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                                                                    EXHIBIT 10.1

                                                                  CONTRACT C2297

                                CONTRACT BETWEEN

                          THE DEPARTMENT OF CORRECTIONS

                                       AND

                          PRISON HEALTH SERVICES, INC.

This Contract's between the Florida Department of Corrections ("Department") and
Prison Health Services, Inc. ("Contractor") which are the parties hereto.

                                   WITNESSETH

Whereas, the Department is responsible for the inmates and for the operation of,
and supervisory and protective care, custody and control of, all buildings,
grounds, property and matters connected with the correctional system in
accordance with Section 945.04, Florida Statutes;

Whereas, it is necessary that budget resources be allocated effectively;

Whereas, this Contract is entered into pursuant to the Department's Invitation
To Bid (ITB) #05-DC-7666, authorized pursuant to Section 287.057 (1), Florida
Statutes; and

Whereas, the Contractor is a qualified and willing participant with the
Department to provide comprehensive healthcare services to the Department's
inmates in Region IV.

Therefore, in consideration of the mutual benefits to be derived hereby, the
Department and the Contractor do hereby agree as follows:

I.    CONTRACT TERM AND RENEWAL

      A.    Contract Term

            This Contract shall begin on January 1, 2006, and shall end at
            midnight on December 11, 2010.

            This Contract is in its initial term.

      B.    Contract Renewal

            The Department has the option to renew this Contract for one (1)
            additional five (5) year period after the initial Contract period
            upon the same terms and conditions contained herein and at the
            renewal prices indicated in Section III, Compensation. Exercise of
            the renewal option is at the Department's sole discretion and shall
            be conditioned, at a minimum, on the Contractor's performance of
            this Contract and subject to the availability of funds. The
            Department, if it desires to exercise its renewal option, will
            provide written notice to the Contractor no later than sixty-five
            (65) days prior to the Contract expiration date. The renewal term
            shall be considered separate and shall require exercise of the
            renewal option should the Department choose to renew this Contract.

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II.   SCOPE OF SERVICE

      A.    General Description of Services

            This Contract is a fall risk Contract without any caps or aggregate
            levels after which costs are shared. The Contractor shall be
            responsible for all costs associated with the provision of
            comprehensive healthcare services in Region IV as described or
            referenced in this Contract, including the cost of Pharmaceuticals.

            The Contractor shall provide comprehensive and medically necessary
            medical, dental and mental healthcare services with related pharmacy
            services (including provision of Pharmaceuticals) on a capitation
            basis to inmates in Region IV that meet or exceed the minimum
            requirements outlined in this Contract. This includes all healthcare
            treatment and related program support services. No deviations from
            the minimum service requirements shall be permitted without the
            prior written approval of the Department; otherwise, it shall be
            considered that this Contract will be performed in strict compliance
            with the requirements and rules, regulations and governance
            contained herein. The Contractor and the Department shall each act
            in good faith in the performance of all their respective contract
            duties and responsibilities.

            The Contractor shall also provide comprehensive healthcare services
            for inmates at allied facilities in Region IV, including road
            prisons, work camps and work release centers with the exception of
            inmates covered by insurance or workers' compensation. For inmates
            housed at these allied facilities, healthcare services may be
            provided in the community and billed to the Contractor or, depending
            on circumstances and with the approval of the Regional Contract
            Monitor and Transfer Coordinator, the inmate may be returned to the
            correctional institution in Region IV with assigned coverage for the
            respective allied facility. The Contractor and the Department's
            Director of Health Services-Administration or designee will agree
            upon these situations on a case-by-case basis.

            Access to and provision of all services outlined herein will be in
            accordance with minimum constitutionally adequate levels of
            healthcare regardless of place of assignment or disciplinary status.

            The Contractor is required to provide comprehensive healthcare
            service coverage twenty four (24) hours a day seven (7) days a week
            at each institution. The Contractor shall not be responsible for
            housekeeping services, food/dietary services, building maintenance,
            non- medical linens and routine transportation. The Contractor is,
            however, responsible for the provision of and costs for medical
            linens, infirmary mattresses (including SOS mattresses) and other
            infirmary and emergency room supplies, and both urgent and emergency
            medical transportation. (Note: Medical linens typically include
            sheets, pillow cases, cotton blankets, draw sheets, cloth bed pads,
            patient pajamas and/or gowns, turning pads, towels and wash cloths.
            Infirmary mattresses and pillows typically have vinyl or plastic
            covers, and SOS mattresses are normally made from heavy duty plastic
            or vinyl which is seamless and resistant to being torn into strips.
            These differ from the inmate housing unit mattresses and pillows.)

            The Contractor may utilize the Department's current healthcare
            services contracts with other healthcare providers, provided the
            Contractor obtains a Letter of Agreement from both the Department
            and the contractor in question in advance, making the Contractor
            financially responsible for any costs incurred. (See current list of
            healthcare providers, EXHIBIT A, OHS Contract List.) The Contractor
            shall utilize only hospitals approved by the Department

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                                                                  CONTRACT C2297

            with a secure prison ward to minimize security costs unless other
            arrangements to contain such costs are made and approval is obtained
            in writing from the Contract Manager. (See EXHIBIT B, Approved
            Region IV hospitals). If the Contractor identifies additional
            hospitals in the Region IV geographical area that could be used in a
            similar manner, it may contract for those hospital's services,
            however, any security arrangements shall be subject to prior
            Department approval. Emergency medical healthcare services shall be
            obtained from the hospital nearest the correctional facility, as
            required by law.

            To assist the Contractor in minimizing security costs, the
            Contractor may utilize the services available at the Department's
            Reception and Medical Center (RMC) Hospital at Lake Butler in all
            appropriate cases contingent upon space availability. The Contractor
            shall comply with the procedures for accessing and utilizing these
            services as outlined in HSB 401.005 UTILIZATION MANAGEMENT
            COORDINATING HEALTH SERVICES FOR INMATES IN CONTRACT INSTITUTIONS.
            Services available include:

            1. 157 bed general hospital - Approximately 120 medical beds, 33
               mental health beds;

            2. Medical dormitories functioning as extended care units;

            3. Specialty clinics with physicians in almost all specialties;

            4. Mobile surgery suite - surgeries performed are essentially the
               same as performed in a freestanding ambulatory surgical center,
               e.g. hernia repair, hemorrhoidectomy, cyst removals; and

            5. Oncology services, including chemotherapy.

            A schedule of services available and associated charges is attached
            as EXHIBIT C, RMC Fee Schedule dated July 1, 2005. Any inmate
            transferred to RMC under this arrangement will remain the financial
            responsibility of the Contractor and will normally be returned to
            Region IV upon completion of treatment.

            The Contractor shall establish regular meetings with representatives
            from the Office of Health Services, the designated hospital(s) and
            other providers to coordinate the referral of inmates. The
            Contractor shall inform the referring institution's Warden of these
            meetings. The Warden or designee, and the Regional Contract Monitor
            or designee may attend. The Contractor or designated institutional
            representative shall meet monthly with the Regional Contract Monitor
            and weekly with the institutional Warden.

      B.    Health Care Standards

            Documentation of licensure and accreditation for all hospitals,
            clinics and other related health service providers to be utilized by
            the Contractor (with the exception of the RMC Hospital) shall be
            made available to the Department upon request. All hospitals
            utilized by the Contractor for the care of inmates shall be fully
            licensed and preferably accredited by the Joint Commission on
            Accreditation of Healthcare Organizations (JCAHCO). All hospitals
            utilized by the Contractor require prior written approval by the
            Department's Contract Manager, identified in Section IV., A., of
            this Contract.

      C.    Rules, Regulations and Governance

            1. The Contractor shall provide all healthcare treatment and
               services in accordance with all applicable federal and state
               laws, rules and regulations, Department of Corrections' rules,
               procedures, and Health Services' Bulletins/Technical Instructions
               (HSB's /TPI's) applicable to the delivery of healthcare services
               in a correctional setting. In addition, the Contractor shall meet
               all state and federal constitutional requirements, court orders,
               and

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               applicable ACA Standards for Correctional healthcare (whether
               mandatory or non- mandatory). All such laws, rules and
               regulations, current and/or as revised, are incorporated herein
               by reference and made a part of this Contract. The Contractor and
               the Department shall work cooperatively to ensure service
               delivery in complete compliance with all such requirements.

            2. The Contractor shall ensure that all Contractor's or
               subcontracted staff providing services under this Contract
               complies with prevailing ethical and professional standards, and
               the rules, procedures and regulations mentioned above.

            3. Should any of the above laws, standards, rules or regulations,
               Department procedures, HSB's/TPI's or directives change during
               the course of this Contract term, the updated version will take
               precedence. The Department shall provide the Contractor with a
               copy of all rules, regulations, department procedures,
               HSB's/TI's and directives.

            4. The Contractor shall comply with all applicable continuing
               requirements as determined by the Department's Director of Health
               Services-Administration for reports to and from the Department,
               Correctional Medical Authority and the Healthcare Contract
               Monitoring Team.

            5. To the extent required as a business associate of the Department,
               the Contractor shall comply with the Health Insurance Portability
               and Accountability Act of 1996 (42 U. S. C. Section 1320d-8), and
               all applicable regulations promulgated thereunder. Such
               compliance shall be required as outlined in ATTACHMENT #1
               Business Associate Agreement, which is incorporated herein as if
               fully stated.

            6. The Contractor will be required to maintain full accreditation by
               the American Correctional Association (ACA) for the healthcare
               operational areas in all institutions in which healthcare
               services are provided. Failure to maintain accreditation will
               result in the assessment of liquidated damages as set forth in
               Section 3.32. (Information on the ACA is available on their
               web-site at http://www.corrections.com/aca/ and the ACA standards
               are listed on the Department's web-site at
               http://dcweb/co/ig/audits/2000.pdf.)

            7. The Contractor shall ensure that all subcontractor agreements are
               approved by the Department's Contract Manager and contain
               provisions requiring the subcontractor to comply with all
               applicable terms and conditions of this Contract.

            8. The Contractor agrees to modify its service delivery, including
               addition or expansion of comprehensive healthcare services in
               order to meet or comply with changes required by operation of law
               or due to changes in practice standards such as ACA standards,
               regulations, or as a result of any legal settlement agreement
               involving delivery of healthcare to inmates or related consent
               order or change in the Department's mission.

            9. Any changes in the scope of service required to ensure continued
               compliance with State or Federal laws, statutes or regulations,
               legal settlement agreement or consent order or Department policy,
               procedures, regulations, HSB's/TI's or directives or practice
               standards will be made in accordance with Section V., Contract
               Modifications.

      D.    Communications

            1. Contract communications will be in three forms: routine, informal
               and formal. For the purposes of the Contract, the following
               definitions shall apply:

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               Routine: All normal written communications generated by either
               party relating to service delivery. Routine communications must
               be acknowledged or answered within thirty (30) calendar days of
               receipt.
               Informal: Special written communications deemed necessary based
               upon either contract compliance or quality of service issues.
               Must be acknowledged or responded to within fifteen (15) calendar
               days of receipt.

               Formal: The same as informal but more limited in nature and
               usually reserved for significant issues such as Breach of
               Contract, failure to provide satisfactory performance, imposition
               of liquidated damages, or termination. Formal communications
               shall also include requests for changes in the scope of the
               Contract and billing adjustments. Must be acknowledged upon
               receipt and responded to within seven (7) days of receipt.

            2. The Contractor shall respond to Informal and Formal
               communications by facsimile, with follow-up by hard copy mail.

            3. A date/numbering system shall be utilized for tracking of formal
               and informal communication.

            4. The only personnel authorized to use formal contract
               communications are the Department's Director of Health
               Services-Administration, Contract Manager, Contract
               Administrator, Healthcare Contract Monitor, the Contractor's CEO
               or Project Manager. Designees or other persons authorized to
               utilize formal Contract communications must be agreed upon by
               both parties and identified in writing within ten (10) days of
               execution of the Contract. Notification of any subsequent changes
               must be provided in writing prior to issuance of any formal
               communication from the changed designee or authorized
               representative.

            5. In addition to the personnel named under Formal Contract
               Communications, personnel authorized to use Informal Contract
               Communications are the Warden, Regional Contract Monitor,
               Contract Administrator and any comparable corporate positions on
               behalf of the Contractor or other persons designated in writing
               by the Contractor.

            6. In addition to the contract communications noted in Section D.,
               1., if there is an urgent administrative problem, the Department
               shall make contact with the Contractor and the Contractor shall
               orally respond to the Contract Manager within two (2) hours. If a
               non- urgent administrative problem occurs, the Department will
               make contact with the Contractor and the Contractor shall orally
               respond to the Contract Manager within forty eight (48) hours.
               The Contractor or designee at each institution shall respond to
               inquiries from the Department by providing all information or
               records that the Department deems necessary to respond to
               inquiries, complaints or grievances from or about inmates within
               three working days of receipt of the request unless such
               information or records is of a type or quantity that cannot
               reasonably be gathered in this time period, in which case, the
               Contractor shall be given a reasonable period of time to provide
               such information or records. The Regional Contract Monitor and
               Contract Manager shall be copied on all such correspondence.

      E.    Final Implementation Plan and Transition Date Schedule

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            1. Implementation of service shall commence on January 1, 2006. The
               Contractor's Estimated Implementation Plan and Transition Date
               Schedule for Region IV submitted with the bid (per Section
               5.2.11) shall be adjusted as necessary and approved as
               Contractor's Final Implementation Plan and Transition Date
               Schedule by the Contract Manager.

            2. The Final Implementation Plan shall be designed to provide for
               seamless transition with minimal interruption of healthcare to
               inmates. Final transition at each institution shall be
               coordinated between the Contractor, the current Region IV
               contractor (Wexford Health Sources, Inc.,) and the Department.

            3. The Contractor shall commence provision of comprehensive
               healthcare services to the Department's inmates consistent with
               the approved Final Implementation Plan and Transition Date
               Schedule.

            4. The Contractor shall assume 100% responsibility for the delivery
               of comprehensive healthcare services at each designated
               institution at 12:0l a.m., on January 1, 2006.

      F.    Institutions/Facility Locations and Service Times

            1. Institutions/Facility Locations: The facilities to be included
               under this Contract include all currently operating Region IV
               institutions and allied facilities as indicated in EXHIBIT D.

            2. Add/Delete Institution/Facilities for Services: The Department
               reserves the right to add or delete institutions/facilities
               receiving or requiring services under this Contract upon
               sixty-five (65) days' written notice. Such additions or deletions
               may be accomplished by letter and do not require a contract
               amendment.

            3. Service Times: The Contractor shall ensure access to
               comprehensive healthcare services as required within the Scope of
               Service twenty-four (24) hours per day, seven (7) days a week,
               and three hundred sixty-five (365) days a year.

      G.    Administrative Requirements, Space, Equipment & Commodities

            1. The Department shall not provide any administrative functions or
               office support for the Contractor (e.g., clerical assistance,
               office supplies, copiers, fax machines and preparation of
               documents), except as otherwise indicated in this Contract.

            2. SPACE AND FIXTURES: The Department will provide office space
               within the health services unit. The institution shall provide
               and maintain presently available and utilized health space,
               fixtures and other items for the Contractor's use to ensure the
               efficient operation of the Contract. The institution shall also
               provide or arrange for waste disposal services, not including
               medical waste disposal which shall be the responsibility of the
               Contractor. The Department will maintain and repair the office
               space assigned to the Contractor, if necessary, including
               painting as needed, and will provide building utilities necessary
               for the performance of the Contract as determined necessary by
               the Department. The Contractor shall operate the space provided
               in an energy efficient manner.

            3. FURNITURE AND NON-HEALTHCARE EQUIPMENT: The Department will allow
               the Contractor to utilize the Department's furniture, and
               non-healthcare equipment currently

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               in place in each health services unit. A physical inventory list
               of all furniture and non-healthcare equipment currently existing
               at each institution will be taken by the Department and the
               current Region IV Contractor (Wexford Health Sources, Inc.) on or
               before the Institution's implementation date. All items
               identified on the inventory shall be available for use by the
               Contractor. Any equipment (i.e., copiers) currently under lease
               by the Department will be either removed or the lease assumed by
               the Contractor, if acceptable to the Contractor and if permitted
               by the leasing company. If the lease is either not assumable by
               or transferred to the Contractor, the Contractor is responsible
               for making its own leasing or purchasing arrangements. The
               Contractor shall be responsible for all costs associated with
               non-healthcare equipment utilized, including all telephone
               equipment, telephone lines and service (including all long
               distance service and dedicated lines for EKG's or lab reports),
               existing copy machines or facsimile equipment, and is responsible
               for all costs, including installation, of any additional phone,
               fax or dedicated lines requested by the Contractor. The
               Department will not be responsible for maintaining any furniture
               and non-healthcare equipment identified on the Department's
               inventory, including repair and replacement (including
               installation) of Department-owned equipment. Any equipment
               damaged or otherwise found to be beyond economical repair after
               the Contract start date will be repaired or replaced by the
               Contractor. All inventoried furniture and non-healthcare
               equipment identified on the inventory sheet shall remain the
               property of the Department upon expiration or termination of the
               contract. All furniture and non-healthcare equipment purchased by
               the Contractor shall remain the property of the contractor after
               expiration or termination of the Contract.

            4. EXISTING HEALTHCARE EQUIPMENT: A physical inventory list of all
               healthcare equipment owned by the Department and currently
               existing at each institution will be taken by the Department and
               the current Region IV Contractor (Wexford Health Sources, Inc.)
               on or before each institution's implementation date. All existing
               equipment shall be available for use by the Contractor. All
               inventoried equipment shall be properly maintained as needed by
               the Contractor and any equipment utilized by the Contractor that
               becomes non-functional during the life of the Contract shall be
               replaced by the Contractor and placed on the inventory list. All
               inventoried equipment shall remain the property of the Department
               upon expiration or termination of the Contract. "Healthcare
               Equipment" is defined as any item with a unit cost exceeding one
               thousand dollars ($1,000). Any healthcare equipment damaged or
               otherwise found to be beyond economical repair after the Contract
               start date will be repaired or replaced by the Contractor and
               added to the inventory list.

            5. ADDITIONAL EQUIPMENT: Any healthcare service equipment not
               available in the institutional health services unit upon the
               effective date of the Contract that the Contractor deems
               necessary to its provision of healthcare services under the terms
               of the Contract, will be the responsibility, and shall be
               provided at the expense of the Contractor. The Department will
               permit the Contractor, at the Contractor's expense, to install
               healthcare equipment in addition to the Department-owned items on
               the inventory list provided. Any additional equipment purchased
               by the Contractor shall be owned and maintained by the Contractor
               and shall be retained by the Contractor at Contract termination.
               Any additional equipment purchased, replaced or modified by the
               Contractor shall meet or exceed the Department's standards for
               functionality, sanitation and security as determined by the
               Department's Office of Health Services. To ensure compliance with
               all Security requirements, the Contractor shall obtain written
               authorization from the Contract Manager when repairing or
               replacing any non-Department owned medical healthcare service
               equipment.

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            6. HEALTHCARE SUPPLIES: All supplies required to provide healthcare
               services shall be provided by the Contractor. A physical
               inventory of all healthcare supplies currently existing at each
               institution will be taken by the current Contractor on or before
               the new contract implementation date. The current Contractor
               (Wexford Health Sources, Inc.) will inventory, package and remove
               medical supplies not needed by the Contractor. This will be done
               in coordination between the two entities. Both parties will agree
               on any costs for supplies that the Contractor wishes to retain.
               The Contractor will strive to have at least a thirty (30) days'
               supply of medical supplies upon its assumption of responsibility
               for service implementation at the institutions. A physical
               inventory of all equipment and medical supplies will also be
               conducted upon the expiration or termination of this Contract
               with appropriate credit payable to the Contractor, in the event
               the Department chooses to purchase then existing supplies. The
               term "healthcare supplies" is defined as all healthcare equipment
               and commodity items with a unit cost of less than one thousand
               dollars ($1,000).

            7. FORMS: The Contractor shall utilize Department forms as specified
               to carry out the provisions of this Contract. The Department will
               provide an electronic copy of each form in a format that may be
               duplicated for use by the Contractor. The Contractor shall
               request prior approval from the Contract Manager should he/she
               wish to modify format or develop additional forms.

            8. The Contractor shall not be responsible for housekeeping
               services, inmate food/dietary services, building maintenance,
               provision of bed linens for inmate housing, routine inmate
               transportation and security. Contractor will be responsible for
               healthcare specialty items utilized in the infirmary including,
               but not limited to, treated mattresses and infirmary clothing.

      H.    Access to Comprehensive Healthcare Services Delivery System

            1. All Florida Department of Corrections' inmates, regardless of
               status, must have unimpeded access to healthcare services.
               Contractor's healthcare staff should ensure that inmates have
               access to a level of care commensurate with the severity of the
               presenting symptomatology. If the needed level of care is not
               available at the institution of residence, timely referral must
               be made to another institution in which the necessary care is
               available.

            2. Access to healthcare services shall be provided by the Contractor
               in the following manner:

               A standardized program of routine/comprehensive, urgent and
               emergency healthcare is to be available to all inmates. Emphasis
               shall be placed on preventative healthcare practices. All
               treatment will be rendered in accordance with Department of
               Corrections' rules, policies, procedures and Health Services
               Bulletins/Technical Instructions. Healthcare will be provided at
               a minimum constitutionally adequate level of care. This means all
               necessary healthcare will be provided either routinely, urgently
               or emergently as dictated by the need to resolve the healthcare
               issue presenting itself.

               Upon arrival at the reception center, every inmate shall receive
               a healthcare orientation in accordance with Department Procedure
               403.008 and an immediate healthcare screening by qualified
               healthcare nursing staff. All inmates shall receive a subsequent
               intake physical examination at the reception center by a
               Physician, Advanced Registered

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               Nurse Practitioner or Physician Assistant. The intake physical
               examination shall take place no later than seven (7) days after
               the inmate is received at the reception center.

               Each intake examination shall include, at a minimum, the
               following: a complete history, physical exam, designated lab
               work, and any specialty follow up exams deemed appropriate. The
               examining physician will also prescribe any needed or appropriate
               medications at this time.

               Each inmate will receive a transfer screening on departure from
               and on arrival to an institution as well as orientation to
               healthcare services at the newly assigned institution. The
               inmate's healthcare records shall be reviewed on arrival for
               medication, emergency or urgent medical needs or any specialty
               follow up scheduled. This would include placement in a chronic
               illness clinic status if required for preventative care.

               Each inmate will receive a periodic health assessment as required
               by Office of Health Services' Technical Instructions (TI's).

               Each inmate shall receive a health appraisal prior to being
               placed in confinement.

               Sick call shall be performed daily Monday through Friday and for
               emergencies on Saturdays, Sundays and Holidays. Inmates must be
               able to sign-up for sick call seven (7) days a week and the sick
               call sign-up form shall be triaged daily by healthcare staff.

               Inmates experiencing health care emergencies may request and
               shall receive emergency care at any time, if indicated,
               twenty-four (24) hours a day seven (7) days a week.

               By statute, inmates are charged a $4.00 co-pay for any
               inmate-initiated visit to a health care provider, other than for
               emergency visits that require treatment. The Department will
               collect inmate co-payments in accordance with Department
               procedures based on appointment screen encounter entries and will
               retain all co-payments collected.

      I.    Responsibility for and Coordination of Care

            1. The Contractor shall be responsible for all inmate healthcare
               services.

            2. The Contractor's staff member designated as the institutional
               administrator will be responsible to the institution's Warden for
               coordinating and ensuring the provision of all institutional
               healthcare. Questions or issues arising during the course of
               daily activities that can not be resolved at the institution will
               be referred to the Department's Regional Contract Monitor and/or
               Contract Monitoring Team.

            3. The Contractor shall provide sufficient controls over both its
               contracted and employed physicians/psychiatrists to be able to
               ensure strict adherence to the department's drug formulary.
               Compliance with the Department's Drug Exception Request (DER)
               policy is required prior to prescribing any non-formulary
               medications. Subsets or restricted use of the Department's
               formulary that effectively limit, in any manner, the use of the
               Department's formulary are prohibited. Additionally, all
               medications shall be prescribed appropriately as indicated in the
               current edition of Drug Facts and Comparisons and the most recent
               Physicians' Desk Reference. Contractor shall not prescribe
               non-therapeutic doses, or change, increase or decrease medication
               or dosages without providing ample time for the medication to
               take effect as provided for in the package insert. If this
               occurs, the Contractor will be considered non-compliant with the
               provisions of care in the Contract. Should there be a requirement
               for use of a non-therapeutic dosage or the

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               need to prematurely change medication or dosages, there must be
               appropriate clinical justification documented in the chart as
               well as adherence to the DER process to gain approval.
               Practitioners' prescribing practices will be tracked monthly and
               reported by the Contractor. Prescribing practices will also be
               monitored for performance measure compliance as per Section 3.30.

      J.    Initial Health Assessments - Intake Process

            The Contractor shall provide each inmate a comprehensive physical,
            dental and mental health assessment upon incarceration in accordance
            with TI 15.01.06. The results shall be recorded in the inmate's
            healthcare record. THIS INITIAL ASSESSMENT DURING THE INTAKE PROCESS
            APPLIES ONLY TO THE REGION IV RECEPTION CENTERS AT BROWARD
            CORRECTIONAL INSTITUTION AND SOUTH FLORIDA RECEPTION CENTER.

            As a result of the assessments, a plan of care shall be developed as
            necessary for each inmate. The Contractor shall provide, or cause to
            be provided, all healthcare services in accordance with specified
            healthcare standards set forth in Section 3.3.1 and consistent with
            maintaining a minimum constitutionally adequate level of care.

            HSB 15.03.13 defines the procedures for assigning a medical and a
            work grade to inmates utilizing a physical profiling system. Each
            inmate is assigned to an institution according to an overall
            functional capacity designation indicated by a numerical
            designation.

            An overall medical grade assignment may be made at any time an
            inmate has an encounter with healthcare personnel if that encounter
            indicates a change. On those occasions when evaluation or
            re-evaluation of an inmate's medical grade is appropriate, changes
            may only be made by a clinician, or in the case of "S" category, by
            a psychiatrist or psychologist. Other mental health staff may
            recommend appropriate changes to the Chief Health Officer (CHO).
            Either a physician, dentist, clinical associate, or a psychologist
            may change a "W" grade after coordination, but only based upon a
            valid medical or mental health limitation.

            Anatomical defects or pathological conditions will not in themselves
            form the sole basis for recommending assignment or work limitations.
            While these conditions must be given consideration when
            accomplishing the designation functional capacity, prognosis and the
            possibility of further aggravation must be considered.

            Certain institutions in the thirteen (13) institutions in Region IV
            will house inmates classified in all medical grades and mental
            health grades.

      K.    Medical Services

            1. General Overview

               The Contractor shall provide medically necessary medical services
               and shall be responsible for all inmate medical costs for medical
               care provided, including, but not limited to, inpatient and
               outpatient care, emergency services, initial screening for pre-
               existing conditions, detoxification of substance abusers and
               provision of eyeglasses and hearing aids.

               The Contractor will make every effort, in coordination and
               cooperation with the institutional Warden, to administer as much
               healthcare as is practical to inmates housed in the confinement
               or close management units, at those locations. This includes Sick

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               Call. The Warden will make every effort to provide appropriate
               facilities at the respective housing unit.

            2. Sick call shall be provided in compliance with Procedure 403.006.

            3. Access to specialty care shall be provided through regularly
               scheduled chronic illness clinics and other specialty clinics as
               necessary, conducted under the direct supervision of the CHO as
               required by Technical Instruction (TI) 15.03.05, Chronic Illness
               Clinic.

               These clinics are to be operated and care is to be provided in
               accordance with the Technical Instruction. Development of
               programs that incorporate best practices, prevention strategies,
               clinical-practice improvement, clinical interventions and
               protocols, outcomes research, information technology, and other
               tools is required. The State of Florida has a disease management
               initiative which has been designed to promote and measure: health
               outcomes, improved care, reduced inpatient hospitalization,
               reduced emergency room visits, reduced costs, and better educated
               providers and patients. Since these outcomes are similarly
               desirous in the correctional healthcare system, the Contractor
               shall develop and implement Disease Management programs as
               necessary in conjunction with the operation of chronic illness
               and specialty clinics. Disease Management programs shall be
               completed and implemented by the end of the sixth (6th) month of
               service delivery under this Contract.

               The Contractor may use, subject to availability, specialty
               clinics at the Department's Regional Medical Center (RMC) in Lake
               Butler for all non-emergency cases requiring specialty
               consultation that are beyond institutional capability. If a
               specialty clinic is not available or can not be scheduled at RMC
               within a time determined necessary by the Contractor's CHO,
               alternative arrangement to obtain the services shall be made
               locally. Additionally, all non-emergency or high risk ambulatory
               surgeries may be performed at the mobile surgery unit located at
               RMC. Emergencies and high risk cases shall be evaluated by and
               treated clinically as determined by the Contractor's CHO in
               conjunction with Utilization Management. The Contractor is
               financially responsible for all healthcare services provided at
               RMC or coordinated through RMC for provision at a community
               hospital, as coordinated by the Department's Utilization
               Management section.

            4. The Contractor shall provide a communicable disease education
               program for inmates that is consistent with Procedure 401.012,
               the Department's existing health education program for HIV and
               AIDS, and that complies with Section 945.35, Florida Statutes.

            5. Testing for HIV infection, shall be done in accordance with
               applicable State and Federal Law and Department Policies and
               Procedures.

            6. Infirmary care shall be available for those inmates requiring
               skilled nursing care, chronic illness care, convalescent care and
               for all acute and chronic conditions that can be managed on-site.
               Infirmary care shall be available and is required to be utilized
               at all Region IV institutions except Indian River Correctional
               Institution. In administering infirmary care, the Contractor
               shall ensure the following is provided:

               a. When the infirmary is occupied or there is/are inmates shown
                  as being in an "admitted" status, such as in an IMR cell,
                  there shall be twenty-four (24) hour coverage maintained
                  on-site by a Registered Nurse or IV Certified Senior Licensed
                  Practical Nurse with telephonic capability to contact the
                  on-call Registered Nurse;

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                b. Daily infirmary rounds by nursing staff;
                c. 24-hour Physician on-call coverage;
                d. A manual of nursing care procedures;
                e. A separate and complete medical record for each patient;
                f. That infirmary rounds will be conducted by the Physician no
                   less than one (1) time per day, Monday through Friday; and
                g. Contractor staff is within sight or sound of the infirmary at
                   all times.

            7.  Documentation shall be made in the inmate's medical record of
                all infirmary encounters by a medical services provider working
                for, or on behalf of, the Contractor.

            8.  Contractor shall monitor all infirmary cases to ensure that
                inmates who meet generally accepted standards for hospital
                admission are not inappropriately maintained in the infirmary.

            9.  Referral of inmates shall be in compliance with the Department's
                utilization management program procedures and such referrals
                shall be made to an approved healthcare provider within the
                community. Any healthcare subcontracting arrangements must be
                approved by the Department. Any hospital facility must also be
                approved by the Department to provide hospital-based services
                for the Department's inmates as specified in Section II., A. The
                Department also has current contractual agreements with
                community healthcare providers, generally associated with care
                at Reception Medical Center (RMC) (A list of current Department
                community healthcare providers is provided for reference as
                EXHIBIT A.) The Contractor shall be financially responsible for
                all costs associated with the care of an inmate treated by any
                community provider or in any community provider facility. Use of
                additional Contractor utilization procedures is permitted only
                in addition to the Department's utilization management
                procedures and only where Contractor's procedures do not
                conflict.

            10. Hospitalization of inmates requiring care beyond the capability
                of the infirmary shall be provided at either a community
                provider facility licensed to provide inpatient hospital
                services or at the RMC Hospital. Inpatient hospital services are
                those medically necessary services provided under the direction
                of a physician or dentist in a hospital maintained primarily for
                the care and treatment of admitted patients with disorders other
                than mental diseases. These services include, but are not
                limited to, medical supplies, diagnostic and therapeutic
                services, use of facilities, pharmaceuticals, room and board,
                nursing care and all supplies and equipment necessary to provide
                a minimum constitutionally adequate level of care. Routine
                admission from the institution shall be made to a facility
                approved by the Department and shall be reported to the
                Department's Utilization Management Program at RMC within twelve
                (12) hours of occurrence. Recommendations for hospitalization,
                with the exception of emergency situations, shall require review
                and approval by the Contractor's on-site CHO. Hospital
                admissions that arise from emergency situations shall be
                reviewed by the Contractor's on-site CHO within forty-eight (48)
                hours of admission and reported to the Department's Utilization
                Management Program within 12 hours of occurrence.

            11. Non-routine (emergency or urgent) or Emergency Medical Services
                (EMS) transportation of inmates, as outlined in Section II., A.,
                is the responsibility of the Contractor. Routine transportation
                of inmates for medical visits, consultations, diagnostic studies
                and hospital admissions that utilize Department of Corrections'
                vehicles and staff shall remain the responsibility of the
                Department.

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            12. Contractor shall review the healthcare status of those inmates
                admitted to outside hospitals to ensure that the admission is
                medically necessary, and the length of stay appropriate as
                required by the Department' Utilization Management Program.

            13. Compliance with the Department's Utilization Management Policies
                and Procedures regarding referral methods, scheduling,
                transportation, reporting of test results, healthcare records,
                acute care hospitalization and patient follow-up is required.
                The Contractor may utilize its own Utilization Management
                Procedures where such procedures do not conflict with the
                Department's.

            14. Treatment, care or procedures, including but not limited to,
                surgery and prosthetics, initiated at the institution, shall be
                completed prior to clearance of the inmate for transfer to
                another institution with the exception of emergency,
                disciplinary or mental health transfers. If an inmate is
                transferred prior to completion of treatment, the financial
                burden for the provision of completing appropriate care is the
                responsibility of the Contractor and will be billed back to the
                Contractor by the Department or will be the responsibility of
                the state-operated facility originally providing the service.

            15. Referral of inmates requiring hospitalization or other specialty
                care in continuing follow-up to previous surgery or other
                scheduled procedures remains the responsibility of the
                Contractor or state-operated facility originally providing the
                service.

            16. Contractor shall perform eye examinations on-site in accordance
                with ACA Standards and TI 15.02.10 and TI 15.03.05. A qualified
                Optometrist shall examine inmates with specific complaints.

            17. Ophthalmic prosthetics clinically mandated by an Ophthalmologist
                and services (including prosthetics) necessary to the continued
                provision of needed healthcare for the inmate shall be the
                responsibility of the Contractor. Non-clinically mandated
                ophthalmic prosthetics may be provided at the inmate's expense.
                Eyeglasses shall be obtained by the Contractor, through PRIDE.

      L.    Mental Healthcare Services

            1.  General Overview

                The Contractor shall provide and be financially responsible for
                all mental healthcare services necessary to carry out the
                following service tasks:

                a. Identification of those inmates experiencing disabling
                   symptoms of adjustment, mental disorder and/or mental
                   retardation impairing the inmate's ability to function
                   adequately within the general inmate population.
                b. Alleviation of disabling symptoms of mental disorders.
                c. Assisting the inmate to adjust to the demands of prison life.
                d. Assisting the inmate with mental disorder or mental
                   retardation to maintain a level of personal and social
                   functioning that will enable him/her to remain in or be
                   returned to the general inmate population.
                e. Provision of clinically necessary and appropriate mental
                   health inpatient care.

                All mental healthcare shall be provided in such a manner as to
                maintain the dignity of the inmate and afford him or her a
                reasonable degree of privacy.

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            2. Levels of Care to be Provided

               a. Outpatient

                  This refers to services provided to an inmate housed in the
                  general population at all institutions as distinct from a more
                  specialized inpatient unit. Outpatient mental healthcare
                  services include, but are not limited to, individualized
                  service planning, proactive case management, group and/or
                  individual counseling, along with periodic psychiatric
                  monitoring and/or treatment as determined necessary.

               b. Isolation (Crisis Management)

                  This level of care is provided at most institutions and
                  includes all behavioral and/or psychiatric emergencies such as
                  management of the suicidal or decompensating inmate. Crisis
                  management may require placement in an infirmary Isolation
                  Management Room (IMR) or other specifically designated safe
                  housing at a permanent institution for rapid assessment, close
                  observation, and institutional based intervention. The lengths
                  of stay in an IMR or alternative housing are specified in HSB
                  15.05.05 and Procedure 404.001 Suicide and Self-Injury
                  Protection. The crisis may be appropriately managed at this
                  level or may require referral and subsequent transfer to a
                  Crisis Stabilization Unit (CSU). IMR's and Observation Cells,
                  when indicated, are designed to provide a safe and appropriate
                  setting for initial housing and observation of inmates who
                  present impairment that cannot be managed within the general
                  inmate population.

               c. Transitional (Intermediate and/or Chronic)

                  Transitional Care is only available at designated institutions
                  and is delivered in the Transitional Care Unit (TCU). The TCU
                  is a low-stress, residential placement with a therapeutic
                  milieu and direct treatment components. It is designed to
                  provide evaluation, treatment, and mental healthcare
                  intervention to any inmate whose symptoms of serious mental
                  disorder interfere with his/her capacity to safely adapt in a
                  general inmate population setting or special housing setting.
                  The goal is to alleviate problems and improve functioning
                  sufficiently to return the individual to the least restrictive
                  clinical and custodial environment. Long-term residence in the
                  TCU will be considered for an inmate who suffers from a
                  chronic, severe, and persistent mental illness (and the
                  inability to readjust to the general population or special
                  housing).

                  Some chronically impaired inmates may remain in transitional
                  care for extended periods of time. For example, mentally
                  retarded inmates who cannot function in open population, may
                  remain in transitional care for the duration of incarceration,
                  if warranted.

                  Additionally, transitional mental healthcare is indicated for
                  a person with chronic or residual symptomatology who does not
                  require crisis stabilization care or acute psychiatric care at
                  the hospital level, but whose impairments in functioning
                  nevertheless render the inmate incapable of adjusting
                  satisfactorily within the general or special housing inmate
                  population even with the assistance of outpatient care.

               d. Crisis Stabilization (Brief Inpatient)

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                  Crisis Stabilization is a more intensive level of care that
                  allows for closer management, observation, and treatment
                  intervention while seeking rapid stabilization of acute
                  symptoms and conditions. This level of care is provided in a
                  Crisis Stabilization Unit (CSU) which is a locked, highly
                  structured, safe environment located within select major
                  institutions.

                  CSU programs include a broad range of evaluation and treatment
                  services intended for inmates who are experiencing acute
                  emotional distress and who cannot be adequately evaluated and
                  treated in a TCU or infirmary IMR. Inmates who are assigned to
                  CSU's generally remain within the locked inpatient unit and do
                  not access services and activities available to general
                  population inmates. Crisis care is only intended for very
                  short term periods.

               e. Acute Psychiatric Inpatient Care

                  This level of treatment is the highest level of mental
                  healthcare available to inmates and can only be provided
                  through court order. Acute psychiatric care requires prior
                  judicial commitment to the facility, except for admissions of
                  an emergent nature. Inmates referred on an emergency basis
                  will receive judicial review and commitment (if indicated)
                  following evaluation at admission. Acute Psychiatric Inpatient
                  Care includes a broad range of evaluation and treatment
                  services within a highly structured, secure and locked
                  hospital setting. Patients are typically chronically and/or
                  severely impaired and do not respond favorably to brief
                  inpatient and/or intermediate care. Patients are typically
                  discharged to TCUs for further treatment and progressive
                  reintegration to a suitable incarcerative environment.

            3. Mental Health Screening at Reception Centers

               a. The Contractor shall provide to all newly committed inmates
                  upon receipt at a Department reception center a mental health
                  screening including psychological testing, clinical interview,
                  and mental health history. Those inmates presenting with acute
                  symptomatology of an Axis I disorder are referred for
                  immediate psychiatric evaluation, except acute substance abuse
                  cases that are referred to medical staff for detoxification.
                  These inmates are seen by a psychiatrist within the timeframes
                  specified in HSB 15.05.17.

               b. The Department of Corrections utilizes a health profiling
                  system, which includes mental health classification. This
                  profiling system assigns an S-grade to each inmate based on
                  the inmate's ability to function in various correctional
                  settings. The S-grade shall be assigned at reception and
                  represents the mental health professional's assessment
                  regarding the inmate's potential or actual ability to adapt
                  and adjust successfully to the prison environment.

               c. Since the mental health program is designed to provide varying
                  levels of care at different facilities, the assigned S-grade
                  in part will determine to which facility the offender may be
                  transferred. Other determinants include the inmate's custody
                  or security level, program needs, medical limitations, and
                  potential for aggressive behavior.

               d. The S-grade will be assigned as follows:

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                   1) S-1 = Inmate requires routine care or emergency care.

                   2) S-2 = Inmate needs ongoing services of outpatient
                      psychology.

                   3) S-3 = Inmate needs ongoing services of outpatient
                      psychology and outpatient psychiatry. S-3 is also assigned
                      routinely to an inmate who is determined to need
                      psychotropic medication, even if the inmate may be
                      exercising the right to refuse such medication.

                   4) S-4 = Inmate is assigned to a Transitional Care Unit (TCU)
                      level of care.

                   5) S-5 = Inmate is assigned to a Crisis Stabilization Unit
                      (CSU) level of care.

                   6) S-6 = Inmate is assigned to acute psychiatric inpatient
                      care at the Corrections Mental Health Institution units
                      (CMHI units).

                   7) S-9 = Inmate is in the reception process and is scheduled
                      to be evaluated by a psychiatrist. This does not include
                      inmates under the care of a psychiatrist at the time of
                      commitment to the Department who are classified as S-3 or
                      higher until evaluated by a reception center psychiatrist.

            4. Inmate Orientation to Mental Health Services

               The Contractor shall orient all newly arriving inmates to mental
               health services at the receiving institution within the time
               frame specified in TI 15.05.18.

               Orientation shall consist of a written, easily understood
               explanation (available both in English and Spanish) and oral
               presentation of available services and instruction on accessing
               mental health services including consent or refusal of mental
               health services and confidentiality. Such orientation shall be
               documented on Form DC4-773 Inmate Health Education (see TI
               15.01.06). Such documentation may be included in a clinical
               encounter, if such encounter was held, as in the case of S-2
               level and above screening.

            5. S-Grade, Health Record Review and Assessment for Continuing Care

               All newly arriving inmates who are classified as S-2 shall
               undergo a psychological screening within the time frame and
               guidelines specified in TI 15.05.18 to assess current functioning
               and treatment needs.

               All newly arriving inmates who are classified as S-3 shall
               undergo a psychiatric update within the time frame specified in
               TI 15.05.18 to assess mental status and update the Individualized
               Services Plan (ISP). Medical staff shall ensure continuity of
               pharmacotherapy for any newly arriving S-3 inmate until such time
               as the inmate can be interviewed by a psychiatrist. If the inmate
               does not have a psychiatric evaluation completed within the
               Department, or if psychotropic medication is initiated on an
               outpatient basis, the Form DC4-655 Psychiatric Evaluation shall
               be completed per TI 15.05.18. Medical and/or mental health
               nursing staff shall ensure continuity of psychotropic medications
               immediately upon the inmate's arrival.

               All newly arriving inmates whose mental health screenings
               indicate the need for inpatient care (S-9) will be seen
               immediately by a psychiatrist for determination placement and
               care.

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            6. Case Manager Assignment and Screening for S-2 and S-3 Inmates

               All newly arriving S-2 and S-3 inmates shall have a case manager
               assigned (with documentation in the health record) and shall be
               interviewed within the time frames specified in HSB 15.05.11 by a
               psychologist, psychological specialist, or RN Specialist. The
               interview will include a mental status examination and review of
               the status of problems that were the focus of attention prior to
               arrival. In the case of an inmate who is recently downgraded from
               an S-3 and above classification that is reassigned to an S-1 or
               S-2 institution, the inmate shall be maintained as S-2 for a
               period of two months and provided services accordingly.

            7. Record Review for all S-1, S-2, and S-3 Inmates

               All mental health sections of records for newly arriving inmates,
               regardless of "S" grade level, whether received from a reception
               center or transferred from another institution, must be reviewed
               within 8 days of arrival by the Contractor's mental health
               service providers.

               The purposes of the record review are to:

               a. assess and prioritize treatment needs;
               b. review the health record of every new arrival within the time
                  specified in TI 15.05.18 to determine the suitability of the
                  S-grade and to determine whether further evaluation and/or
                  treatment is indicated; and
               c. document the record review as an incidental note, summarize
                  the relevant history (education, marital status, work history,
                  physical health, drug/alcohol use, suicide threats/attempts,
                  and mental health treatment before and since incarceration),
                  and initiate the follow-up actions required at the new
                  institution, (e.g., "needs sexual disorder screening",
                  "referral to special education", "referral to substance abuse
                  treatment program", or "clinical interview due to S-2 grade").

            8. Ongoing Mental Health Services:

               a. Service Eligibility

                  The conditions for inmate eligibility for ongoing mental
                  health treatment and services are established in TI 15.05.18.
                  Ongoing mental healthcare (e.g., group and individual therapy,
                  case management, and psychopharmacotherapy) shall be reserved
                  for inmates who have or are at significant risk for developing
                  one or more of the clinical syndromes listed in TI 15.05.18
                  (DSM IV-TR Axis I disorders, mental retardation, borderline
                  personality disorder, and schizotypal personality disorder).

               b. Case Management

                  Case management services shall be provided to all S-2 and S-3
                  inmates who are receiving ongoing mental health services. Case
                  management is used to describe a wide variety of actions that
                  the case manager performs and should be identified on the
                  Individualized Service Plan just as with other interventions,
                  (e.g., individual or

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                   group therapy). Case Management is a service, not a
                   treatment, for an identified problem. The Contractor shall
                   ensure the frequency of delivery of case management services
                   as indicated in TI 15.05.18.

                   All inmates who are returned to the general population from
                   isolation management, transitional care, or crisis
                   stabilization shall receive case management and appropriate
                   follow-up services in accordance with the individual
                   assessment of clinical need.

                   The case manager shall also complete or update the Form
                   DC4-643C Bio-Psychosocial Assessment and shall ensure that
                   the Individualized Service Plan is updated in accordance with
                   time frames specified in TI 15.05.05 (for inpatients) or TI
                   15.05.11 (for outpatients).

                   If the bio-psychosocial assessment (BPSA) is incomplete or
                   outdated, (more than 12 months since the last revision), it
                   must be completed/updated.

                c. Psychotherapy/Counseling

                   Psychotherapy is considered an interactive intervention
                   between the clinician and the patient, while case management
                   essentially focuses on service monitoring and progress
                   assessment. While group therapy is more time and cost
                   efficient, the inmate's identified clinical needs will
                   ultimately determine the type and frequency of the therapy
                   modality. The Contractor shall deliver whatever therapy
                   modality will best meet the inmates' identified clinical
                   needs.

            9.  Consent to Mental Health Evaluation and Treatment

                Express and informed consent means consent voluntarily given in
                writing after provision of a conscientious and sufficient
                explanation.

                All inmates undergoing treatment and/or evaluation, including
                confinement assessments and new screenings, must have a valid
                Form DC4-663 Consent to Mental Health Evaluation or Treatment
                (see TI 15.05.18) executed within the past year. Contractor's
                staff shall advise inmates of the limits of confidentiality
                prior to delivery of any mental health services.

                Consent for phannacotherapy is described in TI 15.05.06 and
                shall be routinely completed by psychiatry staff. Fully informed
                consent for pharmacological intervention must be obtained by the
                psychiatrist prior to the initiation of such intervention.

            10. Refusal of Mental Health Services

                All inmates presenting for mental health services shall be
                informed of their right to refuse such services, unless services
                are to be delivered pursuant to a court order. If an inmate
                refuses treatment that is deemed necessary for his/her
                appropriate care and safety, such treatment may be provided
                without consent only under the following circumstances:

                a. In an emergency situation in which there is immediate danger
                   to the health and safety of the inmate or other inmates. Such
                   treatment may be provided at any major

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                   institution. Emergency Treatment Orders (ETO) shall be issued
                   as indicated in HSB 15.05.19.

                b. Involuntary treatment, likely to extend beyond forty eight
                   (48) hours, may only be sought for inmate patients committed
                   for treatment at a CMHI unit. The criteria for court petition
                   for involuntary treatment at a CMHI unit are based on Section
                   945.43 Florida Statutes and Florida Administrative Code,
                   Chapters 33-23 and 33-40.

                c. If an inmate is unable to give express consent to mental
                   health treatment and, in the professional judgment of the
                   mental healthcare provider, such treatment is immediately
                   necessary to preserve the inmate's welfare, emergency mental
                   health treatment may be rendered.

                When an inmate refuses mental healthcare services, such refusal
                shall be documented in the inmate health record. Refusals of
                mental health evaluation/treatment shall be documented on Form
                DC4-711A Refusal of Healthcare Services Affidavit which should
                be filed under the Mental Health Authorizations and Consents
                subdivider. If the inmate refuses to sign Form DC4-711A, the
                form shall be completed and signed by the provider and another
                staff member who witnessed the refusal. This shall then be filed
                on the right side of the health record behind the Mental Health
                Authorizations/Consents/Refusals subdivider.

            11. Confidentiality

                The limits of confidentiality are delineated on Form DC4-663
                Consent to Mental Health Evaluation or Treatment. The Contractor
                shall ensure that mental health staff is aware and understands
                these limits before undertaking evaluation or treatment and that
                the inmate has also been made aware of and understands these
                limits.

                Requests from outside organizations for mental health-related
                information about inmates will be referred to the institution's
                Health Information Specialist. Release of any confidential
                health records must be accompanied by Form DC4-711B Consent for
                Inspection and/or Release of Confidential Information (signed by
                the inmate and notarized). Psychological evaluations completed
                for the Florida Parole Commission also require a signed inmate
                consent.

                Disclosures that are made by an inmate to a healthcare
                professional while receiving mental health services shall be
                considered confidential and privileged, except for the
                following:

                a. Threats to physically harm self and others.
                b. Threats to escape or otherwise disrupt or breach the security
                   of the institution.
                c. Information about an identifiable minor child or
                   elderly/disabled person who has been the victim of physical
                   or sexual abuse.

                All information obtained by a mental healthcare provider shall
                retain its confidential status unless the inmate specifically
                consents to its disclosure by initialing the appropriate areas
                listed on the Form DC4-711B. (For example, if an inmate is
                undergoing a psychological evaluation for the Florida Parole
                Commission and is found to have a coexisting AIDS-related
                syndrome, be it related or not to his/her mental condition, no
                mention of his/her AIDS condition should be made in the
                psychological

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                report unless the inmate expressly authorizes such disclosure to
                be made to the Florida Parole Commission by initialing B option
                on DC4-711B.)

                When admitted to an IMR, TCU or CSU, mental health staff or (in
                their absence) a healthcare professional shall request that the
                inmate give written informed consent to treatment. The inmate
                may refuse to consent to treatment once in the IMR, however, the
                inmate cannot refuse placement.

            12. Individualized Service Plan

                Each inmate who receives ongoing mental health services shall
                have an Individualized Service Plan (ISP) developed in
                accordance with HSB 15.05.11 Planning and Implementation of
                Individualized Mental Health Services.

            13. Clinical Review and Supervision

                All non-psychiatric mental health services provided must be
                directly supervised by the Senior Psychologist who shall assume
                clinical responsibility and professional accountability for the
                services provided. In doing so, the Senior Psychologist shall
                review and approve reports and test protocols as well as
                intervention plans and strategies. Documentation of required
                review and approval shall take the form of co-signing all
                psychological reports, ISPs, treatment summaries, and referrals
                for psychiatric services and clinical consultations.

                A minimum of one hour per week shall be devoted to direct
                face-to-face clinical supervision with each psychological
                specialist and/or in accordance with guidelines of the Chapter
                490 and 491 Boards. The supervision shall focus on relevancy of
                entries to the existing ISP, progression towards therapy
                objectives and ultimate goals, and assistance in any matter that
                the psychological specialist may elect to bring to supervision.
                Documentation of the supervision taking place must be maintained
                in the mental health services unit. Confidentiality over topics
                discussed shall be maintained to the extent that it shall not be
                in conflict with the safety and security of the inmate being
                reviewed or the safety and security of anyone else. Additional
                time for supervision is at the discretion of the Senior
                Psychologist based on the needs of the psychological
                specialists.

                All group treatments must have written descriptions that have
                been reviewed and approved by the Senior Psychologist. The group
                descriptions shall include purpose, participating inmates,
                goals, predominant therapeutic approach, curriculum outline, and
                inmate selection criteria. If the group has a waiting list, then
                the selection criteria must include means of prioritizing
                enrollment.

            14. Confinement Inmates

                Mental health staff shall track the stay of inmates in
                confinement so that each can be evaluated within required time
                frames in compliance with TI 15.05.08.

                a. Inmates in Confinement Settings

                   Mental health staff shall perform rounds in each confinement
                   unit on a weekly basis, to personally observe each inmate,
                   and to inquire as to whether the inmate has any mental
                   health-related problems. The observation and inquiry can be
                   performed at

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                   the cell front, as the purpose of the encounter is not to
                   perform in-depth assessment, but rather to determine whether
                   an appointment should be made to do so. If problems or
                   concerns are cited by the inmate or observed by the
                   clinician, an appointment shall be scheduled for timely
                   follow-up.

                   Documentation for inmates in confinement settings shall be as
                   follows:

                   1) Mental health staff will enter the outcome of rounds for
                      each inmate utilizing the following code format on the
                      Form DC6-229 Daily Record of Segregation so as to avoid
                      any breach in confidentiality:

                      a) Code MH-1 (refer to medical for follow-up of physical
                         health-related complaint)
                      b) Code MH-2 (immediate mental healthcare services needed
                         due to urgent or emergent concerns)
                      c) Code MH-3 (no action required)
                      d) Code MH-4 (schedule for non-emergent follow-up by
                         mental health care staff)
                      e) Code MH-5 (evaluation and/or treatment)

                   2) If a code other than MH-3 is entered on the Form DC6-229
                      Daily Record of Segregation, mental health staff shall
                      also make appropriate charting in the health record on the
                      Form DC4-642 Chronological Record of Outpatient Mental
                      Healthcare. A copy of each written referral will be placed
                      in the health record under the Other Mental Health Related
                      Correspondence subdivides

                b. Confinement Assessment

                   Confinement assessments shall include a mental status
                   examination and any other formal evaluation needed to
                   determine the inmate's suitability for continued confinement.
                   Because of confidentiality issues, psychiatric or
                   psychological confinement assessments must never be conducted
                   at the cell front.

                   The Mental health grades shall be evaluated as follows:

                   1) S-1 and S-2 inmates must be evaluated within 30 days after
                      being placed in confinement and every 90 days thereafter.

                   2) S-3 inmates are required to have a mental status
                      examination recorded on the Form DC4-642 within five (5)
                      days of being placed in confinement and every 30 days
                      thereafter. Since S-3 inmates are seen at least every 30
                      days as part of the treatment plan, this evaluation can be
                      done as part of the regular case management contact.

                   Mental health staff shall notify the classification
                   supervisor of each inmate's mental condition as these
                   confinement assessments are completed using Form DC4-528
                   Mental Status of Confinement Inmates. Notification shall
                   indicate that the inmate is either unimpaired, receiving
                   appropriate outpatient care, or has been referred for
                   inpatient care. A copy of the completed DC4-528 shall be
                   placed in the health record (Other Mental Health Related
                   Correspondence subdivider).

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                   All facilities shall use OBIS to track inmates in
                   confinement. The OBIS printout indicates when all confinement
                   reviews are to be scheduled and will indicate any
                   discrepancies.

                c. Treatment While in Confinement

                   The Contractor shall ensure that confined inmates receive all
                   necessary and appropriate mental healthcare including
                   evaluation, case management, individual therapy, group
                   therapy, and psychotropic medication. Mental healthcare shall
                   be provided in the confinement interview room when possible.

                   The Contractor shall comply with the procedural elements as
                   detailed in TI 15.05.08 Mental Health Services for Inmates
                   Who Are Assigned to Confinement, Protective Management or
                   Close Management Status.

            15. Outpatient Psychiatric Consultation for Inmates at S-1 or S-2
                Institutions

                Outpatient psychiatric consultation is indicated when any of the
                following occurs: (in absence of condition which would warrant
                referral to a crisis stabilization unit)

                a. When staff cannot reach a definitive diagnosis of presenting
                   symptoms that impair functioning or are unsure about the
                   possible risk of serious harm. (For example, where a patient
                   who has had multiple episodes of suicidal ideation and/or
                   minor self-injury may require psychiatric evaluation as part
                   of the follow-up after being returned to general population
                   from infirmary isolation.)

                b. Presenting symptoms are accompanied by more than mild (i.e.,
                   at least moderate) impairment of functioning.

                c. Presenting symptoms, though accompanied by only mild
                   impairment of functioning, persist after appropriate
                   psychological intervention has been provided. (For example,
                   where an inmate with mild depression or anxiety has not
                   responded to two to six (2-6) months of verbal therapy.)

                d. Presenting symptoms suggest the presence of a major mental
                   illness such as dementia or other cognitive disorder, mood
                   disorder, or psychotic disorder.

                Outpatient psychiatric consultation is obtained through
                transport versus transfer of the inmate to the nearest S-3
                facility. The inmate is returned the same day of the consult,
                unless the psychiatrist determines that immediate admission to a
                CSU is indicated. The Regional Mental Health Consultant will
                designate the preferred consulting facility for each particular
                institution.

                Outpatient psychiatric consultation may be requested by a
                physician or Senior Psychologist. The Senior Psychologist or
                physician, in that order of availability, must give prior
                approval of any psychiatric consultation that is recommended by
                a psychological specialist.

            16. Referral/Transfer to TCU/CSU/CMHI Units

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                Transfer criteria and procedures are fully described in
                Procedure 404.003 Mental Health Transfers.

                ALL TRANSFERS SHALL BE COORDINATED WITH THE DEPARTMENT'S OHS
                TRANSFER COORDINATOR IN THE OFFICE OF HEALTH SERVICES.

                Mental health transfers for inpatient care to TCUs, CSUs, and
                CMHI units shall be considered either routine, urgent, or
                emergent (based upon clinical assessment made by the referring
                mental health team). All TCU referrals are routine transfers
                while CSU referrals, by nature, will be considered as urgent or
                emergent. CMHI unit referrals are either routine or emergent.

                During regular working hours, transfers shall be effected by
                completion of the Form DC4-656 Referral for Inpatient Mental
                Healthcare (the designated e-form shall be utilized) which shall
                be directed to the population management administrator and to
                the mental health transfer coordinator.

                After regular working hours (and on weekends and holidays),
                transfers shall be effected by on-site medical staff who shall
                intervene to manage any mental health emergency according to the
                protocol established in Procedure 404.003.

                a. Corrections Mental Health Institution (CMHI) Transfers

                   Routine transfers to CMHI shall be initiated through a
                   consensus reached by a CSU multidisciplinary service team
                   which will request the institutional warden to file a
                   petition with the court in the county where the inmate is
                   housed.

                   Emergent transfers to CMHI units are indicated through
                   consensus reached among the CSU multidisciplinary services
                   team that a patient's condition has reached a level of care
                   that cannot be provided at the institution and that only CMHI
                   can provide the required level of care. The staff
                   psychiatrist or the unit coordinator shall advise the warden
                   who will need to give administrative approval of the
                   emergency transfer request. Once warden approval is granted,
                   the Contractor shall contact the Regional Mental Health
                   Consultant of that region who must give approval based on
                   his/her appraisal of the inmate's clinical condition.

            17. Suicide Prevention and Crisis Management

                The Contractor shall comply with Department Procedure 404.001
                with regard to the care and management of inmate's at risk for
                self-harm.

                a. Department staff have been trained to recognize and
                   immediately report warning signs for those inmates exhibiting
                   self-injurious behavior and suicidal ideations. However, only
                   the Contractor's mental health or medical staff will
                   determine risk of self-injurious behavior, assign/discontinue
                   suicide observation status, and make other decisions that
                   significantly impact healthcare delivery, such as when to
                   admit/discharge from a given level of care.

                b. A psychiatrist, Psychiatric Advance Registered Nurse
                   Practitioner (ARNP), psychiatric clinical associate or
                   psychiatric physician assistant shall have final
                   responsibility and authority for the clinical management of
                   inmates assessed as at- risk for serious self-injurious
                   behavior or suicide, in the absence of a psychiatrist,

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                   Psychiatric ARNP, psychiatric clinical associate or
                   psychiatric physician's assistant, a non-psychiatric
                   physician, or regular ARNP clinical associate or physician's
                   assistant will assume final responsibility and authority for
                   clinical management, in consultation with available mental
                   health staff (typically, psychological specialists and
                   psychologists). Additionally, the non-psychiatric physician,
                   clinical associate or physician's assistant, may consult with
                   a psychiatrist via telephone, at his/her discretion.

                c. The assignment (ordering) of suicide observation status will
                   require prior admission to one (1) of the following levels of
                   mental health care:

                   1) infirmary mental health care;
                   2) transitional care;
                   3) crisis stabilization care; and
                   4) acute hospital care (Corrections Mental Health Institution
                      Units).

                d. All initial orders for suicide observation status shall
                   address:

                   1) Observation Frequency: The inmate-patient will be observed
                      every fifteen (15) minutes or continuously, depending upon
                      her/his acuity level.

                      a) Generally, it is appropriate that inmates who are
                         judged suicidal are observed continuously, while those
                         with less acuity may be observed at least every fifteen
                         (15) minutes.
                      b) The frequency of observation will be continuous when an
                         isolation management room or observation cell is not
                         available (i.e., inmate is being housed outside of an
                         isolation management room or observation cell for up to
                         seventy-two (72) hours) or when the inmate is outside
                         of the available isolation management room or
                         observation cell.

                   2) Housing: Inmates will be housed in an isolation management
                      room. If an isolation management room is not immediately
                      available on site, the inmate may be housed in an
                      observation cell in accordance with the following:

                      a) The use of an observation cell when an isolation
                         management room is not immediately available at the
                         institution of residence will only occur for the
                         purpose of providing safe, temporary housing of an
                         inmate, until such time as the inmate can be evaluated
                         by mental health staff (Psychiatric ARNP, psychological
                         specialist, senior psychologist, or psychiatrist). Such
                         use of an observation cell will not exceed seventy-two
                         (72) hours.

                      b) The use of an observation cell for the above-stated
                         purpose shall require admission to infirmary mental
                         health care and prior nursing assessment recorded on
                         "Mental Health Emergency Nursing Assessment," DC4-683A,
                         and a physician's order, typically given over the
                         telephone. The physician's order shall specify the
                         interval of observation required (typically, "q-15
                         minutes"); diet/eating utensil restrictions, if any;
                         and permissible apparel (typically, isolation blanket,
                         mattress, and privacy wrap). Security staff will
                         observe the inmate, and will record such observation on
                         the "Observation Checklist," DC4-650. Nursing staff
                         shall perform evaluation of the inmate each shift as
                         per established protocol.

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                      c) Mental health staff will evaluate the inmate in the
                         morning of the next work day, and will make one of the
                         following recommendations/dispositions, in the order
                         presented, as appropriate:
                         (1) Release the inmate to general inmate housing (which
                             includes open population and/or confinement).
                         (2) Initiate formal infirmary admission and move the
                             inmate to the institutional infirmary or other
                             healthcare (non-confinement) area. Any placement of
                             an inmate outside of an isolation management room
                             will require continuous one-to-one observation,
                             with documentation every fifteen (15) minutes on
                             the "Observation Checklist," DC4-650, performed by
                             security staff.
                         (3) Place the inmate in an open transitional care
                             unit/crisis stabilization unit cell (for
                             institutions having such units), albeit such
                             placement will not constitute an admission to
                             transitional care unit/crisis stabilization unit,
                             and the inmate will have to be moved if the bed is
                             subsequently needed for a transitional care
                             unit/crisis stabilization unit admission.
                         (4) Transfer the inmate to an institution having an
                             available Isolation Management Room (IMR), pursuant
                             to "Mental Health Transfers," Procedure 404.003. In
                             this regard, each institution will maintain a list
                             of institutions in relatively close proximity to
                             which an inmate may be transferred for admission to
                             an IMR. Such transfer and admission shall be
                             temporary, and the inmate will be returned to the
                             sending institution if and when an IMR becomes
                             available, provided that the inmate has not already
                             been discharged to general population housing (at
                             the sending institution) or admitted to a crisis
                             stabilization unit.

                      d) In the event that a suitable bed is not available at
                         the institution of residence for an inmate who has been
                         assessed by mental health staff as requiring inpatient
                         mental health treatment, the warden, security, and
                         healthcare staff will work collaboratively to determine
                         the safest alternative housing available, until the
                         inpatient bed is available.

                      e) A general infirmary bed will not be used as an
                         alternative location for close management or other
                         inmates who pose imminent security risk.

                      f) Before an inmate is transferred for IMR placement,
                         institutional staff will maximize utilization of
                         available space. For example, general population
                         inmates who are housed in IMR's may be reassigned to
                         suitable alternative housing in a healthcare setting
                         (e.g., respiratory observation room or general
                         infirmary bed) in order to make IMR's available to
                         close management or other high security inmates.

                   3) Diet/Eating Utensils: The "crisis stabilization diet" and
                      associated utensils specified in "Prescribed Therapeutic
                      Diets," Procedure 401.009, shall be used, unless otherwise
                      ordered and justified in the record, by the attending
                      clinician.

                   4) Approved Mattresses, Blankets, and Privacy Apparel: Only
                      those mattresses, blankets, and privacy apparel that meet
                      the standards in "Isolation Management Rooms and
                      Observation Cells," Procedure 404.002, will be given to
                      inmates who are on suicide observation status.

                   5) Standard Issue Apparel/Supplies for Inmates Assigned to
                      Suicide Observation Status: The following shall be issued
                      to each inmate assigned to suicide observation status,
                      unless explicitly denied by attending clinician's written
                      order, in which case, such order will include written
                      clinical justification: (Under no

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                                                                  CONTRACT C2297

                      circumstances will an inmate be left without a means to
                      cover her/his nakedness).

                      a) canvas or other tear-resistant blanket;
                      b) canvas or other tear-resistant privacy wrap;
                      c) paper or canvas or other tear-resistant gown (for
                         females only);
                      d) plastic covered mattress; or
                      e) underpants (for females only).

                   6) Clothing While Attending Activities Outside of the
                      Isolation Management Room/Observation Cell: Regular ward
                      clothing shall be issued when the inmate-patient is
                      allowed to attend activities outside of the
                      IMR/observation cell, unless prohibited by order of the
                      attending clinician, who will provide clinical
                      justification for such restriction, and specify
                      alternative clothing to be worn, in the infirmary record.

                Suicide observation status shall be reordered by the attending
                clinician every twenty-four (24) hours. During weekends and
                holidays, this may be accomplished via verbal order, which shall
                be countersigned by a physician, advance registered nurse
                practitioner (ARNP), or clinical associate within ninety-six
                (96) hours.

            18. Time-Out, Seclusion and Restraint

                Departmental policy allows for the use of time-out, seclusion,
                and/or therapeutic restraints with appropriate clinical
                justification to manage crises and prevent suicides. Usage shall
                be in accordance with appropriate laws and professional
                standards. The least restrictive alternative is to be used to
                help the inmate regain self-control when such action can
                reasonably be expected to be effective. These procedures shall
                never be used as punishment, but rather to protect the emotional
                well being of the inmate as well as the safety of the inmate and
                others. Refer to TI 15.05.10 Use of Time-Out, Psychiatric
                Seclusion, and Psychiatric Restraints.

            19. Use of Force with Mentally Disordered Inmates

                Physical force may be used with a mentally disordered inmate
                only as a last resort when it reasonably appears that other less
                restrictive and intrusive alternatives are not feasible. When
                the use of physical force is indicated, only that amount and
                type of force necessary to accomplish the authorized objective
                shall be employed. If necessary, an electronic restraining
                device(s) may be used to move the inmate to a CSU or an IMR.
                Chemical agents such as pepper spray shall not be used in
                inpatient mental health settings such as IMR's TCU's, CSU's, or
                the Corrections Mental Health Institution unit, except where
                reasonably necessary in order to:

                a. Prevent or subdue an inmate or inmates from taking control of
                   the health unit.
                b. Prevent an inmate from taking a hostage or to help free a
                   hostage.
                c. Prevent an inmate from escaping.

                The use of physical force may be appropriate under the following
                circumstances:

                a. To administer court-ordered treatment or treatment that is
                   necessary to protect the health of other persons, or to
                   protect the inmate against self-inflicted injury or death
                   (only by or under the order and supervision of a physician or
                   designee).

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                                                                  CONTRACT C2297

                b. To reduce the threat of immediate physical harm to property,
                   inmate patients, or staff at the hands of an inmate patient
                   who is displaying verbal or physical aggression.

                c. To facilitate compliance with a lawful command which is
                   necessary to maintain order and security within the unit.

                Documentation of a use-of-force and its authorization shall be
                made pursuant to Chapter 33-3.0066, Florida Administrative Code.
                Refer to Procedure 602.002 Use of Force in Correctional
                Facilities.

            20. Screening, Treatment, and Continuity of Care for Sex Offenders

                Sex offender screening shall be completed within thirty (30)
                days of arrival at a permanent institution. If the inmate
                refuses or is not amenable to treatment for a diagnosed sexual
                disorder, (excluding disorders of sexual dysfunction) the
                refusal shall be documented through a signed refusal form and
                filed in the inmate's health record. All effort should be made
                to enroll eligible inmates in the program once the inmate is
                within two years of his/her projected release date. Treatment
                prior to that time would be considered premature intervention
                since the primary goal is to prepare the inmate for continued
                treatment within the community upon release. Screening and
                treatment of sex offenders shall be in compliance with HSB
                15.05.03.

                Mental health staff shall recommend treatment only for those
                inmates who show evidence of a diagnosable sexual disorder and
                who are amenable to treatment. Inmates appropriate for treatment
                will be those who admit to having engaged in obsessive deviant
                sexual fantasy or illegal/harmful behavior in the past, express
                a desire to alleviate or avoid such fantasy or behavior in the
                future, and are willing to participate in available treatment
                before release.

                Prior to group enrollment, mental health staff shall ensure that
                the DC4-663, Consent to Mental Health Evaluation or Treatment is
                current within the past 12 months. In addition, inmates with
                paraphilic sexual disorders shall be requested to sign a
                DC4-660, Consent to Sex Offender Treatment.

                Civil commitment: The Jimmy Ryce Sexually Dangerous Predators
                Act requires the identification of inmates who may be assessed
                as sexual predators prior to their release from the Department.
                Records, including assessment and treatment (if any), and
                institutional adjustment data for these inmates shall be
                forwarded by the institutional Health Information Specialist
                (HIS) to a multidisciplinary team of mental health professionals
                with the Department of Children and Families (DCF) for further
                review and assessment in compliance with Department Procedure
                Manual 601.213, Civil Commitment of Sexually Violent Predators.

            21. Mentally Retarded Inmates

                Mentally retarded inmates with minimal to mild impairment in
                ability to function within the general inmate population are
                assigned to institutions having impaired inmate services. Those
                with moderate impairment in functioning may be referred and
                assigned to a TCU.

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                Mental health staff shall keep track of all mentally retarded
                inmates so that continuity of care procedures can be undertaken
                at least 180 days before release (see TI 15.05.18). Mental
                health services for inmates identified as mentally retarded will
                be provided in accordance with TI 15.03.25., Impaired Inmate
                Services.

            22. Aftercare Planning for Mentally Retarded and Mentally Disordered
                Inmates:

                a. Post-incarceration Inpatient Referral Planning

                   Inmates who reach end-of-sentence and who continue to suffer
                   from a mental illness and present a danger to self or others
                   may require inpatient care after release from the Department.
                   When appropriate, the Contractor's staff shall initiate Baker
                   Act (judicial commitment) proceedings prior to the inmate's
                   release. Baker Act proceedings may only be initiated at CMHI
                   units or a CSU. Where appropriate, mental healthcare staff at
                   other facilities shall immediately transfer patients who
                   require inpatient care and are approaching end-of-sentence
                   (EOS) to a CSU. The inpatient units shall pursue civil
                   commitment to a mental health receiving facility in
                   accordance with HSB/TI 15.05.18.

                b. For Mentally Retarded Inmates:

                   The required procedure to be followed by Contractor's staff
                   in aftercare planning for mentally retarded inmates who will
                   need outpatient care is as follows:

                   A continuity of care plan shall be developed for each
                   mentally retarded inmate being released from the Department.
                   Mental health staff shall track (via OBIS) the expiration of
                   sentence of such inmates so that aftercare planning can
                   commence not later than 180 days prior to EOS. Inmates with
                   mental retardation shall be provided outpatient follow-up
                   through the Agency for Persons with Disabilities (APD). As
                   with S-3 inmates, the case manager will initiate referral to
                   the appropriate APD district program office at least one
                   hundred fifty (150) days before EOS and provide the
                   following:

                   1) Name of the inmate and the community where s/he intends to
                      reside.
                   2) Inmate's expected date of release.
                   3) Qualifying disability pursuant to Chapter 393, Florida
                      Statute.

                   The case manager shall ensure that the inmate understands how
                   to apply for services and assists him/her in applying.

                c. For Mentally Disordered Inmates:

                   The required procedure to be followed by Contractor's staff
                   in aftercare planning for mentally disordered (versus
                   mentally retarded) inmates who will need outpatient care is
                   as follows:

                   1) Contact the Department of Children and Families' District
                      Forensic Coordinator (see list in TI 15.05.18) to
                      coordinate aftercare planning with the community mental
                      health center that will provide services to the inmate
                      after release.

                   2) Obtain a signed release of information form from the
                      inmate to the District Forensic Coordinator and the
                      appropriate community facility. Forward the

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                      Referral for Mental Health Aftercare Planning to the
                      District Forensic Coordinator.

                   3) Document all contacts as incidental notes on the DC4-642,
                      Chronological Record of Outpatient Mental Healthcare and
                      file correspondence in the Other Mental Health
                      Related Correspondence section of the health record.

                   4) Inform the inmate of his/her appointment verbally and in
                      writing, and send a treatment summary to the community
                      facility thirty (30) days prior to EOS.

                   Contractor shall comply with TI 15.05.18 in providing
                   aftercare planning for mentally disordered inmates.

            23. Psychological Evaluations and Referrals

                Mental health staff shall provide psychological evaluations for
                inmates referred by various program areas or by other
                correctional entities including the Florida Parole Commission
                and the Interstate Compact Office. The techniques used may vary
                depending on the nature of the evaluation and the referral
                question, but will generally require a record review and
                clinical interview (and may require psychological testing).

                a. FPC Referrals for Counseling/Therapy:

                   Referrals for mental health services may be received from the
                   Florida Parole Commission (FPC) via e-mail to the
                   Department's Director of Mental Health Services (DMHS), with
                   a copy to the Director's Administrative Assistant. FPC
                   referrals will generally request a psychological evaluation
                   and report or consideration for mental health
                   counseling/therapy (typically anger/stress management or sex
                   offender group). Referrals will take place in the following
                   manner.

                   1) The DMHS will record the request on the "FPC Request Log",
                      confirm the location of the inmate, and forward the
                      request (via e-mail) to the Senior Psychologist (at the
                      institution in which the inmate is housed), with a copy to
                      the Department's Regional Mental Health Consultant (RMHC).
                      The e-mail will specify a due date for evaluation and the
                      date the final report must be sent to the FPC, via regular
                      mail. After recording the referral on the "FPC Request
                      Log," the DMHS' office will send an e-mail to the
                      institutional Senior Psychologist, with copy to the
                      Department's RMHC, directing that the inmate is to be
                      interviewed in order to determine his/her need for, and
                      amenability to, the counseling recommended. This e-mail
                      will include two due dates: a date by which institutional
                      mental health staff must determine need and amenability
                      for counseling (typically three (3) weeks from the date of
                      the DMHS office's e-mail); and a date by which counseling
                      (if indicated) must be completed (typically 210 days [7
                      months] from the date of the e-mail; or 30 days prior to
                      the month of the next scheduled FPC review, whichever is
                      sooner).

                   2) Upon receipt of the request, institutional mental health
                      (MH) staff will initiate a mental health "hold", and
                      acknowledge receipt of the request as well as the intent
                      to complete the evaluation and report by the due date. The
                      request acknowledgement will be sent via e-mail to the
                      DMHS, with a copy to the Department's RMHC.

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                   3)  If the inmate is transferred to another facility before a
                       mental health hold is initiated, institutional MH staff
                       at the institution from which the inmate transferred
                       shall forward (e-mail) the request to the new
                       institution, whose MH staff shall perform actions
                       specified in paragraph 2, above.

                   4)  If the inmate is transported outside of the Department
                       before the evaluation is completed, (e.g., to outside
                       court), institutional MH staff will so advise the DMHS,
                       whose office will provide monthly status reports until
                       the inmate returns. If the inmate has not returned by
                       seven (7) days prior to the due date, institutional MH
                       staff shall so advise the DMHS, who shall advise the FPC
                       that the report may be delayed due to the inmate's
                       unavailability.

                   5)  Institutional MH staff shall review the health record,
                       interview the inmate, and determine whether the inmate
                       needs and is amenable (voluntarily consents) to
                       counseling/therapy. Institutional MH staff shall e-mail a
                       draft determination, together with sufficient
                       justification, to the Department's RMHC for review.

                   6)  Institutional MH staff shall complete a draft report
                       before the due date, allowing sufficient time for review
                       of the draft by the Department's RMHC. Each RMHC will set
                       specific parameters in their region regarding the number
                       of days that must be allowed for regional review and
                       shall forward the draft report to the RMHC for review.
                       The RMHC will indicate approval of the draft via e-mail.

                   7)  Upon receiving written notice of approval from the RMHC,
                       institutional MH staff will mail the final report to the
                       FPC, and advise (by e-mail) the RMHC and the DMHS that
                       the report has been mailed. Institutional MH staff will
                       file a copy of the report, together with the RMHC's
                       approval e-mail, in the health record.

                   8)  The RMHC shall review all determinations, whether therapy
                       is recommended or not, and will either concur or disagree
                       with the determination, communicating this decision via
                       e-mail as appropriate, with a copy to the institutional
                       Senior Psychologist.

                   9)  The Senior Psychologist will then ensure that the e-mail
                       containing the draft determination and the Department's
                       RMHC's e-mail are filed in the Other Mental Health
                       Related Correspondence section of the health record.

                   10) Institutional MH staff will schedule the needed
                       counseling/therapy to ensure that it is completed by the
                       due date.

                   11) When counseling/therapy has been completed or
                       discontinued for a valid reason (e.g., inmate later found
                       to be not amenable), institutional MH staff shall send an
                       e-mail to the RMHC, advising of the following:
                       beginning/ending date of counseling; total number of
                       sessions attended versus offered; and whether the
                       inmate's attendance/participation was satisfactory.

                   12) The Senior Psychologist shall ensure that the e-mail
                       summary of counseling provided is filed in the Other
                       Mental Health Related Correspondence section of the
                       health record, and shall discontinue the mental health
                       hold.

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                b. Interstate Compact Office Referrals for Psychological
                   Evaluation:

                   Interstate Compact Office referrals will generally request a
                   psychological evaluation on behalf of another state parole
                   board. Requests for mental health evaluations from the
                   Interstate Compact Office (ICO) (for institutions) will be
                   sent via e-mail to the Department's DMHS. The request will
                   include any specific questions or concerns that the
                   out-of-state Parole Board wants addressed in the report.

                   1) The DMHS's office will record the request on the
                      "Interstate Compact Log", confirm the location of the
                      inmate, and forward the request (via e-mail) to the Senior
                      Psychologist (at the institution in which the inmate is
                      housed), with a copy to the Department's RMHC. The e-mail
                      will specify a due date for the evaluation and the date by
                      which the report is to be completed (including
                      review/approval by the RMHC) and mailed to the Interstate
                      Compact Administrator for the Office of Institutions.
                      Generally, the due date will be three (3) weeks from the
                      date of the requesting e-mail, although a shorter interval
                      may be specified in rare situations.

                   2) Upon receipt of the request, MH staff will initiate a
                      mental health "hold", and acknowledge receipt of the
                      request as well as the intent to complete the evaluation
                      and report by the due date. Inmates involved in
                      psychological diagnostic testing and evaluation must be
                      placed on a mental health hold to avoid transfer of the
                      inmate prior to completion of the evaluation. The request
                      acknowledgement will be sent via e-mail to the DMHS with a
                      copy to the Department's RMHC.

                   3) If the inmate is transferred to another facility before a
                      mental health hold is initiated, institutional MH staff at
                      the institution from which the inmate transferred shall
                      forward (e-mail) the request to the new institution, whose
                      MH staff shall perform actions specified in paragraph 2,
                      above.

                   4) If the inmate is transported outside of the Department
                      before the evaluation is completed, (e.g., to outside
                      court), institutional MH staff will so advise the DMHS,
                      whose office will provide monthly status reports until the
                      inmate returns. If the inmate has not returned by seven
                      (7) days prior to the due date, institutional MH staff
                      shall so advise the DMHS, who shall advise the ICO that
                      the report may be delayed due to inmate's unavailability.

                   5) Institutional MH staff shall review the health record,
                      interview the inmate, and determine whether the inmate
                      needs and is amenable (voluntarily consents) to
                      counseling/therapy. Institutional MH staff shall e-mail a
                      draft determination, together with sufficient
                      justification, to the Department's RMHC for review.

                   6) Institutional MH staff shall complete a draft report
                      before the due date, allowing sufficient time for review
                      of the draft by the Department's RMHC. As with FPC
                      referrals, the RMHC will set specific parameters in their
                      region regarding the number of days that must be allowed
                      for regional review and shall forward the draft report to
                      the RMHC for review The RMHC will indicate approval of the
                      draft via e-mail.

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         7) Upon receiving written notice of approval from the RMHC,
            institutional MH staff will mail the final report to the ICO, and
            advise (by e-mail) the RMHC and the DMHS that the report has been
            mailed. Institutional MH staff will file a copy of the final report,
            together with the RMHC's approval e-mail, in the health record.

   24. Other Mental Health Services

      a. Marriage Consultations

         A request for input from the institutional chaplain regarding an
         inmate's upcoming marriage may be referred. Any input should be
         strictly limited to the referral question.

      b. Inmate Co-Payment Procedure

         There is no inmate co-payment required for mental health services that
         are mandated by the Department's mental health program, for example:
         orientation, assessment, case management, or evaluations.

         There shall be no charge to the inmate for valid emergency mental
         health intervention. The mental health professional will determine the
         legitimacy of the emergency. Inmate-declared emergencies assessed as
         not genuine by mental health staff are subject to co-payment by the
         inmate. A thorough discussion of emergency declarations, i.e., thoughts
         of self-harm, hearing voices, and co-payment requirements should be
         described during inmate orientation.

         All non-emergency inmate-initiated mental healthcare visits require a
         co-payment (per legislation). Mental health staff should check
         "co-payment" on the encounter form as services must be provided whether
         or not the inmate has available funds.

         Co-payments are not required for:

         1) An inmate encounter which is prompted by a staff (mental health or
            non-mental health) referral (either written or verbal).

         2) A visit in conjunction with an extraordinary event that could not be
            reasonably foreseen, such as disturbance or a natural disaster.

         3) A visit initiated by the mental healthcare provider or for follow-up
            visits.

         4) Participation in group psychotherapy or any other form of mental
            health service in compliance with the inmate's Individualized
            Service Plan.

         5) Marriage consultation.

         6) Additional instances as indicated in TI 15.05.18, TI 15.05.08,
            Procedure 401.010 - Co-Payment Requirements for Inmate Medical
            Encounter, and HCS 25.05.01 (or appropriate Health Services
            document).

      c. Neurological Emergencies

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         Neurological emergencies, namely epileptic seizures and acute
         headaches, are not to be handled by mental health services and will be
         referred to the institutional medical staff.

      d. Hunger Strikes

         Hunger strikes shall first be considered a medical emergency (HSB
         15.02.13) for which mental health staff may be consulted. If requested,
         the inmates' Senior Psychologist or psychiatrist will evaluate and
         render an opinion on the inmate's mental health status.

   25. Mental Health Records and Documentation

      a. Documentation

         The Department utilizes a detailed record-keeping system to document
         delivery of services to inmates. Accurate and complete documentation
         will be expected of all mental health staff. This includes appropriate
         filing of all inmate records. Mental health records consist of the
         mental health section of the health record (green cover), the
         psychological record jacket (Form DC-761), and a computerized system
         which tracks inmate specific information including mental health
         services for all inmates statewide, the Offender Based Information
         System (OBIS). All mental health personnel shall attend a three-day
         course on utilization of OBIS. FAILURE TO MAINTAIN OBIS ACCURATELY AND
         PROMPTLY BY NOT MAKING ALL REQUIRED ENTRIES WILL BE CONSIDERED
         NON-COMPLIANCE WITH CONTRACT TERMS AND CONDITIONS FOR WHICH BREACH MAY
         BE DECLARED OR LIQUIDATED DAMAGES IMPOSED.

      b. Record Keeping

         For all appropriate mental healthcare provided, psychiatrists,
         psychologists, psychological specialists, and nurses shall record all
         significant observations pertinent to inmate care and treatment at the
         time service is rendered. Chart entries are to reflect the
         Individualized Service Plan (ISP). An inmate's mental health record
         shall be reviewed each time s/he appears for a mental health encounter.
         The mental healthcare provider shall legibly document each entry using
         only a black ballpoint pen. The provider stamp shall be used following
         each entry. The provider stamp shall include the mental healthcare
         provider's name, title, and institutional identification.

      c. Service Delivery Logs

         Mental health programs in each institution shall maintain a set of
         logs. Details of the requirements for each log can be found in HSB
         15.05.17. FAILURE TO MAINTAIN LOGS AS REQUIRED WILL BE CONSIDERED
         NON-COMPLIANCE WITH CONTRACT TERMS AND CONDITIONS FOR WHICH BREACH MAY
         BE DECLARED OR LIQUIDATED DAMAGES IMPOSED.

      d. Forms (General Information)

         All required forms shall be utilized in delivery of mental health
         services at the institutions. Information regarding the types of forms
         and their location in the health record can be found in TI 15.12.03.
         Thorough and concise documentation is an essential part of the clinical
         services provided to all inmates. All mental health providers shall
         become familiar with all forms including how to complete and to file
         the forms in the health record.

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      e. OBIS Encounter Form (Form DC4-700M Mental Health)

         Unless the inmate encounter is entered into OBIS by the practitioner
         during or immediately following the encounter, OBIS encounter forms
         shall be used to document all inmate encounters (and thus serve as a
         part of the record of care) and to track daily workload. Required OBIS
         entries are mandatory and must be made in a timely fashion.

         All information entered into OBIS must correspond with the
         documentation recorded in the mental health record. Forms DC4-700M for
         Mental Health encounters and DC4-700B (male) and DC4-700C (female) for
         Medical encounters shall be used.

         When an encounter form is used to document the inmate encounter, the
         information must be entered into OBIS within forty eight (48) hours of
         the inmate encounter.

         OBIS maintains numerous computer generated deficiency reports. The
         Contractor shall run such reports at least weekly to identify any
         deficiencies in recording of information.

      f. Chronological Record of Healthcare (Form DC4-701)

         The Chronological Record of Healthcare (Form DC4-701) shall be used for
         documentation of outpatient medical care. "Seen in Mental Health" is
         usually the only entry documented on Form DC4-701 by mental health
         staff.

         Each entry must be legible and be dated, timed, signed, and stamped by
         the healthcare Provider.

      g. Problem List (Form DC4-730)

         Every mental healthcare provider has the authority to identify and
         enter a mental health problem. The problem list (Form DC4-730) is to be
         updated on an ongoing basis as problems are identified. The Contractor
         shall comply with TI 15.12.03 in identifying and documenting problems.

         Problems that are resolved must be indicated on the problem list with
         date, signature, and stamp.

      h. Mental Health Progress Notes (Form DC4-642)

         Any clinical contact with an inmate will require a progress note which
         shall be written in SOAP format on Form DC4-642 Chronological Record of
         Outpatient Mental Healthcare (sometimes referred to as mental health
         progress notes) and placed in the mental health section of the health
         record in reverse chronological order. Relevant clinical information
         stemming from other than a clinical encounter with the inmate, such as
         from contact with staff or significant others, shall be documented in
         an incidental note on Form DC4-642. The incidental note shall not be
         written in SOAP format. All progress notes whether incidental or SOAP
         must be dated, timed, signed, and stamped and, when indicated,
         cross-referenced to a specific problem from the Form DC4-730 Problem
         List.

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         All progress notes concerning outpatient mental healthcare, including
         incidental and SOAP notes, shall be made in the mental health section
         of the health record on Form DC4-642 Chronological Record of Outpatient
         Mental Healthcare. This also includes written medication orders, which
         shall be included under the "P" part of the psychiatrist's SOAP note.

         All progress notes made in the health record shall be keyed to a
         problem which should be listed on the DC4-730 Problem List and
         identified by one of the three-digit code numbers listed in the Problem
         Index in HSB 15.05.11. The problem list is located on the left side of
         the health record. Each problem for which an inmate is being treated by
         mental health services shall be listed sequentially on the problem
         list.

         Except for group therapy contacts, each clinical encounter shall be
         documented in SOAP format in the mental health section of the health
         record on Form DC4-642 Chronological Record of Outpatient Mental
         Healthcare as soon as possible, but not later than the date of the
         encounter. Group therapy contacts shall be documented with a SOAP note
         after the first group session, after the last group session, and on a
         monthly basis while the group is in progress. The monthly SOAP note
         shall include the ratio of attended versus scheduled sessions, the
         inmate's relative participation, and his/her progress toward ISP
         objectives. Documentation of relevant information from sources other
         than a clinical encounter shall be in the form of an incidental note,
         also on the DC4-642.

         All SOAP notes shall be written in accordance with TI 15.05.18.

      i. Psychological Record (Form DC4-761) (Orange Folder)

         Institutional mental health support staff shall open a psychological
         record (orange folder) using Form DC4-761 for any inmate for whom such
         a record does not already exist. The psychological record shall contain
         psychological test forms and protocols only. It shall be maintained in
         a secure location in the mental health services area under the direct
         responsibility of mental health staff in order to protect the
         confidentiality of test items and protocols. Access to the
         psychological record shall be given to mental health staff, staff who
         are performing official audits, and others on a need-to-know basis as
         determined by the Chief Health Officer. SOAP or other progress notes
         shall never be made in the psychological record.

         The psychological record (together with the health record) shall
         accompany the inmate upon transfer to another institution. Mental
         health support staff shall retrieve the inmate psychological record and
         place it in an envelope, which shall then be sealed and stamped
         "Confidential" (which indicates that the envelope contains sensitive
         mental health material).

         When an inmate reaches their end-of-sentence (EOS), the psychological
         record shall accompany the rest of the inmate's Department records to
         the Department archives repository at Reception and Medical Center. The
         same procedure as for institutional transfer shall be followed: the
         envelope should clearly indicate inmate name and number and that the
         information contained is confidential.

      j. Refusal of Mental Healthcare Services (Form DC4-711 A)

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         Refusals of mental health evaluation/treatment shall be documented on
         Form DC4-711 A, Refusal of Healthcare Services Affidavit, which should
         be filed under the Mental Health Authorizations and Consents
         subdivider.

      k. Other Documentation Requirements

         Staff shall routinely make every reasonable attempt to obtain records
         of past evaluations and treatment performed outside the department.
         Such attempts should be briefly documented as an incident that shall be
         filed under the Other Mental Health Related Correspondence subdivider
         and an incidental note must be written on the Form DC4-642 to document
         the date that each inmate request was received and answered. A stamp
         will suffice for this purpose. The pink copy of the inmate request
         should be filed under the Other Mental Health Related Correspondence
         subdivider. The case manager has the primary responsibility for
         requesting past mental health records.

         Discontinuance of outpatient care (e.g., case management,
         psychotherapy, pharmacotherapy) because it is no longer clinically
         indicated shall be documented on the Form DC4-661 Outpatient Treatment
         Summary, which must be prepared within the time frame specified in HSB
         15.05.11 and TI 15.05.18.

         Group contacts (i.e., for group therapy or counseling) must be recorded
         on a roster (e.g., Form DC4-740) maintained by the Contractor. A SOAP
         note must indicate the number of sessions the inmate attended as well
         as his/her relative progress and participation.

         Inmate requests for mental health interviews shall be documented and
         filed. A stamped verification shall be placed on the Form DC4-642 by
         mental health support staff to document that the inmate request for
         interview was received, answered, and an appointment arranged.

         Each documented contact in the mental health section made on the Form
         DC4-642 shall have a corresponding entry reading "Seen in Mental
         Health" on the Form DC4-701 located in the medical section of the
         healthcare record.

M. Dental Services

   1. General Overview

      The Contractor shall be responsible for all inmate dental services. This
      includes all care that is normally provided in the dental unit, including
      dental oral surgery that can not be performed in the unit, as well as
      responding to any emergencies occurring in the dental area until
      appropriate medical or mental health providers arrive. The vendor must
      have a Florida licensed dentist overseeing the dental program in
      accordance with FS 466.0285.

   2. Dental Examinations/Assessments

      a. Every inmate shall receive an intake dental examination at the
         reception center by a dentist. The intake dental examination shall take
         place no later than seven (7) days after reception. Each examination of
         this type shall include, at a minimum, a visual

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         clinical exam of the head, neck, intraoral areas for any pathology and
         charting consisting of: missing teeth, restorations present, fixed or
         removable prosthetics, gingival conditions, deposits, masticating
         efficiency, treatment indicated (provisional treatment plan), dental
         grade, and emergency dental needs.

      b. Each inmate shall receive an orientation to dental services, which
         includes information on available hours of service and how to access
         dental care at the institution, within seven (7) days of arrival at the
         assigned institution. The DC4-724 Dental Treatment Record shall be
         reviewed for emergency/urgent dental needs or follow-up care. If an
         inmate's dental record has not been received by the assigned
         institution within seven (7) days or the inmate has not had a dental
         examination in accordance with TI 15.04.03 Guidelines for Periodic
         Dental Oral Examinations, a dental examination is to be completed as
         soon as possible at the assigned institution and a replacement dental
         record generated where indicated.

      c. Each inmate shall receive a periodic dental examination in accordance
         with TI 15.04.03. Each periodic examination shall consist of a clinical
         examination of the head, neck and intra-oral areas, evaluation of
         urgent dental needs, and completion of a Form DC4-735, Dental Clinical
         Examination Report.

      d. A dental examination/assessment shall be performed by a dentist on
         confined individuals, when determined necessary.

      e. Before commencing with routine dental treatment, a diagnosis and
         treatment plan shall be derived from the following: a clinical
         examination, pathology examination, radiographs, study models and
         plaque evaluation as appropriate, charting, and health history. Form
         DC4-764 Dental Diagnosis and Treatment Plan, Form DC4-767 Periodontal
         Charting, and Form DC4-767A Plaque Control Record shall be used in
         conjunction with Form DC4-724 Dental Treatment Record.

      f. The topical application of fluoride shall be included in the dental
         treatment plan as deemed necessary by the treating dentist. The topical
         application of fluoride shall, however, be included as part of the
         dental treatment plan for all youthful offenders.

   3. Priorities for Dental Treatment

      a. Emergency Dental Treatment: Emergency dental treatment will be
         available on a twenty four (24) hour basis through the on-duty dental
         staff during working hours. In the event a dentist is not available at
         a facility to treat a dental emergency, the emergency will be referred
         to the medical department in accordance with standard dental emergency
         protocols and dental emergency policies which must provide back-up
         dental coverage. There is to be no waiting list for dental emergencies.
         Dental emergencies generally include fractured jaw, excessive bleeding
         or hemorrhage, acute abscess, and/or other acute conditions.

      b. Urgent Non-emergency Dental Treatment: All Department of Corrections'
         dental clinics shall hold daily (five (5) days a week Monday through
         Friday) sick call to provide dental access to those inmate patients who
         cannot wait for a routine appointment and yet do not meet the criteria
         for emergency care.

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         Urgent Non-emergency Dental Treatment includes toothaches, chronic
         abscesses, fractured teeth, lost fillings, teeth sensitive to hot and
         cold, broken and/or ill-fitting dentures, and other chronic conditions.

         Dental sick-call hours shall be set in accordance with each Senior
         Dentist's preference, and dental sick call shall be held for one (1) to
         two (2) hours daily in the early morning. Special arrangements shall be
         made to prevent excessive (more than seven (7) days') backlog.

         If an inmate is in need of urgent non-emergency dental care and the
         necessary dental treatment cannot be completed that day, the inmate is
         to be treated palliatively and treatment rescheduled as soon as
         possible, but in no event longer than ten (10) working days.

      c. Regular or Routine Dental Treatment: This treatment generally includes
         Partial and Complete Dentures, Denture Repairs, Dental Radiology,
         Endodontics, Fixed Prosthetics, Oral Surgery, Periodontics, Preventive
         Dentistry and Restorative Dentistry. (Further examples are contained in
         TI 15.04.13 Supplement C.)

         Each inmate may submit a written request upon reaching eligibility to
         obtain dental care (Form DC6-236 - Inmate Request). When a request is
         received, the inmate's name shall be placed on a list of individuals
         awaiting services on a first-come, first-served basis. However, those
         individuals without sufficient teeth for proper mastication of food, or
         those deemed by the dentist to be in urgent need of dental care, are to
         have a higher priority in the scheduling of appointments.

         Note: The Contractor shall ensure that dentists and/or their staff are
         available for treatment of dental emergencies and shall respond to same
         within twenty-four (24) hours of occurrence.

         The Contractor shall have back-up dental coverage when the
         institution's dentists are not available. The list of back-up dentists
         must include a location for emergent/life threatening care.

   4. Levels of Dental Care

      Dental services available to inmates are based upon four (4) levels of
      dental care:

      a. Level I

         This level of dental care shall be provided to inmates during the
         reception process. Level I services shall include, but not be limited
         to:

         1) An intake dental examination performed by a dentist and development
            of a provisional treatment plan using Form DC4-735 Dental Clinical
            Examination Report;

         2) Necessary extractions as determined by the intake dental
            examination; and

         3) Emergency dental treatment including treatment of soft tissue
            pathology.

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      b. Level II

         This level of dental care shall be provided to inmates with less than
         six (6) months of Department of Corrections' incarceration time
         remaining to be served. Level II services shall include, but not be
         limited to:

         1) All Level I care;

         2) Caries control (reversible pulpitis) with temporary restorations;

         3) Gross cavitron debridement of symptomatic areas with emphasis on
            oral hygiene practices;

         4) Complete and partial denture repairs provided the inmate has
            sufficient Department-incarceration time remaining on his/her
            sentence to complete the repair. In cases of medical necessity, a
            complete denture(s) shall be fabricated if the inmate has at least
            six (6) months of continuous Department-incarceration time remaining
            on his/her sentence.

      c. Level III

         This level of dental care shall be provided to inmates who have served
         six (6) months or more of continuous Department of Corrections'
         incarceration time. Level III service shall include, but is not limited
         to:

         1) All Level I and Level II care;

         2) Complete dental examination with radiographs, Periodontal Screening
            and Recording (PSR) and any development of a dental treatment plan
            (DC4-764);

         3) Prophylaxis with definitive debridement. Periodontal examination as
            indicated by the Periodontal Screening and Recording (PSR), oral
            hygiene instructions with emphasis on preventive dentistry;

         4) Complete denture(s) provided the inmate has at least six (6) months
            of continuous Department-incarceration time remaining on his/her
            sentence;

         5) After the inmate has received a complete prophylaxis with definitive
            debridement, he/she is eligible for restorative, amalgams, resins,
            glass ionomers, chairside post and cores.

         6) Removable Prosthetics

            a) Acrylic partial dentures provided the inmate has at least six (6)
               months of continuous Department-incarceration time remaining on
               his/her sentence;

            b) Relines and rebases (provided the inmate has enough continuous
               Department-incarceration time remaining to complete the
               procedure);

         7) Anterior Endodontics (Canine - Canine), provided the tooth in
            question has adequate periodontal support and has a good prognosis
            of restorability and long-term retention.

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         8) Posterior Endodontics

            a) Either at the local facility or by referral to the Reception and
               Medical Center.

            b) The tooth must be crucial to arch integrity (no missing teeth in
               the quadrant or necessary as a partial denture abutment), have
               adequate periodontal support, and have a good prognosis of
               restorability and long-term retention.

            c) The inmate must have at least six (6) months of continuous
               Department-incarceration time remaining on his/her sentence.

         9) Basic non-surgical therapy, as necessary.

      d. Level IV (Advanced Dental Services)

         This level of dental care represents advanced dental services to be
         provided to inmates on an as-needed basis after completion of Level III
         services and successful demonstration of a Plaque Index Score of ninety
         percent (90%) or better for two (2) consecutive months. If an inmate
         does not achieve the required Plaque Index Score, he/she shall be
         rescheduled in three (3) months for another follow-up plaque score. If
         the required ninety percent (90%) plaque score is not obtained,
         advanced dental services shall not be considered.

         Dental care and follow-up to highly specialized procedures such as
         orthodontics and implants placed before incarceration shall be managed
         on an individual basis after consulting with the Department's Director
         of Dental Services.

         Dental care and follow-up to oral surgery and pathology-related issues
         shall be provided in accordance with appropriate technical
         instructions.

   5. Dental Hygiene and Preventive Dentistry

      The Florida Department of Corrections' Dental Services Program emphasizes
      preventive dentistry that strives to restore and maintain the inmate's
      dentition to an acceptable level of masticatory function within
      appropriate departmental guidelines. Most gingivitis, periodontal disease,
      and tooth loss can be prevented and these conditions are caused by local
      factors that are accessible, correctable, and controllable. The primary
      participants in any preventive dentistry program are the patients
      (inmates), who must assist in the process by removal of dental plaque, a
      significant cause of oral disease.

      a. For any preventive program to work, emphasis must be placed on
         maintaining an acceptable level of oral hygiene. The following three
         (3) essential oral hygiene aids, as approved by the Department's
         Director of Institutions shall be made available to all inmates:

         1) An acceptable soft-bristled adult toothbrush;

         2) An acceptable toothpaste containing fluoride; and

         3) A type of floss.

      b. Preventive dentistry shall be taught to all inmate patients. This shall
         be accomplished in two (2) ways:

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            1) Prevention training with oral hygiene instructions shall be given
               to each inmate as part of his/her orientation to the institution.
               This training is to include instructions in proper usage of the
               three (3) essential oral hygiene aids (toothbrush, toothpaste,
               and some type of floss). This training shall be coordinated with
               the institutional orientation. (This can be accomplished either
               through a direct presentation or videotape.)

            2) Personal preventive training with oral hygiene instructions shall
               be included as part of an inmate's dental treatment plan. Oral
               hygiene instructions shall be reinforced throughout the dental
               treatment plan.

            In addition, all dental clinics shall obtain Preventive
            Dentistry/Oral Hygiene posters and/or plaques for viewing by inmate
            patients.

   6. Dentures/Prosthetics

      NOTE (For All Removable Prosthetics): Each inmate is responsible for the
      loss, destruction or mutilation of removable prosthetics. Failure to take
      responsibility for the removable prosthetics is not justification for
      replacement at Department of Corrections' expense. Upon the inmate's
      receipt of a denture(s), Form DC4-724A Receipt of Provisions Received
      shall be completed and placed in chronological order on the left-hand side
      of the dental record (Form DC4-745A). Senior Dentists are allowed
      discretion to provide replacement removable prosthetics when it is
      determined that the original prosthetics were inadvertently lost or
      damaged. An incident report and/or additional documentation shall be
      presented to the dentist before a replacement is fabricated at no charge
      to the inmate. In cases where intentional damage or loss is suggested, the
      incident shall be considered the same as willfully damaging state property
      and shall be dealt with in accordance with existing institutional
      policies.

      Justification for replacement shall be properly documented on Form DC4-724
      Dental Treatment Record.

      a. Acrylic Partial Denture(s)

         1) Acrylic partial dentures are defined as Level III dental care.

         2) Acrylic partial dentures shall not be made for purely cosmetic
            purposes. Three (3) or more anterior teeth in an arch must be
            missing before an anterior acrylic partial denture is considered.

         3) The following criteria apply to the fabrication of routine acrylic
            partial dentures:

            a) The diagnosis for an acrylic partial denture shall be documented
               on Form DC4-764 Dental Diagnosis and Treatment Plan.

            b) The acrylic partial denture may be fabricated as part of the
               dental treatment plan after six (6) or more months of continuous
               Department of Corrections' incarceration time.

            c) The inmate shall have at least six (6) months of continuous
               Department of Corrections' incarceration time remaining on
               his/her sentence.

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            d) In the treating dentist's opinion, there are an insufficient
               number of teeth (including replacements) to masticate a normal
               diet. Seven (7) or less occluding posterior teeth is considered
               to be an insufficient number (posterior teeth are defined as
               premolars and molars).

            e) This may be modified at the discretion of the treating dentist
               based upon clinical need.

            f) All Level I, II, and III dental care shall be completed including
               extractions, restorative, endodontic procedures, and prophylaxis
               before the fabrication of an acrylic partial denture(s).

            g) One acrylic partial denture(s) shall be provided in a lifetime
               with one reline provided at no cost to the inmate. Acrylic
               partial denture(s) required more often shall be charged to the
               inmate unless such a requirement is caused by a change in the
               inmate's dental condition that renders the existing acrylic
               partial denture(s) nonfunctional.

      b. Cast Partial Dentures

         1) Cast partial dentures shall be fabricated only when the oral
            condition precludes the fabrication of an acrylic partial denture.

         2) The following criteria apply to the fabrication of cast partial
            dentures:

            a) The diagnosis for a cast partial denture(s) must be documented on
               Form DC4-764 Dental Diagnosis and Treatment Plan.

            b) The cast partial denture may be fabricated as part of the dental
               treatment plan after six (6) months of continuous Department of
               Corrections' incarceration time.

            c) The inmate must have at least six (6) months of continuous
               Department of Corrections' incarceration time remaining on
               his/her sentence.

            d) In the treating dentist's opinion, there is an insufficient
               number of teeth (including replacements) to masticate a normal
               diet. Seven (7) or less occluding posterior teeth is considered
               to be an insufficient number (posterior teeth are defined as
               premolars and molars). This may be modified at the discretion of
               the treating dentist based upon clinical need.

            e) All Level I, II, and III dental care must be completed including
               extractions, restorative, endodontic procedures, and prophylaxis
               before the fabrication of cast partial dentures.

            f) When indicated, a cast partial denture(s) shall be provided only
               once in a lifetime with one reline provided at no cost to the
               inmate. When indicated, cast partial denture(s) required more
               often shall be charged to the inmate unless such a requirement is
               caused by a change in the inmate's dental condition that renders
               the existing cast partial denture(s) nonfunctional.

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                                                                  CONTRACT C2297

      c. Complete Denture(s)

         1) Complete dentures are defined as Level III dental care unless
            necessitated by a medical condition which is Level II care. All
            complete dentures must be diagnosed on the Form DC4-764 Dental
            Diagnosis and Treatment Plan.

         2) For inmates entering the Department of Corrections who are
            edentulous in one or both arches, the reception center dentist shall
            enter a comment on the intake screening examination defining the
            length of time the inmate has been without dentures. This shall aid
            in determining an inmate's masticating ability without dentures. It
            does not indicate there is an immediate need for Level II prosthetic
            treatment.

         3) Level II (Complete Dentures)

            a) Complete dentures shall only be fabricated due to a diagnosed
               medical condition and only at the request of a physician.

            b) This request shall be thoroughly documented on the Form DC4-724
               Dental Treatment Record.

            c) The inmate must have at least six (6) months of continuous
               Department of Corrections' incarceration time remaining on
               his/her sentence.

         4) Level III (Complete Dentures)

            a) Complete dentures may be fabricated as part of the dental
               treatment plan after six (6) months of continuous Department of
               Corrections' incarceration time.

            b) The inmate must have at least six (6) months of continuous
               Department of Corrections' incarceration time remaining on
               his/her sentence.

            c) Immediate dentures shall not be fabricated.

            d) One complete denture(s) shall be provided in a lifetime with one
               reline provided at no cost to the inmate. Complete dentures
               required more often will be charged to the inmate unless such a
               requirement is caused by a change in the inmate's alveolar
               condition where a rebase or reline is contraindicated.

   7. Complete or Partial Denture Repairs

      a. All inmates, regardless of incarceration time, are eligible for
         complete and/or partial denture repairs provided such repairs can be
         completed before the inmate is released from the custody of the
         Department of Corrections.

      b. All complete and/or partial denture repairs shall be assessed a
         co-payment fee unless the prosthesis is defective.

      c. All repairs requiring dental laboratory services shall be sent to the
         PRIDE Dental Laboratory, located at Union Correctional Institution,
         utilizing Form DC4-720

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         Laboratory Procedure Authorization. The one exception is that all
         partials and dentures with gold and/or gold shell crowns shall be sent
         to an outside dental lab (not to the PRIDE Dental Laboratory). Because
         of the involvement of an outside dental lab, the inmate's bank account
         shall be charged the entire lab bill for these repairs.

      NOTE: No denture repairs are to be done for inmates in the reception
      process or transient status.

   8. Dental Radiology

      a. Dental radiographs shall be exposed in accordance with TI 15.04.06. A
         minimum of six (6) periapical and two (2) bitewing radiographs are
         required to develop a dental treatment plan. A treatment plan series of
         radiographs and/or panorex are acceptable for a five-year period of
         time. Bitewing radiographs are acceptable for a two-year period of
         time. Dental radiographs are to be mounted dot out.

      b. Appropriate dental radiology operating and safety procedures shall be
         utilized, including but not limited to:

         1) Use of a lead apron for all intraoral radiographs.

         2) Inspection of the dental x-ray machine by the Department of Health
            (DOH). This is usually done at five-(5) year intervals.

         3) Use of a rectangular lead-lined collimator for most intraoral
            radiographs.

         4) Periapical radiographs exposed during oral surgery and endodontic
            therapy or occlusal and/or extraoral radiographs necessitate the
            usage of a round lead-lined collimator.

         5) All x-ray machine operators must be certified or undergoing
            radiology training in accordance with Department of Health (DOH)
            guidelines.

         6) All x-ray machines must be registered through the Department of
            Health (DOH) and a registration certificate must be posted near the
            dental x-ray machine.

      c. All dental radiographs are to be placed in the pocket on the right-hand
         side of the dental record (DC4-745A).

      d. Radiographs exposed for endodontic therapy (minimum of pre- and
         post-treatment) shall be mounted in sequence using the same mount.

   9. Endodontics

      a. Endodontic/Root Canal Therapy is available to Level I and II inmates
         (less than six months of continuous Department of Corrections'
         incarceration time remaining) on an emergency basis only (i.e.,
         emergency pulpotomies, pulpectomies).

      b. Nonemergency endodontic therapy is available to Level III inmates
         (those with six (6) or more months of continuous Department of
         Corrections' incarceration time remaining) at the discretion of the
         treating dentist. All teeth receiving endodontic

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         therapy must have adequate periodontal support and have a good
         prognosis of restorability and long-term retention. In addition,
         posterior teeth receiving endodontic therapy must be crucial to arch
         integrity (no missing teeth in the quadrant or necessary as a partial
         denture abutment) and the inmate shall have at least six (6) or more
         months of verifiable continuous Department of Corrections'
         incarceration time remaining on his/her sentence.

      c. All routine endodontic therapy shall be completed at the local
         institution. Should a difficult/abnormal case be encountered or
         complications develop which cannot be treated at the local institution,
         referral to an endodontist must be available.

   10. Fixed Prosthetics (Crown and Bridge)

      a. Fixed prosthetics (crowns) are defined as Level IV (advanced) dental
         care.

      b. To receive either a crown or a bridge, the inmate must have at least
         six (6) months of verifiable continuous incarceration time remaining on
         his/her sentence.

      c. Crowns are not to be done except for unusual circumstances and only
         when an adequate restoration cannot be placed.

      d. A crown may be fabricated due to traumatic injury to the tooth
         occurring while performing institutional work if supported by a
         verifiable incident report.

      e. A crown may be fabricated due to traumatic injury to the tooth
         occurring due to use of force if supported by a verifiable incident
         report.

      f. Replacement of current pre-incarceration single-unit crowns due to
         recurrent decay, etc. The lab bill shall be charged to the inmate's
         bank account.

      g. Fixed bridges are not to be fabricated.

      h. All teeth involved in fixed prosthetic (crowns) therapy must have
         adequate periodontal support and no mobility, other than physiologic.
         All teeth must have a good prognosis of restorability and long-term
         retention.

      i. The use of gold alternatives is required unless the inmate demonstrates
         sensitivity to the metals commonly used for bridge frameworks.

      j. Gold shell crowns shall not be fabricated or received from outside
         sources. Existing gold shell crowns shall not be re-cemented.

   11. Implants

      a. The Contractor shall not initiate the placement of implants on any
         inmate. However, should an inmate be incarcerated with implants that
         have not been completed, the Department will attempt to arrange
         continuation of such care at the inmate's expense.

      b. Those inmates incarcerated while undergoing implant dentistry shall be
         identified by reception center dentists. The name and address of the
         treating dentist shall be

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         obtained. The inmate's classification officer shall then be contacted
         so the inmate can be transferred to an appropriate facility near
         his/her treating dentist.

      c. The Department will arrange necessary follow-up appointments with the
         private dentist and provide transportation to and from the private
         dentist's office. However, all expenses incurred at the private
         dentist's office and transportation costs shall be the responsibility
         of the inmate patient or his/her family.

      d. Any inmate whose private (implant) dentist is not located in Florida or
         who lacks the availability of funds to follow-up on failing implants
         will be handled on a case-by-case basis.

      NOTE: The Department of Corrections shall not require the Contractor to
      restore dental implants.

   12. Oral Surgery

      a. A full range of oral surgery is available to all inmates regardless of
         incarceration time. Oral surgery for purely cosmetic reasons shall not,
         however, be performed.

      b. Oral surgery procedures that cannot be accomplished at the institution
         must be available by referral to an Oral Surgeon. (Reference: HSBs/TIs
         15.01.04 and 15.04.01.)

      c. The Contractor shall document justification for removal of asymptomatic
         third molars in the dental chart.

   13. Orthodontics

      a. The Contractor shall only provide orthodontic care to prevent adverse
         health impact on an inmate.

      b. Those inmates incarcerated while in active orthodontic therapy should
         be identified by reception center dentists. The name and address of the
         treating orthodontist should be obtained. The inmate's classification
         officer should then be contacted so the inmate can be transferred to an
         appropriate facility near his/her orthodontist.

      c. The Contractor shall arrange necessary follow-up orthodontic
         appointments and provide transportation to and from the orthodontist's
         office. However, all expenses incurred for orthodontic care and
         transportation costs are the responsibility of the inmate patient or
         his/her family.

      d. Any inmate whose orthodontist is not located in Florida or who lacks
         funds for continuation of orthodontic care and who will be incarcerated
         for a minimum of one (1) year, should have the bands removed due to the
         difficulty in maintaining adequate oral hygiene.

      e. Deviations from this standard shall be handled on a case-by-case basis
         based upon clinical need and shall be appropriately documented.

   14. Periodontics

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      a. At all levels of available dental care, the need for adequate home
         care/preventive dentistry must be reinforced through oral hygiene
         instructions.

      b. Group oral hygiene instructions are to be part of inmate orientation at
         each institution with one-on-one oral hygiene instructions to be given
         at the gross debridement and definitive debridement, prophylaxis
         appointment. Adequate self-care should be stressed at subsequent
         appointments.

      c. A Periodontal Screening and Recording (PSR) is to be included as part
         of all Level III comprehensive dental examinations and is to be done at
         the treatment planning appointment. The PSR Shall be conducted in
         compliance with subsection 16, below. The results of the PSR are to be
         recorded on Form DC4-764 Dental Diagnosis and Treatment Plan with an
         entry noting the PSR placed on Form DC4-724 Dental Treatment Record.
         Sextant charting on Form DC4-767 Periodontal Charting is indicated by
         the reading of four (4) on the PSR.

      d. Contractor's staff shall instruct inmate patients on daily oral hygiene
         practices and shall stress to the inmate patient that the first step of
         any definitive dental treatment is the practice of adequate daily oral
         hygiene.

      e. Gross Debridement -- use cavitron or hand sealers. Definitive
         Debridement/Prophylaxis -- fine scale and polish (complete
         prophylaxis). A complete prophylaxis is not available until an inmate
         has been incarcerated at least six (6) months, unless it is the
         professional opinion of the treating dentist that a complete
         prophylaxis is required sooner. Subsequent prophylaxes are to be
         available no more than once per year, unless the treating dentist
         determines a complete prophylaxis is needed sooner. The complete
         prophylaxis is to be performed at the beginning of the dental treatment
         plan unless emergent or other urgent needs must take priority.

      f. The Department advocates the use of nonsurgical periodontal therapy for
         cases where pocketing exceeds three (3) millimeters.

   15. Restorative Dentistry

      a. Routine restorative dentistry is defined as a Level III procedure.

      b. Appropriate current radiographs shall be made available and present
         before initiating restorative procedures. (Reference TI 15.04.06
         Guidelines for Prescribing Dental Radiographs.)

      c. Amalgam is the material of choice for Class I and II restorations of
         posterior teeth.

      d. Amalgam, light-cured resin, and glass ionomer are the materials of
         choice for buccal pit and Class V restorations of posterior teeth.

      e. Light-cured resin shall be used for anterior restorations. In some
         instances, glass ionomer may be utilized. The placement of veneers or
         the closure of diastemas for purely cosmetic reasons shall not be done.

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   16. PSR Screening System

      a. The American Dental Association and the American Academy of
         Periodontology recommend the use of this screening system by dentists
         to meet the public's need for early diagnosis of periodontal disease in
         a convenient and cost-effective manner. Requirements for follow-up
         periodontal charting have been modified for use by Florida dentists
         providing services in Department facilities.

      b. The objective of this screening system is to examine every tooth
         individually. Implants are examined in the same manner as naturally
         occurring teeth.

      c. For screening, the dentition is divided into sextants as shown:

         1) The use of a periodontal probe is mandatory.

         2) The recommended probe has a ball end 0.5mm in diameter.

         3) A color coded area extends from 3.5 to 5.5mm.

         4) A gentle probing force should be used.

      d. The probe tip is gently inserted into the gingival crevice until
         resistance is met. The depth of insertion is read against the color
         coding. The total extent of the crevice should be explored by walking
         the probe around the crevice. At least six (6) areas in each tooth
         should be examined: mesiofacial, midfacial, distofacial, and the
         corresponding lingual/palatal areas.

      e. For each sextant with one (1) or more teeth or implants, only the
         highest score is recorded. An X is recorded if the sextant is
         edentulous. A simple box chart is used to record the scores for each
         sextant This is noted on the dental treatment plan Form DC4-764.

         CODE 0 Colored area of probe remains completely visible in the deepest
                crevice in the sextant. No calculus or defective margins are
                detected. Gingival tissues are healthy with no bleeding after
                gentle probing.

         CODE 1 Colored area of probe remains completely visible in the deepest
                probing depth in the sextant. No calculus or margins are
                detected. There is bleeding after gentle probing.

         CODE 2 Colored area of probe remains completely visible in the deepest
                probing depth in the sextant. Supra- or subgingival calculus
                and/or defective margins are detected.

         CODE 3 Colored area of probe remains partly visible in the deepest
                probing depth in the sextant.

         CODE 4 Colored area of probe completely disappears, indicating probing
                depth of greater than 5.5mm.

   17. Periodontal Screening and Recording (PSR)

       The PRS shall be conducted as a Level III procedure.

       a. The examiner may pass to the next sextant whenever code 4 is recorded
          or the sextant is completely examined.

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      b. In addition to these scores, the asterisk symbol (*) shall be added to
         the sextant score whenever individual findings indicate clinical
         abnormalities.

         CODE*: Denotes clinical abnormalities including but not limited to:

                1) Furcation invasion

                2) Mobility

                3) Mucogingival problems

                4) Recession extending to the colored area of the probe (3.5mm
                   or greater)

      c. The management of patients according to their sextant scores will be at
         the discretion of the examining dentist. The practitioner's clinical
         judgment will determine the need for consultation with a periodontist.
         The following guidelines for patient management are suggested:

         CODE 0: Appropriate preventive care.

         CODE 1: Oral Hygiene Instruction (OHI) and appropriate therapy,
                 including sub-gingival plaque removal.

         CODE 2: OHI and appropriate therapy, including subgingival plaque
                 removal, plus removal of calculus and correction of
                 plaque-retentive margins of restorations.

         Patients whose scores for all sextants are codes 0, 1, and 2 should be
         screened in conjunction with every oral examination.

         CODE 3: OHI and appropriate therapy, including subgingival plaque
                 removal, plus removal of calculus, correction of
                 plaque-retentive margins of restorations, and root planning as
                 indicated.

         CODE 4: A comprehensive periodontal examination with charting of the
                 affected sextant is to be included as part of the dental
                 treatment plan. This examination should include, but not be
                 limited to, identification and documentation of probing depths,
                 mobility, gingival recession, mucogingival problems, and
                 furcation invasions as well as appropriate radiographs. OHI
                 and appropriate therapy, including subgingival plaque removal,
                 plus removal of calculus, correction of plaque-retentive
                 margins of restorations, root planing as indicated, extraction,
                 or other therapy as deemed appropriate by the treating dentist.
                 The periodontal charting should be completed prior to
                 initiation of nonurgent/emergent dental care.

   18. Dental Laboratory Services

      a. Routine removable prosthetic appliances are required to be fabricated
         by the PRIDE Dental Laboratory located at Union Correctional
         Institution. In addition, the PRIDE Dental laboratory shall perform
         denture repairs, relines, rebases and other miscellaneous procedures on
         removable prosthetic appliances. PRIDE'S address is: PRIDE Dental
         Laboratory

         Union Correctional Institution

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                                                                  CONTRACT C2297

         7819 Northwest 228th Street
         Raiford, Florida 32026

         The one exception is that all partials and dentures with gold and/or
         gold shell crowns shall be sent to an outside dental lab (not to the
         PRIDE Dental Laboratory).

      b. The Contractor shall call the PRIDE Dental Laboratory Supervisor if
         there is a question as to whether or not the laboratory can perform the
         required procedure.

      c. The Contractor shall be responsible for all costs related to shipping
         items to and from PRIDE'S laboratory. All dental prosthetic cases must
         be disinfected prior to shipping and marked "Sensitive Item".

      d. PRIDE Dental Laboratory may also provide limited fixed prosthetic
         services although the Contractor shall not be required to use PRIDE for
         this. A private dental laboratory may be used for fixed or specialized
         prosthetic cases.

N. Pharmacy Services (General Overview)

   1. General Overview

      The Contractor shall provide and be financially responsible for all
      pharmacy services, including the provision of Pharmaceuticals, as
      specified in this Contract. All Pharmacy services shall be in accordance
      with all applicable federal and state laws, rules and regulations,
      Department of Corrections' rules and procedures, and Health Services'
      Bulletins/Technical Instructions applicable to the delivery of pharmacy
      services in a correctional setting. Applicable Florida laws and
      administrative rules include, but are not limited to, Chapters 456, 465,
      499, and 893, Florida Statutes and Rules 64B16-26, 64B16-27, 64B16-28,
      64B16-30, 64F-12, and 64F-13, Florida Administrative Code. Should any of
      the above laws, standards, rules or regulations, Department procedures,
      HSB/TP's or directives change during the course of this procurement or
      resultant Contract term, all updated versions will take precedence.

      In addition, the Contractor shall abide by newly amended Sections 499.003,
      499.012 and 499.0121 Florida Statutes, as amended, and any administrative
      rules adopted pursuant to these statutory sections. In addition, the
      Contractor shall meet all state and federal constitutional requirements,
      court orders, and any applicable ACA Standards for pharmacy services
      (whether mandatory or non-mandatory). All such laws, rules and
      regulations, current and/or as revised, are incorporated herein by
      reference and made a part of this Contract. The Contractor and the
      Department shall work cooperatively to ensure service delivery is in
      complete compliance with all such requirements.

   2. Permits, Licenses, and Insurance Documentation

      a. The Contractor shall maintain, at each institution, current copies of
         all required pharmacy-related state and federal licenses, permits, and
         registrations. Such documentation shall include, but not be limited to,
         current copies of the following:

         1) Florida Department of Health Board of Pharmacy Permit (for the
            pharmacy);

         2) Florida Department of Health Type "B" Modified Class II
            Institutional Pharmacy Permit for each institution receiving
            services;

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         3) United States Department of Justice Drug Enforcement Administration
            registration for the Pharmacy and for each institution where stock
            controlled substances will be stored; and

         4) Appropriate Wholesale distribution permit as described in Section
            499.012, Florida Statutes.

         Copies of the above documentation shall be provided to the Contract
         Manager and the Department's Director of Pharmacy Services not later
         than January 1, 2006. Any additions/deletions/revisions/renewals to the
         above documents made during the Contract period shall be submitted to
         the Contract Manager and Department's Director of Pharmacy Services,
         within fifteen (15) days of said addition/deletion/revision/renewal. In
         addition, copies of the documentation above shall be available for
         review at the institution.

      b. The Contractor shall also maintain the following documentation at the
         institutional site and provide copies and updates, as they occur, to
         the Department's Director of Pharmacy Services.

         1) the names and the current license numbers of all Registered
            Pharmacists working in the pharmacy; and

         2) the name and current license number of the Pharmacy Manager as
            designated to the Florida Board of Pharmacy.

   3. Pharmacy Service Tasks:

      a. The Contractor shall provide coverage on-site or on call by a licensed
         pharmacist twenty-four (24) hours/day, seven (7) days/week for
         emergency needs.

      b. All pharmacists providing services under this Contract shall be
         provided a beeper or other form of communication mutually agreed upon
         by the parties. Each month, the Contractor shall provide to the
         Contract Manager and the Director of Pharmacy Services (FDC), the
         on-call pharmacists list with applicable phone and/or beeper numbers.
         The on-call pharmacists list will be posted at each institution in the
         medication room and the infirmary, and will be provided to the Nursing
         Director, the Chief Health Officer, and the Contractor's Institutional
         Administrator.

      c. The Contractor shall provide pharmaceuticals and drugs to the
         institution utilizing a "unit dose" method of packaging. Unit doses of
         medication to be administered by nursing staff are to be provided in a
         patient specific format. If each dose is individually labeled and
         packaged, the label shall include the drug name, strength, lot number,
         expiration date, and manufacturer. If a modified unit dose system such
         as a card or blister pack is utilized, each card or pack shall be
         labeled as a prescription. Prescriptions shall minimally be labeled to
         include the inmate name and number, drug name, dosage, directions
         (frequency of administration), prescribing physician, pharmacist's
         initials, date, quantity of tablets, manufacturer, lot number,
         expiration date, remaining refills, next refill date, date the
         prescription expires (commonly called "discard after date"), and any
         applicable warnings or dietary instructions. Medications provided by a
         registered re-packager (whether the Contractor or subcontractor) in a
         modified unit dose system such as a card or blister pack may be used as
         "stock" medications.

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      d. Upon request of the Department, the Contractor shall provide liquid
         psychotropic medications in unit doses, individually labeled, with
         manufacturer, lot number, expiration date and date packaged listed upon
         request.

      e. The Contractor shall comply with the Department's formulary in all
         cases unless a Drug Exception Request (DER) is approved by the Director
         for Health Services - Clinical or their designee.

      f. The Contractor shall provide other medications in liquid unit doses
         properly labeled as specified by the Chief Health Officer.

      g. The Contractor shall provide hypodermic supplies to include needles and
         syringes and disposal containers that are tamper proof and puncture
         resistant. The Contractor shall be responsible for appropriate disposal
         and/or destruction of needles and syringes with documentation.

      h. The Contractor shall provide on-site stat dose capability for emergency
         stock of drugs in unit dose packages to be used in emergency situations
         or until regular delivery of medications. The specific drugs shall be
         determined by the Department's Pharmacy Services Committee and the
         quantities shall be determined by the Chief Health Officer at each
         site.

      i. The Contractor shall provide emergency drugs as requested by the Chief
         Health Officer and approved by the Department's Pharmacy Services
         Committee.

      j. The Contractor shall properly package all medications in light and/or
         humidity resistant containers as appropriate.

      k. The Contractor shall package non-controlled, non-abusable medications
         in not more than a month's supply as allowed by TI 15.14.02. If the
         quantity is larger than 120 tablets, then the supply shall be dispensed
         not to exceed one hundred twenty (120) tablets with appropriate
         refills.

      l. The Contractor shall maintain copies of all prescriptions issued to and
         or filled for to inmates in a permanent file for a period of five (5)
         years. Copies will be provided to the institution upon request.

      m. The Contractor shall maintain appropriate documentation, including but
         not limited to, inventory records, controlled drug perpetual inventory,
         patient profiles, and cost data for financial records. All
         documentation shall be made available for review by the Warden or
         designee and the Department's Office of Health Services' Director of
         Pharmacy Services.

      n. The Contractor shall provide, within one working day, copies of any
         pharmacy or medication-related records requested by the Department's
         Contractor Manager or Director of Pharmacy Services.

      o. The Contractor shall document and maintain a Medication Administration
         Record (MAR) to include all information contained on the prescription
         label, the name of the practitioner who prescribed the medication, and
         any patient allergies.

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      p. The Contractor shall provide monthly, to each facility, by the first
         (1st) day of each month, a copy of the MAR, utilizing the Department's
         format for such, for each inmate receiving direct observed therapy at
         the institution

      q. In addition to the training requirements in Section 3.25.8, the
         Contractor shall perform in-service training for staff on
         pharmacy-related material according to a schedule mutually agreed upon
         and approved by the Chief Health Officer but presented no less than
         twice a year. Such training shall be conducted by a licensed pharmacist
         and shall include proper MAR documentation, medication administration
         to include when medications are to be issued, medication
         incompatibilities and interactions, and documentation on using stock
         medications,

      r. The Contractor shall provide a licensed pharmacist to perform third
         party drug utilization reviews as requested by the Quality Management
         Committee.

      s. The Contractor shall provide a licensed consultant pharmacist to
         conduct monthly inspections of all institution areas where medications
         are maintained. Inspection shall include, but not be limited to,
         expiration dates, storage and a periodic review of medication records.
         The consultant pharmacist's monthly inspection report shall be
         completed. One copy shall remain in the pharmacy and a second copy
         shall be sent to the Department's Director of Pharmacy Services.

      t. The Contractor shall provide a Pharmacist to serve as chairperson of
         the Correctional Institution Pharmacy and Therapeutics Committee and to
         consult on-site and by telephone with the Chief Health Officer and
         staff as requested.

      u. The Contractor may choose to participate in an Office of Health
         Services' cluster to receive pharmaceuticals and negotiate
         administrative costs during the Contract period.

      v. The Contractor shall meet all of the following time frames in filling
         all prescriptions and other orders, excluding holidays and weekends.
         Time frames are defined as the period of time from day-of-order to
         day-of receipt by the Department's facilities.

         1) Formulary prescriptions shall be filled and received by the facility
            no later than the next working day.

         2) Non-formulary (after the non-formulary request is approved) or
            special order medications shall be filled and shall be received by
            the facility by the second working day.

         3) Stock medication orders shall be received by the facility by the
            next working day.

         All orders for any service area/entity received/sent after 1:00 PM
         shall be considered received on the following day.

      w. The Contractor shall be responsible for all costs for delivery and
         return of medication.

      x. The Contractor medication supply process shall have "flag indicator
         capability" to identify non-formulary medications, flag inmates on more
         than three (3) psycho-active medications, flag medications being
         prescribed for a condition other than for

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          what the medication is indicated, and flag controlled substance
          medications being used for more than seven (7) days.

      y.  The Contractor shall maintain in the pharmacy computer system all
          known patient (inmate) allergies.

      z.  The Contractor shall maintain, at a minimum, an updated drug-drug,
          food-drug, food-food, and drug-allergy interaction program in the
          pharmacy computer system. The Contractor will produce upon demand, the
          latest version being used at the respective institution. Such version
          shall be no more than six (6) months old and shall be verifiable by
          written notarized statement from the pharmacy's software vendor, if
          requested.

      aa. Each medication delivery sheet shall contain the inmates name, ID
          number, name of medication, strength of medication, and quantity sent.
          Each delivery sheet (invoice) shall contain the receiving
          institution's name, address, and DEA number; the sending service
          area/entity's name address, and DEA number; the name of the medication
          sent and quantity of the medication sent.

      bb. All stock medications sent to the institution will be invoiced,
          separately, as above and will contain the name of the medication and
          quantity of the medication being sent. Controlled substances will be
          sent on separate invoices.

      cc. The Contractor shall provide a signature strip for each Keep-On-Person
          (KOP) prescription an inmate receives. These signature strips will be
          placed, after being signed, on signature logs. These signature logs
          must be kept for two (2) years.

      dd. The Contractor shall place, at a minimum, the following information on
          each prescription label:

          1) Inmate name and DC number,

          2) Date the prescription is filled;

          3) Pharmacy name and address;

          4) Prescription number;

          5) Name of medication, strength, and amount dispensed;

          6) Directions for use, particularly addressing if tablets are halved;

          7) Name of prescribing practitioner;

          8) Name or initials of the pharmacist dispensing the prescription;

          9) Discard-after-date. This is the date after which the prescription
             is no longer valid. To be determined by the practitioner writing on
             the prescription order the number of days the order is valid;

         10) Next refill date;

         11) Cautionary or accessory labels, as required; and

         12) If the order is to be issued by Direct Observed Therapy then DOT
             is to be placed on the label.

      ee. As a cost avoidance issue, the Contractor shall break in half and
          appropriately label any medications as requested by the Department. No
          medications shall be provided in half-tablets unless approved in
          advance, in writing, by the Department's Contract Manager.

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      ff. The Contractor will provide to each facility a stock medication order
          sheet to include those medications that can be ordered and
          "order-up-to" limits. The Contractor shall monitor the ordering of
          stock medication at each facility to prevent over-ordering. The
          Contractor will have a system developed/in place by Contract execution
          date to ensure that stock medication supplies do not exceed fourteen
          (14) days.

      gg. The Contractor shall supply all current and future medications to be
          issued by the Department's practitioners in compliance with
          practitioner-dispensing provisions of the Florida Statutes.

      hh. Practitioner dispensed medications shall have all required re-packed
          medication information plus a label with direction information and
          cautionary statements and a separate label so the practitioner can
          write the inmates name, DC number, and prescription number on the
          package.

      ii. Rebate/Credit/Discount Reporting: Any discounts/credits/rebates
          received by the Contractor as a result of pharmaceutical orders placed
          or processed on behalf of the Department's inmates in Region IV will
          be reported to the Contract Manager on a quarterly basis listing each
          pharmaceutical company and the corresponding total discount/rebate or
          the medication and the corresponding credit issued. If pharmacy
          services are subcontracted, the subcontracted pharmacy must provide to
          the Contract Manager and the Department's Director of Pharmacy
          services, all rebate/credit/discount information. Discounts/rebates
          received by the Contractor or subcontracted pharmacy for timely
          invoice payment to pharmaceutical companies are not included in this
          reporting requirement as they are operational business decisions
          related to inventory management.

      jj. The Contractor or subcontracted pharmacy shall provide necessary forms
          for the credit return process to include when the item was ordered.

      kk. The Contractor shall provide, in proper containers, EOS
          (End-of-Sentence) medications, INS (Immigration and Naturalization
          Services) medications, Outside Court medications, and Work Release
          Center medications, in quantities as described in TI 15.14.02.

      ll. The Contractor shall have a sufficient number of facsimile machines
          and phones lines so as to be able to receive prescription orders,
          medication refill requests, stock medication requests, and packaging
          requests timely.

      mm. The Contractor shall provide to each facility, at Contractor's cost, a
          facsimile machine or machines for the purposes of faxing orders and
          stock requests.

      nn. The Contractor shall have a system in place to minimize medication
          shipment errors and to promptly address and correct any shipment
          errors.

      oo. The Contractor shall have in place, and be able to demonstrate, a
          Continuous Quality Improvement program. This program will include
          outcome reports from the subcontracted pharmacy on any medication
          errors that were the pharmacy's responsibility.

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      pp. The Contractor shall participate in statewide and institutional
          Pharmacy Services Meetings.

      qq. The Contractor shall provide to each inmate, medication education
          materials for each medication order. The education materials will, at
          a minimum, describe major side effects associated with the medication.
          The education materials must be pre-approved by the Department.

      rr. The Contractor shall provide IV medications in a manner compatible
          with the Department's IV pumps. Select IV medication will be kept
          on-site as stock medication. All IV orders are to be profiled in the
          Contractor's medication supply process. The Contractor will provide
          all IV solutions and tubing.

      ss. The Contractor shall contract with a subcontractor(s) to provide
          emergency IV medications upon request. The subcontractor will bill the
          Contractor who shall be responsible for all costs incurred by the
          subcontractor when meeting requirements of the Contract. The
          Contractor shall ensure that all IV medications are prepared using
          aseptic technique.

      tt. The Contractor shall keep an updated copy of the Department's
          Formulary at each institution.

      uu. The Contractor shall provide Over-the-Counter (OTC) medication as
          required on both prescription orders and as stock. The OTC medications
          provided as stock shall be labeled with appropriate directions for
          use, warnings, cautionary statements, lot numbers, and expiration
          dates. The Contractor shall provide to each facility OTC medications
          approved to be issued to inmates in a dorm setting utilizing the
          current packaging system as described in Department of Corrections'
          Procedure 406.001.

      vv. The Contractor shall issue all formulary controlled substance
          medications as bulk stock either as repackaged medication or in the
          manufacturer's original unit dosed packaging.

      ww. All non-formulary controlled substance medications shall be issued
          patient (inmate) specific.

      xx. The Contractor shall provide stock medication to include both legend
          medications and OTC medications from a list of medications approved by
          the Department's Pharmacy Services Committee. The Contractor shall not
          add to the list of approved medications without written consent from
          the Contract Manager.

      yy. All Drug Exception Requests for non-formulary medications, drug dose
          variances, four or more psychotropics, nonapproved use of approved
          medications, and more than one medication in a mental health treatment
          category shall be approved by the Director of Health Services -
          Clinical or his/her designee.

   4. Pharmacy Policy and Procedure Manuals

      Within thirty (30) days of Contract execution, the Contractor shall
      provide a policy and procedure manual, to all participating Department
      institutions/facilities, the Contract Manager, and the Department's
      Director of Pharmacy Services that shall include, but not be limited to,
      the following:

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      a. Ordering procedures;

      b. Process to be used to deliver medications from the time order is
         received, including the identification of the courier involved;

      c. Return-of-goods procedures, including who to call and how medication is
         to be returned, forms to be used, and final disposition of the
         medication;

      d. How non-formulary items are to be issued including the faxing and
         receiving of Drug Exception Requests;

      e. Description of the process to be used to resolve problems and issues
         between the Contractor and facility or Department, including the name
         of a contact person, address, phone, beeper, and facsimile number;

      f. How to receive medications;

      g. How to distribute medications including Keep-On-Person (KOP), direct
         observed therapy, and stock medications;

      h. Controlled Substance policy to include ordering, distribution, and
         destruction;

      i. Psychotropic medication policy to include ordering, distribution, and
         return;

      j. Use of and name of emergency contracted pharmacy for each facility;

      k. Quality related events;

      l. Notification of and how to reach the on-call pharmacist;

      m. How a medications "pedigree" will be provided to the Department.

      n. Duties, responsibilities, and general scope of services for Consultant
         Pharmacist and changers to scope of services.

      o. How to file, where to file, and length of time all required paperwork
         shall be kept including invoices;

      p  Disposal and/or destruction of medication to include vendor to be used
         if medication cannot be disposed of on-site, who can and cannot dispose
         of medication, documentation required, and regulatory requirements;

      q. Ordering, receiving, and monitoring of legend and OTC stock
         medications;

      r. Drug Exception Request approval/denial process; and

      s. Process to verify orders are received in appropriate time frames.

      The Contractor shall update all policy and procedure manuals expeditiously
      as changes occur. Copies of changed procedures or other updates shall be
      provided to all facilities and the Contract Manager within seven (7)
      working days of any change, along with a cover sheet indicating the
      current date of the manual. Annually, in January of each calendar year,
      the Contractor shall provide new manuals to each Department's facility
      served and to the Contract Manager.

   5. Pharmacy Audits and Investigations

      The Contractor shall provide copies of any pharmacy audit or investigative
      report for any reportable condition, performed by any state, federal or
      other regulatory agency including reports of no findings, on any permit,
      registration, or license, to the Contract Manager within seven (7) working
      days of the Contractor receiving the report.

NOTE: THE FOLLOWING SECTIONS APPLY TO CONTRACTOR'S OVERALL HEALTHCARE SERVICE
DELIVERY.

O. Emergencies

   1. As required by law, emergencies shall be taken to the nearest hospital
      approved by the Department. The Contractor shall ensure the availability
      of emergency treatment through predetermined arrangements with local
      hospitals. If an inmate should need to be transferred by air, the
      Contractor shall use appropriate aviation assets. All ambulances

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      utilized shall be equipped with life support systems and shall be operated
      by personnel trained in life support that are certified by the State of
      Florida. The Contractor shall obtain documentation of State certification
      and keep it on file at the institution. The Contractor shall be
      responsible for the costs of all emergency air ambulance or land ambulance
      transportation.

   2. The Contractor shall be responsible for on-site emergency medical
      treatment for Department employees, visitors, and contractors injured or
      who become ill while working at the institution, consisting of
      stabilization and referral to personal physician or local hospital,
      consistent with the current Policy and Procedure on Emergency Treatment of
      Staff and Visitors.

   3. The following service requirements shall be met to ensure that appropriate
      emergency treatment is provided:

      a. In-service education on first aid and emergency procedures.

      b. Written policies and procedures concerning emergency transfer and
         transportation of inmates.

      c. Arrangements for emergency 24 hour on-call physician coverage.

      d. Coordination with security for arrangements when the emergency transfer
         of an inmate is indicated.

      e. Cardiopulmonary Resuscitation (CPR) Basic Training for all Health
         Services staff and other designated staff members.

P. Laboratory Services

   1. The Contractor shall provide medically necessary and appropriate
      diagnostic laboratory procedures.

   2. All STAT laboratory work shall be performed at a local hospital or
      accredited laboratory nearest the institution. Results shall be telephoned
      immediately to the requesting physician and a written report shall follow
      within 24 hours.

   3. The Contractor shall be financially responsible for all laboratory
      services. Non-urgent laboratory services may be provided to the
      institution by the Department's laboratory services contracted provider or
      by the Contractor under a written subcontracting arrangement with a
      provider approved by the Department. The most cost-effective process may
      be utilized subject to prior Office of Health Services' approval. The
      subcontracted laboratory must, however, be in compliance with all
      applicable requirements of Chapter 483, Florida Statutes, including
      Sections 483.011, 483.26 and 483.800 through 483.827. If the Contractor
      provides any in-house laboratory testing, it must also be in compliance
      with the appropriate provisions of Florida law. If only waived tests are
      conducted, the Contractor must obtain a Certificate of Exemption from the
      Agency for Healthcare Administration and prior approval of the Contract
      Manager.

      Generally, laboratory services shall include:

      a. Laboratory supplies and required equipment (i.e., centrifuges).

      b. Pick-up and delivery on a daily basis, or as-needed Monday through
         Friday.

      c. Printer installed at the institution, to provide test results
         (FACSIMILE NOT ACCEPTABLE).

      d. Immediate telephone contact with written reporting capability within 24
         hours.

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            4.    The Contractor shall provide a physician who shall check,
                  initial and date all laboratory results within an appropriate
                  time, not to exceed 24-hours (weekends excluded) to assess the
                  follow-up care indicated and to screen for discrepancies
                  between the clinical observations and the laboratory results.
                  In the event that the laboratory report and the clinical
                  condition of the patient do not appear to correlate, it shall
                  be the responsibility of the physician to make a clinical
                  assessment, and to provide appropriate follow-up, which may
                  include reordering of the lab tests, when necessary, for
                  reconciliation.

      Q.    Radiology Services

            1.    The Contractor shall provide medically necessary and
                  appropriate diagnostic X-ray procedures.

            2.    The Contractor shall be financially responsible for all
                  radiology services. Routine x-rays may be provided on-site if
                  the Contractor elects to equip and maintain an x-ray
                  department, since the Department does not own any x-ray
                  equipment. If the Contractor chooses not to equip an x-ray
                  department, the Contractor may provide routine or non-urgent
                  x-rays through the Department's contracted provider or under a
                  written subcontracting arrangement with a provider approved in
                  writing by the Department. The most cost-effective process may
                  be utilized subject to the prior approval of the Contract
                  Manager. All services shall be provided in accordance with
                  applicable state and local regulations for equipment and
                  personnel licensure.

            3.    The Contractor shall provide all fluoroscopy, magnetic
                  imaging, CAT scan, ultrasound and other special studies for
                  all inmates.

            4.    The Contractor shall ensure that x-ray films are read by a
                  radiologist. The radiologist shall call the institution's CHO
                  with any report requiring immediate intervention. The
                  Contractor shall ensure that a written report, on form
                  DC4-705A, is forwarded to the institution within 24 hours of
                  interpretation of the films. All emergency x-rays that are
                  required at times other than normal working hours shall be
                  performed at a local facility. A physician shall review,
                  initial and date all x-ray reports within five (5) days.

      R.    Biohazardous Waste Disposal

            The Contractor shall provide and be financially responsible for
            meeting all bio-hazardous waste disposal requirements including
            implementation of appropriate storage procedures, transport of
            medical, bio-hazardous waste to appropriate institution pick-up
            point, and transport away from each institution, in compliance with
            all applicable State and local laws, rules and regulations, and the
            Department's procedures, Chapter 64E-16, Biohazardous Waste, Florida
            Administrative Code and Standards of the Medicare Program.

      S.    Disasters

            1.    Within one hundred twenty (120) days from the effective date
                  of the Contract and subject to the Warden's approval, the
                  Contractor's administrator at each institution shall develop
                  and maintain for contract monitoring review, procedures to be
                  employed by the respective institution for the delivery of
                  comprehensive healthcare services in the event of a disaster
                  such as fire, tornado, epidemic, riot, strike or mass arrests.
                  This "Institutional Health Service Disaster Plan" shall be
                  developed, and/or instituted by the Contractor's institutional
                  administrator working closely with the Warden or his/her
                  designee. The Contractor's plan shall include, but not be
                  limited to:

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                  a.    Establishment of communications system;

                  b.    Recall of key staff;

                  c.    Assignment of healthcare staff;

                  d.    Establishment of command post;

                  e.    Safety and security of the patient and staff areas;

                  f.    Use of emergency equipment and supplies;

                  g.    Establishment of a triage area;

                  h.    Triage procedures;

                  i.    Medical records - identification of injured;

                  j.    Use of ambulance services;

                  k.    Transfer of injured to local hospitals;

                  1.    Evacuation procedures (to be coordinated with security
                        personnel); and

                  m.    Practice drills which shall be conducted annually.

            2.    In addition, the Contractor shall provide a Familiarization
                  Staff Training Program within 120 days from the effective date
                  of the contract for all healthcare employees in case of an
                  institutional emergency, such as riot, hostage events, or
                  escape. Institutional emergencies shall be handled in the
                  following manner:

                  a.    All in-house measures for dealing with the emergency
                        shall be taken.

                  b.    As appropriate to the nature of the emergency, the
                        Institutional Health Services Disaster Plan as discussed
                        above shall be put into effect.

                  In case of natural disasters, such as hurricanes, which are
                  beyond the control of the Contractor, the Department may
                  contract for or provide medically necessary services resulting
                  from the natural disaster with any healthcare provider,
                  including the Contractor. Rates of reimbursement for these
                  services, if necessary, will be negotiated with the Contract
                  Manager.

      T.    Inmate Health Education

            The Contractor shall implement within ninety (90) days of contract
            execution, subject to Department approval, an inmate health
            education program. To promote the health education process,
            informational programs shall be made available based on the
            requirements of Florida Statutes and assessed educational needs of
            the inmates. Selected topics for these programs may include but are
            not limited to:

            1.    Personal hygiene;

            2.    Nutrition;

            3.    Physical fitness;

            4.    Stress management;

            5.    Sexually transmitted diseases;

            6.    Chemical dependency;

            7.    Tuberculosis and other communicable diseases;

            8.    Effects of smoking;

            9.    HIV/AIDS;

            10.   Hypertension/Cardiac;

            11.   Epilepsy;

            12.   Diabetes;

            13.   Dermatology;

            14.   Rehabilitation; and

            15.   Prison Rape Elimination Act (PREA).

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      U.    Inmate Grievances/Complaints

            Inmates have the opportunity to file grievances about any aspect of
            their incarceration, including healthcare. Any grievances filed by
            inmates regarding healthcare shall be referred to the CHO or his/her
            designee, who shall review the claim and gather information
            concerning the complaint, and take appropriate action consistent
            with institutional grievance procedures (HSB 15.02.01) and Chapter
            33-29, Florida Administrative Code. Upon request for information
            from the Office of Health Services or the Contract Manager, the
            Contractor shall furnish all information provided in response to the
            grievances. Information shall be provided in a timely manner. Those
            grievances not satisfied at the institutional level can be appealed
            by the inmate to the Office of Health Services for resolution. A
            high number of appeals upheld at this level would indicate a
            problem/breakdown with the grievance process at the institutional
            level and a possible weakness in the delivery of appropriate and
            medically necessary healthcare. Responses to requests for
            information are to be complete and accurate addressing all aspects
            of the complaint.

      V.    Inmate Transfers

            1.    All inmate transfers shall be screened, evaluated, and
                  documented, as required by the applicable Technical
                  Instruction, by medical personnel immediately prior to
                  transfer or upon arrival at the receiving facility. The
                  preliminary screening shall include, but is not limited to:

                  a.    Inquiry into:

                        1)    Current illness

                        2)    Communicable diseases

                        3)    Alcohol/chemical abuse history

                        4)    Medications currently being taken

                        5)    Dental status

                        6)    Chronic health problems

                  b.    Observation of:

                        1)    State of consciousness

                        2)    Mental status

                        3)    Appearance

                        4)    Conduct

                        5)    Bodily deformities and ease of movement

                        6)    Signs of trauma, bruises, lesions, jaundice,
                              rashes and infestations, and needle marks or other
                              indications of drug abuse.

            2.    Explanation of procedures for access to health services shall
                  be provided to inmates both orally and in writing via the
                  inmate handbook. The handbook will be provided by the
                  Department.

            3.    The findings of the preliminary screening and evaluation,
                  including the medical classification of the inmate, shall be
                  recorded on a Department-approved screening form and entered
                  into the inmate's medical record.

            4.    If either party (Department or Contractor) has reason to
                  believe that an inmate has been inappropriately transferred by
                  reason of medical condition, that party will provide a

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                  report within 72 hours of receipt of the inmate at the
                  institution, including name, number and circumstances to the
                  other party, with a copy of the report forwarded to the
                  Contract Manager. The Contract Manager will investigate and
                  reply as appropriate, in accordance with the contract
                  communications procedure.

      W.    Medical Library

            The Contractor is required to establish a medical library on-site at
            each institution for use by the healthcare staff. To that end, any
            existing medical library at an institution will become the
            responsibility of the Contractor. The library shall contain, at a
            minimum, basic reference texts related to diagnosis and treatment in
            a primary care setting, as well as a current medical dictionary, all
            statutorily required pharmacology reference books, and a current
            Physicians' Desk Reference. Upon request of the Contractor and at
            the Contractor's expense, the Department will provide Department
            resource materials (i.e. HSB's/TI's, etc), to the Institutional
            Health Services Administrator.

      X.    Healthcare Records

            The Contractor shall ensure that all healthcare unit staff documents
            each healthcare encounter in the appropriate section of the
            Problem-Oriented Medical Record, utilizing the SOAPE format,
            including specific Department of Corrections' approved forms as
            outlined in Department of Corrections' Rules, (Chapters 33-6, 33-19,
            Florida Administrative Code), pertinent Health Services' Bulletins,
            and Florida Statutes.

            1.    The Contractor shall ensure that each inmate's medical record
                  including the Medication Administration Record, is complete,
                  accurate and contains sufficient documentation to warrant the
                  treatment rendered, and that each entry is made in a timely
                  manner to comply with all aforementioned procedures.

            2.    The Contractor shall ensure specific compliance regarding
                  confidentiality and medico-legal access/disclosure, shall
                  assist in providing documentation to support Department
                  automation, and shall participate in the Department's Quality
                  Management Program.

            3.    The Contractor shall ensure that each medical record meets the
                  requirements of Florida Statutes and the Department's
                  procedures, HSB's and TI's, as applicable.

            4.    The Contractor shall ensure that all logs required in medical
                  areas are maintained in a complete, current and accurate
                  condition. The Contractor shall ensure that the weekly and
                  monthly validations (signatures by the Chief Health Officer or
                  the Contractor's Designee) are accomplished prior to the fifth
                  (5th) day of the following month.

            NOTE: It is the intent of the Department to adapt an existing
            automated medical record system for use at all institutions in
            Florida. A timeframe for this adaptation has not been determined at
            this time. Accordingly, the Contractor will be required to be
            compliant with the requirements of this system at such time as it is
            implemented.

      Y.    Contractor's Staffing

            1.    General Administrative Requirements:

                  The Contractor shall have direct oversight, be responsible for
                  and monitor the performance of all healthcare staff whether
                  providing direct healthcare or performing

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                  other duties in support of the Contract. The Department will
                  provide security for the Contractor's employees and agents
                  consistent with the security provided at other Department
                  facilities.

                  The Contractor shall provide an adequate level of staffing for
                  provision of the services outlined herein and shall ensure
                  that staff providing services is appropriately trained and
                  qualified and licensed, as appropriate. Staff shall provide
                  professional healthcare coverage twenty-four (24) hours a day,
                  seven (7) days a week for the institution.

                  Additionally, the Contractor's staff shall liaise with and
                  maintain a good working relationship with Department staff and
                  other providers working with the Department.

                  The Contractor shall distribute a written job description to
                  each member of the Contractor's staff that clearly delineates
                  their assigned responsibilities. The job description shall be
                  signed by the employee and supervisor and maintained in the
                  on-site personnel file. The Contractor shall annually evaluate
                  performance of healthcare staff to ensure adequate job
                  performance in accordance with these job descriptions and
                  other provisions of this Contract and such performance
                  evaluations shall be maintained in the on-site personnel
                  files. The Contract Manager shall be advised of any
                  Contractor's employee who receives a less than satisfactory
                  evaluation.

                  The Contractor shall maintain personnel files on all contract
                  employees in the healthcare unit of the institution. The
                  records shall be made available to the Healthcare Contract
                  Monitor, Institutional Warden or designee, and the Director of
                  Health Services-Administration or designee. These files shall
                  include, but not be limited to, copies of current Florida
                  licenses or proof of professional certification, and
                  evaluation records and position responsibilities.

                  If any Department healthcare employee is adversely affected by
                  this privatization initiative, the Contractor shall give
                  Department healthcare employees first consideration for
                  employment

                  The Contractor shall ensure that all staff performing services
                  under this Contract or regularly accessing the Department's
                  institutions is TB screened and/or tested as required by
                  Department Procedure 401.015, Employee TB Screening and
                  Testing.

                  The Contractor shall provide its physicians with cell phones
                  so that they may be contacted while off-site.

                  The final selection of all staff assigned to provide services
                  under this Contract shall be subject to approval by the
                  Department. Department employees terminated at any time by the
                  Department for cause may not be employed or provide services
                  under the Contract. The Department shall not employ criteria
                  to approve or disapprove the selection of Contract employees
                  that exposes the Contractor or the Department to civil or
                  criminal liability under applicable federal or state civil
                  rights laws, including, but not limited to, those laws
                  establishing or protecting employee rights.

                  Current state employees subsequently hired by the Contractor
                  shall maintain current security clearances and professional
                  credentials, when appropriate.

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            2.    Staffing Plan and Levels:

                  The Department has not established in this Contract, any
                  required staffing levels based on inmate-to- healthcare staff
                  ratios.

                  Two (2) weeks prior to the scheduled implementation date for
                  each institution, the Contractor shall provide a staffing
                  roster to the Contract Manager and to the Health Services'
                  Administrator for the respective facility. The roster will
                  include the name and position, title and licensure status for
                  each Contractor's staff member. When applicable, a copy of the
                  corresponding executed supervision agreement required by
                  applicable Florida laws shall be attached.

            3.    Contractor Key Staff Administrative Positions and
                  Responsibilities:

                  The Contractor shall provide the following minimum key
                  administrative staff positions in support of this contract:

                  a.    CHIEF EXECUTIVE OFFICER (OR EQUIVALENT TITLE): The Chief
                        Executive Officer is the highest ranking officer in the
                        Contractor's company or organization. The CEO shall have
                        a minimum of one (1) years' experience as CEO.

                  b.    ADMINISTRATIVE PROJECT MANAGER (OR EQUIVALENT TITLE):
                        The Project Manager is the individual who will have
                        corporate responsibility for administration of the
                        contract. This individual shall have a minimum of three
                        (3) years' experience within the last ten (10) years at
                        the management level, providing direct administrative
                        oversight of a large-scale health-related program in a
                        correctional system comprised of 10,000 inmates.

                  c.    HEALTHCARE SERVICES PROGRAM DIRECTOR (OR EQUIVALENT
                        TITLE): The Healthcare Services Program Director is the
                        individual providing clinical oversight for all
                        institutions. This individual is responsible for
                        directing overall healthcare services delivery to
                        include oversight of all healthcare services staff,
                        consulting with other healthcare discipline staff and
                        coordination of healthcare services with other
                        healthcare providers. This individual shall have a
                        minimum of three (3) years' experience within the last
                        ten (10) years at the management level, directly
                        managing a correctional medical services program or
                        component within a correctional system comprised of
                        10,000 inmates in all medical grades up to and including
                        inpatient status. In addition, the person occupying this
                        position must be licensed "in good standing" to practice
                        medicine as required under Chapter 458 or 459, Florida
                        Statutes, hold a current DEA Registration Number, and
                        must have credentials that meet or exceed the
                        requirements of Florida Law.

                  d.    CHIEF HEALTH OFFICER (CHO) (OR EQUIVALENT TITLE) FOR
                        EACH INSTITUTIONAL SITE: The on-site CHO at each
                        institution shall serve as the medical authority and
                        shall work as a team with the Contractor's
                        administrative and clinical managers. Each CHO shall
                        operate the clinical healthcare program in accordance
                        with the standards set forth in Sections II., B., and
                        II., C., and all applicable State and Federal Laws,
                        Rules and Regulations; Departmental Rules, Policies and
                        Procedures; Health Services Bulletins/Technical
                        Instructions; and ACA standards, and shall adhere to any
                        additions or changes thereto. Each on-site CHO shall
                        plan, implement, direct and control all clinical aspects
                        of the institutional healthcare program and shall have
                        direct oversight of and shall monitor the performance of
                        all healthcare personnel

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                        rendering direct patient care. The on-site CHO shall
                        also provide primary healthcare services on a routine
                        basis and meet the same standards as other CHOs in the
                        Department. In addition, the person occupying this
                        position must be licensed to practice medicine under FS
                        458 or 459 in the State of Florida "in good standing",
                        hold a current DEA Registration Number, and must have
                        credentials that meet or exceed the requirements of
                        Florida Law.

                  e.    MENTAL HEALTH PROGRAM DIRECTOR (OR EQUIVALENT TITLE):
                        The Mental Health Program Director is the individual
                        providing clinical oversight for all included
                        institutions. This individual is responsible for
                        directing overall mental healthcare service delivery to
                        include oversight of all mental healthcare staff,
                        consulting with other medical staff and coordination of
                        mental health services with other healthcare providers.
                        The person occupying this position must be licensed to
                        practice psychology or medicine "in good standing" in
                        the State of Florida and must have credentials that meet
                        or exceed the requirements of Florida Law. If the person
                        occupying this position is a physician, s/he must hold a
                        current DEA Registration Number and be either board
                        eligible or board certified in psychiatry.

                  f.    DENTAL SERVICES PROGRAM DIRECTOR (OR EQUIVALENT TITLE):
                        The Dental Services Program Director is the individual
                        providing clinical oversight for all included
                        institutions. This individual is responsible for
                        directing overall dental healthcare service delivery to
                        include oversight of all dental healthcare staff,
                        consulting with other healthcare staff and coordination
                        of dental services with other healthcare providers. The
                        person occupying this position must be licensed to
                        practice dentistry "in good standing" in the State of
                        Florida, hold a current DEA Registration Number, and
                        must have credentials that meet or exceed the
                        requirements of Florida Law.

                  g.    PHARMACY PROGRAM DIRECTOR (OR EQUIVALENT TITLE): The
                        Pharmacy Program Director is the individual providing
                        clinical oversight for all institutions. This individual
                        is responsible for directing overall pharmacy service
                        delivery to include oversight of all pharmacy staff,
                        consulting with other healthcare staff and coordination
                        of pharmacy services with other healthcare providers.
                        The person occupying this position must be licensed to
                        practice pharmacy in the State of Florida and must have
                        credentials that meet or exceed the requirements of
                        Florida Law.

                  h.    INSTITUTIONAL HEALTHCARE ADMINISTRATOR (OR EQUIVALENT
                        TITLE) for Each Institutional Site: The on-site
                        Institutional Healthcare Administrator at each
                        institution shall serve as the Contractor's point of
                        contact with the Warden for all institutional healthcare
                        matters and shall work as the healthcare manager,
                        coordinating delivery of all non-clinical health
                        services support. Each Institutional Healthcare
                        Administrator shall perform in accordance with the
                        standards set forth in the contract and all applicable
                        State and Federal Laws, Rules and Regulations;
                        Departmental Rules, Policies and Procedures; Health
                        Service Bulletins/Technical Instructions; and ACA
                        standards, and shall adhere to any additions or changes
                        thereto. Each on-site Institutional Healthcare
                        Administrator shall plan, implement, direct and control
                        all non-clinical aspects of the institutional healthcare
                        program and shall have direct oversight of and shall
                        monitor the performance of all healthcare personnel
                        supporting the delivery of non-clinical healthcare. This
                        individual shall also perform to the same standards as
                        the Department's Institutional Health Services
                        Administrators.

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                  i.    DIRECTOR OF NURSING (OR EQUIVALENT TITLE): The Director
                        of Nursing (DON) is the professional level Registered
                        Nurse providing nursing oversight for all included
                        institutions. This person shall administer, supervise,
                        and coordinate the nursing program. The Director of
                        Nursing shall have as a minimum, three (3) years of
                        correctional Nursing Director or Supervisor experience
                        within the last ten (10) years for multiple jails having
                        a total inmate population of no less than 5,000 for the
                        entire year; or three (3) years, correctional Nursing
                        Director or Supervisor experience within the last ten
                        (10) years for one or more institutions at the state
                        prison system level or the same experience at the
                        federal prison system level or similar facility such as
                        a military prison.

            4.    Healthcare Staff Positions' Job Functions

                  To ensure the provision of comprehensive healthcare services
                  as specified in this Contract, the Contractor will be
                  responsible for utilizing qualified, licensed "in good
                  standing" (where appropriate), and supervised staff, including
                  any necessary specialized support staff, as determined by the
                  Contractor, for each of the four specific disciplines included
                  in this Contract. Staff experience, qualifications and job
                  functions should be as specified within this Contract and, in
                  addition, shall be consistent with health industry standards.
                  In addition, due to specific requirements of correctional
                  mental health service delivery, the Contractor shall
                  specifically provide mental health services staff as outlined
                  below:

                  a.    Mental Health Services Staff Positions

                        The Contractor shall provide mental health staff that
                        includes licensed clinical staff (psychiatrists,
                        psychiatric ARNPs, nurses, psychologists, and
                        psychological specialists) as well as qualified and
                        specialized support staff including institutional
                        counselors and human services counselors. Whereas
                        supervised support staff can provide adjunctive mental
                        health services (e.g., coordinating aftercare, inpatient
                        recreation therapy and social skills training), only
                        licensed clinical staff may provide mental health
                        services involving a clinical diagnosis and/or treatment
                        disposition.

                        The Contractor will be responsible for utilizing
                        appropriately licensed and supervised staff as
                        determined by the Contractor for the accomplishment of
                        the following job functions outlined below:

                        1)    Senior Psychologist (or equivalent title).

                              Psychologists shall perform services on an
                              outpatient or inpatient basis depending upon
                              assignment.

                              The primary responsibility of an outpatient
                              psychologist is the provision of clinical services
                              and the coordination of all aspects of mental
                              health services made available to the inmate
                              population at his/her institution, from initial
                              screening to aftercare (post-release service)
                              planning.

                              In consultation with psychiatry, inpatient unit
                              Senior Psychologists shall be accountable for the
                              implementation and coordination of all mental
                              health services within the operational unit.

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                                                                  CONTRACT C2297

                              Regardless of the setting, the Senior
                              Psychologist shall function within the
                              health services unit under the supervision
                              of the Chief Health Officer (CHO) and shall
                              be accountable to the CHO and the warden for
                              all programmatic and operational aspects of
                              mental healthcare service delivery.

                              The Senior Psychologist shall be responsible
                              for the following minimum responsibilities:

                              a)    maintenance of a clinical caseload;

                              b)    a minimum of one hour of documented
                                    individual clinical supervision of
                                    each psychological services provider
                                    weekly;

                              c)    implementation of Procedure Manuals
                                    and Health Services'
                                    Bulletins/Technical Instructions;

                              d)    documenting compliance with ongoing
                                    Corrective Action Plans (CAPs);

                              e)    serving as advisor to the warden on all
                                    mental health services-related operational
                                    and programmatic issues;

                              f)    reviewing and authorizing referrals for
                                    psychiatric services;

                              g)    reviewing initial inmate requests for mental
                                    health services on a daily basis;

                              h)    reviewing selected entries made in inmate
                                    health records on a daily basis, focusing on
                                    the quality of 1) service planning, 2) case
                                    management notes, 3) group notes for each
                                    psychological specialist and 4) individual
                                    therapy notes;

                              i)    reviewing randomly selected health records
                                    on a weekly basis, checking more
                                    specifically on entries made by psychiatric
                                    services;

                              j)    overseeing the process of psychological
                                    examinations, including review of test
                                    findings, and signs evaluations written for
                                    the Florida Parole Commission and ICO
                                    requests;

                              k)    acting as a consultant in mental health
                                    services-related matters to other
                                    institutional units;

                              l)    making available to the inmate population a
                                    variety of psychotherapeutic modalities
                                    based on inmate psychological, mental, and
                                    behavioral needs as determined by a periodic
                                    review of the inmate population profile;

                              m)    attending institutional and regional
                                    meetings as directed by the warden and/or
                                    the Chief Health Officer; and

                              n)    monitoring mental health staff productivity
                                    to ensure that workloads are adequate and
                                    care is provided in accordance with the
                                    Procedure Manuals and HSBs/Technical
                                    Instructions.

                        2)    Senior Physician-Psychiatrist (or equivalent
                              title)

                              The Senior Psychiatrist is the multidisciplinary
                              member that shall be ultimately responsible for
                              patient diagnosis and pharmacotherapy, as well as
                              those psychiatric functions consistent with
                              clinical practice appropriate to the specialty.

                        3)    RN Specialist

                              The RN Specialist shall provide medication and
                              general health information to inmates. She/he
                              shall be a member of the multidisciplinary team
                              providing information regarding medication
                              response, health status, and observed behaviors.

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                              The RN Specialist shall be responsible for:

                              a)    health teaching;

                              b)    medication information in groups and
                                    individually;

                              c)    monitoring medication compliance and lab
                                    results;

                              d)    coordinating physical and mental health
                                    services;

                              e)    crisis intervention; and

                              f)    when necessary, sick call for inpatient
                                    units.

                        4)    Psychological Specialist

                              Staff psychological specialists shall provide the
                              majority of direct mental healthcare services to
                              inmates and shall be responsible for the minimum
                              responsibilities:

                              a)    serving as case manager and is responsible
                                    for the maintenance of a clinical caseload;

                              b)    writing the Individualized Service Plan
                                    (ISP) with input from the inmate;

                              c)    ensuring that the ISP is implemented,
                                    reviewed, and revised in a timely manner;

                              d)    verifying that the ISP reflects inmate
                                    progress on problems and successful
                                    interventions until such time as the inmate
                                    is able to demonstrate adequate adjustment
                                    to incarceration;

                              e)    in conjunction with the Senior Psychologist,
                                    delivering and managing the inmate's
                                    selected mode of psychotherapy;

                              f)    ensuring the inmate receives all necessary
                                    care including notifying the supervisor of
                                    an inmate's needs when necessary;

                              g)    ensuring transition planning is completed
                                    and effectively implemented through
                                    coordination with the Department of Children
                                    and Families' District Coordinators.

                              h)    under the supervision of the Senior
                                    Psychologist, and depending on credentialing
                                    privileges, administering various
                                    psychological tests including those designed
                                    to measure adequate functioning in the areas
                                    of organicity, intelligence, and
                                    personality; and

                              i)    serving as a link to community mental health
                                    centers and the Department of Health for
                                    inmates who were treated for psychiatric
                                    disorder while incarcerated and who, at the
                                    time of release, are assessed by the
                                    psychiatrist as needing post-release
                                    treatment.

                              Once the inmate has demonstrated adjustment to
                              incarceration, and does not necessarily require
                              ongoing services to maintain the Psychological
                              Specialist shall discontinue all planned treatment
                              and close the ISP. The Psychological Specialist
                              shall comply with time frames for services
                              planning and other case management
                              responsibilities as detailed in HSB 15.05.05, HSB
                              15.05.11, and TI 15.05.18.

                              The Psychological Specialist/Case Manager shall
                              function under the supervision of a Senior
                              Psychologist, and shall render mental health
                              services only within the guidelines and standards
                              defined by applicable laws and administrative
                              rules, professional review boards or associations,
                              Department policies and procedures, and HSBs/TIs.

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                                                                  CONTRACT C2297

                        5)    Institutional Counselors and Human Services
                              Counselors

                              Institutional Counselors and Human Services
                              Counselors shall function under the supervision of
                              the Senior Psychologist and have the following
                              responsibilities:

                              a)    administer group intelligence tests;

                              b)    serve as a link with community mental health
                                    centers and the Department of Health for
                                    inmates who were treated for psychiatric
                                    disorder while incarcerated and who, at the
                                    time of release, are assessed by the
                                    psychiatrist as needing post-release
                                    treatment;

                              c)    provide required scheduled services in
                                    inpatient units. Such services are limited
                                    to psycho-educational groups, recreation
                                    therapy, social skills training, and other
                                    activities that do not incorporate clinical
                                    services; and

                              d)    provide inmate orientation, suicide
                                    prevention training, and other mental health
                                    related training.

            5.    Healthcare Staff Credentials

                  The Contractor shall employ only those persons having
                  appropriate Florida licensure and certification and who have
                  provided documentation of past healthcare experience.
                  Individuals in positions that require credentials (Physicians,
                  Advanced Registered Nurse Practitioners (ARNPs) Psychologists,
                  Psychological Specialists and any other position that requires
                  credentials), will be subject to a credentials review by the
                  Department to ensure that the individual has the requisite
                  training, experience and licensure or certification necessary
                  to perform the duties assigned. It is the Contractor's
                  responsibility to ascertain and comply with all state
                  licensing and credentialing requirements.

                  The Contractor shall comply with the credentialing
                  requirements in HSB 15.09.05 including utilization of
                  appropriate Department forms and packet format and an
                  equivalent approval process. All credentials files shall be
                  prepared and completed by the Contractor within the designated
                  time frames established by the HSB/TI, and shall be approved
                  through the Contractor's highest level of review and submitted
                  to the Contract Manager/Credentials Coordinator of the
                  Department for final review and acceptance at the Quarterly
                  Credentials Meeting. Completed credentials packets shall be
                  maintained by the Contractor with a copy retained by the
                  Department.

                  The Contractor shall also provide a certification statement on
                  each individual to the Director of Health Services certifying
                  that the credentials of each individual have been reviewed and
                  that he/she is certified as fully qualified to perform the
                  duties assigned. All credentials must meet or exceed the
                  requirements of Florida Law.

                  The final selection of all staff assigned to provide services
                  under this Contract shall be subject to approval by the
                  Department. Department employees terminated at any time by the
                  Department for cause may not be employed or provide services
                  under the Contract. The Department shall not employ criteria
                  to approve or disapprove the selection of Contract employees
                  that exposes the Contractor or the Department to civil or
                  criminal liability under applicable federal or state civil
                  rights laws, including, but not limited to, those laws
                  establishing or protecting employee rights.

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                                                                  CONTRACT C2297

                  The Contractor shall notify in writing and consult with the
                  Warden or designee and the Director of Health
                  Services-Administration or designee prior to discharging,
                  removing or failing to renew the contracts of, professional
                  staff. A copy of the notification shall be provided by the
                  Contractor to the Contract Manager.

                  Current state employees subsequently hired by the Contractor
                  shall maintain current security clearances and professional
                  credentials.

            6.    Staff Conduct

                  The Contractor's staff on-site shall adhere to the standards
                  of conduct prescribed in Chapter 33-208, Florida
                  Administrative Code, and as prescribed in the Department's
                  personnel policy and procedure guidelines, particularly rules
                  of conduct, employee uniform and clothing requirements (as
                  applicable), security procedures, and any other applicable
                  rules, regulations, policies and procedures of the Department.
                  The Contractor's staff shall be subject to and shall comply
                  with all security regulations and procedures of the Department
                  and the institution. Violation of regulations may result in
                  the employee or individual being denied access to the
                  institution. In this event, the Contractor shall provide
                  alternate personnel to supply services described herein,
                  subject to Department approval.

                  In addition, the Contractor shall ensure that all staff
                  adheres to the following requirements:

                  The Contractor's staff shall not display favoritism to, or
                  preferential treatment of, one inmate or group of inmates over
                  another.

                  The Contractor's staff shall not deal with any inmate except
                  in a relationship that supports services under this Contract.
                  Specifically, staff members must never accept for themselves
                  or any member of their family, any personal (tangible or
                  intangible) gift, favor, or service from an inmate or an
                  inmate's family or close associate, no matter how trivial the
                  gift or service may seem. The Contractor shall report to the
                  Contract Manager any violations or attempted violation of
                  these restrictions. In addition, no staff member shall give
                  any gifts, favors or services to inmates, their family or
                  close associates.

                  The Contractor's staff shall not enter into any business
                  relationship with inmates or their families (example -
                  selling, buying or trading personal property), or personally
                  employ them in any capacity.

                  The Contractor's staff shall not have outside contact (other
                  than incidental contact) with an inmate being served or their
                  family or close associates, except for those activities that
                  are to be rendered under the Contract.

                  The Contractor's staff shall not engage in any conduct which
                  is criminal in nature or which would bring discredit upon the
                  Contractor or the State. In providing services pursuant to
                  this Contract, the Contractor shall ensure that its employees
                  avoid both misconduct and the appearance of misconduct.

                  Any violation or attempted violation of the restrictions
                  referred to in this section regarding employee conduct shall
                  be reported by phone and in writing to the Contract Manager or
                  their designee, including proposed action to be taken by the
                  Contractor. Any failure to report a violation or take
                  appropriate disciplinary action against the

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                                                                  CONTRACT C2297

                  offending party or parties shall subject the Contractor to
                  appropriate action, up to and including termination of this
                  Contract.

                  The Contractor shall report any incident described above, or
                  requiring investigation by the Contractor, in writing, to the
                  Contract Manager or their designee within twenty four (24)
                  hours, of the Contractor's knowledge of the incident.

            7.    Staff Background/Criminal Record Checks

                  The Contractor's staff assigned to this Contract shall be
                  subject, at the Department's discretion and expense, to a
                  Florida Department of Law Enforcement (FDLE) Florida Crime
                  Information Center/National Crime Information Center
                  (FCIC/NCIC) background/criminal records check. This background
                  check will be conducted by the Department and may occur or
                  re-occur at any time during the Contract period. The
                  Department has full discretion to require the Contractor to
                  disqualify, prevent, or remove any staff from any work under
                  the Contract. The Department is under no obligation to inform
                  the Contractor of the records check findings or the criteria
                  for disqualification or removal. In order to carry out this
                  records check, the Contractor shall provide, upon request, the
                  following data for any individual Contractor or
                  subcontractor's staff assigned to the Contract: Full Name,
                  Race, Gender, Date of Birth, Social Security Number, Driver's
                  License Number and State of Issue. Upon request of the
                  Department, the Contractor's staff shall submit to
                  fingerprinting by the Department of Corrections for submission
                  to the Federal Bureau of Investigation (FBI). The Contractor
                  shall not consider new employees to be on permanent status
                  until a favorable report is received by the Department from
                  the FBI.

                  The Contractor shall ensure that the Contract Manager or
                  designee is provided the information needed to have the
                  NCIC/FCIC background check conducted prior to any new
                  Contractor staff being hired or assigned to work under the
                  Contract. The Contractor shall not employ any individual or
                  assign any individual to work under the Contract, who has not
                  had an NCIC/FCIC background check conducted.

                  No person who has been barred from any Department work release
                  center or other facility shall provide services under this
                  Contract at another Department facility.

                  The Contractor shall not permit any individual to provide
                  services under this Contract who is under supervision or
                  jurisdiction of any parole, probation or correctional
                  authority. The objective of this provision is to ensure that
                  no employee of the Contractor, under any such legal
                  constraint, has contact with or access to any records of
                  Department of Corrections' inmates sentenced to sites included
                  under this Contract.

                  Note: A felony or first-degree misdemeanor conviction, a plea
                  of guilty or nolo contendere to a felony or first-degree
                  misdemeanor crime, or adjudication of guilt withheld to a
                  felony or first-degree misdemeanor crime does not
                  automatically bar the Contractor from hiring the proposed
                  employee. However, the Department reserves the right to prior
                  approval in such cases. Generally, two (2) years with no
                  criminal history is preferred. The Contractor shall make full
                  written report to the Contract Manager within three (3)
                  calendar days whenever one of their employees has a criminal
                  charge filed against them or arrest or receives a Notice to
                  Appear for violation of any criminal law involving a
                  misdemeanor or felony, or ordinance except minor violations
                  for which the fine or bond forfeiture is $200 or less or has
                  knowledge of any violation of the law rules, directives or
                  procedures of the Department.

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                                                                  CONTRACT C2297

            8.    Contractor Staff Training and Education

                  The Contractor is responsible for ensuring that all healthcare
                  staff is provided the following training: (Note: The
                  Contractor is not required to duplicate training for employees
                  previously (within the last year) employed by the Department.)

                  a.    Orientation and appropriate training regarding on-site
                        security and medical practices at each institution.
                        Additionally, the CHO shall receive the same orientation
                        training given to other CHOs by the Office of Health
                        Services.

                  b.    One-time mandatory training (as prescribed for all
                        Department employees), including forty (40) hours of
                        orientation training. The provision of this training
                        will be the responsibility of the applicable
                        institution. The Contractor will ensure all healthcare
                        employees receive this training.

                  c.    Annual in-service training (as prescribed for all
                        Department employees). All full-time health staff shall
                        receive forty (40) hours of in-service training per year
                        with the exception of clerical, who shall receive twenty
                        (20) hours. This training must include the Mandatory
                        Skills Maintenance Training prescribed by the Department
                        that is appropriate to the respective position class.
                        Selected topics that require staff training shall be
                        identified on an on-going basis through the Office of
                        Health Services, Clinical Quality Management Program.

                  d.    Additionally, the Contractor shall ensure that all staff
                        performing services under the Contract at institutional
                        sites is trained in the following areas:

                        1)    Cardiopulmonary Resuscitation (CPR);

                        2)    First aid;

                        3)    Response to medical emergency or disaster;

                        4)    Recognizing signs and symptoms of mental disorders
                              or chemical dependency;

                        5)    HIV/AIDS;

                        6)    Suicide prevention;

                        7)    Additional topics as required and approved by the
                              Department's Director of Health Services; and

                        8)    Prison Rape Elimination Act (PREA)

      Z.    Information Technology

            1.    Information Technology (IT) Systems and Equipment

                  The Contractor will use the Department's existing information
                  systems to collect, store and report on daily Health Services'
                  operations. This includes, but is not limited to, entering
                  data, monitoring reports and screens and auditing data for
                  accuracy to keep current the Offender Based Information System
                  (OBIS) - Health Services (HS) component, plus any other
                  department system or component developed for Health Services
                  or any department system or component deemed necessary for
                  Health Services operations. Any changes required to the
                  Department's existing system to maintain the Contractor's
                  operational interfaces, usability and data sharing must be
                  approved by the Department, made by Department staff and paid
                  for by the Contractor.

                  Should the Contractor wish to use a system that is different
                  from systems provided by the Department, the system, its
                  technical environment, the data required and collected,

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                                                                  CONTRACT C2297

                  and its use must be approved, at the sole discretion of the
                  Department, by the Department's Office of Health Services and
                  the Office of Information Technology. Such system must be
                  compatible with current Department and State Technology Office
                  information technology software and security architectural
                  standards. Any such system may also be required by the
                  Department to be used by its other partners in providing
                  health services and to facilitate this application sharing may
                  require that the solution actually be installed on Department
                  computers. Any new system will be subject to management
                  control by the Department.

                  The Contractor shall utilize and maintain the Department's
                  basic component of Information Technology (IT) equipment (as
                  used herein, the term "equipment" does not include software)
                  available at each institution. If the Contractor determines
                  the need for additional or updated equipment to ensure
                  Contract compliance, other than as a result of the
                  Department's expansion of programs or due to population
                  increases, such equipment shall be the responsibility and
                  shall be provided at the expense, of the Contractor. All
                  equipment is to be compatible with current State Technology
                  Office information technology hardware/software architectural
                  standards. Any additional IT equipment required by the
                  Department will be the responsibility of and provided at the
                  expense of the Department.

            2.    OBIS System Use and Training

                  The Contractor will make available appropriate personnel for
                  training in the Health Services' component of the Offender
                  Based Information System (OBIS-HS). Training will be provided
                  by the Department and will be conducted in Olustee, Florida or
                  at each institution, if possible. Personnel required to attend
                  include the Data Entry Operators and any personnel entering or
                  assessing data in the OBIS-HS system. The Contractor is
                  responsible for payment of travel expenses for its employees.
                  The Contractor shall ensure that sufficient employees from
                  each institution complete this training within the first
                  ninety (90) days of the Contract. Failure of the Contractor to
                  provide sufficient personnel for training is not an acceptable
                  reason for not maintaining OBIS information current and as
                  noted earlier such failure shall be deemed breach of Contract.

      AA.   Reporting Requirements

            1.    COST REPORT: The Contractor shall provide to the Contract
                  Manager and the Director of Health Services, Administration,
                  quarterly (calendar year), no less than fifteen business days
                  after the end of each contract quarter, a report of its
                  operating costs for each institution. These cost reports
                  should be submitted in a format approved by the Contract
                  Manager. Any changes made to this format by the Department
                  during the term of the contract shall also be made by the
                  Contractor.

            2.    QUALITY MANAGEMENT REPORTS: The Contractor shall ensure all
                  Clinical Quality Management Reports as further described in
                  Quality Management Technical Instruction series, including
                  Infectious Disease and Mortality Review reporting, are
                  properly completed and submitted as directed in the respective
                  Technical Instruction, to the Contract Manager and Quality
                  Management section in Central Office-Office of Health
                  Services.

            3.    PHARMACY SERVICES REPORTS: The following reports shall be
                  submitted to the Department's Director of Pharmacy Services by
                  the 10th day of the month, following each month of service,
                  with a copy to the Contract Manager.

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                                                                  CONTRACT C2297

                  a.    MONTHLY MEDICATION SUMMARY REPORT: The Contractor will
                        provide a monthly medication summary report that
                        includes but is not limited to, the following monthly
                        data:

                        1)    top 200 medications issued;

                        2)    total number of mental health prescriptions issued
                              along with total cost of mental health medications
                              (includes stock issued);

                        3)    total number of HIV/AIDS prescriptions issued
                              along with total cost of HIV/AIDS medications
                              issued (includes stock issued);

                        4)    total number of Hepatitis and Tuberculosis
                              prescriptions issued and the total cost of the
                              Hepatitis and Tuberculosis medications (includes
                              stock issued);

                        5)    total number of prescriptions issued and the total
                              cost of all medications issued; and

                        6)    number of medication errors and a summary report
                              of those errors.

                  b.    MONTHLY NON-FORMULARY MEDICATION REPORT: The Contractor
                        will provide a monthly summary report of all
                        non-formulary medications issued for the month,
                        including but not limited to, the following monthly
                        data:

                        1)    name of non-formulary medication;

                        2)    prescribing practitioner;

                        3)    cost of non-formulary medication; and

                        4)    prescribing diagnosis.

                  c.    MONTHLY MEDICATION COMPARISON REPORT: The Contractor
                        shall provide a separate monthly report indicating the
                        percentage of non-formulary prescriptions issued for the
                        month compared to the total number of prescriptions
                        issued.

                  d.    ADDITIONAL PHARMACY REPORTING: Upon request of the
                        Department, the Contractor shall provide other reports
                        on medications issued and/or drug utilization. These
                        will generally be requested in regard to Department-wide
                        medication audits or legislative requests for
                        information. The report format shall be in EXCEL, and
                        the completed reports shall be sent to the Contract
                        Manager and the Department's Director of Pharmacy
                        Services.

            4.    The Contractor shall comply with applicable continuing
                  requirements as determined by the Director of Health Services,
                  Administration for reports to and from the Department,
                  Correctional Medical Authority and the Healthcare Contract
                  Monitor.

            5.    ADDITIONAL/ADHOC REPORTING REQUIREMENTS: The Department
                  reserves the right to require additional reports, adhoc
                  reports, information pertaining to Contract compliance or
                  other reports or information that may be required to respond
                  to grievances, inquiries, complaints and other questions
                  raised by inmates or other parties. The Contractor shall
                  submit the report or information in not less than seventy-two
                  (72) hours after receipt of the request unless such
                  information or report is of a type or quantity that cannot
                  reasonably be gathered in this time period, in which case, the
                  Contractor shall be given a reasonable period of time to
                  provide such information or report. When time is of the
                  essence, the Contractor will make every effort to answer the
                  request as soon as possible so that the Department can respond
                  to the authority or party making the request.

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      BB.   Quality Assurance Program

            The Contractor shall provide a Quality Assurance Program that, at a
            minimum, meets the requirements of the Department of Corrections'
            Office of Health Services' Quality Assurance Program. This program
            will be subject to approval by the Department's Contract Manager.

            The Office of Health Services' Clinical Quality Management Program
            monitors, evaluates, and improves the quality and appropriateness of
            departmental healthcare processes and outcomes. The successful
            bidder will actively participate and fully support the Clinical
            Quality Management Program as described by the Office of Health
            Services in Technical Instruction 15.09.01.

            Technical Instruction 15.09.01 makes specific reference and
            incorporates the technical instructions associated with
            Credentialing, Mortality Review, UM, Risk Management, Peer Review,
            Infection Control, Clinical Quality Assessment, Program Evaluation,
            and Continuing Health Care Provider Education program components.
            The successful bidder acknowledges and accepts that in the future,
            the Office of Health Services from time to time may modify these
            technical instructions to maintain standards of care or meet
            regulatory requirements and further agrees to abide by such
            modifications.

      CC.   Contract Termination Requirements

            Upon the expiration date of the Contract, the Contractor shall
            provide inventories of equipment consistent with the levels and
            types of inventories provided upon Contractor's initial assumption
            of services under the Contract. The Contractor shall also submit a
            plan to the Contract Manager no less than thirty (30) days prior to
            intended contract termination outlining steps for transition of
            service upon contract expiration or in the event of contract
            termination. The plan shall set forth the date and time of transfer
            of responsibility by the Contractor to the entity assuming service,
            with a schedule for each institution as well as a transfer plan for
            any inmates in outside hospitals at the time of transition. Failure
            to timely submit the transition plan shall result in forfeiture
            of ten percent (10%) of the final monthly payment.

      DD.   Performance Measures

            The Contractor shall be held accountable for the achievement of
            certain performance measures in successfully delivering medical
            services under this Contract. The following Performance Measure
            categories shall be used to measure Contractor's performance and
            delivery of services:

            1.    Medical Performance Outcomes and Standards;

            2.    Other Contract Requirements.

            A description of each of the Performance Measure categories is
            described below:

            1.    Performance Outcomes and Standards:

                  Listed below are the key Performance Outcomes and Standards,
                  by discipline, deemed most crucial to the success of the
                  overall desired service delivery. The Contractor shall ensure
                  that the stated performance outcome and standard (level of
                  achievement) are met.

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                                                                  CONTRACT C2297

                  PERFORMANCE SHALL BE MEASURED AT EACH INSTITUTIONAL SITE, ON A
                  QUARTERLY BASIS, BEGINNING THE SECOND QUARTER AFTER WHICH
                  SERVICE HAS BEEN IMPLEMENTED.

                  a.    Medical Services:

                        1)    Sick Call

                              a)    OUTCOME: Sick call will be held five days a
                                    week, Monday through Friday, excluding State
                                    holidays, for all inmates.

                                    MEASURE: Sick call log and medical records
                                    reflect sick call held Monday through Friday
                                    every week.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              b)    OUTCOME: All sick call inmates will be
                                    triaged within 24 hours.

                                    MEASURE: Sick call log or request form
                                    indicates that triage is performed within 24
                                    hours.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              c)    OUTCOME: Every inmate's vital signs will be
                                    checked and documented each time they attend
                                    sick call on the appropriate assessment
                                    form.

                                    MEASURE: Medical record reflects vital signs
                                    for each sick call inmate.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five (95) percent
                                    on a quarterly basis.

                              d)    OUTCOME: All Sick call entries are
                                    documented in the medical record utilizing
                                    the SOAPE format.

                                    MEASURE: The medical record will have a
                                    SOAPE entry for each sick call inmate.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              e)    OUTCOME: Referrals from sick call to a
                                    Physician or ARNP are seen within seven (7)
                                    days.

                                    MEASURE: DATE of referral to physician or
                                    ARNP compared to date of sick call.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                        2)    Medical Specialty Consultations

                              a)    OUTCOME: All requests for consultations are
                                    documented on the consultation log, in the
                                    medical record and on the blue consult
                                    sheet.

                                    MEASURE: The consultation log, medical
                                    record and blue consult sheet shall reflect
                                    all contain documentation of the request for
                                    consultation.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              b)    OUTCOME: Consultations are scheduled within
                                    thirty (30) days of the date the request is
                                    initiated.

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                                                                  CONTRACT C2297

                                    MEASURE: Date of consultation in
                                    consultation log as compared to the date
                                    request is initiated.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              c)    OUTCOME: Consultation reports are
                                    followed-up within seven days of receiving
                                    the report.

                                    MEASURE: Date of follow-up as compared to
                                    date of receipt of report.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                        3)    Chronic Illness Clinics

                              a)    OUTCOME: All problems requiring chronic
                                    illness clinic visits are annotated on the
                                    DC Form 4-730 Problem List in accordance
                                    with chronic illness guidelines.

                                    MEASURE: The problem list will reflect
                                    annotation for each chronic illness clinic
                                    an inmate is in.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              b)    OUTCOME: A chronic illness form is completed
                                    for each chronic illness clinic an inmate is
                                    in.

                                    MEASURE: Medical record shall contain
                                    completed chronic illness form for each
                                    clinic inmate is enrolled in.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              c)    OUTCOME: Chronic illness clinics are held as
                                    scheduled.

                                    MEASURE: OBIS chronic illness list will be
                                    compared with the medical record to validate
                                    clinic timeliness.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                        4)    Medical Records

                              a)    OUTCOME: Medical Records are current,
                                    accurate, and chronologically maintained
                                    with all documents filed in the designated
                                    location.

                                    MEASURE: Medical record shall demonstrate
                                    that filing is chronological, properly
                                    located and current

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              b)    OUTCOME: Physician's Orders in the medical
                                    record are taken off daily, annotated with
                                    time, date and name of the person taking
                                    them off.

                                    MEASURE: Comparison of dates/times of
                                    Physician's orders with dates/times they
                                    were taken off.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              c)    OUTCOME: The Medication Administration
                                    Record (MAR) is filed in the chart by the
                                    5th day of the succeeding month and it is
                                    complete in all respects.

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                                                                  CONTRACT C2297

                                    MEASURE: After the fifth (5th) day of the
                                    month, medical record shall contain fully
                                    completed MAR.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis.

                              d)    OUTCOME: Medical record entries will be
                                    legible, complete and the date, time, name
                                    stamp and signature will attest to the
                                    entry.

                                    MEASURE: Medical Records shall reflect
                                    appropriate entries.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                        5)    Practitioners' Prescribing Practices

                              a)    OUTCOME: All prescriptions will be written
                                    in compliance with the Department's drug
                                    formulary or will be accompanied by an
                                    appropriate DER form.

                                    MEASURE: Review of prescriptions to
                                    determine whether written only for
                                    medications on the Department's drug
                                    formulary or pursuant to an approved Drug
                                    Exception Request (DER) that is in the
                                    inmate's record.

                                    STANDARD: Achievement of outcome must meet
                                    one hundred percent (100%) on a quarterly
                                    basis.

                              b)    OUTCOME: All medications will be prescribed
                                    in therapeutic dosage ranges as determined
                                    by the most current editions of Drug Facts
                                    and Comparisons, Physicians' Desk Reference,
                                    or the package insert.

                                    MEASURE: Review of prescriptions for
                                    compliance with therapeutic ranges or if not
                                    within ranges, an approved DER and clinical
                                    rational document shall be in inmate's
                                    medical record.

                                    STANDARD: Achievement of outcome must meet
                                    or exceed ninety-five percent (95%) on a
                                    quarterly basis.

                              c)    OUTCOME: Dosages of medication will not be
                                    changed, increased or decreased contrary to
                                    time frames stated in the package insert
                                    unless the need is clinically documented in
                                    the chart and a DER is approved.

                                    MEASURE: The dosage on package insert will
                                    be compared to the dosage being
                                    administered: If a change (increase or
                                    decrease) in medication dosage is
                                    demonstrated, an approved DER and/or
                                    clinical rational document shall be in
                                    inmate's medical record.

                                    STANDARD: Achievement of outcome must meet
                                    or exceed ninety-five percent (95%) on a
                                    quarterly basis.

                        6)    Logs

                              a)    OUTCOME: All logs will be maintained
                                    complete, current and with all information
                                    required to document and track actions
                                    taken.

                                    MEASURE: Review of the logs and comparison
                                    with OBIS and the medical records to
                                    validate currency, accuracy and necessity of
                                    information.

                                    STANDARD: Achievement of outcome must meet
                                    one hundred percent (100%) on a quarterly
                                    basis.

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                                                                  CONTRACT C2297

                        7)    OBIS

                              a)    OUTCOME: Required entries in OBIS are made
                                    timely, completely and accurately.

                                    MEASURE: OBIS entries shall be compared with
                                    same entries in the medical record.

                                    STANDARD: Achievement of outcome must meet
                                    one hundred percent (100%) on a quarterly
                                    basis.

                        8)    Grievances

                              a)    OUTCOME: Responses to grievances will be
                                    made within required time frames and shall
                                    be complete.

                                    MEASURE: Date of grievance response shall be
                                    compared to date required to be filed.

                                    STANDARD: Achievement of outcome must meet
                                    one hundred percent (100%) on a quarterly
                                    basis.

                              b)    OUTCOME: Upheld grievance appeals will not
                                    exceed one and one/tenth percent (1.1%) of
                                    grievances filed during month.

                                    MEASURE: Review of monthly Department
                                    Grievance report

                                    STANDARD: Achievement of outcome must meet
                                    one hundred percent (100%) on a quarterly
                                    basis.

                        9)    No Shows

                              a)    OUTCOME: 100% of "no shows" will be
                                    followed-up as required by the appropriate
                                    Health Services' Technical Instruction.

                                    MEASURE: Review of documentation in logs,
                                    Medical Record, MARS, Pharmacy Records and
                                    Inmate Refusals.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one hundred percent (100%) on a
                                    quarterly basis

                  b.     Mental Health Services

                        1)    Special House (Close Management)

                              a)    OUTCOME: Inmates who are placed in
                                    confinement status shall receive an initial
                                    mental health interview within 5 days or
                                    less for S-3's and within 30 days or less
                                    for S-2's.

                                    MEASURE: Date of placement in confinement
                                    status compared to date of initial
                                    interview.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                              b)    OUTCOME: Mental Health Staff shall perform
                                    rounds for inmates in confinement status not
                                    less than once a week.

                                    MEASURE: Date mental health staff conducts
                                    rounds must fall at least once every seven
                                    days.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

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                                                                  CONTRACT C2297

                              c)    OUTCOME: Mental Health staff shall complete
                                    a Behavioral Risk Assessment (BRA) on each
                                    Close Management (CM) inmate within 14 days
                                    of CM placement; within 120 days of the
                                    initial assessment, every 180 days
                                    thereafter; and within three (3) workdays of
                                    a critical event.

                                    MEASURE: The date of placement in CM or the
                                    date of critical event compared to date of
                                    BRA completion.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                        2)    Suicide Prevention

                              a)    OUTCOME: Reduce the rate per 100,000 of
                                    inmate deaths by suicide for inmates
                                    receiving mental healthcare.

                                    MEASURE: The rate per 100,000 of inmate
                                    deaths by suicide during each fiscal year.

                                    STANDARD: Suicide deaths for inmates during
                                    first year of the Contract must be equal to
                                    or less than five (5) per 100,000 inmate
                                    deaths by suicide. (Thereafter, the rate of
                                    inmate deaths determined to be the result of
                                    suicide shall not exceed the annual rate of
                                    the previous FY.)

                              b)    OUTCOME: Inmates shall receive follow-up
                                    evaluation of mental health status and
                                    institutional adjustment on the 7th day and
                                    on the 21st day following release from the
                                    Infirmary Management Room (IMR) to General
                                    Population.

                                    MEASURE: Date of discharge from IMR compared
                                    to date follow-up evaluations were
                                    completed.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five (95%) on a
                                    quarterly basis.

                        3)    Infirmary and Inpatient Mental Health

                              a)    OUTCOME: Reduce the Average Length of Stay
                                    (ALOS) per inmate within the CSU setting to
                                    equal to or less than the Department's ALOS
                                    of 1.5 per day per inmate (excluding inmates
                                    awaiting judicial proceeding for involuntary
                                    commitment to a CMHI unit)

                                    MEASURE: The ALOS per day per inmate in the
                                    CSU setting on a fiscal year basis.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five (95%) on a
                                    quarterly basis.

                              b)    OUTCOME: Inmates admitted to the IMR for
                                    mental health reasons shall receive mental
                                    health care daily following admission
                                    (except weekends/holidays).

                                    MEASURE: The date of admission to IMR
                                    compared to dates of daily rounds by
                                    attending physician in the infirmary record.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five (95%) on a
                                    quarterly basis.

                              C)    OUTCOME: Inmate shall receive mental health
                                    care within 72 hours following admission to
                                    a Transitional Care Unit (TCU).

                                    MEASURE: The date of admission to TCU
                                    compared to date of initial appointment with
                                    case manager.

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                                                                  CONTRACT C2297

                                    STANDARD: Achievement of outcome must meet
                                    or exceed ninety-five percent (95%) on a
                                    quarterly basis.

                              d)    OUTCOME: Inmates who evidence an impairment
                                    that is primarily associated with an Axis I
                                    diagnosis and are in need of care that
                                    cannot be provided at the referring
                                    institution, or another CSU shall have a
                                    court-ordered petition initiated for
                                    commitment to a CMHI Unit.

                                    MEASURE: The number of inmates deemed to be
                                    in need of involuntary treatment by a
                                    licensed psychiatrist within the Department
                                    for whom a petition has not been initiated.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                        4)    Reception Centers

                              a)    OUTCOME: All newly committed inmates,
                                    including recidivists, shall receive a
                                    comprehensive mental health screening within
                                    14 calendar days of arrival at the Reception
                                    Center.

                                    MEASURE: The length of time between arrival
                                    at Reception Center and receipt of mental
                                    health screening.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                              b)    OUTCOME: All newly committed inmates who
                                    meet the diagnostic criteria for mental
                                    retardation (i.e., IQ <70, impaired adaptive
                                    behavior [Adaptive Behavior Checklist <35]
                                    and onset before age 18) shall be assigned
                                    an S grade of 2 and designated as impaired.

                                    MEASURE: Review of each inmate's record for
                                    score on the Adaptive Behavior Checklist,
                                    and if criteria is met, verification of
                                    assignment of S grade of 2 and designation
                                    of impairment.

                                    STANDARD: Achievement of outcome must meet
                                    one-hundred percent (100%) on a quarterly
                                    basis.

                        5)    Sex Offender Screenings

                              a)    OUTCOME: Inmates who are serving a sentence
                                    for a sex offense shall be screened within
                                    thirty (30) days of arrival at first
                                    permanent institution to identify those who
                                    suffer from a sexual disorder and are
                                    amenable to treatment.

                                    MEASURE: The date of Sex Offender Screening.

                                    STANDARD: Achievement of outcome must meet
                                    or exceed ninety-five percent (95%) on a
                                    quarterly basis.

                        6)    Informed Consent

                              a)    OUTCOME: Prior to receiving medication for a
                                    psychiatric disorder(s), each inmate shall
                                    give informed consent by signing the
                                    appropriate release form, which shall be
                                    placed in the inmate's health records.

                                    MEASURE: The presence or absence of Informed
                                    Consent Form in the inmate's medical record.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one-hundred percent (100%) on a
                                    quarterly basis.

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                                                                  CONTRACT C2297

                        7)    Psychiatric Restraints

                              a)    OUTCOME: Application of restraints pursuant
                                    to initial order shall not exceed 4 hours.

                                    MEASURE: The length of time inmate is
                                    restrained.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                        8)    Aftercare

                              a)    OUTCOME: An aftercare plan shall be
                                    completed for continuity of care after
                                    expiration of sentence (EOS) for all inmates
                                    with a diagnosis of mental retardation or
                                    psychological grades of S-3 through S-6 no
                                    later than 180 days prior to EOS.

                                    MEASURE: The date that continuity of care
                                    planning was initiated and was added to the
                                    Individualized Service Plan compared to date
                                    of completion of the aftercare plan.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                        9)    Outpatient Mental Health

                              a)    OUTCOME: All inmates, regardless of assigned
                                    S grade, shall be oriented to mental health
                                    services within eight (8) calendar days of
                                    arrival.

                                    MEASURE: The date of written and verbal
                                    orientation to mental health services
                                    compared to date of arrival at new
                                    institution.

                                    STANDARD: Achievement of outcome must meet
                                    or exceed ninety-five percent (95%) on a
                                    quarterly basis.

                              b)    OUTCOME: A case manager shall be assigned
                                    (by the psychology supervisor) to all S-2
                                    and S-3 inmates within 72 hours of arrival
                                    at the new institution.

                                    MEASURE: Date of case manager assignment
                                    compared to date of arrival at new
                                    institution.

                                    STANDARD: Achievement of outcome must meet
                                    or exceed ninety-five percent (95%) on a
                                    quarterly basis.

                              c)    OUTCOME: A psychiatric update shall be
                                    completed for each newly arriving S-3 inmate
                                    by a psychiatrist or psychiatric ARNP within
                                    ten (10) calendar days of arrival at new
                                    institution.

                                    MEASURE: Date of psychiatric update compared
                                    to date of arrival at new institution.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet one-hundred percent (100%) on a
                                    quarterly basis.

                        10)   Practitioner's Prescribing Practices

                              a)    OUTCOME: All prescriptions will be written
                                    in compliance with the Department's drug
                                    formulary or will be accompanied by an
                                    appropriate DER form.

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                                                                  CONTRACT C2297

                                    MEASURE: Review of prescriptions to
                                    determine whether written only for
                                    medications on the Department's drug
                                    formulary or pursuant to an approved Drug
                                    Exception Request (DER) that is in the
                                    inmate's record.

                                    STANDARD: Achievement of outcome must be one
                                    hundred percent (100%) on a quarterly basis.

                              b)    OUTCOME: All medications will be prescribed
                                    in therapeutic dosage ranges as determined
                                    by the most current editions of Drug Facts
                                    and Comparisons, Physicians' Desk Reference,
                                    or the package insert.

                                    MEASURE: Review of prescriptions for
                                    compliance with therapeutic ranges or if not
                                    within ranges, an approved DER and/or
                                    clinical rational document shall be in
                                    inmate's medical record.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                              c)    OUTCOME: Dosages of medication will not be
                                    changed, increased or decreased contrary to
                                    time frames stated in the package insert
                                    unless the need is clinically documented in
                                    the chart and a DER is approved.

                                    MEASURE: The dosage on package insert will
                                    be compared to the dosage being
                                    administered: If a change (increase or
                                    decrease) in medication dosage is
                                    demonstrated, an approved DER and/or
                                    clinical documentation shall be in inmate's
                                    medical record.

                                    STANDARD: Achievement of outcome must meet
                                    or exceed ninety-five percent (95%) on a
                                    quarterly basis.

                  c.    Dental Services

                        1)    Oral Surgery (Except for reception centers)

                              a)    OUTCOME: Oral surgery shall not exceed
                                    eleven percent (11%) of the overall dental
                                    productivity for each institution.

                                    MEASURE: Amount of Oral Surgery procedures
                                    provided as a percentage of overall
                                    dentistry.

                                    STANDARD: Achievement of outcome must meet
                                    or exceed ninety-five percent (95%) on a
                                    quarterly basis.

                        2)    Restorative Dentistry (Except for reception
                              centers)

                              a)    OUTCOME: Restorative Dentistry shall be
                                    equal to or more than sixteen percent (16%)
                                    of the overall dental productivity for each
                                    institution.

                                    MEASURE: Amount of Restorative Dentistry
                                    procedures provided as a percentage of
                                    overall dentistry.

                                    STANDARD: Achievement of outcome must meet
                                    or exceed ninety-five percent (95%) on a
                                    quarterly basis.

                        3)    Wait for Routine Dental Care

                              a)    OUTCOME: Initial wait after request for
                                    routine dental care shall not exceed eight
                                    (8) months for any inmate.

                                    MEASURE: The amount of time between request
                                    for routine dental care and delivery of
                                    routine dental care for all inmates during
                                    the quarter.

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                                                                  CONTRACT C2297

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                        4)    Wait time between Dental Appointments between
                              First Appointment and Follow-Up Appointment

                              a)    OUTCOME: Inmate waiting time between dental
                                    appointments shall not exceed four (4)
                                    months.

                                    MEASURE: The amount of time between initial
                                    appointment and follow-up for all inmates
                                    receiving dental care during the quarter.

                                    CRITICAL STANDARD: Achievement of outcome
                                    must meet or exceed ninety-five percent
                                    (95%) on a quarterly basis.

                        5)    Practitioners' Prescribing Practices

                              a)    OUTCOME: All prescriptions will be written
                                    in compliance with the Department's drug
                                    formulary or will be accompanied by an
                                    appropriate DER form.

                                    MEASURE: Review of prescriptions to
                                    determine whether written only for
                                    medications on the Department's drug
                                    formulary or pursuant to an approved Drug
                                    Exception Request (DER) that is in the
                                    inmate's record.

                                    STANDARD: Achievement of outcome must be one
                                    hundred percent (100%) on a monthly basis.

                  d.    Pharmacy Services

                        1)    OUTCOME: All REGULAR PRESCRIPTION orders shall be
                              filled within twenty-four (24) hours or the next
                              day from time-of-order to time-of-receipt at
                              ordering Department Institution, excluding
                              holidays and weekends.

                              MEASURE: Date-of-order as compared to
                              date-of-receipt.

                              CRITICAL STANDARD: Achievement of outcome must be
                              ninety-eight percent (98%) or better on a
                              quarterly basis.

                        2)    OUTCOME: All prescription orders shall be ONLY
                              filled in compliance with the Department's drug
                              formulary or pursuant to an approved Drug
                              Exception Request (DER).

                              MEASURE: Review of prescriptions to determine
                              whether filled only for medications on the
                              Department's drug formulary or pursuant to an
                              approved Drug Exception Request (DER) that is in
                              the inmate's record.

                              STANDARD: Achievement of outcome must be one
                              hundred percent (100%) on a quarterly basis.

                        3)    OUTCOME: All medications will be filled in
                              therapeutic dosage ranges as determined by the
                              most current editions of Drug Facts and
                              Comparisons, Physicians' Desk Reference, or the
                              package insert or pursuant to an approved DER.

                              MEASURE: Review of prescriptions for compliance
                              with therapeutic ranges or if not within ranges,
                              approved DER shall be in inmate's medical record.

                              STANDARD: Achievement of outcome must meet or
                              exceed ninety-five percent (95%) on a quarterly
                              basis.

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                                                                  CONTRACT C2297

                        4)    OUTCOME: Dosages of medication, unless changed
                              (increased or decreased) contrary to time frames
                              stated in the package insert will not be filled
                              unless the need is clinically documented in the
                              chart and a DER is approved.

                              MEASURE: The dosage on package insert shall be
                              compared to the dosage being administered: If a
                              change (increase or decrease) in medication dosage
                              is demonstrated, an approved DER and/or clinical
                              rational document shall be in inmate's medical
                              record.

                              STANDARD: Achievement of outcome must be one
                              hundred percent (100%) on a quarterly basis.

                  THE CONTRACTOR SHALL ADVISE THE DEPARTMENT, IN WRITING, OF ANY
                  EXTENUATING CIRCUMSTANCES THAT WILL PROHIBIT THE CONTRACTOR
                  FROM MEETING THE ABOVE-OUTLINED PERFORMANCE OUTCOMES AND
                  STANDARDS.

            2.    Other Contract Requirements

                  STANDARD: The Department will monitor the Contractor's
                  performance to determine compliance with other contract
                  requirements at each institutional site, including, but not
                  limited to the following:

                  a.    Compliance with Terms and Conditions of the Contract not
                        involving delivery of services otherwise listed above;
                        and

                  b.    Invoicing and supporting documentation.

                  MEASURE: The Contractor shall achieve 100% compliance after
                  the time frames allowed for corrective action on identified
                  deficiencies. Performance shall be measured on a quarterly
                  basis beginning the ninety-first day after services have been
                  implemented at the institution, except if earlier action is
                  determined necessary by the Contract Manager.

      EE.   Monitoring Methodology

            The Department's Contract Manager and assigned Contract Monitoring
            Team will monitor the Contractor's service delivery AT EACH
            INSTITUTIONAL SITE, to determine if the Contractor has achieved the
            required level of performance for each Performance Outcome and
            Standard identified in Section II., DD., 1., and for additional
            Contract Requirements, including compliance with Contract terms and
            conditions as established on the CONTRACT MONITORING INSTRUMENT
            provided in sample form as EXHIBIT E. (Final Contract Monitoring
            tool to be developed by the Department's Office of Health Services
            in accordance with the requirements outlined in this Contract.)
            PERFORMANCE SHALL BE MEASURED ON A QUARTERLY BASIS BEGINNING THE
            NINETY-FIRST DAY AFTER SERVICES HAVE BEEN IMPLEMENTED. Such
            monitoring may include, but is not limited to, both announced and
            unannounced site visits.

            The Department's Contract Monitoring Team will provide an oral exit
            report at termination of the site visit and a written monitoring
            report to the Contractor within three weeks of the visit.
            Non-compliance issues identified by the Contract Manager and/or
            Contract Monitoring Team will be identified in detail to provide
            opportunity for correction, where feasible.

            Within ten (10) days of receipt of the Department's monitoring
            report, the Contractor shall provide a formal Corrective Action Plan
            (CAP) in response to all noted deficiencies to include responsible
            individuals and required time frames for achieving compliance. The
            Contract Manager and Contract Monitoring Team or other designated
            Department staff

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                                                                  CONTRACT C2297

            members may conduct follow-up monitoring reviews (including site
            visits) at any time to determine compliance based upon the submitted
            CAP.

            During follow-up monitoring, any noted failure by the Contractor to
            correct deficiencies identified in the monitoring report within the
            time frame specified in the CAP may result in application of
            Liquidated Damages as specified in Section II., FF. Repeated
            instances of failure to meet contract compliance or to correct
            deficiencies may result in imposition of liquidated damages,
            determination of Breach of Contract, and/or termination of the
            contract in accordance with Section VI., Termination.

      FF.   Liquidated Damages (General)

            By executing this Contract, the Contractor expressly agrees to the
            imposition of liquidated damages, in addition to all other remedies
            available to the Department by law.

            The Department's Contract Manager will provide written notice to the
            Contractor's Representative of all liquidated damages assessed
            accompanied by detail sufficient for justification of assessment.

            The Contractor shall forward a cashier's check or money order to the
            Contract Manager, payable to the Department in the appropriate
            amount, within ten (10) days of receipt of a written notice of
            demand for damages due, or in the alternative, the Contractor may
            issue a credit in the amount of damages due on the next monthly
            invoice or request the Department to apply the amount of damages due
            against any monies owed the Contractor on the next monthly payment,
            following assessment of damages. Documentation of the amount to be
            imposed shall be included with the invoice if issuing credit.
            Damages not paid within sixty (60) days of receipt of notice will be
            deducted from amounts then due the Contractor.

            1.    Liquidated Damages For Failure to meet Performance Outcomes
                  and Standards:

                  The Contractor hereby acknowledges and agrees that its
                  performance under the Contract must meet the Performance
                  Outcomes and Standards set forth in Section II., DD., 1. If
                  the Contractor fails to meet these Performance Outcomes and
                  Standards, the Department will impose Liquidated Damages in
                  the amount of $2500.00 PER CRITICAL STANDARD, per
                  institutional site, and $1500.00 PER NON-CRITICAL STANDARD per
                  institutional site. Repeated failure to meet either critical
                  or non-critical standards in consecutive months will result in
                  liquidated damages being doubled for each institution failing
                  those standards. The Department may also choose to terminate
                  the contract in the absence of any extenuating or mitigating
                  circumstances. The determination of the existence of
                  extenuating or mitigating circumstances is within the
                  exclusive discretion of the Department. The Department, at its
                  exclusive option, may allow up to a three (3) month "grace
                  period" per institution following implementation of services
                  during which no damages will be imposed for failure to achieve
                  the standards. Monitoring will not usually commence until the
                  ninety-first (91st) day after Contractor assumes the provision
                  of care at an institution.

            2.    Liquidated Damages For Other Contract Requirements

                  For failure to meet other contract requirements, set forth in
                  subsection II., DD. 2., liquidated damages will be imposed,
                  per institutional site, as follows:

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                                                                  CONTRACT C2297

                  a.    Within the first fifteen (15) days after written notice
                        from the Contract Manager or Contract Monitoring Team of
                        deficiency - No imposition of damages if deficiency is
                        corrected within the time frame specified.

                  b.    After fifteen (15) days of initial notice of
                        unsatisfactory service at an institution (without
                        corrective action initiated by the Contractor and if
                        unsatisfactory service continues) liquidated damages in
                        the amount of $1,000 per day for each day or part
                        thereof that the deficiency/issue remains uncorrected
                        shall be imposed.

                  c.    Where the same instance of unsatisfactory service occurs
                        on three or more occasions within a ninety (90) day
                        period, (where the deficiencies have not been corrected
                        as indicated in (a) above), liquidated damages shall be
                        imposed in the amount of $2,000 per each thirty (30) day
                        period the deficiency remained uncorrected.

                  NOTE: THE DEPARTMENT HAS THE DISCRETION TO DETERMINE WHETHER
                  LIQUIDATED DAMAGES WILL BE IMPOSED FOR FAILURE TO MEET OTHER
                  CONTRACT REQUIREMENTS DURING THE INITIAL THREE (3) MONTHS OF
                  OPERATION AT AN INSTITUTIONAL SITE.

            3.    Liquidated Damages For Failure to Maintain ACA Accreditation

                  In order to maintain accreditation with the American
                  Correctional Association, each operational area within each
                  institution must be in compliance with ACA standards. Even
                  where only a single operational area within an institution is
                  found non-compliant with ACA standards, the entire institution
                  will lose its accreditation. Therefore, in the event an
                  institution fails to maintain ACA accreditation due to the
                  non-compliance of the healthcare delivery system, liquidated
                  damages in the amount of $50,000 will be assessed against the
                  Contractor. Full compliance with ACA Standards and
                  reobtainment of accreditation must be reestablished as soon
                  as possible. Liquidated damages shall be assessed per
                  institution and per incident of loss of accreditation.

      GG.   Deliverables

            The following services or service tasks are identified as
            deliverables for the purposes of this Contract:

            1.    Appropriate comprehensive health care services for inmates
                  consisting of:

                  a.    Appropriate medical services for Department inmates in
                        Region IV on a daily basis.

                  b.    Appropriate mental health services for Department
                        inmates in Region IV on a daily basis.

                  c.    Appropriate dental services for Department inmates in
                        Region IV on a daily basis.

                  d.    Appropriate pharmacy services for Department inmates in
                        Region IV on a daily basis.

            2.    Reports as required in Section II., AA., Reporting
                  Requirements.

            3.    Compliance with contract terms and conditions.

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                                                                  CONTRACT C2297

III.  COMPENSATION

      A.    Payment

            This is a fixed price Contract based on a monthly capitation rate.
            The Department will compensate the Contractor for the provision of
            medical services as specified in the Scope of Service. Payment will
            be made on a monthly basis at the capitation rate (unit price) per
            inmate times the average monthly number of inmates. The average
            monthly number of inmates will be determined by the Department's
            official Monthly Average Daily Population (ADP) report which is
            determined by taking the midnight counts on each day totaled for the
            month and divided by the number of days in the month. Payment for
            each facility shall begin at 12:01 a.m. on the implementation date
            contingent upon actual implementation of healthcare service
            delivery.

INITIAL TERM

<TABLE>
<CAPTION>
   CONTRACT YEAR          YEAR 1       YEAR 2      YEAR 3       YEAR 4      YEAR 5
------------------       -------      -------     -------      -------     -------
<S>                      <C>          <C>         <C>          <C>         <C>
  SINGLE INMATE
 PRICE PER MONTH
    (MONTHLY
CAPITATION RATE -
   UNIT PRICE)           $337.41      $348.76     $359.22      $369.99     $381.09
</TABLE>

OPTIONAL RENEWAL YEARS

<TABLE>
<CAPTION>
    CONTRACT YEAR         YEAR 6       YEAR 7      YEAR 8       YEAR 9     YEAR 10
--------------------     -------      -------     -------      -------     -------
<S>                      <C>          <C>         <C>          <C>         <C>
   SINGLE INMATE
       PRICE
PER MONTH (MONTHLY
  CAPITATION RATE -
    UNIT PRICE)          $392.53      $404.30     $416.43      $428.92     $441.79
</TABLE>

            Monthly adjustments will also be made for costs defined as payable
            by the Contractor which have been paid by the Department or costs
            defined as payable by the Department which have been paid by the
            Contractor. Such adjustments will be added or deducted to the
            subsequent monthly payment after reconciliation between the
            Department and the Contractor. The monthly payment may also be
            adjusted based upon imposition of liquidated damages.

            The last payment of the Contract will be withheld until all pending
            adjustments including those provided for in Section II., CC., of
            this Contract, have been determined and reconciled.

      B.    MyFloridaMarketPlace Transaction Fee Exemption

            The State of Florida has instituted MyFloridaMarketPlace, a
            statewide eProcurement System ("System"). Pursuant to section
            287.057(23), Florida Statutes, all payments shall be assessed a
            Transaction Fee of one percent (1.0%), which the Contractor shall
            pay to the State, unless exempt pursuant to 60A-1.032, F.A.C.

            The Department has determined that payments to be made under this
            Contract are not subject to the MyFloridaMarketPlace Transaction Fee
            pursuant to Rule 60A-1. 032,(l)(i),

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                                                                  CONTRACT C2297

            Florida Administrative Code (F.A.C). Form PUR 3777, Notice of
            Transaction Fee Exemption, has been filed by the Department.

      C.    Submission of Invoice(s)

            The Contractor agrees to request compensation on a monthly basis
            through submission to the Department of a single monthly invoice,
            properly completed and submitted electronically, within fifteen (15)
            days following the end of the month for which payment is being
            requested. The invoice shall be accompanied by all required Invoice
            Supporting Documentation. Any adjustments to the invoice must be
            fully explained with documentation.

            The Contractor shall submit invoices pertaining to this Contract to:

            Larry L. Purintun
            Office of Health Services
            Florida Department of Corrections
            2601 Blair Stone Road
            Tallahassee, Florida 32399-2500
            Telephone: (850) 410-4615
            Fax: (850) 922-6015

      D.    Supporting Documentation for Invoice(s)

            Invoices must be submitted in detail sufficient for a proper
            pre-audit and post-audit thereof. INVOICES WILL ONLY BE APPROVED
            AFTER RECEIPT OF THE REQUIRED INVOICE SUPPORTING DOCUMENTATION
            AS DESCRIBED IN SECTION II., AA.

            Services will be considered complete and certified as payable when
            all required monthly reports for the previous month have been
            received. The required monthly reports are those described in
            Section II., AA., 3., a.-d. In the event one or more institutions'
            reports are not received, payment for the average daily population
            (ADP) of those institutions will be withheld until the reports are
            received.

      E.    Electronic Transfer of Funds

            If requested, the Department may expedite payment of all Contractor
            invoices and make payment to the Contractor electronically, in
            accordance with Chapter 215, Florida Statutes. In order to receive
            Electronic Funds Transfers for payments of work performed under this
            Contract, the Contractor must contact the Florida Department of
            Financial Services, Bureau of Accounting, EFT Section. The current
            contacts for the EFT Section at the Department of Financial Services
            are Jack Peterson at (850) 410-9434 or Steve Smith at (850)
            410-9372.

      F.    Official Payee

            The name and address of the official payee to whom payment shall be
            made is as follows:

            Prison Health Services, Inc.
            105 Westpark Drive, Suite 200
            Brentwood, Tennessee 37027

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                                                                  CONTRACT C2297

      G.    Travel Expenses

            The Department shall not be responsible for the payment of any
            travel expense for the Contractor which occurs as a result of this
            Contract.

      H.    Contractor's Expenses

            The Contractor shall pay for all licenses, permits, and inspection
            fees or similar charges required for this Contract, and shall comply
            with all laws, ordinances, regulations, and any other requirements
            applicable to the work to be performed under this Contract.

      I.    Annual Appropriation

            The State of Florida's and the Department's performances and
            obligations to pay for services under this Contract are contingent
            upon an annual appropriation by the Legislature. The costs of
            services paid under any other Contract or from any other source are
            not eligible for reimbursement under this Contract.

      J.    Tax Exemption

            The Department agrees to pay for contracted services according to
            the conditions of this Contract. The State of Florida does not pay
            federal excise taxes and sales tax on direct purchases of services.

      K.    Timeframes for Payment and Interest Penalties

            Contractors providing goods and services to the Department should be
            aware of the following time frames:

            1.    Upon receipt, the Department has five (5) working days to
                  inspect and approve the goods and services and associated
                  invoice, unless the ITB or RFP specifications, or this
                  Contract specifies otherwise. The Department has twenty (20)
                  days to deliver a request for payment (voucher) to the
                  Department of Financial Services. The twenty (20) days are
                  measured from the latter of the date the invoice is received
                  or the goods or services are received, inspected, and
                  approved.

            2.    If a payment is not available within forty (40) days, a
                  separate interest penalty, as specified in Section 215.422,
                  Florida Statutes, will be due and payable, in addition to the
                  invoice amount, to the Contractor. The interest penalty
                  provision applies after a thirty-five (35) day time period to
                  health care contractors, as defined by rule. Interest
                  penalties of less than one (1) dollar will not be enforced
                  unless the Contractor requests payment. Invoices, which have
                  to be returned to a Contractor because of Contractor
                  preparation errors, may cause a delay of the payment. The
                  invoice payment requirements do not start until the Department
                  receives a properly completed invoice.

      L.    Final Invoice

            The Contractor shall submit the final invoice for payment to the
            Department no more than forty-five (45) days after acceptance of the
            final deliverable or the end date of the Contract, by the
            Department. If the Contractor fails to do so, all right to payment
            is forfeited, and the Department will not honor any request
            submitted after aforesaid time period. Any payment

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                                                                  CONTRACT C2297

            due under the terms of this Contract may be withheld until all
            applicable deliverables and invoices have been accepted and approved
            by the Contract Manager.

      M.    Vendor Ombudsman

            A Vendor Ombudsman has been established within the Department of
            Financial Services. The duties of this individual include acting as
            an advocate for vendors who may be experiencing problems in
            obtaining timely payment(s) from a state agency. The Vendor
            Ombudsman may be contacted by calling the Department of Financial
            Services' Toll Free Hotline.

IV.   CONTRACT MANAGEMENT

      The Department has assigned the following named individuals, address and
      phone number as indicated, as Contract Manager and Contract Administrator
      for this Contract.

      A.    Department's Contract Manager

            The Contract Manager for this Contract will be:

            Larry L. Purintun
            Office of Health Services
            Florida Department of Corrections
            2601 Blair Stone Road
            Tallahassee, Florida 32399-2500
            Telephone: (850) 410-4615
            Fax: (850) 922-6015
            Email: purintun.larry@mail.dc.state.fl.us

            The Contract Manager or his designee will perform all Department
            designated monitoring tasks designated in the Scope of Service as
            well as the following functions:

            1.    Serve as the liaison between the Department and the
                  Contractor;

            2.    Verify receipt of deliverables from the Contractor;

            3.    Monitor the Contractor's progress;

            4.    Evaluate the Contractor's performance;

            5.    Direct the Contract Administrator to process all amendments,
                  renewals and terminations of this Contract;

            6.    Review, verify, and approve invoices from the Contractor; and

            7.    Evaluate Contractor performance upon completion of the overall
                  Contract. This evaluation will be placed on file and will be
                  considered if the Contract is subsequently used as a reference
                  in future procurements.

      B.    Department's Contract Administrator

            The Contract Administrator for this Contract will be:

            Lisa M. Bassett, Chief
            Bureau of Procurement & Supply
            Department of Corrections
            2601 Blair Stone Road
            Tallahassee, Florida 32399-2500

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                                                                  CONTRACT C2297

            Telephone: (850) 488-6671
            Fax: (850) 922-5330
            Email: bassett.lisa@nail.dc.state.fl.us

            The Contract Administrator will perform the following functions:

            1.    Maintain the official Contract file;

            2.    Process all Contract amendments, renewals, and termination of
                  the Contract; and

            3.    Maintain the official records of all formal correspondence
                  between the Department and the Contractor.

      C.    Contractor's Representative

            The name, title, address, and telephone number of the Contractor's
            representative responsible for administration and performance under
            this Contract is:

            Rod Holliman, Group Vice President
            Prison Health Services, Inc.
            105 Westpark Drive, Suite 200
            Brentwood, Tennessee 37027
            Telephone: (615) 376-1377
            Fax: (615) 376-1350
            Email: Hollimrh@asgr.com

      D.    Contract Management Changes

            After execution of this Contract, any changes in the information
            contained in Section IV., Contract Management, will be provided to
            the other party in writing and a copy of the written notification
            shall be maintained in the official Contract record.

V.    CONTRACT MODIFICATION

      Modifications to the provisions of this Contract, with the exception of
      Subsection IV., Contract Management, shall be effected only through
      execution of a formal Contract amendment, signed by both parties unless
      otherwise authorized by this Contract.

      A.    Department Required Scope Changes

            During the term of the Contract, the Department may unilaterally
            require, by written notice, changes altering, adding to, or
            deducting from the Contract specifications, provided that such
            changes are within the general scope of the Contract. The Department
            may make an equitable adjustment, (i.e. increase or decrease in
            rate, reimbursement for costs, etc.) if the change affects the cost
            or service delivery. The Contractor will be required to
            expeditiously execute an amendment to effect such changes, which
            execution shall not be unreasonably withheld. The Department shall
            endeavor to provide written notice to the Contractor thirty (30)
            days in advance of any Department-required changes to the technical
            specifications and/or scope of service that affect the Contractor's
            ability to provide the services as specified herein.

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                                                                  CONTRACT C2297

      B.    Other Requested Changes

            In addition to changes pursuant to Section V., A., State or Federal
            laws, rules and regulations or Department, rules and regulations may
            change. Such changes may impact Contractor's service delivery in
            terms of materially increasing or decreasing the Contractor's cost
            of providing services. There is no way to anticipate what those
            changes will be nor is there any way to anticipate the costs
            associated with such changes.

            Either party shall have ninety (90) days from the date such change
            is implemented to request an increase or decrease in compensation or
            the applicant party will be considered to have waived this right.
            Full, written justification with documentation sufficient for audit
            will be required to authorize an increase in compensation. It is
            specifically agreed that any changes to payment will be effective
            the date the changed scope of services is approved, in writing, and
            implemented. The parties agree to work in good faith and in an
            expeditious manner to negotiate and agree in writing to such an
            equitable adjustment to payment.

            If the parties are unable to negotiate an agreed-upon increase or
            decrease in rate or reimbursement, the Assistant Director of Health
            Services, Administration shall determine based upon the changes made
            to the scope of services, what the resultant change in compensation
            should be.

VI.   TERMINATION

      A.    Termination at Will

            This Contract may be terminated by either party upon no less than
            ninety (90) calendar days' notice, without cause, unless a lesser
            time is mutually agreed upon by both parties. Notice shall be
            delivered by certified mail (return receipt requested), by other
            method of delivery whereby an original signature is obtained, or
            in-person with proof of delivery.

      B.    Termination Because of Lack of Funds

            In the event funds to finance this Contract become unavailable, the
            Department may terminate the Contract upon no less than twenty-four
            (24) hours' notice in writing to the Contractor. Notice shall be
            delivered by certified mail (return receipt requested), facsimile,
            by other method of delivery whereby an original signature is
            obtained, or in-person with proof of delivery. The Department shall
            be the final authority as to the availability of funds.

      C.    Termination for Cause

            If a breach of this Contract occurs by the Contractor, the
            Department may, by written notice to the Contractor, terminate this
            Contract upon twenty-four (24) hours' notice. Notice shall be
            delivered by certified mail (return receipt requested), by other
            method of delivery whereby an original signature is obtained, or
            in-person with proof of delivery. If applicable, the Department may
            employ the default provisions in Chapter 60A-1, Florida
            Administrative Code. The provisions herein do not limit the
            Department's right to remedies at law or to damages.

      D.    Termination for Unauthorized Employment

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                                                                  CONTRACT C2297

            Violation of the provisions of Section 274A of the Immigration and
            Nationality Act shall be grounds for unilateral cancellation of this
            Contract.

VII.  CONDITIONS

      A.    Records

            1.    Public Records Law

                  The Contractor agrees to allow the Department and the public
                  access to any documents, papers, letters, or other materials
                  subject to the provisions of Chapters 119 and 945.10, Florida
                  Statutes, made or received by the Contractor in conjunction
                  with this Contract. The Contractor's refusal to comply with
                  this provision shall constitute sufficient cause for
                  termination of this Contract.

            2.    Audit Records

                  a.    The Contractor agrees to maintain books, records, and
                        documents (including electronic storage media) in
                        accordance with generally accepted accounting procedures
                        and practices which sufficiently and properly reflect
                        all revenues and expenditures of funds provided by the
                        Department under this Contract, and agrees to provide a
                        financial and compliance audit to the Department or to
                        the Office of the Auditor General and to ensure that all
                        related party transactions are disclosed to the auditor.

                  b.    The Contractor agrees to include all record-keeping
                        requirements in all subcontracts and assignments related
                        to this Contract.

                  c.    The Contractor shall ensure that a financial and
                        compliance audit is conducted in accordance with the
                        applicable financial and compliance audit requirements
                        as specified in this Contract and Attachment #2, which
                        is incorporated herein as if fully stated.

            3.    Retention of Records

                  The Contractor agrees to retain financial records, supporting
                  documents, statistical records, and any other documents
                  (including electronic storage media) pertaining to this
                  Contract, with the exception of inmate healthcare records, for
                  a period of seven (7) years. (Healthcare records will remain
                  the property of the Department). The Contractor shall maintain
                  complete and accurate record- keeping and documentation as
                  required by the Department and the terms of this Contract.
                  Copies of all records and documents shall be made available
                  for the Department upon request. All invoices and
                  documentation must be clear and legible for audit purposes.
                  For the duration of this Contract, all documents must be
                  retained by the Contractor within the State of Florida, at an
                  address to be provided in writing to the Contract Manager
                  within thirty (30) days of the contract execution. Any records
                  not available at the time of an audit will be deemed
                  unavailable for audit purposes. Violations will be noted and
                  forwarded to the Department's Inspector General for review.
                  All documents must be retained by the Contractor at the
                  Contractor's primary place of business for a period of seven
                  (7) years following termination of this Contract, or, if an
                  audit has been initiated and audit findings have not been
                  resolved at the end of seven (7) years, the records shall be
                  retained until resolution of the audit findings. The
                  Contractor shall cooperate with the Department to facilitate
                  the duplication and transfer of any said records or documents

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                                                                  CONTRACT C2297

                  during the required retention period. The Contractor shall
                  advise the Department of the location of all records
                  pertaining to this Contract and shall notify the Department by
                  certified mail within ten (10) days if/when the records are
                  moved to a new location.

      B.    State Objectives

            Within thirty (30) calendar days following award of this Contract,
            the Contractor shall submit plans addressing each of the State's
            four (4) objectives listed below, to the extent applicable to the
            items/services covered by this solicitation.

            (Note: One Florida Initiative plans and reporting shall be submitted
            to Jane Broyles, MBE Coordinator, Bureau of Procurement and Supply,
            Department of Corrections, 2601 Blair Stone Road, Tallahassee, FL
            32399-2500. All other plans shall be submitted to the Contract
            Manager or designee as specified in this contract.)

            1.    One Florida Initiative

                  Florida is a state rich in its diversity. Governor-Bush's One
                  Florida Initiative is dedicated to fostering the continued
                  development and economic growth of small and minority and
                  women-owned businesses. Central to this initiative is the
                  participation of a diverse group of vendors doing business
                  with the state.

                  To this end, it is vital that minority and women-owned
                  business enterprises participate in the State's procurement
                  process as both prime contractors and subcontractors under
                  prime contracts. Small and minority and women-owned businesses
                  are strongly encouraged to participate.

                  To track the success of the One Florida Initiative, which has
                  achieved substantial gains in extending opportunity to
                  minority- and women-owned businesses, the State of Florida
                  maintains data to establish benchmarks from which to measure
                  supplier diversity in State contracting. Vendors who contract
                  with the state are obligated to provide information related to
                  the use of minority- and women-owned businesses and
                  subcontractors.

                  The Contractor shall submit documentation addressing the
                  Governor's One Florida Initiative and describing the efforts
                  being made to encourage the participation of small and
                  minority and women-owned businesses. Please refer to the
                  Governor's "Equity in Contracting Plan" when preparing this
                  documentation:

                  http://www.oneflorida.orq/myflorida/qovernment/
                  governorinitiatives/one_florida/equity_contracting.html

                  Equity in Contracting documentation should identify any
                  participation by diverse contractors and suppliers as prime
                  contractors, sub-contractors, vendors, resellers,
                  distributors, or such other participation as the parties may
                  agree. Equity in Contracting documentation shall include the
                  timely reporting of spending with certified and other minority
                  business enterprises. Such reports must be submitted at least
                  monthly and include the period covered, the name, minority
                  code and Federal Employer Identification Number of each
                  minority vendor utilized during the period, commodities and
                  services provided by the minority business enterprise, and the
                  amount paid to each minority vendor on behalf of each
                  purchasing agency ordering under the terms of this contract.

            2.    Environmental Considerations

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                                                                  CONTRACT C2297

                  The State supports and encourages initiatives to protect and
                  preserve our environment. If applicable, the Contractor shall
                  submit a plan to support the procurement of products and
                  materials with recycled content, and the intent of Section
                  287.045, Florida Statutes. The Contractor shall also provide a
                  plan for reducing and or handling of any hazardous waste
                  generated by Contractor's company. Reference Rule 62-730.160,
                  Florida Administrative Code. It is a requirement of the
                  Florida Department of Environmental Protection that a
                  generator of hazardous waste materials that exceeds a certain
                  threshold must have a valid and current Hazardous Waste
                  Generator Identification Number. This identification number
                  shall be submitted as part of Contractor's explanation of its
                  company's hazardous waste plan and shall explain in detail its
                  handling and disposal of this waste.

            3.    Products Available from the Blind or Other Handicapped
                  (RESPECT)

                  The State/Department supports and encourages the gainful
                  employment of citizens with disabilities. It is expressly
                  understood and agreed that any articles that are the subject
                  of, or required to carry out, this Contract shall be purchased
                  from a nonprofit agency for the blind or for the severely
                  handicapped that is qualified pursuant to Chapter 413, Florida
                  Statutes, in the same manner and under the same procedures set
                  forth in Section 413.036(1) and (2), Florida Statutes; and for
                  purposes of this contract the person, firm, or other business
                  entity carrying out the provisions of this contract shall be
                  deemed to be substituted for this agency insofar as dealings
                  with such qualified nonprofit agency are concerned."
                  Additional information about the designated nonprofit agency
                  and the products it offers is available at
                  http://www.respectofflorida.org.

                  If applicable, the Contractor shall submit a plan describing
                  how it will address the use of RESPECT.

            4.    Prison Rehabilitative Industries and Diversified Enterprises,
                  Inc. (PRIDE)

                  The State supports and encourages the use of Florida
                  correctional work programs. It is expressly understood and
                  agreed that any articles which are the subject of, or required
                  to carry out, this contract shall be purchased from the
                  corporation identified under Chapter 946, F.S., in the same
                  manner and under the same procedures set forth in Section
                  946.515(2), and (4), F.S.; and for purposes of this contract
                  the person, firm, or other business entity carrying out the
                  provisions of this contract shall be deemed to be substituted
                  for this agency insofar as dealings with such corporation are
                  concerned. Additional information about PRIDE and the products
                  it offers is available at http://www.pridefl.com.

                  If applicable, the Contractor shall submit a plan describing
                  how it will address the use of PRIDE.

      C.    Sponsorship

            If the Contractor is a nongovernmental organization which sponsors a
            program financed partially by State funds, including any funds
            obtained through this Contract, it shall, in publicizing,
            advertising, or describing the sponsorship of the program, state:
            "Sponsored by Prison Health Services, Inc. and the State of Florida,
            Department of Corrections." If the sponsorship reference is in
            written material, the words "State of Florida, Department of
            Corrections" shall appear in the same size letters or type as the
            name of the organization.

      D.    Employment of Department Personnel

                                 Page 96 of 110
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                                                                  CONTRACT C2297

            The Contractor shall not knowingly engage in this project, on a
            full-time, part- time, or other basis during the period of this
            Contract, any current or former employee of the Department where
            such employment conflicts with Section 112.3185, Florida Statutes.

      E.    Non-Discrimination

            No person, on the grounds of race, creed, color, national origin,
            age, gender, marital status or disability, shall be excluded from
            participation in, be denied the proceeds or benefits of, or be
            otherwise subjected to, discrimination in the performance of this
            Contract.

      F.    Americans with Disabilities Act

            The Contractor shall comply with the Americans with Disabilities
            Act. In the event of the Contractor's noncompliance with the
            nondiscrimination clauses, the Americans with Disabilities Act, or
            with any other such rules, regulations, or orders, this Contract may
            be canceled, terminated, or suspended in whole or in part and the
            Contractor may be declared ineligible for further Contracts.

      G.    Indemnification for Contractors Acting as an Agent of the State

            The Contractor shall be liable, and agrees to be liable for, and
            shall indemnify, defend, and hold the Department, its employees,
            agents, officers, heirs, and assignees harmless from any and all
            claims, suits, judgments, or damages including court costs and
            attorney's fees arising out of intentional acts, negligence, or
            omissions by the Contractor, or its employees or agents, in the
            course of the operations of this Contract, including any claims or
            actions brought under Title 42 USC Section 1983, the Civil Rights
            Act, up to the limits of liability set forth in Section 768.28,
            Florida Statutes.

      H.    Contractor's Insurance for Contractors Acting as an Agent of the
            State

            The Contractor warrants that it is and shall remain for the term of
            this Contract, in compliance with the financial responsibility
            requirements of Section 458.320, Florida Statutes, and is not
            entitled to, and shall not claim, any exemption from such
            requirements. The Contractor also warrants that funds held under
            Section 458.320, Florida Statutes, are available to pay claims
            against the State in accordance with Section VII., G.,
            Indemnification for Contractors Acting as an Agent of the State.

            The Contractor agrees to provide adequate liability insurance
            coverage to the extent of liability under Section 768.28, Florida
            Statutes, on a comprehensive basis and to hold such liability
            insurance at all times during the existence of this Contract. Upon
            the execution of this Contract, the Contractor shall furnish the
            Contract Manager written verification supporting such insurance
            coverage. Such coverage may be provided by a self-insurance program
            established and operating under the laws of the State of Florida.
            The Department reserves the right to require additional insurance
            where appropriate.

            If the Contractor is a state agency or subdivision as defined in
            Section 768.28, Florida Statutes, the Contractor shall furnish the
            Department, upon request, written verification of liability
            protection in accordance with Section 768.28, Florida Statutes.
            Nothing herein shall be construed to extend any party's liability
            beyond that provided in Section 768.28, Florida Statutes.

      I.    Contractors Acting as an Agent of the State

                                 Page 97 of 110
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                                                                  CONTRACT C2297

            The parties specifically agree that the Contractor, its agents,
            employees and subcontractors are agents of the State while they are
            providing services under this Contract, and the relationship stated
            in this paragraph is to avail the Contractor, its agents, employees
            and subcontractors of the protections and immunities set forth in
            Section 768.10, Florida Statutes. Accordingly, in the Contractor's
            performance of its duties and responsibilities under this Contract,
            the Contractor shall, at all times, act and perform as an agent of
            the Department, but not as an employee of the Department. The
            Department shall neither have nor exercise any control or direction
            over the methods by which the Contractor shall perform its work and
            functions other than as provided herein. Nothing in this Contract is
            intended to, nor shall be deemed to constitute, a partnership or
            joint venture between the parties.

      J.    Disputes

            Any dispute concerning performance of this Contract shall be
            resolved informally by the Contract Manager. Any dispute that can
            not be resolved informally shall be reduced to writing and delivered
            to the Department's Director of Health Services-Administration. The
            Director of Health Services-Administration shall decide the dispute,
            reduce the decision to writing, and deliver a copy to the
            Contractor, the Contract Manager and the Contract Administrator.

      K.    Copyrights, Right to Data, Patents and Royalties

            Where activities supported by this Contract produce original
            writing, sound recordings, pictorial reproductions, drawings or
            other graphic representation and works of any similar nature, the
            Department has the right to use, duplicate and disclose such
            materials in whole or in part, in any manner, for any purpose
            whatsoever and to have others acting on behalf of the Department to
            do so. If the materials so developed are subject to copyright,
            trademark, or patent, legal title and every right, interest, claim
            or demand of any kind in and to any patent, trademark or copyright,
            or application for the same, will vest in the State of Florida,
            Department of State for the exclusive use and benefit of the State.
            Pursuant to Section 286.021, Florida Statutes, no person, firm or
            corporation, including parties to this Contract, shall be entitled
            to use the copyright, patent, or trademark without the prior written
            consent of the Department of State.

            The Department shall have unlimited rights to use, disclose or
            duplicate, for any purpose whatsoever, all information and data
            developed, derived, documented, or furnished by the Contractor under
            this Contract. All computer programs and other documentation
            produced as part of this Contract shall become the exclusive
            property of the State of Florida, Department of State, with the
            exception of data processing software developed by the Department
            pursuant to Section 119.083, Florida Statutes, and may not be copied
            or removed by any employee of the Contractor without express written
            permission of the Department.

            The Contractor, without exception, shall indemnify and save harmless
            the Department and its employees from liability of any nature or
            kind, including cost and expenses for or on account of any
            copyrighted, patented, or unpatented invention, process, or article
            manufactured or supplied by the Contractor. The Contractor has no
            liability when such claim is solely and exclusively due to the
            combination, operation, or use of any article supplied hereunder
            with equipment or data not supplied by the Contractor or is based
            solely and exclusively upon the Department's alteration of the
            article. The Department will provide prompt written notification of
            a claim of copyright or patent infringement and will afford the
            Contractor full opportunity to defend the action and control the
            defense of such claim.

                                 Page 98 of 110
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                                                                  CONTRACT C2297

            Further, if such a claim is made or is pending, the Contractor may,
            at its option and expense, procure for the Department the right to
            continue use of, replace, or modify the article to render it
            noninfringing. (If none of the alternatives are reasonably
            available, the Department agrees to return the article to the
            Contractor upon its request and receive reimbursement, fees and
            costs, if any, as may be determined by a court of competent
            jurisdiction.) If the Contractor uses any design, device, or
            materials covered by letter, patent or copyright, it is mutually
            agreed and understood without exception that the Contract prices
            shall include all royalties or costs arising from the use of such
            design, device, or materials in any way involved in the work to be
            performed hereunder.

      L.    Subcontracts

            The Contractor is fully responsible for all work performed under
            this Contract. The Contractor may, upon receiving written consent
            from the Department's Contract Manager, enter into written
            subcontract(s) for performance of certain of its functions under
            this Contract. No subcontract, which the Contractor enters into with
            respect to performance of any of its functions under this Contract,
            shall in any way relieve the Contractor of any responsibility for
            the performance of its duties. All payments to subcontractors shall
            be made by the Contractor.

            If a subcontractor is utilized by the Contractor, the Contractor
            shall pay the subcontractor within seven (7) working days after
            receipt of full or partial payments from the Department, in
            accordance with Section 287.0585, Florida Statutes, unless the
            contract between the Contractor and a Subcontractor provides
            otherwise, as permitted by Section 287.0585(b), Florida Statues. It
            is understood and agreed that the Department shall not be liable to
            any subcontractor for any expenses or liabilities incurred under the
            subcontract and that the Contractor shall be solely liable to the
            subcontractor for all expenses and liabilities under this Contract.
            Failure by the Contractor to pay the subcontractor within seven (7)
            working days, or in accordance with the contract between the
            Contractor and the Subcontractor, whichever is later, will result in
            a penalty to be paid by the Contractor to the subcontractor in the
            amount of one-half (1/2) of one percent (1%) of the amount due per
            day from the expiration of the period allowed herein for payment.
            Such penalty shall be in addition to actual payments owed and shall
            not exceed fifteen percent (15%) of the outstanding balance due.

      M.    Assignment

            The Contractor shall not assign its responsibilities or interests
            under this Contract to another party without prior written approval
            of the Department's Contract Manager. The Department shall, at all
            times, be entitled to assign or transfer its rights, duties and
            obligations under this Contract to another governmental agency of
            the State of Florida upon giving written notice to the Contractor.

      N.    Force Majeure

            Neither party shall be liable for loss or damage suffered as a
            result of any delay or failure in performance under this Contract or
            interruption of performance resulting directly or indirectly from
            acts of God, accidents, fire, explosions, earthquakes, floods,
            water, wind, lightning, civil or military authority, acts of public
            enemy, war, riots, civil disturbances, insurrections, strikes, or
            labor disputes.

      O.    Substitution of Key Personnel

                                 Page 99 of 110
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                                                                  CONTRACT C2297

            In the event the Contractor desires to substitute any key personnel,
            either permanently or temporarily, the Department shall have the
            right to approve or disapprove the desired personnel change in
            advance in writing.

      P.    Severability

            The invalidity or unenforceability of any particular provision of
            this Contract shall not affect the other provisions hereof and this
            Contract shall be construed in all respects as if such invalid or
            unenforceable provision was omitted, so long as the material
            purposes of this Contract can still be determined and effectuated.

      Q.    Use of Funds for Lobbying Prohibited

            The Contractor agrees to comply with the provisions of Section
            216.347, Florida Statutes, which prohibits the expenditure of State
            funds for the purposes of lobbying the Legislature, the Judicial
            branch, or a State agency.

      R.    Verbal Instructions

            No negotiations, decisions, or actions shall be initiated or
            executed by the Contractor as a result of any discussions with any
            Department employee. Only those communications that are in writing
            from the Department's staff identified in Section II., D.,
            Communications and Section IV., Contract Management, of this
            Contract shall be considered a duly authorized expression on behalf
            of the Department. Only communications from the Contractor's
            representative identified in Section IV., C., which are in writing
            and signed, will be recognized by the Department as duly authorized
            expressions on behalf of the Contractor.

      S.    Conflict of Interest

            The Contractor shall not compensate in any manner, directly or
            indirectly, any officer, agent or employee of the Department for any
            act or service that he/she may do, or perform for, or on behalf of,
            any officer, agent, or employee of the Contractor. No officer,
            agent, or employee of the Department shall have any interest,
            directly or indirectly, in any contract or purchase made, or
            authorized to be made, by anyone for, or on behalf of, the
            Department.

            The Contractor shall have no interest and shall not acquire any
            interest that shall conflict in any manner or degree with the
            performance of the services required under this Contract.

      T.    State Licensing Requirements

            All entities defined under Chapters 607, 617 or 620, Florida
            Statutes, seeking to do business with the Department, shall be on
            file and in good standing with the Florida Department of State.

      U.    MyFloridaMarketPlace Vendor Registration

            All vendors that have not re-registered with the State of Florida
            since March 31, 2003, shall go to
            http://vendor.myfloridamarketplace.com/ to complete on-line
            registration, or call 1-866-352-3776 for assisted registration.

      V.    Public Entity Crimes Information Statement

                                Page 100 of 110
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                                                                  CONTRACT C2297

            A person or affiliate who has been placed on the Convicted Vendor
            List following a conviction for a public entity crime may not submit
            a bid or proposal to provide any goods or services to a public
            entity, may not submit a bid or proposal to a public entity for the
            construction or repair of a public building or public work, may not
            submit bids or proposals for leases of real property to a public
            entity, may not be awarded or perform work as a Contractor,
            supplier, subcontractor, or consultant under a Contract with any
            public entity, and may not transact business with any public entity
            in excess of the threshold amount provided in Section 287.017,
            Florida Statutes, for Category Two for a period of thirty-six (36)
            months from the date of being placed on the Convicted Vendor List.

      W.    Discriminatory Vendors List

            An entity or affiliate who has been placed on the Discriminatory
            Vendors List may not submit a bid or proposal to provide goods or
            services to a public entity, may not be awarded a contract or
            perform work as a Contractor, supplier, subcontractor or consultant
            under contract with any public entity and may not transact business
            with any public entity.

      X.    Governing Law and Venue

            This Contract is executed and entered into in the State of Florida,
            and shall be construed, performed and enforced in all respects in
            accordance with the laws, rules and regulations of the State of
            Florida. Any action hereon or in connection herewith shall be
            brought in Leon County, Florida.

      Y.    No Third Party Beneficiaries

            Except as otherwise expressly provided herein, neither this
            Contract, nor any amendment, addendum or exhibit attached hereto,
            nor term, provision or clause contained therein, shall be construed
            as being for the benefit of, or providing a benefit to, any party
            not a signatory hereto.

      Z.    Health Insurance Portability and Accountability Act

            The Contractor shall comply with the Health Insurance Portability
            and Accountability Act of 1996 (42 U. S. C. 1320d-8), and all
            applicable regulations promulgated there under. Such compliance
            shall be required by the execution of Attachment #1, Business
            Associate Agreement for HIPAA, which is incorporated herein as if
            fully stated.

      AA.   Reservation of Rights

            The Department reserves the exclusive right to make certain
            determinations regarding the service requirements outlined in the
            Contract. The absence of the Department setting forth a specific
            reservation of rights does not mean that any provision regarding the
            services to be performed under this Contract are subject to mutual
            agreement. The Department reserves the right to make any and all
            determinations exclusively which it deems are necessary to protect
            the best interests of the State of Florida and the health, safety
            and welfare of the Department's inmates and of the general public
            which is served by the Department, either directly or indirectly,
            through these services.

      BB.   Cooperative Purchasing

                                Page 101 of 110
<PAGE>

                                                                  CONTRACT C2297

            As provided in Section 287.042(16)(a), Florida Statutes, other State
            agencies may purchase from this Contract, provided that the
            Department of Management Services has determined that the Contract's
            use is cost effective and in the best interest of the State. Upon
            such approval, the Contractor may, at its discretion, sell these
            commodities or services to additional agencies, upon the terms and
            conditions contained herein. In addition, other political
            subdivisions may also purchase from this Contract at the discretion
            of the Contractor. Entities purchasing from this Contract assume and
            bear complete responsibility with regard to performance of any
            contractual obligation or term.

      CC.   Performance Guarantee

            The Contractor shall furnish the Department with a Performance
            Guarantee in the amount of one million dollars ($1,000,000.00) that
            shall be in effect for a time frame equal to the term of the
            contract. The form of the guarantee shall be a bond, cashier's
            check, or money order made payable to the Department. The guarantee
            shall be furnished to the Contract Manager within thirty (30) days
            after execution of this Contract. No payments shall be made to the
            Contractor until the guarantee is in place and approved by the
            Department in writing. Upon renewal of this Contract, the Contractor
            shall provide proof that the performance guarantee has been renewed
            for the term of the Contract renewal.

            Based upon Contractor performance after the initial year of the
            Contract, the Department may, at the Department's sole discretion,
            reduce the amount of the bond for any single year of the contract or
            for the remaining contract period, including the renewal.

      DD.   Convicted Felons Certification

            No personnel assigned to this Contract may be a convicted felon or
            have relatives either confined by or under supervision of the
            Department.

                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

                                Page 102 of 110
<PAGE>

                                                                  CONTRACT C2297

Waiver of breach of any provision of this Contract shall not be deemed to be a
waiver of any other breach and shall not be construed to be a modification of
the terms of this Contract.

This Contract, and any attachments or exhibits if included, ITB# 05-DC-7666, and
the Contractor's response to the ITB, contain all the terms and conditions
agreed upon by the parties. In the event of any conflict in language among these
documents, this Department's contract document will govern.

IN WITNESS THEREOF, the parties hereto have caused this Contract to be executed
by their undersigned officials as duly authorized.

CONTRACTOR:
PRISON HEALTH SERVICES, INC.

SIGNED
BY:      /s/ Michael Catalano               APPROVED AS TO FORM
         ----------------------                by LEGAL DEPT.
NAME:    Michael Catalano                     /s/ jsk 12-29-05
                                            -------------------

TITLE:  Chairman & President

DATE:   12-29-05

FEID#:  23-2108853

DEPARTMENT OF CORRECTIONS

SIGNED                                      SIGNED
BY:   /s/ James V. Crosby, Jr.              BY: /s/ Louis A. Vargas
      -------------------------                 ---------------------
NAME:  JAMES V. CROSBY, JR.                 NAME:  LOUIS A. VARGAS

TITLE: SECRETARY                            TITLE: GENERAL COUNSEL
       DEPARTMENT OF CORRECTIONS                   DEPARTMENT OF CORRECTIONS

DATE: 12-30-05                              DATE: 12-30-05

                                Page 103 of 110
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                                                                  CONTRACT C2297

                                                                   ATTACHMENT #1

                          BUSINESS ASSOCIATE AGREEMENT

This Agreement supplements and is made a part of the contract between the
Florida Department of Corrections ("Department") and Prison Health Services,
Inc. ("Contractor"), (individually, a "Party" and collectively referred to as
"Parties").

Whereas, the Department creates or maintains, or has authorized the Contractor
to receive, create, or maintain certain Protected Health Information ("PHI,") as
that term is defined in 45 C.F.R. Section 164.501 and that is subject to
protection under the Health Insurance Portability and Accountability Act of
1996, as amended. ("HIPAA");

Whereas, the Department is a "Covered Entity" as that term is defined in the
HIPAA implementing regulations, 45 C.F.R. Part 160 and Part 164, Subparts A, C,
and E, the Standards for Privacy of Individually Identifiable Health Information
("Privacy Rule") and the Security Standards for the Protection of Electronic
Protected Health Information ("Security Rule");

Whereas, the Contractor may have access to Protected Health Information in
fulfilling its responsibilities under its contract with the Department;

Whereas, the Contractor is considered to be a "Business Associate" of Covered
Entity as defined in the Privacy Rule;

Whereas, pursuant to the Privacy Rule, all Business Associates of Covered
Entities must agree in writing to certain mandatory provisions regarding the use
and disclosure of PHI; and

Whereas, the purpose of this Agreement is to comply with the requirements of the
Privacy Rule, including, but not limited to, the Business Associate contract
requirements of 45 C.F.R. Section 164.504(e).

Now, therefore, in consideration of the mutual promises and covenants contained
herein, the Parties agree as follows:

1.    DEFINITIONS

      Unless otherwise provided in this Agreement, any and all capitalized terms
      have the same meanings as set forth in the HIPAA Privacy Rule. Contractor
      acknowledges and agrees that all Protected Health Information that is
      created or received by the Department and disclosed or made available in
      any form, including paper record, oral communication, audio recording, and
      electronic display by the Department or its operating units to Contractor
      or is created or received by Contractor on the Department's behalf shall
      be subject to this Agreement.

2.    CONFIDENTIALITY REQUIREMENTS

      A.    Contractor agrees to use and disclose Protected Health Information
            that is disclosed to it by the Department solely for meeting its
            obligations under its agreements with the Department, in accordance
            with the terms of this agreement, the Department's established
            policies rules, procedures and requirements, or as required by law,
            rule or regulation.

      B.    In addition to any other uses and/or disclosures permitted or
            authorized by this Agreement or required by law, Contractor may use
            and disclose Protected Health Information as follows:

            (1)   if necessary for the proper management and administration of
                  the Contractor and to carry out the legal responsibilities of
                  the Contractor, provided that any such disclosure is required
                  by law or that Contractor obtains reasonable assurances from
                  the person to whom the information is disclosed that it will
                  be held confidentially and used or further disclosed only as
                  required by law or for the purpose for which it

                                Page 104 of 110
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                                                                  CONTRACT C2297

                                                                   ATTACHMENT #1

                  was disclosed to the person, and the person notifies
                  Contractor of any instances of which it is aware in which the
                  confidentiality of the information has been breached;

            (2)   for data aggregation services, only if to be provided by
                  Contractor for the healthcare operations of the Department
                  pursuant to any and all agreements between the Parties. For
                  purposes of this Agreement, data aggregation services means
                  the combining of protected health information by Contractor
                  with the protected health information received by Contractor
                  in its capacity as a Contractor of another covered entity, to
                  permit data analyses that relate to the healthcare operations
                  of the respective covered entities.

      C.    Contractor will implement appropriate safeguards to prevent use or
            disclosure of Protected Health Information other than as permitted
            in this Agreement. Further, Contractor shall implement
            administrative, physical, and technical safeguards that reasonably
            and appropriately protect the confidentiality, integrity, and
            availability of Electronic Protected Health Information that it
            creates, receives, maintains, or transmits on behalf of the
            Department. The Secretary of Health and Human Services and the
            Department shall have the right to audit Contractor's records and
            practices related to use and disclosure of Protected Health
            Information to ensure the Department's compliance with the terms of
            the HIPAA Privacy Rule. Contractor shall report to Department any
            use or disclosure of Protected Health Information, which is not in
            compliance with the terms of this Agreement as well as any Security
            incident of which it becomes aware. Contractor agrees to notify the
            Department, and include a copy of any complaint related to use,
            disclosure, or requests of Protected Health Information that the
            Contractor receives directly and use best efforts to assist the
            Department in investigating and resolving such complaints. In
            addition, Contractor agrees to mitigate, to the extent practicable,
            any harmful effect that is known to Contractor of a use or
            disclosure of Protected Health Information by Contractor in
            violation of the requirements of this Agreement.

      D.    Contractor will ensure that its agents, including a subcontractor,
            to whom it provides Protected Health Information received from, or
            created by Contractor on behalf of the Department, agree to the same
            restrictions and conditions that apply to Contractor, and apply
            reasonable and appropriate safeguards to protect such information.
            Contractor agrees to designate an appropriate individual (by title
            or name) to ensure the obligations of this agreement are met and to
            respond to issues and requests related to Protected Health
            Information. In addition, Contractor agrees to take other reasonable
            steps to ensure that its employees' actions or omissions do not
            cause Contractor to breach the terms of this Agreement.

      E.    Contractor agrees to make available Protected Health Information so
            that the Department may comply with individual rights to access in
            accordance with Section 164.524 of the HIPAA Privacy Rule.
            Contractor agrees to make Protected Health Information available for
            amendment and incorporate any amendments to Protected Health
            Information in accordance with the requirements of Section 164.526
            of the HIPAA Privacy Rule. In addition, Contractor agrees to record
            disclosures and such other information necessary, and make such
            information available, for purposes of the Department providing an
            accounting of disclosures, to the extent required by Section 164.528
            of the HIPAA Privacy Rule.

      F.    The Contractor agrees, when requesting Protected Health Information
            to fulfill its contractual obligations or on the Department's
            behalf, and when using and disclosing Protected Health Information
            as permitted in this contract, that the Contractor will request,
            use, or disclose only the minimum necessary in order to accomplish
            the intended purpose.

                                Page 105 of 110
<PAGE>

                                                                  CONTRACT C2297

                                                                   ATTACHMENT #1

      G.    The Contractor agrees to defend and hold harmless the Department
            against any action or liability or damages arising out of or related
            to the Contractor's breach of its obligations under this agreement.

3.    OBLIGATIONS OF DEPARTMENT

      A.    The Department will make available to the Business Associate the
            notice of privacy practices (applicable to offenders under
            supervision, not to inmates) that the Department produces in
            accordance with 45 CFR 164.520, as well as any material changes to
            such notice.

      B.    The Department shall provide Business Associate with any changes in,
            or revocation of, permission by an Individual to use or disclose
            Protected Health Information, if such changes affect Business
            Associate's permitted or required uses and disclosures.

      C.    The Department shall notify Business Associate of any restriction to
            the use or disclosure of Protected Health Information that impacts
            the business associate's use or disclosure and that the Department
            has agreed to in accordance with 45 CFR 164.522.

4.    TERMINATION

      A.    Termination for Breach - The Department may terminate this Agreement
            if the Department determines that Contractor has breached a material
            term of this Agreement. Alternatively, the Department may choose to
            provide Contractor with notice of the existence of an alleged
            material breach and afford Contractor an opportunity to cure the
            alleged material breach. In the event Contractor fails to cure the
            breach to the satisfaction of the Department, the Department may
            immediately thereafter terminate this Agreement.

      B.    Automatic Termination - This Agreement will automatically terminate
            upon the termination or expiration of the original contract between
            the Department and the Contractor.

      C.    Effect of Termination

            (1)   Termination of this agreement will result in termination of
                  the associated contract between the Department and the
                  Contractor.

            (2)   Upon termination of this Agreement or the contract, Contractor
                  will return or destroy all PHI received from the Department or
                  created or received by Contractor on behalf of the Department
                  that Contractor still maintains and retain no copies of such
                  PHI; provided that if such return or destruction is not
                  feasible, Contractor will extend the protections of this
                  Agreement to the PHI and limit further uses and disclosure to
                  those purposes that make the return or destruction of the
                  information infeasible.

5.    AMENDMENT - Both parties agree to take such action as is necessary to
      amend this Agreement from time to time as is necessary to comply with the
      requirements of the Privacy Rule.

6.    MISCELLANEOUS - Parties to this Agreement do not intend to create any
      rights in any third parties. The obligations of Contractor under this
      Section shall survive the expiration, termination, or cancellation of this
      Agreement, or any and all other contracts between the parties, and shall
      continue to bind Contractor, its agents, employees, contractors,
      successors, and assigns as set forth herein if PHI is not returned or
      destroyed.

                                Page 106 of 110
<PAGE>

                                                                  CONTRACT C2297

                                                                   ATTACHMENT #2

                         FINANCIAL AND COMPLIANCE AUDITS
                           SPECIAL AUDIT REQUIREMENTS

The administration of resources awarded by the Department of Corrections to the
Contractor may be subject to audits and/or monitoring by the Department of
Corrections, as described in this attachment.

MONITORING

In addition to reviews of audits conducted in accordance with OMB Circular A-133
and Section 215.97, F.S., as revised (see "AUDITS" below), monitoring procedures
may include, but not be limited to, on-site visits by Department staff, limited
scope audits as defined by OMB Circular A-133, as revised, and/or other
procedures. By entering into this Contract, the Contractor agrees to comply and
cooperate with any monitoring procedures/processes deemed appropriate by the
Department of Corrections. In the event the Department of Corrections determines
that a limited scope audit of the Contractor is appropriate, the Contractor
agrees to comply with any additional instructions provided by the Department to
the Contractor regarding such audit. The Contractor further agrees to comply and
cooperate with any inspections, reviews, investigations, or audits deemed
necessary by the Chief Financial Office (CFO) or Auditor General.

AUDITS

PART I: FEDERALLY FUNDED

THIS PART IS APPLICABLE IF THE CONTRACTOR IS A STATE OR LOCAL GOVERNMENT OR A
NON-PROFIT ORGANIZATION AS DEFINED IN OMB CIRCULAR A-133, AS REVISED.

1.    In the event that the Contractor expends $500,000 or more in Federal
      awards in its fiscal year, the Contractor must have a single or
      program-specific audit conducted in accordance with the provisions of OMB
      Circular A-133, as revised. EXHIBIT 1 to this Contract indicates Federal
      resources awarded through the Department of Corrections by this Contract.
      In determining the Federal awards expended in its fiscal year, the
      Contractor shall consider all sources of Federal awards, including Federal
      resources received from the Department of Corrections. The determination
      of amounts of Federal awards expended should be in accordance with the
      guidelines established by OMB Circular A-133, as revised. An audit of the
      Contractor conducted by the Auditor General in accordance with the
      provisions of OMB Circular A-133, as revised, will meet the requirements
      of this part.

2.    In connection with the audit requirements addressed in Part I, paragraph
      1., the Contractor shall fulfill the requirements relative to auditee
      responsibilities as provided in Subpart C of OMB Circular A-133, as
      revised.

3.    If the Contractor expends less than $500,000 in Federal awards in its
      fiscal year, an audit conducted in accordance with the provisions of OMB
      Circular A-133, as revised, is not required. In the event that the
      Contractor expends less than $500,000 in Federal awards in its fiscal year
      and elects to have an audit conducted in accordance with the provisions of
      OMB Circular A-133, as revised, the cost of the audit must be paid from
      non-Federal resources (i.e., the cost of such an audit must be paid from
      Contractor resources obtained from other than Federal entities).

4.    The Contractor may access information regarding the Catalog of Federal
      Domestic Assistance (CFDA) via the internet at
      http://12.46.245.173/cfda/cfda.html.

PART II: STATE FUNDED

THIS PART IS APPLICABLE IF THE CONTRACTOR IS A NONSTATE ENTITY AS DEFINED BY
SECTION 215.97(2)(1), FLORIDA STATUTES

1.    In the event that the Contractor expends a total amount of State financial
      assistance equal to or in excess of $300,000 in any fiscal year of such
      Contractor, the Contractor must have a State single or project-specific
      audit for such fiscal year in accordance with Section 215.97, Florida
      Statutes; applicable rules of the Executive Office of the Governor and the
      CFO; and Chapters 10.550 (local governmental entities) or 10.650
      (nonprofit and for-profit organizations), Rules of the Auditor General.
      EXHIBIT 1 to this Contract indicates State financial assistance awarded
      through the Department of Corrections by this Contract. In determining the
      State financial assistance expended in

                                Page 107 of 110
<PAGE>

                                                                  CONTRACT C2297

                                                                   ATTACHMENT #2

      its fiscal year, the Contractor shall consider all sources of State
      financial assistance, including State financial assistance received from
      the Department of Corrections, other state agencies, and other nonstate
      entities. State financial assistance does not include Federal direct or
      pass-through awards and resources received by a nonstate entity for
      Federal program matching requirements.

2.    In connection with the audit requirements addressed in Part II, paragraph
      1, the Contractor shall ensure that the audit complies with the
      requirements of Section 215.97(7), Florida Statutes. This includes
      submission of a financial reporting package as defined by Section
      215.97(2)(d), Florida Statutes, and Chapters 10.550 (local governmental
      entities) or 10.650 (nonprofit and for-profit organizations), Rules of the
      Auditor General.

3.    If the Contractor expends less than $300,000 in State financial assistance
      in its fiscal year, an audit conducted in accordance with the provisions
      of Section 215.97, Florida Statutes, is not required. In the event that
      the Contractor expends less than $300,000 in State financial assistance in
      its fiscal year and elects to have an audit conducted in accordance with
      the provisions of Section 215.97, Florida Statutes, the cost of the audit
      must be paid from the non-State entity's resources (i.e., the cost of such
      an audit must be paid from the Contractor's resources obtained from other
      than State entities).

4.    For information regarding the Florida Catalog of State Financial
      Assistance (CSFA), a Contractor should access the Florida Single Audit Act
      website located at http://www.fsaa.state.fl.us/. or the Governor's Website
      located at http://myflorida.com/b eog/owa/b eog www.html.main page for
      assistance. In addition to the above websites, the following websites may
      be accessed for information: Legislature's Website
      http://www.leq.state.fl.us/, Department of Financial Services' Website
      http://www.fldfs.com/, and the Auditor General's Website
      http://www.state.fl.us/audgen.

REPORT SUBMISSION

1.    Copies of reporting packages for audits conducted in accordance with OMB
      Circular A-133, as revised, and required by PART I of this Contract shall
      be submitted, when required by Section .320 (d), OMB Circular A-133, as
      revised, by or on behalf of the Contractor directly to each of the
      following:

      A.    The Department of Corrections at the following addresses:

<TABLE>
<S>                                    <C>                             <C>
Internal Audit                         Contract Manager                Contract Administrator
Office of the Inspector General        Larry L. Purintun               Bureau of Procurement & Supply
Florida Dept. of Corrections           Office of Health Services       Florida Dept. of Corrections
2601 Blair Stone Road                  2601 Blair Stone Road           2601 Blair Stone Road
Tallahassee, FL 32399-2500             Tallahassee, FL 32399-2500      Tallahassee, FL 32399-2500
</TABLE>

      B.    The Federal Audit Clearinghouse designated in OMB Circular A-133, as
            revised (the number of copies required by Sections .320 (d)(1) and
            (2), OMB Circular A-133, as revised, should be submitted to the
            Federal Audit Clearinghouse), at the following address:

                        Federal Audit Clearinghouse
                        Bureau of the Census
                        1201 East 10th Street
                        Jeffersonville, IN 47132

      C.    Other Federal agencies and pass-through entities in accordance with
            Sections .320 (e) and (f), OMB Circular A-133, as revised.

2.    Pursuant to Section .320(f), OMB Circular A-133, as revised, the
      Contractor shall submit a copy of the reporting package described in
      Section .320(c), OMB Circular A-133, as revised, and any management
      letters issued by the auditor, to the Department of Corrections at each of
      the following addresses:

                                Page 108 of 110
<PAGE>

                                                                  CONTRACT C2297

                                                                   ATTACHMENT #2

<TABLE>
<S>                                   <C>                             <C>
Internal Audit                        Contract Manager                Contract Administrator
Office of the Inspector General       Larry L. Purintun               Bureau of Procurement & Supply
Florida Dept. of Corrections          Office of Health Services       Florida Dept. of Corrections
2601 Blair Stone Road                 2601 Blair Stone Road           2601 Blair Stone Road
Tallahassee, FL 32399-2500            Tallahassee, FL 32399-2500      Tallahassee, FL 32399-2500
</TABLE>

3.    Copies of financial reporting packages required by PART II of this
      Contract shall be submitted by or on behalf of the Contractor directly to
      each of the following:

      A.    The Department of Corrections at the following addresses:

<TABLE>
<S>                                    <C>                             <C>
Internal Audit                         Contract Manager                Contract Administrator
Office of the Inspector General        Larry L. Purintun               Bureau of Procurement & Supply
Florida Dept. of Corrections           Office of Health Services       Florida Dept. of Corrections
2601 Blair Stone Road                  2601 Blair Stone Road           2601 Blair Stone Road
Tallahassee, FL 32399-2500             Tallahassee, FL 32399-2500      Tallahassee, FL 32399-2500
</TABLE>

      B.    The Auditor General's Office at the following address:

                State of Florida Auditor General
                Room 401, Claude Pepper Building
                111 West Madison Street
                Tallahassee, Florida 32399-1450

4.    Any reports, management letters, or other information required to be
      submitted to the Department of Corrections pursuant to this Contract shall
      be submitted timely in accordance with OMB Circular A-133, Florida
      Statutes, or Chapters 10.550 (local governmental entities) or 10.650
      (nonprofit and for-profit organizations), Rules of the Auditor General, as
      applicable.

5.    Contractors, when submitting financial reporting packages to the
      Department of Corrections for audits done in accordance with OMB Circular
      A-133, or Chapters 10.550 (local governmental entities) or 10.650
      (nonprofit and for-profit organizations), Rules of the Auditor General,
      should indicate the date that the reporting package was delivered to the
      Contractor in correspondence accompanying the reporting package.

RECORD RETENTION

The Contractor shall retain sufficient records demonstrating its compliance with
the terms of this Contract for a period of 7 YEARS from the date the audit
report is issued, and shall allow the Department of Corrections, or its
designee, CFO, or Auditor General access to such records upon request The
Contractor shall ensure that audit working papers are made available to the
Department of Corrections, or its designee, CFO, or Auditor General upon request
for a period of 7 YEARS from the date the audit report is issued, unless
extended in writing by the Department of Corrections.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                Page 109 of 110
<PAGE>

                                                                  CONTRACT C2297
                                                                   ATTACHMENT #2

                                   EXHIBIT-1

FUNDS AWARDED TO THE CONTRACTOR PURSUANT TO THIS CONTRACT-CONSIST OF THE
FOLLOWING:

FEDERAL RESOURCES AWARDED TO THE CONTRACTOR PURSUANT TO THIS CONTRACT CONSIST OF
THE FOLLOWING:

<TABLE>
<CAPTION>
Federal                                                                                                   State
Program                                  CFDA                                                         Appropriation
Number         Federal Agency           Number               CFDA Title         Funding Amount           Category
-------        --------------           ------               ----------         --------------        -------------
<S>            <C>                      <C>                  <C>                <C>                   <C>
-------        --------------           ------               ----------         --------------        -------------
-------        --------------           ------               ----------         --------------        -------------
-------        --------------           ------               ----------         --------------        -------------
</TABLE>

STATE RESOURCES AWARDED TO THE CONTRACTOR PURSUANT TO THIS CONTRACT CONSIST OF
THE FOLLOWING MATCHING RESOURCES FOR FEDERAL PROGRAMS:

<TABLE>
<CAPTION>
Federal                                                                                                     State
Program                                                                                                 Appropriation
Number         Federal Agency             CFDA               CFDA Title         Funding Amount             Category
-------        --------------             ----               ----------         --------------          -------------
<S>            <C>                        <C>                <C>                <C>                     <C>
-------        --------------             ----               ----------         --------------          -------------
-------        --------------             ----               ----------         --------------          -------------
-------        --------------             ----               ----------         --------------          -------------
</TABLE>

STATE RESOURCES AWARDED TO THE CONTRACTOR PURSUANT TO THIS CONTRACT CONSIST OF
THE FOLLOWING RESOURCES SUBJECT TO SECTION 215.97, F.S.:

<TABLE>
<CAPTION>
                                                  Catalog of
                                                    State
 State                                            Financial                CSFA Title                                   State
Program                             State         Assistance                   or                                   Appropriation
 Number     Funding Source        Fiscal Year       Number         Funding Source Description     Funding Amount       Category
-------     --------------        -----------     ----------       --------------------------     --------------    -------------
<S>         <C>                   <C>             <C>              <C>                            <C>               <C>
-------     --------------        -----------     ----------       --------------------------     --------------    -------------
-------     --------------        -----------     ----------       --------------------------     --------------    -------------
-------     --------------        -----------     ----------       --------------------------     --------------    -------------
                                                                                  Total Award
</TABLE>

For each program identified above, the Contractor shall comply with the program
requirements described in the Catalog of Federal Domestic Assistance (CFDA)
[http://12.46.245.173/cfda/cfda.html] and/or the Florida Catalog of State
Financial Assistance (CSFA) [http://www.fsaa.state.fl.us/]. The
services/purposes for which the funds are to be used are included in the
Contract scope of services/work. Any match required by the Contractor is clearly
indicated in the Contract.

DC2-595 (Revised 1-05)

                                Page 110 of 110