<PAGE>

                                  APPENDIX R 2

             GENERAL PROVISIONS GOVERNING CONTRACTS FOR CONSULTANTS,
           PROFESSIONAL AND TECHNICAL SERVICES (For-Profit Entities)

<TABLE>
<CAPTION>
CONTENTS                                                                    PAGE
--------                                                                    ----
<S>         <C>                                                             <C>
ARTICLE 1.  DEFINITIONS                                                       1
ARTICLE 2.  REPRESENTATIONS AND WARRANTIES                                    1
ARTICLE 3.  AUDIT BY THE DEPARTMENT AND CITY                                  2
ARTICLE 4.  COVENANTS OF THE CONTRACTOR                                       3
ARTICLE 5.  TERMINATION                                                      10
ARTICLE 6.  MISCELLANEOUS                                                    12
ARTICLE 7.  MERGER                                                           15
ARTICLE 8.  CONDITIONS PRECEDENT                                             15
ARTICLE 9.  PPB RULES                                                        15
ARTICLE 10. STATE LABOR LAW AND CITY ADMINISTRATIVE CODE                     15
ARTICLE 11. FORUM PROVISION                                                  16
ARTICLE 12. EQUAL EMPLOYMENT OPPORTUNITY                                     17
ARTICLE 13. NO DAMAGE FOR DELAY                                              18
ARTICLE 14. CONSULTANT REPORT INFORMATION                                    18
ARTICLE 15. RESOLUTION OF DISPUTES                                           18
ARTICLE 16. PROMPT PAYMENT                                                   22
ARTICLE 17. MACBRIDE PRINCIPLES                                              22
</TABLE>

ARTICLE 1. DEFINITIONS

     As used throughout this Agreement, the following terms shall have the
meaning set forth below:

     a.   "CITY" shall mean the City of New York, its departments and political
          subdivisions.

     b.   "COMPTROLLER" shall mean the Comptroller of the City of New York.

     c.   "DEPARTMENT" or "Agency" shall mean the DEPARTMENT OF HEALTH AND
          MENTAL HYGIENE.

     d.   "COMMISSIONER" or "ADMINISTRATOR" shall mean the COMMISSIONER OF
          HEALTH AND MENTAL HYGIENE or his duly authorized representative. The
          term "duly authorized representative" shall include any person or
          persons acting within the limits of his or her authority.

     e.   "LAW" or "LAWS" shall include but not be limited to the New York City
          Charter, the New York City Administrative Code, a local law of the
          City of New York, and any ordinance, rule or regulation having the
          force of law.

     f.   "CONTRACTOR" or "CONSULTANT" shall mean CarePlus, L.L.C.

ARTICLE 2. REPRESENTATIONS AND WARRANTIES

2.1  PROCUREMENT OF AGREEMENT

A.   The Contractor represents and warrants that no person or selling agency has
     been employed or retained to solicit or secure this Agreement upon an
     agreement or understanding for a commission, percentage, brokerage fee,
     contingent fee or any other compensation. The Contractor further represents
     and warrants that no payment, gift or thing of value has been made, given
     or promised to obtain this or any other agreement between the parties. The
     Contractor makes such representations and warranties to induce the City to
     enter


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     into this Agreement and the City relies upon such representations and
     warranties in the execution hereof.

?    For a breach or violation of such representations or warranties, the
     Administrator shall have the right to annul this Agreement without
     liability, entitling the City to recover all monies paid hereunder and the
     Contractor shall not make claim for, or be entitled to recover, any sum or
     sums due under this Agreement. This remedy, if effected, shall not
     constitute the sole remedy afforded the City for the falsity or breach, nor
     shall it constitute a waiver of the City's right to claim damages or refuse
     payment or to take any other action provided for by law or pursuant to this
     Agreement.

2.2  CONFLICT OF INTEREST

     The Contractor represents and warrants that neither it nor any of its
     directors, officers, members, partners or employees, has any interest nor
     shall they acquire any interest, directly or indirectly, which would or may
     conflict in any manner or degree with the performance or rendering of the
     services herein provided. The Contractor further represents and warrants
     that in the performance of this Agreement no person having such interest or
     possible interest shall be employed by it. No elected official or other
     officer or employee of the City or Department, nor any person whose salary
     is payable, in whole or in part, from the City Treasury, shall participate
     in any decision relating to this Agreement which affects his or her
     personal interest or the interest of any corporation, partnership or
     association in which he or she is, directly or indirectly, interested; nor
     shall any such person have any interest, direct or indirect, in this
     Agreement or in the proceeds thereof.

2.3  FAIR PRACTICES

     The Contractor and each person signing on behalf of any contractor
     represents and warrants and certifies, under penalty of perjury, that to
     the best of its knowledge and belief:

     A.   The prices in this contract have been arrived at independently without
          collusion, consultation, communication, or agreement, for the purpose
          of restricting competition, as to any matter relating to such prices
          with any other bidder or with any competitor;

     B.   Unless otherwise required by law, the prices which have been quoted in
          this contract and on the proposal submitted by the Contractor have not
          been knowingly disclosed by the Contractor prior to the proposal
          opening, directly or indirectly, to any other bidder or to any
          competitor; and

     C.   No attempt has been made or will be made by the Contractor to induce
          any other person, partnership or corporation to submit or not to
          submit a proposal for the purpose of restricting competition.

     The fact that the Contractor (a) has published price lists, rates, or
     tariffs covering items being procured, (b) has informed prospective
     customers of proposed or pending publication of new or revised price lists
     for such items, or (c) has sold the same items to other customers at the
     same prices being bid, does not constitute, without more, a disclosure
     within the meaning of the above.

ARTICLE 3. AUDIT BY THE DEPARTMENT AND CITY

3.1  All vouchers or invoices presented for payment to be made hereunder, and
     the books, records and accounts upon which said vouchers or invoices are
     based are subject to audit by the Department and by the Comptroller of the
     City of New York pursuant to the powers and responsibilities as conferred
     upon said Department and said Comptroller by the New York City Charter and
     Administrative Code of the City of New York, as well as all orders and
     regulations promulgated pursuant thereto.

3.2  The Contractor shall submit any and all documentation and justification in
     support of expenditures or fees under this


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     Agreement as may be required by said Department and said Comptroller so
     that they may evaluate the reasonableness of the charges and shall make its
     records available to the Department and to the Comptroller as they consider
     necessary.

3.3  All books, vouchers, records, reports, canceled checks and any and all
     similar material may be subject to periodic inspection, review and audit by
     the State of New York, Federal Government and other persons duly authorized
     by the City. Such audit may include examination and review of the source
     and application of all funds whether from the City, any State, the Federal
     Government, private sources or otherwise.

3.4  The contractor shall not be entitled to final payment under the Agreement
     until all requirements have been satisfactorily met.

ARTICLE 4. COVENANTS OF THE CONTRACTOR

?.1   EMPLOYEES

?    All experts or consultants or employees of the Contractor who are employed
     by the Contractor to perform work under this contract are neither employees
     of the City nor under contract to the City and the Contractor alone is
     responsible for their work, direction, compensation and personal conduct
     while engaged under this Agreement. Nothing in this contract shall impose
     any liability or duty on the City for the acts, omissions, liabilities or
     obligations of the Contractor any person, firm company, agency,
     association, expert, consultant, independent contractor, specialist,
     trainee, employee, servant, or agent, or for taxes of any nature including
     but not limited to unemployment insurance, workmen's compensation,
     disability benefits and social security, or, except as specifically stated
     in this contract, to any person, firm or corporation.

?.   The Contractor shall be solely responsible for all physical injuries or
     death to its agents, servants, or employees or to any other person or
     damage to any property sustained during its operations and work on the
     project under this agreement resulting from any act of omission or
     commission or error in judgment of any of its officers, trustees,
     employees, agents, servants, or independent contractors, and shall hold
     harmless and indemnify the City from liability upon any and all claims for
     damages on account of such injuries or death to any such person or damages
     to property on account of any neglect, fault or default of the Contractor,
     its officers, trustees, employees, agents, servants, or independent
     contractors. The Contractor shall be solely responsible for the safety and
     protection of all of its employees whether due to the negligence, fault or
     default of the Contractor or not.

C.   Workmen's Compensation and Disability Benefits

     If this Agreement be of such a character that the employees engaged thereon
     are required to be insured by the provision of Chapter 615 of the Laws of
     1922, known as the "Workmen's Compensation Law" and acts amendatory
     thereto, the Agreement shall be void and of no effect unless the Contractor
     shall secure compensation for the benefit of, and keep insured during the
     life of this Agreement such employees in compliance with the provisions of
     said law, inclusive of Disability Benefits,; and, shall furnish the
     Department with two (2) certificates of these insurance coverages.

D.   Unemployment Insurance

     Unemployment Insurance coverage shall be obtained and provided by the
     Contractor for its employees.

E.   Minimum Wage

     Except for those employees whose minimum wage is required to be fixed
     pursuant to Section 220 of the Labor Law of the State of New York, all
     persons employed by the Contractor in the performance of this Agreement
     shall be paid, without subsequent deduction or rebate, unless expressly
     authorized by law, not less than the minimum wage as prescribed by law. Any
     breach or violation of the foregoing shall be deemed a breach or violation
     of a material provision of this Agreement.


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?.2  INDEPENDENT CONTRACTOR STATUS

     The Contractor and the Department agree that the Contractor is an
     independent contractor, and not an employee of the Department or the City
     of New York, and that in accordance with such status as independent
     contractor, the Contractor covenants and agrees that neither it nor its
     employees or agents will hold themselves out as, nor claim to be, officers
     or employees of the City of New York, or of any department, agency or unit
     thereof, by reason hereof, and that they will not, by reason hereof, make
     any claim, demand or application to or for any right or privilege
     applicable to an officer or employee of the City of New York, including,
     but not limited to, Workmen's Compensation coverage, Unemployment Insurance
     Benefits, Social Security coverage or employee retirement membership or
     credit.

?.3  INSURANCE

?.   Insurance Requirements for Contractors

     Contractors shall procure and maintain for the duration of the contract
     insurance against claims for injuries to persons or damages to property
     which may arise from or in connection with the performance of the work
     hereunder by the Contractor, his agents, representatives, employees or
     subcontractors. All required insurance policies shall be maintained with
     companies that may lawfully issue the required policy and have an A.M. Best
     rating of at least A-7 or a Standard and Poor's rating of at least AA,
     unless prior written approval is obtained from the Mayor's Office of
     Operations. The cost of such insurance shall be included in the
     Contractor's bid.

     a.   Minimum Scope of Insurance

          Coverage shall be at least as broad as:

     1.   Insurance Services Office form number GL 0002 (1/73) covering
          Comprehensive General Liability and Insurance Services Office form
          number GL 0404 covering Broad Form Commercial General Liability
          Insurance General Liability; or Insurance Services Office Commercial
          General Liability coverage ("occurrence" form CG 0001).(ED 11/85).

     2.   Insurance Services Office form number CA 0001 (Ed. 1/78) covering
          Automobile Liability, code 1 "any auto" and endorsements CA 2232 and
          CA 0112.

     3.   Workers' Compensation insurance as required by Labor Code of the State
          of New York and Employers Liability insurance.

     b.   Minimum Limits of Insurance

          Contractor shall maintain limits no less than:

     1.   Comprehensive General Liability: $1,000,000.00 combined single limit
          per accident for bodily injury and property damage.

     2.   Professional liability: 1 Million Dollars per occurrence; Three
          Million Dollars Aggregate.

     3.   Workers' Compensation and Employers Liability: Workers' Compensation
          limits as required by the Labor Code of the State of New York
          Employers Liability limits of $1,000,000.00 per accident. Pursuant to
          Section 57 of the NYS Workers' Compensation Law, the vendor has
          submitted proof of workers' compensation and disability benefits
          coverage to the agency.

     c.   Deductibles and Self-Insured Retentions

          Any deductibles and self-insured retentions must be declared to and
          approved by the Agency. At the option of the Agency, either: the
          insurer shall reduce or eliminate such deductibles or self-insured
          retentions as respects the Agency, its officers, officials and
          employees; or the Contractor shall procure a bond guaranteeing payment
          of losses and related investigations, claim administration and defense
          expenses.

     1.   General Liability and Automobile Liability Coverages


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a.   The City, its officers, officials and employees are to be covered as
     insured as respects: liability arising out of activities performed by or on
     behalf of the Contractor; products and completed operations of the
     Contractor; premises owned, leases or used by the Contractor; or
     automobiles owned, leased, hired or borrowed by the Contractor. The
     coverage shall contain no special limitations on the scope of protection
     afforded to the City, its officers, officials and employees.

b.   The Contractor's insurance coverage shall be primary insurance as respect
     the City, its officers, officials, and employees. Any other insurance or
     self-insurance maintained by the Agency, its officers, officials and
     employees shall be excess of and not contribute with the Contractor's
     insurance.

c.   Any failure to comply with reporting provisions of the policies shall not
     affect coverage provided to the Agency, its officers, officials, and
     employees.

d.   The Contractor's insurance shall apply separately to each insured against
     whom claim is made or suit is brought, except with respect to the limits of
     the insurers liability.

2.   Workers Compensation and Employers Liability Coverage

     The insurer shall agree to waive all rights of subrogation against the
     Agency, its officers, officials, and employees for losses/rising from work
     performed by the Contractor for Agency.

3.   All Coverages

     Each insurance policy required by this clause shall be endorsed to state
     that coverage shall not be suspended, voided, cancelled by either party,
     reduced in coverage or in limits except after sixty (60) days prior written
     notice by certified mail, return receipt requested, has been given to the
     City.

d.   Acceptability of Insurers

     Insurance is to be placed with insurers with a Best's rating of no less
     than A.M. Best rating of at least A-7 or a Standard and Poor's rating of at
     least AA, unless prior written approval is obtained from the Mayor's Office
     of Operations.

e.   Verification of Coverage

     Contractor shall furnish the City with Certificates of Insurance effecting
     coverage required by this clause. The Certificates for each insurance
     policy are to be signed by a person authorized by that insurer to bind
     coverage on its behalf. The Certificates are to be on forms provided by the
     Agency and are to be received and approved by the Agency before work
     commences. The Agency reserves the right to obtain complete, certified
     copies of all required insurance policies, at any time.

f.   Subcontractors

     Contractor shall include all subcontractors as insured under its policies
     or shall furnish separate Certificates for each subcontractor. All
     coverages for subcontractors shall be subject to all of the requirements
     stated herein.


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?.?  In the event that any claim is made or any action is brought against the
     City arising out of negligent or careless acts of an employee of the
     Contractor, either within or without the scope of his employment, or
     arising out of Contractor's negligent performance of this Agreement, then
     the City shall have the right to withhold further payments hereunder for
     the purpose of set-off in sufficient sums to cover the said claim or
     action. The rights and remedies of the City provided for in this clause
     shall not be exclusive and are in addition to any other rights and remedies
     provided by law or this Agreement.

4.4  PROTECTION OF CITY PROPERTY

     A.   The Contractor assumes the risk of, and shall be responsible for, any
          loss or damage to City property, including property and equipment
          leased by the City, used in the performance of this Agreement; and
          caused, either directly or indirectly by the acts, conduct, omissions
          or lack of good faith of the Contractor, its officers, managerial
          personnel and employees, or any person, firm, company, agent or others
          engaged by the Contractor as expert, consultant, specialist or
          subcontractor hereunder.

     B.   In the event that any such City property is lost or damaged, except
          for normal wear and tear, then the City shall have the right to
          withhold further payments hereunder for the purpose of set-off, in
          sufficient sums to cover such loss or damage.

     C.   The Contractor agrees to indemnify the City and hold it harmless from
          any and all liability or claim for damages due to any such loss or
          damage to any such City property described in subsection A above.

     D.   The rights and remedies of the City provided herein shall not be
          exclusive and are in addition to any other rights and remedies
          provided by law or by this Agreement.

?.5  CONFIDENTIALITY

     All of the reports, information or data, furnished to or prepared,
     assembled or used by the Contractor under this Agreement are to be held
     confidential, and prior to publication, the Contractor agrees that the same
     shall not be made available to any individual or organization without the
     prior written approval of the Department.

4.6  BOOKS AND RECORDS

     The Contractor agrees to maintain separate and accurate books, records,
     documents and other evidence and accounting procedures and practices which
     sufficiently and properly reflect all direct and indirect costs of any
     nature expended in the performance of this Agreement.

4.7  RETENTION OF RECORDS

     The Contractor agrees to retain all books, records, and other documents
     relevant to this Agreement for six years after the final payment or
     termination of this Agreement, whichever is later. City, State and Federal
     auditors and any other persons duly authorized by the Department shall have
     full access to and the right to examine any of said materials during said
     period.

4.8  COMPLIANCE WITH LAW

     Contractor shall render all services under this Agreement in accordance
     with the applicable provisions of federal, state and local laws, rules and
     regulations as are in effect at the time such services are rendered.

4.9  INVESTIGATION CLAUSE

1.   The parties to this agreement agree to cooperate fully and faithfully with
     any investigation, audit or inquiry conducted by a State of New York
     (State) or City of New York (City) governmental agency or authority that is
     empowered directly or by designation to compel the attendance of witnesses
     and to examine witnesses under oath, or conducted by the Inspector General
     of a governmental agency that is a party in interest to the transaction,
     submitted bid, submitted proposal, contract, lease, permit, or license that
     is the subject of the investigation, audit or inquiry.

2.


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?a)  If any person who has been advised that his or her statement, and any
     information from such statement, will not be used against him or her in any
     subsequent criminal proceeding refuses to testify before a grand jury or
     other governmental agency or authority empowered directly or by designation
     to compel the attendance of witnesses and to examine witnesses under oath
     concerning the award of or performance under any transaction, agreement,
     lease, permit, contract, or license entered into with the City, the State,
     or any political subdivision or public authority thereof, or the Port
     Authority of New York and New Jersey, or any local development corporation
     within the City, or any public benefit corporation organized under the laws
     of the State of New York, or;

?b)  If any person refuses to testify for a reason other than the assertion of
     his or her privilege against self-incrimination in an investigation, audit
     or inquiry conducted by a City or State governmental agency or authority
     empowered directly or by designation to compel the attendance of witnesses
     and to take testimony under oath, or by the Inspector General of the
     governmental agency that is a party in interest in, and is seeking
     testimony concerning the award of, or performance under, any transaction,
     agreement, lease, permit, contract, or license entered into with the City,
     the State, or any political subdivision thereof or any local development
     corporation within the City, then;

?a)  The commissioner or agency head whose agency is a party in interest to the
     transaction, submitted bid, submitted proposal, contract, lease, permit, or
     license shall convene a hearing, upon not less than five (5) days written
     notice to the parties involved, to determine if any penalties should attach
     for the failure of a person to testify.

?3.

(b)  If any non-governmental party to the hearing requests an adjournment, the
     commissioner or agency head who convened the hearing may, upon granting the
     adjournment, suspend any contract, lease, permit, or license pending the
     final determination pursuant to paragraph 5 below without the City
     incurring any penalty or damages for delay or otherwise.

4.   The penalties which may attach after a final determination by the
     commissioner or agency head may include but shall not exceed:

(a)  The disqualification for a period not to exceed five (5) years from the
     date of an adverse determination for any person, or any entity of which
     such person was a member at the time the testimony was sought, from
     submitting bids for, or transacting business with, or entering into or
     obtaining any contract, lease, permit or license with or from the City;
     and/or

(b)  The cancellation or termination of any and all such existing City
     contracts, leases, permits or licenses that the refusal to testify concerns
     and that have not been assigned as permitted under this agreement, nor the
     proceeds of which pledged, to an unaffiliated and unrelated institutional
     lender for fair value prior to the issuance of the notice scheduling the
     hearing, without the City incurring any penalty or damages on account of
     such cancellation or termination; monies lawfully due for goods delivered,
     work done, rentals, or fees accrued prior to the cancellation or
     termination shall be paid by the City.

5.   The commissioner or agency head shall consider and address in reaching his
     or her determination and in assessing an appropriate penalty the factors in
     paragraphs (a) and (b) below. He or she may also consider, if relevant and
     appropriate, the criteria established in paragraphs (c) and (d) below in
     addition to any other information which may be relevant and appropriate:


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(a)  The party's good faith endeavors or lack thereof to cooperate fully and
     faithfully with any governmental investigation or audit, including but not
     limited to the discipline, discharge, or disassociation of any person
     failing to testify, the production of accurate and complete books and
     records, and the forthcoming testimony of all other members, agents,
     assignees or fiduciaries whose testimony is sought.

(b)  The relationship of the person who refused to testify to any entity that is
     a party to the hearing, including, but not limited to, whether the person
     whose testimony is sought has an ownership interest in the entity and/or
     the degree of authority and responsibility the person has within the
     entity.

(c)  The nexus of the testimony sought to the subject entity and its contracts,
     leases, permits or licenses with the City.

(d)  The effect a penalty may have on an unaffiliated and unrelated party or
     entity that has a significant interest in an entity subject to penalties
     under 4 above, provided that the party or entity has given actual notice to
     the commissioner or agency head upon the acquisition of the interest, or at
     the hearing called for in 3(a) above gives notice and proves that such
     interest was previously acquired. Under either circumstance the party or
     entity must present evidence at the hearing demonstrating the potential
     adverse impact a penalty will have on such person or entity.

(a)  The term "license" or "permit" as used herein shall be defined as a
     license, permit, franchise or concession not granted as a matter of right.

(b)  The term "person" as used herein shall be defined as any natural person
     doing business alone or associated with another person or entity as a
     partner, director, officer, principal or employee.

(c)  The term "entity" as used herein shall be defined as any firm, partnership,
     corporation, association, or person that receives monies, benefits,
     licenses, leases, or permits from or through the City or otherwise
     transacts business with the City.

(d)  The term "member" as used herein shall be defined as any person associated
     with another person or entity as a partner, director, officer, principal or
     employee.

7.   In addition to and notwithstanding any other provision of this agreement
     the Commissioner or agency head may in his or her sole discretion terminate
     this agreement upon not less than three (3) days written notice in the
     event contractor fails to promptly report in writing to the Commissioner of
     Investigation of the City of New York any solicitation of money, goods,
     requests for future employment or other benefit or thing of value, by or on
     behalf of any employee of the City or other person, firm, corporation or
     entity for any purpose which may be related to the procurement or obtaining
     of this agreement by the contractor, or affecting the performance of this
     contract.

4.10 ASSIGNMENT

A.   The Contractor shall not assign, transfer, convey or otherwise dispose of
     this Agreement or of Contractor's rights, obligations, duties, in whole or
     in part, or of its right to execute it, or its right, title or interest in
     it or any part thereof, or assign, by power of attorney or otherwise, any
     of the notices due or to become due under this contract, unless the prior
     written consent of the Administrator shall be obtained. Any such
     assignment, transfer, conveyance or other disposition without such consent
     shall be void.

B.   Failure of the Contractor to obtain any required consent to any assignment,
     shall be cause for termination for cause, at the option of the
     Administrator; and if so terminated, the City shall thereupon be relieved
     and discharged from any further liability and obligation to the Contractor,
     its assignees or transferees, and all monies that may become due under the
     contract shall be forfeited to the City


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     except so much thereof as may be necessary to pay the Contractor's
     employees.

C.   The provisions of this clause shall not hinder, prevent, or affect an
     assignment by the Contractor for the benefit of its creditors made pursuant
     to the laws of the State of New York.

D.   This Agreement may be assigned by the City to any corporation, agency or
     instrumentality having authority to accept such assignment.

4.11 SUBCONTRACTING

A.   The Contractor agrees not to enter into any subcontracts for the
     performance of its obligations, in whole or in part, under this Agreement
     without the prior written approval of the Department. Two copies of each
     such proposed subcontract shall be submitted to the Department with the
     Contractor's written request for approval. All such subcontracts shall
     contain provisions specifying:

1.   that the work performed by the subcontractor must be in accordance with the
     terms of the Agreement between the Department and the Contractor,

2.   that nothing contained in such agreement shall impair the rights of the
     Department,

3.   that nothing contained herein, or under the Agreement between the
     Department and the Contractor, shall create any contractual relation
     between the subcontractor and the Department, and

4.   that the subcontractor specifically agrees to be bound by the
     confidentiality provision set forth in this Agreement between the
     Department and the Contractor.

B.   The Contractor agrees that it is fully responsible to the Department for
     the acts and omissions of the subcontractors and of persons either directly
     or indirectly employed by them as it is for the acts and omissions of
     persons directly employed by it.

C.   The aforesaid approval is required in all cases other than individual
     employer-employee contracts.

D.   The Contractor shall not in any way be relieved of any responsibility under
     this Contract by any subcontract.

4.12 PUBLICITY

A.   The prior written approval of the Department is required before the
     Contractor or any of its employees, servants, agents, or independent
     contractors may, at any time, either during or after completion or
     termination of this Agreement, make any statement to the press or issue any
     material for publication through any media of communication bearing on the
     work performed or data collected under this Agreement.

B.   If the Contractor publishes a work dealing with any aspect of performance
     under this Agreement, or of the results and accomplishments attained in
     such performance, the Department shall have a royalty free, non-exclusive
     and irrevocable license to reproduce, publish or otherwise use and to
     authorize others to use the publication.

4.13 PARTICIPATION IN AN INTERNATIONAL BOYCOTT

A.   The Contractor agrees that neither the Contractor nor any
     substantially-owned affiliated company is participating or shall
     participate in an international boycott in violation of the provisions of
     the Export Administration Act of 1979, as amended, or the regulations of
     the United States Department of Commerce promulgated thereunder.

B.   Upon the final determination by the Commerce Department or any other agency
     of the United States as to, or conviction of the Contractor or a


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     substantially-owned affiliated company thereof, participation in an
     international boycott in violation of the provisions of the Export
     Administration Act of ?79, as amended, or the regulations promulgated
     hereunder, the Comptroller may, at his option, render forfeit and void
     this contract.

C.   The Contractor shall comply in all respects, with the provisions of Section
     6-114 of the Administrative Code of the City of New York and the rules and
     regulations issued by the Comptroller thereunder.

4.14 INVENTIONS, PATENTS AND COPYRIGHTS

A.   Any discovery or invention arising out of or developed in the course of
     performance of this Agreement shall be promptly and fully reported to the
     Department, and if this work is supported by a federal grant of funds,
     shall be promptly and fully reported to the Federal Government for
     determination as to whether patent protection on such invention shall be
     sought and how the rights in the invention or discovery, including rights
     under any patent issued thereon, shall be disposed of and administered in
     order to protect the public interest.

B.   No report, document or other data produced in whole or in part with
     contract funds shall be copyrighted by the Contractor nor shall any notice
     of copyright be registered by the Contractor in connection with any report,
     document or other data developed for the contract.

C.   In no case shall subsections A and B of this section apply to, or prevent
     the Contractor from asserting or protecting its rights in any report,
     document or other data, or any invention which existed prior to or was
     developed or discovered independently from the activities directly related
     to this Agreement

4.15 INFRINGEMENTS

     The Contractor shall be liable to the Department and hereby agrees to
     indemnify and hold the Department harmless for any damage or loss or
     expense sustained by the Department from any infringement by the Contractor
     of any copyright, trademark or patent rights of design, systems, drawings,
     graphs, charts, specifications or printed matter furnished or used by the
     Contractor in the performance of this Agreement.

4.16 ANTI-TRUST

     The Contractor hereby assigns, sells, and transfers to the City all right,
     title and interest in and to any claims and causes of action arising under
     the anti-trust laws of the State of New York or of the United States
     relating to the particular goods or services purchased or procured by the
     City under this Agreement.

ARTICLE 5. TERMINATION

5.1  TERMINATION OF AGREEMENT

A.   The Department and/or City shall have the right to terminate this
     Agreement, in whole or in part:

1.   Under any right to terminate as specified in any section of this Agreement.

2.   Upon the failure of the Contractor to comply with any of the terms and
     conditions of this Agreement.

3.   Upon the Contractor's becoming insolvent.

4.   Upon the commencement under the Bankruptcy Act of any proceeding by or
     against the Contractor, either voluntarily or involuntarily.

5.   Upon the Commissioner's determination, termination is in the best interest
     of the City.

B.   The Department or City shall give the Contractor written notice of any
     termination of this Agreement specifying therein the applicable provisions
     of subsection A of this section and the effective date thereof which shall
     not be


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     less than ten (10) days from the date the notice is received.

C.   The Contractor shall be entitled to apply to the Department to have this
     Agreement terminated by said Department by reason of any failure in the
     performance of this Agreement (including any failure by the Contractor to
     make progress in the prosecution of work hereunder which endangers such
     performance), if such failure arises out of causes beyond the control and
     without the fault or negligence of the Contractor. Such causes may include,
     but are not restricted to: acts of God or of the public enemy; acts of the
     Government in either its sovereign or contractual capacity; fires; floods;
     epidemics; quarantine restrictions; strikes; freight embargoes; or any
     other cause beyond the reasonable control of the Contractor. The
     determination that such failure arises out of causes beyond the control and
     without the fault or negligence of the Contractor shall be made by the
     Department which agrees to exercise reasonable judgment therein. If such a
     determination is made and the Agreement terminated by the Department
     pursuant to such application by the Contractor, such termination shall be
     deemed to be without cause.

D.   Upon termination of this Agreement the Contractor shall comply with the
     Department or City close-out procedures, including but not limited to:

1.   Accounting for and refund to the Department or City, within thirty (30)
     days, any unexpended funds which have been paid to the Contractor pursuant
     to this agreement.

2.   Furnishing within thirty (30) days an inventory to the Department or City
     of all equipment, appurtenances and property purchased through or provided
     under this Agreement carrying out any Department or City directive
     concerning the disposition thereof.

3.   Not incurring or paying any further obligation pursuant to this Agreement
     beyond the termination date. Any obligation necessarily incurred by the
     Contractor on account of this Agreement prior to receipt of notice of
     termination and falling due after such date shall be paid by the Department
     or City in accordance with the terms of this Agreement. In no event shall
     the word "obligation," as used herein, be construed as including any lease
     agreement, oral or written, entered into between the Contractor and its
     landlord.

4.   Turn over to the Department or City or its designees all books, records,
     documents and material specifically relating to this Agreement.

5.   Submit, within ninety (90) days, a final statement and report relating to
     this Agreement. The report shall be made by a certified public accountant
     or a licensed public accountant.

E.   In the event the Department or City shall terminate this Agreement, in
     whole or in part, as provided in paragraphs 1, 2, 3, or 4 of subsection A
     of this section, the Department or City may procure, upon such terms and in
     such manner as deemed appropriate, services similar to those so terminated,
     and the Contractor shall continue the performance of this Agreement to the
     extent not terminated hereby.

F.   Not withstanding any other provisions of this contract, the Contractor
     shall not be relieved of liability to the City for damages sustained by the
     City by virtue of Contractor's breach of the contract, and the City may
     withhold payments to the Contractor for the purpose of set-off until


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     ?uch time as the exact amount of damages due to the ?ity from the
     Contractor is determined.

     G.   The provisions of the Agreement regarding confidentiality of
          information shall remain in full force and effect following any
          termination.

     H.   The rights and remedies of the City provided in this section shall not
          be exclusive and are in addition to all other rights and remedies
          provided by law or under this Agreement.

ARTICLE 6. MISCELLANEOUS

?.1  CONFLICT OF LAWS

     All disputes arising out of this Agreement shall be interpreted and decided
     in accordance with the laws of the State of New York.

?.2  GENERAL RELEASE

     The acceptance by the Contractor or its assignees of the final payment
     under this contract, whether by voucher, judgment of any court of competent
     jurisdiction or any other administrative means, shall constitute and
     operate as a general release to the City from any and all claims of and
     liability to the Contractor arising out of the performance of this
     contract.

?.3  CLAIMS AND ACTIONS THEREON

     A.   No action at law or proceeding in equity against the City or
          Department shall lie or be maintained upon any claim based upon this
          Agreement or arising out of this Agreement or in any way connected
          with this Agreement unless the Contractor shall have strictly complied
          with all requirements relating to the giving of notice and of
          information with respect to such claims, all as herein provided.

     B.   No action shall lie or be maintained against the City by Contractor
          upon any claims based upon this Agreement unless such action shall be
          commenced within six (6) months after the date of filing in the Office
          of the Comptroller of the City of the certificate for the final
          payment hereunder, or within six (6) months of the termination or
          conclusion of this Agreement, or within six (6) months after the
          accrual of the Cause of Action, whichever first occurs.

     C.   In the event any claim is made or any action brought in any way
          relating to the Agreement herein, the Contractor shall diligently
          render to the Department and/or the City of New York without
          additional compensation any and all assistance which the Department
          and/or the City of New York may require of the Contractor.

     D.   The Contractor shall report to the Department in writing within three
          (3) working days of the initiation by or against the Contractor of any
          legal action or proceeding in connection with or relating to this
          Agreement.

6.4  NO CLAIM AGAINST OFFICERS, AGENTS OR EMPLOYEES

     No claim whatsoever shall be made by the Contractor against any officer,
     agent or employee of the City for, or on account of, anything done or
     omitted in connection with this contract.

6.5  WAIVER

     Waiver by the Department of a breach of any provision of this Agreement
     shall not be deemed to be a waiver of any other or subsequent breach and
     shall not be construed to be a modification of the terms of the Agreement
     unless and until the same shall be agreed to in writing by the Department
     or City as required and attached to the original Agreement.

6.6  NOTICE

     The Contractor and the Department hereby designate the business addresses
     hereinabove specified as the places where all notices, directions or
     communications from one such party to the other party shall be delivered,
     or to which they shall be mailed. Actual delivery of any such notice,
     direction or communication to a party at the


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     aforesaid place, or delivery by certified mail shall be conclusive and
     deemed to be sufficient service thereof upon such party as of the date such
     notice, direction or communication is received by the party. Such address
     may be changed at any time by an instrument in writing executed and
     acknowledged by the party making such change and delivered to the other
     party in the manner as specified above. Nothing in this section shall be
     deemed to serve as a waiver of any requirements for the service of notice
     or process in the institution of an action or proceeding as provided by
     law, including the Civil Practice Law and Rules.

?.7  ALL LEGAL PROVISIONS DEEMED INCLUDED

     It is the intent and understanding of the parties to this Agreement that
     each and every provision of law required to be inserted in this Agreement
     shall be and is inserted herein. Furthermore, it is hereby stipulated that
     every such provision is to be deemed to be inserted herein, and if, through
     mistake or otherwise, any such provision is not inserted, or is not
     inserted in correct form, then this Agreement shall forthwith upon the
     application of either party be amended by such insertion so as to comply
     strictly with the law and without prejudice to the rights of either party
     hereunder.

?.8  SEVERABILITY

     If this Agreement contains any unlawful provision not an essential part of
     the Agreement and which shall not appear to have been a controlling or
     material inducement to the making thereof, the same shall be deemed of no
     effect and shall upon notice by either party, be deemed stricken from the
     Agreement without affecting the binding force of the remainder.

?.9  POLITICAL ACTIVITY

     There shall be no partisan political activity or any activity to further
     the election or defeat of any candidate for public, political or party
     office as part of or in connection with this Agreement, nor shall any of
     the funds provided under this Agreement be used for such purposes.

?.10 MODIFICATION

     This Agreement may be modified by the parties in writing in a manner not
     materially affecting the substance hereof. It may not be altered or
     modified orally.

     A. CONTRACT CHANGES

     Changes may be made to this contract only as duly authorized by the Agency
     Chief Contracting Officer of his or her designee. Vendors deviating from
     the requirements of an original purchase order or contract without a duly
     authorized change order document, or written contract modification or
     amendment, do so at their own risk. All such duly authorized changes,
     modifications and amendments will be reflected in a written change order
     and become a part of the original contract. Contract changes will be made
     only for work necessary to complete the work included in the original scope
     of the contract, and for non-material changes to the scope of the contract.
     Changes are not permitted for any material alteration in the scope of the
     work. Changes may include any one or more of the following:

          - Specification changes to account for design errors or omissions;

          - changes in contract amount due to authorized additional or omitted
     work. Any such changes require appropriate price and cost analysis to
     determine reasonableness. In addition, except for non-construction
     requirements contracts, all changes that cumulatively exceed the greater of
     ten percent of the original contract amount or $100,000 shall be approved
     by the City Chief Procurement Officer;

          - Extensions of a contract term for good and sufficient cause for a
     cumulative period not to exceed one year from the date of expiration of
     this current contract. Requirements contracts shall be subject to this
     limitation;

          - Changes in delivery location;


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     -    Changes in shipment method; and

     -    Any other change not inconsistent with Section 5-02 of the P.P.B.
          Rules (ed. 9/99), or any successor Rule.

The Contractor may be entitled to a price adjustment for extra work performed
pursuant to a written change order. If any part of the contract work is
necessarily delayed by a change order, the Contractor may be entitled to an
extension of time for performance. Adjustments to price shall be validated for
reasonableness by using appropriate price and cost analysis.

6.11 PARAGRAPH HEADINGS

Paragraph headings are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
contract and in no way affect this contract.

6.12 NO REMOVAL OF RECORDS FROM PREMISES

Where performance of this Agreement involves use by the Contractor of
Departmental papers, files, data or records at Departmental facilities or
offices, the Contractor shall not remove any such papers, files, data or
records, therefrom without the prior approval of the Department's designated
official.

6.13 INSPECTION AT SITE

The Department shall have the right to have representatives of the Department or
of the City or of the State or Federal governments present at the site of the
engagement to observe the work being performed.

6.14 PRICING

     A.   The Contractor shall when ever required during the contract, including
          but not limited to the time of bidding, submit cost or pricing data
          and formally certify that, to the best of its knowledge and belief,
          the cost or pricing date submitted was accurate, complete, and current
          as of a specified date. The Contractor shall be required to keep its
          submission of cost and pricing date current until the contract has
          been completed.

     B.   The price of any change order or contract modification subject to the
          conditions of paragraph A, shall be adjusted to exclude any
          significant sums by which the City finds that such price was based on
          cost or price data furnished by the supplier which was inaccurate,
          incomplete, or not current as of the date agreed upon between the
          parties.

     C.   Time for Certification. The Contractor must certify that the cost or
          pricing data submitted are accurate, complete and current as of a
          mutually determined date.

     D.   Refusal to Submit Data. When any contractor refuses to submit the
          required data to support a price, the Contracting Officer shall not
          allow the price.

     E.   Certificate of Current Cost or Pricing Data. Form of Certificate. In
          those cases when cost or pricing data is required, certification shall
          be made using a certificate substantially similar to the one contained
          in Chapter 4 of the PPB rules and such certification shall be retained
          in the agency contract file.

ARTICLE 7. MERGER

     This written Agreement contains all the terms and conditions agreed upon by
the parties hereto, and no other agreement, oral or otherwise, regarding the
subject matter of this Agreement shall be deemed to exist or to bind any of the
parties hereto, or to vary any of the terms contained herein.

ARTICLE 8. CONDITIONS PRECEDENT

     This contract shall neither be binding nor effective unless:

     A.   Approved by the Mayor pursuant to the provisions of Executive Order
          No. 42, dated October 9, 1975, in the event the


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          Executive Order requires such approval; and

     B.   Certified by the Mayor (Mayor's Fiscal Committee created pursuant to
          Executive Order No. 43, dated October 14, 1975) that performance
          thereof will be in accordance with the City's financial plan; and

     C.   Approved by the New York State Financial Control Board (Board)
          pursuant to the New York State Financial Emergency Act for the City of
          New York, as amended, (the "Act"), in the event regulations of the
          Board pursuant to the Act require such approval.

     D.   It has been authorized by the Mayor and the Comptroller shall have
          endorsed his certificate that there remains unexpended and unapplied a
          balance of the appropriation of funds applicable thereto sufficient to
          pay the estimated expense of carrying out this Agreement.

The requirements of this section of the contract shall be in addition to, and
not in lieu of, any approval or authorization otherwise required for this
contract to be effective and for the expenditure of City funds.

ARTICLE 9. PPB RULES

     This contract is subject to the Rules of the Procurement Policy Board of
the City of New York effective August 1, 1990, as amended. In the event of
conflict between said Rules and a provision of this contract, the Rules shall
take precedence.

ARTICLE 10. STATE LABOR LAW AND CITY ADMINISTRATIVE CODE

?    As required by New York State Labor Law Section 220-e:

a.   That in the hiring of employees for the performance of work under this
     contract or any subcontract hereunder, neither the Contractor,
     Subcontractor, nor any person acting on behalf of such Contractor or
     Subcontractor, shall by reason of race, creed, color, sex or national
     origin discriminate against any citizen of the State of New York who is
     qualified and available to perform the work to which the employment
     relates;

b.   That neither the Contractor, subcontractor, nor any person on his behalf
     shall, in any manner, discriminate against or intimidate any employee hired
     for the performance of work under this contract on account of race, creed,
     color, sex or national origin;

c.   That there may be deducted from the amount payable to the Contractor by the
     City under this contract a penalty of five dollars for each person for each
     calendar day during which such person was discriminated against or
     intimidated in violation of the provisions of this contract; and

d.   That this contract may be canceled or terminated by the City and all monies
     due or to become due hereunder may be forfeited, for a second or any
     subsequent violation of the terms or conditions of this section of the
     contract.

e.   The aforesaid provisions of this section covering every contract for or on
     behalf of the State or a municipality for the manufacture, sale or
     distribution of materials, equipment or supplies shall be limited to
     operations performed within the territorial limits of the State of New
     York.

2.   As required by New York City Administrative Code Section 6-108:

a.   It shall be unlawful for any person engaged in the construction, alteration
     or repair of buildings or engaged in the construction or repair of streets
     or highways pursuant to a contract with the City or engaged in the
     manufacture, sale or distribution of materials, equipment or supplies
     pursuant to a contract with the City to refuse to employ or to refuse to
     continue in any employment any person on account of the race, color or
     creed of such person.

b.   It shall be unlawful for any person or any servant, agent or employee of
     any person, described in subdivision (a) above, to ask, indicate or
     transmit, orally or in writing, directly or indirectly, the race, color,
     creed or religious affiliation of any person employed or seeking employment
     from such


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     person, firm or corporation.

c.   Disobedience of the foregoing provisions shall be deemed a violation of a
     material provision of this contract.

d.   Any person, or the employee, manager or owner of or officer of such firm or
     corporation who shall violate any of the provisions of this section shall,
     upon conviction thereof, be punished by a fine of not more than one hundred
     dollars or by imprisonment for not more than thirty days, or both.

ARTICLE 11. FORUM PROVISION

     Choice of Law. Consent to Jurisdiction and Venue ?his Contract shall be
deemed to be executed in the City of New York, State of New York, regardless of
?e domicile of the Contractor, and shall be governed by and construed in
accordance with the laws of the State of New York.

The parties agree that any and all claims asserted by ?r against the City
arising under this Contract or related thereto shall be heard and determined
either in the courts of the United States located in New York City ("Federal
Courts") or in the courts of the State of New York ("New York State Courts")
located in the City and County of New York. To effect this agreement and intent,
the Contractor agrees:

a.   If the City initiates any action against the Contractor in Federal Court or
     in New York State Court, service of process may be made on the Contractor
     either in person, wherever such Contractor may be found, or by registered
     mail addressed to the Contractor at its address as set forth in this
     Contract, or to such other address as the Contractor may provide to the
     City in writing; and

b.   With respect to any action between the City and the Contractor in New York
     State Court, the Contractor hereby expressly waives and relinquishes any
     rights it might otherwise have (I) to move to dismiss on grounds of forum
     non conveniens; (ii) to remove to Federal Court; and (iii) to move for a
     change of venue to a New York State Court outside New York County.

c.   With respect to any action between the City and the Contractor in Federal
     Court located in New York City, the Contractor expressly waives and
     relinquishes any right it might otherwise have to move to transfer the
     action to a United States Court outside the City of New York.

d.   If the Contractor commences any action against the City in a court located
     other than in the City and State of New York, upon request of the City, the
     Contractor shall either consent to a transfer of the action to a court of
     competent jurisdiction located in the City and State of New York or, if the
     court where the action is initially brought will not or cannot transfer the
     action, the Contractor shall consent to dismiss such action without
     prejudice and may thereafter reinstitute the action in a court of competent
     jurisdiction in New York City. If any provision(s) of this Article is held
     unenforceable for any reason, each and all other provision(s) shall
     nevertheless remain in full force and effect.

ARTICLE 12. EQUAL EMPLOYMENT OPPORTUNITY

     This contract is subject to the requirements of Executive Order No. 50
(1980) as revised ("E.O. 50") and the Rules and Regulations promulgated
thereunder. No contract will be awarded unless and until these requirements have
been complied with in their entirety. By signing this contract, the contractor
agrees that it:

1.   will not engage in any unlawful discrimination against any employee or
     applicant for employment because of race, creed, color, national origin,
     sex age, disability, marital status or sexual orientation with respect to
     all employment decisions including, but not limited to, recruitment,
     hiring, upgrading, demotion, downgrading, transfer, training, rates of pay
     or other forms of compensation, layoff, termination, and all other terms
     and conditions of employment;

2.   the contractor agrees that when it subcontracts it


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     will not engage in any unlawful discrimination in the ?lection of
     subcontractors on the basis of the owner's ?ce, color, creed, national
     origin, sex, age, disability, ?arital status or sexual orientation;

?    will state in all solicitations or advertisements for employees placed by
     or on behalf of the contractor that all qualified applicants will receive
     consideration for employment without unlawful discrimination based on race,
     creed, color, national origin, sex, age, disability, marital status or
     sexual orientation, or that it is an equal employment opportunity employer;

?    will send to each labor organization or representative of workers with
     which it has a collective bargaining agreement or other contract or
     memorandum of understanding, written notification of its equal employment
     opportunity commitments under E. O. 50 and the rules and regulations
     promulgated thereunder; and

?    will furnish all information and reports including an Employment Report
     before the award of the contract which are required by E. O. 50, the rules
     and regulations promulgated thereunder, and orders of the Director of the
     Bureau of Labor Services ("Bureau"), and will permit access to its books,
     records and accounts by the Bureau for the purposes of investigation to
     ascertain compliance with such rules, regulations, and orders.

     The contractor understands that in the even of its noncompliance with
     nondiscrimination clauses of this contract or with any of such rules,
     regulations, or orders, such noncompliance shall constitute a material
     breach of the contract and noncompliance with the E. O. 50 and the rules
     and regulations promulgated thereunder. After a hearing held pursuant to
     the rules of the Bureau, the Director may direct the imposition by the
     contracting agency held of any or all of the following sanctions:

     (i)  disapproval of the contractor;

     (ii) suspension or termination of the contract;

     (iii) declaring the contractor in default; or

     (iv) in lieu of any of the foregoing sanctions, the Director may impose an
          employment program.

     The Director of the Bureau may recommend to the contracting agency head
     that a Board of Responsibility be convened for purposes of declaring a
     contractor who has repeatedly failed to comply with E.O. 50 and the rule
     and regulations promulgated thereunder to be nonresponsible.

     The contractor agrees to include the provisions of the foregoing paragraphs
     in every subcontract or purchase order in excess of $50,000 to which it
     becomes a party unless exempted by E.O. 50 and the rules and regulations
     promulgated thereunder, so that such provisions will be binding upon each
     subcontractor or vendor. The contractor will take such action with respect
     to any subcontract or purchase order as may be directed by the Director of
     the Bureau of Labor Services as a means of enforcing such provisions,
     including sanctions for noncompliance.

     The contractor further agrees that it will refrain from entering into any
     contract or contract modification subject to E.O. 50 and the rules and
     regulations promulgated thereunder with a subcontractor who is not in
     compliance with the requirements of E.O. 50 and the rules and regulations
     promulgated thereunder.

ARTICLE 13. NO DAMAGE FOR DELAY

The Contractor agrees to make no claim for damages for delay in the performance
of this Contract occasioned by any act or omission to act of the City or any of
its representatives, and agrees that any such claim shall be fully compensated
for by an extension of time to complete performance of the work as provided
herein.

ARTICLE 14. CONSULTANT REPORT INFORMATION

A copy of each consultant report submitted by a consultant to any City official
or to any officer, employee, agent or representative of a City


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?epartment, agency, commission or body or to any corporation, association or
entity whose expenses are ?aid in whole or in part from the City treasury shall
be ?rnished to the Commissioner of the department to ?hich such report was
submitted or, if not a City ?epartment, then to the chief controlling officer or
?fficers of such other office or entity. A copy of such ?port shall also be
furnished to the Director of the ?ayor's Office of ?onstruction for matters
related to construction or to the Director of the Mayor's Office ?f Operations
for all other matters.

ARTICLE 15. RESOLUTION OF DISPUTES

?5.1 All disputes between the City and the ?ontractor of the kind delineated in
     this section that ?rise under, or by virtue of, this Contract shall be
     finally ?esolved in accordance with the provisions of this ?ection and
     Section 5-11 of the Rules of the ?rocurement Policy Board ("PPB Rules").
     The ?rocedure for resolving all disputes of the kind ?elineated herein
     shall be the exclusive means of ?esolving any such disputes.

     a.   This section shall not apply to disputes ?oncerning matters dealt with
          in other sections of the ?PB Rules or to disputes involving patents,
          copyrights, ?rademarks, or trade secrets (as interpreted by the courts
          ?f New York State) relating to proprietary rights in computer
          software.

     b.   For construction and construction-related services ?his section shall
          apply only to ?isputes about the scope of work delineated by the
          Contract, the interpretation of Contract Documents, the ?mount to be
          paid for extra work or disputed work ?erformed in connection with the
          Contract, the ?onformity of the Contractor's work to the Contract, and
          ?he acceptability and quality of the Contractor's work; ?uch disputes
          arise when the Engineer makes a ?etermination with which the
          Contractor disagrees.

15.2 All determinations required by this section shall be made in writing,
     clearly stated, with a reasoned explanation for the determination based on
     the information and evidence presented to the party making the
     determination. Failure to make such determination within the time period
     required by this section shall be deemed a non-determination without
     prejudice that will allow appeal to the next level.

15.3 During such time as any dispute is being presented, heard, and considered
     pursuant to this section, the contract terms shall remain in full force and
     effect and the Contractor shall continue to perform work in accordance with
     the Contract and as directed by the Agency Chief Contracting Officer or
     Engineer. Failure of the Contractor to continue the work as directed shall
     constitute a waiver by the Contractor of any and all claims being presented
     pursuant to this section and a material breach of Contract.

15.4 Presentation of Dispute to Agency Head.

     (A) Notice of Dispute and Agency Response. The Contractor shall present its
dispute in writing ("Notice of Dispute") to the Agency Head within the time
specified herein or, if no time is specified, within thirty (30) days of
receiving notice of the determination or action that is the subject of the
dispute. This notice requirement shall not be read to replace any other notice
requirements contained in the Contract. The Notice of Dispute shall include all
the facts, evidence, documents, or other basis upon which the Contractor relies
in support of its position, as well as a detailed computation demonstrating how
any amount of money claimed by the Contractor in the dispute was arrived at.
Within thirty (30) days after receipt of the detailed written submission, the
Agency Chief Contracting Officer or, in the case of construction or
construction-related services, the Engineer shall submit to the Agency Head all
materials he or she deems pertinent to the dispute. Following initial
submissions to the Agency Head, either party may demand of the other the
production of any document or other material the demanding party believes may be
relevant to the dispute.


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?he requested party shall produce all relevant materials ?at are not otherwise
protected by a legal privilege ?cognized by the courts of New York State. Any
?estion of relevancy shall be determined by the ?gency Head whose decision shall
be final. Wilful ?ilure of the Contractor to produce any requested ?aterial
whose relevancy the Contractor has not ?sputed, or whose relevancy has been
affirmatively ?etermined, shall constitute a waiver by the Contractor ?f its
claim.

     (B) Agency Head Inquiry. The Agency Head shall ?xamine the material and
may, in his or her discretion, ?onvene an informal conference with the
Contractor and ?he Agency Chief Contracting Officer and, in the case of
?onstruction or construction-related services, the ?ngineer to resolve the issue
by mutual consent prior to ?eaching a determination. The Agency Head may seek
?uch technical or other expertise as he or she shall deem ?ppropriate, including
the use of neutral mediators, and ?equire any such additional material from
either or both ?arties as he or she deems fit. The Agency Head's ability ?o
render, and the effect of, a decision hereunder shall ?ot be impaired by any
negotiations in connection with ?he dispute presented, whether or not the Agency
Head ?articipated therein. The Agency Head may or, at the ?equest of any party
to the dispute, shall compel the participation of any other contractor with a
contract ?elated to the work of this Contract, and that contractor ?hall be
bound by the decision of the Agency Head. Any ?ontractor thus brought into the
dispute resolution ?roceeding shall have the same rights to make ?resentations
and to seek review as the Contractor ?nitiating the dispute.

     (C) Agency Head Determination. Within thirty (30) ?ays after the receipt of
all materials and information, or ?uch longer time as may be agreed to by the
parties, the Agency Head shall make his or her determination and shall ?eliver
or send a copy of such determination to the Contractor and Agency Chief
Contracting Officer and, in the case of construction or construction-related
services, the Engineer, together with a statement concerning how the decision
may be appealed.

     (D) Finality of Agency Head Decision. The Agency Head's decision shall be
final and binding on all parties, unless presented to the Contract Dispute
Resolution Board pursuant to this section. The City may not take a petition to
the Contract Dispute Resolution Board. However, should the Contractor take such
a petition, the City may seek, and the Board may render, a determination less
favorable to the Contractor and more favorable to the City than the decision of
the Agency Head.

15.5 Presentation of Dispute to the Comptroller. Before any dispute may be
     brought by the Contractor to the Contract Dispute Resolution Board, the
     Contractor must first present its claim to the comptroller for his or her
     review, investigation, and possible adjustment.

     (A) Time, Form, and Content of Notice. Within thirty (30) days of its
receipt of a decision by the Agency Head, the Contractor shall submit to the
Comptroller and to the Agency Head a Notice of Claim regarding its dispute with
the Agency. The Notice of Claim shall consist of (i) a brief written statement
of the substance of the dispute, the amount of money, if any, claimed and the
reason(s) the Contractor contends the dispute was wrongly decided by the Agency
Head; (ii) a copy of the written decision of the Agency Head, and (iii) a copy
of all materials submitted by the Contractor to the Agency, including the Notice
of Dispute. The Contractor may not present to the Comptroller any material not
presented to the Agency Head, except at~the request of the Comptroller.

     (B) Agency Response. Within thirty (30) days of receipt of the Notice of
Claim, the Agency shall make available to the Comptroller a copy of all material
submitted by the Agency to the Agency Head in connection with the dispute. The
Agency may not present to the Comptroller any material not presented to the
Agency Head except at the request of the Comptroller.

     (C) Comptroller Investigation. The Comptroller may

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     ?vestigate the claim in dispute and, in the course of ?ch investigation,
     may exercise all powers provided in ?ctions 7-201 and 7-203 of the New York
     City administrative Code. In addition, the Comptroller may ?mand of either
     party, and such party shall provide, ?hatever additional material the
     Comptroller deems ?rtinent to the claim, including original business ?cords
     of the Contractor. Wilful failure of the ?ontractor to produce within
     fifteen (15) days any ?aterial requested by the Comptroller shall
     constitute a ?aiver by the Contractor of its claim. The Comptroller ?ay
     also schedule an informal conference to be ?tended by the Contractor,
     Agency representatives, and ?y other personnel desired by the Comptroller.

(D)  Opportunity of Comptroller to Compromise or ?djust Claim. The Comptroller
     shall have forty-five ?5) days from his or her receipt of all materials
     referred ? in 5. (C) to investigate the disputed claim. The period ?
     investigation and compromise may be further ?xtended by agreement between
     the Contractor and the ?omptroller, to a maximum of ninety (90) days from
     ?e Comptroller's receipt of all the materials. The ?ontractor may not
     present its petition to the Contract ?ispute Resolution Board until the
     period for ?vestigation and compromise delineated in this ?aragraph has
     expired. In compromising or adjusting ?ny claim hereunder, the Comptroller
     may not revise or isregard the terms of the Contract between the parties.

5.6  Contract Dispute Resolution Board. There shall be a Contract Dispute
     Resolution Board composed ?f:

(a)  the chief administrative law judge of the Office of Administrative Trials
     and Hearings ("OATH") or his/her designated OATH administrative law judge,
     who shall act as chairperson, and may adopt operational procedures and
     issue such orders consistent with this ?ection as may be necessary in the
     execution of the Contract Dispute Resolution Board's functions, including,
     but not limited to, granting extensions of ?ime to present or respond to
     submissions;

(b)  the City Chief Procurement Officer or a designee; or in the case of
     disputes involving construction, the Director of the Office of Construction
     or his/her designee; any designee shall have the requisite background to
     consider and resolve the merits of the dispute and shall not have
     participated personally and substantially in the particular matter that is
     the subject of the dispute or report to anyone who so participated, and

(c)  a neutral person with appropriate expertise. This person shall be selected
     by the presiding administrative law judge from a prequalified panel of
     individuals, established and administered by OATH, with appropriate
     background to act as decision-makers in a dispute. Such individuals may not
     have a contract or dispute with the City or be an officer or employee of
     any company or organization that does, or regularly represents persons,
     companies, or organizations having disputes with the City.

15.7 Petition to Contract Dispute Resolution Board. In the event the claim has
     not been settled or adjusted by the Comptroller within the period provided
     in this section, the Contractor, within thirty (30) days thereafter, may
     petition the Contract Dispute Resolution Board to review the Agency Head
     determination.

(A)  Form and Content of Petition by Contractor. The Contractor shall present
     its dispute to the Contract Dispute Resolution Board in the form of a
     Petition, which shall include (i) a brief written statement of the
     substance of the dispute, the amount of money, if any, claimed and the
     reason(s) the Contractor contends that the dispute was wrongly decided by
     the Agency Head; (ii) a copy of the written decision of the Agency Head;
     (iii) copies of all materials submitted by the Contractor to the Agency;
     (iv) a copy of the written decision of the Comptroller, if any, and (v)
     copies of all correspondence with, or written material submitted by the
     Contractor to, the Comptroller's Office. The Contractor shall concurrently
     submit four complete sets of the Petition: one to the Corporation Counsel
     (Attn: Commercial and


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?eal Estate Litigation Division), and three to the contract Dispute Resolution
Board at OATH's offices ?ith proof of service on the Corporation Counsel. In
?idition, the supplier shall submit a copy of the ?atement of the substance of
the dispute, cited in (i) ?ove to both the Agency Head and the Comptroller.

(B)  Agency Response. Within thirty (30) days of its ?ceipt of the Petition by
     the Corporation Counsel, the agency shall respond to the brief written
     statement of ?e Contractor and make available to the Board at ?ATH's
     offices and one to the Contractor, all material submitted to the Agency
     Head and Comptroller, ?xtensions of time for submittal of the agency
     response shall be given as necessary upon a showing of good ?ause or, upon
     the consent of the parties, for an initial period of up to thirty (30)
     days.

(C)  Further Proceedings. The Board shall permit the Contractor to present its
     case by ?e submission of memoranda, briefs, and oral ?rgument. The Board
     shall also permit the Agency to ?resent its case in response to the
     Contractor by the submission of memoranda, briefs, and oral argument. If
     ?quested by the Corporation Counsel, the Comptroller shall provide
     reasonable assistance in the preparation of ?e Agency's case. Neither the
     Contractor nor the ?gency may support its case with any documentation or
     ?ther material that was not considered by the Comptroller, unless requested
     by the Board. The Board, ?t its discretion, may seek such technical or
     other ?xpertise as it shall deem appropriate and may seek, on its own or
     upon application of a party, any such additional material from any party as
     it deems fit. The ?oard, in its discretion, may combine more than one
     ?ispute between the parties of concurrent resolution.

(D)  Contract Dispute Resolution Board ?etermination. Within forty-five (45)
     days of the conclusion of all written submissions and oral ?rguments, the
     Board shall render a written decision resolving the dispute. In an
     unusually complex case, the Board may render its decision in a longer
     period of time, not to exceed ninety (90) days, and shall so advise the
     parties at the commencement of this period. The Board's decision must be
     consistent with the terms of the Contract. In reaching its decision, the
     Board shall accord no precedential significance to prior decisions of the
     Board involving other non-related contracts.

(E)  Notification of Contract Dispute Resolution Board Decision. The Board shall
     send a copy of its decision to the Contractor, the Agency Chief Contracting
     Officer, the Corporation Counsel, the Comptroller, and in the case of
     construction or construction-related services, the Engineer. A decision in
     favor of the Contractor shall be subject to the prompt payment provisions
     of the PPB Rules. The Required Payment Day shall be thirty (30) days after
     the date the parties are formally notified of the Board's decision.

(F)  Finality of Contract Dispute Resolution Board Decision. The Board's
     decision shall be final and binding on all parties. Any party may seek
     review of the Board's decision solely in the form of a challenge, made
     within four (4) months of the date of the Board's decision, in a court of
     competent jurisdiction of the State of New York, County of New York,
     pursuant to Article 78 of the Civil Practice Law and Rules. Such review by
     the court shall be limited to the question of whether or not the Board's
     decision was made in violation of lawful procedure, was affected by an
     error of law, or was arbitrary and capricious or an abuse of discretion. No
     evidence or information shall be introduced or relied upon in such
     proceeding that was not presented to the Board in accordance with Section
     5-11 of the PPB Rules.

15.8 Any termination, cancellation, or alleged breach of the Contract prior to
     or during the pendency of any proceedings pursuant to this section shall
     not affect or impair the ability of the Agency Head or Contract Dispute
     Resolution Board to make a binding and final decision pursuant to this
     section.

ARTICLE 16. PROMPT PAYMENT

The Prompt Payment provisions set forth in Chapter 5,


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?ection 5-07 of the Procurement Policy Board Rules in ?ffect at the time for
this solicitation will be applicable ? payments made under this contract. The
provisions ?cquire the payments to the contractors of interest on payments made
after the required payment date except ? set forth in subdivisions c(3) and
d(2), (3), (4) and (5) ?f Section 5-07 of the Rules.

?he contractor must submit a proper invoice to receive ?ayment, except where the
contract provides that the ?ntractor will be paid at predetermined intervals
?ithout having to submit an invoice for each scheduled ?ayment.

?eterminations of interest due will be made in such ?ccordance with the
provisions of the Procurement ?olicy Board Rules and General Municipal Law
Section ?-a.

ARTICLE 17.

     MACBRIDE PRINCIPLES PROVISIONS FOR NEW YORK CITY CONTRACTORS

     ARTICLE I. MACBRIDE PRINCIPLES NOTICE TO ALL PROSPECTIVE ?ONTRACTORS

     Local Law No. 34 of 1991 became effective on September 10, 1991 and added
section 6-115.1 to the ?dministrative Code of the City of New York. The ?cal law
provides for certain restrictions on City ?ontracts to express the opposition of
the people of the City of New York to employment discrimination ?ractices in
Northern Ireland and to encourage ?ompanies doing business in Northern Ireland
to ?romote freedom of workplace opportunity.

     Pursuant to Section 6-115.1, prospective contractors or contracts to
provide goods or services involving an expenditure of an amount greater than ten
thousand dollars, or for construction involving an amount greater than fifteen
thousand dollars, are asked to sign a rider in which they covenant and
represent, as a material ?ondition of their contract, that any business in
Northern ?reland operations conducted by the contractor and any individual or
legal entity in which the contractor holds a ten percent or greater ownership
interest and any individual or legal entity that holds a ten percent or greater
ownership interest in the contractor will be conducted in accordance with the
MacBride Principles of nondiscrimination in employment.

     Prospective contractors are not required to agree to these conditions.
However, in the case of contracts let by competitive sealed bidding, whenever
the lowest responsible bidder has not agreed to stipulate to the conditions set
forth in this notice and another bidder who has agreed to stipulate to such
conditions has submitted a bid within five percent of the lowest responsible bid
for a contract to supply goods, services or construction of comparable quality,
the contracting entity shall refer such bids to the Mayor, the Speaker or other
officials, as appropriate, who may determine, in accordance with applicable law
and rules, that it is in the best interest of the city that the contract be
awarded to other than the lowest responsible bidder pursuant to Section
313(b)(2) of the City Charter.

     In the case of contracts let by other than competitive sealed bidding, if a
prospective contractor does not agree to these conditions, no agency, elected
official or the Council shall award the contract to that bidder unless the
entity seeking to use the goods, services or construction certifies in writing
that the contract is necessary for entity to perform its functions and there is
no other responsible contractor who will supply goods, services or construction
of comparable quality at a comparable price.

                                     PART A

     In accordance with section 6-115.1 of the Administrative Code of the City
of New York, the contractor stipulates that such contractor and any individual
or legal entity in which the contractor holds a ten percent or greater ownership
interest and any individual or legal entity that holds a ten percent or greater
ownership interest in the contractor either (a) have no business operations in
Northern Ireland, or (b) shall take lawful steps in good faith to conduct any
business operations they have in Northern Ireland in accordance with the
MacBride Principles, and shall


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?ermit independent monitoring of their compliance with ?ch principles.

                                     PART B

?or purposes of this section, the following terms shall ?ave the following
meanings:

1.   "MacBride Principles" shall mean those ?rinciples relating to
     nondiscrimination in employment ?nd freedom of workplace opportunity which
     require ?mployers doing business in Northern Ireland to:

     (1) increase the representation of individuals from under represented
     religious groups in the work force, including managerial, supervisory,
     administrative, clerical and technical jobs;

     (2) take steps to promote adequate security for the protection of employees
     from under represented religious groups both at the workplace and while
     traveling to and from work;

     (3) ban provocative religious or political emblems from the workplace;

     (4) publicly advertise all job openings and make special recruitment
     efforts to attract applicants from under represented religious groups;

     (5) establish layoff, recall and termination procedures which do not in
     practice favor a particular religious group;

     (6) abolish all job reservations, apprenticeship restrictions and different
     employment criteria which discriminate on the basis of religion;

     (7) develop training programs that will prepare substantial numbers of
     current employees from under represented religious groups for skilled jobs,
     including the expansion of existing programs and the creation of new
     programs to train, upgrade and improve the skills of workers from under
     represented religious groups;

     (8) establish procedures to assess, identify and actively recruit employees
     from under represented religious groups with potential for further
     advancement; and

     (9) appoint a senior management staff member to oversee affirmative action
     efforts and develop a timetable to ensure their full implementation.

ARTICLE II. ENFORCEMENT OF ARTICLE I.

The contractor agrees that the covenants and representation in Article I above
are material conditions to this contract. In the event the contracting entity
receives information that the contractor who made the stipulation required by
this section is in violation thereof, the contracting entity shall review such
information and give the contractor an opportunity to respond. If the
contracting entity finds that a violation has occurred, the entity shall have
the right to declare the contractor in default and/or terminate this contract
for cause and procure the supplies, services or work from another source in any
manner the entity deems proper. In the event of such termination, the contractor
shall pay to the entity, or the entity in its sole discretion may withhold from
any amounts otherwise payable to the contractor, the difference between the
contract price for the uncompleted portion of this contract and the cost to the
contracting entity of completing performance of this contract either itself or
by engaging another contractor or contractors. In the case of a requirements
contract, the contractor shall be liable for such difference in price for the
entire amount of supplies required by the contracting entity for the uncompleted
term of its contract. In the case of a construction contract, the contracting
entity shall also have the right to hold the contractor in partial or total
default in accordance with the default provisions of this contract, and/or may
seek debarment or suspension of the contractor. The rights and remedies of the
entity hereunder shall be in addition to, and not in lieu of, any rights and
remedies the entity has pursuant to this contract or by operation of law.


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