<PAGE>
                                                                 Exhibit 10.25.9

                           MEDICAL SERVICES AGREEMENT

                        FLORIDA HEALTHY KIDS CORPORATION

                                       AND

                            AMERIGROUP FLORIDA, INC.

                        OCTOBER 1, 2005 - EFFECTIVE DATE

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                        FLORIDA HEALTHY KIDS CORPORATION
                         AGREEMENT FOR MEDICAL SERVICES

                                TABLE OF CONTENTS

<TABLE>
<S>     <C>
SECTION 1 GENERAL PROVISIONS

   1-1  Definitions

SECTION 2 FLORIDA HEALTHY KIDS CORPORATION RESPONSIBILITIES
   2-1  Participant Identification
   2-2  Payments
   2-3  Reduced Fee Arrangements
        2-3-1 Specialty Fee Arrangements
        2-3-2 Children's Medical Services
   2-4  Quarterly Program Updates
   2-5  Change in Benefit Schedule
   2-6  Marketing
   2-7  Forms and Reports
   2-8  Coordination of Benefits
   2-9  Entitlement to Reimbursement

SECTION 3 INSURER
   3-1  Benefits
   3-2  Access to Care
        3-2-1 Access and Appointment Standards
        3-2-2 Integrity of Professional Advice to Enrollees
   3-3  Fraud and Abuse
   3-4  Membership Materials
   3-5  Use of Name
   3-6  Eligibility
   3-7  Effective Date of Coverage
   3-8  Termination of Participation
   3-9  Continuation of Coverage Upon Termination of this Agreement
   3-10 Individual Contracts
   3-11 Refusal of Coverage
   3-12 Extended Coverage
   3-13 Grievances and Complaints
   3-14 Claims Payment
   3-15 Notification Requirements
   3-16 Rates
   3-17 Rate Modification
        3-17-1 Annual Adjustment
        3-17-2 Denial of Rate Request
        3-18 Conditions of Services
   3-19 Medical Records Requirements
        3-19-1 Medical Quality Review and Audit
        3-19-2 Privacy of Medical Records
        3-19-3 Requests by Participants for Medical Records
</TABLE>

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<TABLE>
<S>     <C>
   3-20 Quality Enhancement
        3-20-1 Authority
        3-20-2 Staff
        3-20-3 Peer Review
        3-20-4 Referrals
   3-21 Availability of Records
   3-22 Audits
        3-22-1 Accessibility of Records
        3-22-2 Financial Audit
        3-22-3 Post-Agreement Audit
        3-22-4 Accessibility for Monitoring
   3-23 Indemnification
   3-24 Confidentiality of Information
   3-25 Insurance
   3-26 Lobbying Disclosure
   3-27 Reporting Requirements
   3-28 Participant Liability
   3-29 Protection of Proprietary Information
   3-30 Regulatory Filings

SECTION 4 TERMS AND CONDITIONS
   4-1  Effective Date
   4-2  Multi-year Agreement
   4-3  Entire Understanding
   4-4  Relation to Other Laws
        4-4-1 Health Insurance Portability and Accountability Act
        4-4-2 Mental Health Parity Act
        4-4-3 Newborns and Mothers Health Protection Act of 1996
   4-5  Independent Contractor
   4-6  Assignment
   4-7  Notice
   4-8  Amendments
   4-9  Governing Law
   4-10 Agreement Variation
   4-11 Attorney's Fees
   4-12 Representatives
   4-13 Termination
   4-14 Contingency
</TABLE>

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<TABLE>
<S>     <C>
SECTION 5 EXHIBITS
   Exhibit A: Premium Payment and Rates
   Exhibit B: Enrollment Dates
   Exhibit C: Benefits
   Exhibit D: Coordination of Benefits
   Exhibit E: Access Standards
   Exhibit F: Eligibility
   Exhibit G: Reporting Requirements
   Exhibit H: Certification Regarding Debarment, Suspension and Involuntary
              Cancellation
   Exhibit I: Certification Regarding Lobbying Certification For Contracts,
              Grants, Loans And Cooperative Agreements
   Exhibit J: Certification Regarding Health Insurance Portability and
              Accountability Access Act of 1996 Compliance
</TABLE>

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                              AGREEMENT TO PROVIDE
                       COMPREHENSIVE HEALTH CARE SERVICES

     This Agreement is made by and between the Florida Healthy Kids Corporation,
hereinafter referred to as "FHKC" and AMERIGROUP FLORIDA, INC., hereinafter
referred to as "INSURER."

     WHEREAS, FHKC has been specifically empowered in section 624.91 (5)(b)(10),
Florida Statutes, to enter into contracts with Health Maintenance Organization
(HMO's), insurers, or any provider of health care services hereinafter referred
to as "Insurer," meeting standards established by FHKC, for the provision of
comprehensive health insurance coverage to Participants; and

     WHEREAS, Sections 641.2017 (1) and (2), Florida Statutes, allows INSURER to
enter such a contractual arrangement on a prepaid per capita basis whereby
INSURER assumes the risk that costs exceed the amount paid on a prepaid per
capita basis; and

     WHEREAS, FHKC desires to increase access to health care services and
improve children's health; and

     WHEREAS, FHKC did issue a Request for Proposals ("RFP") in FHKC Health
Insurance Program inviting INSURER as well as other entities, to submit a
proposal for the provision of those Comprehensive Health Care Services set forth
in the Request for Proposals; and

     WHEREAS, INSURER's proposal in response to the Request for Proposals was
selected through a competitive bid process as one of the most responsive and
cost effective bids; and

     WHEREAS, INSURER has assured FHKC of full compliance with the standards
established in this Agreement and agrees to promptly respond to any required
revisions or changes in FHKC operating procedures or benefits which may be
required by law or implementing regulations; and

     WHEREAS, INSURER agrees that the Request for Proposals released by FHKC and
INSURER's response to that RFP are incorporated by reference and in any conflict
between the RFP or the INSURER's response to the RFP and this Agreement, the
Agreement shall control; and

     WHEREAS, FHKC is desirous of using INSURER's provider network to deliver
Comprehensive Health Care Services to all eligible FHKC Participants in counties
covered under Exhibit A of this Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and promises contained herein, the parties agree as follows:

SECTION 1 GENERAL PROVISIONS

1-1  Definitions

     As used in this Agreement, the term:

          A.   " Comprehensive Health Care Services" means those services,
               medical equipment, and supplies to be provided by INSURER in
               accordance with standards set by FHKC and further described in
               Exhibit C.

          C.   " Program" shall mean the project established by FHKC pursuant to
               Section

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               624.91, Florida Statutes.

          C.   "Participant" or "Enrollee" means those individuals meeting FHKC
               standards of eligibility and who have been enrolled in the
               Program.

          D.   "Insurer Providers" shall mean those providers set forth in the
               Insurer's Response to the Request for Proposals and the
               Participant's handbook as from time to time amended.

          E.   "Co-Payment" or "Cost Sharing" is the payment required of the
               Participant at the time of obtaining service. In the event the
               Participant fails to pay the required Co-Payment, INSURER may
               decline to provide non-emergency or non-urgently needed care
               unless the Participant meets the conditions for waiver of
               Co-Payments described in Exhibit C.

          F.   "Fraud" shall mean:

               1)   Any FHKC Participant or person who knowingly:

                    a)   Fails, by any false statement, misrepresentation,
                         impersonation, or other fraudulent means, to disclose a
                         material fact used in making a determination as to such
                         person's qualification to receive Comprehensive Health
                         Care Services coverage under the FHKC Program;

                    b)   Fails to disclose a change in circumstances in order to
                         obtain or continue to receive Comprehensive Health Care
                         Services coverage under the FHKC Program to which he or
                         she is not entitled or in an amount larger than that
                         which he or she is entitled; Aids and abets another
                         person in the commission of any such act.

                    Any person or FHKC Participant who:

                    a)   Uses, transfers, acquires, traffics, alters, forges, or
                         possesses, or

                    b)   Attempts to use, transfer, acquire, traffic, alter,
                         forge or possess, or

                    c)   Aids and abets another person in the use, transfer,
                         acquisition, traffic, alteration, forgery or possession
                         of an FHKC identification card.

          G.   "State Children's Health Insurance Program (SCHIP)" or "Title
               XXI" shall mean the program created by the federal Balanced
               Budget Act of 1997 as Title XXI of the Social Security Act.

          H.   "Children's Medical Services Network" or "CMS" shall mean the
               statewide managed care system which includes health care
               providers, as defined in Section 391.021(1), Florida Statutes,
               which is funded by Title XXI. "Children's

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               Medical Services Network" or "CMS" as used under this Agreement
               does not include any additional programs and services provided by
               or through the Children's Medical Services Program described in
               Sections 391.021(8) and 391.025, Florida Statutes, which are not
               provided through the Children's Medical Services network or which
               are not funded by Title XXI (such as the CMS Safety Net Program).

          I.   "Florida Statutes" shall mean the 2004 Florida Statutes, as
               amended from time to time by the Florida Legislature, during the
               term of this Agreement.

SECTION 2 FLORIDA HEALTHY KIDS CORPORATION RESPONSIBILITIES

2-1 Participant Identification

FHKC shall promptly furnish to INSURER information to sufficiently identify
Participants in the Comprehensive Health Care Services plan authorized by this
Agreement.

Additionally, FHKC shall provide INSURER a compatible computer tape, or other
computer-ready media as agreed upon by the Parties, with the names of
Participants along with monthly additions or deletions throughout the term of
this Agreement in accordance with the following:

     A.   Not less than seven (7) working days prior to the effective date of
          coverage, FHKC shall provide INSURER a listing of Participants
          eligible for coverage. Such listing will also identify those
          Participants whose coverage shall terminate on the last day of the
          current coverage month.

     C.   By the third (3rd) day after the effective date of coverage, FHKC
          shall also furnish INSURER a supplemental list of eligible
          Participants for that coverage month. INSURER shall adjust enrollment
          retroactively to the 1st day of that month.

     D.   FHKC may request INSURER to accept additional Participants after the
          supplemental listing for enrollment retroactive to the 1S' of that
          coverage month. Such additions will be limited to those Participants
          who made timely payments but were not included on the previous
          enrollment reports. If such additions exceed more than one percent
          (1%) on that month's enrollment, INSURER reserves the right to deny
          FHKC's request.

2-2  Payments

FHKC will promptly forward the authorized premiums in accordance with Exhibit A
attached hereto and incorporated herein as part of this Agreement on or before
the 1st day of each month this Agreement is in force commencing with the 1st day
of October, 2005. Premiums are past due on the 15th day of each month.

In the case of non-payment of premiums by the 15th day of the month for that
month of coverage, INSURER shall have the right to terminate coverage under this
Agreement, provided FHKC is given written notice prior to such termination, see
Section 4-13. Termination of coverage shall be retroactive to the last day for
which premium payment has been made.

2-3  Reduced Fee Arrangements

     2-3-1 Specialty Service Fee Arrangements

          Upon prior approval of INSURER, FHKC shall have the right to negotiate
          specialty

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          service fee arrangements with non-INSURER affiliated providers and
          make such rates available to INSURER. In such cases, if there is a
          material impact on the premium, the premium in Exhibit A will be
          adjusted by INSURER in a manner consistent with sound actuarial
          practices.

     2-3-2 Children's Medical Services Network

          If there is a material impact on the premium in Exhibit A due to the
          implementation of the Children's Medical Services Network as created
          in Chapter 391, Florida Statutes, INSURER agrees to reduce the premium
          in Exhibit A in an amount consistent with sound actuarial practices.

2-4  Program Updates

FHKC shall provide INSURER with updates on Program highlights such as
Participant demographics, profiles, newsletters, legislative or regulatory
inquiries and Program directives.

2-5  Change in Benefit Schedule

INSURER understands that changes in federal and state law may require amendments
to the Participant benefit schedule as set forth in Exhibit C. Should such
changes be necessary, FHKC shall notify INSURER in writing of the required
change and INSURER shall have thirty (30) days to agree to the amended benefits
schedule. If INSURER elects not to implement a change in the benefit schedule,
FHKC may terminate this Agreement by providing INSURER with a written notice of
termination and include a termination date of not less than ninety (90) days
from date of the written notification.

If the change in the benefit schedule results in a reduction in a benefit level,
INSURER shall reduce its premium rate by an amount actuarially equivalent to the
benefit reduction. INSURER must provide an actuarial memorandum to FHKC
indicating the actuarial value of the benefit reduction.

2-6  Marketing

FHKC will market the Program primarily through the county school districts. FHKC
agrees that INSURER shall be allowed to participate in any scheduled marketing
efforts to include, but not be limited to, any scheduled open house type
activities. However, INSURER is prohibited from any direct marketing to
applicants or Enrollees. INSURER may not utilize FHKC's logo, name, or corporate
identity, unless such activity or promotion has received prior written
authorization from FHKC. Written authorization must be received for every
individual activity.

FHKC will have the right of approval or disapproval of all descriptive plan
literature and forms.

2-7  Forms and Reports

FHKC agrees that INSURER shall participate in the development of any FHKC
eligibility report formats that may be required from time to time.

2-8  Coordination of Benefits

FHKC agrees that INSURER may coordinate health benefits with other Insurers as
provided for in Section 624.91(5)(c), Florida Statutes, and Exhibit D of this
Agreement. INSURER also agrees to coordinate benefits with any Insurer under
contract with FHKC to provide comprehensive dental benefits to FHKC
Participants, including providing prescription coverage prescribed by the
Enrollee's dental provider.

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If INSURER identifies a Participant covered through another health benefits
program, INSURER shall notify FHKC. FHKC shall decide whether the Participant
may continue coverage through FHKC in accordance with the eligibility standards
adopted by FHKC and in accordance with any applicable state laws.

2-9  Entitlement to Reimbursement

In the event INSURER provides medical services or benefits to Participants who
suffer injury, disease or illness by virtue of the negligent act or omission of
a third party, INSURER shall be entitled to reimbursement from the Participant,
at the prevailing rate, for the reasonable value of the services or benefits
provided. INSURER shall not be entitled to reimbursement in excess of the
Participant's monetary recovery for medical expenses provided from the third
party. INSURER is solely responsible for the coordination of benefits with any
other third party payor in accordance with Section 624.91(5)(c), Florida
Statutes.

SECTION 3 INSURER RESPONSIBILITIES

3-1  Benefits

INSURER agrees to make its provider network available to FHKC Participants in
the counties listed in Exhibit A and to provide the Comprehensive Health Care
Services as set forth in Exhibit C attached hereto and by reference made a part
hereof.

3-2  Access to Care

     3-2-1 Access and Appointment Standards

     INSURER agrees to meet or exceed the appointment and geographic access
     standards for pediatric care existing in the community and as specifically
     provided for in Exhibit E attached hereto and incorporated herein as a part
     of this Agreement.

     In the event INSURER's provider network is unable to provide those
     medically necessary benefits specified in Exhibit C under the standards
     established in Exhibit E, for any reason except force majeure, INSURER
     shall be responsible for those contract benefits obtained from providers
     other than INSURER for eligible FHKC Participants.

     In the event INSURER fails to meet those access and appointment standards
     set forth in Exhibit E, FHKC shall notify INSURER of its noncompliance with
     the standards in Exhibit E. If the noncompliance is not corrected within,
     the time standards established in Exhibit E, FHKC may direct its
     Participants to obtain such contract benefit from other willing and
     qualified providers and may contract for such services. All financial
     responsibility related to services received under these specific
     circumstances shall be assumed by INSURER.

     3-2-2 Integrity of Professional Advice to Enrollees

     INSURER ensures no interference with the advice of health care
     professionals to Enrollees and that information about treatments will be
     provided to Enrollees and their families in the appropriate manner.

     INSURER agrees to comply with any federal regulations related to physician
     incentive plans and any disclosure requirements related to such incentive
     plans.

3-3  Fraud and Abuse

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INSURER ensures that it has appropriate measures in place to ensure against
fraud and abuse. INSURER shall report to FHKC any information on violations by
subcontractors or Participants that pertains to enrollment or the payment and
provision of health care services under this Agreement.

INSURER agrees to allow FHKC access to monitor any fraud and abuse prevention
activities conducted by INSURER under this Agreement.

Applicants and Enrollees who are found no longer to be eligible, have submitted
incorrect or fraudulent information or failed to submit required information for
eligibility determination, may be disenrolled immediately from the Program by
FHKC. Individuals who knowingly provided false information in order to obtain
benefits under the Healthy Kids or Florida KidCare Program may be subject to
prosecution under Section 414.39, Florida Statutes. Should the INSURER become
aware of any such activity, the INSURER shall report its findings to FHKC for
investigation.

3-4  Membership Materials

INSURER agrees that it shall not utilize the marketing materials, logos, trade
names, service marks or other materials belonging to FHKC, without FHKC's
consent that shall not be unreasonably withheld.

INSURER shall be responsible for all preparation, cost and distribution of
member handbooks, plan documents, materials, and orientation, for FHKC
Participants. Materials will be appropriate to the population served and unique
to the Program. All membership materials and documents which are distributed to
FHKC Participants must be reviewed and approved by FHKC prior to distribution.

INSURER agrees to provide FHKC with a copy of all such documents for review on
an annual basis.

3-5    Use of Name

INSURER consents to the use of its name in any marketing and advertising or
media presentations describing FHKC which are developed and disseminated by FHKC
to Participants, employees, employers, the general public or the County School
System, provided however, INSURER reserves the right to review and concur in any
such marketing materials prior to its dissemination.

3-6  Eligibility

INSURER agrees to accept those Participants which FHKC has determined meet the
Program's eligibility requirements.

     3-6-1 Requests for Eligibility Review

     INSURER reserves the right to request that FHKC review the eligibility of a
     particular Enrollee. FHKC shall ensure all records and findings maintained
     by FHKC concerning a particular eligibility determination will be made
     available with reasonable promptness to the extent permitted under Section
     624.91, Florida Statutes,- and Section 409.821, Florida Statutes, regarding
     confidentiality of information held by FHKC and the Florida KidCare
     Program.

     3-6-2 Eligibility Review Process

     If the INSURER and FHKC dispute whether a Participant is eligible for the
     Program because the INSURER believes that the Participant should be, or is,
     enrolled in CMS, then upon receipt of a $100.00 fee, INSURER may request
     that FHKC seek an independent determination of CMS eligibility

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     from the Florida Department of Health and, if appropriate, the Florida
     Department of Children and Families. Both the INSURER and FHKC agree that
     the decision of the Florida Department of Health and if applicable, the
     Florida Department of Children and Families regarding the Participant's
     eligibility for CMS shall be final and binding.

     If a Participant is determined not to be eligible for the FHKC Program, and
     the INSURER included that Participant in supporting actuarial memoranda to
     support a premium or rate modification request under section 3-17, I. of
     this Agreement, then the INSURER shall submit to FHKC a revised supporting
     actuarial memorandum which excludes that Participant. Thereafter, the
     INSURER'S premium or rate shall be reviewed by the Board of Directors of
     FHKC and adjusted accordingly. The INSURER and FHKC agree that the rights
     and remedies provided under this Section 3-6 shall be exclusive as to
     eligibility disputes

3-7  Effective Date of Coverage

Coverage for every Participant shall become effective at 12:01 a.m. EST/EDT, on
the first day of the Participant's first coverage month, as determined by FHKC.

3-8  Termination of Participation

A Participant's coverage under this Program shall terminate on the last day of
the month in which the Participant:

     A.   ceases to be eligible to participate in the Program;

     B.   establishes residence outside the service area; or

     C.   is determined to have acted fraudulently pursuant to Section 1-1(F) or
          Section 3-3.

Termination of coverage and the effective date of that termination shall be
determined solely by FHKC.

3-9  Continuation of Coverage Upon Termination of this Agreement

INSURER agrees that, upon termination of this Agreement for any reason, unless
instructed otherwise by FHKC, it will continue to provide inpatient services to
FHKC Participants who are then inpatients until such time as such Participants
have been appropriately discharged. However, INSURER shall not be required to
provide such extended benefits beyond twelve (12) calendar months from the date
the Agreement is terminated.

If INSURER terminates this Agreement at its sole option and through no fault of
FHKC, and if on the date of termination a Participant is totally disabled and
such disability commenced while coverage was in effect, that Participant shall
continue to receive all benefits otherwise available under this Agreement for
the condition under treatment which caused such total disability until the
earlier of (1) the expiration of the contract benefit period for such benefits;
(2) determination by the Medical Director of INSURER that treatment is no longer
medically necessary; (3) twelve (12) months from the date of termination of
coverage; (4) a succeeding carrier elects to provide replacement coverage
without limitation as to the disability condition; provided however, that
benefits will be provided only so long as the Participant is continuously
totally disabled and only for the illness or injury which caused the total
disability.

For purposes of this section, a Participant who is "totally disabled" shall mean
a Participant who is physically unable to work, as determined by the Medical
Director of INSURER, due to an illness or injury at any gainful job for which
the Participant is suited by education, training, experience or ability.
Pregnancy, childbirth or hospitalization in and of itself does not constitute
"total disability." In the case of maternity coverage, when a Participant is
eligible for such coverage and when not covered by a succeeding carrier, a
reasonable period of

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extension of benefits shall be granted. The extension of benefits shall be only
for the period of pregnancy and shall not be based on total disability.

3-10 Participant Certificates and Handbooks

INSURER will issue Participant certificates, identification cards, provider
network listings and handbooks to all FHKC designated Participants within five
(5) business days of receipt of an eligibility tape. Except as specifically
provided in Sections 3-8 and 3-12 hereof, all Participant rights and benefits
shall terminate upon termination of this Agreement or upon termination of
participation in the Program. All Participant handbooks and member materials
must be approved by FHKC prior to distribution.

3-11 Refusal of Coverage

INSURER shall not refuse to provide coverage to any Participant on the basis of
past or present health status.

3-12 Extended Coverage

With regards to those Participants who have been terminated pursuant to Section
3-7 A, INSURER agrees to offer individual coverage to all Participants without
regard to health condition or status.

3-13 Grievances and Complaints

INSURER agrees to provide all FHKC Participants a Grievance Process. The
grievance and complaint procedures shall be governed by any applicable federal
and state laws and regulations issued for SCHIP, and the following additional
rules and guidelines also apply:

     A.   There must be sufficient support staff (clerical and professional)
          available to process grievances.

     B.   Staff must be educated concerning the importance of the procedure and
          the rights of the Enrollee.

     C.   Someone with problem solving authority must be part of the grievance
          procedure.

     D.   In order to initiate the grievance process, such grievance must be
          filed in writing.

     E.   The parties will provide assistance to grievant during the grievance
          process to the extent FHKC deems necessary.

     F.   Grievances shall be resolved within sixty (60) days from initial
          filing by the Participant, unless information must be collected from
          providers located outside the authorized service area or from
          non-contract providers. In such exceptions, an additional extension
          shall be authorized upon establishing good cause.

     G.   A record of informal complaints received that are not grievances shall
          be maintained and shall include the date, name, nature of the
          complaint and the disposition.

     H.   The grievance procedures must conform to the federal regulations
          governing the State Children's Health Insurance Program (SCHIP).

     I.   A quarterly report of all grievances involving FHKC Participants must
          be submitted to FHKC. The report shall list the number of grievances
          received during the quarter and the

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          disposition of those grievances. INSURER shall also inform FHKC of any
          grievances that are referred to the Statewide Subscriber Assistance
          Panel or its successor(s) prior to their presentation at the panel.

     J.   The INSURER shall provide FHKC with its current grievance process for
          FHKC Participants upon execution of this Agreement and then annually
          thereafter. Additionally, INSURER shall provide FHKC with advance
          notice of any subsequent changes to the process. Such changes must be
          reviewed and approved by FHKC prior to implementation.

3-14 Claims Payment

INSURER will pay any claims from its offices located at 4425 Corporation Lane,
Virginia Beach, Virginia 23462 (or any other designated claims office located in
its service area). INSURER will pay clean claims filed within thirty (30)
working days or request additional information of the claimant necessary to
process the claim.

3-15 Notification Requirements

     A.   INSURER shall immediately notify FHKC in writing of:

          1.   Any judgment, decree, or order rendered by any court of any
               jurisdiction or Florida Administrative Agency enjoining INSURER
               from the sale or provision of service under Chapter 641, Part II,
               Florida Statutes.

          3.   Any petition by INSURER in bankruptcy or for approval of a plan
               of reorganization or arrangement under the Bankruptcy Act or
               Chapter 631, Part I, Florida Statutes, or an admission seeking
               the relief provided therein.

          5.   Any petition or order of rehabilitation or liquidation as
               provided in Chapters 631 or 641, Florida Statutes.

          7.   Any order revoking the INSURER'S Certificate of Authority.

          8.   Any administrative action taken by the Department of Financial
               Services or Office of Insurance Regulation_or the Agency for
               Health Care Administration in regard to INSURER.

          10.  Any medical malpractice action filed in a court of law in which a
               FHKC Participant is a party (or in whose behalf a Participant's
               allegations are to be litigated).

          12.  The filing of an application for change of ownership with the
               Florida Department of Financial Services or Office of Insurance
               Regulation.

          14.  Any change in subcontractors who are providing services to FHKC
               Participants in accordance with the provisions of Section 3-31 of
               this Agreement.

          16.  Any pending litigation or commencement of legal action involving
               the INSURER in which liability for or the INSURER' s obligation
               to pay could exceed 10% of the INSURER's surplus.

     B.   Monthly Notification Requirements

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          INSURER shall inform FHKC monthly of any changes to the provider
          network that differ from the network presented in the original bid
          proposal, including discontinuation of any primary care providers or
          physician practice associations or groups with Healthy Kids Enrollees
          on its panels. FHKC may require INSURER to provide FHKC with evidence
          that its provider network continues to meet the appointment and access
          standards described in Exhibit E.

3-16 Rates

The rate charged for provision of Comprehensive Health Care Services shall be as
stated in Exhibit A.

3-17 Rate Modification

          Annual Adjustment

          Upon request by INSURER, the Board of Directors of FHKC may approve an
          adjustment to the premium effective only on October 1s' of each
          contract year; however each adjustment request must meet the following
          minimum conditions:

          A.   Any request to adjust the premium must be received by the
               preceding April 1;

          C.   The request for an adjustment must be accompanied by a supporting
               actuarial memorandum; and

          E.   The proposed premium shall not be excessive or inadequate in
               accordance with the standards established by the Department of
               Financial Services or the Office of Insurance Regulation for such
               determination.

     II.  Rate Adjustment Denials

          In the event that the INSURER's rate adjustment is denied by the Board
          of Directors of FHKC, the INSURER may request that an independent
          actuary be retained to determine whether or not the proposed rate is
          excessive or inadequate.

          A.   Any request for a review of a denied rate must be submitted by
               the INSURER to FHKC in writing within fourteen (14) calendar days
               of the date of the board meeting in which the Board of Directors
               denied the rate request.

          B.   The INSURER must provide FHKC with a list of three (3) qualified
               independent actuaries and also provide the curriculum vitae for
               each proposed actuary. FHKC shall select an actuary from the list
               provided by the INSURER no later than fourteen (14) calendar days
               following receipt of the information from INSURER.

          C.   The actuary's findings must be in writing and communicated to
               both FHKC and the INSURER within thirty (30) days after execution
               of the Letter of the Engagement by all parties.

          D.   The effective date of the actuary's determination shall be
               October 1st or the first of the month following the receipt of
               the actuary's findings, whichever occurs later.

          E.   The cost for such review will be split between FHKC and INSURER.

          F.   The decision of the independent actuary will be binding on FHKC
               and INSURER.

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3-18 Conditions of Services

Services shall be provided by INSURER under the following conditions:

     A.   Appointment. Participants shall first contact their assigned primary
          care physician for an appointment in order to receive non-emergency
          health services.

     C.   Provision of Services. Services shall be provided and paid for by
          INSURER only when INSURER performs, prescribes, arranges or authorizes
          the services. Services are available only from and under the direction
          of INSURER and neither INSURER nor INSURER physicians shall have any
          liability or obligation whatsoever on account of any service or
          benefit sought or received by any member from any other physician or
          other person, institution or organization, unless prior special
          arrangements are made by INSURER and confirmed in writing except as
          provided for in Section 3-2.

     E.   Hospitalization. INSURER does not guarantee the admission of a
          Participant to any specific hospital or other facility or the
          availability of any accommodations or services therein. Inpatient
          Hospital Service is subject to all rules and regulations of the
          hospital or other medical facility to which the Participant is
          admitted.

     G.   Emergency Services. Exceptions to Section 3-18 A, B and C are services
          which are needed immediately for treatment of an injury or sudden
          illness wherein delay means risk of permanent damage to the
          Participant's health. INSURER shall provide and pay for emergency
          services both inside and outside the service area.

3-19 Medical Records Requirements

INSURER shall require providers to maintain medical records for each Participant
under this Agreement in accordance with applicable state and federal law.

     3-19-1 Medical Quality Review and Audit

          FHKC shall conduct an independent medical quality review of INSURER
          during this Agreement term. The independent auditor's report will
          include a written review and evaluation of care provided to FHKC
          Participants in the county. Additional reviews also may be conducted
          after completion of the baseline review at the discretion of FHKC.
          INSURER agrees to cooperate in all evaluation efforts conducted or
          authorized by FHKC.

     3-19-2 Privacy of Medical Records

          INSURER will ensure that all individual medical records will be
          maintained with confidentiality in accordance with state and federal
          guidelines. INSURER agrees to abide by all applicable state and
          federal laws governing the confidentiality of minors and the privacy
          of individually identifiable health information. INSURER' s policies
          and procedures for handling medical records and protected health
          information (PHI) shall be compliant with the Health Insurance
          Portability and Accountability Act of 1996 (HIPAA) and shall include
          provisions for when an Enrollee's PHI may be disclosed without consent
          or authorization.

     3-19-3 Requests by Participants for Medical Records

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          INSURER will ensure that each Participant may request and receive a
          copy of records and information pertaining to that Enrollee in a
          timely manner. Additionally, the Participant may request that such
          records be corrected or supplemented.

3-20 Quality Enhancement (Assurance)

The INSURER shall have a quality enhancement program. If the INSURER has an
existing program, it must satisfy FHKC's quality enhancement standards. Approval
will be based on the INSURER's adherence to the minimum standards listed below.

     3-20-1 Quality Enhancement Authority. The plan shall have a quality
          enhancement review authority that shall:

          (a)  Direct and review all quality enhancement activities.

          (b)  Assure that quality enhancement activities take place in all
               areas of the plan.

          (c)  Review and suggest new or improved quality enhancement
               activities.

          (d)  Direct task forces/committees in the review of focused concern.

          (e)  Designate evaluation and study design procedures.

          (f)  Publicize findings to appropriate staff and departments within
               the plan.

          (g)  Report findings and recommendations to the appropriate executive
               authority.

          (h)  Direct and analyze periodic reviews of Enrollees' service
               utilization patterns.

     3-20-2 Quality Enhancement Staff. The plan shall provide for quality
          enhancement staff which has the responsibility of:

          (a)  Working with personnel in each clinical and administrative
               department to identify problems related to quality of care for
               all covered professional services.

          (c)  Prioritizing problem areas for resolution and designing
               strategies for change.

          (d)  Implementing improvement activities and measuring success.

          (e)  Providing outcome of any Quality Enhancement activities involving
               children 5-19 years of age to FHKC.

     3-20-3 Peer Review Authority. The plan's quality enhancement program shall
          have a peer review component and a Peer Review Authority.

          Scope of Activities

          (a)  The review of the practice methods and patterns of individual
               physicians and other health care professionals.

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          (b)  The ability and responsibility to evaluate the appropriateness of
               care rendered by professionals.

          (d)  The authority to implement corrective action when deemed
               necessary.

          (f)  The responsibility to develop policy recommendations to maintain
               or enhance the quality of care provided to plan Participants.

          (h)  A review process which includes the appropriateness of diagnosis
               and subsequent treatment, maintenance of medical record
               requirements, adherence to standards generally accepted by
               professional group peers, and the process and outcome of care.

          (f)  The maintenance of written minutes of the meetings and provision
               of reports to FHKC of any activities related to FHKC
               Participants.

          (g)  Peer review must include examination of morbidity and mortality.

     3-20-4 Referrals To Peer Review Authority

          (a)  All written and/or oral allegations of inappropriate or aberrant
               service must be referred to the Peer Review Authority.

          (c)  Recipients and staff must be advised of the role of the Peer
               Review Authority and the process to advise the Authority of
               situations or problems.

          (e)  All grievances related to medical treatment must be presented to
               the Authority for examination and when a FHKC Participant is
               involved, the outcome of the grievance resolution reported to
               FHKC.

3-21 Availability of Records

INSURER shall make all records available at its own expense for review, audit,
or evaluation by authorized federal, state and FHKC personnel. The location will
be determined by INSURER subject to approval of FHKC. Access will be during
normal business hours and will be either through on-site review of records or
through the mail.

Copies of all records will be sent to FHKC by certified mail within seven (7)
working days of request. It is FHKC's responsibility to obtain sufficient
authority, as provided for by applicable statute or requirement, to provide for
the release of any patient specific information or records requested by FHKC,
state or federal agencies.

3-22 Audits

     3-22-1 Accessibility of Records

          INSURER shall maintain books, records, documents, and other evidence
          pertaining to the administrative costs and expenses of this Agreement.
          These records, books, documents, and any related financial
          transactions shall be available for review by authorized federal,
          state and FHKC personnel during the Agreement period and for up to
          five (5) years thereafter, except if an audit is in progress or audit
          findings are yet unresolved in which case records shall be kept until
          all tasks are completed. Such terms and conditions shall

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          also be required of any subcontractors who perform any duties under
          this Agreement. INSURER will ensure that such terms are included in
          any subcontracts or other agreements with affiliated entities that may
          perform duties or provide services under this Agreement on the
          INSURER's behalf.

          During the Agreement period, these records shall be available at
          INSURER' s offices at all reasonable times. After the Agreement period
          and for five (5) years following, the records shall be available upon
          reasonable notice at the INSURER's chosen location subject to the
          approval of FHKC. If the records need to be sent to FHKC, INSURER
          shall bear the expense of delivery. Prior approval of the disposition
          of INSURER and subcontractor records must be requested and approved if
          the contract or subcontract is continuous.

          This Agreement is subject to unilateral cancellation by FHKC if
          INSURER refuses to allow such public access or fails to ensure such
          access to the records of its subcontractors or affiliates who may
          perform duties or services under this Agreement.

     3-22-2 Financial Audit

          Upon reasonable notice by FHKC, INSURER shall permit an independent
          audit by FHKC of its financial condition or performance standard in
          accordance with the provisions of this Agreement and the Florida
          Insurance Code and regulations adopted thereunder.

          Additionally, INSURER agrees annually to provide an audited financial
          statement to FHKC by July 1 of each year for the INSURER' s preceding
          fiscal year.

     3-22-3 Post-Agreement Audit

          INSURER shall cooperate with any post-Agreement audits conducted by
          FHKC, an independent entity under contract with FHKC or any other
          appropriate state or federal regulatory authority. Such audits shall
          include a review of the INSURER's administrative costs and expenses
          with regard to the Program and Program funds. This provision shall
          also be included in any agreement between INSURER and its
          subcontractors or affiliates in order to ensure access to any related
          financial transactions with regard to the Program or Program funds.

          In addition, INSURER agrees to the following:

          INSURER agrees to retain and make available upon request to FHKC, any
          entity contracted with FHKC or a state or federal regulatory agency,
          all books, documents and records necessary to verify the nature and
          extent of the costs of the services provided under this Agreement, and
          that such records will be retained and held available by INSURER for
          such inspection until the expiration of five (5) years after the
          services are furnished under this Agreement.

          If, pursuant to this Agreement and if IN SURER's duties and
          obligations are to be carried out by an individual or entity
          subcontracting with INSURER and that subcontractor, to a significant
          extent, owns or is owned by or has control of or is controlled by
          INSURER, each subcontractor shall itself be subject to the access
          requirement and INSURER hereby agrees to require such subcontractors
          to meet the access requirement both during and after the Agreement
          term.

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          INSURER understands that any request for access must be in writing and
          contain reasonable identification of the documents, along with a
          statement as to the reason that the appropriateness of the costs or
          value of the services in question cannot be adequately or efficiently
          determined without access to its books or records. INSURER agrees that
          it will notify FHKC in writing within ten (10) days upon receipt of a
          request for access.

     3-22-4 Accessibility for Monitoring

          INSURER shall make available to all authorized federal, state and FHKC
          personnel, records, books, documents, and other evidence pertaining to
          this Agreement as well as appropriate personnel for the purpose of
          monitoring under this Agreement. The monitoring shall occur
          periodically during this Agreement period.

          INSURER also agrees to cooperate in any evaluative efforts conducted
          by FHKC or an authorized subcontractor of FHKC both during and after
          the term of this Agreement for a period up to five (5) years.

3-23 Indemnification

INSURER agrees to indemnify and hold harmless FHKC from any losses resulting
from negligent, dishonest, fraudulent or criminal acts of INSURER, its officers,
its directors, or its employees, whether acting alone or in collusion with
others.

INSURER shall indemnify, defend, and hold FHKC and its officers, employees and
agents harmless from all claims, suits, judgments or damages, including court
costs and attorney fees, arising out of any negligent or intentional torts by
INSURER.

INSURER shall hold all enrolled Participants harmless from all claims for
payment of covered services, except Co-Payments, including court costs and
attorney fees arising out of or in the course of this Agreement pertaining to
covered services. In no case will FHKC or Program Participants be liable for any
debts of the INSURER.

INSURER agrees to indemnify, defend, and save harmless FHKC, its officers,
agents, and employees from:

     A.   Any claims or losses attributable to a service rendered by any
          subcontractor, person, or firm performing or supplying services,
          materials, or supplies in connection with the performance of this
          Agreement regardless of whether FHKC knew or should have known of such
          improper service, performance, materials or supplies.

     C.   Any failure of INSURER, its officers, employees, or subcontractors to
          observe Florida law, including but not limited to labor laws and
          minimum wage laws, regardless of whether FHKC knew or should have
          known of such failure.

With respect to the rights of indemnification given herein, INSURER agrees to
provide to FHKC, if known to INSURER, timely written notice of any loss or claim
and the opportunity to mitigate, defend and settle such loss or claim as a
condition of indemnification. With respect to the rights of indemnification
given herein, FHKC agrees to provide to INSURER, if known to FHKC, timely
written notice of any loss or claim and the opportunity to mitigate, defend and
settle such loss or claim as a condition to indemnification

3-24 Confidentiality of Information

INSURER shall treat all information, and in particular information relating to
Participants that is obtained by or

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through its performance under this Agreement, as confidential information to the
extent confidential treatment is provided under state and federal laws. INSURER
shall not use any information so obtained in any manner except as necessary for
the proper discharge of its obligations and to secure its rights under this
Agreement.

All information as to personal facts and circumstances concerning Participants
obtained by INSURER shall be treated as privileged communications, shall be held
confidential, and shall not be divulged without the written consent of FHKC, the
Participant's parent or guardian or the Participant, provided that nothing
stated herein shall prohibit the disclosure of information in summary,
statistical, or other form which does not identify particular individuals. The
use or disclosure of information concerning Participants will be limited to
purposes directly connected with the administration of this Agreement. It is
expressly understood that substantial evidence of INSURER's refusal to comply
with this provision shall constitute a breach of this Agreement.

3-25 Insurance

INSURER shall not commit any work in connection with this Agreement until it has
obtained all types and levels of insurance required and approved by appropriate
state regulatory agencies. The insurance includes but is not limited to workers'
compensation, liability, fire insurance, and property insurance. Upon request,
FHKC shall be provided proof of coverage of insurance by a certificate of
insurance accompanying the contract documents.

FHKC shall be exempt from and in no way liable for any sums of money that may
represent a deductible in any insurance policy. The payment of such a deductible
shall be the sole responsibility of INSURER and/or subcontractor holding such
insurance. The same holds true of any premiums paid on any insurance policy
pursuant to this Agreement. Failure to provide proof of coverage may result in
this Agreement being terminated.

3-26 Lobbying Disclosure

INSURER shall comply with applicable state and federal requirements for the
disclosure of information regarding lobbying activities of the firm,
subcontractors or any authorized agent. Certification forms shall be filed by
INSURER certifying that no state or federal funds have been or will be used in
lobbying activities, and the disclosure forms shall be used by INSURER to
disclose lobbying activities in connection with the program that have been or
will be paid with non-federal funds.

3-27 Reporting Requirements

INSURER agrees to provide on a timely basis the quarterly statistical reports
detailed in Exhibit G to FHKC that FHKC must have to satisfy reporting
requirements. INSURER also agrees to attest to the accuracy, completeness and
truthfulness of claims and payment data that are submitted to FHKC under penalty
of perjury. Access to Participant claims data by FHKC, the State of Florida, the
federal Centers for Medicare and Medicaid Services, and the Department of Health
and Human Services Inspector General will be allowed to the extent allowed under
any state privacy protections.

Failure to provide the reports required under Exhibit G may be cause for
termination under Section 4-13(A) of this Agreement.

3-28 Participant Liability

INSURER hereby agrees that no FHKC Participant shall be liable to INSURER or any
INSURER network providers for any services covered by FHKC under this Agreement.
Neither INSURER nor any representative of INSURER shall collect or attempt to
collect from an FHKC Participant any money for services covered by the Program
and neither INSURER nor representatives of INSURER may maintain any action at
law against a FHKC Participant to collect money owed to INSURER by FHKC. FHKC
Participants shall not be liable to INSURER for any services covered by the
Participant's contract with FHKC. This provision shall not prohibit collection
of

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Co-Payments made in accordance with the terms of this Agreement, nor shall this
provision prohibit collection for services not covered by the contract between
FHKC and the Participants.

3-29 Protection of Proprietary Information

INSURER and FHKC mutually agree to maintain the integrity of all proprietary
information, including but not limited to membership lists, including names,
addresses and telephone numbers to the extent provided under state law. However,
INSURER understands that FHKC may be subject to the Florida Public Records Act,
(Section 119.07, Florida Statutes) and all such information may be considered a
public record and open to inspection. To the extent permitted under state law,
neither party will disclose or allow to disclose proprietary information, by any
means, to any person without the prior written approval of the other party. All
proprietary information will be so designated.

This requirement does not extend to routine reports and membership disclosure
necessary for efficient management of the Program.

3-30 Regulatory Filings

INSURER will forward all regulatory filings, (i.e., documents, forms and rates)
relating to this Agreement to FHKC for its review and approval. Once such
regulatory filings are approved, FHKC will submit them to the Department of
Financial Services on INSURER's behalf.

3-31 Use of Subcontractors or Affiliates

The INSURER may contract with subcontractors or affiliates to deliver services
to Participants under this Agreement subject to the following conditions:

     A. INSURER identified the subcontractor or affiliate in its response to the
FHKC's Request for Proposals for the counties covered by this Agreement;

     B. INSURER has provided FHKC with a copy of the current contract or other
written agreement for services between the INSURER and the subcontractor or
affiliate and FHKC has approved the participation of the subcontractor or
affiliate and the agreement;

     C. INSURER's Agreement with the subcontractor or affiliate fully complies
with all terms and conditions of the Agreement between the INSURER and FHKC;

     D. INSURER agrees to notify FHKC in advance of the termination of any
subcontractor or affiliate under this Agreement;

     E. INSURER shall provide FHKC with advance notice of the INSURER's
intention to contract with any new subcontractors and affiliates for services
covered under this Agreement and shall forward for FHKC review and approval any
agreement for services with the proposed subcontractors or affiliates;

     F. INSURER shall provide FHKC with copies of any amendments or revisions to
previously approved agreements and FHKC shall have the right to withhold its
approval of any such amendments; and,

     G. INSURER agrees to provide FHKC with an annual report of all
subcontractors or affiliates that performed services under this Agreement by
April V of each year for the most recently concluded calendar year which shall
include a copy of all written, executed contracts with all subcontractors and
affiliates.

All agreements between INSURER and its subcontractors or affiliates to provide
services to Participants under this Agreement shall be reduced to writing and
shall be executed by both parties. All such agreements shall also be available
to FHKC within seven (7) days of a request for production.

Failure of INSURER to comply with the provisions of this Section may be
considered as grounds for the termination of this Agreement under Section 4-13
at the discretion of FHKC.

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SECTION 4 TERMS AND CONDITIONS

4-1  Effective Date

This Agreement shall be effective on the first (1 st) day of October 2005 and
shall remain in effect through September 30, 2006.

4-2  Multiple Year Agreement

Parties hereto agree this is a "Multiple Year Agreement," meaning this Agreement
which is effective as of October 1, 2005 shall extend through September 30, 2006
and shall thereafter be renewed automatically for no more than two (2)
successive one (1) year periods. Either party may elect not to renew this
Agreement and in that event shall give written notice to said effect to the
other party at least one hundred-twenty (120) days prior to the expiration of
the then current term.

4-3  Entire Understanding

This Agreement embodies the entire understanding of the parties in relationship
to the subject matter hereof. No other agreement, understanding or
representation, verbal or otherwise, relative to the subject matter hereof
exists between the parties at the time of execution of this Agreement.

This Agreement supersedes all prior Agreements between the parties.

4-4  Relation to Other Laws

     4-4-1 Health Insurance Portability and Accountability Act (HIPAA)

          Coverage offered under this Agreement is considered creditable
          coverage for the purposes of part 7 of subtitle B of title II of
          ERISA, title XXVII of the Public Health Services Act and subtitle K of
          the Internal Revenue Code of 1986. INSURER is responsible for issuing
          a certificate of creditable coverage to those FHKC Participants who
          disenroll from the Program.

          Additionally, INSURER agrees to comply with all other applicable
          provisions of the HIPAA, and will certify compliance under Exhibit J.

     4-4-2 Mental Health Parity Act (MHPA)

          INSURER agrees to comply with the requirements of the Mental Health
          Parity Act of 1996 regarding parity in the application of annual and
          lifetime dollar limits to mental health benefits in accordance with 45
          CFR 146.136.

     4-4-3 Newborns and Mothers Health Protection Act of 1996 (NMHPA)

          INSURER agrees to comply with the requirements of the NMHPA of 1996
          regarding requirements for minimum hospital stays for mothers and
          newborns in accordance with 45 CFR 146.130 and 148.170.

4-5  Independent Contractor

The relationship of INSURER to FHKC shall be solely that of an independent
contractor. As an independent contractor, INSURER agrees to comply with the
following provisions:

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          a.   Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C.
               2000d et seq., which prohibits discrimination on the basis of
               race, color, or national origin.

          b.   Section 504 of the Rehabilitation Act of 1973, as amended, 29
               U.S.C. 794, which prohibits discrimination on the basis of
               handicap.

               Title IX of the Education Amendments of 1972, as amended 29
               U.S.C. 601 et seq., which prohibits discrimination on the basis
               of sex.

          d.   The Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101 et
               seq., which prohibits discrimination on the basis of age.

          e.   Section 654 of the Omnibus Budget Reconciliation Act of 1981, as
               amended, 42 U.S.C. 9848, which prohibits discrimination on the
               basis of race, creed, color, national origin, sex, handicap,
               political affiliation or beliefs.

          f.   The Americans with Disabilities Act of 1990, P.L. 101-336, which
               prohibits discrimination on the basis of disability and requires
               reasonable accommodation for persons with disabilities.

          g.   Section 274A (e) of the Immigration and Nationalization Act, FHKC
               shall consider the employment by any contractor of unauthorized
               aliens a violation of this Act. Such violation shall be cause for
               unilateral cancellation of this Agreement.

          h.   OMB Circular A-110 (Appendix A-4) which identifies procurement
               procedures which conform to applicable federal law and
               regulations with regard to debarment, suspension, ineligibility,
               and involuntary exclusion of contracts and subcontracts and as
               contained in Exhibit I of this Agreement. Covered transactions
               include procurement contracts for services equal to or in excess
               of $100,000 and all non-procurement transactions.

          i.   The federal regulations implementing the State Children's Health
               Insurance Program (SCHIP) as found in 42 CFR Parts 431, 433,
               435,436 and 457 and any subsequent revisions to the regulation.

4-6  Assignment

This Agreement may not be assigned by INSURER without the express prior written
consent of FHKC. Any purported assignment shall be deemed null and void.

This Agreement and the monies that may become due hereunder are not assignable
by INSURER except with the prior written approval of FHKC.

4-7  Notice

Notice required or permitted under this Agreement shall be directed as follows:

          For INSURER:
          DON GILMORE
          CHIEF EXECUTIVE OFFICER

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          AMERIGROUP FLORIDA, INC. 4425
          CORPORATION LANE VIRGINIA
          BEACH, VIRGINIA 23462

          For FHKC:
          EXECUTIVE DIRECTOR
          FLORIDA HEALTHY KIDS CORPORATION
          POST OFFICE BOX 980
          TALLAHASSEE, FL 32302

          or to such other place or person as written notice thereof may be
          given to the other party.

4-8  Amendment

Not withstanding anything to the contrary contained herein, this Agreement may
be amended by mutual written consent of the parties at any time.

4-9  Governing Law

This Agreement shall be construed and governed in accordance with the laws of
the State of Florida. In the event any action is brought to enforce the
provisions of this Agreement, venue shall be in Leon County, Florida.

4-10 Agreement Variation

If any provision of this Agreement (including items incorporated by reference)
is declared or found to be illegal, unenforceable, or void, then both FHKC and
INSURER shall be relieved of all obligations arising under such provisions. If
the remainder of this Agreement is capable of performance, it shall not be
affected by such declaration or finding and shall be fully performed. In
addition, if the laws or regulations governing this Agreement should be amended
or judicially interpreted so as to render the fulfillment of the Agreement
impossible or economically infeasible, both FHKC and INSURER will be discharged
from further obligations created under the terms of this Agreement.

4-11 Attorney Fees

In the event that either party deems it necessary to take legal action to
enforce any provision of this Agreement, the court or hearing officer, in his
discretion, may award costs and attorney fees to the prevailing party. Legal
actions are defined to include administrative proceedings.

4-12 Representatives

Each party shall designate a representative serving as the day-to-day management
of FHKC Health Insurance Plan, helping to resolve services questions, assuring
proper arbitration in the event of a dispute, as well as responding to general
administrative and procedural problems. These individuals will be the principal
points of contact for all inquiries unless the designated representatives
specifically refer the inquiry to another party within their respective
organizations.

4-13 Termination

     A.   Termination for Cause

     FHKC shall have the absolute right to terminate for cause this Agreement,
     and all obligations

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     contained hereunder. Cause shall be defined as "any material breach of
     INSURER's responsibilities as set forth herein, which cannot be cured by
     INSURER within 30 days from the date of written notice from FHKC but, if
     the default condition cannot be cured within the 30 days, INSURER may, if
     it has commenced reasonable efforts to correct the condition within that 30
     day period, have up to 90 days to complete the required cure." Nothing in
     this Agreement shall extend this 90 day period except the mutual consent of
     the parties hereto.

     INSURER shall have the absolute right to terminate for cause this
     Agreement, and all obligations contained hereunder. Cause shall be defined
     as "any material breach of FHKC's responsibilities as set forth herein,
     which cannot be cured by FHKC within 30 days from the date of written
     notice from INSURER but, if the default condition cannot be cured within
     the 30 days, FHKC may, if it has commenced reasonable efforts to correct
     the condition within that 30 day period, have up to 90 days to complete the
     required cure." Nothing in this Agreement shall extend this 90 day period
     except the mutual consent of the parties hereto.

     B.   Change of Controlling Interest

     FHKC shall have the absolute right to elect to continue or terminate this
     Agreement, at its sole discretion, in the event of a change in the
     ownership or controlling interest of INSURER. INSURER shall provide notice
     of regulatory agency approval prior to any transfer or change in control,
     and FHKC shall have ten (10) days thereafter to elect continuation or
     termination of this Agreement.

     C.   Lack of Funding

     FHKC shall the absolute right to terminate this Agreement should state,
     federal or other funds for the Program be reduced or terminated such that
     the Program cannot be sustained at the sole discretion of FHKC. Should FHKC
     elect to terminate this Agreement, FHKC shall provide the INSURER a written
     notice of termination and include a termination date of not less than
     thirty (30) days from the date of the notice.

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                                  Page 25 of 43
<PAGE>
     4-14 Contingency

     This Agreement and all obligations created hereunder, are subject to
     continuation and approval of funding of FHKC by the appropriate state and
     federal or local agencies.

     IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
     16 day of, 2005.

                                        AMERIGROUP FLORIDA, INC.


                                        BY: 8(5),

Witness                                 Name. dAt
                                        Title CEO


                                        FLORIDA HEALTHY KIDS CORPORATION


                                        BY:

fitness                                 Rose M. Naff
                                        Executive Director

AMERIGROUP FLORIDA, INC.                         Effective Date: October 1, 2005


                                  Page 26 of 43
<PAGE>
EXHIBIT A

                            HEALTH SERVICES AGREEMENT

1.   Premium Rate

     The Comprehensive Health Care Services premium for Participants in the
     Florida Healthy Kids Health Insurance Program for the coverage period
     October 1, 2005 through September 30, 2006 shall be:

<TABLE>
<S>                    <C>
Broward County:        $83.47 per Participant per month
Miami-Dade County:     $83.47 per Participant per month
Hillsborough County:   $72.78 per Participant per month
Orange County:         $70.64 per Participant per month
Palm Beach County:     $83.47 per Participant per month
Pasco County:          $62.23 per Participant per month
Polk County:           $68.18 per Participant per month
Pinellas County:       $75.86 per Participant per month
</TABLE>

II.  Additional Requirements for Premium Rates

     The rate listed in Paragraph I of this Exhibit also incorporates the
     following requirements:

     A.   Minimum Medical Loss Ratio The minimum medical loss ratio shall be
          eighty-five percent (85%).

     B.   Maximum Administrative Component The maximum administrative cost for
          the premium listed in Section I of this Exhibit shall not exceed
          fifteen percent (15%).

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                                  Page 27 of 43
<PAGE>
EXHIBIT B

                              ENROLLMENT PROCEDURES

     All FHKC eligible Participants will be provided with necessary enrollment
     materials and forms from FHKC or its assignee.

2.   FHKC will provide INSURER with eligible Participants who have selected
     INSURER or who have been assigned by FHKC to INSURER according to the
     provisions of Section 2-1 via an enrollment report in a format mutually
     agreed upon by the Parties.

3.   Upon receipt of each enrollment report, INSURER acting as an agent for
     FHKC, shall provide each Participant with an enrollment package within five
     (5) business days of receipt of an enrollment report. The enrollment packet
     shall include, at a minimum, the following items:

     A.   A membership card displaying Participant's name, participation number
          and effective date of coverage.

     B.   A Participant's handbook that complies with any federal requirements
          and has been approved by FHKC, including, at a minimum, a description
          of how to access services, a listing of the benefits and any
          co-payment requirements for those benefits, the INSURER's grievance
          process, INSURER's customer services contact information and the
          rights and responsibilities for both the Participant and INSURER.

     C.   A current listing of all primary care physicians, specialists, other
          ancillary providers and hospitals available to the Participant and
          also identifies the location of the provider's offices, any age
          restrictions and contact information for each provider.

4.   Upon receipt of the monthly enrollment files from FHKC, INSURER will
     process all enrollments and provide new Participants with an. enrollment
     package as described above within five (5) business days of receipt of each
     enrollment report.

5.   Deletions will be processed by INSURER and INSURER will notify each
     cancelled Participant in writing by regular mail of the effective date of
     the cancellation within five (5) business days of receipt of the enrollment
     data.

6.   In accordance with state law, a minimum waiting period of sixty (60) days
     will be imposed on those Participants who voluntarily cancel their coverage
     by non-payment of the required monthly premium. Cancelled Participants must
     request reinstatement from FHKC and wait at least sixty (60) days from the
     date of that request before coverage can be reinstated.

     FHKC is the sole determiner of eligibility and effective dates of coverage.

     INSURER must also comply with the guidance issued by the Office of Civil
     Rights of the United States Department of Health and Human Services
     ("Policy Guidance on the Title VI Prohibition against National Origin
     Discrimination as it Effects Persons with Limited English Proficiency")
     regarding the availability of information and assistance for persons with
     limited English proficiency.

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                                 Page 28 fo 43
<PAGE>
EXHIBIT C

                            ENROLLEE BENEFIT SCHEDULE

I.   Minimum Benefits; Statutory Requirements

     INSURER agrees to provide, at a minimum, those benefits that are prescribed
     by state law under Section 409.815(2)(a-p). INSURER shall pay an Enrollee's
     covered expenses up to a lifetime maximum of $1 million per covered
     Enrollee.

     The following health care benefits are included under this Agreement:

<TABLE>
<CAPTION>
BENEFIT                                                      LIMITATIONS                           CO-PAYMENTS
---------------------------------   ------------------------------------------------------------   --------------------
<S>                                 <C>                                                            <C>
A. Inpatient Services               All admissions must be authorized by INSURER.                  NONE

All covered services provided for   The length of the patient stay shall be determined based on
the medical care and treatment of   the medical condition of the Enrollee in relation to the
an Enrollee who is admitted as an   necessary and appropriate level of care.
inpatient to a hospital licensed
under part I of Chapter 395.        Room and board may be limited to semi-private
                                    accommodations, unless a private room is considered
Covered services include:           medically necessary or semi-private accommodations are not
physician's services; room and      available.
board; general nursing care;
patient meals; use of operating     Private duty nursing limited to circumstances where such
room and related facilities; use    care is medically necessary.
of intensive care unit and
services; radiological,             Admissions for rehabilitation and physical therapy are
laboratory and other diagnostic     limited to 15 days per contract year.
tests; drugs; medications;
biologicals; anesthesia and         Shall Not Include Experimental or Investigational Procedures
oxygen services; special duty       as defined as a drug, biological product, device, medical
nursing; radiation and              treatment or procedure that meets any one of the following
chemotherapy; respiratory           criteria, as determined by INSURER.
therapy; administration of whole
blood plasma; physical, speech      1. Reliable evidence shows the drug, biological product,
and occupational therapy;           device, medical treatment, or procedure when applied to the
medically necessary services of     circumstances of a particular patient, is the subject of
other health professionals.         ongoing phase I, II or III clinical trials or

                                    2. Reliable evidence shows the drug, biological product,
                                    device, medical treatment or procedure when applied to the
                                    circumstances of a particular patient, is under study with a
                                    written protocol to determine maximum tolerated dose,
                                    toxicity, safety, efficacy, or efficacy in comparison to
                                    conventional alternatives, or

                                    3. Reliable evidence shows the drug, biological product,
                                    device, medical treatment, or procedure is being delivered
                                    or should be delivered subject to the approval and
                                    supervision of an Institutional Review Board (IRB) as
                                    required and defined by federal regulations, particularly
                                    those of the U.S. Food and Drug Administration or the
                                    Department of Health and Human Services.
</TABLE>

AMERIGROUP FLORIDA, INC.                         Effective Date: October 1, 2005


                                  Page 29 of 43
<PAGE>
<TABLE>
<CAPTION>
BENEFIT                                                      LIMITATIONS                           CO-PAYMENTS
---------------------------------   ------------------------------------------------------------   --------------------
<S>                                 <C>                                                            <C>
B. Emergency Services               Must use an INSURER designated facility or provider for        $10 per visit
                                    emergency care unless the time to reach such facilities or     waived if admitted
Covered services include visits     providers would mean the risk of permanent damage to           or authorized by
to an emergency room or other       patient's health.                                              primary care
licensed facility, if needed                                                                       physician.
immediately, due to an injury       INSURER must also comply with the provisions of s.
or illness and delay means risk     641.513, Florida Statutes.
of permanent damage to the
Enrollee's health.

C. Maternity Services and Newborn   Infant is covered for up to three (3) days following           NONE
Care                                birth or until the infant is transferred to another
                                    medical facility, whichever occurs first.
Covered services include
maternity and newborn care;         Coverage may be limited to the fee for vaginal deliveries.
prenatal and postnatal care;
initial inpatient care of
adolescent Participants,
including nursery charges and
initial pediatric or neonatal
examination.

D. Organ Transplantation Services   Coverage is available for transplants and medically related    NONE
                                    services if deemed necessary and appropriate within the
Covered services include            guidelines set by the Organ Transplant Advisory Council or
pretransplant, transplant and       the Bone Marrow Transplant Advisory Council.
postdischarge services and
treatment of complications after
transplantation.

E. Outpatient Services              Services must be provided directly by INSURER or               No Co-Payment for
                                    through pre-approved referrals.                                well- child care,
Preventive, diagnostic,                                                                            preventive care or
therapeutic, palliative care, and   Routine hearing and screening must be provided by              for routine vision
other services provided to an       primary care physician.                                        and hearing
Enrollee in the outpatient                                                                         screenings.
portion of a health facility        Family planning limited to one annual visit and one supply     $5 per office visit.
licensed under chapter 395.         visit each ninety days.

Covered services include well-      Chiropractic services shall be provided in the same manner
child care, including those         as in the Florida Medicaid program.
services recommended in the
Guidelines for Health               Podiatric services are limited to one visit per day totaling
Supervision of Children and         two visits per month for specific foot disorders. Dental
Youth as developed by the           services must be provided by an oral surgeon for medically
Academy of Pediatrics;              necessary reconstructive dental surgery due to injury.
immunizations and injections
as recommended by the               Immunizations are to be provided by the primary care
Advisory Committee on               physician.
Immunization Practices; health
education counseling and            Treatment for temporomandibular joint (TM7) disease is
clinical services; family           specifically excluded.
planning services; vision
screening; hearing screening;       Shall Not Include Experimental or Investigational
clinical radiological, laboratory   Procedures as defined as a drug, biological product, device,
and other outpatient diagnostic     medical treatment or procedure that meets any one of the
tests; ambulatory surgical          following criteria, as determined by INSURER:
procedures; splints and casts;
consultation with and treatment     1. Reliable evidence shows the drug, biological product,
by referral physicians;             device, medical treatment, or procedure when applied to the
radiation and chemotherapy;         circumstances of a particular patient, is the subject of
chiropractic services; podiatric    ongoing phase 1, I1 or III clinical trials or
</TABLE>

AMERIGROUP FLORIDA, INC.                         Effective Date: October 1, 2005


                                  Page 30 of 43
<PAGE>
<TABLE>
<CAPTION>
BENEFIT                                                      LIMITATIONS                           CO-PAYMENTS
---------------------------------   ------------------------------------------------------------   --------------------
<S>                                 <C>                                                            <C>
services.                           2. Reliable evidence shows the drug, biological product,
                                    device, medical treatment or procedure when applied to the
                                    circumstances of a particular patient, is under study with a
                                    written protocol to determine maximum tolerated dose,
                                    toxicity, safety, efficacy, or efficacy in comparison to
                                    conventional alternatives, or

                                    3. Reliable evidence shows the drug, biological product,
                                    device, medical treatment, or procedure, is being delivered
                                    or should be delivered subject to the approval and
                                    supervision of an Institutional Review Board (IRB) as
                                    required and defined by federal regulations, particularly
                                    those of the U.S. Food and Drug Administration or the
                                    Department of Health and Human Services.

E. Behavioral Health Services       All services must be provided directly by INSURER or
                                    upon approved referral.
Covered services include
inpatient and outpatient care for   Inpatient services are limited to not more than thirty         INPATIENT:
psychological or psychiatric        inpatient days per contract year for psychiatric admissions,   NONE
evaluation, diagnosis and           or residential services in lieu of inpatient psychiatric
treatment by a licensed mental      admissions; however, a minimum of ten of the thirty days
health professional.                shall be available only for inpatient psychiatric services
                                    when authorized by INSURER physician.

                                    Outpatient services are limited to a maximum of forty          OUTPATIENT: $5
                                    outpatient visits per contract year.                           per visit

F. Substance Abuse Services         All services must be provided directly by INSURER or           INPATIENT:
                                    upon approved referral.                                        NONE
Includes coverage for inpatient
and outpatient care for drug and    Inpatient services are limited to not more than seven
alcohol abuse including             inpatient days per contract year for medical detoxification
counseling and placement            only and thirty days residential services.
assistance.
                                    Outpatient visits are limited to a maximum of forty visits     OUTPATIENT: $5
Outpatient services include         per contract year.                                             per visit
evaluation, diagnosis and
treatment by a licensed
practitioner.

G. Therapy Services                 All treatments must be performed directly or as authorized     $5 per visit
                                    by INSURER.
Covered services include
physical, occupational,             Limited to up to twenty-four treatment sessions within a
respiratory and speech therapies    sixty day period per episode or injury, with the sixty day
for short-term rehabilitation       period beginning with the first treatment.
where significant improvement in
the Enrollee's condition will
result.

I. Hospice Services                 Once a family elects to receive hospice care for an            $5 per visit
                                    Enrollee, other services which treat the terminal condition
Covered services include            will not be covered.
reasonable and necessary services
for palliation or management of     Services required for conditions totally unrelated to the
an Enrollee's terminal illness.     terminal condition are covered to the extent that the
                                    services are covered under this Agreement.

J. Nursing Facility Services        All admissions must be authorized by INSURER and               NONE
                                    provided by an INSURER affiliated facility.
Covered services include regular    Participant must require and receive skilled services on a
nursing services, rehabilitation    daily basis as ordered by INSURER physician.
services, drugs
                                    The length of the Enrollee's stay shall be determined by the
</TABLE>

AMERIGROUP FLORIDA, INC.                         Effective Date: October 1, 2005


                                  Page 31 of 43
<PAGE>
<TABLE>
<CAPTION>
BENEFIT                                                      LIMITATIONS                           CO-PAYMENTS
---------------------------------   ------------------------------------------------------------   --------------------
<S>                                 <C>                                                            <C>
and biologicals, medical            medical condition of the Enrollee in relation to the
supplies, and the use of            necessary and appropriate level of care, but is no more than
appliances and equipment            100 days per contract year.
furnished by the facility.
                                    Room and board is limited to semi-private accommodations
                                    unless a private room is considered medically necessary or
                                    semi-private accommodations are not available.

                                    Specialized treatment centers and independent kidney
                                    disease treatment centers are excluded.
                                    Private duty nurses, television, and custodial care are
                                    excluded.

                                    Admissions for rehabilitation and physical therapy are
                                    limited to fifteen days per contract year.

K. Durable Medical                  Equipment and devices must be provided by authorized           NONE
                                    INSURER supplier.
Equipment and Prosthetic Devices
                                    Covered prosthetic devices include artificial eyes and
Equipment and devices that are      limbs, braces, and other artificial aids.
medically indicated to assist in
the treatment of a medical          Low vision and telescopic lenses are not included.
condition and specifically
prescribed as medically necessary   Hearing aids are covered only when medically indicated to
by Enrollee's INSURER physician.    assist in the treatment of a medical condition.

L. Refractions                      Enrollee must have failed vision screening by primary care     $5 per visit
                                    physician.
Examination by an INSURER
optometrist to determine the need   Corrective lenses and frames are limited to one pair every     $10 for corrective
for and to prescribe corrective     two years unless head size or prescription changes.            lenses
lenses as medically indicated.
                                    Coverage is limited to Medicaid frames with plastic or SYL
                                    non-tinted lenses.

M. Pharmacy                         Prescribed drugs covered under this Agreement shall            $5 per prescription
                                    include all prescribed drugs covered under the Florida         for up to a 31-day
Prescribed drugs for the            Medicaid program. INSURER may implement a pharmacy             supply
treatment of illness or injury.     benefit management program if FHKC so authorizes.

                                    Brand name products are covered if a generic substitution
                                    is not available or where the prescribing physician
                                    indicates that a brand name is medically necessary.

                                    All medications must be dispensed through INSURER or
                                    an INSURER designated pharmacy.

                                    All prescriptions must be written by the Participant's
                                    primary care physician, INSURER approved specialist or
                                    consultant physician or Enrollee's dental provider.

N. Transportation Services          Must be in response to an emergency situation.                 $10 per service

Emergency transportation as
determined to be medically
necessary in response to an
emergency situation.
</TABLE>

II.  Cost Sharing Provisions

INSURER agrees to comply with all Cost Sharing restrictions imposed on FHKC
Participants by federal or state laws and regulations, including the following
specific provisions:

     A.   Special Populations

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                                  Page 32 of 43
<PAGE>
          Enrollees identified by FHKC to INSURER as Native Americans or Alaskan
          Natives are prohibited from paying any Cost Sharing amounts.

     B.   Cost Sharing Limited to No More than Five Percent of Family's Income
          FHKC may identify to INSURER other Enrollees who have met federal
          requirements regarding maximum out-of-pocket expenditures. Enrollees
          identified by FHKC as having met this threshold are not required to
          pay any further Cost Sharing for covered services for a time specified
          by FHKC.

     C.   INSURER is responsible for informing its providers of these provisions
          and ensuring that Enrollees under this section incur no further
          out-of-pocket-costs for covered services and are not denied access to
          services. FHKC will provide these Enrollees with a letter indicating
          that they may not incur any Cost Sharing obligations and shall provide
          written notification to INSURER of any such Participants.

III. Other Benefit Provision

     All requirements for prior authorizations must conform with federal and
     state regulations and must be completed within fourteen (14) days of
     request by the Enrollee. Extensions to this process may be granted in
     accordance with federal and/or state regulations.

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                                 Page 33 of 43
<PAGE>
                                    EXHIBIT D
                    WORKERS' COMPENSATION, THIRD PARTY CLAIM,
                    PERSONAL INJURY PROTECTION BENEFITS, AND
                            COORDINATION OF BENEFITS

A.   WORKERS' COMPENSATION

     Workers' compensation benefits are primary to all benefits that may be
     provided pursuant to this Agreement. In the event INSURER provides services
     or benefits to a Participant who is entitled to workers' compensation
     benefits, INSURER shall complete and submit to the appropriate carrier,
     such forms, assignments, consents and releases as are necessary to enable
     INSURER to obtain payment, or reimbursement, under the workers'
     compensation law.

B.   THIRD PARTY CLAIMS

     In the event INSURER provides medical services or benefits to Participants
     who suffer injury, disease or illness by virtue of the negligent act or
     omission of a third party, INSURER shall be entitled to reimbursement from
     the Participant, at the prevailing rate, for the reasonable value of the
     services or benefits provided. INSURER shall not be entitled to
     reimbursement in excess of the Participant's monetary recovery for medical
     expenses provided from the third party.

C.   NO-FAULT, PERSONAL INJURY PROTECTION AND MEDICAL PAYMENTS COVERAGE

     As noted in the Florida Statutes (F.S. 641.31(8)), automobile no-fault,
     personal injury protection, and medical payments insurance, maintained by
     or for the benefit of the Participant, shall be primary to all services or
     benefits that may be provided pursuant to this Agreement. In the event
     INSURER provides services or benefits to a Participant who is entitled to
     the aforesaid automobile insurance benefits, the parent/guardian or
     Participant shall complete and submit to INSURER, or to the automobile
     insurance carrier, such forms, assignments, consents and releases as are
     necessary to enable INSURER to obtain payment or reimbursement from such
     automobile insurance carrier.

D.   COORDINATION OF BENEFITS AMONG HEALTH INSURERS

     INSURER shall coordinate benefits in accordance with NAIC principles as may
     be amended from time to time and in accordance with Section 624.91(5)(c).

E.   None of the above rules as to coordination of benefits shall limit the
     Participant's right to receive direct health services hereunder.

F.   Any Participant claiming benefits under this Agreement shall furnish to
     INSURER all information deemed necessary by it to implement this provision.

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                                 Page 34 of 43
<PAGE>
EXHIBIT E

                       ACCESS AND CREDENTIALING STANDARDS

INSURER shall maintain a medical staff, under contract, sufficient to permit
reasonably prompt medical services to all Participants in accordance with the
following:

     1.   Physician and Facility Standards

     A.   Physician and Medical Provider Standards

     INSURER's primary care provider network shall include only board certified
     pediatricians and family practice physicians or physician extenders working
     under the direct supervision of a board certified practitioner to serve as
     primary care physicians in its provider network for the counties covered
     under this Agreement.

     All Primary care physicians must provide covered immunizations to
     Enrollees.

     The INSURER may request that an individual provider be granted an exception
     to this policy by making such a request in writing to the corporation and
     providing the provider's curriculum vitae and a reason why the provider
     should be granted an exception to the accepted standard. Such requests will
     be reviewed by the corporation on a case-by-case basis and a written
     response will be made to INSURER on the outcome of the request.

     B.   Facility Standards

     Facilities used for Participants shall meet applicable accreditation and
     licensure requirements and meet facility regulations specified by the
     Agency for Health Care Administration.

     2.   Geographical Access:

     A.   Primary Care Providers

     Geographical access to board certified family practice physicians,
     pediatric physicians, primary care dental providers or ARNP's experienced
     in child health care of approximately twenty (20) minutes driving time from
     residence to provider, except that this driving time limitation shall be
     reasonably extended in-those areas where such limitation with respect to
     rural residence is unreasonable. In such instance, INSURER shall provide
     access for urgent care through contracts with nearest providers.

     B.   Specialty Physician Services

     Specialty physician services, ancillary services and specialty hospital
     services are to be available within sixty (60) minutes driving time from
     the Participant's residence to provider. Driving time standards may be
     waived with sufficient justification if specialty care services are not
     obtainable due to a limitation of providers, such as in rural areas.

     3.   Timely Treatment:

     Timely treatment by providers, such that the Participant shall be seen by a
     provider in accordance

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                                 Page 35 of 43
<PAGE>
     with the following:

     A.   Emergency care shall be provided immediately;

     B.   Urgently needed care shall be provided within twenty-four (24) hours;

     C.   Routine care of patients who do not require emergency or urgently
          needed care shall be provided within seven (7) calendar days;

     D.   Routine physical examinations shall be provided within four (4) weeks
          of Enrollee's request; and

     E.   Follow-up care shall be provided as medically appropriate.

For the purposes of this section, the following definitions shall apply:

     Emergency care is that care required for the treatment of an injury or
     acute illness that, if not treated immediately, could reasonably result in
     serious or permanent damage to the patient's health.

     Urgently needed care is that care required within a twenty-four (24) hour
     period to prevent a condition from requiring emergency care.

     Routine care is that level of care that can be delayed without anticipated
     deterioration in the patient's medical condition for a period of seven (7)
     calendar days.

By utilization of the foregoing standards, FHKC does not intend to create
standards of care or access different from those that are deemed acceptable
within the INSURER service area. Rather FHKC intends that the provider timely
and appropriately respond to patient care needs, as they are presented, in
accordance with standards of care existing within the service area. In applying
the foregoing standards, the provider shall give due regard to the level of
discomfort and anxiety of the patient and/or parent.

In the event FHKC determines that INSURER, or its providers, has failed to meet
the access standards herein set forth, FHKC shall provide INSURER with written
notice of non-compliance. Such notice may be provided via facsimile or other
means, specifying the failure in such detail as will reasonably allow INSURER to
investigate and respond. Failure of INSURER to obtain reasonable compliance or
acceptable community care under the following conditions shall constitute a
breach of this Agreement:

     A.   immediately upon receipt of notice for emergency or urgent problem; OF

     B.   within ten (10) days of receipt of notice for routine visit access.

Such breach shall entitle FHKC to such legal and equitable relief as may be
appropriate. In particular, FHKC may direct its Participants to obtain such
services outside the Insurer Provider network as specified in Section 3-2-1 of
this Agreement. INSURER shall be financially responsible for all services under
this provision.

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                                 Page 36 of 43
<PAGE>
EXHIBIT F

                              ELIGIBILITY STANDARDS

                        PARTICIPANT ELIGIBILITY CRITERIA

The following eligibility criteria for participation in the Healthy Kids Program
must be met:

     The Participants must be children who are age 5 through 18. Participants
     who applied for coverage prior to July 1, 1998, and who had attained the
     age of 19 by March 31, 2004, are eligible for coverage through their 19th
     birthday.

     In accordance with the terms of the Request for Proposals dated April 2004,
     some children may have age eligibility from age 18 months through age 4,
     depending on their county of residence.

2.   Participants must meet the eligibility criteria established under Section
     624.91, Florida Statutes, and as implemented by FHKC Board of Directors.

3.   Eligible Participants may enroll during time periods established by FHKC
     Board of Directors and in accordance with Section 409.8134(2), Florida
     Statutes.

4.   Determination of eligibility for the Healthy Kids Program is made solely by
     the Florida Healthy Kids Corporation.

     Any requests by the INSURER for review of a Participant's eligibility shall
     be made exclusively through the procedure set forth in Section 3-6 of this
     Agreement.

     If the eligibility requirements set forth in this Exhibit F become in
     conflict with the eligibility requirements set forth under Florida law, the
     eligibility requirements under Florida law shall control.

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                                 Page 37 of 43
<PAGE>
EXHIBIT G

                             REPORTING REQUIREMENTS

INSURER shall provide the following reports and data tapes to FHKC according to
the time schedules detailed below. This information shall include all services
provided by INSURER's subcontractors. INSURER is responsible for ensuring that
all subcontractors comply with these reporting requirements.

I.   Data Tape

     A quarterly data tape shall be prepared that will contain the following
     data fields. The tape shall reflect claims and encounters entered during
     the quarter and shall be delivered to FHKC according to the time table
     listed below. INSURER shall also provide quarterly tapes that reflect
     claims run-off once this Agreement between INSURER and FHKC terminates.

                       REQUIRED DATA FIELDS TO BE CAPTURED

     -    Provider's name, address and tax I.D. number (and payee's group number
          if applicable).

     -    Patient's name, address, social security number, I.D. number, birth
          date, and sex.

     -    Third party payor information, including amount(s) paid by other
          payor(s).

     -    Primary and secondary diagnosis code(s) and treatment(s) related to
          diagnosis.

     -    Date(s) of service.

     -    Procedure code(s).

     -    Unit(s) of service.

     -    Total charge(s).

     -    Total payment(s).

     Additional required hospital fields include the following:

     -    Date and type of admission (emergency, outpatient, inpatient, newborn,
          etc.).

     -    For inpatient care: covered days and date of discharge.

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                                 Page 38 of 43
<PAGE>
                                                                      EXHIBIT G
                                                                     (CONTINUED)

     Specific pharmacy fields include:

     -    Pharmacy name and tax I.D. number.

     -    Other payor information.

     -    Rx number and date filled.

     -    National drug code, manufacturer number, item number, package size,
          quantity, days supply.

     -    Prescriber's Florida Department of Professional Regulations number.

                      REQUIRED TAPE FORMAT SPECIFICATIONS

     The tape format is as follows or an alternative format as mutually agreed
     upon by both parties:

     -    1600 BPI.

     -    EBCDIC.

     -    9 Track.

     -    No labels.

     -    Each file not to exceed 100 megs in size.

     -    Fixed record length.

                         TIME TABLE FOR DELIVERY OF TAPE

<TABLE>
<S>                                           <C>
For encounters and claims processed during:   Claims tape due to FHKC by:
January 1 - March 31                          April 15
April 1 - June 30                             July 15
July 1 - September 30                         October 15
October 1 - December 31                       January 15
</TABLE>

AMERIGROUP FLORIDA, INC.                         Effective Date: October 1, 2005


                                  Page 39 of 43
<PAGE>
EXHIBIT H

        CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND
                               VOLUNTARY EXCLUSION
                           CONTRACTS AND SUBCONTRACTS

THIS CERTIFICATION IS REQUIRED BY THE REGULATIONS IMPLEMENTING EXECUTIVE ORDER
12549, DEBARMENT AND SUSPENSION, SIGNED FEBRUARY 18, 1986. THE GUIDELINES WERE
PUBLISHED IN THE MAY 29, 1987, FEDERAL REGISTER (52 FED. REG., PAGES
20360-20369).

                                  INSTRUCTIONS

A. Each Insurer whose contract\subcontract equals or exceeds $25,000 in federal
monies must sign this certification prior to execution of each
contract\subcontract. Additionally, Insurers who audit federal programs must
also sign, regardless of the contract amount. The Florida Healthy Kids
Corporation cannot contract with these types of Insurers if they are debarred or
suspended by the federal government.

B. This certification is a material representation of fact upon which reliance
is placed when this contract\subcontract is entered into. If it is later
determined that the signer knowingly rendered an erroneous certification, the
Federal Government may pursue available remedies, including suspension and/or
debarment.

C. The Insurer shall provide immediate written notice to the contract manager at
any time the Insurer learns that its certification was erroneous when submitted
or has become erroneous by reason of changed circumstances.

D. The terms "debarred," "suspended," "ineligible," "person," "principal," and
"voluntarily excluded," as used in this certification, have the meanings set out
in the Definitions and Coverage sections of rules implementing Executive Order
12549. You may contact the contract manager for assistance in obtaining a copy
of those regulations.

E. The Insurer agrees by submitting this certification that it shall not
knowingly enter into any subcontract with a person who is debarred, suspended,
declared ineligible, or voluntarily excluded from participation in this
contract/subcontract unless authorized by the federal government.

F. The Insurer further agrees by submitting this certification that it will
require each subcontractor of this contract/subcontract whose payment will equal
or exceed $25,000 in federal monies, to submit a signed copy of this
certification.

G. The Florida Healthy Kids Corporation may rely upon a certification of an
Insurer that it is not debarred, suspended, ineligible, or voluntarily excluded
from contracting\subcontracting unless it knows that the certification is
erroneous.

H. This signed certification must be kept in the contract manager's file.
Subcontractor's certifications must be kept at the contractor's business
location.

                                  CERTIFICATION

The prospective Insurer certifies, by signing this certification, that neither
he nor his principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this
contract/subcontract by any federal agency.

Where the prospective Insurer is unable to certify to any of the statements in
this certification, such prospective Insurer shall attach an explanation to this
certification.


Signature   /                                                      Date 8/22/05"
Name and Title of Authorized Signee Don GILMORE CEO

AMERIGROUP FLORIDA, INC.                         Effective Date: October 1, 2005


                                  Page 40 of 43
<PAGE>
EXHIBIT I

                        CERTIFICATION REGARDING LOBBYING
      CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENTS

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1)  No federal appropriated funds have been paid or will be paid, by or on
     behalf of the undersigned, to any person for 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 awarding of any federal contract, the making of any
     federal grant, the making of any federal loan, the entering into of any
     cooperative agreement, and 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 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 this
     federal contract, grant, loan, or cooperative agreement, the undersigned
     shall complete and submit Standard Form-LLL, "Disclosure Form to Report
     Lobbying," in accordance with its instructions.

(3)  The undersigned shall require that the language of this certification be
     included in the award documents for all subawards at all tiers (including
     subcontracts, subgrants, and contracts under grants, loans, and cooperative
     agreements) and that all subrecipients shall certify and disclose
     accordingly.

This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction
imposed by section 1352, Title 31, U.S. Code. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.


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

Name of Authorized Individual

AMERIGROUP Florida, Inc.
Street, SPA- 6- 33607
Name and Address of Organization

AMERIGROUP FLORIDA, INC.                         Effective Date: October 1, 2005


                                  Page 41 of 43
<PAGE>
EXHIBIT J

                                  CERTIFICATION

      REGARDING HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
                                   COMPLIANCE

This certification is required for compliance with the requirements of the
Health Insurance Portability and Accountability Act of 1996 (HIPAA).

The undersigned INSURER certifies and agrees as to abide by the following:

     1.   Protected Health Information. For purposes of this Certification,
          Protected Health Information shall have the same meaning as the term
          "protected health information" in 45 C.F.R. Section 164.501, limited
          to the information created or received by the INSURER from or on
          behalf of FHKC.

     2.   Limits on Use and Disclosure of Protected Health Information (PHI) The
          INSURER shall not use or disclose Protected Health Information other
          than as permitted by this Agreement or by federal and state law. The
          INSURER will use appropriate safeguards to prevent the use or
          disclosure of Protected Health Information for any purpose not in
          conformity with this Agreement and federal and state law. The INSURER
          will not divulge, disclose, or communicate in any manner any Protected
          Health Information to any third party without prior written consent
          from FHKC. The INSURER will report to FHKC, within two (2) business
          days of discovery, any use or disclosure of Protected Health
          Information not provided for in this Agreement of which the INSURER is
          aware. A violation of this paragraph shall be a material violation of
          this Agreement.

          Use and Disclosure of Information for Management, Administration, and
          Legal Responsibilities. The INSURER is permitted to use and disclose
          Protected Health Information received from FHKC for the proper
          management and administration of the INSURER or to carry out the legal
          responsibilities of the INSURER, in accordance with 45 C.F.R.
          164.504(e)(4). Such disclosure is only permissible where required by
          law, or where the INSURER obtains reasonable assurances from the
          person to whom the Protected Health Information is disclosed that: (1)
          the Protected Health Information will be held confidentially, (2) the
          Protected Health Information will be used or further disclosed only as
          required by law or for the purposes for which it was disclosed to the
          person, and (3) the person notifies the INSURER of any instance of
          which it is aware in which the confidentiality of the Protected Health
          Information has been breached.

     4.   Disclosure to Subcontractors or Agents. The INSURER agrees to enter
          into a subcontract with any person, including a subcontractor or
          agent, to whom it provides Protected Health Information received from,
          or created or received by the INSURER on behalf of, FHKC. Such
          subcontract shall contain the same terms, conditions, and restrictions
          that apply to the INSURER with respect to Protected Health
          Information.

     5.   Access to Information. The INSURER shall make Protected Health
          Information available in accordance with federal and state law,
          including providing a right of access to persons who are the subjects
          of the Protected Health Information.

     6.   Amendment and Incorporation of Amendments. The INSURER shall make
          Protected Health Information available for amendment and to
          incorporate any amendments to the Protected Health Information in
          accordance with 45 C.F.R. Section 164.526.

AMERIGROUP FLORIDA, INC.                         Effective Date: October 1, 2005


                                  Page 42 of 43
<PAGE>
     7.   Accounting for Disclosures. The INSURER shall make Protected Health
          Information available as required to provide an accounting of
          disclosures in accordance with 45 C.F.R. Section 164.528.

     8.   Access to Books and Records. The INSURER shall make its internal
          practices, books, and records relating to the use and disclosure of
          Protected Health Information received from, or created or received by
          the INSURER on behalf of, FHKC to the Secretary of the Department of
          Health and Human Services or the Secretary's designee for purposes of
          determining compliance with the Department of Health and Human
          Services Privacy Regulations.

     9.   Termination. At the termination of this Agreement, the INSURER shall
          return all Protected Health Information that the INSURER still
          maintains in any form, including any copies or hybrid or merged
          databases made by the INSURER; or with prior written approval of FHKC,
          the Protected Health Information may be destroyed by the INSURER after
          its use. If the Protected Health Information is destroyed pursuant to
          FHKC's prior written approval, the INSURER must provide a written
          confirmation of such destruction to FHKC. If return or destruction of
          the Protected Health Information is determined not feasible by FHKC,
          the INSURER agrees to protect the Protected Health Information and
          treat it as strictly confidential.

CERTIFICATION

          The INSURER and the Florida Healthy Kids Corporation have caused this
          Certification to be signed and delivered by their duly authorized
          representatives, as of the date set forth below.

          INSURER Name: _____________

          Name and Title of Authorized Signee

AMERIGROUP FLORIDA, INC.                         Effective Date: October 1, 2005


                                  Page 43 of 43