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                                                                    EXHIBIT 10.1

                                   [AHCA LOGO]

                                    2002-2004

                                    MEDICAID
                    HEALTH MAINTENANCE ORGANIZATION CONTRACT

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July 2002                                                  Medicaid HMO Contract

                                   2002 - 2004

                MEDICAID HEALTH MAINTENANCE ORGANIZATION CONTRACT

                                TABLE OF CONTENTS

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AGENCY CORE CONTRACT.............................................................................            1

ATTACHMENT I

10.0          COVERED SERVICES AND ELIGIBLE RECIPIENTS...........................................            5
10.1          General............................................................................            5
10.2          Eligible Recipients................................................................            5
10.3          Ineligible Recipients..............................................................            6
10.4          Covered Services...................................................................            7
10.5          Optional Services..................................................................            7
10.6          Expanded Services..................................................................            8
10.7          Excluded Services..................................................................            9
10.8          Manner of Service Provision........................................................            9
10.8.1                   Child Health Check-UP...................................................            9
10.8.2                   Dental Services.........................................................           10
10.8.3                   Diabetes Supplies and Education.........................................           10
10.8.4                   Family Planning Services................................................           10
10.8.5                   Freestanding Dialysis Facility Services.................................           11
10.8.6                   Hearing Services........................................................           11
10.8.7                   Home Health Care Services and Durable Medical Equipment.................           11
10.8.8                   Hospital Services.......................................................           12
10.8.8.1                 Inpatient...............................................................           12
10.8.8.2                 Outpatient..............................................................           13
10.8.8.3                 Hospital Ancillary Services.............................................           14
10.8.9                   Immunizations...........................................................           14
10.8.10                  Independent Laboratory and Portable X-Ray Services......................           14
10.8.11                  Physician Services......................................................           15
10.8.11.1                Pregnancy Related Requirements..........................................           16
10.8.12                  Prescribed Drug Services................................................           17
10.8.13                  Therapy Services........................................................           18
10.8.14                  Transportation Services.................................................           18
10.8.15                  Visual Services.........................................................           19
10.9          Quality and Benefit Enhancements...................................................           19
10.10         Incentive Programs.................................................................           20
10.11                    Behavioral Health Care..................................................           20
10.11.1                       Service Requirements...............................................           21
10.11.2                       Non Covered Services...............................................           22
10.11.3                       Care Coordination and Management...................................           22
10.11.4                       Behavioral Clinical Record Requirement.............................           23
10.11.5                       Functional Assessments.............................................           24
10.11.6                       Out-of-Plan-Use....................................................           24
10.11.7                       Outreach Requirements..............................................           25
10.81.8                       Quality Improvement Requirements...................................           25
10.11.9                       Administrative Staff Requirements..................................           25
10.11.10                      Behavioral Health Subcontracts.....................................           25
10.11.11                      Management Information System......................................           26
10.11.12                      Monitoring.........................................................           26
10.12                    Frail/Elderly Program...................................................           26
10.12.1                       Mandatory Service Requirements.....................................           27
10.12.1.1                     Nursing Home Placement.............................................           29
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10.12.2                       Expanded Supportive Service Requirements...........................           29

20.0          SCOPE OF WORK......................................................................           31
20.1          Availability/Accessibility of Services.............................................           31
20.2          Minimum Standards..................................................................           31
20.3          Administration and Management......................................................           32
20.4          Staff Requirements.................................................................           33
20.4.1        Fraud Prevention Policies and Procedures...........................................           34
20.5          Licensure of Staff.................................................................           34
20.5.1                   Credentialing and Recredentialing Policies and Procedures...............           34
20.6          Physician Choice...................................................................           36
20.7          Specialty Coverage.................................................................           36
20.8          Case Management/Continuity of Care.................................................           37
20.8.1                   Chronic and Disabling Conditions........................................           38
20.8.2                   Members with Developmental Disability...................................           38
20.8.3                   Coordination with Community Mental Health Care Providers................           38
20.8.4                   New Member Procedures...................................................           38
20.8.5                   Pediatrician Assignment to Pregnant Women...............................           40
20.8.6                   Protective Custody......................................................           40
20.8.7                   Immunization from Non-Plan Provider.....................................           40
20.8.8                   Immunization Data Sharing...............................................           40
20.8.9                   Public Provider Claims..................................................           40
20.8.10                  Certified School Match Program..........................................           41
20.8.11                  Continued Care from Terminated Providers................................           41
20.8.12                  Out-of-Plan Specially Qualified Providers...............................           42
20.9          Out-of Plan use of Non-Emergency Services..........................................           42
20.10         Emergency Care Requirements........................................................           42
20.11         Grievance System Requirements......................................................           44
20.12         Quality Improvement................................................................           46
20.12.1                  Utilization Management..................................................           47
20.12.2                  Independent Member Satisfaction Surveys.................................           47
20.13         Medical Records Requirements.......................................................           48
20.14         Medical Record Review..............................................................           49
20.15         Quality and Performance Measure Review.............................................           49
20.16         Annual Medical Record Audit........................................................           50
20.17         Independent Medical Review.........................................................           50

30.0          MARKETING AND ENROLLMENT...........................................................           51
30.1          Marketing and Pre-enrollment Materials.............................................           51
30.1.1                   Frail/Elderly Marketing and Pre-enrollment Materials....................           51
30.2          Marketing Activities...............................................................           51
30.2.1                   Prohibited Activities...................................................           52
30.2.2                   Permitted Activities....................................................           53
30.2.2.1                      Approval Process...................................................           54
30.2.3                   Subcontractor's Compliance..............................................           55
30.3          Marketing Representatives..........................................................           55
30.4          Marketing and Pre-enrollment Complaints............................................           56
30.5          Pre-enrollment Activities..........................................................           56
30.6          Enrollment.........................................................................           57
30.6.1                   Behavioral Health Enrollment............................................           57
30.6.2                   Frail/Elderly Enrollment................................................           58
30.7          Member Notification................................................................           58
30.7.1                   Member Services Handbook................................................           59
30.7.2                   Provider Directory......................................................           59
30.7.3                   Member Information......................................................           60
30.7.4                   New Member Materials....................................................           60
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30.7.4.1                      Undeliverable Materials............................................           60
30.8          Enrollment Reinstatements..........................................................           61
30.9          Newborn Enrollment.................................................................           61
30.10         Enrollment Period..................................................................           62
30.11         Enrollment Levels..................................................................           63
30.12         Disenrollment......................................................................           63
30.12.1                  Voluntary Disenrollments................................................           64
30.12.2                  Involuntary Disenrollments..............................................           64
30.12.2.1                     Frail/Elderly Disenrollment........................................           65
30.13         Enrollment/Disenrollment Verification..............................................           65

40.0          ASSURANCES AND CERTIFICATIONS......................................................           66
40.1          Monitoring Provisions..............................................................           66
40 2          Certification of Laboratories and Portable X-Ray Companies.........................           66
40.3          Good Faith Effort with School Districts............................................           66
40.4          Good Faith Effort with County Health Departments...................................           69
40.5          Accreditation......................................................................           66
40.6          Minority Recruitment and Retention.................................................           66
40.7          Ownership and Management Disclosure................................................           66
40.8          Independent Provider...............................................................           68
40.9          General Insurance Requirement......................................................           68
40.10         Workers Compensation Insurance.....................................................           68
40.11         State Ownership....................................................................           68
40.12         Health Insurance Portability and Accountability Act Compliance.....................           68
40.13         Systems Compliance.................................................................           68
40.14         Certification Regarding Lobbying...................................................           69
40.15         Certification Regarding Debarment..................................................           70
40.16         Certification Regarding HIPAA Compliance...........................................           71

50.0          FINANCIAL REQUIREMENTS.............................................................           73
50.1          Insolvency Protection..............................................................           73
50.2          Insolvency Protection Account Waiver...............................................           73
50.3          Surplus Start Up Account...........................................................           73
50.4          Surplus Requirement................................................................           73
50.5          Interest...........................................................................           74
50.6          Savings............................................................................           74
50.7          Fidelity Bonds.....................................................................           74
50.8          Financial and Compliance Audit Requirement.........................................           74

60.0          REPORTING REQUIREMENTS.............................................................           78
60.1          Fiscal Agent Reports...............................................................           78
60.2          HMO Reporting Requirements.........................................................           78
60.2.1                   Enrollment, Disenrollment, and Cancellation Report for Payment..........           81
60.2.2                   Medicaid HMO Disenrollment Summary......................................           83
60.2.3                   Frail/Elderly Annual Disenrollment Summary..............................           84
60.2.4                   Newborn Payment Report..................................................           85
60.2.5                   Service Utilization Summary.............................................           86
60.2.6                   Grievance Reporting.....................................................           90
60.2.7                   Inpatient Discharge Report..............................................           91
60.2.8                   Pharmacy Encounter Data.................................................           91
60.2.9                   Marketing Representative Report.........................................           92
60.2.10                  Provider Network Report.................................................           92
60.2.11                  Child Health Check-Up Reporting.........................................           95
60.2.12                  AHCA Quality Indicators.................................................          105
60.2.13                  Frail/Elderly Care Service Utilization Report...........................          105
60.2.14                  Financial Reporting.....................................................          105
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60.2.15                  Minority Business Enterprise Contract Reporting.........................          114
60.2.16                  Suspected Fraud Reporting...............................................          114
60.2.17                  Claims Inventory Summary Report.........................................          114
60.3          Behavioral Health Reporting Requirements...........................................          115
60.3.1                   Allocation of Recipients Report.........................................          115
60.3.2                   Targeted Case Management Report.........................................          115
60.3.3                   Patient Satisfaction Reporting..........................................          115
60.3.4                   Grievance Reporting.....................................................          115
60.3.5                   Quality Improvement Reporting...........................................          115
60.3.6                   Service Utilization Reporting...........................................          115
60.3.7                   Critical Incident Reporting.............................................          116
60.3.8                   Behavioral Health Care Expenditure......................................          116

70.0          TERMS AND CONDITIONS...............................................................          117
70.1          Agency Contract Management.........................................................          117
70.2          Applicable Laws and Regulations....................................................          117
70.3          Assignment.........................................................................          117
70.4          Attorney's Fees....................................................................          118
70.5          Conflict of Interest...............................................................          118
70.6          Contract Variation.................................................................          118
70.7          Court of Jurisdiction or Venue.....................................................          118
70.8          Crossover Claims for Medicaid/Medicare Eligible Members............................          118
70.9          Damages for Failure to Meet Contract Requirements..................................          118
70.10         Disputes...........................................................................          119
70.11         Force Majeure......................................................................          119
70.12         Legal Action Notification..........................................................          119
70.13         Licensing..........................................................................          119
70.14         Misuse of Symbols, Emblems, or Names in Reference to Medicaid......................          120
70.15         Non-Renewal........................................................................          120
70.16         Offer of Gratuities................................................................          120
70.17         Sanctions..........................................................................          120
70.18         Subcontracts.......................................................................          121
70.18.1                  Hospital Subcontracts...................................................          123
70.19         Termination Procedures.............................................................          124
70.20         Third Party Resources..............................................................          124
70.21         Waiver.............................................................................          125
70.22         Withdrawing Services from a County.................................................          125

80.0          METHOD OF PAYMENT..................................................................          126
80.1          Payment to Plan by Agency..........................................................          126
80.2          Newborn Payment and Procedures.....................................................          127
80.3          Rate Adjustments...................................................................          126
80.4          Errors.............................................................................          128
80.5          Member Payment Liability Protection................................................          128
80.6          Copayments.........................................................................          128
80.7          Overpayments.......................................................................          129

90.0          PAYMENT AND MAXIMUM AUTHORIZED ENROLLMENT LEVELS..................................           130

100.0         GLOSSARY...........................................................................          132

110.0         EXHIBITS...........................................................................          142
110.1         Policies and Procedures: Hysterectomies, Sterilizations, and Abortions.............          142
110.2         Preventive Medicine................................................................          143
110.3         Laboratory Tests and Associated Office Visits......................................          146
110.4         CHD Model Memorandum of Agreement..................................................          148
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110.5         Sample Multiple Signature Verification Agreement...................................          150
110.6         Sample HMO Adult Health Screening..................................................          153
110.7         Florida Patient's Bill of Rights and Responsibilities..............................          154
110.8         Memorandum of Understanding between School District and HMO........................          157
110.9         Frail/Elderly Program Statement of Understanding...................................          159
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5/1/02                                                       Contract No. FA 312

                                STATE OF FLORIDA
                      AGENCY FOR HEALTH CARE ADMINISTRATION
                                STANDARD CONTRACT

THIS CONTRACT is entered into between the State of Florida, AGENCY FOR HEALTH
CARE ADMINISTRATION, hereinafter referred to as the "AGENCY", and WELL CARE HMO,
INC., d/b/a/ STAYWELL HEALTH PLAN OF FLORIDA hereinafter referred to as the
"PROVIDER".

THE PARTIES AGREES:

1. THE PROVIDER AGREES:

A. To provide services according to the conditions specified in Attachment(s) I

B. FEDERAL LAWS AND REGULATIONS

   1. If this contract contains federal funds, the provider shall comply with
      the provisions of 45 CFR, Part 74, and/or 45 CFR, Part 92, and other
      applicable regulations as specified in Attachment I 70.2

   2. If this contract contains federal funding in excess of $100,000, the
      provider must, prior to contract execution, complete the Certification
      Regarding Lobbying form, Attachment I,40.14. If a Disclosure of Lobbying
      Activities form, Standard Form LLL, is required, it may be obtained from
      the contract manager. All disclosure forms as required by the
      Certification Regarding Lobbying form must be completed and returned to
      the contract manager.

   3. Pursuant to 45 CFR, Part 76, if this contract contains federal funding in
      excess of $25,000, the provider must, prior to contract execution,
      complete the Certification Regarding Debarment, Suspension, Ineligibility,
      and Voluntary Exclusion Contracts/Subcontracts, Attachment I,40.15.

C. AUDITS AND RECORDS

   1. 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 agency under this contract.

   2. To assure that these records shall be subject at all reasonable times to
      inspection, review, or audit by state personnel and other personnel duly
      authorized by the agency, as well as by federal personnel.

   3. To maintain and file with the agency such progress, fiscal and inventory
      reports as specified in Attachment I, Sec. 60, and other reports as the
      agency may require within the period of this contract

   4. To provide a financial and compliance audit to the agency as specified in
      Attachment I, 50.8 and to ensure that all related party transactions are
      disclosed to the auditor. Additional audit requirements are specified in
      Attachment I, Special Provisions, Section 60.0; 70.0.

   5. To include these aforementioned audit and record keeping requirements in
      all approved subcontracts and assignments.

D. RETENTION OF RECORDS

   1. To retain all financial records, supporting documents, statistical
      records, and any other documents (including electronic storage media)
      pertinent to this contract for a period of five (5) years after
      termination of this contract, or if an audit has been initiated and audit
      findings have not been resolved at the end of five (5) years, the records
      shall be retained until resolution of the audit findings.

   2. Persons duly authorized by the agency and federal auditors, pursuant to 45
      CFR, Part 74 and/or 45 CFR, Part 92, shall have full access to and the
      right to examine any of said records and documents.

   3. The rights of access in this section must not be limited to the required
      retention period but shall last as long as the records are retained.

E. MONITORING

   1. To provide reports as specified in Attachment I, 20;40.0. These reports
      will be used for monitoring progress or performance of the contractual
      services as specified in Attachment I,60.0.

   2. To permit persons duly authorized by the agency to inspect any records,
      papers, documents, facilities, goods and services of the provider which
      are relevant to this contract.

F. INDEMNIFICATION

      To be liable for all claims, suits, judgments, or damages, including court
      costs and attorney's fees, arising out of the negligent or intentional
      acts or omissions of the provider, and its agents, subcontractors, and
      employees, in the course of the operation of this contract.

G. INSURANCE

      To provide adequate liability insurance coverage on a comprehensive basis
      and to hold such liability insurance at all times during the existence of
      this contract. The provider accepts full responsibility for identifying
      and determining the type(s) and extent of liability insurance necessary to
      provide reasonable financial protections for the provider under this
      contract. Upon the execution of this contract, the provider shall furnish
      the agency written verification supporting both the determination and
      existence of such insurance coverage.

H. ASSIGNMENTS AND SUBCONTRACTS

      To neither assign the responsibility of this contract to another party nor
      subcontract for any of the work contemplated under this contract without
      prior written approval of the agency. No such approval by the agency of
      any assignment or subcontract shall be deemed in any event or in any
      manner to provide for the incurrence of any obligation of the agency in
      addition to the total dollar amount agreed upon in this contract. All such
      assignments or subcontracts shall be subject to the conditions of this
      contract and to any conditions of approval that the agency shall deem
      necessary.

I. FINANCIAL REPORTS

      To provide financial reports to the agency as specified in Attachment
      I,60.0.

J. RETURN OF FUNDS

      To return to the agency any overpayments due to unearned funds or funds
      disallowed pursuant to the terms of this contract that were disbursed to
      the provider by the agency. The provider shall return any overpayment to
      the agency within forty (40) calendar days after either discovery by the

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5/1/02

provider, its independent auditor, or notification by the agency, of the
overpayment.

K. PURCHASING

   1. PRIDE

      It is expressly understood and agreed that any articles which are the
      subject of, or are required to carry out this contract shall be purchased
      from Prison Rehabilitative Industries and Diversified Enterprises, Inc.
      (PRIDE) identified under Chapter 946, Florida Statutes. A list of
      products/services available from PRIDE may be obtained by contacting PRIDE
      at (850)487-3774.

   2. PROCUREMENT OF PRODUCTS OR MATERIALS WITH RECYCLED CONTENT.

      It is expressly understood and agreed that any products which are required
      to carry out this contract shall be procured in accordance with the
      provisions of section 403.7065, Florida Statutes.

L. CIVIL RIGHTS REQUIREMENTS

      PROVIDER ASSURANCE

      The provider assures that it will comply with:

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

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

      c. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C.
         1681 et seq., which prohibits discrimination on the basis of sex.

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

      e. Section 654 of the Omnibus Budget Reconciliation Act of 1981, as
         amended, 42 U.S.C. 9849, which prohibits discrimination on the basis of
         race, creed, color, national origin, sex, handicap, political
         affiliation or beliefs.

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

      g. All regulations, guidelines, and standards as are now or may be
         lawfully adopted under the above statutes.

         The provider agrees that compliance with this assurance constitutes a
      condition of continued receipt of or benefit from funds provided through
      this contract, and that it is binding upon the provider, its successors,
      transferees, and assignees for the period during which services are
      provided. The provider further assures that all contractors,
      subcontractors, subgrantees, or others with whom it arranges to provide
      services or benefits to participants or employees in connection with any
      of its programs and activities are not discriminating against those
      participants or employees in violation of the above statutes, regulations,
      guidelines, and standards.

M. REQUIREMENTS OF SECTION 287.058, FLORIDA STATUTES

   1. To submit bills for fees or other compensation for services or expenses in
      sufficient detail for a proper pre-audit and post-audit thereof.

   2. Where applicable, to submit bills for any travel expenses in accordance
      with section 112.061, Florida Statutes. The agency may, when specified in
      Attachment NA, establish rates lower than the maximum provided in section
      112.061, Florida Statutes.

   3. To provide units of deliverables, including reports, finding and drafts as
      specified in Attachment N/A, to be received and accepted by the contract
      manager prior to payment.

   4. To comply with the criteria and final date by Which (?) criteria must be
      met for completion of this contract specified in Section III, Paragraph
      A.2. of this contract.

   5. To allow public access to all documents, papers, letters, other materials
      subject to the provisions of Chapter (?) (?) Florida Statutes, and made or
      received by the provider conjunction with this contract It is expressly
      understood that substantial evidence of the provider's refusal to comply
      with this provision shall constitute a breach of contract.

   6. This contract may be renewed, continent upon satisfactory performance
      evaluations by the Agency and subject to availability of funds, on a
      yearly basis for a period of up 2 years after the initial contract or for
      a period no longer than the term of the original contract, whichever
      period longer. A renewal clause, including terms under which (?) cost may
      change, must be specified in the invitation to bid, request for proposal,
      or other bid instrument.

N. SPONSORSHIP

   As required by section 286.25, Florida Statutes, if the provider is a
   nongovernmental organization which sponsors a program financed wholly or in
   part by state funds, including any funds obtained through this contract, it
   shall, in publicizing, advertising or describing the sponsorship of the
   program, state "Sponsored

         WEIL CARE HMO, INC.
--------------------------------------------------------------------------------
                                          PROVIDER

   and the State of Florida, AGENCY FOR HEALTH CARE ADMINISTRATION". If the
   sponsorship references written material, the words "State of Florida, AGENCY
   FOR HEALTH CARE ADMINISTRATION" shall appear in the same size letters or
   type as the name of the organization.

O. FINAL INVOICE

   The provider must submit the final invoice for payment to the agency no more
   than 90 days after the contract ends or is terminated; if the provider fails
   to do so, all right to payment forfeited and the agency will not honor any
   requests submitted after the aforesaid time period. Any payment due under
   the terms of this contract may be withheld until all reports (?) from the
   provider and necessary adjustments thereto have been approved by the agency.

P. USE OF FUNDS FOR LOBBYING PROHIBITED

   To comply with the provisions of section 216.347, Florida Statutes, which
   prohibits the expenditure of contract funds for the purpose of lobbying the
   Legislature or a state agency.

Q. PUBLIC ENTITY CRIME

   A person or affiliate who has been placed on the convicted vendor list
   following a conviction for a public entity crime 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 287.0 (?)
   F.S., for category two for a period of 36 months from the day of being placed
   on the convicted vendor list.

R. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT

   To comply with the Department of Health and Human Services Privacy
   Regulations in the Code of Regulations, Title 45, sections 160 and 164,
   regarding disclosure of protected health information.

                                        2

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S. EMPLOYMENT

   To comply with section 274A (e) of the Immigration and Nationalization Act.
   The Agency shall consider the employment by any contractor of unauthorized
   aliens a violation of this Act. Such violation shall be cause for unilateral
   cancellation of this contract

T. CONFIDENTIALITY OF INFORMATION

   Not to use or disclose the identity or identifying information concerning a
   recipient or services under this contract for any purpose not in conformity
   with state and federal laws, except upon written consent of the recipient, or
   his/her guardian.

II. THE AGENCY AGREES

A. CONTRACT AMOUNT

   To pay for contracted services according to the conditions of Attachment I in
   an amount not to exceed $585,631,000.00, subject to the availability of
   funds. The State of Florida's performance and obligation to pay under this
   contract is contingent upon an annual appropriation by the Legislature.

B. CONTRACT PAYMENT

   Section 215.422, F. S., provides that agencies have 5 working days to inspect
   and approve goods and services, unless bid specifications, contract or
   purchase order specifies otherwise. With the exception of payments to health
   care providers for hospital, medical, or other health care services, if
   payment is not available within forty (40) days, measured from the latter of
   the date the invoice is received or the goods or services are received,
   inspected and approved, a separate interest penalty set by the Comptroller
   pursuant to Section 55.03, F. S., will be due and payable in addition to the
   invoice amount. To obtain the applicable interest rate, please contact the
   Agency's Fiscal Section at 850/488-5869. Payments to health care providers
   for hospitals, medical or other health care services, shall be made not more
   than 35 days from the date of eligibility for payment is determined, and the
   daily interest rate is .03333%. Invoices returned to a vendor due to
   preparation errors will result in a payment delay. Invoice payment
   requirements do not start until a properly completed invoice is provided to
   the agency. A Vendor Ombudsman, whose duties include acting as an advocate
   for vendors who may be experiencing problems in obtaining timely payment(s)
   from a State agency, may be contacted at (850) 488-2924 or by calling the
   State Comptroller's Hotline, 1-800-848-3792.

III. THE PROVIDER AND AGENCY MUTUALLY AGREE:

A. EFFECTIVE DATE

   1. This contract shall begin on July 1, 2002 or on the date on which the
      contract has been signed by both parties, whichever is later.

   2. This contract shall end on June 30, 2004.

B. TERMINATION

   1. TERMINATION AT WILL

      This contract may be terminated by either party upon no less than thirty
      (30) calendar days notice, without cause, unless a lesser time is mutually
      agreed upon by both parties. Said notice shall be delivered by certified
      mail, return receipt requested, or in person with proof of delivery.

   2. TERMINATION BECAUSE OF LACK OF FUNDS

      In the event funds to finance this contract become unavailable, the agency
      may terminate the contract upon no less than twenty-four (24) hours notice
      in writing to the provider. Said notice shall be delivered by certified
      mail, return receipt requested, or in person with proof of delivery. The
      agency shall be the final authority as to the availability of funds.

   3. TERMINATION FOR BREACH

      Unless the provider's breach is waived by the agency in writing, the
      agency may, by written notice to the provider, terminate this contract
      upon no less than twenty-four (24) hours notice. Said notice shall be
      delivered by certified - mail, return receipt requested, or in person with
      proof of delivery. If applicable, the agency may employ the default
      provisions in Chapter 60A-1.006(4), Florida Administrative Code.

      Waiver of breach of any provisions 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. The provisions herein do not
      limit the agency's right to remedies at law or to damages.

C. NOTICE AND CONTACT

   1. The name, address and telephone number of the contract manager for the
      agency for this contract is:
      BOB SHARPE, DEPUTY SECRETARY
      DIVISION OF MEDICAID
      2727 MAHAN DRIVE, BLDG. 3, ROOM 2217-B
      TALLAHASSEE, FLORIDA 32308
      (850) 488-3560

   2. The name, address and telephone number of the representative of the
      provider responsible for administration of the program under this contract
      is:
      JULIE BAKER
      WELL CARE HMO, INC.
      6800 NORTH DALE MABRY HIGHWAY, SUITE 209-211
      TAMPA, FLORIDA 33614
      (813) 290-6281

   3. If different representatives are designated after execution of this
      contract, notice of the new representative will be rendered in writing to
      the other party and attached to originals of this contract.

D. RENEGOTIATION OR MODIFICATION

   1. Modifications of provisions of this contract shall only be valid when they
      have been reduced to writing and duly signed. The parties agree to
      renegotiate this contract if federal and/or state revisions of any
      applicable laws, or regulations make changes in this contract necessary.

   2. The rate of payment and the total dollar amount may be adjusted
      retroactively to reflect price level increases and changes in the rate of
      payment when these have been established through the appropriations
      process and subsequently identified in the agency's operating budget.

E. NAME, MAILING AND STREET ADDRESS OF PAYEE

   1. The name (provider name as shown on page 1 of this contract) and mailing
      address of the official payee to whom the payment shall be made:
      WELL CARE HMO, INC.
      6800 NORTH DALE MABRY HIGHWAY, SUITE 209-211
      TAMPA, FLORIDA 33614

   2. The name of the contact person and street address where financial and
      administrative records are maintained:
      MARGO BRIGGS
      WELL CARE HMO, INC.
      6800 NORTH DALE MABRY HIGHWAY, SUITE 209-211
      TAMPA, FLORIDA 33614
      (813) 290-6235

F. ALL TERMS AND CONDITIONS INCLUDED

This contract and its attachments as referenced, (ATTACHMENT I), contain all the
terms and conditions agreed upon by the parties.

                                        3

<PAGE>

5/01/02                                                      CONTRACT NO. FA 312

IN WITNESS THEREOF, the parties hereto have caused this 160 page and one
inserted pages 131a contract to be executed (?) undersigned officials as duly
authorized.

 PROVIDER: WELL CARE HMO, INC., d/b/a/  STATE OF FLORIDA, AGENCY FOR HEALTH CARE
           STAYWELL HEALTH PLAN OF
           FLORIDA

                                        ADMINISTRATION

 SIGNED BY: /s/ RUPESH SHAH             SIGNED BY: /s/ DR. RHONDA MEDOWS
            --------------------------             --------------------------
      NAME: RUPESH SHAH                      NAME: DR. RHONDA MEDOWS, M.D.,
                                                   FAAFP
      TITLE: CEO                            TITLE: SECRETARY
      DATE: 6/27/02                          DATE: 6/26/02

FEDERAL ID NUMBER (OR SS NUMBER FOR AN INDIVIDUAL):

59-2583622

STATE AGENCY 29 DIGIT SAMAS CODE:

PROVIDER FISCAL YEAR ENDING DATE:

AHCA Form 2100-0007 (Rev. 05/02)

                                       (?)
                                       BY
                                  BOTH PARTIES

                                        4

<PAGE>

July 2002                                                  Medicaid HMO Contract

                                                          CONTRACT NUMBER: FA312

         ATTACHMENT I

10.0              COVERED SERVICES AND ELIGIBLE RECIPIENTS

10.1              GENERAL

                  The plan shall comply with all the provisions of this contract
                  and its amendments, if any, and shall act in good faith in the
                  performance of the contract provisions. The plan shall develop
                  and maintain written policies and procedures to implement the
                  provisions of this contract. The plan agrees that failure to
                  comply with these provisions may result in the assessment of
                  penalties and/or termination of the contract in whole or in
                  part, as set forth in this contract.

                  The plan shall comply with all pertinent agency rules in
                  effect throughout the duration of the contract.

                  The plan shall comply with all agency handbooks noticed in or
                  incorporated by reference in rules relating to the provision
                  of services set forth in Sections 10.4, Covered Services, and
                  10.5, Optional Services, except where the provisions of the
                  contract alter the requirements set forth in the handbooks. In
                  addition, the plan shall comply with the limitations and
                  exclusions in the agency handbooks unless otherwise specified
                  by this contract. In no instance may the limitations or
                  exclusions imposed by the plan be more stringent than those
                  specified in the handbooks. Pursuant to 42 CFR 434.20 (c)(2),
                  the plan must furnish services up to the limits specified by
                  the Medicaid program. The plan may exceed these limits.
                  However, service limitations shall not be more restrictive
                  than the Florida fee-for-service program, pursuant to 42 CFR
                  438.210(a)(3)(i).

                  In Areas 1 and 6, (also, upon implementation of the Medicaid
                  Prepaid Mental Health program in Areas 5 and 8) the plan shall
                  provide community mental health services and mental health
                  targeted case management services in accordance with Section
                  10.11, Behavioral Health Care, of this contract. Sections
                  2.2, 2.3 and 2.5 of the Area specific Prepaid Mental Health
                  Plan PMHP requests for proposals (RFP) will apply to the
                  respective Area members. All other general behavioral health
                  service requirements shall also apply.

                  The plan may offer services to enrolled Medicaid recipients in
                  addition to those covered services specified in Sections 10.4,
                  Covered Services, 10.8, Manner of Service Provision, and 10.9,
                  Quality and Benefit Enhancements. These services must be
                  specifically defined in regards to amount, duration and scope,
                  and must be approved in writing by the agency prior to
                  implementation.

                  The plan shall have a quality improvement program that ensures
                  enhancement of quality of care and emphasize quality patient
                  outcomes. The agency may restrict the plan's enrollment
                  activities if acceptable quality improvement and performance
                  indicators based on HEDIS and other outcome measures to be
                  determined by the agency are not met. Such restrictions may
                  include the termination of mandatory assignments.

10.2              ELIGIBLE RECIPIENTS

                  The categories of eligible recipients authorized to be
                  enrolled in the plan are: Low Income Families and Children;
                  Foster Care; Sixth Omnibus Budget Reconciliation Act (SOBRA)
                  Children; Supplemental Security Income (SSI) Medicaid Only;
                  SSI Medicare Part B Only; and SSI Medicare Parts A & B.
                  Recipients who are residents of Assisted Living Facilities
                  (ALFs) and not enrolled in an ALF waiver program are eligible
                  for enrollment in the plan. Title XXI MediKids are eligible
                  for enrollment in the plan in accordance with Section
                  409.8132, F.S.

                  Except as otherwise specified in this contract, Title XXI
                  MediKids eligible participants are entitled to the same
                  conditions and services as currently eligible Title XIX
                  Medicaid recipients. In addition, women

                                        5

<PAGE>

July 2002                                                  Medicaid HMO Contract

                  enrolled in the plan who change eligibility categories to the
                  SOBRA eligibility category due to their pregnancy will remain
                  eligible for enrollment in the plan.

10.3              INELIGIBLE RECIPIENTS

                  The following categories describe recipients who are not
                  eligible to enroll in the plan:

                  a.  Medicaid eligible recipients who, at the time of
                      application for enrollment and/or at the time of
                      enrollment, are domiciled or residing in an institution,
                      including nursing facilities (because the recipient was
                      assessed by Comprehensive Assessment and Review for Long
                      Term Care (CARES) and found to be at a custodial level of
                      care), intermediate care facilities for persons with
                      developmental disabilities, state hospitals or
                      correctional institutions.

                  b.  Medicaid eligible recipients who are receiving services
                      through a hospice program, the Medicaid AIDS waiver
                      (Project AIDS Care) program, the assisted living waiver
                      program, a prescribed pediatric extended care center, or
                      Children's Medical Services.

                  c.  Medicaid eligible recipients who are also members of a
                      Medicare-funded health maintenance organization (HMO).

                  d.  Medicaid eligible recipients whose Medicaid eligibility
                      has been determined through the medically needy program.

                  e.  Qualified Medicare beneficiaries (QMBs).

                  f.  Medicaid eligible recipients who have other major medical
                      insurance like CHAMPUS or a private HMO.

                  g.  Medicaid eligible recipients who reside in the following:

                      1.  Residential commitment programs/facilities operated
                          through the Department of Juvenile Justice (DJJ).

                      2.  Residential group care operated by the Family Safety
                          and Preservation Program in the Department of Children
                          and Families (DCF).

                      3.  Children's residential treatment facilities purchased
                          through the Alcohol, Drug Abuse, and Mental Health
                          Program Office (ADM) in DCF (Purchased Residential
                          Treatment Services - PRTS).

                      4.  ADM residential treatment facilities licensed as Level
                          I and II facilities.

                      5.  Residential Level I and Level II substance abuse
                          treatment programs pursuant to section 10E-16.009(2)
                          and (3), F.A.C.

                  h.  Family Planning waiver recipients.

                  i.  Medicaid eligible recipients in the following programs may
                      not enroll in a frail/elderly component of a Medicaid HMO:

                      1.  an aged/disabled waiver program

                      2.  the Channeling program

                      3.  Developmental Services Waiver

                      4.  TANF recipients

                                        6

<PAGE>

July 2002                                                  Medicaid HMO Contract

                      5.  the Assisted Living for the Elderly program, or

                      6.  the Project AIDS Care waiver program

                  j.  Medicaid eligible recipients who are members of the
                      Florida Assertive Community Treatment Team (FACT team) in
                      those areas in which the HMO is responsible for community
                      mental health and targeted case management services.

                  k.  Participants in the Sub-acute Inpatient Psychiatric
                      Program (SIPP).

                  l.  Pregnant women not enrolled in the plan prior to the
                      effective date of their SOBRA eligibility.

10.4              COVERED SERVICES

                  The plan shall ensure the provision of the following covered
                  services as defined and specified Section 10.8, Manner of
                  Service Provision:

                  Child Health Check-Up              Inpatient Hospital Services

                  Community Mental Health Svcs.      Mental Health Targeted Case
                  (Areas 1 and 6 only)               Management (Areas 1 and 6
                                                     Only)

                  Family Planning Services           Outpatient Hospital and
                                                     Emergency Services

                  Freestanding Dialysis Centers      Physician Services

                  Hearing Services                   Prescribed Drug Services

                  Home Health Services and Durable   Therapy Services
                  Medical Equipment

                  Independent Laboratory and X-Ray   Visual Services
                  Services

                                                7

<PAGE>

Well Care HMO, Inc., d/b/a StayWell Health Plan            Medicaid HMO Contract
July 2002

10.5              OPTIONAL SERVICES

                  These services are rendered within Medicaid guidelines at the
                  option of the plan and the agency.

<TABLE>
<CAPTION>
                              Covered          Not Covered
<S>                           <C>              <C>
Dental Services               _______               X

Transportation Services       _______               X
</TABLE>

10.6              EXPANDED SERVICES

                  These services are defined as those offered by the plan and
                  approved by the agency which are as follows:

                  a.  Services in excess of the amount, duration and scope of
                      those listed in Sections 10.4, Covered Services, and 10.5,
                      Optional Services.

                  b.  Services and benefits not listed in Sections 10.4 and
                      10.5.

                  c.  The plan may offer an agency approved over-the-counter
                      expanded drug benefit, not to exceed $10.00 per household,
                      per month. Such benefits shall be limited to
                      non-prescription drugs containing a National Drug Code
                      (NDC) number, and first aid and birth control supplies.
                      Such benefits must be offered through a plan's pharmacy or
                      plan's subcontract with a pharmacy. The plan shall make
                      payments for the over-the-counter drug benefit directly to
                      the pharmacy.

                  d.  The plan may offer the Frail/Elderly Program in accordance
                      with Section 10.8.6 of this contract.

                  WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN WILL OFFER THE
                  FOLLOWING EXPANDED SERVICES:

                  1.  OVER-THE-COUNTER DRUG BENEFIT-

                      Over-the-counter drug and first aid items not to exceed
                      $10.00 per month, per household, through mail-order
                      program.

                  2.  ADULT DENTAL SERVICES-

                      Office visits, x-rays, exams as needed; two cleanings per
                      year; no limit on one and two surface fillings (amalgam
                      and silver); one three surface silver filling per year;
                      four simple extractions at no extra cost; and two surgical
                      extractions (non-emergencies) per year when medically
                      necessary. (Excludes Manatee, Hernando, Brevard, Escambia
                      and Santa Rosa counties).

                  3.  Unlimited eye exams and eye glasses if medically
                      necessary.

                  4.  Adults only- 5 additional inpatient days per year.

                                        8

<PAGE>

July 2002                                                  Medicaid HMO Contract

10.7              EXCLUDED SERVICES

                  The plan is not obligated to provide for the services that are
                  not specified in Sections 10.4, Covered Services, 10.5,
                  Optional Services, 10.6, Expanded Services and 10.9, Quality
                  and Benefit Enhancements. Plan members who require services
                  available through Medicaid but not covered by this contract
                  shall receive these services through the existing Medicaid
                  fee-for-service reimbursement system. The plan shall determine
                  the need for these services and refer the member to the
                  appropriate service provider. The plan may request the
                  assistance of the local Medicaid Field Office for referral to
                  the appropriate service setting.

                  For members requiring long term care institutional services,
                  institutional services for persons with developmental
                  disabilities or state hospital services, the plan shall
                  consult the DCF office to identify appropriate methods of
                  assessment and referral. The plan is responsible for
                  transition and referral to appropriate service providers,
                  including helping the member to obtain an attending physician.
                  Members requiring these services shall be disenrolled from the
                  plan in accordance with Section 30.12, Disenrollment, of this
                  contract.

10.8              MANNER OF SERVICE PROVISION

                  The Florida Medicaid Program provides multiple
                  services/programs for Medicaid eligible recipients. HMO
                  contract vendors may elect to cover most of these services.
                  The service definitions that follow are those required by
                  federal or state rule. The plan must furnish services up to
                  the limits specified by the Medicaid program. The plan is
                  responsible for contracting with providers who meet all
                  provider and service or product standards specified in the
                  agency's Medicaid coverage and limitations handbooks and the
                  plan's provider handbooks, which must be incorporated in all
                  plan subcontracts by reference, for each service category
                  covered by the plan. Exceptions exist where different
                  standards are specified elsewhere in this contract or if the
                  standard is waived in writing by the Division of Medicaid on a
                  case-by-case basis when the member's medical needs would be
                  equally or better served in an alternative care setting or
                  using alternative therapies or devices within the prevailing
                  medical community.

10.8.1            CHILD HEALTH CHECK-UP

                  Child Health Check-Up (CHCUP) services are comprehensive and
                  preventive health examinations provided on a periodic basis
                  that are aimed at identifying and correcting medical
                  conditions in children and young people (birth through 20
                  years of age) before the conditions become serious and
                  disabling. Policies and procedures are described in the Child
                  Health Check-Up Coverage and Limitations Handbook. Policy
                  requirements include:

                  a.  The health screening examination shall consist of:
                      comprehensive health and developmental history including
                      assessment of past medical history, developmental history
                      and behavioral health status; comprehensive unclothed
                      physical examination; developmental assessment;
                      nutritional assessment; appropriate immunizations
                      according to the appropriate Recommended Childhood
                      Immunization Schedule for the United States; laboratory
                      testing (including blood lead test where required); health
                      education (including anticipatory guidance); dental
                      screening (including a direct referral to a dentist for
                      members beginning at 3 years of age or earlier as
                      indicated); vision screening including objective testing
                      when required; and hearing screening including objective
                      testing, when required; diagnosis and treatment; and
                      referral and follow-up, as appropriate.

                  b.  Members shall be informed by the agency through its fiscal
                      agent, of screenings due in accordance with the
                      periodicity schedule as specified in the Medicaid Child
                      Health Check-Up Coverage and Limitations Handbook. The
                      plan is required to contact members and follow-up on the
                      state-issued CHCUP letter to encourage the member to come
                      in for a health assessment and preventive care.

                  c.  Members must be referred to appropriate service providers
                      for further assessment and treatment of conditions found
                      in the examination within an outer limit of six months
                      after the request for a CHCUP.

                                        9

<PAGE>

July 2002                                                  Medicaid HMO Contract

                  d.  Members must be offered scheduling assistance to make
                      medical appointments and to obtain transportation.

                  e.  This service includes the maintenance of a coordinated
                      system to follow the member through the entire range of
                      screening and treatment, as well as supplying CHCUP
                      training to providers.

                  f.  In accordance with Section 409.912(25), F.S., the plan
                      shall achieve a CHCUP screening rate of at least 60
                      percent for those members who are continuously enrolled
                      for at least eight (8) months. This screening compliance
                      rate shall be based on the CHCUP screening data reported
                      by the plan pursuant to Section 60.0, Reporting
                      Requirements of this contract, and the data reported shall
                      be monitored by the agency for accuracy. If the plan did
                      not achieve the 60 percent screening ratio upon completion
                      of the CHCUP Report, the plan must complete the CHCUP
                      Report - 60% Screening Ratio Template. If the plan still
                      does not achieve the 60% screening ratio, a corrective
                      action plan is required to be filed with the agency no
                      later than February 15. Any data reported that is found to
                      be inaccurate shall be disallowed by the agency and the
                      agency may consider such findings as being in violation of
                      the contract (refer to Section 70.17, Sanctions).

                      In addition to the above requirement, the plan shall adopt
                      annual screening and participation goals to achieve at
                      least an 80 percent CHCUP screening and participation rate
                      in accordance with Section 5360, Annual Participation
                      Goals, of the State Medicaid Manual.

10.8.2            DENTAL SERVICES (OPTIONAL)

                  Dental services are defined in the Medicaid Dental Coverage
                  and Limitations Handbook. Children's Medicaid dental services
                  include diagnostic services, preventive treatment, restorative
                  treatment, endodontic treatment, periodontal treatment,
                  restorative treatment, surgical procedures and/or extractions,
                  orthodontic treatment and complete and partial dentures for
                  recipients under age 21. Complete and part denture relines and
                  repairs are also included, as well as adjunctive and emergency
                  services. Adult services include medically necessary,
                  emergency dental procedures to alleviate pain or infection.
                  Emergency dental care shall be limited to emergency oral
                  examinations, necessary radiographs, extractions, and incision
                  and drainage of abscess.

10.8.3            DIABETES SUPPLIES AND EDUCATION

                  In the same manner as specified in Section 641.31(26), F.S.,
                  the plan shall provide coverage for medically appropriate and
                  necessary equipment, supplies, and services used to treat
                  diabetes, including outpatient self-management training and
                  educational services, if the member's primary care physician,
                  or the physician to whom the patient has been referred who
                  specializes in treating diabetes, certifies that the
                  equipment, supplies and services are necessary.

10.8.4            FAMILY PLANNING SERVICES

                  These services are rendered for the purposes of enabling
                  eligible recipients to make comprehensive, informed decisions
                  about family size and/or spacing of births as specified in the
                  Medicaid coverage and limitations handbooks. The provider
                  provides the following minimum services: plan and referral;
                  education and counseling; initial examination; diagnostic
                  procedures and routine laboratory studies; contraceptive drugs
                  and supplies; and follow-up care in accordance with the
                  Medicaid Physicians Coverage and Limitations Handbook. Policy
                  requirements include:

                  a.  The plan shall furnish the services on a voluntary and
                      confidential basis.

                  b.  The plan shall allow members full freedom of choice of
                      family planning methods covered under the Medicaid
                      program, including Medicaid covered implants, when there
                      are no medical contra-indications.

                  c.  In accordance with Section 381.0051, F.S., the plan shall
                      render these services to eligible members under the age of
                      18 provided the member is married, a parent, pregnant, has
                      written consent by a

                                       10

<PAGE>

July 2002                                                  Medicaid HMO Contract

                      parent or legal guardian, or in the opinion of a
                      physician, the member may suffer health hazards if the
                      service is not provided.

                  d.  The provisions of this subsection shall not be interpreted
                      so as to prevent a provider or other person from refusing
                      to furnish any contraceptive or family planning service,
                      supplies, or information for medical or religious reasons;
                      and the provider or other person shall not be held liable
                      for such refusal.

                  e.  Pursuant to 42 CFR 431.51(b)(2), the plan shall allow
                      each member to obtain family planning services from any
                      participating Medicaid provider and require no prior
                      authorization for such services. If the member receives
                      services from a non-plan Medicaid provider, then the plan
                      must reimburse at the Medicaid reimbursement rate, unless
                      another payment rate is negotiated.

                  f.  In accordance with Section 409.912(32)(e) and (f), the
                      plan shall make available and encourage all pregnant women
                      and mothers to receive, and provide documentation in the
                      medical records to reflect scheduled postpartum visits for
                      the purpose of voluntary, family planning, including
                      discussion of all methods of contraception, as
                      appropriate, and

                      counseling and services for family planning to all women
                      and their partners.

10.8.5            FREESTANDING DIALYSIS FACILITY SERVICES

                  Program requirements are specified in Section 409.906(9),
                  F.S., and the Freestanding Dialysis Center Services Coverage
                  and Limitations Handbook. Such services must be provided in
                  accordance with the policy and service provisions specified by
                  fee-for-service Medicaid.

10.8.6            HEARING SERVICES

                  These services include a hearing evaluation, diagnostic
                  testing and selective amplification procedures necessary to
                  certify an individual for a hearing aid device, and fitting
                  and dispensing of hearing aids and repair services as
                  specified in the Medicaid Hearing Coverage and Limitations
                  Handbook. Medical and surgical treatment for hearing disorders
                  is part of physician services. All members are eligible for
                  these services, including children.

10.8.7            HOME HEALTH CARE SERVICES AND DURABLE MEDICAL EQUIPMENT

                  These services are intermittent nursing services by a
                  registered nurse or licensed practical nurse and/or personal
                  care services by a home health aide with accompanying
                  necessary medical supplies, appliances and durable equipment
                  appropriate for use in the recipient's home. These services
                  are provided for eligible recipients primarily to maintain
                  physical and emotional comfort and to assist the recipient
                  toward independent living in a safe environment as specified
                  in the Medicaid Home Health Services Coverage and Limitations
                  and the Durable Medical Equipment (DME)/Medical Supplies
                  Services Coverage and Limitations Handbook. Policy
                  requirements include, but are not limited to:

                  a.  All services and medical equipment furnished by the plan
                      shall be contained in a written plan of treatment
                      certified by a physician and re-certified at least

                      every 62 days or whenever the member's condition for home
                      health services changes,

                      every 6 months for medical supplies; every year for other
                      equipment.

                  b.  Services rendered by a home health aide shall be under the
                      continuous supervision of a registered nurse.

                  c.  All services provided to certified home bound patients
                      shall be prescribed by a physician. Provision of medically
                      necessary supplies/DME does not require a recipient to be
                      homebound.

                                       11

<PAGE>

July 2002                                                  Medicaid HMO Contract

                  d.  Medical equipment as specified in the DME/Medical Supplies
                      Services Coverage and Limitations Handbook.

10.8.8            HOSPITAL SERVICES

10.8.8.1          INPATIENT

                  These services are medically necessary services ordinarily
                  furnished by a state licensed acute care hospital for the
                  medical care and treatment of inpatients provided under the
                  direction of a physician or dentist in a hospital maintained
                  primarily for the care and treatment of patients with
                  disorders other than mental diseases. Inpatient hospital
                  services include but are not limited to medical supplies,
                  diagnostic and therapeutic services, use of facilities, drugs
                  and biologicals, room and board, nursing care and all supplies
                  and equipment necessary to provide adequate care as specified
                  in the Medicaid Hospital Coverage and Limitations Handbook.
                  This service includes inpatient care for any diagnosis
                  including psychiatric and mental health (Baker Act and
                  non-Baker Act), tuberculosis and renal failure when provided
                  by general acute care hospitals in both emergent and
                  non-emergent conditions. Inpatient hospital services include
                  rehab hospital care. Rehab inpatient care days are also
                  counted as inpatient hospital days. The plan may provide
                  services in a nursing home as downward substitution for
                  inpatient care. Such services shall not be counted as
                  inpatient hospital days.

                  The service also includes the following:

                  a.  Medically necessary and appropriate transplants: bone
                      marrow, all ages; cornea, all ages; and kidney, all ages.
                      For other transplants not covered by Medicaid, the
                      evaluations, pre-transplant care and post-transplant
                      follow-up care are covered by Medicaid and, therefore,
                      must be covered by the plan even though the transplant
                      procedure is not covered. Transplant service components
                      are also covered under outpatient services, physician
                      services and prescribed drug services per the applicable
                      Medicaid coverage and limitations handbooks.

                      The plan is not responsible for the cost of transplant
                      evaluations, pre-transplant care and post transplant
                      follow-up when an adult member (age 21 and over) is listed
                      with the United Network for Organ Sharing (UNOS) as a
                      level 1A, 1B, or 2 candidate for heart transplant. The
                      plan must disenroll these members at the conclusion of the
                      transplant evaluation and cannot re-enroll the member
                      until at least one year post transplant.

                      The plan is not responsible for the cost of a completed
                      adult heart transplant evaluation regardless of whether or
                      not the recipient was determined a candidate for a
                      transplant. The plan is responsible for the cost of adult
                      heart transplant evaluations that are not completed for
                      any reason.

                      The plan is not responsible for the cost of pre-transplant
                      care and post transplant follow-up when a member has been
                      listed as a candidate for a pediatric heart, lung or
                      heart/lung transplant (ages 20 and under) or a liver
                      transplant (all ages). If, at the conclusion of the
                      transplant evaluation, the recipient is listed with UNOS
                      as a level 1A, 1B or 2 for heart, lung or heart/lung or
                      1, 2A, 2B, for a liver transplant, the plan will disenroll
                      the recipient. The recipient will have the option to
                      re-enroll at one year post transplant. The plan is
                      responsible for the cost of the above transplant
                      evaluations.

                  b.  Physical therapy services when necessary and provided
                      during a member's inpatient stay.

                  c.  The plan shall be at risk for the provision of up to 45
                      days of inpatient hospital care for each enrolled member,
                      as determined necessary by the physician responsible for
                      discharging an enrolled member from the hospital.

                  d.  The plan shall provide up to 45 days of inpatient coverage
                      per member from July 1 or the initial date of enrollment
                      whichever comes later, continuing through June 30. The
                      plan shall be responsible for reporting inpatient days
                      used and reimbursed in accordance with Section 60.2.1,
                      Enrollment, Disenrollment, and Cancellation Report for
                      Payment.

                                       12

<PAGE>

July 2002                                                  Medicaid HMO Contract

                  e.  The plan shall provide up to 28 inpatient hospital days in
                      an inpatient hospital substance abuse treatment program
                      for pregnant substance abusers who meet ISD Criteria with
                      Florida Medicaid modifications as specified in the manual,
                      Utilization Control for Inpatient Hospitals, January 1999.
                      In addition, the plan shall provide inpatient hospital
                      treatment for severe withdrawal cases exhibiting medical
                      complications which meet the severity of illness criteria
                      under the alcohol/substance abuse system-specific set
                      which generally requires treatment on a medical unit where
                      complex medical equipment is available. Withdrawal cases
                      (not meeting the severity of illness criteria under the
                      alcohol/substance abuse criteria) and substance abuse
                      rehabilitation (other than for pregnant women), including
                      court ordered services, are not covered in the inpatient
                      hospital setting. Such inpatient hospital care shall be
                      included in the 45 days of inpatient hospital care for
                      which the plan is at risk, as specified in c. and d.
                      above.

                  f.  The plan is responsible for the cost of transporting a
                      member from a non-participating facility or hospital to a
                      participating facility or hospital if the reason for
                      transport is solely for the plan's convenience, regardless
                      of whether the plan covers Medicaid transportation
                      services.

                  g.  The plan shall adhere to the provisions of the Newborns'
                      and Mothers' Health Protection Act (NMHPA) of 1996
                      regarding postpartum coverage for mothers and their
                      newborns and comply with the provisions of Section
                      641.31(18), F.S.

                      1.  The plan shall provide for at least a 48-hour hospital
                          length of stay following a normal vaginal delivery,
                          and at least a 96-hour hospital length of stay
                          following a cesarean section. In connection with
                          coverage for maternity care, the hospital length of
                          stay is required to be decided by the attending
                          provider in consultation with the mother.

                      2.  The plan shall prohibit the following practices:

                             Denying the mother or newborn child eligibility, or
                             continued eligibility, to enroll or renew coverage
                             under the terms of the plan, solely for the purpose
                             of avoiding the NMHPA requirements;

                             Providing monetary payments or rebates to mothers
                             to encourage them to accept less than the minimum
                             protections available under NMHPA;

                             Penalizing or otherwise reducing or limiting the
                             reimbursement of an attending provider because the
                             provider provided care in a manner consistent with
                             NMHPA;

                             Providing incentives (monetary or otherwise) to an
                             attending provider to induce the provider to
                             provide care in a manner inconsistent with NMHPA;

                             Restricting benefits for any portion of the 48-hour
                             (or 96-hour) period prescribed by NMHPA in a manner
                             that is less favorable than the benefits provided
                             for any preceding portion of the hospital stay.

10.8.8.2          OUTPATIENT

                  Outpatient hospital services are preventive, diagnostic,
                  therapeutic, or palliative care under the direction of a
                  physician at a licensed acute care hospital. Such outpatient
                  hospital services include emergency room, dressings, splints,
                  oxygen and physician ordered services and supplies necessary
                  for the clinical treatment of a specific diagnosis or
                  treatment as specified in the Medicaid Hospital Coverage and
                  Limitations Handbook. Emergency medical services as defined in
                  Section 100.0, Glossary, of this contract, are specified in
                  the Medicaid Hospital Coverage and Limitations Handbook and
                  Section 20.10, Emergency Care Requirements. Policy
                  requirements include:

                  a.  The plan shall provide outpatient hospital services and
                      emergency medical care services as medically necessary and
                      appropriate and without any specified dollar limitation.

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July 2002                                                  Medicaid HMO Contract

                  b.  The plan shall cover the cost to all members of any
                      medically necessary duration of stay in a non-designated
                      facility which resulted from a medical emergency until
                      such time as they can be safely transported to a plan
                      facility.

                  c.  The plan shall have a procedure for the authorization of
                      dental care and associated ancillary services provided in
                      an outpatient hospital setting if that care meets the
                      following requirements;

                          is provided under the direction of a dentist at a
                          licensed hospital;

                          is medically necessary or, if not usually considered
                          medically necessary, is considered medically necessary
                          in a hospital setting due to the recipient's
                          disability, the recipient's mental health condition,
                          or the recipient's abnormal behavior due to emotional
                          instability or a developmental disability, which
                          necessitates the services being provided in a
                          hospital.

10.8.8.3          HOSPITAL ANCILLARY SERVICES

                  Ancillary services which are provided by the hospital include,
                  but are not limited to, radiology, pathology, neurology,
                  neonatology and anesthesiology. When the plan or plan's
                  authorized physician authorizes these services (either
                  inpatient or outpatient), the plan must reimburse the
                  professional component of the service at the Medicaid line
                  item rate, unless another reimbursement rate has been
                  negotiated. This is also required for emergency services
                  rendered by non-plan physicians for ancillary services
                  provided in a hospital setting.

10.8.9            IMMUNIZATIONS

                  In accordance with Section 1905(r)(1) of the Social Security
                  Act, the plan shall participate or direct its providers to
                  participate in the Vaccines For Children Program (VFC), the
                  program administered by the Department of Health (DOH), Bureau
                  of Immunizations, which provides vaccines at no charge to
                  physicians, and eliminates any need to refer children to
                  county health departments (CHD) for immunizations. The plan is
                  required to:

                  a.  Provide immunizations in accordance with the childhood
                      immunization schedule as approved by the Advisory
                      Committee on Immunization Practices of the U.S. Public
                      Health Service and the American Academy of Pediatrics or
                      when it is shown to be medically necessary for the child's
                      health in accordance with Section 409.912(32)(d), F.S.

                  b.  Document that the plan is enrolled in the VFC program or
                      that its physicians have directly enrolled.

                  c.  Ensure its physicians have a sufficient supply of vaccines
                      from the plan if the plan is the VFC enrollee. If the
                      plan's physicians are directly enrolled in the VFC
                      program, they shall be directed to maintain adequate
                      vaccine supplies.

                  d.  Pay no more than the Medicaid program vaccine
                      administration fee of $ 10.00 per administration unless
                      another rate is negotiated with the provider.

                  Title XXI MediKids participants do not qualify for the
                  Vaccines for Children Program as specified in this section.
                  For immunizations provided to Title XXI MediKids participants,
                  the plan shall advise providers to bill Medicaid
                  fee-for-service directly at a rate determined by the agency.
                  The administration fee is included in the capitation rates for
                  both Title XXI MediKids and Title XIX Medicaid programs.

10.8.10           INDEPENDENT LABORATORY AND PORTABLE X-RAY SERVICES

                  These services are medically necessary and appropriate
                  diagnostic laboratory procedures and portable x-rays ordered
                  by a physician or other licensed practitioner of the healing
                  arts. Policies, procedures and services covered by each
                  program are described in the Medicaid Independent Laboratory
                  Services Coverage and Limitations Handbook; and the Portable
                  X-Ray Services Coverage and Limitations Handbook.

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July 2002                                                  Medicaid HMO Contract

                  The programs encompass only those services approved by
                  Medicaid for a licensed independent laboratory or portable
                  x-ray company under the related service requirements and
                  limitations described in the coverage and limitations
                  handbooks. Laboratory and x-ray services provided by a
                  hospital, clinic or Medicaid provider enrolled as a physician
                  services provider are not included in these programs. Such
                  services provided by a hospital, physician or clinic are
                  included in the definition of hospital, physician or clinic,
                  as appropriate. In addition, such services provided via a
                  hospital setting are also discussed under Section 10.8.8.3,
                  Hospital Ancillary Services. Policy requirements include:

                  a.  The plan must furnish, at a minimum, those laboratory and
                      portable x-ray procedures currently covered by the
                      independent laboratory and portable x-ray programs as
                      described in their respective handbooks.

                  b.  The plan shall pay for laboratory tests provided by public
                      providers as specified in Section 20.8.9, Public Provider
                      Claims, without prior authorization as specified in
                      Section 110.3, Laboratory Tests And Associated Office
                      Visits To Be Paid By Plan Without Prior Authorization When
                      Initiated By County Health Department.

10.8.11           PHYSICIAN SERVICES

                  Physician services are those services and procedures rendered
                  by a licensed physician at a physician's office, patient's
                  home, hospital, nursing facility or elsewhere when dictated by
                  the need for preventive, diagnostic, therapeutic or palliative
                  care, or for the treatment of a particular injury, illness or
                  disease as specified in the Medicaid Physician Coverage and
                  Limitations Handbook. For purposes of this contract advanced
                  registered nurse practitioner (ARNP) services, physician
                  assistant services (PA), podiatry services, ambulatory
                  surgical centers service, CHD services, rural health clinic
                  services, federally qualified health center (FQHC) services,
                  birthing center services (including the services of certified
                  nurse midwives licensed under Chapter 464, F.S., and midwives
                  licensed under Chapter 467, F.S.), and chiropractic services
                  are included as physician services because they can be
                  provided by a physician and, as such, are included in the
                  capitation rate paid to the plan. These services must be
                  provided as specified in the appropriate Medicaid coverage and
                  limitations handbook. Their listing does not mean that the
                  services must be performed by the indicated professional
                  category or at the indicated location. Policy requirements
                  include:

                  a.  The plan shall furnish the full range of the preventive
                      medicine services program component. (See Section 110.2,
                      Preventive Medicine.)

                  b.  The plan shall furnish psychiatrist services as medically
                      necessary for Medicaid recipients, which may be rendered
                      in the psychiatrist's office or in an outpatient or
                      inpatient setting.

                  c.  The plan shall exclude the provision of experimental and
                      clinically unproven procedures. (See Section 409.905,
                      F.S.)

                  d.  The plan shall provide for adult health screenings as
                      specified in the Physician Coverage and Limitations
                      Handbook. A sample adult health screening can be found as
                      in Section 110.6, Sample HMO Adult Health Screening.

                  e.  The provisions of Sections 641.19, 641.31 and 641.51, F.S.
                      are incorporated by reference and as such the plan shall
                      allow members to use network chiropractic, dermatological
                      services, podiatric services, and OB/GYN services without
                      authorization.

                  f.  Pursuant to Section 4712 of the Balanced Budget Act of
                      1997, plans contracting with FQHCs and rural health
                      clinics (RHCs) must reimburse those entities at rates
                      comparable to those rates paid for similar services in the
                      FQHC's or RHC's community. The plan shall report quarterly
                      to the agency the payment rates and the payment amounts
                      made to FQHCs and RHCs for contractual services provided
                      by these entities.

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<PAGE>

July 2002                                                  Medicaid HMO Contract

                  g.  Notwithstanding subsection 20.8.9, Public Provider Claims,
                      without prior authorization, the plan (?) pay, at the
                      contracted rate or the Medicaid fee-for-service rate, all
                      valid claims initiated in any CHD for office visits,
                      prescribed drugs, and laboratory services directly related
                      to DCF emergency shelter medical screening, and
                      tuberculosis as specified in Section 110.3, Laboratory
                      Tests And Associated Office Visits To Be Paid By Plan
                      Without Prior Authorization When Initiated By County
                      Health Department, once the CHD has notified the plan and
                      has provided the plan's primary care provider with results
                      of such testing and the associated office visit.
                      Reimbursement by the plan for such services is required
                      only if the CHD provides the plan with copies of the
                      appropriate medical record.

                  h.  The plan shall have a procedure for the authorization of
                      medically necessary dental care and associated ancillary
                      services a provided in licensed ambulatory surgical center
                      settings if that care is provided under the direction of a
                      dentist as described in State Plan. Medical necessity
                      shall be determined in accordance with Section 641.31(34),
                      F.S.

10.8.11.1         PREGNANCY RELATED REQUIREMENTS

                  a.  Florida's Healthy Start Prenatal Risk Screening.

                      The plan shall ensure that the provider offers, as
                      required by Section 383.14, F.S., and Rule 10J-8.010,
                      F.A.C., Florida's Healthy Start prenatal risk screening to
                      each member who is pregnant as part of her first prenatal
                      visit. The plan shall ensure the provider uses the DOH
                      prenatal risk DH Form 3134, which can be obtained from the
                      local county health department. The plan shall ensure the
                      provider retains a copy of the completed screening
                      instrument in the member's medical record and shall
                      provide a copy to the member. The plan shall ensure the
                      provider submits the completed DH Form 3134 to the county
                      health department in the county where the prenatal screen
                      was completed within ten business days of completion. The
                      plan is strongly encouraged to collaborate with the
                      Healthy Start care coordinator within the patient's county
                      of residence to assure risk-appropriate care is delivered.

                  b.  Florida's Healthy Start Infant (Postnatal) Screening
                      Instrument.

                      Risk factor information for the Florida's Healthy Start
                      Infant (Postnatal) Risk Screening Instrument (DH Form
                      3135) is taken from the Certificate of Live Birth and is
                      generally completed by the staff who complete the
                      Certificate of Live Birth. Plans providing birthing
                      services shall ensure the provider completes Florida's
                      Healthy Start Infant (Postnatal) Risk Screening Instrument
                      on each live birth and offer the family referral to
                      further Healthy Start services as appropriate. The plan
                      must ensure the provider submits the Infant (Postnatal)
                      Risk Screening Instrument with the Certificate of Live
                      Birth to the CHD in the county where the infant was born.
                      DH Form 3135 can be obtained from the local county health
                      department. The plan shall ensure the provider retains a
                      copy of the completed screening instrument in the member's
                      medical record and provide a copy to the member.

                  c.  Pregnant women or infants who do not score high enough to
                      be eligible for Healthy Start care coordination may be
                      referred for services regardless of their score on the
                      Healthy Start risk screen in the following ways:

                      1.  If the referral is to be made at the same time the
                          risk screen is administered, the provider may indicate
                          on the risk screening form that the woman or infant is
                          invited to participate based on factors other than
                          score.

                      2.  If the determination is made subsequent to risk
                          screening, the provider may directly refer the woman
                          or infant to the Healthy Start care coordination
                          provider based on assessment of actual or potential
                          factors associated with high risk, such as HIV,
                          Hepatitis B, substance abuse, or domestic violence.

                  d.  The plan shall refer all pregnant, breastfeeding and
                      postpartum women, infants and children up to age five to
                      the local Women, Infants and Children (WIC) office. For
                      the initial referral for WIC certification, the plan must
                      complete the Florida WIC program Medical Referral Form
                      with the current

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<PAGE>

July 2002                                                  Medicaid HMO Contract

                      height or length and weight (taken within 60 days of the
                      WIC appointment); hemoglobin or hematocrit (see chart
                      below); and any identified medical/nutritional problems.
                      For subsequent WIC certifications the plan shall encourage
                      its providers to coordinate with the local WIC office to
                      provide the above referral data from the most recent
                      CHCUP. Each time a WIC Referral Form is completed, the
                      plan shall ensure the provider gives a copy of the WIC
                      Referral Form to the member and retains a copy in the
                      member's medical record.

<TABLE>
<CAPTION>
WIC CATEGORY                                         WIC BLOOD WORK SCREENING SCHEDULE
------------                                         ---------------------------------
<S>                                                  <C>
Pregnant Woman                                       Once during the current pregnancy

Breastfeeding Woman up to 1 year postpartum          Once after delivery

Postpartum Woman (not breastfeeding) up              Once after delivery/termination of pregnancy
to 6 months postpartum

Infant                                               Once between 6-12 months of age (preferably
                                                     between 9-12 months)

Child 1-2 years                                      Once, preferably between 15-18 months

Child 2-5 years                                      Once every year unless an abnormal value is
                                                     found, (<11.1gm/dl hemoglobin, <33% hematocrit)
                                                     then a follow-up blood test is required at six month
                                                     intervals
</TABLE>

                  e.  The plan shall ensure the provider provides, as required
                      by Chapter 381, F.S., all women of childbearing age HIV
                      counseling and offer them HIV testing. The plan shall
                      ensure providers give all pregnant women who are
                      HIV-infected counseling and offer them the anti-retroviral
                      regimen recommended by the U.S. Department of Health and
                      Human Services, Centers for Disease Control and Prevention
                      guidelines from the Morbidity and Mortality Weekly Report
                      entitled Public Health Service Task Force Recommendations
                      for the Use of Antiretroviral Drugs in Pregnant Women
                      Infected with HIV-1 for Maternal Health and for Reducing
                      Perinatal HIV-1 Transmission in the United States. A copy
                      of the guidelines can be obtained from the DOH, Bureau of
                      HIV/AIDS at (850) 488-9766, or from the CDC website
                      http://www.cdc.gov. Pregnant women who test positive and
                      their infants shall be referred for Healthy Start
                      regardless of their Healthy Start screening score.

                  f.  The plan shall encourage all women receiving prenatal care
                      to be screened for the hepatitis B surface antigen
                      (HBsAg). Women who are HBsAg-positive shall be referred to
                      Healthy Start regardless of their Healthy Start screening
                      score. Children born to HBsAg-positive members shall
                      receive Hepatitis B Immune Globulin (HBIG) and the
                      hepatitis B vaccine series according to the guidelines
                      established by the Advisory Committee on Immunization
                      Practices.

                  g.  The plan shall allow pregnant women to choose the plan's
                      contracted or staff OB/GYNs as their primary care
                      physicians to the extent that the OB/GYN is willing to
                      participate as a primary care provider. The plan shall not
                      require more restrictive authorization criteria for OB/GYN
                      primary care physicians than it has for non-OB/GYN primary
                      care physicians. If the plan requires prior authorization
                      for ancillary services, it may require that an OB/GYN
                      obtain prior authorization for certain pregnancy-related
                      ancillary services (such as non-stress-tests,
                      ultrasounds), and amniocentesis.

10.8.12           PRESCRIBED DRUG SERVICES

                  These services are defined as those products and services
                  associated with the dispensing of medicinal drugs pursuant to
                  a valid prescription as defined in Chapter 465, F.S. (the
                  "Florida Pharmacy Act"). This benefit generally includes all
                  legend drugs dispensed to members in outpatient settings and
                  includes patent or proprietary preparations as well. Covered
                  drugs, injectables, food supplements and other prescribed drug
                  services are described in the Prescribed Drugs Services
                  Coverage, Limitations and Reimbursement Handbook. These
                  services also include payment for Medicaid reimbursable
                  psychotropic drugs. Policy requirements include:

                  a.  The plan shall make available those drugs and dosage forms
                      currently covered by the Medicaid Program.

                                       17

<PAGE>

July 2002                                                  Medicaid HMO Contract

                  b.  The plan shall not arbitrarily deny or reduce the amount,
                      duration, or scope of prescriptions solely because of the
                      diagnosis, type of illness, or condition. The plan may
                      place appropriate limits on prescriptions based on
                      criteria such as medical necessity or for the purpose of
                      utilization control, provided the services can reasonably
                      be expected to achieve the purpose set forth in the State
                      Plan. The plan may not place limits on prescription drugs
                      listed in Section 409.912(37)(a)1., F.S., such as
                      anti-psychotics, anti-depressants and HIV-specific
                      anti-retrovirals.

                  c.  The plan's pharmacy benefit shall comply with all
                      applicable federal and state laws. The plan shall submit
                      for agency review and approval a description of its
                      pharmacy benefit, including but not limited to its
                      formulary and prior authorization process. This
                      information must be submitted to the agency within 30 days
                      following the effective date of this contract and prior to
                      any changes.

                  d.  The plan shall provide one course of twelve weeks duration
                      or the manufacturer's recommendation per year of nicotine
                      replacement therapy, either nicotine transdermal patches
                      or nicotine gum, to members who are currently smoking and
                      desire to quit smoking in accordance with the Medicaid
                      Prescribed Drug Services Coverage, Limitations and
                      Reimbursement Handbook.

10.8.13           THERAPY SERVICES

                  Medicaid therapy services provide physical, speech-language
                  (including augmentative and alternative communication
                  systems), occupational and respiratory therapies. Medicaid
                  pays only for therapy services that are medically necessary
                  for the provision of therapy evaluations and individual
                  therapy treatment. Medicaid therapy services are limited to
                  children and young people who are under the age of 21 as
                  specified in the Therapy Services Coverage and Limitations
                  Handbook. In addition, adults are covered for physical and
                  respiratory therapy services under the outpatient hospital
                  services program as specified in the Medicaid Hospital
                  Coverage and Limitations Handbook. Policy requirements
                  include:

                  a.  Members must be referred to appropriate service providers
                      for further assessment and treatment of conditions.

                  b.  Members must be offered scheduling assistance in making
                      treatment appointments and obtaining transportation.

                  c.  This service includes the maintenance of a coordinated
                      system to follow the member through the entire range of
                      screening and treatment.

                  d.  The agency shall reimburse schools participating in the
                      certified school match program pursuant to Sections
                      236.0812 and 409.908, F.S., for school-based therapy
                      services rendered to members in accordance with Section
                      20.8.10, Certified School Match Program.

10.8.14           TRANSPORTATION SERVICES (OPTIONAL)

                  These services are the arrangement and provision of an
                  appropriate mode of transportation for members to receive
                  necessary medical care services. Types of transportation
                  services include: ambulance, non-emergency medical vehicles,
                  public and private transportation vehicles and air ambulances
                  as specified in the Medicaid Transportation Coverage and
                  Limitations Handbook. Policy requirements include:

                  a.  The plan must assure that providers of transportation are
                      appropriately licensed and insured in accordance with the
                      provisions of the Medicaid Transportation Coverage and
                      Limitations Handbook.

                  b.  The plan must provide transportation for its members
                      seeking necessary Medicaid services whether or not those
                      services are covered under terms of this contract.

                  c.  The plan is not required to follow the requirements of the
                      Commission for the Transportation Disadvantaged or the
                      Transportation Coordinating Boards as set forth in Chapter
                      427, Florida Statutes.

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<PAGE>

July 2002                                                  Medicaid HMO Contract

                  d.  The plan will be responsible for the cost of transporting
                      a member from a non-participating facility or hospital to
                      a participating facility or hospital if the reason for
                      transport is solely for the plan's convenience, regardless
                      of whether the plan covers Medicaid transportation
                      services.

10.8.15           VISUAL SERVICES

                  These services include a visual examination; the fitting,
                  dispensing, and adjustment of eyeglasses; follow-up
                  examinations, and contact lenses as specified in the Medicaid
                  Visual and Optometric Services Coverage and Limitations
                  Handbooks. Examinations for eye diseases and treatment are
                  part of the physician and optometric services programs.
                  Specific information to order glasses is available in Chapter
                  4 of the handbook. Lenses must meet American National
                  Standards Institute (ANSI) standards. Eyeglasses are available
                  through Prison Rehabilitative Industries and Diversified
                  Enterprise (PRIDE) or may be purchased elsewhere if available
                  at lower prices for comparable quality than those charged by
                  the Division of Corrections optical laboratory. An abbreviated
                  list of products/services available from PRIDE may be obtained
                  by contacting PRIDE's Tallahassee branch office at (850)
                  487-3774 or Suncom 277-3774. (See paragraph I.K.1.,
                  (Purchasing-Pride) page two of the core contract.)

10.9              QUALITY AND BENEFIT ENHANCEMENTS

                  In addition to those covered services specified in this
                  section, the plan shall offer those quality and benefit
                  enhancements to enrolled Medicaid recipients as specified
                  below. Quality and benefit enhancements shall be offered in
                  community settings that are accessible to members. The plan
                  shall inform members and providers of the quality and benefit
                  enhancement programs, and how to access those services,
                  through the member and provider handbooks. The plan shall
                  develop and maintain written policies and procedures to
                  implement these enhancements. Annual training of providers
                  that is sponsored by multiple plans shall meet the provider
                  training requirements for the programs listed below provided
                  that the plan is a co-sponsor of the training. The plan is
                  encouraged to actively collaborate with community agencies and
                  organizations, including county health departments, local
                  Early Intervention Programs, Healthy Start Coalitions, and
                  local school districts in offering these services. If the plan
                  involves the member in existing community programs for
                  purposes of meeting the quality and benefit enhancements
                  requirements, the plan is encouraged to document referrals and
                  follow-up on the member's receipt of services from the
                  community provider.

                  CHILDREN'S PROGRAMS: The plan shall provide regular general
                  wellness programs targeted specifically towards plan members
                  from birth to the age of five or the plan shall mAKE A good
                  faith effort to involve members in existing community
                  children's programs. Programs shall promote increased
                  utilization of prevention and early intervention services for
                  at risk families with children in the target population. The
                  plan shall pay for services recommended by the Early
                  Intervention Program when they are covered services and
                  medically necessary. The plan shall offer annual training for
                  providers that promotes proper nutrition, breastfeeding,
                  immunizations, CHCUP, wellness, prevention and early
                  intervention services.

                  DOMESTIC VIOLENCE: The plan shall have primary care physicians
                  screen members for signs of domestic violence, and shall offer
                  referral services to applicable domestic violence prevention
                  community agencies.

                  PREGNANCY PREVENTION: Regularly scheduled pregnancy prevention
                  programs shall be conducted by the plan or the plan shall make
                  a good faith effort to involve members in existing community
                  pregnancy prevention programs, such as the Abstinence
                  Education Program. The programs shall be targeted towards teen
                  members, but shall be open to all members, regardless of age,
                  gender, pregnancy status or parental consent.

                  PRENATAL/POSTPARTUM PREGNANCY PROGRAMS: The plan shall provide
                  regular home visits, conducted by a home health nurse or aide,
                  and counseling and educational materials to pregnant members
                  and postpartum members who are not in compliance with the
                  plan's prenatal and postpartum programs. The plan shall
                  coordinate with the Healthy Start care coordinator to prevent
                  duplication of services.

                  SMOKING CESSATION: Regularly scheduled smoking cessation
                  programs shall be conducted by the plan as an option for all
                  plan members or the plan shall make a good faith effort to
                  involve members in existing

                                       19

<PAGE>

July 2002                                                  Medicaid HMO Contract

                  community smoking cessation programs. Members shall also have
                  access to smoking cessation counsel The plan shall provide
                  primary care physicians with the Quick Reference Guide, a
                  distilled version of the Public Health Service-sponsored
                  Clinical Practice Guideline, Treating Tobacco Use and
                  Dependence, to assist in identifying tobacco users and
                  supporting and delivering effective smoking cessation
                  interventions. Copies of this guide may be obtained by
                  contacting the DHHS, Agency for Health Care Research and
                  Quality (AHR) Publications Clearinghouse, at 1-800-358-9295 or
                  write to P.O. Box 8547, Silver Spring, MD 20907.

                  SUBSTANCE ABUSE: The plan shall have primary care physicians
                  screen members for signs of substance abuse as part of
                  prevention evaluation at the following times and in the
                  following circumstances: initial contact with a new enrollee;
                  routine physical examination; initial prenatal contact; when
                  the enrollee evidences serious overutilization of medical,
                  surgical, trauma, or emergency services; and when
                  documentation of emergency room visit suggests need. Targeted
                  members shall be asked to attend community or plan sponsored
                  substance abuse programs. The plan shall offer substance abuse
                  screening training to its providers on an annual basis. The
                  plan is encouraged to use the Florida Supplement to the
                  American Society of Addictions Medicine Patient Placement
                  Criteria for coordination and treatment of substance-related
                  disorders with substance abuse providers.

10.10             INCENTIVE PROGRAMS

                  The plan may offer incentives for members to receive
                  preventive care services. The plan shall receive written
                  approval from the agency prior to the use of any special
                  incentive items for members.

                  a.  Services which are eligible for incentive programs include
                      CHCUP, immunizations, adult health screenings, family
                      planning, prenatal care, smoking/tobacco cessation,
                      preventive health classes, health education for management
                      of chronic conditions, education in appropriate use of
                      plan services and adolescent/teen good citizen sessions.
                      All incentive programs must be approved, in writing, by
                      the agency prior to use.

                  b.  Incentives must have some health or child development
                      related function (e.g., clothing, food, safety devices,
                      infant care items, magazine subscriptions to publications
                      which devote at least 10 percent of their copy and ads to
                      health related subjects, membership in clubs advocating
                      educational advancement and healthy lifestyles, etc.).
                      Incentive dollar values must be in proportion to the
                      importance of the health service to be utilized (e.g., a
                      tee-shirt for attending one prenatal class but a car seat
                      for completion of a series of classes).

                  c.  Incentives shall be limited to a dollar value of $10,
                      except in the case of incentives for the completion of a
                      series of services, health education, classes, or other
                      educational activities, in which case the incentive shall
                      be limited to a dollar value of $30. A special exception
                      to the dollar value shall be made for infant car seats,
                      strollers, and cloth baby carriers or slings. Funds spent
                      on transportation of members to services or child care
                      provided during the provision of services shall not be
                      included in the dollar limits on incentives to use
                      services.

10.11             BEHAVIORAL HEALTH CARE

                  This section specifies the agency's behavioral health care
                  contract requirements by which the plan must abide for plan
                  members enrolled in counties in agency Areas 1 and 6. (also
                  upon implementation in Areas 5 and 8) In addition, the plan
                  must abide by Section 60.3, Behavioral Health Reporting
                  Requirements, for Areas 1 and 6 (also upon implementation in
                  Areas 5 and 8) members.

                  The plan shall provide medically necessary behavioral health
                  care services pursuant to this section for all members once it
                  has demonstrated its ability to provide such services. The
                  plan shall demonstrate its ability by the following: submittal
                  of a behavioral health services implementation plan that shall
                  be submitted to the agency, and through an agency conducted
                  on-site survey.

                                       20

<PAGE>

July 2002                                                  Medicaid HMO Contract

                  AH provisions in the Medicaid HMO contract that are not in
                  conflict with this section are still in effect and are to be
                  performed at the levels specified in the contract. Where there
                  is a conflict, the requirements in Section 10.11, Behavioral
                  Health Care, prevail.

10.11.1           SERVICE REQUIREMENTS (BEHAVIORAL HEALTH)

                  The plan, in addition to the provisions set forth in this
                  contract and elsewhere in this section, shall provide to Areas
                  1 and 6, (also, upon implementation of behavioral health
                  services in Areas 5 and 8) enrolled members a full range of
                  behavioral health care service categories authorized under the
                  State Medicaid Plan. The plan shall comply with the specific
                  service requirements as described in the general service
                  requirements of the PMHP RFP specific to the Medicaid Area
                  except as provided below:

                  The plan shall continue to provide Prescribed Drug Services in
                  accordance with Section 10.8.12 of this contract.

                  The plan shall continue to provide outpatient medical services
                  in accordance with Section 10.8.9.2 of this contract.

                  In addition to the above requirements, the plan shall also
                  adhere to the requirements specified below.

                  a.  Community Treatment of Patients Discharged from State
                      Mental Hospitals

                      The plan shall provide medically necessary behavioral
                      health services to members who have been discharged from
                      any state mental hospital. The plan of care shall be aimed
                      at encouraging the members to achieve a high quality of
                      life while living in the community in the least
                      restrictive environment which is medically appropriate;
                      and reducing the likelihood that these members shall be
                      readmitted to a state mental hospital.

                  b.  Evaluation and Treatment Services for Enrolled Children

                      The plan shall provide the medically necessary evaluation
                      and treatment services for children referred by DCF, DJJ,
                      and by the elementary, middle and secondary schools.

                      The plan shall establish medically necessary children's
                      services in such a way as to minimize disruption of
                      services available to high risk populations currently
                      served by DCF (e.g., children in delinquent programs, and
                      other in-reach initiatives in schools and housing
                      projects). The plan shall promptly evaluate, provide
                      psychological testing to, and serve children (including
                      delinquent and dependent children) referred by the
                      department in accordance with medical necessity, and
                      within the time limits specified in e. below.

                      The plan shall provide court-ordered evaluation and
                      treatment required for children who are members pursuant
                      to the specifications in the Medicaid Community Mental
                      Health Services Coverage and Limitations Handbook.

                      For any child receiving services through the plan, the
                      plan must participate in all DCF or school staffing that
                      may result in the provision of services for which the plan
                      is responsible. The plan shall refer children to DCF when
                      residential treatment is medically necessary. The plan
                      shall not be responsible for providing any residential
                      treatment for children enrolled in the plan. Placement
                      shall be coordinated with the appropriate DCF ADM or DJJ
                      district program office.

                      The plan's case management of children in the plan is to
                      include involvement of persons, schools, programs,
                      networks and agencies that figure importantly in the
                      child's life. The plan shall make determinations about
                      care based on a comprehensive evaluation, consultation
                      from the above parties, as indicated, and appropriate
                      protocols for admission and retention. The agency shall
                      monitor services for adequacy and conformity with
                      agreements.

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July 2002                                                  Medicaid HMO Contract

                  c.  Psychiatric Evaluations for Members Applying for Nursing
                      Home Admission

                      The plan shall, upon request from the Alcohol, Drug Abuse
                      and Mental Health District (ADM) Offices, promptly arrange
                      for and authorize psychiatric evaluations for members
                      applying for admission to a nursing facility pursuant to
                      OBRA 1987, and who, on the basis of a screening conducted
                      by CARES workers, are thought to need mental health
                      treatment. The examination shall be adequate to determine
                      the need for "specialized treatment" under the Act. State
                      regulations have been interpreted by the state to permit
                      any "mental health professional" defined under Section
                      394.455(2), F.S., to make the observations preparatory to
                      the evaluation, although a psychiatrist must sign such
                      evaluations. The plan shall not be responsible for annual
                      resident reviews or for providing services as a result of
                      a Pre-admission Screening Assessment Annual Resident
                      Review (PASSAR) evaluation.

                  d.  The plan shall operate, as part of its crisis
                      support/emergency services, a 24 hours a day, seven days a
                      week, crisis emergency hot-line to be available to all
                      members.

                  e.  The plan shall adhere to the minimum staffing,
                      availability, and access standards described in the
                      minimum access and staffing standards, of the Medicaid
                      PMHPs RFPs except for the following provisions: For a
                      rural county, the agency may waive the requirement, in
                      writing, that at least one board certified adult
                      psychiatrist and at least one board certified child
                      psychiatrist, or one who meets all education and training
                      criteria for board certification, are available within
                      thirty minutes typical travel time of all enrolled
                      recipients if a provider with this experience is not
                      available.

                  f.  For all members meeting the criteria for mental health
                      targeted case management as specified in the Medicaid
                      Targeted Case Management Coverage and Limitations
                      Handbook, the plan shall adhere to the staffing ratio of
                      at least 1 FTE behavioral health care case manager per 20
                      children, and at least 1 FIE behavioral care case manager
                      per 40 adults. Direct service behavioral health care
                      providers shall not be counted as behavioral health care
                      case managers.

10.11.2           NON COVERED SERVICES (BEHAVIORAL HEALTH)

                  If the plan determines the need for behavioral health services
                  not covered under the contract, the plan shall refer the
                  member to the appropriate service provider. The plan may
                  request the assistance of the Medicaid Field Office or the DCF
                  Districts' ADM offices for referral to the appropriate service
                  setting.

                  Long term care institutional services of a nursing home, an
                  institution for persons with developmental disabilities,
                  specialized therapeutic foster care, children's residential
                  treatment services, or state hospital services are not
                  covered. For members requiring those services, the plan shall
                  consult the Medicaid Field Office and/or the Districts' DCF
                  ADM offices to identify appropriate methods of assessment and
                  referral. The plan is responsible for transition and referral
                  to appropriate service providers. Members receiving those
                  services shall be disenrolled from the plan.

10.11.3           CARE COORDINATION AND MANAGEMENT (BEHAVIORAL HEALTH)

                  The plan shall be responsible for the coordination and
                  management of behavioral health care and continuity of care
                  for all enrolled Medicaid recipients through the following
                  minimum functions:

                  a.  Contacting each new member to authorize the release of
                      their clinical records within 30 days of enrollment and
                      for current members within 5 days after their first
                      behavioral health service provision. The plan shall then
                      request the clinical records from the previous behavioral
                      health care providers.

                  b.  Minimizing disruption to the member as a result of any
                      change in service provider or behavioral health care case
                      manager occurring as a result of this contract. For
                      current members, upon implementation of this attachment,
                      and for new members, thereafter, who have been receiving
                      behavioral health care services, the plan shall continue
                      to authorize and pay valid claims for services until the
                      plan has reviewed the member's treatment plan and
                      developed and implemented an appropriate written
                      transition plan. However, if the previous treating
                      provider is unable to allow the plan access to the

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July 2002                                                  Medicaid HMO Contract

                      member's clinical record because the member refuses to
                      release the medical record, then the plan shall be
                      responsible for up to four sessions of individual or group
                      therapy, or one psychiatric medical session, or two
                      one-hour Intensive Therapeutic On Site or Home and
                      Community Based Rehabilitative Sessions, or six days of
                      Day Treatment Services.

                  c.  Documenting in behavioral clinical records all member
                      emergency behavioral encounters and appropriate follow-up
                      and, where medical in nature, in the primary care
                      physician's medical record.

                  d.  Documenting all referral services in the members'
                      behavioral clinical records.

                  e.  Monitoring members admitted to state mental health
                      institutions as follows: the plan shall participate in
                      discharge planning and community placement of members who
                      are being discharged within sixty days of losing their
                      plan enrollment due to state institutionalization. The
                      agency may sanction the plan for any inappropriate
                      over-utilization of state mental hospital services for its
                      members.

                  f.  Coordinating hospital and/or institutional discharge
                      planning for psychiatric admissions and substance abuse
                      detoxification that includes appropriate post-discharge
                      care.

                  g.  Providing appropriate referral of the member for
                      non-covered services to the appropriate service setting,
                      and requesting referral assistance, as needed, from the
                      Medicaid Field Office. The plan is encouraged to use the
                      Florida Supplement to the American Society of Addictions
                      Medicine Patient Placement Criteria for coordination and
                      treatment of substance-related disorders with substance
                      abuse providers. Coordination of care with community-based
                      substance abuse agencies shall be included in protocols
                      developed for continuity of care practices for enrollees
                      with dual diagnoses of mental illnesses and substance
                      abuse or dependency.

                  h.  Entering, prior to commencement of services, into
                      agreements with agencies funded pursuant to Chapter 394,
                      Part IV, F.S., that shall not be a part of the plan's
                      provider network, regarding coordination of care and
                      treatment of members jointly or sequentially served. A
                      listing of these agencies is available at the Medicaid
                      Office. These agreements shall be approved by the agency.
                      The plan shall be released from this requirement by the
                      agency if good faith efforts are made by the plan and no
                      agreement is consummated.

                  i.  Providing court ordered mental health evaluations for its
                      members. The plan shall also provide expert mental health
                      testimony for its enrolled recipients.

                  j.  Providing appropriate screening, assessment, crisis
                      intervention and support for members who are in the care
                      and custody of the state pursuant to the specifications
                      indicated in the Medicaid Community Mental Health Services
                      Coverage and Limitations Handbook.

                  k.  Requesting current behavioral health provider information
                      from all new members upon enrollment. The plan shall
                      solicit these current providers to enroll in the plan's
                      provider network. The plan may request in writing that the
                      agency grant an exemption for the plan from soliciting a
                      specific provider on a case-by-case basis.

                  I.  Providing, upon an Assisted Living Facility's (ALF)
                      request, the plan's procedures for the ALF to follow
                      should an emergent condition arise with one of its members
                      that reside in an ALF, as specified in Section
                      409.912(33), F.S.

                  m.  The plan shall participate, as requested by the DCF
                      district administrators, in each DCF district's ADM
                      planning process pursuant to Chapter 394.75, F.S.

10.11.4           BEHAVIORAL CLINICAL RECORD REQUIREMENT (BEHAVIORAL HEALTH)

                  The plan shall maintain a behavioral clinical record for each
                  member under this contract. The record shall include
                  documentation sufficient to disclose the quality, quantity,
                  appropriateness and timeliness of

                                       23

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July 2002                                                  Medicaid HMO Contract

                  services performed under this contract. Each member's record
                  must be legible and maintained in detail consistent with good
                  clinical and professional practice which facilitates effective
                  internal and external pee. review, medical audit, and adequate
                  follow-up treatment. Identification of the physician or other
                  service provider, date of service, the units of service and
                  type of service must be clearly evident for each service
                  provided.

10.11.5           FUNCTIONAL ASSESSMENTS (BEHAVIORAL HEALTH)

                  The plan shall ensure its providers administer functional
                  assessments using the Functional Assessment Rating Scales
                  (FARS) (for persons over age 18) and Child Functional Rating
                  Scale (CFARS) (for persons age 18 and under). The plan shall
                  ensure the provider administers and maintains the FARS and
                  CFARS for recipients of behavioral health care services and
                  upon termination of providing such services. Additionally, the
                  plan must evaluate these data and report outcome measures to
                  the agency on a quarterly basis.

10.11.6           OUT-OF-PLAN USE (BEHAVIORAL HEALTH)

                  The provisions of the Medicaid service requirements of the
                  current Medicaid Areas PMHP RFPs govern the payment of
                  emergency behavioral health services within the contract
                  service area. However, the out-of-area, non-contract provider
                  must notify the plan within 24 hours of the member presenting
                  for emergency behavioral health services that the member has
                  come to the non-contract provider for treatment. In cases in
                  which the member has no identification, or is unable to
                  verbally identify himself when presenting for services, the
                  provider must notify the plan within 24 hours of learning the
                  member's identity. The provider must also provide clinical
                  records to the plan that document that the identity of the
                  member could not be ascertained due to the member's condition.

                  If the non-contract provider fails to provide the plan with an
                  accounting of the member's presence and status within 24 hours
                  after the member presents for treatment and provides
                  identification, the plan shall be obligated to pay only for
                  the time period required for emergency services, as documented
                  by the patient's clinical record.

                  The plan must review and approve or disapprove out-of-plan
                  emergency mental health service claims based on the definition
                  of emergency (behavioral health) services specified in Section
                  100.0, Glossary, within the time frames specified for
                  emergency claims payment in Section 20.10, Emergency Care
                  Requirements, of this contract.

                  The plan must submit to the agency for review and final
                  determination denied appeals from providers for denied
                  emergency behavioral health service claims. Such denied
                  appeals must be submitted within ten days after the plan has
                  made final appeal determination. The plan must pay within 35
                  days previously denied emergency mental health service claims
                  if the decision by the agency is to honor the claim. The 35-
                  day period begins when notification of the final decision from
                  the agency is received by the plan.

                  The plan must evaluate and authorize or deny payment for care
                  for members presenting at non-plan receiving facilities (that
                  are not crisis stabilization units) within the contract
                  service area for involuntary examination within three hours of
                  being notified by phone by the receiving facility. The
                  receiving facility at which the member presents must notify
                  the plan within four hours of the member presenting that the
                  member has come to the receiving facility for treatment. If
                  the receiving facility fails to provide the plan with an
                  accounting of the member's presence and status within four
                  hours, the plan shall be obligated to pay only for the first
                  four hours of the enrollee's treatment, subject to medical
                  necessity.

                  If the receiving facility is a non-plan receiving facility and
                  documents in the clinical record that it is unable (after good
                  faith effort) to identify the patient as a plan member and,
                  therefore, fails to notify the plan of the member's presence,
                  the plan shall be obligated to pay for medical stabilization
                  lasting no more than three days from the date the member
                  presented at the receiving facility, as documented by the
                  patient's medical record and subject to medical necessity,
                  unless there is irrefutable evidence in the clinical record
                  that a longer period was required.

                  Refer to the provisions of Section 20.9, Out-of-plan Use of
                  Non Emergency Services.

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July 2002                                                  Medicaid HMO Contract

10.11.7           OUTREACH REQUIREMENTS (BEHAVIORAL HEALTH)

                  At a minimum, the plan shall have an outreach plan that is
                  designed to encourage members to seek behavioral health care
                  assistance with the plan when assistance is perceived to be
                  needed. In addition, the outreach plan shall provide for the
                  following:

                  a.  Outreach communications that are written at the fourth
                      grade reading level.

                  b.  Outreach communications that are written in a language
                      spoken by the member.

                  c.  The plan shall develop and implement a program designed to
                      assist primary care providers in the identification and
                      management of clinical depression.

10.11.8           QUALITY IMPROVEMENT REQUIREMENTS (BEHAVIORAL HEALTH)

                  The plan's quality improvement program shall include a
                  behavioral health component in order to monitor and assure
                  that behavioral health services provided are sufficient in
                  quantity, of acceptable quality, and meet the needs of the
                  enrolled population. Specifically, treatment plans must
                  identify reasonable and appropriate objectives, planned
                  services that are appropriate to meet the identified
                  objective, and retrospective reviews that must confirm that
                  the care provided and its outcomes were consistent with
                  approved treatment plans and appropriate for the members'
                  needs.

                  In determining if behavioral health care is acceptable under
                  current standards, the plan shall perform the following:

                  a.  A quarterly review of a random selection of 10 percent or
                      50 member records, whichever is fewer, of members who have
                      received behavioral health care services during the
                      previous quarter.

                  b.  Review elements for these reviews shall include management
                      of specific diagnoses, appropriateness and timeliness of
                      care, comprehensives of and compliance with the plan of
                      care, and evidence of special screening for high risk
                      individuals or conditions.

                  The plan shall send representation to the Areas 1 and 6,
                  (also, upon implementation of behavioral health services in
                  Areas 5 and 8) local advisory groups that convene quarterly
                  and report to the agency on behavioral health advocacy and
                  programmatic concerns. These groups shall provide technical
                  and policy advice to the agency regarding prepaid behavioral
                  health care.

10.11.9           ADMINISTRATIVE STAFF REQUIREMENTS (BEHAVIORAL HEALTH)

                  The plan must identify a plan staff person with oversight
                  responsibility for the behavioral health services required in
                  this section and to act as liaison to the agency.

                  The plan's medical director shall appoint a board certified or
                  board eligible psychiatrist to oversee the proper provision of
                  covered behavioral health services to members. This
                  appointment may be to a subcontractor of the plan.

                  The agency shall review and approve the plan's staff and
                  subcontracted behavioral health care providers in order to
                  determine the plan's compliance with the requirements of
                  Section 20.5, Licensure of Staff, of this contract, prior to
                  the plan's expansion into Areas 1 and 6.

10.11.10          BEHAVIORAL HEALTH SUBCONTRACTS

                  If the plan subcontracts with a Behavioral Health Organization
                  (BHO) for the provision of services stipulated in this
                  section, the BHO shall be accredited by one of the recognized
                  national accreditation organizations.

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July 2002                                                  Medicaid HMO Contract

                  The plan must submit model subcontracts for each behavioral
                  health specialist type or facility for agency approval.

                  All subcontracts must adhere to the requirements set forth in
                  this contract, Section 70.18, Subcontracts.

10.11.11          MANAGEMENT INFORMATION SYSTEM (BEHAVIORAL HEALTH)

                  The plan shall perform the following management information
                  system functions:

                  a.  Maintain member behavioral health service, utilization,
                      and expenditure profiles, and current and historical data
                      with beginning and ending dates.

                  b.  Maintain data documenting behavioral health service
                      utilization by service, (including procedure code),
                      encounter or claim information, date of service per
                      encounter/claim, recipient Medicaid ID number, diagnosis,
                      designated groups of recipients, and providers.

                  c.  Maintain data documenting behavioral health management,
                      administrative, and service costs.

                  d.  Maintain data sufficient to document behavioral health
                      services authorized but not yet claimed by direct service
                      provider and by member.

                  e.  Maintain critical incident data.

                  f.  Maintain clinical and functional member behavioral health
                      outcomes data.

10.11.12          MONITORING (BEHAVIORAL HEALTH)

                  Upon implementation, the agency shall periodically monitor the
                  behavioral health operation of the plan for compliance with
                  the provisions of the contract and applicable federal and
                  state laws and regulations. Such monitoring activities shall
                  include, but are not limited to, inspection of plan's
                  facilities; review of mental health staffing patterns and
                  ratios; audit and/or review of all records developed under
                  this behavioral health benefit, including clinical and
                  financial records; review of management information systems
                  and procedures developed under the contract, including
                  appropriate procedures for Clozaril prescription refills; desk
                  audits of information and behavioral health outreach provided
                  by the plan; and review of any other areas or materials
                  relevant to or pertaining to the behavioral health benefit.

                  The agency shall conduct an annual behavioral health clinical
                  audit of the plan requiring management data be identified and
                  collected for use by medical audit personnel. Data collected
                  must include information on the use of behavioral health
                  services and reasons for enrollment and termination.

10.12             FRAIL/ELDERLY PROGRAM (EXPANDED SERVICE)

                  The purpose of the frail/elderly portion of a Medicaid HMO is
                  to provide, coordinate and manage services for the frail and
                  elderly who need services to prevent or delay placement in a
                  nursing home. A variety of mandatory and supportive services
                  shall be available to members to achieve this goal. The plan
                  shall also conduct quality of care studies for the
                  frail/elderly component as required by Section 20.12, Quality
                  Improvement.

                  a.  In order to be eligible for the frail/elderly program,
                      recipients must be:

                      1.  Assessed by CARES as having met nursing home level of
                          care and in need of a service(s) to live in their
                          homes or in the homes of relatives or caregivers as an
                          alternative to being placed in a nursing home facility

                      2.  21 years of age or older

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July 2002                                                  Medicaid HMO Contract

                      3.  An SSI recipient

                  b.  Ineligibility criteria are listed in Section 10.3,
                      Ineligible Recipients.

10.12.1           MANDATORY SERVICE REQUIREMENTS (FRAIL/ELDERLY)

                  The plan shall provide comprehensive and medically necessary
                  health care services pursuant to this contract. A case manager
                  shall be assigned to each enrollee. A case manager shall be
                  responsible for arranging all program service provisions and
                  implementing the service prescription appropriate to the plan
                  of care. For dually eligible plan members, case managers are
                  responsible for long-term care service planning and for
                  developing and carrying out strategies to coordinate the
                  delivery of all acute and long- term care services.

                  a.  Plan of Care - The plan shall perform a needs assessment
                      and develop a plan of care for each member. The plan of
                      care must be based on a comprehensive assessment of the
                      enrollee's health status, physical and cognitive
                      functioning, environment, and social supports. The plan
                      shall not impose service limitations based solely on the
                      members' place of residence. The plan of care must detail
                      all interventions designed to address specific barriers to
                      independent functioning. The plan must clearly identify
                      barriers to the enrollee and caregivers, if applicable.
                      The case manager must discuss barriers and explore
                      potential solutions with the enrollee and caregivers when
                      applicable. In developing the plan of care the plan must:

                      1.  Assess the immediacy of the new enrollee's services
                          needs and include a description of the member's
                          condition (e.g., Activities of Daily Living, (ADL) and
                          Instrumental Activities of Daily Living (IADL)
                          limitations, incontinence, cognitive impairment,
                          arthritis, high blood pressure), as identified through
                          an appropriate comprehensive assessment and a medical
                          history review.

                      2.  Identify any existing care plans and service providers
                          and assess the adequacy of current services.

                      3.  Ensure that the care plan contains, at minimum
                          information about the enrollee's medical condition,
                          the type of services to be furnished, the amount,
                          frequency and duration of each service, and the type
                          of provider to furnish each service.

                      4.  Ensure that treatment interventions address identified
                          problems, needs and conditions in consultation with
                          the enrollee and, as appropriate, the enrollee's legal
                          guardian or caregiver.

                      5.  Ensure that, at minimum, a quarterly review of the
                          plan of care occurs to determine the appropriateness
                          and adequacy of services and to ensure that the
                          services furnished are consistent with the nature and
                          severity of the enrollee's needs.

                      6.  Ensure that a face-to-face review of the care plan is
                          performed through contact with the enrollee at least
                          every six months to determine the appropriateness and
                          adequacy of services and to ensure that the services
                          furnished are consistent with the nature and severity
                          of the enrollee's needs.

                      7.  Ensure that the care plan is reviewed sooner than the
                          minimum required time frame if, in the opinion of the
                          medical professionals involved in the care of the
                          enrollee, there is reason to believe significant
                          changes have occurred in the enrollee's condition or
                          in the services the enrollee receives. The care plan
                          shall also be reviewed if an enrollee or an enrollee's
                          legal representative requests another review due to
                          the changes in the enrollee's physical or mental
                          condition.

                      8.  Primary caregivers, family, neighbors and other
                          volunteers will be integrated into an enrollee's plan
                          of care when it is determined through
                          multi-disciplinary assessment and care planning that
                          these volunteer services would improve the enrollee's
                          capability to live safely in the home setting and are
                          agreed to by the enrollee.

                      9.  Revise the plan of care in consultation with the
                          enrollee, the caregiver and, when feasible, the
                          primary care physician. If the member is
                          dually-eligible and the primary care physician is not

                                       27

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July 2002                                                  Medicaid HMO Contract

                          under contract with the plan to deliver services to
                          the enrollee, an effort must be made to obtain the
                          physician's input regarding care plan revisions.
                          Changes in service provision resulting from a care
                          plan review must be implemented within ten calendar
                          days of the review date.

                  b.  Coordination of Care/Case Management.

                      The plan is responsible for assessing, planning, and
                      managing the care and services provided to members. The
                      plan shall:

                      1.  Develop a systematic process for coordinating care
                          with organizations which are not part of the plan's
                          network.

                      2.  Develop procedures that ensure acute care services and
                          program services for the plan's Medicaid only members
                          are coordinated with the member's primary care
                          provider.

                      3.  Develop protocols that ensure acute care services and
                          program services for recipients who receive their
                          medical care from the Medicare fee-for-service system
                          are coordinated to the maximum extent feasible with
                          the member's treating physicians and other care
                          providers.

                      4.  Ensure coordination with the medical, nursing or
                          administrative staff designated by the facility to
                          ensure that the plan's assisted living or nursing
                          facility enrolled members have timely and appropriate
                          access to the plan's providers and to coordinate care
                          between those providers and the facility's providers.

                      5.  Facilitate and coordinate the enrollee gaining
                          referral and receiving access to other needed services
                          and agencies outside the plan's network.

                      6.  Work to ensure the maintenance or creation of an
                          enrollee's informal network of caregivers and service
                          providers.

                      7.  Develop a system of case management which the plan
                          shall use for the identification of the individual
                          member's needs, development of immediate and long-term
                          goals, and arrangements and monitoring of services for
                          as long as necessary to meet the established goals for
                          the member.

                          Components essential to the case management system
                          are:

                              Outreach, including information distribution;

                              Intake and referral;

                              Diagnosis and evaluation;

                              Needs assessment;

                              Plan of care development;

                              Resource assessment;

                              Plan implementation;

                              Routine monitoring of providers by appropriate
                              staff;

                              Progress reports;

                              Reassessment and revision of plan; and

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July 2002                                                  Medicaid HMO Contract

                          Routine conferences or meetings of the care team with
                          formal methods of communicating changes to all
                          concerned.

                  c.  Adaptive Equipment - These services are physical
                      adaptations to the home that include grab bars, cushioned
                      grips, ramps, modification of bathroom facilities and
                      other minor adaptations and equipment which assist the
                      member's caregiver in providing supportive care and allow
                      the member to remain independent, able to perform ADLs,
                      and/or reduces the risk of falls without which the
                      enrollee's safety in the home may be at risk.

                  d.  Adult Day Health Care - This is a center-based program
                      which assures a protective environment for frail elders
                      and disabled adults. It provides preventive, remedial, and
                      restorative services, in addition to therapeutic
                      recreation and nutrition services. For example, physical,
                      occupational, and speech therapies indicated in the
                      enrollee's plan of care are furnished as components of
                      this service. In addition, physician services, nursing
                      services, social work services and transportation services
                      may also be included.

                  e.  Homemaker/Personal Care - These are services which help
                      the member manage activities of daily living (ADLs) and
                      instrumental ADLs. This service includes preparation of
                      meals, but not me cost of meals themselves. This service
                      may also include housekeeping chores such as bed making,
                      dusting and vacuuming, which are incidental to the care
                      furnished or are essential to the health and welfare of
                      the enrollee rather than the enrollee's family.

                  f.  Supplies - These include items like disposable diapers,
                      pads, ointments, or other items as deemed necessary by the
                      plan.

10.12.1.1         NURSING HOME PLACEMENT (FRAIL/ELDERLY)

                  For members who require the level of care provided in a
                  nursing home, the plan shall admit the members to a nursing
                  facility which: participates in Medicaid, accepts the members
                  at the appropriate level of care, has a written agreement with
                  the plan to accept members under plan sponsorship, agrees to
                  keep the members under plan sponsorship, and agrees to
                  maintain the members if sponsorship is transferred to Medicaid
                  fee- for-service nursing home program.

                  The plan is responsible for continuing to provide all covered
                  services which the member needs and which are not included in
                  the nursing home rate. The plan shall be liable for the costs
                  of the nursing home care for the time specified in the
                  contract with the agency. The member will continue to be
                  enrolled in the plan for the duration of the contract and
                  through all renewal periods, excepting disenrollments as
                  described in Section 30.12.2.1, Frail/Elderly Disenrollment.

10.12.2           EXPANDED SUPPORTIVE SERVICES REQUIREMENTS (FRAIL/ELDERLY)

                  The plan shall provide other supportive services as deemed
                  necessary. Services which are especially useful with this
                  population include:

                  a.  Caregiver Training - Services designed to increase the
                      ability of family and caregivers to care for the member.

                  b.  Emergency Alert Response Services - Such services monitor
                      the safety of individuals in their own homes which will
                      alert and dispatch qualified assistance to the member when
                      in need.

                  c.  Expanded Home Health - Services incorporating health and
                      medical services, including nutrition, occupational,
                      physical, and speech therapies, supervised by a health
                      professional including a registered nurse or a medical
                      doctor. Such services must be provided in compliance with
                      applicable Florida statutes and rules.

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July 2002                                                  Medicaid HMO Contract

                  d.  Financial Education - Services which include training,
                      counseling and assistance with personal financial
                      management particularly to help the member avoid financial
                      exploitation.

                  e.  Identity Bracelets - A bracelet which identifies the
                      member and includes a phone number to call to get
                      additional information about the member. This is
                      particularly useful for people with cognitive deficits, or
                      those who wander and become disoriented.

                  f.  Pharmaceutical Management - Services provided by an
                      appropriately trained and licensed practitioner. This
                      service is designed to help the member and the team gain
                      the most value from any pharmaceutical regimen and helps
                      the member use medication correctly. It includes an
                      assessment of over-the-counter or home remedies the member
                      uses that may impact on the member's care, treatment, or
                      which may interact with other prescribed medications.

                  g.  Respite - Services provided to relieve the caregiver
                      temporarily of the responsibilities of caregiving and
                      supervision. Providers of this service must be licensed as
                      required under Florida Statutes.

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July 2002                                                  Medicaid HMO Contract

20.0              SCOPE OF WORK

20.1              AVAILABILITY/ACCESSIBILITY OF SERVICES

                  The plan shall make available and accessible facilities,
                  service locations, service sites, and personnel sufficient to
                  provide the covered services. In accordance with Section
                  1932(b)(7) of the Social Security Act (as enacted by Section
                  4704(a) of the Balanced Budget Act of 1997), the plan shall
                  provide the agency with adequate assurances that the plan,
                  with respect to a service area, has the capacity to serve the
                  expected enrollment in such service area, including assurances
                  that the plan: offers an appropriate range of services and
                  access to preventive and primary care services for the
                  populations expected to be enrolled in such service area; and
                  maintains a sufficient number, mix, and geographic
                  distribution of providers of services. Emergency medical care
                  as required by this agreement shall be available on a 24 hours
                  a day, seven days a week basis. The plan must assure that
                  primary care physician services and referrals to specialty
                  physicians are available on a timely basis, to comply with the
                  following standards: urgent care - within one day; routine
                  sick patient care - within one week; and well care - within
                  one month. Each medical or osteopathic provider shall maintain
                  hospital privileges if hospital privileges are required for
                  the performance of plan services. This does not preclude the
                  provider from using admitting panels to comply with this
                  section. The plan shall have telephone call policies and
                  procedures that shall include requirements for call response
                  times, maximum hold times, and maximum abandonment rates.

                  Primary care physicians and hospital services must be
                  available within 30 minutes typical travel time, and specialty
                  physicians and ancillary services roust be within 60 minutes
                  typical travel time from the member's residence. For rural
                  areas, if the plan is unable to contract with specialty or
                  ancillary providers who are within the typical travel time
                  requirements, the agency may waive, in writing, these
                  requirements.

20.2              MINIMUM STANDARDS

                  Plans shall provide the following:

                  a.  At least one Fit primary care physician, per county,
                      representing at least each of these specialties: family
                      practice, pediatrics, and internal medicine. The plan must
                      ensure primary care physicians sufficient to ensure
                      adequate accessibility to all primary care services for
                      all enrolled recipients at all ages.

                  b.  One FTE primary care physician per 1,500 HMO members for
                      contracted physicians. The plan must provide at least one
                      FTE primary care staff physician per 2,500 HMO members.
                      The ratio may be increased by 750 members for each FTE
                      advanced registered nurse practitioner or FTE physician
                      assistant affiliated with the physician or staff physician
                      as a provider in the practice.

                  c.  One fully accredited general acute care hospital. The
                      agency may waive, in writing, the accreditation
                      requirement in rural areas.

                  d.  One birth delivery facility licensed under Chapter 383,
                      F.S., or a hospital with birth delivery facilities
                      licensed under Chapter 395. The delivery facility may be
                      part of a hospital or a freestanding-facility.

                  e.  One licensed pharmacy per 2,500 members.

                  f.  A birthing center licensed under Chapter 383, F.S., that
                      is accessible to low risk patients. The agency may waive,
                      in writing, this requirement if the plan cannot reach an
                      agreement with those centers within reasonable travel time
                      for a rate no greater than the Medicaid rate for those
                      centers.

                  g.  A designated emergency services facility, within 30
                      minutes typical travel time, providing care on a 24 hours
                      a day, seven days a week basis. Such designated emergency
                      service facility shall have one or more physicians and one
                      or more nurses on duty in the facility at all times. The
                      agency may waive, in writing, the travel time requirement
                      in rural areas.

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July 2002                                                  Medicaid HMO Contract

                  h.  Facilities with access for persons with disabilities.

                  i.  Adequate space, supplies, good sanitation, smoke free,
                      fire and safety procedures in operation.

                  j.  Specialists as required in Section 20,7, Specialty
                      Coverage.

                  Pursuant to Section 4707(a) of the Balanced Budget Act of 1997
                  and upon development by the federal government, the plan must
                  require each physician who provides Medicaid services to have
                  a unique identifier in accordance with the system established
                  under Section 1173(b) of the Social Security Act.

                  Pursuant to Section 409.9122(12), F.S., the plan shall at
                  least annually review each primary care physician's active
                  patient load and shall ensure that additional Medicaid
                  recipients are not assigned to physicians that have a total
                  active patient load of more than 3,000 patients. As used in
                  this paragraph, the term "active patient" means a patient who
                  is seen by the same primary care physician, or by a physician
                  assistant or advanced nurse practitioner under the
                  supervision of the primary care physician, at least three
                  times within a calendar year.

                  Pursuant to Section 409.9122(12), F.S., each primary care
                  physician shall annually certify to the plan whether or not
                  his or her patient load exceeds the limits established under
                  this paragraph and the plan shall accept such certification on
                  face value as compliance with this paragraph. The agency shall
                  accept the plan's representations that it is in compliance
                  with this paragraph based on the certification of its primary
                  care physician, unless the agency has an objective indication
                  mat access to primary care is being compromised, such as
                  receiving complaints or grievances relating to access to care.
                  If the agency determines that an objective indication exists
                  that access to primary care is being compromised, it may
                  verify the patient load certifications submitted by the plan's
                  primary care physicians and that the plan is not assigning
                  Medicaid recipients to primary care physicians who have an
                  active patient load of more than 3,000 patients.

20.3              ADMINISTRATION AND MANAGEMENT

                  The plan's governing body shall set policy and has overall
                  responsibility for the organization. The plan shall be
                  responsible for the administration and management of all
                  aspects of this contract. Any delegation of activities does
                  not relieve the plan of this responsibility. This includes all
                  subcontracts, employees, agents and anyone acting for or on
                  behalf of the plan.

                  a.  If the plan delegates claims adjudication functions to a
                      third party administrator (TPA), the TPA must be licensed
                      to do business as a TPA in the state of Florida.

                  b.  The relationship between management personnel and the
                      governing body shall be set forth in writing, including
                      each person's authority, responsibilities and function.
                      The provision of position descriptions for key personnel
                      shall meet this requirement.

                  c.  If any function of the administration or management of the
                      plan is delegated to another entity, the plan shall:

                      1.  Adhere to all requirements set forth in Section 70.18,
                          Subcontracts, in relation to the delegated entity and
                          any further subcontractors;

                      2.  Notify the agency within 10 working days after such
                          functions are delegated (full or partial delegation),
                          specify what functions are delegated, identify the
                          plan staff who is/are responsible for the monitoring
                          of the delegated functions, and define how the plan
                          will routinely monitor such functions. Additionally,
                          the plan shall submit a list of all entities to which
                          the plan has delegated any functions, including
                          addresses and phone numbers.

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July 2002                                                  Medicaid HMO Contract

                  d.  If any service authorization function is delegated to
                      another entity, the plan shall ensure that such entity's
                      service authorization system(s) provide for the following
                      as specified in the plan's policies and procedures:

                      Timely authorizations;

                      Effective dates for the authorization, if appropriate; and

                      Written confirmation of adverse determination to the
                      provider and the subscriber as described in Section 641.51
                      (4), F.S.

                  e.  Any delegation of service authorization, claims payment
                      and/or member services shall include a requirement that
                      the provider and any further subcontractor adhere to the
                      plan's telephone requirements for call response times,
                      maximum hold times and maximum abandonment rates.

20.4              STAFF REQUIREMENTS

                  The staffing for the HMO developed under this contract must be
                  capable of fulfilling all contractual requirements. The
                  minimum staff requirements are as follows:

                  a.  A full-time administrator specifically identified to
                      administer the day-to-day business activities of the
                      contract. This person cannot be designated to any other
                      position in this subsection.

                  b.  Sufficient medical and professional support staff to
                      conduct daily business in an orderly manner, including
                      having member services staff directly available during
                      business hours for membership services consultation, as
                      determined through management and medical reviews. The
                      plan shall maintain sufficient medical staff available 24
                      hours per day to handle emergency care inquiries. The plan
                      shall be required to maintain sufficient medical staff
                      during non-business hours unless the plan's computer
                      system auto-approves all emergency service claims related
                      to screening and treatment.

                  c.  A full-time, licensed physician to serve as medical
                      director to oversee and be responsible for the proper
                      provision of covered services to members. The plan's
                      medical director shall be licensed in accordance with
                      Chapter 458 or 459, F.S.

                  d.  A designated person, qualified by training and experience,
                      to ensure subcontractors' compliance with the medical
                      records requirements as described in section 20.13 of this
                      contract. This person shall maintain medical record
                      standards and conduct medical record reviews according to
                      section 20.14. If the plan is a staff model HMO, the plan
                      shall designate a person to oversee its medical record
                      systems.

                  e.  A person trained and experienced in data processing and
                      data reporting as required to ensure that computer system
                      reports that are provided to the agency are accurate, and
                      that computer systems operate in an accurate and timely
                      manner.

                  f.  A designated person, qualified by training and experience,
                      to be responsible for the plan's marketing
                      responsibilities if the plan engages in preenrollment
                      activities.

                  g.  A designated person, qualified by training and experience,
                      in quality improvement.

                  h.  A designated person, qualified by training and experience,
                      to be responsible for the plan's utilization management
                      program.

                  i.  A designated person, qualified by training and experience,
                      in the processing and resolution of grievances.

                  j.  A designated person, qualified by training and experience,
                      to investigate fraudulent claims by providers pursuant to
                      Sections 641.3915, 626.9891(l)(a), and 626.989, F.S.

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July 2002                                                  Medicaid HMO Contract

                  k.  Sufficient case management staff, qualified by training
                      and experience, to conduct case managemen(?) defined in
                      Section 100.0, Glossary.

20.4.1            FRAUD PREVENTION POLICIES AND PROCEDURES

                  The plan shall develop and maintain written policies and
                  procedures for fraud prevention which contain the following:

                  a.  A comprehensive employee training program to investigate
                      potential fraud.

                  b.  A review process for claims which shall include:

                      1.  review of providers who consistently demonstrate a
                          pattern of encounter or service reports that did not
                          occur;

                      2.  review of providers who consistently demonstrate a
                          pattern of overstated reports or up-coded levels of
                          service;

                      3.  review of providers who altered, falsified, or
                          destroyed clinical record documentation;

                      4.  review of providers who make false statements about
                          credentials;

                      5.  review of providers who misrepresent medical
                          information to justify referrals;

                      6.  review of providers who fail to render medically
                          necessary covered services that they are obligated to
                          provide according to their subcontracts;

                      7.  review of providers who charge Medicaid recipients for
                          covered services.

                  The policies and procedures for fraud prevention shall provide
                  for use of the List of Excluded Individuals and Entities
                  (LEIE) or its equivalent, to identify excluded parties during
                  the process of enrolling providers to ensure the plan
                  providers are not in a non-payment status or excluded from
                  participation.

20.5              LICENSURE OF STAFF

                  The plan is responsible for assuring that all persons, whether
                  they be employees, agents, subcontractors or anyone acting for
                  or on behalf of the plan, are properly licensed under
                  applicable state law and/or regulations and are eligible to
                  participate in the Medicaid program. The plan shall credential
                  and recredential all plan physicians and other providers.
                  However, the plan is prohibited from collecting duplicate core
                  credentialing data from any health care practitioner if the
                  information is available from the DOH in accordance with
                  Section 455.557(4), F.S. Hospital ancillary service providers
                  are not required to be independently credentialed by the plan
                  if those providers only provide services to the plan through
                  the hospital. School-based service providers are not required
                  to be credentialed by the plan if the plan can document that
                  the school has signed one of the credentialing agreements
                  provided in Appendix A of the Florida Medicaid Certified
                  School Match Program Coverage and Limitations Handbook
                  assuring that school-based service providers are Medicaid
                  credentialed.

20.5.1            CREDENTIALING AND RECREDENTIALING POLICIES AND PROCEDURES

                  The plan's credentialing and recredentialing policies and
                  procedures shall include the following:

                  a.  Written policies and procedures for credentialing.

                  b.  Forma] delegations and approvals of the credentialing
                      process.

                  c.  A designated credentialing committee.

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July 2002                                                  Medicaid HMO Contract

                  d.  Identification of providers who fall under its scope of
                      authority.

                  e.  A process which provides for verification of the following
                      core credential information:

                      1.  The practitioner's current valid license.
                          Practitioner's current license must be on file at all
                          times pursuant to Section 641.495(6), F.S.

                      2.  The practitioner's current valid Drug Enforcement
                          Administration (DEA) certificate where applicable.

                      3.  Proof of the practitioner's medical school graduation,
                          completion of a residency, and other postgraduate
                          training. Evidence of Board certification shall
                          suffice in lieu of proof of medical school graduation,
                          residency and other postgraduate training.

                      4.  A provider's completion of training conducted in
                          accordance with Section 456.031, F.S. will suffice as
                          training for domestic violence screening.

                      5.  Evidence of specialty board certification, if
                          applicable.

                      6.  Evidence of the practitioner's professional liability
                          claims history.

                      7.  History of final disciplinary actions, as described in
                          Section 456.039(1)(a)8., F.S.

                      8.  Any sanctions imposed on the practitioner by Medicare
                          or Medicaid.

                  f.  The credentialing process must also include verification
                      of the following information:

                      1.  The practitioner's work history

                      2.  Evidence of the provider's good standing privileges at
                          the hospital designated as the primary admitting
                          facility by the practitioner or good standing of
                          privileges at the hospital by another plan physician
                          with whom the practitioner has entered into an
                          arrangement for hospital coverage.

                      3.  The plan must obtain a statement from each
                          practitioner applicant regarding the following:

                          (a) Any physical or mental health problems that may
                              affect the practitioner's ability to provide
                              health care.

                          (b) Any history of chemical dependency/substance
                              abuse.

                          (c) Any history of loss of license and/or felony
                              convictions.

                          (d) Any history of loss or limitation of privileges or
                              disciplinary activity.

                          (e) Attestation to correctness/completeness of the
                              practitioner's application.

                          (f) For primary care physicians, attestation of the
                              total active patient load (all populations:
                              Medicaid Fee-for-Service, Medicaid HMO, MediPass,
                              Medicare, or commercial) in accordance with
                              Section 409.9122(12), F.S.

                      4.  Documentation of an initial visit to the office of
                          each primary care physician and OB/GYN to review the
                          site. Documentation shall include the following:

                          (a) The plan has evaluated the provider site against
                              the plan's organizational standards.

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July 2002                                                  Medicaid HMO Contract

                          (b) The plan has evaluated the physician's medical
                              record keeping practices at each site to en (?)
                              conformity with the plan's organizational
                              standards.

                          (c) The plan has determined that the following
                              documents are posted: The agency's statewide
                              consumer call center telephone number including
                              hours of operation and a copy of the summary of
                              Florida Patient's Bill of Rights and
                              Responsibilities, in accordance with Section
                              381.026, F.S. A complete copy of the Florida
                              Patient's Bill of Rights and Responsibilities
                              shall be available, upon request by a member, at
                              each primary care physician's office. The Florida
                              Patient's Bill of Rights is found in Section
                              110.7, Florida Patient's Bill of Rights and
                              Responsibilities.

                              A consumer assistance notice shall also be
                              prominently displayed in the reception area of the
                              provider in accordance with Section 641.511(11),
                              F.S.

                  g.  The process for periodic recredentialing which shall
                      include the following:

                      1.  The procedure for recredentialing shall be implemented
                          at least every three years.

                      2.  The plan shall verify the current standing for each
                          practitioner on items 20.5.1 e. and f.

                      3.  Documentation of periodic visits to the primary care
                          physician offices documenting site reviews, including
                          review of the items listed in Section 20.5.1 f. 4. of
                          this section to ensure continued conformance with the
                          plans' standards.

                  h.  The plan shall develop and implement policies and
                      procedures for approval of new providers, and imposition
                      of sanctions, termination, suspension, and restrictions of
                      existing providers.

                  i.  The plan shall develop and implement a mechanism for
                      identifying quality deficiencies which (?) the plan's
                      restriction, suspension, termination, or sanctioning of a
                      practitioner.

                  j.  The plan shall develop and implement an appellate process
                      for sanctions, restrictions, suspensions and terminations
                      imposed by the plan against practitioners.

                  k.  The plan shall submit provider networks for initial or
                      expansion review to the agency for approval only when the
                      plan has satisfactorily completed the minimum standards
                      required in Section 20.2, Minimum Standards and the
                      minimum credentialing steps required in Section 20.5.1 e.
                      and f.

20.6              PHYSICIAN CHOICE

                  The plan agrees to offer each member a choice of primary care
                  physicians. After making a choice, each member shall have a
                  single primary care physician.

                  For Title XXI MediKids and for members assigned by Medicaid,
                  the plan shall assign primary care physicians taking into
                  consideration last primary care provider of service (if the
                  provider is known and available in the plan's network),
                  closest location within the service area, zip code location,
                  keeping children within the same family together, age (adults
                  versus children), and sex (OB/GYN). The plan shall inform
                  members of the following: (1) their primary care physician
                  assignment, (2) their ability to choose a different primary
                  care provider, (3) list of providers from which to make a
                  choices; and (4) the procedures for making a change. The plan
                  shall provide this written notice to assigned members by the
                  first day of enrollment.

20.7              SPECIALTY COVERAGE

                  The plan shall assure the availability of the following
                  specialists, as appropriate for both adult and pedi (?)
                  members, on at least a referral basis: allergist;
                  cardiologist; endocrinologist; general surgeon;
                  obstetrical/gynecology (OB/GYN); neurologist; nephrologist;
                  orthopedist; urologist; dermatologist;

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July 2002                                                  Medicaid HMO Contract

                  otolaryngologist; pulmonologist; chiropractic physician;
                  podiatrist; ophthalmologist; optometrist; neurosurgeon;
                  gastroenterologist; oncologist; radiologist; pathologist;
                  anesthesiologist; psychiatrist; oral surgeon; physical,
                  respiratory, speech and occupational therapists; and an
                  infectious disease specialist. If the infectious disease
                  specialist does not have expertise in HIV and its treatment
                  and care, then the plan must have another physician with such
                  expertise.

                  The plan must use specialists with pediatric expertise for
                  children where the need for pediatric specialty care is
                  significantly different from the need for adult specialists
                  (e.g., a pediatric cardiologist for children with congenital
                  heart defects).

                  The plan must assure access for patients in one or more of
                  Florida's Regional Perinatal Intensive Care Centers (RPICC) as
                  designated in Sections 383.15 - 383.21, F.S., or a hospital
                  licensed by the agency for Neonatal Intensive Care Unit (NICU)
                  Level III beds. The plan must assure that care for medically
                  high risk perinatal clients is provided in a facility with a
                  neonatal intensive care unit to meet the appropriate level of
                  need for the client.

                  The plan must assure access to certified nurse midwife
                  services or licensed midwife services in accordance with
                  Section 641.31(18), F.S., for low risk patients. The plan may
                  request a waiver of this provision if it cannot reach an
                  agreement with those certified nurse midwives and licensed
                  midwives within reasonable travel time for a rate no greater
                  than the Medicaid rate for such services.

20.8              CASE MANAGEMENT/CONTINUITY OF CARE

                  The plan shall be responsible for the management of medical
                  care and continuity of care for all enrolled Medicaid
                  recipients. The plan shall maintain written case management
                  continuity of care protocol(s) that include the following
                  minimum functions:

                  a.  Appropriate referral and scheduling assistance of members
                      needing specialty health care/transportation services,
                      including those identified through CHCUP screening.

                  b.  Documentation of referral services in members' medical
                      records, including results.

                  c.  Monitoring of members with ongoing medical conditions and
                      coordination of services for high utilizers such that the
                      following functions are addressed as appropriate: acting
                      as a liaison between the member and providers, ensuring
                      the member is receiving routine medical care, ensuring
                      that the member has adequate support at home, assisting
                      members who are unable to access necessary care due to
                      their medical or emotional conditions or who do not have
                      adequate community resources to comply with their care,
                      and assisting the member in developing community resources
                      to manage the member's medical condition. For members
                      residing in agency Areas 1 and 6, see Section 10.11,
                      Behavioral Health Care of the contract.

                  d.  Documentation of emergency care encounters in members'
                      records with appropriate medically indicated follow-up.

                  e.  Coordination of hospital/institutional discharge planning
                      that includes post-discharge care, including skilled
                      short-term rehabilitation, and skilled nursing facility
                      care, as appropriate.

                  f.  Determining the need for non-covered services and
                      referring the member for assessment and referral to the
                      appropriate service setting (to include referral to the
                      Women, Infants and Children program (WIC) and Healthy
                      Start) utilizing assistance as needed by the Medicaid
                      Field Office. The plan must also refer CHCUP eligibles to
                      the Medicaid Field Office to obtain assistance in
                      scheduling dental services and transportation services, if
                      these services are not covered by the plan.

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July 2002                                                  Medicaid HMO Contract

20.8.1            CHRONIC AND DISABLING CONDITIONS

                  In accordance with Section 641.51(6), F.S., the plan shall
                  provide standing referrals to members with chronic and
                  disabling conditions that require ongoing specialty care. The
                  plan shall develop and maintain policies and procedures for
                  such referrals.

20.8.2            MEMBERS WITH DEVELOPMENTAL DISABILITIES

                  When a member has a developmental disability, the plan shall
                  monitor the member's ongoing medical condition by asking the
                  member or parent/guardian if the member is receiving services
                  from the DCF, Office of Developmental Services (DS). If the
                  member is receiving services from DS, the plan shall:

                  a.  Contact the member, or parent/guardian, as appropriate,
                      for DS contact information and obtain authorization (if
                      not already obtained) to seek further information from the
                      member's DS support coordinator or waiver support
                      coordinator.

                  b.  Contact the member's DS support coordinator or waiver
                      support coordinator to obtain DS service information and
                      review the need to coordinate care.

                  c.  Continue to contact the member or the member's
                      parent/guardian and provider regarding the ongoing
                      coordination of care, as appropriate.

20.8.3            COORDINATION WITH COMMUNITY MENTAL HEALTH CARE PROVIDERS

                  When a member residing in an area other than the agency's
                  Areas 1 and 6 is known to be receiving behavioral health
                  services, the plan shall ask the member or parent/guardian if
                  the member is receiving behavioral health treatment services
                  from a community mental health center, clinic, or private
                  behavioral health provider. If the member is receiving such
                  services, the plan shall:

                  a.  Contact the member, or parent/guardian, as appropriate,
                      and obtain authorization (if not already obtained) to seek
                      further information from the member's behavioral health
                      treatment provider.

                  b.  Contact the member's behavioral health treatment provider
                      to obtain the member's current behavioral health treatment
                      plan, and review the information in order to coordinate
                      care (this is particularly relevant for individuals who
                      are taking prescribed psychotropic medications).

                  c.  Coordinate the member's care with the behavioral health
                      provider, as appropriate.

                  For members residing in agency Areas 1 and 6, see Section
                  10.11, Behavioral Health of the contract.

20.8.4            NEW MEMBER PROCEDURES

                  The plan shall contact each new member at least two times, if
                  necessary, within 90 calendar days of enrollment, to urge
                  scheduling of an initial appointment with the primary care
                  provider for the purpose of a health risk assessment
                  (information regarding the health risk assessment/CHCUP
                  screening for members under the age of 21 may be found in
                  Section 10.8.1, CHCUP).

                  a.  For this subsection, contact is defined as mailing a
                      notice to, or telephoning, a member at the most recent
                      address or telephone number available.

                  b.  The plan will urge members to see their primary care
                      physicians within 180 days if they have not used emergency
                      room services within the last 90 days, are not pregnant,
                      are in good health, and have reported to the plan that
                      they have either used CHCUP services within the last 90
                      days or had a health assessment.

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July 2002                                                  Medicaid HMO Contract

                      The plan shall document the reason for which the member is
                      being urged to schedule a visit within 180 days as opposed
                      to 90 days.

                  c.  The plan shall contact each new member within 30 calendar
                      days of enrollment to request the member to authorize
                      release of his or her medical records to the plan or its
                      health services subcontractors from practitioners who
                      treated the member prior to plan enrollment. The plan
                      shall request or assist the member's new practitioner in
                      requesting medical records from the previous
                      practitioners.

                  d.  The plan must use the health risk assessments or the
                      released medical records to identify members who have not
                      received CHCUP screenings in the past according to the
                      agency approved periodicity schedule.

                  e.  The plan must contact, up to two times if necessary, any
                      members who are more than two months behind in the
                      periodicity screening schedule to urge those members or
                      their legal representative to make an appointment for a
                      screening visit.

                  f.  Within 30 calendar days, the plan shall advise members of
                      and ensure the availability of, a screening for all
                      members known to be pregnant or who advise the plan that
                      they may be pregnant. The plan shall refer pregnant
                      members and members reporting they may be pregnant for
                      appropriate prenatal care (refer to Section 10.8.11.1,
                      Pregnancy Related Requirements).

                  g.  For recipients voluntarily enrolling, Title XXI MediKids
                      and for recipients who have been automatically reinstated
                      due to regaining Medicaid eligibility, the plan shall
                      honor any written documentation of prior authorization of
                      ongoing covered services for a period of 10 calendar days
                      after the effective date of enrollment or until the plan's
                      primary care physician assigned to that member reviews the
                      member's treatment plan, whichever comes first.

                  h.  For recipients that the state has assigned, the plan shall
                      honor any written documentation of prior authorization of
                      ongoing services for a period of one month after the
                      effective date of enrollment or until the plan's primary
                      care physician assigned to that member reviews the
                      member's treatment plan, whichever comes first.

                  i.  For both voluntary and assigned members, written
                      documentation of prior authorization of ongoing services
                      includes the following, provided that the services were
                      prearranged prior to enrollment in the plan:

                      1.  Prior existing orders,

                      2.  Provider appointments, surgeries, and

                      3.  Prescriptions (including prescriptions at
                          non-participating pharmacies).

                      The plan cannot delay service authorization if written
                      documentation is not available in a timely manner;
                      however, the plan is not required to pay claims for which
                      it has received no written documentation. The plan shall
                      not deny claims submitted by a non-contracting provider
                      solely based on the period between the date of service and
                      the date of clean claim submission unless that period
                      exceeds 365 days.

                      The plan shall be responsible for payment of covered
                      services to the existing treating provider at a prior
                      negotiated rate or lesser of the provider's usual and
                      customary rate or the established Medicaid fee-for-service
                      rate for such services until the plan is able to evaluate
                      the need for ongoing services.

                  j.  For members in the Frail/Elderly program, the plan shall
                      contact each new member within five days of enrollment and
                      develop a plan of care. The plan is developed with the
                      member and with others in the member's care support
                      network, if desired by the member. If the member has been
                      adjudicated incompetent in accordance with law, is found
                      by his or her physician to be medically incapable of

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July 2002                                                  Medicaid HMO Contract

                      understanding his/her rights, or exhibits a significant
                      communication barrier, the member's guardian next of kin,
                      or legally authorized responsible person is permitted to
                      act on the member's behalf in matters relating to the
                      member's enrollment, plan of care or services.

                      If urgent needs are identified, the plan shall take
                      immediate action to address them. Urgent means any sudden
                      or unforeseen situation which requires immediate action to
                      prevent hospitalization or nursing home placement.
                      Examples of urgent situations may be: hospitalization of
                      spouse or caregiver or increased impairment of a member
                      living alone who suddenly cannot manage basic needs
                      without immediate help, hospitalization, or nursing home
                      placement.

20.8.5            PEDIATRICIAN ASSIGNMENT TO PREGNANT WOMEN

                  The plan must assign a pediatrician or other appropriate
                  primary care physician to all pregnant members for the care of
                  their newborn babies no later than the beginning of the last
                  trimester of gestation. If the plan was not aware that the
                  member was pregnant until she presented for delivery, the plan
                  must assign a pediatrician or a primary care physician to the
                  newborn baby within one work day after birth. The plan shall
                  advise all pregnant members of the members' responsibility to
                  notify their plan and their DCF public assistance specialists
                  (case workers) of their pregnancies and the births of their
                  babies.

20.8.6            PROTECTIVE CUSTODY

                  The plan shall, for enrolled members, comply with Rule
                  65C-12.002, Florida Administrative Code (F.A.C.), which
                  requires that all children taken into protective custody,
                  emergency shelter, or into the foster care program by the DCF,
                  be physically screened within 72 hours, or immediately, if
                  required. The plan shall provide such required examinations
                  or, if unable to do so within the required time frames, pay
                  claims for such examinations at the lower of a prior
                  negotiated rate or the established Medicaid fee-for-service
                  rate for such services. The plan shall pay a prior negotiated
                  rate or the lesser of the provider's usual and customary rate
                  or the established Medicaid fee-for-service rate for CHCUP
                  screenings for children whose enrollment and Medicaid
                  eligibility are undetermined at the time of entry into the
                  care and custody of the DCF and who are later determined to be
                  enrolled members at the time the examinations took place.

20.8.7            IMMUNIZATION FROM NON-PLAN PROVIDER

                  When a member receives immunizations from a non-plan provider,
                  the plan shall be liable for an immunization administration
                  fee at no less than the Medicaid rate, as long as the provider
                  contacts the plan at the time of service delivery and the plan
                  is unable to document to the provider that the immunization
                  has already been provided to the member, and the provider has
                  submitted to the plan a claim for such services and medical
                  records documenting the immunization. The provision of
                  immunization services by a public provider is described in
                  Section 20.8.9, Public Provider Claims.

20.8.8            IMMUNIZATION DATA SHARING

                  The plan shall encourage its primary care physicians to
                  provide immunization information to the DCF upon receipt of
                  the member's written permission and DCF's request, for members
                  requesting temporary cash assistance from the DCF in order to
                  document that the member has met the immunization requirements
                  for recipients receiving temporary cash assistance.

20.8.9            PUBLIC PROVIDER CLAIMS

                  In accordance with Sections 381.0407, F.S. and
                  409.9122(2)(a)3., F.S., without prior authorization, the plan
                  shall pay claims initiated by any public provider for:

                  a.  The diagnosis and treatment of sexually transmitted
                      diseases and other communicable diseases such as
                      tuberculosis and human immunodeficiency syndrome (refer to
                      Section 110.3, Laboratory Tests and Associated Office
                      Visits to be Paid by Plan without Prior Authorization when
                      Initiated by County Health Department).

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July 2002                                                  Medicaid HMO Contract

                  b.  The provision of immunizations.

                  c.  Family planning services and related pharmaceuticals.

                  d.  School health services listed in a., b. and c. above and
                      for services rendered on an urgent basis by public
                      providers. Services rendered on an urgent basis are those
                      health care services needed to immediately relieve pain or
                      distress for medical problems such as injuries, nausea and
                      fever, and services needed to treat infectious diseases
                      and other similar conditions.

                  e.  In the event that a vaccine-preventable disease emergency
                      is declared, the plan shall reimburse county health
                      departments for the cost of the administration of
                      vaccines.

                  Public providers shall attempt to contact the plan before
                  providing health care services to their members. Public
                  providers shall provide the plan with the results of the
                  office visit, including test results, and shall be reimbursed
                  by the plan at the rate negotiated between the plan and the
                  public provider or, if a rate has not been negotiated, at the
                  lesser of either the rate charged by the public provider or
                  the Medicaid fee-for-service reimbursement rate. The plan
                  shall not deny public health care services claims for claims
                  submitted by a non-contracting public provider solely based on
                  the period between the date of service and the date of clean
                  claim submission unless that period exceeds 365 days.

                  For purposes of this subsection, public providers are defined
                  as a county health department or migrant health center funded
                  under Section 329 of the Public Health Services Act or a
                  community health center funded under Section 330 of the Public
                  Health Services Act, as specified in Section 381.0407, F.S.

20.8.10           CERTIFIED SCHOOL MATCH PROGRAM

                  The agency shall reimburse schools participating in the
                  certified school match program pursuant to Sections 236.0812
                  and 409.908, F.S., for the following school-based services
                  rendered to members as referenced in the Medicaid Certified
                  School Match Program Services Coverage and Limitations
                  Handbook:

                      a.  Speech, occupational and physical therapy services;

                      b.  Behavioral health services;

                      c.  Transportation services; and

                      d.  Other school-based services implemented by the agency.

                  School districts participating in the certified school match
                  program may be authorized by Medicaid to cover any one, a
                  combination, or all of the above services indicated.

20.8.11           CONTINUED CARE FROM TERMINATED PROVIDERS

                  In accordance with Section 641.51(7), F.S., the plan shall
                  provide continued care from terminated providers as follows.
                  The plan shall develop and maintain policies and procedures
                  for the provision of such care.

                  The plan shall allow members for whom treatment is active to
                  continue care with a terminated treating provider when
                  medically necessary, through completion of treatment of a
                  condition for which the member was receiving care at the time
                  of the termination, until the member selects another treating
                  provider or during the next open enrollment period, whichever
                  is longer, but not longer than 6 months after the termination
                  of the contract.

                  The plan shall allow pregnant members who have initiated a
                  course of prenatal care, regardless of trimester in which care
                  was initiated, to continue care with a terminated treating
                  provider until completion of postpartum care.

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July 2002                                                  Medicaid HMO Contract

                  These requirements do not prevent a provider from refusing to
                  continue to provide care to a member who abusive or
                  non-compliant.

                  For care continued under this section, the plan and the
                  provider shall continue to abide by the same terms, conditions
                  and payment arrangements as they existed in the terminated
                  contract.

                  These requirements shall not apply for treating providers who
                  have been terminated from the plan for cause.

20.8.12           OUT-OF-PLAN SPECIALLY QUALIFIED PROVIDERS

                  In accordance with Section 641.51(5), F.S., the plan shall
                  determine when exceptional referrals to out-of-plan specially
                  qualified providers are needed to address the unique medical
                  needs of a member (for example, when a member's medical
                  condition requires testing by a geneticist). Financial
                  arrangements for the provision of such services shall be
                  agreed to prior to the provision of services. The plan shall
                  develop and maintain policies and procedures for such
                  referrals.

20.9              OUT-OF-PLAN USE OF NON-EMERGENCY SERVICES

                  Unless otherwise specified in this contract, where a member
                  utilizes services available under the plan other than
                  emergency services from a non-contract provider, the plan
                  shall not be liable for the cost of such utilization unless
                  the plan referred the member to the non-contract provider or
                  authorized such out-of-plan utilization. The plan shall
                  provide timely approval or denial of authorization of
                  out-of-plan use through the assignment of a prior
                  authorization number which refers to and documents the
                  approval. A plan may not require paper authorization as a
                  condition of receiving treatment if the plan has an automated
                  authorization system. Written follow up documentation of the
                  approval must be provided to the out-of-plan provider within
                  one business day from the request for approval. The member
                  shall be liable for the cost of such unauthorized use of
                  contract covered services from non-contract providers.

                  In accordance with Section 409.912(16), F.S., the plan shall
                  reimburse any hospital or physician that is outside the plan's
                  authorized geographic service area for plan authorized
                  services provided by the hospital or physician to plan members
                  at a rate negotiated with the hospital or physician for the
                  provision of services or according to the lesser of the
                  following:

                  a.  The usual and customary charge made to the general public
                      by the hospital or physician; or

                  b.  The Florida Medicaid reimbursement rate established for
                      the hospital or physician.

                  The plan shall reimburse all out-of-plan providers pursuant to
                  Section 641.3155, F.S.

20.10             EMERGENCY CARE REQUIREMENTS

                  The plan shall make provisions for and advise all members of
                  the provisions governing emergency use. Emergency services are
                  defined in Section 100.0, Glossary of this contract. In
                  accordance with Section 743.064, F.S., the plan shall not deny
                  claims for emergency medical treatment in a hospital due to
                  lack of parental consent.

                  Pursuant to Section 409.9128(1) and (2), F.S., requirements
                  for the plan to provide emergency services and care are as
                  follows:

                  a.  In providing for emergency services and care as a covered
                      service, the plan shall not:

                      1.  Require prior authorization for the receipt of
                          prehospital transport or treatment or for emergency
                          services and care.

                      2.  Indicate that emergencies are covered only if care is
                          secured within a certain period of time.

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<PAGE>

July 2002                                                  Medicaid HMO Contract

               3.   Use terms such as "life threatening" or "bona fide" to
                    qualify the kind of emergency that is covered.

               4.   Deny payment based on the member's or the hospital's failure
                    to notify the plan in advance or within a certain period of
                    time after the care is given.

          b.   The plan shall provide pre-hospital and hospital-based trauma
               services and emergency services and care to a member of the plan
               as required under Sections 395.1041,395.4045, and 401.45, F.S.

          c.   Pursuant to Section 409.9128(3), F.S., when a member is present
               at the hospital seeking emergency services and care, the
               determination as to whether an emergency medical condition (as
               defined in Section 409.901, F.S., and provided in Section 100.0,
               Glossary) exists shall be made, for the purpose of treatment, by
               a physician of the hospital or, to the extent permitted by
               applicable law, by other appropriate personnel under the
               supervision of the hospital physician. The physician or the
               appropriate personnel shall indicate in the patient's chart the
               results of the screening, examination, and evaluation. The plan
               shall compensate the provider for the screening, evaluations and
               examination that is reasonably calculated to assist the health
               care provider in arriving at a determination as to whether the
               patient's condition is an emergency medical condition. The plan
               shall compensate the provider for emergency services and care. If
               a determination is made that an emergency medical condition does
               not exist, the plan is not responsible for payment for services
               rendered subsequent to that determination.

          d.   If a determination has been made that an emergency medical
               condition exists and the member has notified the hospital, or the
               hospital emergency personnel otherwise has knowledge, that the
               patient is a member of the plan, the hospital must make a
               reasonable attempt to notify the member's primary care physician,
               if known, or the plan, if the plan has previously requested in
               writing that the notification be made directly to the plan, of
               the existence of the emergency medical condition. If the primary
               care physician is not known, or has not been contacted, the
               hospital must:

               1.   Notify the plan as soon as possible prior to discharge of
                    the member from the emergency care area; or

               2.   Notify the plan within 24 hours or on the next business day
                    after admission of the member as an inpatient to the
                    hospital.

               If the notification required by this paragraph is not
               accomplished, the hospital must document its attempt(s) to notify
               the plan or document the circumstances that precluded attempts to
               notify the plan. The plan shall not deny payment for emergency
               services and care based on a hospital's failure to comply with
               the notification requirements of this paragraph.

          e.   If the member's primary care physician responds to the
               notification, the hospital physician and the primary care
               physician may discuss the appropriate care and treatment of the
               member. The plan may have a member of the hospital staff with
               whom it has a contract participate in the treatment of the member
               within the scope of the physician's hospital staff privileges.
               The member may be transferred, in accordance with state and
               federal law, to a hospital which has a contract with the plan and
               has the service capability to treat the member's emergency
               medical condition. Notwithstanding any other state law, a
               hospital may request and collect insurance or financial
               information from a patient in accordance with federal law, which
               is necessary to determine if the patient is a member of the plan,
               if emergency services and care are not delayed.

          f.   In accordance with the Balanced Budget Act of 1997, and pursuant
               to 42 CFR 422.100(b)(1)(iv), the plan must also cover
               post-stabilization services without authorization, regardless of
               whether the recipient obtains the service within or outside the
               plan's network, for the following situations:

               1.   Post-stabilization care services that were pre-approved by
                    the plan; or were not pre-approved by the plan because the
                    plan did not respond to the treating provider's request for
                    pre-approval within one hour after being requested to
                    approve such care, or could not be contacted for
                    pre-approval.

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July 2002                                                  Medicaid HMO Contract

               2.   Post stabilization services are services subsequent to an
                    emergency that a treating physician views as medically
                    necessary after an emergency medical condition has been
                    stabilized. These are not emergency services, but are
                    non-emergency services that the plan could choose not to
                    cover out-of-plan except in the circumstances described
                    above.

          g.   In accordance with Section 409.9128(5), F.S., reimbursement for
               services provided to a member of a plan under this section by a
               provider which does not have a contract with the plan shall be
               the lesser of:

               1.   The provider's charges;

               2.   The usual and customary provider charges for similar
                    services in the community where the services were provided;

               3.   The charge mutually agreed to by the plan and the provider
                    within 60 calendar days after submittal of the claim; or

               4.   The Medicaid rate.

               The plan shall not deny emergency services claims for claims
               submitted by a non-contracting provider solely based on the
               period between the date of service and the date of clean claim
               submission unless that period exceeds 365 days.

          h.   Notwithstanding the requirements stated above, payment by the
               plan for claims for emergency services rendered by a non-contract
               provider shall be made pursuant to Section 641.3155, F.S. If
               third party liability exists, payment of claims shall be
               determined in accordance with Section 70.20, Third Party
               Resources.

          i.   The plan must review and approve or disapprove emergency service
               claims based on the definition of emergency services and care,
               and emergency medical condition, specified in Section 100.0,
               Glossary.

20.11     GRIEVANCE SYSTEM REQUIREMENTS

          The plan shall refer all members and providers who are dissatisfied
          with the plan to the grievance coordinator for the appropriate
          follow-up and documentation in accordance with approved grievance
          procedures. The plan shall develop and implement grievance procedures,
          subject to agency written approval, prior to implementation. The
          grievance procedures shall meet the requirements of Section 641.511,
          F.S., and the following policies and guidelines.

          a.   Both informal and formal steps shall be available to resolve
               grievances. A grievance is not considered formal until it is
               written and signed by a complainant or completed on such forms as
               prescribed and received by the plan. The definitions for
               complaint and grievance are specified in Section 641.47, F.S.,
               and provided in Section 100.00, Glossary. A complaint is not
               considered a grievance until the complaint is written and
               received by the plan.

          b.   Procedural steps must be clearly specified in the member handbook
               for members and the provider manual for providers, including the
               address, telephone number and office hours of the grievance
               coordinator.

          c.   Grievance forms must be available at each service site.

          d.   Upon request, the plan or the plan's grievance assistant, as
               appropriate, shall provide the member or provider with a
               grievance form(s) within three (3) business days of request.

          e.   The plan's grievance procedure shall state that the complainant
               has the right to pursue a Medicaid fair hearing as provided by
               Rule 65-2.042, F.A.C., in addition to pursuing the plan's
               grievance procedure. It shall also state that the complainant
               always has the right to appeal to the agency and the Statewide
               Provider and Subscriber Assistance Panel (Panel) after receiving
               a final disposition of the grievance

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<PAGE>

July 2002                                                  Medicaid HMO Contract

               through the organization's grievance process in accordance with
               Sections 408.7056 and 641.511, F.S., with the following
               exception: a grievance taken to Medicaid fair hearing will not be
               considered by the Panel.

          f.   The plan shall offer to meet with the complainant during the
               formal grievance process. The location of the meeting shall be at
               the administrative offices of the plan within the service area or
               at a location within the service area which is convenient to the
               complainant.

          g.   The plan shall maintain a log of all grievances filed and
               grievance forms requested and shall maintain an accurate record
               of each formal grievance. Each record shall include the
               following:

               1.   A complete description of the grievance, the complainant's
                    name and address, the provider's name and address, and the
                    plan's name and address;

               2.   A complete description of the plan's factual findings and
                    conclusions after completion of the full formal grievance
                    procedure, and final disposition of the grievance; and

               3.   A statement as to which levels of the grievance procedure
                    the grievance has been processed and how many more levels of
                    the grievance procedure are remaining before the grievance
                    has been processed through the plan's entire grievance
                    procedure.

          h.   A record of complaints received which are not grievances shall be
               maintained and shall include date, name, nature of complaint and
               disposition. The plan shall submit this report upon request by
               the agency.

          i.   If the plan is unable to resolve the grievance to the
               complainant's satisfaction, the plan shall provide a final
               decision letter to the complainant that includes the following:

               1.   A notice of the right to appeal upon completion of the full
                    grievance procedure and supply the agency with a copy of the
                    final decision letter. In addition, for expedited
                    grievances, the plan shall provide the complainant notice of
                    the right to appeal immediately upon request

               2.   In accordance with Section 641.511(10), F.S., that the
                    complainant may request a review of the plan's decision
                    concerning the grievance by the Statewide Provider and
                    Subscriber Assistance Panel, and that such request must be
                    made by the complainant within 365 days after receipt of the
                    final decision letter from the plan. The plan shall inform
                    the complainant how to initiate such a review, and shall
                    include the panel's address and telephone number as follows:
                    Agency for Health Care Administration, Bureau of Managed
                    Health Care, Building 1, Room 339,2727 Mahan Drive,
                    Tallahassee, Florida 32308, (850) 921-5458. In accordance
                    with Section 408.7056, F.S., a grievance taken to Medicaid
                    fair hearing will not be considered by the Statewide
                    Provider and Subscriber Assistance Panel.

               3.   That the complainant may appeal the plan's grievance
                    decision to the Agency for Health Care Administration,
                    Division of Medicaid, Building 3, Room 2217 B, 2727 Mahan
                    Drive, Tallahassee, Florida 32308, (850) 922-6830.

               4.   That the complainant retains the right to pursue a Medicaid
                    fair hearing in addition to pursuing the plan's grievance
                    procedure, and may contact the DCF at the following address
                    to pursue a Medicaid fair hearing: Office of Public
                    Assistance Appeals Hearings, 1317 Winewood Boulevard,
                    Building 1, Room 309, Tallahassee, Florida 32399-0700.

          j.   The plan shall have an expedited grievance review process
               pursuant to Section 641.511, F.S., for urgent grievances, as
               defined in Section 641.47(17), F.S., and in Section 100.0,
               Glossary.

          k.   Title XXI MediKids participants are not eligible to receive
               Medicaid and therefore are ineligible for Medicaid Fair Hearing.
               The plan shall inform the members in one of the following ways:

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<PAGE>

July 2002                                                  Medicaid HMO Contract

               1.   The plan shall provide written notification in the welcome
                    letter or the member handbook which explains that MediKids
                    members are precluded from the use of a Medicaid Fair
                    Hearing as a grievance option; or

               2.   At the time of a grievance, the member shall be informed
                    that his/her grievance right does not include a Medicaid
                    Fair Hearing.

20.12     QUALITY IMPROVEMENT

          The plan shall have a quality improvement program with written
          policies and procedures that ensure enhancement of quality of care and
          emphasize quality patient outcomes. The quality improvement program
          must be approved, in writing, by the agency no later than three months
          following the effective date of this contract. The quality improvement
          program shall be based on the minimum requirements listed below.

     a.   The plan shall have a quality improvement review authority which
          shall: direct and review all quality improvement activities; assure
          that quality improvement activities take place in all areas of the
          plan; review and suggest new or improved quality improvement
          activities; direct task forces/committees in the review of focused
          concern; designate evaluation and study design procedures; publicize
          findings to appropriate staff and departments within the plan; report
          findings and recommendations to the appropriate executive authority;
          and direct and analyze periodic reviews of members' service
          utilization patterns.

     b.   The plan shall provide for quality improvement staff which have the
          responsibility for: working with personnel in each clinical and
          administrative department to identify problems related to quality of
          care for all covered health care and professional services;
          prioritizing problem areas for resolution and designing strategies for
          change; implementing improvement activities and measuring success; and
          determining if medical care is acceptable under current state and
          federal standards.

     c.   At least three quality-of-care studies must be performed by the plan.
          The plan shall provide notification to the agency prior to
          implementation of any quality-of-care study to be performed. The
          notification shall include the general description, justification, and
          methodology for each study. The plan shall report quarterly to the
          agency the results and corrective action to be implemented to improve
          outcomes for three of these studies within 30 days of the reporting
          quarter. Each study shall have been through the plan's quality
          process, including reporting and assessments by the quality committee
          and reporting to the board of directors. The quality-of-care studies
          shall:

          1.   Target specific conditions and specific health service delivery
               issues for focused individual practitioner and system-wide
               monitoring and evaluation

          2.   Use clinical care standards or practice guidelines to objectively
               evaluate the care the entity delivers or fails to deliver for the
               targeted clinical conditions.

          3.   Use quality indicators derived from the clinical care standards
               or practice guidelines to screen and monitor care and services
               delivered.

          4.   Monitor the quality, appropriateness and effectiveness of
               enrollee home and community based services for those plans
               containing a frail/elderly component. The studies must include
               quarterly reviews of long-term care records of enrollees who have
               received services during the previous quarter. Review elements
               include management of diagnosis, appropriateness and timeliness
               of care, comprehensiveness of compliance with the plan of care
               and evidence of special screening for, and monitoring of,
               high-risk persons and conditions. The plan's selection of a
               condition and issues to study should be based on member profile
               data.

          The plan's quality improvement information shall be used in such
          processes as recredentialing, recontracting, and annual performance
          ratings of individuals. It shall also be coordinated with other

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<PAGE>

July 2002                                                  Medicaid HMO Contract

          performance monitoring activities, including utilization management,
          risk management, and resolution and monitoring of member grievances.
          There shall also be a link between other management activities such as
          network changes, benefits redesign, medical management systems (e.g.,
          precertification), practice feedback to physicians, patient education,
          and member services.

          The plan's quality improvement program shall have a peer review
          component with the authority to review practice methods and patterns
          of individual physicians and other health care professionals,
          morbidity/mortality, and all grievances related to medical treatment;
          evaluate the appropriateness of care rendered by professionals;
          implement corrective action when deemed necessary; develop policy
          recommendations to maintain or enhance the quality of care provided to
          Medicaid enrollees; conduct a review process which includes the
          appropriateness of diagnosis and subsequent treatment, maintenance of
          medical records requirements, adherence to standards generally
          accepted by professional group peers, and the process and outcome of
          care; maintain written minutes of the meetings; receive all written
          and oral allegations of inappropriate or aberrant service; and educate
          recipients and staff on the role of the peer review authority and the
          process to advise the authority of situations or problems.

20.12.1   UTILIZATION MANAGEMENT

          The plan's quality improvement program shall have a utilization
          management component that includes the following:

               a.   The plan must develop and have in place utilization
                    management policies and procedures that include protocols
                    for prior approval and denial of services, hospital
                    discharge planning, physician profiling, and retrospective
                    review of both inpatient and ambulatory claims meeting
                    pre-defined criteria.

               b.   The plan must develop procedures for identifying patterns of
                    over-and under-utilization of members and for addressing
                    potential problems identified as a result of these analyses.

               c.   The plan's internal utilization management policies and
                    procedures must be consistent with the utilization control
                    program requirements in 42 CFR 434.34 and 42 CFR 456.

               d.   The plan shall report fraud and abuse information identified
                    through the utilization management program to the agency in
                    accordance with 42 CFR 455.1(a)(1).

               e.   The plan shall have a procedure for members to obtain a
                    second medical opinion and shall be responsible for payment
                    of such services. The plan shall clearly state its procedure
                    for obtaining a second medical opinion in the member
                    handbook. The plan's second opinion procedure shall comply
                    with Section 641.51(5), F.S.

               f.   The plan's service authorization systems shall provide
                    authorization numbers, effective dates for the
                    authorization, and written confirmation to the provider of
                    denials, as appropriate.

20.12.2   INDEPENDENT MEMBER SATISFACTION SURVEY

          The plan shall participate in enhanced managed care quality
          improvement including at least the following:

               a.   The plan shall participate in an independent survey of
                    member satisfaction, currently the Consumer Assessment of
                    Health Plans Study survey (CAHPS), conducted by the agency
                    on an annual basis in accordance with Section
                    409.912(28)(e), F.S.

               b.   The plan shall use the results of the annual member
                    satisfaction survey to develop and implement plan-wide
                    activities designed to improve member satisfaction. These
                    activities shall include, but not be limited to, analyses of
                    the following: formal and informal member complaints, claims
                    timely payment, disenrollment reasons, policies and
                    procedures, and any pertinent internal improvement plan
                    implemented to improve member satisfaction. Activities
                    pertaining to

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<PAGE>

July 2002                                                  Medicaid HMO Contract

                    improving member satisfaction resulting from the annual
                    member satisfaction survey must be reported to the agency on
                    a quarterly basis.

20.13     MEDICAL RECORDS REQUIREMENTS

          The plan shall ensure medical records are maintained for each member
          enrolled under this contract in accordance with this section. The
          record shall include the quality, quantity, appropriateness and
          timeliness of services performed under this contract

          a.   The following medical record standards must be included/followed
               in each member's records as appropriate:

               1.   Identifying information on the member, including name,
                    member identification number, date of birth and sex, and
                    legal guardianship.

               2.   Each record must be legible and maintained in detail.

               3.   A summary of significant surgical procedures, past and
                    current diagnosis or problems, allergies, untoward reactions
                    to drugs and current medications.

               4.   All entries must be dated and signed.

               5.   All entries must indicate the chief complaint or purpose of
                    the visit; the objective findings of practitioner; diagnosis
                    or medical impression.

               6.   All entries must indicate studies ordered, for example: lab,
                    x-ray, EKG, and referral reports.

               7.   All entries must indicate therapies administered and
                    prescribed.

               8.   All entries must include the name and profession of
                    practitioner rendering services, for example: M.D., D.O.,
                    O.D., including signature or initials of practitioner.

               9.   All entries must include the disposition, recommendations,
                    instructions to the patient, evidence of whether there was
                    follow-up, and outcome of services.

               10.  All records must contain an immunization history.

               11.  All records must contain information on Smoking/ETOH (ethyl
                    alcohol)/substance abuse.

               12.  All records must contain record of emergency care and
                    hospital discharge summaries.

               13.  All records must reflect the primary language spoken by the
                    member and translation needs of the member.

               14.  All records must identify members needing communication
                    assistance in the delivery of health care services.

               15.  All records must contain documentation that the member was
                    provided written information concerning the member's rights
                    regarding advanced directives (written instructions for
                    living will or power of attorney), and whether or not the
                    member has executed an advance directive. The provider shall
                    not, as a condition of treatment, require the member to
                    execute or waive an advance directive in accordance with
                    Section 765.110, F.S.

          b.   The plan shall have a policy to ensure the confidentiality of
               patient records in accordance with 42 CFR Part 431, Subpart F.
               This policy shall also include confidentiality of a minor's
               consultation,

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               examination, and treatment for a sexually transmissible disease
               in accordance with Section 384.30(2), F.S.

          c.   The plan shall have a policy to ensure compliance with the
               Privacy and Security provisions of the Health Insurance
               Portability and Accountability Act (HIPAA).

          d.   The plan shall have a procedure to capture in its medical
               records, services provided to its members by non-plan providers.
               Such services must include, but not necessarily be limited to,
               family planning services, preventive services, and services for
               the treatment of sexually transmitted diseases.

20.14     MEDICAL RECORD REVIEW

          If the plan is not accredited under the provisions of 641.512, F.S. or
          if the plan is accredited by an entity that does not review the
          medical records of the plan's primary care physicians, then the plan
          shall conduct medical record reviews of Medicaid members to ensure
          that practitioners provide high quality health care that is documented
          according to established standards. These standards, which must
          include all medical record documentation requirements addressed in
          this contract, must be distributed to all providers. The plan must
          conduct these reviews at all primary care practice sites that serve 50
          members or more. Practice sites include both individual offices and
          large group facilities. Each practice site meeting this criteria must
          be reviewed at least once during the two-year contract period. The
          plan must review a reasonable number of records at each site to
          determine compliance. Five to 10 records per site is a
          generally-accepted target, though additional reviews must be completed
          for large group practices or when additional data is necessary in
          specific instances. The plan shall report the results of all medical
          record reviews to the plan analyst within 30 calendar days of the
          review.

          The plan must maintain a written strategy for conducting these
          reviews. This strategy must include designated staff who will perform
          this duty, the method of case selection, the anticipated number of
          reviews by practice site, and the tool that will be used. The plan
          must also indicate how the compiled information will be linked to
          other plan functions, such as quality improvement, credentialing, and
          peer review.

20.15     QUALITY AND PERFORMANCE MEASURES REVIEW

          Quality and performance measures reviews shall be performed at least
          once annually, at dates to be determined by the agency or as otherwise
          specified by this contract. If CAHPS, the AHCA quality indicators, the
          annual medical record audit or the external quality review indicate
          that the plan's performance is not acceptable, then the agency may
          restrict the plan's enrollment activities including but not limited to
          termination of mandatory assignments, as specified below.

     Unacceptable plan performance for purposes of this section of the contract
shall be determined as follows:

          a.   Consumer Assessment of Health Plans Survey (CAHPS) has three or
               more out of five agency-selected measures in the bottom quartile.

          b.   Plan performance for the remaining quality and performance
               measures reviews in the bottom quartile for all health plans.

          For plan performance that is not acceptable, the agency shall require
          the plan to submit a corrective action plan. Failure to provide a
          corrective action plan within the time specified shall be cause for
          the agency to immediately terminate all enrollment activities and
          mandatory assignment. When considering whether to impose a limitation
          on enrollment activities or mandatory assignment, the agency may
          consider the HMOs cumulative performance on all quality and
          performance measures.

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20.16     ANNUAL MEDICAL RECORD AUDIT

          The agency may conduct an annual medical record audit of the plan. The
          plan shall furnish specific data requested by the agency in order to
          conduct the audit. If the medical audit indicates that quality of care
          is not acceptable pursuant to contractual requirements, the agency may
          restrict the plan's enrollment activities pending attainment of
          acceptable quality of care.

20.17     INDEPENDENT MEDICAL REVIEW (EXTERNAL QUALITY REVIEW)

          The agency shall provide for an independent review of Medicaid
          services provided or arranged by the provider. The plan shall provide
          information necessary for the review based upon the requirements of
          the agency or the agency's independent peer review contractor. The
          review shall be performed at least once annually by an entity outside
          state government. If the medical audit indicates that quality of care
          is not acceptable pursuant to contractual requirements, the agency may
          restrict the plan's enrollment activities pending attainment of
          acceptable quality of care.

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30.0      MARKETING AND ENROLLMENT

30.1      MARKETING AND PRE-ENROLLMENT MATERIALS

          The plan shall ensure that all marketing, pre-enrollment, member,
          disenrollment, and grievance materials developed for the Medicaid
          population adhere to the following policies and procedures:

          a.   All materials developed for the Medicaid population must be at or
               near the fourth-grade comprehension level so that the materials
               are understandable (in accordance with Section 1932(a)(5) of the
               Social Security Act as enacted by Section 4701 of the Balanced
               Budget Act of 1997), and be available in alternative
               communication methods (such as large print, video or audio
               recordings, or Braille) appropriate for persons with
               disabilities.

          b.   The plan shall assure that appropriate foreign language versions
               of all materials are developed and available to members and
               potential members. The plan shall provide interpreter services in
               person where practical, but otherwise by telephone, for
               applicants or members whose primary language is a foreign
               language. Foreign language versions of materials are required if,
               as provided annually by the agency, the population speaking a
               particular foreign (non-English) language in a county is greater
               than five percent.

          c.   For each new contract period, the plan shall submit to the agency
               for written approval, pursuant to Section 409.912 (20), F.S., its
               marketing strategy and all marketing and pre-enrollment materials
               no later than 60 calendar days prior to contract renewal, and for
               any changes in marketing and pre-enrollment materials during the
               contract period, no later than 60 calendar days prior to
               implementation. The marketing materials must be distributed in
               the plan's entire service area in accordance with Section 4707 of
               the Balanced Budget Act of 1997.

          d.   Marketing materials include, but are not limited to, all
               solicitation materials; forms; brochures; fact sheets; posters;
               lectures; Medicaid recruitment materials and presentations;
               pre-enrollment applications, etc.

          e.   To announce a specific event, the plan shall submit a request to
               market pursuant to section 30.2.2.1, Approval Process, and
               include the announcement of the event that will be given out to
               the public.

          f.   General advertising materials and general marketing materials
               used by an HMO to solicit both non-Medicaid and Medicaid
               recipients are not subject to prior approval of the agency.

30.1.1    FRAIL/ELDERLY MARKETING AND PRE-ENROLLMENT MATERIALS

          The plan shall have marketing materials specific to their
          frail/elderly program. The following items are additional marketing
          and pre-enrollment requirements the plan must adhere to:

          a.   Pre-enrollment Materials - The plan's member pre-enrollment
               materials will need to address the specifics of the frail/elderly
               program.

          b.   Statement of Understanding - The plan must use the Frail/Elderly
               Program's Statement of Understanding provided in Section 110.9.

          c.   Long Term Care Patient's Bill of Rights - The plan shall furnish
               each member upon admission to a nursing home, a copy of Florida's
               Long Term Care Patient's Bill of Rights (Section 400.022, F.S.).

30.2      MARKETING ACTIVITIES

          The plan shall be responsible for developing and implementing a
          written plan designed to solicit enrollment from Medicaid eligible
          persons and to control the actions of its marketing staff. All of the
          marketing

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          policies set forth in this contract apply to staff, subcontractors,
          plan volunteers and all persons acting for or on behalf of the plan.
          All materials developed shall be governed by the following
          requirements.

          a.   Market Area. The plan shall limit its market area to residents
               identified in Section 90.0, Payment and Maximum Authorized
               Enrollment Levels, or in any amendment of this contract. The plan
               shall not solicit applications for enrollment from residents of a
               service area which is not authorized by the contract.

          b.   Marketing Practices. The plan is not authorized to make any
               presentations or engage in any recruitment activities that are
               not approved, in writing, by the agency.

               Violations of any of the policies listed below shall subject the
               plan to rescission of its authorization to market in all or
               specific locations, or through any or all methods, as determined
               by the agency. The plan may dispute rescission of marketing
               authorization for a period in excess of one month pursuant to
               Section 70.10, Disputes.

30.2.1    PROHIBITED ACTIVITIES

          The plan is prohibited from engaging in any of the following practices
     or activities:

          a.   In accordance with Section 409.912(18), F.S., practices that are
               discriminatory, including, but not limited to, attempts to
               discourage enrollment or reenrollment on the basis of actual or
               perceived health status.

          b.   In accordance with Section 409.912(18), F.S., activities that
               could mislead or confuse recipients, or misrepresent the
               organization, its marketing representatives, or the agency. No
               fraudulent, misleading, or misrepresentative information shall be
               used in marketing including information regarding other
               governmental programs.

          c.   Overly aggressive solicitation, such as repeated telephoning,
               continued recruitment after an offer for enrollment is declined
               by a recipient, or similar techniques. Plan representatives shall
               not directly solicit individuals for the purpose of enrolling in
               the plan except as provided in Section 30.2.2, Permitted
               Activities.

          d.   In accordance with Section 409.912(18), F.S., offers of material
               or financial gain, other than the health benefits expressed in
               this contract, provided as an incentive to enroll or remain
               enrolled.

          e.   Direct or indirect cold call marketing for solicitation of
               Medicaid recipients, either by door-to-door, telephone or other,
               in accordance with Section 4707 of the Balanced Budget Act of
               1997, and Section 409.912(18), F.S. Cold call marketing is
               defined as any unsolicited personal contact with a potential
               enrollee by an employee or agent of a managed care entity for the
               purpose of influencing the individual to enroll with the entity.

          f.   Offers of insurance, such as but not limited to, accidental
               death, dismemberment, disability or life insurance.

          g.   Enlisting the assistance of any employee, officer, elected
               official or agent of the state in recruitment of Medicaid
               recipients except as authorized in writing by the agency.

          h.   In accordance with Section 409.912(18), F.S., false or misleading
               claims that the state or county recommends that a Medicaid
               recipient enroll with the plan.

          i.   In accordance with Section 409.912( 18), F.S., claims that a
               Medicaid recipient will lose benefits under the Medicaid program
               or any other health or welfare benefits to which the recipient is
               legally entitled, if the recipient does not enroll with the plan.

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          j.   In accordance with Section 409.912(18), F.S., false or misleading
               claims that the entity is recommended or endorsed by any state or
               county agency, or by any other organization which has not
               certified its endorsement in writing to the plan.

          k.   In accordance with Section 409.912(18), F.S., false or misleading
               claims that marketing representatives are employees or
               representatives of the state or county, or of anyone other than
               the entity or the organization by whom they are reimbursed.

          1.   Offers of material or financial gain to any persons soliciting,
               referring or otherwise facilitating recipient enrollment except
               for authorized licensed marketing representatives. The plan shall
               ensure that only licensed marketing representatives market the
               plan to recipients.

          m.   Giving away promotional items in excess of a $1.00 retail value
               to attract attention. Items to be given away shall bear the
               plan's name and shall only be given away at health fairs or other
               general public events. In addition, such promotional items must
               be offered to the general public and shall not be limited to
               persons who indicate they will enroll in the plan.

          n.   The plan may not market prior to enrollment the incentives that
               shall be offered to the member as described in Section 10.10,
               Incentive Programs. Marketing may describe the programs (not the
               incentives) that shall be offered (e.g., prenatal classes). The
               plan may inform members once they are actually enrolled in the
               plan about the specific incentives available. No incentives shall
               be of a gambling or controlled substance nature (e.g., lottery
               tickets, tobacco products, drugs, alcohol, etc.).

          o.   In accordance with Section 409.912(18), F.S., marketing Medicaid
               recipients in state offices unless approved in writing and
               approved by the affected state agency when solicitation occurs in
               the office of another state agency. The agency shall ensure that
               marketing representatives stationed in state offices market their
               managed care plans to Medicaid recipients only in designated
               areas and in such a way as to not interfere with the recipients'
               activities in the state office. The plan shall not use any other
               state facility, program, or procedure in the recruitment of
               Medicaid recipients except as authorized in writing by the
               agency. Request for approval of activities at state offices must
               be submitted to the plan analyst at least 30 calendar days prior
               to the activity.

          p.   Marketing face-to-face to assigned members unless the member
               contacts the plan and requests a marketing interview. The plan
               shall keep documentation of such contacts and visits in the
               member's file. However, upon the effective date of enrollment,
               plan marketing staff or other plan staff may visit members in
               order to obtain completed new member materials. All such visits
               must be documented in the member's file.

          q.   Providing any gift, commission, or any form of compensation to
               the enrollment and disenrollment services contractor, including
               the contractor's full-time, part-time or temporary employees and
               subcontractors. The agency shall sanction any such actions as
               provided for in Section 70.17, Sanctions.

          r.   All activities included in Section 641.3903, F.S.

30.2.2    PERMITTED ACTIVITIES

          The plan may engage in the following activities under the supervision
          and with the approval of the agency:

          a.   The plan upon notifying the agency may have a marketer in
               provider offices as long as the provider approves and the
               marketer provides information to the recipient only upon request.
               In addition, the plan and the provider shall not require the
               recipient to visit the marketer, nor shall the marketer approach
               the recipient. No sales activities (i.e., enrollment
               applications) will be allowed in provider offices. However, the
               plan may leave agency approved referral cards in provider
               offices, at public events and health fairs. These cards may be
               completed by Medicaid recipients and delivered to the plan or
               turned in at the provider office. Information on the card is
               limited to name, address and telephone number of the prospective
               member and space for a signature. A space to note a contact time

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July 2002                                                  Medicaid HMO Contract

               may be provided. A follow up visit to the recipient's home may
               not occur prior to the referral being logged by the plan's
               regional or headquarters member services office. Twenty-four
               hours or the next business day must elapse after the request is
               logged before the home visit may occur.

          b.   The plan may market at state offices, health fairs and public
               events and contact thereafter, in person, potential enrollees who
               request further information about the plan in accordance with
               Section 4707 of the Balanced Budget Act of 1997. The plan shall
               submit, for review and approval by the agency, its intent to
               market at health fairs and public events at least two weeks prior
               to the event. The plan shall obtain a completed agency approved
               disclosure form from each organization participating in a health
               fair or public event prior to the event. The disclosure form is
               only required when the plan is the primary organizer of the
               health fair or public event. If the plan has been invited by a
               community organization to be a sponsor of an event, the plan
               shall provide the agency with a copy of the invitation in lieu of
               the disclosure form. All completed disclosure forms must be sent
               to the agency with the plan's request for approval of the event.

          c.   A "health fair" means an event conducted in a setting which is
               open to the public or a segment of the public (such as the
               "elderly" or "school children") at which information about health
               care services, facilities, research, preventive techniques, or
               other health care information is disseminated. At least two
               health related organizations must actively participate in the
               health fair.

          d.   A "public event" is an event sponsored for the public or segment
               of the public by two or more actively participating
               organizations, one of which may be a health organization.

          e.   The main purpose of a health fair or a public event shall not be
               Medicaid plan marketing, but Medicaid plan marketing may be
               provided at these events, subject to agency rules and oversight.

          f.   Marketing face to face to Medicaid recipients may be allowed if
               the Medicaid recipient contacts the plan's headquarters or
               regional member services office directly to request a home visit.
               The plan shall not allow the visit to the Medicaid recipient's
               home to occur before the next business day or 24 hours have
               elapsed since the request for the visit. The plan must be able to
               provide evidence to the agency that the 24-hour or next business
               day requirement has been met. The plan will be required upon
               request by the agency to provide a log that shows how initial
               contact with the recipient was made. Only agency registered
               marketing representatives shall be allowed to make home visits.
               Each plan shall make available to the agency as requested a
               report of the number of home visits made by each agency
               registered marketing representative to Medicaid recipient's
               homes.

30.2.2.1  APPROVAL PROCESS

          Health Fairs and public events shall be approved or denied by the
          agency using the following process:

          a.   A plan shall submit its bimonthly marketing schedule to the
               agency, two weeks in advance of each month. The marketing
               schedule may be revised if a plan provides notice to the agency
               one week prior to the public event or the health fair. The agency
               may expedite this process as needed.

          b.   The agency shall approve or deny the plan's bimonthly marketing
               schedule and revision request no later than the following working
               day.

          c.   The agency shall establish a standard form that shall be used by
               the plan. The form shall include minimum requirements for
               necessary information. The agency shall explain in writing what
               is sufficient information for each requirement.

          d.   The agency shall establish a statewide log to track the approval
               and disapproval of health fairs, public events, and events in
               provider offices, and state offices.

          e.   The agency may provide verbal approvals or disapprovals to meet
               the next working day requirement, but the agency shall follow up
               in writing with specific reasons for disapprovals.

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30.2.3    SUBCONTRACTOR'S COMPLIANCE

          The plan shall ensure its health care providers comply with the
          following marketing requirements:

          a.   Health care providers may give out plan brochures at health fairs
               or in their own offices comparing the benefits of different plans
               with which they contract. However, they cannot orally compare
               benefits among plans unless marketing representatives from each
               plan are present.

          b.   Health care providers may co-sponsor events, such as health fairs
               and cooperatively market and advertise with the plan in indirect
               ways; such as, television, radio, posters, fliers, and print
               advertisements.

          c.   Health care providers may announce a new affiliation with a plan
               or give a list of plans they contract with to their patients.

          d.   Health care providers cannot furnish lists of their
               fee-for-service recipients to plans with which they contract, nor
               can providers furnish other HMOs' membership lists to any plan,
               nor can providers take applications in their offices.

30.3      MARKETING REPRESENTATIVES

          The plan shall not subcontract with any brokerage firm or independent
          agent for purposes of marketing or pre-enrollment activities.

          The plan shall, prior to allowing the marketing representative to
          pre-enroll recipients, verify with the DOI that all marketing
          representatives are properly licensed pursuant to the requirements of
          Chapter 641, F.S. The plan shall also verify the marketing
          representative is in good standing with the DOI.

          The plan shall be required to register each marketing representative
          with the agency. The registration shall consist of providing the
          agency with the representative's name; address; telephone number;
          cellular telephone number, DOI license number; the names of all
          Medicaid plans with which the representative was previously employed;
          and the name of the Medicaid plan with which the agent is presently
          employed. The plan shall provide the agency on a monthly basis
          information on terminations of all marketing representatives. The plan
          shall maintain and make available to the agency upon request evidence
          of current licensure and contractual agreements with all marketing
          representatives used by the plan to recruit recipients.

          The plan shall report to the Department of Insurance and the agency
          any marketing representative who violates any of these contract
          requirements, within 15 calendar days of knowledge of such violation.

          While marketing, authorized marketing representatives shall wear
          picture identification that includes their DOI license number and
          identifies the plan represented.

          The marketing representative shall inform the recipient that the
          representative is not an employee of the state, but is a
          representative of the plan.

          The plan shall not pay commission compensation, or shall recoup
          commissions paid, to marketing representatives for new members whose
          voluntary disenrollment is effective within the first three months of
          their initial enrollment, unless the disenrollment is due to the
          member moving out of the county in which the plan has been authorized
          to operate. In addition, the plan shall not pay commission
          compensation, or shall recoup commissions paid, to marketing
          representatives for Medicaid ineligible recipients outlined in Section
          10.3, Ineligible Recipients, who were enrolled in error. A marketing
          representative's monthly commission cannot exceed 40 percent of the
          marketing representative's total monthly compensation, excluding
          benefits.

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          The plan shall instruct and provide initial and periodic training to
          its marketing representatives regarding the marketing,
          pre-enrollment, and general service provisions requirements of the
          contract.

          The plan shall implement procedures for background and reference
          checks for use in its marketing representative hiring practices.

30.4      MARKETING AND PRE-ENROLLMENT COMPLAINTS

          The plan shall develop and maintain procedures to log and resolve
          marketing and pre-enrollment complaints, including procedures that
          address the resolution of repeated complaints against marketing staff.
          The procedures shall contain a provision that a plan employee outside
          the marketing department must handle the resolution of all repeated
          marketing complaints.

30.5      PRE-ENROLLMENT ACTIVITIES

          The plan shall refer recipients interested in enrolling in the plan to
          the enrollment and disenrollment services contractor. However, the
          plan may perform pre-enrollment under the supervision of the agency or
          its designee pursuant to agency pre-enrollment and marketing
          guidelines. Pursuant to Section 409.912(26), F.S., pre-enrollment
          means the provision of marketing and educational materials to a
          Medicaid recipient and assistance in completing the application forms,
          but shall not include actual enrollment into a managed care plan. An
          application for enrollment shall not be deemed complete until the
          agency or its agent verifies that the recipient made an informed,
          voluntary choice.

          Upon approval of the agency the plan may assist the recipient with the
          completion of a pre-enrollment application in accordance with Section
          409.912(26), F.S., and agency pre-enrollment and marketing
          guidelines.

          Pre-enrollment applications may be for an individual or for a family.
          For voluntary members, all such applications must contain at least the
          following information for each applicant: name; address (home and
          mailing); county of residence; telephone number; Medicaid ID number;
          social security number; date of birth; date of application;
          applicant's signature or signature of parent or guardian; and
          marketing representative's signature and DOI license number. No health
          status information may be asked on the pre-enrollment application.

          The plan shall furnish the recipient, at the time of application, with
          a copy of the completed pre-enrollment application.

          For pre-enrollment including assignment, the plan shall accept the
          recipient in the health condition the recipient is in at the time of
          pre-enrollment.

          The plan shall accept pre-enrollment applications only from recipients
          who reside within the authorized service area. In addition, the plan
          shall enroll recipients using the provider number associated with the
          county in which the recipient resides.

          The plan shall provide a release form, in new member materials or in
          another format acceptable to the agency, to each applicant authorizing
          the plan to release medical information to the federal and state
          governments or their duly appointed agents.

          If the voluntary applicant is recognized to be in foster care by the
          plan, and is dependent, prior to enrollment the plan must receive
          written authorization from (1) a parent if the parental rights have
          not been terminated or (2) the DCF if the parental rights have been
          terminated. If a parent is unavailable, the plan shall obtain
          authorization from theca.

          The plan must provide a reasonable written explanation of the plan to
          the recipient prior to accepting the pre-enrollment application.

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          The plan shall explain to all applicants that the family may choose to
          have all members served by the same primary care provider or they may
          choose different primary care providers based on each member's needs.

          The plan shall not market to mandatory assigned recipients prior to
          the effective enrollment date of the recipient, unless the recipient
          calls and requests a visit.

30.6      ENROLLMENT

          The agency or its designee, upon receipt of the pre-enrollment
          transmission and upon receipt of Title XXI Medikids voluntary
          enrollment information from the agency's Medikids' enrollment
          contractor, shall be responsible for:

          a.   Determining the applicant's eligibility for enrollment in the
               plan.

          b.   Forwarding to the plan a list of all new members on a monthly
               basis, which shall include any voluntary Medikids enrollees to be
               enrolled by the plan.

          The plan shall provide to the agency's enrollment and disenrollment
          services contractor complete Medicaid voluntary pre-enrollment
          application data in the agreed upon format and transmission method.
          Pre-enrollment application information shall be submitted to the
          agency's enrollment and disenrollment services contractor as often as
          daily, according to the agency-approved data rules for pre-enrollment
          application submissions. Error-free applications will remain pending
          up to 60 days awaiting recipient confirmation. Applications that are
          not confirmed and processed within 60 days of the pre-enrollment
          application date will be cancelled and must be retaken by the
          applicant.

          Membership begins at 12:01 a.m. on the first day of the calendar month
          that the member's name appears on the automated enrollment report.
          However, if the agency requests the enrollment of a specific
          recipient, enrollment begins immediately upon notification. Membership
          is in whole months unless otherwise specified.

          If the plan's contract is renewed, the enrollment status of all
          members shall continue uninterrupted.

          The agency, after processing the enrollment transmission from the
          enrollment and disenrollment services contractor and determining the
          applicant's eligibility for enrollment in the plan, shall forward to
          the plan a list of all new members and their respective plan primary
          care providers on a monthly basis. Additional enrollment data
          collected by the enrollment and disenrollment services contractor
          shall be provided to the plan upon the agency taking into
          consideration any plan requests regarding transmittal items or
          formats. The agency shall be responsible for informing the plan of
          resulting items and formats.

          New eligibles and existing recipients subject to open enrollment who
          change from their current Medicaid managed health care plan shall
          remain enrolled in their plan for 12 months. Additionally, recipients
          who are reinstated or regain eligibility within 10 months of their 12
          month enrollment period shall remain "locked-in" until the date for
          the next open enrollment period. Members that move to a new county
          shall remain a member of their current plan if the plan operates in
          the new county. Recipients will only be allowed to disenroll from
          plans outside of the annual open enrollment period if they meet a
          "good cause change" reason. The agency shall forward to the plan the
          open enrollment status of the plan's current enrollees monthly.

30.6.1    BEHAVIORAL HEALTH ENROLLMENT

          To the maximum extent possible, the plan shall distribute members in
          agency Areas 1 and 6 to the plan's direct service behavioral health
          care providers based upon member choice and proximity of the member's
          residence to the plan service provider's location.

          For children in the care and custody of the DCF Foster Care, the plan
          shall consult with the appropriate DCF Family Safety and Preservation
          worker in order for the plan to identify an appropriate plan direct

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July 2002                                                  Medicaid HMO Contract

          service behavioral health care provider who shall be responsible for
          monitoring all aspects of the recipient's behavioral health care.

          Upon new enrollment or re-enrollment of a member, in addition to the
          requirements of Section 30.7, Member Notification, the plan shall
          provide the following information to the plan member:

          a.   Procedures for obtaining required behavioral health services,
               including any additional plan phone numbers to be used for
               obtaining services;

          b.   List of plan behavioral health service centers (including city
               and county);

          c.   Member Handbook, that shall include the following:

               1.   A notice that clearly states that the member may select an
                    alternative behavioral health care coordinator or direct
                    service behavioral health care provider within the plan, if
                    one is available;

               2.   Description of behavioral health services provided,
                    including limitations, exclusions and out-of-plan use;

               3.   Description of emergency behavioral health services and
                    procedures both in and out of the plan's service area;

               4.   Information to assist the member in assessing a potential
                    behavioral health problem.

          Upon the initial request for services, the plan shall provide the
          member with the name of the assigned behavioral health provider and an
          appointment with the provider that is within the required access times
          indicated in this section.

30.6.2    FRAIL/ELDERLY ENROLLMENT

          The plan shall pre-enroll Medicaid recipients into the frail/elderly
          program only if such recipients meet a nursing home level of care, as
          determined by the Department of Elder Affairs CARES unit. Such
          recipients shall be enrolled in the plan through the pre-enrollment
          procedures specified in Section 30.6, Enrollment. Enrollment is
          effective no later than the first day of the third month after the
          month in which the application is received.

30.7      MEMBER NOTIFICATION

          The plan shall develop and implement written enrollment procedures
          which shall be used to notify all new plan members of enrollment with
          the plan.

          a.   Prior to, or upon enrollment, the plan shall provide the
               following information to all new members of the plan:

               1.   A written notice providing the actual or estimated date of
                    enrollment, and the name, telephone number and address of
                    the member's primary care physician.

               2.   Notification that recipients can change their managed care
                    selection during their annual open enrollment period.

               3.   In accordance with Section 409.912(23), F.S., a plan
                    identification card or Medicaid identification card sleeve
                    that includes the plan's name, address and member services'
                    telephone, including a telephone number that a non-contract
                    provider may call for billing information, the toll-free
                    telephone number of the statewide Consumer Call Center on
                    the back side of the card (which shall be less prominently
                    displayed than the plan's member services number), and
                    effective date of enrollment; a member services handbook;
                    and a provider directory.

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               4.   An explanation that assigned members or applicants may
                    choose to have all family members served by the same primary
                    care provider or they may choose different primary care
                    providers based on each member's needs.

               5.   An explanation of the applicable restrictions of the plan,
                    especially that the recipient must use the plan providers
                    and secure appropriate referrals to receive care from
                    providers outside the plan.

          b.   The plan shall have procedures advising applicants and members of
               plan service delivery and provider network changes including the
               following:

               1.   Restrictions on provider access, including providers who are
                    not taking new patients Current members shall be advised on
                    at least a six month basis.

               2.   Termination of their assigned primary care physicians within
                    five business days after the effective date of the
                    termination.

               3.   Termination of hospital agreements within the service area
                    within five business days after the effective date of the
                    termination.

               4.   Providers' objections to counseling and referral services
                    based on moral or religious grounds within 90 calendar days
                    after the plan's change in policy regarding such a
                    counseling or referral service as required by Section
                    1932(b)(3), Social Security Act (enacted by Section 4704 of
                    the Balanced Budget Act of 1997).

               5.   Members' option to change primary care providers.

               6.   Members' responsibility to notify the plan if they move out
                    of the county where they live and to ask to disenroll if the
                    member cannot stay with the plan to which the member will
                    move, or to ask to choose a new primary care doctor if the
                    member shall remain in the plan after the move.

          c.   Pursuant to 42 CFR 417.479(h)(3), the plan shall provide
               information on the plan's physician incentive plans to any
               Medicaid recipient, upon request.

30.7.1    MEMBER SERVICES HANDBOOK

          The member services handbook shall include the following information:
          terms and conditions of enrollment including the reinstatement
          process; a description of the open enrollment process; description of
          services provided, including limitations and general restrictions on
          provider access, exclusions and out-of-plan use; procedures for
          obtaining required services, including second opinions; the toll-free
          telephone number of the statewide Consumer Call Center; emergency
          services and procedures for obtaining services both in and out of the
          plan's service area; procedures for enrollment, including member
          rights and procedures; grievance procedures; member rights and
          procedures for disenrollment; procedures for filing a "good cause
          change" request, including the agency's toll-free telephone number for
          the enrollment and disenrollment services contractor; information
          regarding newborn enrollment, including the mother's responsibility to
          notify the plan and the mother's DCF caseworker of the newborn's birth
          and assignment of pediatricians and other appropriate physicians;
          member rights and responsibilities; information on emergency
          transportation and non-emergency transportation available under the
          plan; and information regarding the health care advance directives
          pursuant to Chapter 765, F.S.

30.7.2    PROVIDER DIRECTORY

          The provider directory shall identify all service sites, pharmacies,
          hospitals, specialists, certified nurse midwives and licensed
          midwives, and ancillary providers. The directory shall include
          location addresses and telephone numbers for all primary care
          providers. For pharmacies, specialists, certified nurse midwives and
          licensed midwives, and ancillary providers, the directory shall
          include the providers' names and cities. If all pharmacy providers,
          within the plan's service area, in a chain are under contract with the

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          plan, the provider directory need only list the chain name. In
          addition, pursuant to Section 409.912(27), F.S., any lists of
          providers made available to Medicaid recipients shall be arranged
          alphabetically, showing the provider's name and specialty and,
          separately, by specialty, in alpha order. In accordance with Section
          1932(b)(3)of the Social Security Act (enacted in Section 4704 of the
          Balanced Budget Act of 1997), the provider directory must include an
          advisement that some providers may not perform certain services based
          on religious or moral beliefs.

30.7.3    MEMBER INFORMATION

          In accordance with Section 641.54(3),(4), and (5), F.S., the plan
          shall make available the following items to members upon request:

          a.   A detailed description of the plan's authorization and referral
               process for health care services which shall include reasons for
               denial of services based on moral or religious grounds as
               required by Section 1932(b)(3), Social Security Act (enacted in
               Section 4704 of the Balanced Budget Act of 1997).

          b.   A detailed description of the plan's process used to determine
               whether health care services are medically necessary.

          c.   A description of the plan's quality improvement program.

          d.   Policies and procedures relating to the plan's prescription drug
               benefits program.

          e.   Policies and procedures relating to the confidentiality and
               disclosure of the member's medical records.

          f.   The decision-making process used for approving or denying
               experimental or investigational medical treatments.

          g.   A detailed description of the plan's credentialing process.

30.7.4    NEW MEMBER MATERIALS

          Immediately upon the assigned recipients' and the Title XXI Medikids'
          enrollment, the plan shall mail to the new member materials as
          required in Section 30.7, Member Notification, and the following
          additional materials:

          a.   A request for the following information, including updates to
               this information: assigned member's name, address (home and
               mailing), county of residence, telephone number, social security
               number; a completed, signed and dated release form authorizing
               the plan to release medical information to the federal and state
               governments or their duly appointed agents; and, for agency Areas
               1 and 6 recipients, current behavioral health care provider
               information as described in Section 10.11, Behavioral Health
               Care.

          b.   A notice that members who lose eligibility and are disenrolled
               shall be automatically reenrolled in the plan if eligibility is
               regained within 12 months.

          c.   Each mailing shall include a postage paid, pre-addressed return
               envelope. The mailing envelope shall include a request for
               address correction.

          d.   The initial mailing may be combined with the primary care
               physician assignment notification specified in Section 20.6,
               Physician Choice. Each mailing shall be documented in the plan's
               records.

30.7.4.1  UNDELIVERABLE MATERIALS

          For voluntary members, if new member materials are sent via mail and
          the envelope is returned as undeliverable to the plan, the plan shall
          note such in member's file. The plan shall then make another

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          reasonable effort to provide the required materials to the member such
          as contacting the member by phone to obtain a more current address.

          For assigned recipients whose new member materials are returned
          undeliverable to the plan, the plan shall keep the returned envelope
          in the members' files and may use any of the following methods during
          the members' first three month enrollment period to contact the
          members and document such methods in the members' files.

          a.   Telephone contact at the telephone number obtained from the local
               telephone directory, directory assistance, city directory or
               other directory.

          b.   Telephone contact with the DCF Economic Self-Sufficiency Services
               office staff to determine if they have updated address
               information and telephone number.

          c.   Routine checks (at least once a month for the first three months
               of enrollment) on services or claims authorized or denied by the
               plan to determine if the member has received services, and to
               locate updated address and telephone number information.

          If a new address is secured and the plan materials requiring signature
          have not been received by the plan or are returned unsigned, the plan
          must mail the materials to the new address within ten working days of
          the receipt of the new address.

          The plan may use other methods to locate assigned members. The plan
          shall maintain policies and procedures on the methods used to locate
          assigned members and to document such members use of plan services.

30.8      ENROLLMENT REINSTATEMENTS

          Pre-enrollment applications and new member materials are not required
          for a former member who was disenrolled because of the loss of
          Medicaid eligibility and who regains his/her eligibility within three
          months and is automatically reinstated as a plan member. In addition,
          pre-enrollment and new member materials are not required for a former
          member subject to open enrollment who was disenrolled because of the
          loss of Medicaid eligibility, who regains his/her eligibility within
          10 months of his/her managed care enrollment, and is reinstated as a
          plan member by the agency's choice counseling contractor. The plan is
          responsible for assigning all reinstated recipients to the primary
          care physician who was treating them prior to loss of eligibility,
          unless the recipient specifically requests another primary care
          physician, the primary care physician no longer participates in the
          plan or is at capacity, or the member has changed geographic areas. A
          notation of the effective date of the reinstatement is to be made on
          the most recent application or conspicuously identified in the
          member's administrative file.

          The plan shall notify, in writing, each person who is to be
          reinstated, of the effective date of the reinstatement and the
          assigned primary care physician. The notifications shall distinguish
          between recipients subject to open enrollment and recipients not
          subject to open enrollment and shall include information regarding
          good cause change procedures or general plan change procedures through
          the agency's toll-free enrollment and disenrollment services
          contractor telephone number as appropriate. The notification shall
          also instruct the recipient to contact the plan if a new member card
          and/or a new member handbook are needed. The plan shall provide such
          notice to each affected person by the first day of the month following
          the plan's receipt of the notice of reinstatement.

30.9      NEWBORN ENROLLMENT

          All Medicaid eligible newborns of members are the responsibility of
          the plan and the plan is responsible for payment of medically
          necessary and well child care regardless of lack of notification by
          DCF of the newborn's Medicaid identification number. The plan remains
          responsible for the newborn, regardless of the mother's Medicaid
          eligibility or HMO enrollment status, for the birth month and the next
          two

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          consecutive months, unless the mother voluntarily disenrolls the
          newborn from the plan, the newborn loses Medicaid eligibility, or the
          newborn is enrolled by the mother in Children's Medical Services.
          Newborn enrollment shall occur through the following procedures, or in
          another format acceptable to the agency:

          a.   Upon identification of a member's pregnancy, the plan shall
               immediately notify the DCF of the unborn recipient. The plan must
               provide this notification by completing and submitting to DCF the
               Form DCF-ES 2039, In addition, the plan must indicate its name
               and address as the entity initiating referral.

          b.   The plan shall use the DCF completed form DCF-ES 2039, confirming
               the unborn's inactive enrollment in Medicaid and providing the
               unborn's Medicaid identification number, as the plan's
               pre-enrollment application for the unborn. The plan may also
               utilize recipient eligibility verification systems to record the
               unborn's inactive enrollment in Medicaid and the unborn's
               Medicaid identification number.

          c.   Upon birth or upon the hospital notifying the plan of such birth,
               the plan shall complete the Unborn Activation Form, located on
               the agency's web page, and fax the correctly completed form to
               the agency's fiscal agent.

          d.   The agency's fiscal agent shall activate the unborn's
               identification number to reflect the newborn status and will
               retroactively enroll the newborn with the mother's plan for no
               more than the first three months of life.

          e.   If the newborn was not identified through the unborn assignment
               process, the plan shall encourage the mother to contact the
               agency's enrollment and disenrollment services contractor to
               enroll her newborn with the plan.

          f.   The agency shall advise Medicaid fee-for-service providers that
               have submitted claims for newborn members to seek reimbursement
               from the plan. The plan shall be responsible for payment of such
               claims unless the plan provides proof that the mother voluntarily
               disenrolled the newborn; proof that the mother enrolled the
               newborn in Children's Medical Services; or proof of all of the
               following: that the mother was advised of the plan's
               responsibility regarding the care of that newborn, that the plan
               provided care to the newborn, and that the plan incurred
               expenditures for the newborn.

          g.   The plan shall be responsible for submitting newborn payment
               requests for any newborns known to the plan and not identified
               through the unborn assignment process in accordance with the
               procedures in Section 80.2., Newborn Payment and Procedures.

          h.   The plan shall inform the hospital and the newborn's attending
               and consulting physicians that the newborn is a plan member and
               that they must seek reimbursement from the plan.

          i.   The plan shall reimburse the agency for any fee-for-service
               claims the agency has paid for covered services provided to plan
               newborns that occurred within the first three months of life,
               unless the plan provides documentation that the services were
               already reimbursed by the plan; or provides documentation that
               the mother was advised of the plan's responsibility regarding the
               care of the newborn, provides documentation of other care
               provided by the plan to the newborn, and provides documentation
               of plan expenditures for the newborn; or that the mother
               disenrolled the newborn from the plan or enrolled the newborn in
               Children's Medical Services.

          j.   If the newborn is not enrolled by the first day of the fourth
               month after birth, the plan is not responsible for the newborn
               beginning the first day of the fourth month thereafter.

30.10     ENROLLMENT PERIOD

          The plan shall provide for open enrollment during the entire contract
          period. Enrollment may be restricted only upon authorization of the
          CMS Region IV Administration according to 42 CFR 434.25 and 434.67,

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July 2002                                                  Medicaid HMO Contract

          and with the concurrence of the Division of Medicaid. Assignments may
          be restricted upon the plan's written request if approved by the
          agency, or as provided for in Section 70.17, Sanctions.

30.11     ENROLLMENT LEVELS

          The plan is assigned enrollment levels for the operational area(s)
          indicated in Section 90.0, Payment and Maximum Authorized Enrollment
          Levels, of this contract. The number of Medicaid recipients enrolled
          in the plan may not exceed the maximum authorized enrollment level per
          county. The cost of care for any Medicaid recipients enrolled over the
          maximum level per county is a liability for the plan and shall not be
          charged to the agency or the enrolled recipient. The plan shall notify
          the enrollment and disenrollment services contractor when enrollment
          has reached the maximum number authorized.

          The plan may request an enrollment level increase from the agency and
          shall not enroll additional recipients above the approved level
          without agency approval. The agency will respond to such written
          enrollment level increase requests within 30 calendar days of receipt.

30.12     DISENROLLMENT

          The agency shall be responsible for processing disenrollments.

          a.   The plan's responsibility is to:

               1.   At the time of enrollment for new members, notify each
                    member of the right to disenroll without cause during the
                    open enrollment period or at any time for "good cause" and
                    how to initiate the disenrollment process through the
                    agency's enrollment and disenrollment services contractor.
                    Such notification must adhere to approved wording
                    specifications provided by the agency.

               2.   Ensure that disenrollees who wish to file a grievance are
                    afforded the opportunity to do so.

          b.   Except for the following reasons for proposed disenrollment, all
               members must be afforded the right to file a grievance:
               disenrollments due to moving out of the service area;
               disenrollments due to loss of Medicaid eligibility; and
               disenrollments due to death.

30.12.1   VOLUNTARY DISENROLLMENTS

          For voluntary disenrollments, the plan shall comply with the following
          requirements:

          a.   The effective date for disenrollment shall be the last day of the
               month in which disenrollment was effectuated by the agency,
               unless the agency requests an earlier or later date.

          b.   The plan shall ensure that it does not restrict the member's
               right to disenroll voluntarily in any way.

          c.   The plan and its agents shall not provide or assist in the
               completion of a disenrollment request form or assist the agency's
               enrollment and disenrollment services contractor in the
               disenrollment process, except for their own members at those
               members' request.

          d.   The plan shall ensure that all written and oral disenrollment
               requests are promptly referred to the agency's enrollment and
               disenrollment services contractor helpline as follows:

               1.   For oral requests, the plan shall immediately refer the
                    member to contact the enrollment and disenrollment services
                    contractor helpline number; and

               2.   The plan shall send, within three business days of the
                    plan's receipt of any written request, a letter to the
                    member advising the member to call the enrollment and
                    disenrollment services contractor helpline.

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          e.   The plan shall keep a daily written log or electronic
               documentation of all oral and written disenrollment requests and
               the disposition of such requests. The log shall include the
               following: the date the request was received by the plan; the
               date the member was referred to the enrollment and disenrollment
               services contractor or the date of the letter advising them of
               the disenrollment procedure, as appropriate; and the reason that
               the member is requesting disenrollment.

30.12.2   INVOLUNTARY DISENROLLMENTS

          With proper written documentation, the following are acceptable
          reasons for which the plan shall submit involuntary disenrollments to
          the agency: member death; fraudulent use of the recipient ID card;
          recipients moving outside the plan's authorized service area; or the
          plan discovers that the member is ineligible for enrollment based on
          the criteria specified in Section 10.3, Ineligible Recipients. The
          plan shall promptly submit such disenrollrnents to the agency. In no
          event shall the plan submit such disenrollment at such a date as would
          cause the disenrollment to be effective later than 59 calendar days
          after the plan's receipt of the reason for involuntary disenrollment
          The plan shall ensure that involuntary disenrollment documents are
          maintained in an identifiable member record.

          a.   If the plan discovers that an ineligible recipient has been
               enrolled, then it must notify the recipient in writing that the
               recipient shall be disenrolled the next contract month or earlier
               if necessary. Until the recipient is disenrolled, the plan shall
               be responsible for the provision of services to that recipient.

          b.   On a monthly basis, the plan shall review its ongoing enrollment
               report (FLMR 8200-R004) to ensure that all members are residing
               in the plan's authorized service area. For recipients with
               out-of-service area addresses on the enrollment report, the plan
               shall notify the recipient in writing that the recipient should
               contact the enrollment and disenrollment services contractor to
               choose another managed care option and that the member will be
               disenrolled. The plan shall involuntarily disenroll the recipient
               during the next available transmission.

          c.   For recipients who have elected services through a hospice
               program, the plan shall submit a disenrollment request to the
               agency for the recipient immediately upon obtaining notice that
               the recipient has been or shall receive hospice services. The
               disenrollment shall be effective upon the date of admission to
               the hospice program. Capitation payment made to the plan shall be
               reduced on a prorated basis for members whose disenrollment is
               effective after the first day of a month in accordance with
               Section 409.912(30), F.S.

          d.   For those recipients admitted to an institution, including
               nursing home admittance for a member who has been assessed at a
               nursing home level of care, the plan shall submit a disenrollment
               request for the recipient to the agency immediately upon
               obtaining notice that the recipient has been or shall be
               admitted. The disenrollment shall be effective upon the first day
               of the month following the date the disenrollment transmission
               was sent to the agency.

          e.   The plan may submit an involuntary disenrollment request to the
               agency plan analyst after providing to the member at least one
               verbal and at least one written warning of the full implications
               of his/her failure of actions:

               1.   for a member who continues not to comply with a recommended
                    plan of health care or misses three consecutive appointments
                    within a continuous six month period. Such requests must be
                    submitted at least 60 calendar days prior to the requested
                    effective date.

               2.   for a member whose behavior is disruptive, unruly, abusive
                    or uncooperative to the extent that his or her membership in
                    the plan seriously impairs the organization's ability to
                    furnish services to either the member or other members.

               The analyst may approve such requests provided the plan documents
               that attempts were made to educate the member regarding his/her
               rights and responsibilities, assistance which would enable the
               member to comply was offered through case management, and it has
               been determined that the

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July 2002                                                  Medicaid HMO Contract

               member's behavior is not related to the member's medical or
               behavioral condition. Recipients who are disenrolled through this
               section are not eligible for re-enrollment without the permission
               of the plan.

          f.   The plan shall submit involuntary disenrollment requests to the
               agency for assigned members that meet both of the following
               requirements:

          The plan was unable to contact the member by mail, phone, or personal
              visit within the first four months of enrollment, and

          The plan was unable to document the use of plan services by the
               member, or another family unit member, within the first four
               months of enrollment. Such disenrollments shall be submitted
               through the agency approved transmission medium specified in
               Section 60.0, Reporting Requirements on the first available
               transmission after the end of the members' fourth month of
               enrollment. The plan shall keep documentation of its inability to
               contact the member and that it has no record of providing
               services to the member, or to another family unit member, in the
               member's file.

          g.   The following are unacceptable reasons for the plan, on its own
               initiative, to request disenrollment of a member: pre-existing
               medical condition; changes in health status; and periodically
               missed appointments.

          k    For all involuntary disenrollments submitted by the plan, the
               plan shall document its reason for the involuntary disenrollment
               in the member's file.

          i.   The plan shall promptly provide involuntary disenrollment data
               via an agency approved transmission medium, on the first
               available transmission after receiving the agency's approval of
               such request or, for assigned members, by the timeframe indicated
               in f. of this subsection.

          j.   For involuntary disenrollments, documentation must contain the
               following minimum information: name; address; telephone number;
               reason for disenrollment with brief explanation; date; signature
               by plan staff and an indication as to whether or not the member
               wishes to file a grievance.

          k.   The plan shall send to the agency a monthly summary report of all
               plan submitted involuntary disenrollments pursuant to Section
               60.22, Medicaid Disenrollment Summary. This report must specify
               the reason for such disenrollments. It will be reconciled to the
               Disenrollment Report processed by the agency for the applicable
               month and shall be reviewed by the agency for compliance with
               acceptable reasons for disenrollment. The agency may reinstate
               enrollment for any member whose reason for disenrollment is not
               consistent with established guidelines.

30.12.2.1 FRAIL/ELDERLY DISENROLLMENT

          The plan may request the agency to disenroll the member at the
          beginning of a renewal period if it can be demonstrated the member
          would benefit from disenrollment, or if the member is
          institutionalized in a long term nursing facility at the conclusion of
          the state fiscal year and the plan furnishes written documentation
          based upon a CARES assessment or written assurance from the member's
          primary care physician or the administrator of the nursing facility
          where the member is placed that the nursing home placement is
          permanent and not temporary. All disenrollments for institutionalized
          members must have written prior approval by the agency and be
          submitted as involuntary disenrollments on the first available
          transmission to the fiscal agent after receiving agency approval of
          the request. Such approval shall not be unreasonably withheld.

30.13     ENROLLMENT/DISENROLLMENT VERIFICATION

          The agency shall arrange for the plan to receive a monthly list of
          eligible members and a list of those members ineligible or disenrolled
          from the HMO. The plan shall be responsible for notifying, in writing,
          enrollees involuntarily disenrolled by the plan of the disenrollment
          effective date and the reason for disenrollment, in accordance with
          Section 30.12.2 d. and e., Involuntary Disenrollments.

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40.0      ASSURANCES AND CERTIFICATIONS

40.1      MONITORING PROVISIONS

          In addition to the monitoring requirements specified in the agency's
          core contract, Section I.E.2., Monitoring, the plan shall permit the
          agency, entities authorized by the agency, and DHHS to evaluate,
          through inspection or other means, the quality, appropriateness and
          timeliness of services provided under the contract.

40.2      CERTIFICATION OF LABORATORIES AND PORTABLE X-RAY COMPANIES

          All independent laboratory testing sites providing services under this
          contract must be freestanding clinical laboratories certified under
          the Clinical Laboratory Improvement Amendments of 1988 (CLIA). The
          laboratory may provide only those specific laboratory test specialties
          and subspecialities covered by CLIA certification.

          All portable x-ray companies providing services to members at their
          place of residence must have been certified by the agency in
          accordance with Title XVIII (Medicare) standards.

40.3      GOOD FAITH EFFORT WITH SCHOOL DISTRICTS

          In accordance with Section 409.9122(2)(a), F.S., the plan assures it
          shall make a good faith effort to execute agreements (refer to Section
          110.8, Memorandum of Agreement) with school districts participating in
          the certified match program regarding the coordinated provision of
          school-based services pursuant to Sections 236.0812 and 409.908(21),
          F.S.; and to ensure that duplication of services does not occur.

40.4      GOOD FAITH EFFORT WITH COUNTY HEALTH DEPARTMENTS

          The plan assures it shall make a good faith effort to execute
          memoranda of agreement (refer to Section 110.4 for a model Memorandum
          of Agreement) with the local county health departments to provide
          services which may include, but are not limited to, family planning
          services, services for the treatment of sexually transmitted diseases,
          other public health related diseases, tuberculosis, immunizations, DCF
          foster care emergency shelter medical screenings, school-based
          services pursuant to Section 409.9122(2)(a)3., and services related to
          Healthy Start prenatal and postnatal screenings. Refer to Section
          20.13, Medical Records Requirements, and Sections 10.8.11, Physician
          Services, and 10.8.10, Independent Laboratory and Portable X-ray
          Services.

40.5      ACCREDITATION

          Commercially licensed plans shall achieve accreditation by an external
          accreditation organization approved in accordance with Section
          641.512, F.S.

40.6      MINORITY RECRUITMENT AND RETENTION PLAN

          The plan shall implement and maintain a minority recruitment and
          retention plan in accordance with Section 641.217, F.S. The plan shall
          have policies and procedures for the implementation and maintenance of
          such a plan. The minority recruitment and retention plan may be
          company-wide for all product lines.

40.7      OWNERSHIP AND MANAGEMENT DISCLOSURE

          Federal and state laws require full disclosure of ownership,
          management and control of Medicaid HMOs.

          a.   Disclosure shall be made on forms prescribed by the agency for
               the areas of ownership and control interest (42 CFR 455.104 Form
               CMS 1513), business transactions (42 CFR 455.105), public entity
               crimes (section 287.133(3)(a), F.S.), and disbarment and
               suspension (52 Fed. Reg., pages 20360-20369, and Section 4707 of
               the Balanced Budget Act of 1997). The forms are available through
               the

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July 2002                                                  Medicaid HMO Contract

               agency and are to be submitted to the agency with the initial
               application for a Medicaid HMO and then submitted on an annual
               basis. The plan shall disclose any changes in management as soon
               as those occur. In addition, the plan shall submit to the agency
               full disclosure of ownership and control of Medicaid HMOs at
               least 60 calendar days before any change in the plan's ownership
               or control occurs.

          b.   The following definitions apply to ownership disclosure:

               1.   A person with an ownership interest or control interest
                    means a person or corporation that:

                         Owns, indirectly or directly 5 percent or more of the
                         plan's capital or stock, or receives 5 percent or more
                         of its profits;

                         Has an interest in any mortgage, deed of trust, note,
                         or other obligation secured in whole or in part by the
                         plan or by its property or assets and that interest is
                         equal to or exceeds 5 percent of the total property or
                         assets; or

                         Is an officer or director of the plan if organized as a
                         corporation, or is a partner in the plan if organized
                         as a partnership.

               2.   The percentage of direct ownership or control is calculated
                    by multiplying the percent of interest which a person owns
                    by the percent of the plan's assets used to secure the
                    obligation. Thus, if a person owns 10 percent of a note
                    secured by 60 percent of the plan's assets, the person owns
                    6 percent of the plan.

               3.   The percent of indirect ownership or control is calculated
                    by multiplying the percentage of ownership in each
                    organization. Thus, if a person owns 10 percent of the stock
                    in a corporation which owns 80 percent of the plan stock,
                    the person owns 8 percent of the plan.

          c.   The following definitions apply to management disclosure:

               Changes in management are defined as any change in the management
               control of the plan. Examples of such changes are those listed
               below or equivalent positions by another title.

               1.   Changes in the board of directors or officers of the plan,
                    medical director, chief executive officer, administrator,
                    and chief financial officer.

               2.   Changes in the management of the plan where the plan has
                    decided to contract out the operation of the plan to a
                    management corporation. The plan shall disclose such changes
                    in management control and provide a copy of the contract to
                    the agency for approval at least 60 calendar days prior to
                    the management contract start date.

          d.   In accordance with Section 409.912(29), F.S., the plan shall
               annually conduct a background check with the Florida Department
               of Law Enforcement on all persons with five percent or more
               ownership interest in the plan, or who have executive management
               responsibility for the managed care plan, or have the ability to
               exercise effective control of the plan. The plan shall submit
               information to the agency for such persons who have a record of
               illegal conduct according to the background check. The plan shall
               keep a record of all background checks to be available for agency
               review upon request.

               1.   In accordance with Section 409.907(8), F.S., plans with an
                    initial contract beginning on or after July 1, 1997, shall
                    submit, prior to execution of a contract, complete sets of
                    fingerprints of principals of the plan to the agency for the
                    purpose of conducting a criminal history record check.

               2.   Principals of the plan shall be as defined in Section
                    409.907(8)(a), F.S.

          e.   The plan shall submit to the agency, within five working days,
               any information on any officer, director, agent, managing
               employee, or owner of stock or beneficial interest in excess of
               five percent of the plan

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July 2002                                                  Medicaid HMO Contract

               who has been found guilty of, regardless of adjudication, or who
               entered a plea of nolo contendere or guilty to, any of the
               offenses listed in Section 435.03, F.S.

          f.   In accordance with Section 409.912(8), F.S., the agency shall not
               contract with a plan who has an officer, director, agent,
               managing employee, or owner of stock or beneficial interest in
               excess of five percent of the plan, who has committed any of the
               above listed offenses. In order to avoid termination, the plan
               must submit a corrective action plan, acceptable to the agency,
               that ensures that such person is divested of all interest and/or
               control and has no role in the operation and management of the
               plan.

40.8      INDEPENDENT PROVIDER

          It is expressly agreed that the plan and any subcontractors and
          agents, officers, and employees of the plan or any subcontractors, in
          the performance of this contract shall act in an independent capacity
          and not as officers and employees of the agency or the State of
          Florida. It is further expressly agreed that this contract shall not
          be construed as a partnership or joint venture between the plan or any
          subcontractor and the agency and the State of Florida.

40.9      GENERAL INSURANCE REQUIREMENTS

          The plan shall obtain and maintain at all times adequate insurance
          coverage including general liability insurance, professional liability
          and malpractice insurance, fire and property insurance, and directors'
          omission and error insurance. All insurance coverage must comply with
          the provisions set forth in Rule 4-191.069, F.A.C.; excepting that the
          reporting, administrative, and approval requirements shall be to the
          agency rather than to the Department of Insurance. All insurance
          policies must be written by insurers licensed to do business in the
          State of Florida and in good standing with the Department of
          Insurance. All policy declaration pages must be submitted to the
          agency annually. Each certificate of insurance shall provide for
          notification to the agency in the event of termination of the policy.

40.10     WORKER'S COMPENSATION INSURANCE

          The plan shall secure and maintain during the life of the contract,
          worker's compensation insurance for all of its employees connected
          with the work under this contract. Such insurance shall comply with
          the Florida Worker's Compensation Law, Chapter 440, F.S. Policy
          declaration pages must be submitted to the agency annually.

40.11     STATE OWNERSHIP

          The agency shall have the right to use, disclose, or duplicate all
          information and data developed, derived, documented, or furnished by
          the plan resulting from this contract. Nothing herein shall entitle
          the agency to disclose to third parties data or information which
          would otherwise be protected from disclosure by state or federal law.

40.12     HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT COMPLIANCE

          The plan assures that it will be in compliance with the HIPAA
          regulations.

40.13     SYSTEMS COMPLIANCE

          The plan warrants that each item of hardware, software, and/or
          firmware required for the provision of service under this contract
          shall be able to accurately process date data (including, but not
          limited to, calculating, comparing, and sequencing) from, into, and
          between the twentieth and twenty-first centuries, including leap year
          calculations, when used in accordance with the item documentation
          provided by the plan, provided that all items (e.g., hardware,
          software, firmware) used in combination with other designated items
          properly exchange date data with it.

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     July 2002                                             Medicaid HMO Contract

40.14     CERTIFICATION REGARDING LOBBYING

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

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

          (1) No federal appropriated funds have been paid or will be paid, by
          or on behalf of the undersigned, to any person for influencing or
          attempting to influence an officer or an employee of any agency, a
          member of congress, an officer or employee of congress, or an employee
          of a member of congress in connection with the awarding of any federal
          contract, the making of any federal grant, the making of any federal
          loan, the entering into of any cooperative agreement, and the
          extension, continuation, renewal, amendment, or modification of any
          federal contract, grant, loan, or cooperative agreement

          (2) If any funds other than federal appropriated funds have been paid
          or will be paid to any person for influencing or attempting to
          influence an officer or employee of any agency, a member or congress,
          and officer or employee of congress, or an employee of a member of
          congress in connection with this federal contract, grant, loan, or
          cooperative agreement, the undersigned shall complete and submit
          Standard Form- LLL, "Disclosure Form to Report Lobbying," in
          accordance with its instructions.

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

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

     ________________________________       _________________________________
     Signature                                Date

     ________________________________       _________________________________
     Name of Authorized Individual              Application or Contract Number

     ________________________________________
     Name and Address of Organization

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40.15     CERTIFICATION REGARDING DEBARMENT

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

This certification is required by the regulations implementing Executive Order
12549, Debarment and Suspension, signed February 18, 1986. The guidelines were
published in the May 29,1987, Federal Register (52 Fed. Reg., pages
20360-20369).

                                  INSTRUCTIONS

1.       Each provider whose contract/subcontract equals or exceeds $25,000 in
         federal monies must sign this certification prior to execution of each
         contract/subcontract. Additionally, providers who audit federal
         programs must also sign, regardless of the contract amount. The Agency
         for Health Care Administration cannot contract with these types of
         providers if they are debarred or suspended by the federal government.

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

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

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

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

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

7.       The Agency for Health Care Administration may rely upon a certification
         of a provider that it is not debarred, suspended, ineligible, or
         voluntarily excluded from contracting/subcontracting unless it knows
         that the certification is erroneous.

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

                                  CERTIFICATION

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

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

         ____________________________           ________________
                    Signature             Date

         _______________________________________________
               Name and Title of Authorized Signee

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July 2002                                                  Medicaid HMO Contract

40.16     CERTIFICATION REGARDING HIPAA COMPLIANCE

                                  CERTIFICATION

      REGARDING HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
                                   COMPLIANCE

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

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

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

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

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

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

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

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

          7.   Accounting for Disclosures. The Provider shall make Protected
               Health Information available as required to provide an accounting
               of disclosures in accordance with 45 C.F.R. Section 164.528.

          8.   Access to Books and Records. The Provider shall make its internal
               practices, books, and records relating to the use and disclosure
               of Protected Health Information received from, or created or
               received by the

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July 2002                                                  Medicaid HMO Contract

               Provider on behalf of, the Agency to the Secretary of the
               Department of Health and Human Services or the Secretary's
               designee for purposes of determining compliance with the
               Department of Health and Human Services Privacy Regulations.

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

CERTIFICATION

               The Provider and the Agency for Health Care Administration have
               caused this Certification to be signed and delivered by their
               duly authorized representatives, as of the date set forth below.

               Provider Name:

               ________________________     ________________
                Signature              Date

               ____________________________________
               Name and Title of Authorized Signee

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July 2002                                                  Medicaid HMO Contract

50.0      FINANCIAL REQUIREMENTS

50.1      INSOLVENCY PROTECTION

          The plan shall establish a restricted insolvency protection account
          with a federally guaranteed financial institution licensed to do
          business in Florida in accordance with Section 1903(m)(l) of the
          Social Security Act (amended by Section 4706 of the Balanced Budget
          Act of 1997), and Section 409.912(15)(a), F.S. The plan shall deposit
          into that account five percent of the capitation payments made by the
          agency each month until a maximum total of two percent of the
          annualized total current contract amount is reached. No interest may
          be withdrawn from this account until the maximum contract amount is
          reached. This provision shall remain in effect as long as the plan
          continues to contract with the agency. The restricted insolvency
          protection account may be drawn upon with the authorized signatures of
          two persons designated by the plan and two representatives of the
          agency. The signature card shall be resubmitted when a change in
          authorized personnel occurs. If the authorized persons remain the
          same, the plan shall submit an attestation to this effect annually. A
          sample form (Multiple Signature Verification Agreement) may be found
          as Section 110.5. All such agreements or other signature cards must be
          approved in advance by the agency.

          a.   In the event that a determination is made by the agency that the
               plan is insolvent, as defined in Section 100.0, Glossary, the
               agency may draw upon the amount solely with the two authorized
               signatures of representatives of the agency and funds may be
               disbursed to meet financial obligations incurred by the plan
               under this contract. A statement of account balance shall be
               provided by the plan within 15 calendar days of request of the
               agency.

          b.   If the contract is terminated, expired, or not continued, the
               account balance shall be released by the agency to the plan upon
               receipt of proof of satisfaction of all outstanding obligations
               incurred under this contract.

          c.   In the event the contract is terminated or not renewed and the
               plan is insolvent, the agency may draw upon the insolvency
               protection account to pay any outstanding debts the plan owes the
               agency including, but not limited to, overpayments made to the
               plan, and fines imposed under the contract or Section 641.52,
               F.S., for which a final order has been issued. In addition, if
               the contract is terminated or not renewed and the plan is unable
               to pay all of its outstanding debts to health care providers, the
               agency and the plan agree to the court appointment of an
               impartial receiver for the purpose of administering and
               distributing the funds contained in the insolvency protection
               account. Should a receiver be appointed, he shall give
               outstanding debts owed to the agency priority over other claims.

50.2      INSOLVENCY PROTECTION ACCOUNT WAIVER

          Pursuant to Section 409.912(15)(b), the agency may waive the
          insolvency protection account requirement, in writing, when evidence
          of adequate insolvency insurance and reinsurance are on file with the
          agency which shall protect members in the event the plan is unable to
          meet its obligations.

50.3      SURPLUS START UP ACCOUNT

          All new plans, after initial contract execution but prior to initial
          member enrollment, shall submit to the agency, if a private entity,
          proof of working capital in the form of cash or liquid assets
          excluding revenues from Medicaid premium payments equal to at least
          the first three months of operating expenses or $200,000, whichever is
          greater. This provision shall not apply to plans who have been
          providing services to members for a period exceeding three continuous
          months.

50.4      SURPLUS REQUIREMENT

          In accordance with Section 409.912(14), F.S., the plan shall maintain
          at all times in the form of cash, investments that mature in less than
          180 calendar days allowable as admitted assets by the Department of
          Insurance, and restricted funds of deposits controlled by the agency
          (including the plan's insolvency

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<PAGE>

July 2002                                                  Medicaid HMO Contract

          protection account) or the Department of Insurance, a surplus amount
          equal to one and one half times the plan's monthly Medicaid prepaid
          revenues. In the event that the plan's surplus (as defined in Section
          100.0, Glossary) falls below an amount equal to one and one half times
          the plan's monthly Medicaid prepaid revenues, the agency shall
          prohibit the plan from engaging in marketing and pre-enrollment
          activities, shall cease to process new enrollments until the required
          balance is achieved, or may terminate the plan's contract.

50.5      INTEREST

          Interest generated through investments made by the plan under this
          contract shall be the property of the plan and shall be used at the
          plan's discretion.

50.6      SAVINGS

          The plan shall retain any savings realized under this contract after
          all bills, charges and fines are paid.

50.7      FIDELITY BONDS

          The plan shall secure and maintain during the life of this contract a
          blanket fidelity bond from a company doing business in the State of
          Florida on all personnel in its employment. The bond shall be issued
          in the amount of at least $250,000 per occurrence. Said bond shall
          protect the agency from any losses sustained through any fraudulent or
          dishonest act or acts committed by any employees of the provider and
          subcontractors, if any. Proof of coverage must be submitted to the
          agency's contracting officer within 60 calendar days after execution
          of the contract and prior to the delivery of health care. To be
          acceptable to the agency for fidelity bonds, a surety company shall
          comply with the provisions of Chapter 624, F.S. Proof of the fidelity
          bond shall be submitted to the agency annually during the contract
          renewal period.

50.8      FINANCIAL AND COMPLIANCE AUDIT REQUIREMENT

                         FINANCIAL AND COMPLIANCE AUDIT

     The administration of resources awarded by the Agency for Health Care
     Administration to the recipient may be subject to audits and/or monitoring
     by the Agency as described in this section.

          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 Agency
     staff, limited scope audits as defined by OMB Circular A-133, as revised,
     and/or other procedures. By entering into this agreement, the recipient
     agrees to comply and cooperate with any monitoring procedures/processes
     deemed appropriate by the Agency. In the event the Agency determines that a
     limited scope audit of the recipient is appropriate, the recipient agrees
     to comply with any additional instructions provided by the Agency to the
     recipient regarding such audit. The recipient further agrees to comply and
     cooperate with any inspections, reviews, investigations, or audits deemed
     necessary by the Comptroller or Auditor General.

          audits

     PART I: FEDERALLY FUNDED

     This Attachment is applicable if the recipient is a State or local
     government or a non-profit organization as define in OMB Circular A-133, as
     revised.

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July 2002                                                  Medicaid HMO Contract

1.       In the event that the recipient expends $300,000 or more in Federal
         awards in its fiscal year, the recipient must have a single or
         program-specific audit conducted in accordance with the provisions of
         OMB Circular A-133, as revised. PART VI of this agreement indicates
         Federal resourcesfunds awarded through the Agency. In determining the
         Federal awards expended in its fiscal year, the recipient shall
         consider all sources of Federal awards, including Federal
         resourcesfunds received from the Agency. 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
         recipient 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 recipient shall fulfill the requirements relative to
         auditee responsibilities as provided in Subpart C of OMB Circular
         A-133, as revised.

3.       If the recipient expends less than $300,000 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
         recipient expends less than $300,000 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 resourcesfunds (i.e., the cost of such an
         audit must be paid from recipient resourcesfunds obtained from other
         than Federal entities).

4.       Information concerning this section can be found on the Federal Office
         of Management and Budget Web page at:
         http://www.whitehouse.gov/omb/index

PART II: STATE FUNDED

This part is applicable if the recipient is a nonstate entity as defined by
Section 215.97(2)(1), Florida Statutes.

1.       In the event that the recipient expends a total amount of State
         Financial Assistance (i.e., State financial assistance provided to the
         recipient to carry out a State project) equal to or in excess of
         $300,000 in any fiscal year of such recipient, the recipient 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 Comptroller, and Chapters
         10.550 (local governmental entities) or 10.650 (nonprofit and for-
         profit organizations), Rules of the Auditor General. PART VI of this
         agreement indicates State Financial Assistance awarded through the
         Agency by this agreement. In determining the State Financial Assistance
         expended in its fiscal year, the recipient shall consider all sources
         of State Financial Assistance, including State Financial Assistance
         funds received from the Agency, other state agencies, and other
         nonstate entities. State Financial Assistance does not include Federal
         direct or pass--through awards and resources received by the nonstate
         entity for Federal program matching requirements.

2.       In connection with the audit requirements addressed in Part II,
         paragraph 1, the recipient 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 recipient 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 recipient 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 nonstate entity's
         resources non-State funds (i.e., the cost of such an audit must be paid
         from the recipient's resourcesfunds obtained from other than State
         entities).

4.       Information concerning this section can be found on the State of
         Florida Web page at:
         http://www.myflorida.com/myflorida/government/governorinitiatives/fsaa/

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July 2002                                                  Medicaid HMO Contract

PART III: OTHER AUDIT REQUIREMENTS

1.       45 CFR, Part 74.26(d) extends OMB requirements, as stated in Part I
         above, to for-profit organizations.

PART IV: REPORT SUBMISSION

1.       Copies of reporting packagesaudit reports for audits conducted in
         accordance with OMB Circular A-133, as revised, and required by PART I
         of this agreement shall be submitted, when required by Section .320
         (d), OMB Circular A-133, as revised, by or on behalf of the recipient
         directly to each of the following:

         A.  The Agency for Health Care Administration at the following address:

                  See AHCA Standard Contract document, Section III,C,l

         B. The Federal Audit Clearinghouse designated in OMB Circular A-133, as
            revised (the number of copies required by Sections .320 (d)(l) 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
         recipient shall submit a copy of the financial reporting package
         described in Section .320 (c), OMB Circular A-133, as revised, and any
         management letters issued by the auditor, to the Agency at the
         following address:

         A. The Agency for Health Care Administration at the address indicated
            in the Standard Contract document,
            Section III, C, 1.

         B. To the Federal Agency or pass-through entity making the request for
            a copy of the reporting package.

3.       Copies of financial reporting packages required by PART II of this
         agreement shall be submitted by or on behalf of the recipient directly
         to each of the following:

         A. The Agency for Health Care Administration at the address indicated
            in the Standard Contract document,
            Section III, C,l.

         B. The Auditor General's Office at the following address:

                  Auditor General's Office
                  Room 401, Pepper Building
                  111 West Madison Street
                  Tallahassee, Florida 32399-1450

4.       Copies of reports or management letters required by PART III of this
         agreement shall be submitted by o(?) on behalf of the recipient
         directly to:

                                       76

<PAGE>

July 2002                                                  Medicaid HMO Contract

         A. The Agency for Health Care Administration at the address indicated
            in the Standard Contract document,
            Section III, C,l.

         B. The Federal Department of Health and Human Services

                National External Audit Resources Unit
                323 West 8th St., Lucas Place-Room 514
                Kansas City, MO 64105.

         C. The Federal Audit Clearinghouse designated in OMB Circular A-133, as
            revised (the number of copies required by Sections .320 (d)(l) and
            (2), OMB Circular A-133, as revised, should be submitted to the
            following address:

                Federal Audit Clearinghouse
                Bureau of the Census
                1201 East 10th Street
                Jeffersonville, IN 47132

5.       Any reports, management letters, or other information required to be
         submitted to the Agency pursuant to this agreement shall be submitted
         timely in accordance with OMB Circular A-133, Florida Statutes, and
         Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and
         for-profit organizations), Rules of the Auditor General, as applicable.

6.       Recipients, when submitting financial reporting packages to the Agency
         for audits done in accordance with OMB Circular A-133, orand Chapters
         10.550 (local government entities) or 10.650 (nonprofit and for-
         profit) organizations, Rules of the Auditor General, should indicate
         the date that the reporting packageaudit report was delivered from the
         auditor to the recipient in correspondence accompanying the reporting
         packageaudit report. This can be accomplisheddone by providing the
         cover letter from the reporting packageaudit report received from the
         auditor or a cover letter indicating the date the audit reporting
         package was received by the recipient.

PART V: RECORD RETENTION

1.       The recipient shall retain sufficient records demonstrating its
         compliance with the terms of this agreement for a period of five (5)
         years from the date the audit report is issued, and shall allow the
         Agency or its designee, Comptroller, or Auditor General access to such
         records upon request. The recipient shall ensure that audit working
         papers are made available to the Agency or its designee, Comptroller,
         or Auditor General upon request for a period of five (5) years from the
         date the audit report is issued unless extended in writing by the
         Agency.

         NOTE: Section .400(d) of the OMB Circular A-133, as revised, and
         Section 215.97 (5)(a), Florida Statutes, require that the information
         about Federal Programs and State Projects Programs included in Part VI
         of this attachment be provided to the Provider organization if the
         Provider is determined to be a recipient. If Part VI is not included
         the Provider has not been determined to be a recipient as defined by
         the above referenced reverenced federal and state laws.

                                       77

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.0      REPORTING REQUIREMENTS

60.1      FISCAL AGENT REPORTS

          THE FOLLOWING INFORMATION WILL BE PROVIDED BY THE MEDICAID FISCAL
          AGENT TO THE CONTRACT MEDICAID HMO:

          1.   Transaction Input Summary Report (FLMR 8200-R005) - Indicates the
               errors that were made in the enrollment/disenrollment data
               submitted.

          2.   New Enrollee Report (FLMR 8200-R001) - Lists the new enrollees as
               of the report's effective date. New enrollments will include
               newborns for which the plan has received a completed form DCF-ES
               2039 indicating that the newborn is a Medicaid recipient.

          3.   Cancellation Report (FLMR 8200-R002) - Lists those persons who
               were previously enrolled erroneously and are being removed. Their
               effective cancellation dates are the same as their enrollment
               dates.

          4.   Disenrollment Report (FLMR 8200-R003) - Lists those persons who
               are no longer eligible for Medicaid or who have been disenrolled
               from the plan as of the report's effective date.

          5.   New Enrollees Under 21 (FLMR 8200-R007) - Lists those eligible
               members newly enrolled.

          6.   Cap Update Report (FLMR 8200-R008) - Lists the enrollees' use of
               their 45 day hospital inpatient cap.

          7.   Disenrollment under 21 (FLMR 8200-R006) - Lists those eligible
               members newly disenrolled.

          8.   Ongoing Report (FLMR 8200-R004) - Lists all persons who are
               enrolled in the plan as of the report's effective date.

          9.   HMO Reinstatement Report (FLMR 8200-R009) - Lists those persons
               who were disenrolled for loss of eligibility but who regained
               their Medicaid eligibility within 3 months of the previous plan.

          10.  HMO Same Month Reinstatement Report - Lists those members from
               the disenrollment report who were reinstated prior to the
               beginning of the month with no break in service.

               The plan shall review these reports for accuracy and will notify
               the agency if discrepancies are found

60.2.     HMO REPORTING REQUIREMENTS

          The plan is responsible for complying with all the reporting
          requirements established by the agency. The plan is responsible for
          assuming the accuracy and completeness of the reports as well as the
          timely submission of each report. Before October 1 of each contract
          year, the plans shall deliver to the agency a certification by an
          agency approved independent auditor that the CHCUP screening rate
          report in Table 1 has been fairly and accurately presented. In
          addition, the plans shall deliver to the agency a certification by an
          agency approved independent auditor that the quality indicator data
          reported for the previous calendar year have been fairly and
          accurately presented before October 1. If a reporting due date falls
          on a weekend, the report will be due to the agency on the following
          Monday. The agency will furnish the plan with the appropriate
          reporting formats, instructions, submission timetables and technical
          assistance as required.

          The agency reserves the right to modify the reporting requirements to
          which the plan must adhere but will allow the plan 90 calendar days to
          complete the implementation, unless otherwise required by law. The
          agency shall provide the plan written notification of modified
          reporting requirements. The reporting requirements specifications are
          outlined in this section. Failure of the plan to submit required
          reports accurately and within the time frames specified may result in
          sanctions being levied.

          The agency is developing and will require encounter data reporting
          from the plan. The specification for these encounter data will be
          developed and provided to the plan in writing allowing an
          implementation period of at least 90 days. There will be three
          encounter data specifications; hospital inpatient encounters,
          physician encounters, and pharmacy encounters. The pharmacy encounter
          and hospital inpatient data are currently required in this contract
          and are subject to modification. The physician encounter data will be
          a new requirement which will replace the service utilization summary
          report. Each type of encounter data will require the following types
          of information: plan identification, patient identification, service
          provider identification, diagnostic and treatment information.

                                       78
<PAGE>

July 2002                                                  Medicaid HMO Contract

       TABLE 1. SUMMARY OF REPORTING REQUIREMENTS FOR MEDICAID CONTRACTED
                        HEALTH MAINTENANCE ORGANIZATIONS

<TABLE>
<CAPTION>
MEDICAID HMO REPORTS REQUIRED BY AHCA

                                     LEVEL OF
            REPORT NAME              ANALYSIS                      FREQUENCY                               SUBMISSION MEDIA
<S>                              <C>                <C>                                        <C>
Enrollment, Disenrollment, and   Location Level     Monthly                                    Asynchronous Transfer to fiscal agent
Cancellation Report for Payment;
Table 2

Medicaid HMO/PHP Disenrollment   Location Level     Monthly, within 15 days from the           Electronic mail or diskette
Summary                                             beginning of the reporting month           submission
Table 3

Frail Elderly Disenrollment      Location Level     Annually, due by June 1                    Electronic mail or diskette
Summary                                                                                        submission

Newborn Payment Report           Individual Level   Monthly.                                   Electronic mail or diskette
Table 4                                                                                        submission

Service Utilization Summary      Plan Level         Quarterly, within 45 days of end of        Electronic mail or diskette
Tables 5 and 6                                      reporting quarter                          submission

Grievance Reporting              Individual Level   Quarterly, within 45 days of end of        Electronic mail or diskette
Table 7                                             reporting quarter                          submission

Inpatient Discharge Report       Individual Level   Quarterly, within 5 days from the end of   Electronic mail or diskette
Table 8                                             the reporting quarter                      submission

Pharmacy Encounter Data          Individual Level   Quarterly, within one month from the       Electronic mail or CD submission
Table 9                                             end of the quarter

Claims Inventory Summary Report  Plan Level         Quarterly, within 45 days of the end of    Electronic mail of diskette
                                                    the reporting quarter                      submission

Marketing Rep. Report            Plan Level         Monthly, within 30 days from the end of    Electronic mail or diskette
Table 10                                            the reporting month                        submission AHCA supplied spreadsheet
                                                                                               template

Provider Network Report          Location Level     At least monthly                           Electronic submission to choice
Table 11                                                                                       counseling contractor in format
                                                                                               specified by choice counseling
                                                                                               contractor

Child Health Check-Up Reporting  Plan Level         Annually, for previous federal fiscal year Electronic mail or diskette
Table 12                                            (Oct-Sept) due by January 15.              submission of completed Child Health
                                                                                               Check-Up Reporting spreadsheet file

Child Health Check-Up Reporting, Plan Level         As required by Section 10.8.1 f. of this   Electronic mail or diskette
Table 13                                            contract                                   submission of completed spreadsheet
                                                                                               file

AHCA Quality                     Plan Level         Annually, for previous calendar year, due  Electronic mail, CD ROM or diskette
Indicators                                          October 1.                                 submission

Frail/Elderly Care Service       Individual Level   Quarterly, within 45 days of end of        Electronic mail, CD ROM or diskette
Utilization Report                                  reporting quarter                          submission

Financial Reporting              Plan Level         Quarterly, within 45 days of end of        AHCA supplied spreadsheet template on
                                                    reporting quarter                          diskette

Audited Financial Report         Plan Level         Annually, within 90 days of end of plan    Electronic mail or diskette
                                                    Fiscal Year                                submission

Minority Business Enterprise     Individual Level   Monthly by the fifteenth                   Electronic mail
Contract Reporting

Suspected Fraud Reporting        Plan Level

Behavioral Health: Allocation of Area 6 and Area 1  Monthly, within 15 days of the beginning   Electronic mail or diskette
Recipients, Targeted Case        Location Level     of the reporting month                     submission of completed
Management, Grievance, and                                                                     agency-supplied template
Critical Incident Reporting

Behavioral Health: Service       Area 6 and Area 1  Quarterly, within 45 days of the end of    Electronic mail or diskette
Utilization Detail and Summary   Location Level and the quarter                                submission of completed
                                 Individual Level                                              agency-supplied template

Behavioral Health: Annual        Area 6 and Area 1  Annually, due no later than April 1.       Electronic mail or diskette
Expenditure Report               Plan Level                                                    submission of completed
                                                                                               agency-supplied template
</TABLE>

                                       79

<PAGE>

July 2002                                                  Medicaid HMO Contract

All plans must use the same naming convention for all submitted reports. Unless
otherwise noted, each report will have an 8-digit file name, constructed as
follows:

<TABLE>
<S>                 <C>               <C>
Digit 1             Report Identifier Indicates the report type. Use H for
                                      hospital discharge data, G for grievance
                                      report, M for Medicaid disenrollment, F
                                      for Frail Elder Disenrollment, S for
                                      Service utilization, N for Newborn
                                      payment, and P for Pharmacy data.

Digits 2, 3, and 4  Plan Identifier   Indicates the specific plan submitting the
                                      data by the use of 3 unique alpha digits.
                                      Comports to the plan identifier used in
                                      exchanging data with the enrollment
                                      broker.

Digits 5 and 6      Year              Indicates the year. For example, reports
                                      submitted in 2002 should indicate 02.

Digits 7 and 8      Time Period       For reports submitted on a quarterly
                                      basis, use Q1, Q2, Q3 or Q4. For reports
                                      submitted monthly, use the appropriate
                                      month, such as 01, 02, 03, etc.
</TABLE>

DEFINITIONS FOR TABLE 1

1.  LEVEL OF ANALYSIS:

         INDIVIDUAL LEVEL: One record is required for each plan member who meets
         the report criteria.
         LOCATION LEVEL: One record is required for each county in which your
         plan has enrollment.
         PLAN LEVEL: One record is required for your entire plan.

2.  SUBMISSION MEDIA

         ASYNCHRONOUS TRANSFER TO FISCAL AGENT. The communications protocol and
         the file layout will be defined in the instruction for the report.

3.       ELECTRONIC MAIL OR DISKETTE SUBMISSION. The file layout will be defined
         in the report instructions. All files must be dBASE III compatible,
         unless otherwise noted. These files can be put on a diskette and mailed
         to the following address:

                  Agency for Health Care Administration
                  Bureau of Managed Health Care
                  Data Analysis Unit
                  Building 1, Room 337; Mail Stop Code #26
                  2727 Mahan Drive
                  Tallahassee, FL 32308

         OR

         Attached to an Internet e-mail message and electronically mailed to the
         Agency for Health Care Administration at the following address:

                  MMCDATA@FDHC.STATE.FL.US

         AHCA SUPPLIED SPREADSHEET TEMPLATES ON DISKETTE. The agency will
         provide templates to the plans for financial and CHCUP reporting. These
         templates can be used with Excel spreadsheet applications. The
         spreadsheets are to be completed and the diskette mailed to the address
         indicated above or attached to an Internet e-mail message and
         electronically mailed to the Agency for Health Care Administration at
         the email address noted above. Financial reports only must be sent to
         the following e-mail address:

            MMCFIN@FDHC.STATE.FL.US

                                       80

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.1   ENROLLMENT, DISENROLLMENT, AND CANCELLATION REPORT FOR PAYMENT

         This report is to be submitted monthly to the Florida Medicaid fiscal
         agent. This report may only be submitted in a file of the structure
         defined below and transmitted asynchronously to the Medicaid fiscal
         agent using the communication protocol defined below. The plan is
         required to submit each month the data shown in Table 2 for every
         person who is to be involuntarily disenrolled (using an action code 2
         transaction), or transferred to a different county of operation within
         the plan (using an action code 2 transaction with the old provider
         number county and an action code 1 with the new provider number
         county). Enrollment transactions should be submitted only by those
         entities that participate in the Frail/Elderly program, since all other
         enrollment transactions are completed by the agency-contracted
         enrollment broker. The plan shall also use this file to submit monthly
         the number of inpatient days paid by the plan during the previous month
         for each enrolled recipient. These transactions will be applied by the
         fiscal agent to the recipient eligibility file.

         The transfer file will be a fixed record length ASCII file (80 bytes)
         to be transferred to the Medicaid fiscal agent. The file transfer
         protocol will be defined by the Medicaid fiscal agent. The fiscal agent
         is authorized to process the monthly enrollment input data by
         authorized plans only as an electronic transaction in which payment is
         generated for each member according to the established capitation rate.
         Around the 10th of each month the plan will receive the remittance
         invoice accompanied by a payment warrant. The amount of payment is
         determined by the number of members enrolled in each capitation
         category and any adjustments that may apply. Manual adjustments may be
         made as necessary for state-initiated enrollments or disenrollments.

           TABLE 2. FILE LAYOUT FOR MONTHLY ENROLLMENT, DISENROLLMENT,
                      AND CANCELLATION REPORT FOR PAYMENT

MONTHLY ENROLLMENT, DISENROLLMENT, AND CANCELLATION REPORT FOR PAYMENT FILE
SPECIFICATION

<TABLE>
<CAPTION>
                                            FIELD                    START     END   CHARACTER
 DATA ELEMENT                               NAME             LENGTH  COLUMN  COLUMN  OR NUMERIC
<S>                               <C>                        <C>     <C>     <C>     <C>
0=cap update, 1=enrollment,       Action Code                   1       1       1        N
2=disenrollment, 3=cancellation
7=unable to locate

Valid 9 digit provider number     Provider Number               9       2      10        N

Valid 10 digit Medicaid recipient Recipient Medicaid           10      11      20        N
I.D. number                       Number

Recipient's last name             Recipient Last Name          12      21      32        C

Recipient's first name            Recipient First Name          9      33      41        C

Recipient's date of birth         Recipient Date of Birth -     8      42      49        N
(MMDDYYYY)                        MMDDYYYY

HMO/PHP assigned recipient I.D.   HMO Recipient ID              9      50      58        C

HMO location, assigned by plan    HMO Location                 10      59      68        C

Fiscal year identifier, used to   HMO Fiscal Year               1      69      69        C
represent the fiscal year to      Identifier
which action code 0 information
pertains. Cap limits are
reinstated at the beginning of
the state fiscal year, therefore
enter the last digit of the year
corresponding to the first half
of the fiscal year in which
inpatient days were utilized.
(e.g. For the 2002-2003 fiscal
year enter 2. For the 2003 - 2004
fiscal year enter 3.)

Number of inpatient days being    CAP HMO Units Used-           3      70      72        N
</TABLE>

                                       81

<PAGE>

July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>                               <C>                        <C>     <C>     <C>     <C>
reported via action code 0 (cap   Input
update). Must be right justified
in field.

Inactive field, zero fill         Filler                        4      73      76        C

Transaction date (MMYY) This      HMO Transaction Date-         4      77      80        C
should reflect the date the       MMYY
transaction will be effective.
Must be the month following the
submission of the file.
</TABLE>

                                       82

<PAGE>

July 2002                                               Medicaid HMO Contract

60.2.2   MEDICAID HMO DISENROLLMENT SUMMARY(M***YYMM.dbf)

         This report provides a uniform means of reporting each HMO's monthly
         involuntary disenrollments. The report is required to enable the agency
         to assess the reasons for each HMO and to assure that members are
         disenrolled in compliance with contract guidelines.

         The plan will submit one record per location (unique 9 digit Medicaid
         provider number) in the M***YYMM.dbf file format.

         The plan will submit this report monthly, by the 15th day of the month
         being reported. The M***YYMM.dbf file will be submitted to the agency
         via Internet e-Mail to MMCDATA@FDHC.STATE.FL. US or on a high density
         3.5" diskette (IBM compatible, 1.44 Mb) received by the due date at the
         address given in Section 60.2.

         Agency staff will perform site reviews of disenrollee files to assess
         the accuracy of these reports and to review the documentation of
         reasons for disenrollment. These reviews will include a review of
         disenrollment due to patient deaths and disenrollments for reasons
         reported as other.

TABLE 3. FILE LAYOUT FOR MEDICAID HMO DISENROLLMENT SUMMARY REPORTING FILE

<TABLE>
<CAPTION>
FIELD NAME                                DESCRIPTION                             TYPE    WIDTH
----------                                -----------                             ----    -----
<S>         <C>                                                                <C>        <C>
 PLAN ID    9 digit provider code (includes 2 digit location)                  Character    9
FROM DATE   The beginning date of the reporting period                            Date      8
 TO DATE    The ending date of the reporting period                               Date      8

   I1       Missed 3 consecutive appointments in continuous 6 month period      Numeric     7
   I2       Moved out of service area                                           Numeric     7
   I3       Admitted to long term care facility                                 Numeric     7
   I4       Fraudulent use of Medicaid or plan ID card                          Numeric     7
   I5       Death of enrollee                                                   Numeric     7
   I6       Loss of Medicaid eligibility                                        Numeric     7
   I7       Resident of state hospital or correctional institution              Numeric     7
   I8       Unable to locate                                                    Numeric     7
   I9       Resident of an ICF/DD                                               Numeric     7
   I10      Hospice                                                             Numeric     7
   I11      Participants of the Project AIDS Care waiver program                Numeric     7
   I12      Participants of the assisted living waiver                          Numeric     7
   I13      Residents of a prescribed pediatric extended care center            Numeric     7
   I14      Members of the Florida Assertive Community Treatment Team (FACT)    Numeric     7
   I15      Enrolled in Medicare HMO                                            Numeric     7
   I16      Major medical third party coverage                                  Numeric     7
   I17      Enrolled in + receiving services through Children's Med. Services.  Numeric     7
   I18      Admission to a DJJ residential commitment program/facility          Numeric     7
</TABLE>

                                       83

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.23    FRAIL/ELDERLY ANNUAL DISENROLLMENT SUMMARY REPORT (E***YY06.dbf)

         This report provides a uniform means of reporting disenrollments from
         the frail/elderly program.

         The plan will submit one record per location (unique 9 digit Medicaid
         provider number) in the F***YY06.dbf file format defined in this
         section.

         The plan will submit this report annually, by June 1. The file will be
         submitted to the agency via Internet e-Mail to MMCDATA@FDHC.STATE.FL.
         US or on a high density 3.5" diskette (IBM compatible, 1.44 Mb)
         received by the due date at the address given in Section 60.2.

         Agency staff will perform site reviews of disenrollee files to assess
         the accuracy of these reports and to review the documentation of
         reasons for disenrollment. These reviews will include a review of
         disenrollment due to patient deaths and disenrollments for reasons
         reported as other.

FILE LAYOUT FOR FRAIL/ELDERLY DISENROLLMENT SUMMARY REPORTING FILE

<TABLE>
<CAPTION>
FIELD NAME                                DESCRIPTION                             TYPE       WIDTH
----------                                -----------                             ----       -----
<S>         <C>                                                                   <C>        <C>
 PLAN ID    9 digit provider code (includes 2 digit location)                     Character    9
FROM DATE   The beginning date of the reporting period (mm/dd/yy)                   Date       8
 TO DATE    The ending date of the reporting period (mm/dd/yy)                      Date       8
    V1      Expects to move                                                        Numeric     7
    V2      Wishes to see private M.D, or practitioner, or attend another clinic   Numeric     7
    V3      Dissatisfied with plan policies or procedures                          Numeric     8
    V4      Enrolled/Enrolling in MediPass                                         Numeric     8
    V5      Marketing representative complaint or misrepresentation of plan        Numeric     7
    V6      Enrolled/Enrolling in other Medicaid HMO                               Numeric     7
    V7      Other Voluntary                                                        Numeric     7
    V8      Participants of the Assistive Care Services Program                    Numeric     7
    I1      Missed 3 consecutive appointments in continuous 6 month period         Numeric     7
    I2      Moved out of service area                                              Numeric     7
    I3      Admitted to long term care facility                                    Numeric     7
    I4      Fraudulent use of Medicaid or plan ID card                             Numeric     7
    I5      Death of enrollee                                                      Numeric     7
    I6      Loss of Medicaid eligibility                                           Numeric     7
    I7      Other involuntary                                                      Numeric     7
    I9      Resident of an ICF/DD                                                  Numeric     7
    I10     Hospice                                                                Numeric     7
    I11     Participants of the Project AIDS Care waiver program                   Numeric     7
    I12     Participants of the Assisted Living Waiver                             Numeric     7
    I14     Members of the Florida Assertive Community Treatment Team              Numeric     7
            (FACT)
    I15     Enrolled in Medicare HMO                                               Numeric     7
    I16     Major medical third party coverage                                     Numeric     7
</TABLE>

                                       84

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.4   NEWBORN PAYMENT REPORT (N***YYMM.dbf)

         This electronic report facilitates monthly reporting of those newborns
         who meet the following conditions: Newborns who were not identified
         through the unborn assignment process and are the newborn children of a
         mother enrolled in a Medicaid health maintenance organization.

         This report serves as a request for payment of capitation for the birth
         month of newborns born to mothers enrolled in the plan who were not
         identified through the unborn assignment process. In addition, this
         report facilitates capitation payment for those newborns not enrolled
         through the choice counseling contractor in the month following birth
         and, possibly, the second month following birth. This report is NOT
         part of the enrollment process; however, it acts as documentation for
         newborns that the plan was unable to enroll through the unborn
         assignment process. The plan is expected to encourage the mother to
         contact the choice counseling contractor to enroll the newborn through
         the regular enrollment process.

         Each newborn shall appear on only one Newborn Payment Report and shall
         not be included unless the required report elements are provided. In
         all instances the request for payment must be received within 15 months
         from the newborn's birth month. Payment is allowed for the newborn's
         birth month regardless of when the birth occurs during the month. The
         plan shall submit this information to the agency in the required dbf
         format or payment will not be made. This report may be electronically
         mailed to the agency or copied on a 3.5" diskette and mailed to the
         agency.

TABLE 4. FILE STRUCTURE FOR NEWBORN PAYMENT REPORT

<TABLE>
<CAPTION>
FIELD NAME                      DESCRIPTION       WIDTH    (???)                  SPECIAL INSTRUCTION
----------                      -----------       ------   -----                  -------------------
<S>                             <C>               <C>      <C>       <C>
Plan id                         Character              9             The provider ID number must be recipient-specific.
                                                                     Thus, a single newborn payment report may contain
                                                                     many different provider numbers.

Plan name                       Character              20

Baby_lname                      Character              20            Newborn's Last Name

Baby_fname                      Character              15            Newborn's First Name

Baby_m                          Character               1            Newborn's Middle Initial. Providing this information is
                                                                     optional, though the structure of the file submitted must
                                                                     contain this field.

Baby_id                         Character              10            Newborn's 10-digit Medicaid Recipient ID Number.
                                                                     The ID must be valid or the requested payment will not
                                                                     be made.

Baby_dob                        Date                    8            Newborn's date of birth. Must be in mm/dd/yy format.
                                                                     Though century is not indicated in the file, when the
                                                                     century is "set on" in a database file, the accurate
                                                                     century must be reflected or the file will be returned
                                                                     unpaid.

Mom_lname                       Character              20            Mother's Last Name

Mom_fname                       Character              15            Mother's First Name

Mom_m                           Character               1            Mother's Middle Initial. Providing this information is
                                                                     optional, though the structure of the file submitted must
                                                                     contain this field.

Mom_id                          Character              10            Newborn's 10-digit Medicaid Recipient ID Number.
                                                                     The ID must be valid or the requested payment will not
                                                                     be made.

City                            Character              15            Mother's City of Residence

Zip                             Character               9            Mother's 9-digit Postal Zip Code (5-digit zip codes will
                                                                     be accepted.)

Dos (?)                         Date                    8            First day of the third month of service provision to the
                                                                     newborn. Must be in mm/dd/yy format. DOS 1 must be
                                                                     the first day of the month of the baby' birth or payment
</TABLE>

                                       85
<PAGE>

July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>        <C>       <C>   <C>   <C>
                                 will not be made. Though century is not indicated in the file,
                                 when the century is "set on" in a database file, the accurate
                                 century must be reflected or the file will be returned unpaid.

Dos2         Date    8           First day of the second month of service provision to the
                                 newborn. Requests for capitation for Dos2 will be accepted only
                                 if a requests is also made for payment of Dos1. Must be in
                                 mm/dd/yy format. Though century is not indicate in the file,
                                 when the century is set on in a database file, the accurate
                                 century must be reflected or the file will be returned unpaid.

Dos3         Date    8           First day of the third month of service provision to the
                                 newborn. Requests for capitation for Dos3 will be accepted only
                                 if a request is also made for payment of Dos2. Must be in
                                 mm/dd/yy format. Though century is not indicated in the file,
                                 when the century is set on in a database file, the accurate
                                 century must be reflected or the file will be return unpaid.

R1         Numeric   7     2     The plan's established capitation amount to be paid based on
                                 the newborn's location for the month and fiscal year of the
                                 first month of life.

R2         Numeric   7     2     The plan's established capitation amount to be paid based on
                                 the newborn's location for the month and fiscal year of the
                                 second month of life.

R3         Numeric   7     2     The plan's established capitation amount to be paid based on
                                 the newborn's location for the month and fiscal year of the
                                 third month of life.

Amount     Numeric   7     2     Total capitation amount requested.
</TABLE>

60.2.5   SERVICE UTILIZATION SUMMARY (S***YYQ*.dbf)

         The plan will submit service utilization reports to the agency in the
         format defined below. This data includes services provided to MediKids
         members. This report is due within 45 calendar days after the end of
         the quarter being reported. For reporting purposes, calendar year
         quarters end as follows: Quarter 1, March; Quarter 2, June; Quarter 3,
         September; Quarter 4, December. The agency reserves the right to
         modify information and format.

         The plan will submit quarterly service utilization reports in the
         format of the dBASE III+ compatible file (S***YYQ*.dbf) defined below.

         1.   Medicaid ID: The 7 digit Medicaid provider number for a Medicaid
              contracted plan.

         2.   Report Type: Fill in the field rept_type with the value SUT to
              indicate the service utilization report.

         3.   Reporting Period: Complete the from_date and to_date fields with
              the beginning and ending dates of the quarter you are reporting.
              All date fields must be completed in traditional dbf format of
              mm/dd/yy.

         4.   Service Utilization Measures:

              Each Service Utilization measure described below will be reported
              by recipient eligibility category as defined on Table 5. These
              categories are AFDC related (AFDC, foster care, SOBRA), SSI with
              no Medicare, SSI with Medicare part B, SSI with Medicare part A
              and B, and persons served under the Frail Elderly program.

              A)   Hospital Inpatient (Days): Enrollee inpatient days provided
                   in the quarter. Do not report the number of stays or visits.

              B)   Emergency Center (Visits): Enrollee visits emergency centers
                   (e.g. hospital emergency rooms and emergency clinics).

                                       86

<PAGE>

July 2002                                              Medicaid HMO Contract

               C)   Physician Office (Visits): Enrollee visits to physician's
                    offices (e.g., primary or specialty care by medical
                    doctor or doctor of osteopathic medicine).

               D)   Non-Physician Office (Visits): Enrollee visits to
                    non-physicians' offices for a variety of treatment reasons,
                    modalities and services, including: Physicians Assistant;
                    Advanced Registered Nurse Practitioner.

               E)   Prescribed Medicine: Enter the number of prescriptions. If a
                    prescription is refillable, each refill is counted
                    separately. Include all services for which the plan paid,
                    whether provided in house, contracted, or community
                    pharmacies.

               F)   Nursing Home Days: Enter the number of nursing home days
                    experienced by plan enrollees. Do not enter the number of
                    stays or visits.

               G)   Live Births: Number of children born to members of your
                    health plan.

               H)   Outpatient Center (Visits): Enrollee visits to outpatient
                    centers (e.g. hospital outpatient agencies, ambulatory
                    surgery centers and diagnostic centers).

               I)   Community Mental Health Services: Number of Community Mental
                    Health Services provided by your plan to enrollees in your
                    Medicaid contracted plan. These services include procedure
                    codes 90801, 90825, 90843,90844,90853,90862, 90887,99214,
                    W1023, W1027, W1044, W1046, W1058, W1059, W1060, W1061,
                    W1064, W1067 through W1075.

               J)   Targeted Case Management Services: Number of mental health
                    targeted case management services provided by your plan.
                    Included services are: mental health case management for
                    children under 18 (Medicaid procedure code W9891), mental
                    health case management for adults (W9892), intensive team
                    mental health case management (W9899).

               K)   Transportation Services: Number of trips provided by your
                    plan to plan enrollees. Count a round trip as two trips.

               L)   Dental Services (if covered): Number of Dental Services
                    provided by your plan to your plan members. Report all
                    dental categories of service (D0100-D9999) provided. These
                    services comprise CPT codes 10060 through 99285.

               M)   Total Enrollee Months: The number multiplied by the number
                    of months served during the quarter. For example, if a
                    person is enrolled in your plan for the entire quarter, then
                    that corresponds to 3 months multiplied by 1 enrollee, that
                    is a 3 enrollee months. This information can be obtained by
                    summing the enrollee months for the quarter by eligibility
                    category from the summary page of each month's final HMO
                    Ongoing Report.

                                       87
<PAGE>
July 2002                                                  Medicaid HMO Contract

    TABLE 5. FIELD NAMES FOR SERVICE UTILIZATION SUMMARY FILE (S***YYQ*.dbf)

HMO SERVICE UTILIZATION REPORT LAYOUT

MEDICAID ID: PLAN ID REPT TYPE: SUT REPORTING PERIOD: FROM  FROM DATE TO TO DATE

<TABLE>
<CAPTION>
                            UTILIZATION MEASURES                                                 ELIGIBILITY CATEGORIES
--------------------------------------------------------------------------------   ------------------------------------------------
                                                                                                            SSI - PART
                                                                   AFDC / FOSTER   SSI -NO   SSI - PART B      A&B           FRAIL
          SERVICES                           UNIT OF MEASURE       CARE / SOBRA    MEDICARE    MEDICARE      MEDICARE       ELDERLY
-------------------------------    ------------------------------  ------------    --------    --------      --------       -------
<S>                                <C>                             <C>             <C>       <C>            <C>             <C>
Hospital Inpatient                 Days                              AFDC_HI        SSI_HI      SSIB_HI      SSIAB_HI        FE_HI
Emergency Center                   Visits                            AFDC_EC        SSI_EC      SSIB_EC      SSIAB_EC        FE_EC
Physician Office                   Visits                            AFDC_PO        SSI_PO      SSIB_PO      SSIAB_PO        FE_PO
Non-Physician Office               Visits                            AFDC_NO        SSI_NO      SSIB_NO      SSIAB_NO        FE_NO
Prescribed Medicines               Number of Prescriptions           AFDC_RX        SSI_RX      SSIB_RX      SSIAB_RX        FE_RX
Nursing Home                       Days                              AFDC_NH        SSI_NH      SSIB_NH      SSIAB_NH        FE_NH
Live Births                        Number of Births                  AFDC_LB        SSI_LB      SSIB_LB      SSIAB_LB        FE_LB
Outpatient/Ambulatory Surgeries    Number of Outpatient Surgeries    AFDC_AS        SSI_AS      SSIB_AS      SSIAB_AS        FE_AS
Community Mental Health Services   Number of Community  Mental
                                    Health Services                  AFDC_MH        SSI_MH      SSIB_MH      SSIAB_MH        FE_MH
Targeted Case Management           Number of Targeted Case           AFDC_CM        SSI_CM      SSIB_CM      SSIAB_CM        FE_CM
Services                           Management Services
Transportation Services            Number of Trips                   AFDC_TR        SSI_TR      SSIB_TR      SSIAB_TR        FE_TR
Dental Services                    Number of Services Provided       AFDC_DN        SSI_DN      SSIB_DN      SSIAB_DN        FE_DN
Total Enrollee Months                                                AFDC_EM        SSI_EM      SSIB_EM      SSIAB_EM        FE_EM
</TABLE>

<PAGE>

July 2002                                                  Medicaid HMO Contract

TABLE 6. STRUCTURE FOR SERVICE UTILIZATION SUMMARY REPORTING FILE (S***YYQ*.dbf)

<TABLE>
<CAPTION>
FIELD    FIELD NAME     TYPE      WIDTH  FIELD  FIELD NAME      TYPE       WIDTH       FIELD   FIELD NAME          TYPE     WIDTH
-----    ----------   ---------   -----  -----  ----------     -------     -----       -----   ----------         -------   -----
<S>      <C>          <C>         <C>    <C>    <C>            <C>         <C>         <C>     <C>                <C>       <C>
  1      PLAN_ID      Character     7      24    FE_NO         Numeric       9           47     SSIB_MH           Numeric     9
  2      FROM_DATE    Date          8      25    AFDC_RX       Numeric       9           48     SSIAB_MH          Numeric     9
  3      TO_DATE      Date          8      26    SSI_RX        Numeric       9           49     FE_MH             Numeric     9
  4      REPT_TYPE    Character     5      27    SSIB_RX       Numeric       9           50     AFDC_CM           Numeric     9
  5      AFDC_HI      Numeric       9      28    SSIAB_RX      Numeric       9           51     SSI_CM            Numeric     9
  6      SSI_HI       Numeric       9      29    FE_RX         Numeric       9           52     SSIB_CM           Numeric     9
  7      SSIB_HI      Numeric       9      30    AFDC_NH       Numeric       9           53     SSIAB_CM          Numeric     9
  8      SSIAB_HI     Numeric       9      31    SSI_NH        Numeric       9           54     FE_CM             Numeric     9
  9      FE_HI        Numeric       9      32    SSIB_NH       Numeric       9           55     AFDC_TR           Numeric     9
  10     AFDC_EC      Numeric       9      33    SSIAB_NH      Numeric       9           56     SSI_TR            Numeric     9
  11     SSI_EC       Numeric       9      34    FE_NH         Numeric       9           57     SSIB_TR           Numeric     9
  12     SSIB_EC      Numeric       9      35    AFDC_LB       Numeric       9           58     SSIAB_TR          Numeric     9
  13     SSIAB_EC     Numeric       9      36    SSI_LB        Numeric       9           59     FE_TR             Numeric     9
  14     FE_EC        Numeric       9      37    SSIB_LB       Numeric       9           60     AFDC_DN           Numeric     9
  15     AFDC_PO      Numeric       9      38    SSIAB_LB      Numeric       9           61     SSI_DN            Numeric     9
  16     SSI_PO       Numeric       9      39    FE_LB         Numeric       9           62     SSIB_DN           Numeric     9
  17     SSIB_PO      Numeric       9      40    AFDC_AS       Numeric       9           63     SSIAB_DN          Numeric     9
  18     SSIAB_PO     Numeric       9      41    SSI_AS        Numeric       9           64     FE_DN             Numeric     9
  19     FE_PO        Numeric       9      42    SSIB_AS       Numeric       9           65     AFDC_EM           Numeric     9
  20     AFDC_NO      Numeric       9      43    SSIAB_AS      Numeric       9           66     SSI_EM            Numeric     9
  21     SSI_NO       Numeric       9      44    FE_AS         Numeric       9           67     SSIB_EM           Numeric     9
  22     SSIB_NO      Numeric       9      45    AFDC_MH       Numeric       9           68     SSIAB_EM          Numeric     9
  23     SSIAB_NO     Numeric       9      46    SSI_MH        Numeric       9           69     FE_EM             Numeric     9
</TABLE>

<PAGE>

  July 2002                                                Medicaid HMO Contract

60.2.6   GRIEVANCE REPORT (G***YYQ*.dbf)

         The Grievance Report provides the agency with detailed information
         about the plan's ability to handle member grievances through its
         internal grievance process. Please refer to Section 100.0 of this
         contract for the definitions of grievances and complaints.

         The G***YYQ*.dbf file will be submitted to the Agency for Health Care
         Administration via Internet e-Mail to MMCDATA@FDHC.STATE.FL.US or on a
         high density 3.5" diskette (IBM compatible, 1.44 Mb) received within 45
         calendar days following the end of the reported quarter. A grievance
         report must be submitted each quarter by each plan. If no new
         grievances have arisen in any counties of plan operation, or if the
         status of an unresolved grievance has not changed to Resolved,' please
         submit one record only. This record must contain the PLAN_ID field
         only, with the first 7 digits of the 9-digit Medicaid provider number.

TABLE 7. STRUCTURE FOR GRIEVANCE REPORTING FILE

<TABLE>
<CAPTION>
Field Name            (?)        Width                                Description
----------         ---------     -----  --------------------------------------------------------------------------
<S>                <C>           <C>    <C>
PLAN_D             Character       9    Your nine digit Medicaid provider number.

RECIP_ID           Character       9    The recipient's 9 digit Medicaid ID number

LAST_NAME          Character      15    The recipient's last name

FIRST_NAME         Character      15    The recipient's first name

MID_INIT           Character       1    The recipient's middle initial

COMP_DATE          Date            8    The date of the grievance

EXPED_REQ          Character       1    Indicate whether or not the grievance was an expedited request
                                        Y = Yes                                  N = No

GRV_TYPE           Character       1    Indicate whether the grievance is related to a behavioral health service
                                        Y = Yes                                   N = No

COMP_TYPE          Numeric         2    The type of grievance:
                                        1. Quality of Care                     9. Enrollment/Disenrollment
                                        2. Access to Care                     10. Termination of Contract
                                        3. Emergency Services                 11. Services after termination
                                        4. Not Medically Necessary            12. Unauthorized out of plan svcs
                                        5. Pre-Existing Condition             13. Unauthorized in-plan svcs
                                        6. Excluded Benefit                   14. Benefits available in plan
                                        7. Billing Dispute                    15. Experimental/Investigational
                                        8. Contract Interpretation            16. Other

DISP_DATE          Date           8     The date of the disposition (mm/dd/yy)

DISP               Numeric        2     The disposition of the grievance:
                                        1. Referral made to specialist        10. In HMO Grievance Process
                                        2. PCP Appointment made               11. Referred to Area Office
                                        3. Bill Paid                          12. Member sent OLC form
                                        4. Procedure scheduled                13. Lost contact with member
                                        5. Reassigned PCP                     14. Hospitalized / Institutionalized
                                        6. Reassigned Center                  15. Confirmed original decision
                                        7. Disenrolled Self                   16. Reinstated in HMO
                                        8. Disenrolled by plan                17. Other
                                        9. In HMO QA Review

DISP_STAT          Character      1     R = Resolved                           U = Unresolved
                                        Note: Any grievance reported as unresolved must be reported again
                                        when resolved. Grievances that are resolved in the quarter prior to
                                        reporting should be reported for the first time as resolved.
</TABLE>

                                       90

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.7   INPATIENT DISCHARGE REPORT (H***YYQ*.dbf)

         The Inpatient Discharge Report provides the agency with detailed
         hospital inpatient utilization information. This includes general acute
         care and inpatient psychiatric services.

         A DBF file with the following record layout will be submitted to the
         Agency for Health Care Administration via Internet e-mail to
         MMCDATA@FDHC.STATE.FL.US or on a high density 3.5" diskette (IBM
         compatible, 1.44 Mb) quarterly within 30 calendar days following the
         end of the reported quarter. Additionally, the plan must submit to the
         fiscal agent monthly the number of inpatient days used by an enrollee
         and paid by the plan as described in Section 60.2.1, Enrollment,
         Disenrollment, and Cancellation Report for Payment.

TABLE 8. STRUCTURE FOR INPATIENT DISCHARGE REPORTING FILE

<TABLE>
<CAPTION>
Field Name            (?)        Width                                Description
----------         ---------     -----  --------------------------------------------------------------------------
<S>                <C>           <C>    <C>
PLAN_ID            Character       9    9 Digit Medicaid provider number of health plan

RECIP_ID           Character       9    9 Digit Medicaid ID number of plan member

RECIP_LAST         Character      20    Last name of plan member

RECIP_FIRS         Character      10    First name of plan member

RECIP_DOB          Date            8    Plan member's date of birth

HOSP_ID            Character       9    Medicaid ID Number of admitting hospital

HOSP_NAME          Character      50    Optional Field if ID not on agency-supplied list

ADMIT              Date            8    Date of Admission

DISCH              Date            8    Date of Discharge

ADMIT_TYPE         Character       1    Indicates the Type of Admission.
                                          1=General Acute Care
                                          2=Inpatient Psych

TPL                Numeric         5    Amount paid by third party (whole dollars)

DIAGI              Character       7    Primary ICD-9 Diagnosis

DIAG2              Character       7    Secondary ICD-9 Diagnosis (if applicable)

DIAG3              Character       7    Tertiary ICD-9 Diagnosis (if applicable)
</TABLE>

60.2.8   PHARMACY ENCOUNTER DATA (P***YYQ*.dbf)

         A Pharmacy encounter record in the format defined in the table found
         below will be submitted for each prescription paid for by your plan on
         behalf of a Medicaid enrollee. THESE RECORDS WILL BE SUBMITTED TO THE
         AGENCY QUARTERLY WITHIN ONE MONTH FOLLOWING THE END OF THE QUARTER
         BEING REPORTED. The file will be a dbf file with one record per
         prescription transferred to the agency.Files less than 10,000KB may be
         transmitted via Internet e-Mail to MMCDATA@FDHC.STATE.FL.US. Files
         larger than 10,000KB must be written to CD and mailed to the agency.

                                       91

<PAGE>

July 2002                                                  Medicaid HMO Contract

TABLE 9. STRUCTURE FOR PHARMACY ENCOUNTER DATA

<TABLE>
<CAPTION>
Field Name     Width          (?)           (?)         (?)                     Description
----------     -----    ---------------  --------    ----------    --------------------------------------
<S>            <C>      <C>              <C>         <C>           <C>

RECIP_ID        9       Character                                  Medicaid Identification Number of
                                                                   Recipient. (No check Digit)

NDC            11       Character                                  National Drug Code identification
                                                                   Number of the Dispensed Medication

QUANT           8       Numeric                                    Quantity of Drug Dispensed

DOS            10       Character                                  Date of service mm/dd/yy
REP_MON

HMO_ID          9       Character                                  9 digit Medicaid provider number

RX_NUM          7       Character                                  Prescription Identification Number

DEA             9       Character                                  9 digit DEA number or plan
                                                                   assigned unique physician identifier.

PHARM_ID        7       Character                                  7 Character National Association
                                                                   of Boards of Pharmacy Number
                                                                   (NABP)
</TABLE>

60.2.9   MARKETING REPRESENTATIVE REPORT (R***YYMM.xls)

         The plan shall be required to register each marketing representative
         with the agency as outlined in Section 30.3, Marketing Representatives.
         The R***YYMM.xls file will be submitted within five days of the
         reporting month to the agency at the following e-mail address:
         millerw@fdhc.statefl.us. The agency-supplied spreadsheet template must
         be used. This template contains the following data elements:

TABLE 10: REQUIRED INFORMATION FOR MARKETING REPRESENTATIVE REPORT TEMPLATE()

<TABLE>
<CAPTION>
     (?)                               (?)
---------------                 ------------------
<S>                             <C>
Plan Name                       Last Name
Address                         First Name
Contact Person                  DOI License Number
Phone                           Address
Fax                             City
Email Address                   State
                                Zip
                                Office Phone
                                Cell Phone
                                Last HMO Employer
</TABLE>

60.2.10  PROVIDER NETWORK REPORT

         The agency shall collect provider network information from the Medicaid
         contracted HMO's. The plan shall submit to the enrollment and
         disenrollment services contractor, via FTP, the plan's provider
         directory for each county on at least a monthly basis, and in the
         format described below. Data rules and definitions pertaining to the
         report are available through the agency or the enrollment and
         disenrollment services contractor. The agency reserves the right to
         collect provider network information from the plans quarterly, in an
         agency specified format for regulatory and evaluative purposes, if the
         information is not available through the choice counselor.

         The file is an ASCII flat file and is a complete refresh of the
         provider information. The file may be submitted either by the Monday
         preceding the choice counseling contractor's Wednesday enrollment
         cutoff

                                       92
<PAGE>

July 2002                                                  Medicaid HMO Contract

         or on the third business day before the last business day of the month.
         If the Monday falls on a holiday, the file is due to the choice
         counseling contractor the Friday prior to the holiday. Provider files
         will be available to the counselors two to three business days after
         the submission deadline.

TABLE 11. FILE LAYOUT FOR MEDICAID HMO PROVIDER NETWORKS

<TABLE>
<CAPTION>
                        Field      Required
Field Name              Length      Field      Field Format    BESST TABLE           BESST FIELD
--------------------------------------------------------------------------------------------------------
<S>                     <C>      <C>           <C>             <C>            <C>
Plan Code                  9     X                alpha          Provider     BnHMONum
Provider Type              1     X                alpha          Provider     BnProviderType
Plan Provider Number      15     X                alpha          Provider     BnProviderNum
Group Affiliation         15                      alpha          Provider     BnGroupAffiliation
SSN or FEIN                9     X                alpha          Provider     BnSSN
Provider last name        30     X                alpha          Provider     BnProviderLName
Provider first name       30     X                alpha          Provider     BnProviderFName
Address line 1            30     X                alpha          Provider     BnAddressl
Address line 2            30                      alpha          Provider     BnAddress2
City                      30     X                alpha          Provider     BnCity
Zip Code                   9     X                numeric        Provider     BnZipcode
Phone area code            3                      numeric        Provider     BnPhoneArea
Phone number               7                      numeric        Provider     BnPhone
Phone extension            4                      numeric        Provider     BnPhoneExt
Sex                        1                      alpha          Provider     BnSex
PCP Indicator              1     X                alpha          Provider     BnPCPInd
Provider Limitation        1     Required         alpha          Provider     Bnproviderlimitation,
                                 if PCP
                                 Indicator
                                 = P

HMO/MediPass Indicator     1     X                alpha          Provider     BnHMOMediPassInd
Evening hours              1                      alpha          Provider     BnEveningHours
Saturday hours             1                      alpha          Provider     BnSaturdayHours
Age restrictions          20                      alpha          Provider     BnAgeRestriction
Primary Specialty          3     Required         numeric        Provider     BnSpecialtyl
                                 if Provider
                                 Type = P
                                 or I

Specialty 2                3                      numeric        Provider     BnSpecialty2
Specialty 3                3                      numeric        Provider     BnSpecialty3
Language 1                 2                      numeric        Provider     BnLanquage1
Language 2                 2                      numeric        Provider     BnLanquage2
Language 3                 2                      numeric        Provider     BnLanquage3
Hospital Affiliation 1     9                      numeric        Provider     BnHospitall
Hospital Affiliation 2     9                      numeric        Provider     BnHospital2
Hospital Affiliation 3     9                      numeric        Provider     BnHospital3
Hospital Affiliation 4     9                      numeric        Provider     BnHospital4
Hospital Affiliation 5     9                      numeric        Provider     BnHospital5
Wheel Chair Access         1                      alpha          Provider     BnWheelChairAccess
# Recipients               4     X                numeric        Provider     BnNumRecipient, This
                                                                              field will only have a
                                                                              value if the PCP Indicator
                                                                              =P.
</TABLE>

                                       93

<PAGE>

July 2002                                                  Medicaid HMO Contract

Trailer Record

The trailer record is used to balance the number of records received with the
number loaded on BESST. The data from the Trailer Record is not loaded on BESST.

RECORD LENGTH: 76

<TABLE>
<CAPTION>
                        Field      Field
Field Name              Length     Format                Values
-----------------------------------------------------------------------------------
<S>                     <C>        <C>          <C>
Trailer Record Text       36       Alpha        'TRAILER RECORD DATA'
Record Count               7       Numeric      Total number of records on file
                                                excluding the trailer record (right
                                                justified, zero filled)
System Process date        8       Alpha        Mmddyyyy
Filler                    25
</TABLE>

                                       94
<PAGE>

  July 2002                                                Medicaid HMO Contract

60.2.11  CHILD HEALTH CHECK-UP REPORTING

         This annual EPSDT report provides basic information on participation in
         the Medicaid Child Health Check-Up program. The information is used to
         comply with Federal EPSDT reporting requirements and allows the state
         to assess the effectiveness of EPSDT programs operated by the plans.
         Child health screening services are defined for purposes of reporting
         on this form as initial or periodic screens required to be provided
         according to Florida's screening periodicity schedule.

         THIS REPORT IS DUE BY THE JANUARY 15TH FOLLOWING THE END OF THE
         REPORTING PERIOD. THE REPORTING PERIOD IS FROM OCTOBER 1 THROUGH
         SEPTEMBER 30. For example, the report covering October 1, 2002 through
         September 30, 2002 will be due on or before January 2003. A reporting
         template will be provided with all formulas entered. The method of
         calculation is provided in the detailed instructions below for your
         information. By October 1 of the following year, the plans shall
         deliver to the agency a certification by an agency approved independent
         auditor that the child health checkup data have been fairly and
         accurately presented.

         DETAILED INSTRUCTIONS - For each of the following line items, report
         total counts by the age groups indicated. In cases where calculations
         are necessary, perform separate calculations for the total column and
         each age group. Report age based upon the child's AGE AS OF SEPTEMBER
         30 OF THE FEDERAL FISCAL YEAR.

         MEDICAID PROVIDER ID NUMBER - Enter the plan's seven digit Medicaid
         Provider ID number

         PLAN NAME. Enter the name of Your Health Plan.

         FISCAL YEAR. Enter the federal fiscal year being reported. Example
         October 1, 2001 - September 30, 2002 is Federal Fiscal year 2001-2002.

         LINE 1 - TOTAL INDIVIDUALS ELIGIBLE FOR EPSDT - Enter the total
         unduplicated number of all individuals under the age of 21 enrolled in
         your plan, distributed by age and by basis of Medicaid eligibility.
         Unduplicated means that an eligible person is reported only once
         although he or she may have had more than one period of eligibility
         during the year. Medicaid-eligible individuals under age 21 are
         considered eligible for EPSDT services, regardless of whether they have
         been informed about the availability of EPSDT services or whether they
         accept EPSDT services at the time of informing.

         LINE 2a - STATE PERIODICITY SCHEDULE - Given.

         LINE 2b - number OF YEARS IN AGE GROUP - Given

         LINE 2c - ANNUALIZED STATE PERIODICITY SCHEDULE - Given

         LINE 3a - TOTAL MONTHS ELIGIBILITY - Enter the total months of
         eligibility for the individuals in each age group in line 1 during the
         reporting year.

         LINE 3b - AVERAGE PERIOD OF ELIGIBILITY - Calculated by dividing the
         total months of eligibility by line 1. Divide that number by 12 and
         enter the quotient. This number represents the portion of the year that
         individuals remain Medicaid eligible during the reporting year,
         regardless of whether eligibility was maintained continuously.

         LINE 4 - EXPECTED NUMBER OF SCREENINGS PER ELIGIBLE MULTIPLIED -
         Calculated by multiplying line 2c by line 3b. Enter the product. This
         number reflects the expected number of initial or periodic screenings
         per child per year based on the number required by the state-specific
         periodicity schedule and the average period of eligibility.

         LINE 5 - EXPECTED NUMBER OF SCREENINGS - Calculated by multiplying line
         4 by line 1. Enter the product. This reflects the total number of
         initial or periodic screenings expected to be provided to the eligible
         individuals in line 1.

                                       95

<PAGE>

July 2002                                                  Medicaid HMO Contract

         LINE 6 - TOTAL SCREENS RECEIVED - Enter the total number of initial or
         periodic screens furnished to eligi individuals under either
         fee-for-service or managed care arrangements. This includes those
         initial screens billed to Medicaid's fiscal agent in accordance with
         Section 80.1a of this contract. USE THE CPT CODES LISTED BELOW OR ANY
         PLAN-SPECIFIC EPSDT CODES YOU MAY HAVE DEVELOPED IN YOUR PLAN FOR THESE
         SCREENS. USE OF THESE PROXY CODES IS FOR REPORTING PURPOSES ONLY. PLANS
         MUST CONTINUE TO ENSURE THAT ALL FIVE AGE-APPROPRIATE ELEMENTS OF AN
         EPSDT SCREEN, AS DEFINED BY LAW, ARE PROVIDED TO EPSDT RECIPIENTS.

         This number should not reflect sick visits or episodic visits provided
         to children unless an initial or periodic screen was also performed
         during the visit. However, it may reflect a screen outside of the
         normal state periodicity schedule that is used as a "catch-up" EPSDT
         screening. (A catch-up EPSDT screening is defined as a complete
         screening that is provided to bring a child up-to-date with the State's
         screening periodicity schedule.) Use data reflecting DATE OF SERVICE
         within the fiscal year for such screening services or other
         documentation of such services furnished under capitated arrangements.
         The codes to be used to document the receipt of an initial or periodic
         screen are as follows:

         Florida's locally assigned code for a Child Health Check-Up is W9881.

         CPT-4 CODES: PREVENTIVE MEDICINE SERVICES
         99381 New Patient under one year
         99382 New Patient (ages 1-4 years)
         99383 New Patient (ages 5-11 years)
         99384 New Patient (ages 12-17 years)
         99385 New Patient (ages 18-39 years)
         99391 Established patient under one year
         99392 Established patient (ages 1-4 years)
         99393 Established patient (ages 5-11 years)
         99394 Established patient (ages 12-17 years)
         99395 Established patient (ages 18-39 years)
         99431 Newborn care (history and examination)
         99432 Normal newborn care
         99435 Newborn Care (history and examination)
         or

         CPT-4 codes: Evaluation and Management Codes
         99201-99205 New Patient
         99211-99215 Established Patient

         (NOTE: THESE CPT-4 EVALUATION AND MANAGEMENT CODES MUST BE USED IN
         CONJUNCTION WITH V CODES V20-V20.2 AND/OR V70.0 AND/OR V70.3-70.9.)

         LINE 7 - SCREENING RATIO - Calculated by dividing the actual number of
         initial and periodic screening services received (line 6) by the
         expected number of initial and periodic screening services (line 5).
         This ratio indicates the extent to which EPSDT eligibles receive the
         number of initial and periodic screening services required by the
         state's periodicity schedule, adjusted by the proportion of the year
         for which they are Medicaid eligible. THIS RATIO SHOULD NOT BE OVER
         100%. ANY DATA SUBMITTED WHICH EXCEEDS 100% WILL BE REFLECTED AS 100%
         ON THE FINAL REPORT. If the screening ratio is less than 60%, the 60%
         Screening Ratio Report Template must be completed using those eligible
         members with 8 months continuous enrollment. A sample of the template
         is included in this contract as Table 13.

         LINE 8 - TOTAL ELIGIBLES WHO SHOULD RECEIVE AT LEAST ONE INITIAL OR
         PERIODIC SCREEN - The number of persons who should receive at least one
         initial or periodic screen is dependent on each state's periodicity
         schedule. Use the following calculations:

                                       96
<PAGE>

July 2002                                                  Medicaid HMO Contract

         1.   Look at the number entered in line 4 of this form. If that number
              is greater than 1, use the number 1. If the number in line 4 is
              less than or equal to 1, use the number in line 4. (This procedure
              will eliminate situations where more than one visit is expected in
              any age group in a year.)

         2.   Multiply the number from calculation 1 above by the number in line
              1 of the form. Enter the product on line 8.

         LINE 9 - TOTAL ELIGIBLES RECEIVING AT LEAST ONE INITIAL OR PERIODIC
         SCREEN - Enter the unduplicated count of individuals, including those
         enrolled in managed care arrangements, who received at least one
         documented initial or periodic screen during the year. Refer to codes
         in line 6.

         LINE 10 - PARTICIPANT RATIO - Calculated by dividing line 9 by line 8.
         This ratio indicates the extent to which eligibles are receiving any
         initial and periodic screening services during the year.

         LINE 11 - TOTAL ELIGIBLES REFERRED FOR CORRECTIVE TREATMENT - Enter the
         unduplicated number of individuals, including those in managed care
         arrangements, who, as the result of at least one health problem
         identified during an initial or periodic screening service, INCLUDING
         VISION AND HEARING SCREENINGS, were scheduled for another appointment
         with the screening provider or referred to another provider for further
         needed diagnostic or treatment services. This element does not include
         correction of health problems during the course of a screening
         examination.

         LINE 12a - TOTAL ELIGIBLES RECEIVING ANY DENTAL SERVICES - Enter the
         unduplicated number of children receiving any dental service as defined
         by HCPC codes D0100 - D9999 (ADA codes 00100 - 09999). Include
         Procedure Code W5301. Unduplicated means that each child is only
         counted once for purposes of this line even if multiple services were
         received.

         LINE 12b - TOTAL ELIGIBLES RECEIVING PREVENTIVE DENTAL SERVICES - Enter
         the unduplicated number of children receiving a preventive dental
         service as defined by HCPC codes D1000 - D1999 (ADA codes 01000 -
         01999). Include Procedure Code W5301. Unduplicated means that each
         child is counted only once even if more than one preventive service was
         provided.

         LINE 12c - TOTAL ELIGIBLES RECEIVING DENTAL TREATMENT SERVICES - Enter
         the unduplicated number of children receiving treatment services as
         defined by HCPC codes D2000 - D9999 (ADA codes 02000 -09999).
         Unduplicated means that each child is counted only once even if more
         than one treatment service was provided.

         NOTE: For purposes of reporting the information on dental services,
         unduplicated means that each child is counted once for each line of
         data requested. For example, a child would be counted once on line 12a
         for receiving any dental service and would be counted again for line
         12b and/or 12c if the child received a preventive and/or treatment
         dental service. These numbers should reflect services received in
         fee-for-service and managed care arrangements. Lines 12b and 12c do not
         equal to total services reflected on line 12a.

         LINE 13 - TOTAL ELIGIBLES ENROLLED IN MANAGED CARE - This number is
         reported for informational purposes only. This number represents all
         individuals eligible for EPSDT services in your plan who were enrolled
         at any time during the reporting year. These individuals should be
         included in the total number of unduplicated eligibles on line 1 and
         the number of initial or periodic screenings provided to these
         individuals should be included in lines 6 and 8 for purposes of
         determining the state's screening and participation rates. The number
         of individuals referred for corrective treatment and receiving dental
         services should be reflected in lines 11 and 12, respectively.

         LINE 14 - TOTAL NUMBER OF SCREENING BLOOD LEAD TESTS - Enter the total
         number of screening blood lead tests furnished to eligible individuals
         enrolled in your plan. Blood lead tests done on persons who have been
         diagnosed or treated for lead poisoning should not be counted. Do not
         make entries in the shaded columns.

                                       97
<PAGE>

July 2002                                                  Medicaid HMO Contract

         To report number of screening blood lead tests do the following: Count
         the number of times CPT code 83655 ("lead") or any state-specific
         (local) codes including W9979 used for a blood lead tests reported with
         any ICD-9-CM except with diagnosis codes 984 (.0-.9)("Toxic Effects of
         Lead and Its Compounds"), E861.5 ("Accidental Poisoning by Petroleum
         Products, Other Solvents and Their Vapors NEC: Lead Paints"), and
         E866.0 ("Accidental Poisoning by Other Unspecified Solid and Liquid
         Substances: Lead and Its Compounds and Fumes"). These specific ICD-9-CM
         diagnosis codes are used to identify people who are lead poisoned.
         Blood lead tests done in these individuals should not be counted as a
         screening blood lead test.

                                       98
<PAGE>

July 2002                                                  Medicaid HMO Contract

          TABLE 12. SAMPLE OF CHILD HEALTH CHECK-UP REPORTING TEMPLATE

<TABLE>
<S>                                                     <C>
     ENTER DATA IN BLUE COLORED OUT-LINED CELLS
                       ONLY                             CHILD HEALTH CHECK-UP REPORT (CHCUP)
 Seven Digit Medicaid Provider Number :                     THIS REPORT IS DUE TO THE AGENCY NO LATER THAN JANUARY 15.
                            Plan Name :
                  Federal Fiscal Year :                                                    THE AUDITED REPORT
                                                                                            IS DUE OCTOBER 1.
</TABLE>

<TABLE>
<CAPTION>
                                         Age Groups
                                         ------------------------------------------------------------------------------------
                                         Less than    1-2     3-5    6-9   10-14  15-18  19-20
                                           1 Year    Years*  Years  Years  Years  Years  Years  Total All Years
                                         -----------------------------------------------------------------------
<S>                                      <C>         <C>     <C>    <C>    <C>    <C>    <C>    <C>               <C>
1.    Total (Individuals Eligible for
      CHCUP Undupllcated)                                                                                      0
2a.   State Periodicity Schedule               6         4      3      2      5      4      2           26
2b.   Number of Years in Age Group             1         2      3      4      5      4      2           21
2c.   Annualized State Periodicity
      Schedule                              6.00      2.00   1.00   0.50   1.00   1.00   1.00         1.24
3a.   Total Months of Eligibility                                                                              0
3b.   Average Period of Eligibility
4.    Expected Number of screenings per                                                                           0-5 Years
      Eligible                                                                                                       Only
5.    Expected Number of screenings                                                                                         0
6.    Total Screens Received                                                                                   0            0
7.    Screening Ratio
8.    Total Eligible who should receive
      at least one Initial or periodic
      screening
9.    Total Eligibles receiving at
      least one Initial or periodic
      screen (Unduplicated)                                                                                    0
10.   Participation Ratio
11.   Total eligibles referred for
      corrective treatment
      (Unduplicated)                                                                                           0
12a.  Total Eligibles receiving any
      dental services (Unduplicated)                                                                           0
</TABLE>

                                       99
<PAGE>

July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>                                      <C>         <C>     <C>    <C>    <C>    <C>    <C>    <C>               <C>
12b.  Total Eligibles receiving
      preventative dental services
      (Unduplicated)                                                                                                        0
12c.  Total Eligibles receiving dental
      treatment services (Undupllcated)                                                                                     0
13.   Total Eligibles Enrolled in Plan                                                                                      0
14.   Total number or Screening Blood
      Lead Tests                                                                                                            0
</TABLE>

* Includes 12-month visit
<PAGE>

July 2002                                                  Medicaid HMO Contract

  TABLE 13. CHILD HEALTH CHECK-UP REPORT - 60% SCREENING RATIO TEMPLATE FILING
  INSTRUCTIONS

         This report is due by January 15th following the end of the reporting
         period. The reporting period is from October 1 through September 30. By
         October 1 of the following year, the plan shall deliver to the agency a
         certification by an agency approved independent auditor that the child
         health checkup data has been fairly and accurately presented.

         DETAILED INSTRUCTIONS: For each of the following line items, report
         total counts by the age groups indicated. In cases where calculations
         are necessary, formulas have been inserted to pre-calculate the field.
         Report age based upon the child's AGE AS OF SEPTEMBER 30 OF THE FEDERAL
         FISCAL YEAR.

         MEDICAID PROVIDER ID NUMBER: Enter the plan's seven digit Medicaid
         Provider ID number.

         PLAN NAME: Enter the name of the managed health care plan.

         FISCAL YEAR: Enter the Federal Fiscal year being reported. EXAMPLE:
         October 1, 1999 - September 30, 2000 would be Federal fiscal year
         1999-2000.

         LINE 1 - TOTAL INDIVIDUALS ELIGIBLE FOR CHILD HEALTH CHECK-UP (EPSDT):
         Enter the total unduplicated number of all individuals under the age of
         21 enrolled in your health plan continuously for 8 months, distributed
         by age and by basis of Medicaid eligibility. Unduplicated means that an
         eligible person is reported ONLY ONCE although he or she may have had
         more than one period of eligibility during the year. Medicaid eligible
         individuals under age 21 are considered eligible for EPSDT services,
         regardless of whether they have been informed about the availability of
         EPSDT services or whether they accept EPSDT services at the time of the
         informing.

         LINE 2a - STATE PERIODICITY SCHEDULES - Given.

         LINE 2b - NUMBER OF YEARS IN AGE GROUP - Given.

         LINE 2a - ANNUALIZED STATE PERIODICITY SCHEDULE - Given.

         LINE 3a - TOTAL MONTHS ELIGIBILITY - Enter the total months of
         eligibility for the individuals in each age group in Line 1 during the
         reporting year.

         LINE 3b - AVERAGE PERIOD OF ELIGIBILITY - Pre-Calculated by dividing
         the total months of eligibility by Line 1, then by dividing that number
         by 12. This number represents the portion of the year that individuals
         remain Medicaid eligible during the reporting year, regardless of
         whether eligibility was maintained continuously.

         LINE 4 - EXPECTED NUMBER OF SCREENINGS PER ELIGIBLE MULTIPLY -
         Pre-calculated by multiplying Line 2c by Line3 b. This number reflects
         the expected number of initial or periodic screenings per child per
         year based on the number required by the state-specific periodicity
         schedule and the average period of eligibility.

         LINE 5 - EXPECTED NUMBER OF SCREENINGS - Pre-calculated by Multiplying
         Line 4 by Line 1. This reflects the total number of initial or periodic
         screenings expected to be provided to the eligible individuals in Line
         1.

         LINE 6 - TOTAL SCREENINGS RECEIVED - Enter the total number of initial
         or periodic screens furnished to eligible individuals under managed
         care arrangements. USE THE CPT CODES LISTED BELOW OR ANY PLAN-SPECIFIC
         EPSDT CODES YOU MAY HAVE DEVELOPED FOR THESE SCREENS. USE OF THESE
         PROXY CODES IS FOR REPORTING PURPOSES ONLY. PLANS MUST CONTINUE TO
         ENSURE THAT ALL FIVE AGE-APPROPRIATE ELEMENTS OF AN EPSDT SCREEN, AS
         DEFINED BY LAW, ARE PROVIDED TO EPSDT RECIPIENTS.

         NOTE: This number should not reflect sick visits or episodic visits
         provided to children unless an initial or periodic screen was also
         performed during the visit. However, it may reflect a screen outside of
         the normal state periodicity schedule that is used as a "catch-up"
         EPSDT screening. (A catch-up EPSDT screening is defined as a complete
         screening that is provided to bring a child up-to-date with the State's
         screening periodicity schedule.) Use data reflecting date of service
         within the fiscal year for such screening services or

                                      101
<PAGE>

July 2002                                                  Medicaid HMO Contract

         other documentation of such services furnished under capitated
         arrangements. The codes to be used to document the receipt of an
         initial or periodic screen are as follows:

             Medicaid locally assigned procedure code W9881
                CPT-4 codes Preventive Medicine Services
         99381 New Patient under one year
         99382 New Patient (ages 1-4 years)
         99383 New Patient (ages 5-11 years)
         99384 New Patient (ages 12-17 years)
         99385 New Patient (ages 18-39 years)
         99391 Established patient under one year
         99392 Established patient (ages 1-4 years)
         99393 Established patient (ages 5-11 years)
         99394 Established patient (ages 12-17 years)
         99395 Established patient (ages 18-39 years)
         99431 Newborn care (history and examination)
         99432 Normal newborn care
         99435 Newborn Care (history and examination)

         or

             CPT-4 Codes, Evaluation and Management Codes
         99201-99205 New Patient
         99211-99215 Established Patient

         NOTE: THESE CPT-4 CODES MUST BE USED IN CONJUNCTION WITH V CODES
         V20-V20.2 AND/OR V70.0 AND/OR V70.3-V70.9.

         LINE 7-SCREENINE RATIO - Pre-calculated by dividing the actual number
         of initial and periodic screening services received (Line 6) by the
         expected number of initial and periodic screening services (Line 5).
         This ratio indicates the extent to which EPSDT eligibles receive the
         number of initial and periodic screening services required by the
         state's periodicity schedule, adjusted by the proportion of the year
         for which they are Medicaid eligible. THIS RATIO SHOULD NOT BE OVER
         100%. ANY DATA SUBMITTED WHICH EXCEEDS 100% WILL BE REFLECTED AS 100%
         ON THE FINAL REPORT.

         SCREENING RATIO- 8 CONTINUOUS MONTHS OF ENROLLMENT. This is a
         pre-calculated field to determine if the plan has achieved the 60%
         screening ratio requirement pursuant to the Medicaid contract, Section
         10.8.1 f.

                                      102
<PAGE>

July 2002                                                  Medicaid HMO Contract

 TABLE 13. SAMPLE OF CHILD HEALTH CHECK-UP REPORT - 60% SCREENING RATIO TEMPLATE

ENTER DATA IN BLUE COLORED OUT-LINED CELLS
COMPLETE THIS TEMPLATE ONLY IF THE PLAN DOES  CHILD HEALTH CHECKUP REPORT
NOT ACHIEVE THE 60% SCREENING RATIO.          (EPSDT) - 60% SCREENING RATIO

SEVEN DIGIT MEDICAID PROVIDER ID NUMBER :     THIS REPORT IS DUE TO THE AGENCY
                                              NO LATER THAN JANUARY 15 IF
                                              APPLICABLE.

                              PLAN NAME :     ???

                    FEDERAL FISCAL YEAR :     ???


<TABLE>
<CAPTION>
                                                AGE GROUPS
                                                ------------------------------------------------------------------------------------
                                                LESS THAN                                      10-14  15-18  19-20
                                                  1 YEAR    1-2 YEARS *  3-5 YEARS  6-9 YEARS  YEARS  YEARS  YEARS  TOTAL ALL YEARS
                                                ------------------------------------------------------------------------------------
<S>                                             <C>         <C>          <C>        <C>        <C>    <C>    <C>    <C>
1.   TOTAL INDIVIDUALS ELIGIBLE FOR
     EPSDT (UNDUPLICATED)                                                                                                          0
2a.  STATE PERIODICITY SCHEDULE                       6           4           3          2         5      4      2          26
2b.  NUMBER OF YEARS IN AGE GROUP                     1           2           3          4         5      4      2          21
2c.  ANNUALIZED STATE PERIODICITY
     SCHEDULE                                      6.00        2.00        1.00       0.50      1.00   1.00   1.00        1.24
3a.  TOTAL MONTHS OF ELIGIBILITY                                                                                                   0
3b.  AVERAGE PERIOD OF ELIGIBILITY
4.   EXPECTED NUMBER OF SCREENINGS PER
     ELIGIBLE
5.   EXPECTED NUMBER OF SCREENINGS
</TABLE>

                                      103
<PAGE>

July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>                                             <C>         <C>          <C>        <C>        <C>    <C>    <C>    <C>
6.   TOTAL SCREENS RECEIVED SCREENING                                                                                              0
7.   RATIO - F.S. 409.912(25)
      SCREENING RATIO - AGES 0 - 5, 8 MONTHS
              CONTINUOUS ENROLLMENT             Medicaid Contract, Section 10.8.1 (f)
                                                                                         0
                                                                                         0
</TABLE>

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.12  AHCA QUALITY INDICATORS

         Completion of AHCA Quality Indicators

         The AHCA Quality Indicators will be calculated for each calendar year;
         that is from January 1 through December 31. The AHCA Quality Indicators
         are due by October 1 subsequent to the measurement year. The measures
         will constitute a subset of the HEDIS and will be based on the current
         recommendation of the National Committee for Quality Assurance (NCQA)
         for Medicaid HMO HEDIS reporting. Detailed instructions and valuable
         information for calculating these measures can be found in the HEDIS
         documentation available from NCQA. Technical specification for the
         quality indicators can be found in the current HEDIS Technical
         Specifications Manual available from the National Committee for Quality
         Assurance, 2000 L Street NW, Suite 500, Washington, DC 20036. (800)
         839-6487.

         Plans shall refer to and comply with Rule Chapter 59B-13, Florida
         Administrative Code, for reporting instructions regarding the report
         format, electronic reporting and other information pertaining to
         Medicaid membership reporting for these quality indicators.

         Do not include Florida Healthy Kids or MediKids with your Medicaid data
         for the AHCA Quality Indicators.

60.2.13  FRAIL/ELDERLY CARE SERVICE UTILIZATION REPORT (F***YYQ*.Dbf

         In addition to the other Medicaid HMO contract reporting requirements,
         the plan will prepare a frail/elderly care service utilization report,
         detailing member-specific services provided. Service utilization of
         acute and long term care, as well as medical supplies and equipment
         will be included. These services will represent the comprehensive array
         of services that might be necessary to maintain a member at home while
         avoiding nursing home placement. This report must be sent to the agency
         within 45 days after the end of the quarter reported. The agency is
         currently developing the required file structure and instructions. This
         information will be provided to the plan, in writing.

60.2.14  FINANCIAL REPORTING

                GENERAL INFORMATION, DEFINITIONS AND INSTRUCTIONS

         The plan is required to submit to the agency annual audited financial
         statements which summarize the plan's financial activities for the
         contract period. The plan shall annually send the agency a statement,
         signed by the president of the plan attesting that "no assets" of the
         plan have been pledged to secure personal loans.

         The financial statements should be received by the agency no later than
         three calendar months after the end of the provider's fiscal year. They
         must be prepared by an independent certified public accountant on the
         accrual basis of accounting in accordance with generally accepted
         accounting principles as established by the American Institute of
         Certified Public Accountants (AICPA). Audits performed to meet the
         requirements of OMB Circular 128 satisfy his requirement. For
         government owned and operated facilities operating on a cash method of
         accounting, data based on such a method of accounting will be
         acceptable. The CPA preparing the financial statements must sign
         statements as the preparer and in a separate letter state the scope of
         his work and opinion in conformity with generally accepted auditing
         standards and AICPA statements on auditing standards. In addition, the
         plan shall submit to the agency the following unaudited quarterly
         financial statements: Balance Sheet; Statement of Revenues and
         Expenses; and Statement of Changes in Financial Position and Net Worth.
         These statements shall be filed on a diskette, or by internet e-mail to
         MMCFIN@FDHC.STATE.FL.US using the agency supplied spreadsheet template
         and are due 45 calendar days after the end of each quarter in a plan's
         fiscal year.

         1.   Date of Filing: The plan shall file an annual audited report no
              later than 90 calendar days after the close of the plans's fiscal
              year. The plan shall file on diskette a quarterly financial report
              no later than

                                      105
<PAGE>

July 2002                                                  Medicaid HMO Contract

              45 calendar days after the close of each fiscal year quarter. The
              filing dates will be those specified in the contract with the
              agency.

         2.   Quarterly financial reports are to be specific to the operation of
              the Medicaid HMO rather than to a parent or umbrella organization.
              The annual audited report will be for the plan unless prior
              approval is obtained from the agency for some other alternative.

         3.   The reporting date and the name of the provider must be plainly
              written or stamped on the certification page, along with the
              president's signature.

         4.   One hard copy of the financial template is required to be filed
              with the diskette

         5.   Do not leave blanks. If no entry is to be made, write "NONE", not
              applicable (N/A) or "0-"in the space provided.

         6.   Any item which cannot be readily classified under one of the
              printed items should be entered as an aggregated item and
              adequately described.

         7.   If additional supporting statements or schedules are added in
              connection with providing information on the financial statement,
              the additions should be properly keyed to the item being answered
              (Example - "Current Assets, #4").

         8.   Minimum requirements needed to run financial report program
              include: IBM compatible computer with an 80286 processor or
              higher; 3.5" disk drive; hard drive; graphics display monitor EGA
              or VGA; 4 mb of memory; mouse; MS-DOS 3.1 or later and Microsoft
              Windows 3.1 or later; Excel 5.0

              THE TEMPLATE CONTAINS THE FOLLOWING:

              Master financial sheet - this is the balance sheet, profit and
              loss statement and changes in financial position. These statements
              reflect four (4) quarters plus the plans fiscal year totals.
              Variances have been placed within the quarters to track
              fluctuations on a line-item basis. Ratios have been created to
              monitor or detect material weakness in the plan.

         1.   Enrollment sheet - consists of quarterly summaries of enrollment
              detailed by county penetration. Indicators have been placed to
              reflect potential over or under enrolling practices.

         2.   Profit and Loss sheets - contains (3) sheets to track individual
              performance by commercial, Medicare, and Medicaid product lines.

         3.   Aggregate write-in sheets - four (4) sheets track any information
              recorded on the balance sheet or and loss statements, which needs
              further explanation.

         4.   Certification page - shows the plan name, plan address, telephone
              number, etc.

                                  BALANCE SHEET

              BALANCE SHEET ASSET DEFINITIONS:

              CURRENT ASSETS - These are assets that are relatively liquid,
              usually short-term holdings held for less than one year.
              Restricted assets for grants, contracts, reserves, etc., are not
              included. Five general types of assets are usually included in the
              current asset classification:

         1.   Cash: Money in any form, cash awaiting deposit, balance on deposit
              in checking accounts and certificates of deposit. Funds with
              availability for current use which are restricted by contract,
              state reserve requirements or other formal arrangements are
              reported as Other Assets. Loan funds held in escrow are reported
              as Other Assets.

                                      106
<PAGE>

July 2002                                                  Medicaid HMO Contract

         2.   Secondary cash resources: Various investments that are readily
              marketable, held for less than one year or intended for sale
              within a twelve month period. Any such funds with availability for
              current use which are restricted by contract, state requirement or
              other formal arrangements are excluded.

         3.   Short-term receivables: Open accounts receivable and notes
              receivable with short-term maturities (i.e., less than one year).

         4.   Short-term prepayments: Expenses, such as insurance, taxes, rent,
              paid for in advance of use in operations. These items are usually
              referred to as prepaid expenses.

         5.   Other: Includes inventories that are consumable supplies, such as
              x-ray, laboratory and other operating supplies. The category
              includes items that will be consumed by the plan during the
              current period in ordinary course of operations and items that are
              held for resale such as pharmacy inventories.

              OTHER ASSETS - Assets including insolvency requirements,
              contracts, grants, reserves, etc.

              PROPERTY AND EQUIPMENT - Fixed assets including land, building
              improvements, furniture and equipment.

              BALANCE SHEET ASSET LINES:

         1.   CASH - Cash in the bank or on hand, available for current use.
              Does not include restricted cash.

         2.   SHORT-TERM INVESTMENTS - Readily saleable investments acquired
              with temporarily unneeded cash. Does not include restricted
              securities.

         3.   PREMIUMS RECEIVABLE - NET - Gross amounts collectible from groups
              or individuals who receive from the plan, less the amount accrued
              fro premiums determined to be uncollectible for the period. This
              should not include fee-for-service.

         4.   INTEREST RECEIVABLE - Interest earned on investments but not
              received.

         5.   OTHER RECEIVABLES - NET - Gross amounts collectible from sources
              other than plan members or groups, less the amount accrued for
              receivables determined to be uncollectible during the period.
              Example: fee-for-service. This should not include restricted
              receivables.

         6.   PREPAID EXPENSES - Future expenses paid in advance such as
              unexpired insurance.

         7.   AGGREGATE WRITE-INS FOR CURRENT ASSETS - Enter the total of the
              write-ins listed on the aggregate write-in sheet for current
              assets.

         8.   TOTAL CURRENT ASSETS - Total of the above categories.

         9.   RESTRICTED ASSETS - Assets restricted for statutory insolvency
              requirements.

         10.  RESTRICTED FUNDS - Assets held for contract (i.e. Medicaid)
              grants, reserves including cash, securities, receivables, other,
              etc.

         11.  LOAN ESCROW - Funds for which loan notes have been signed by the
              provider but not drawn down. Funds may be held by the provider or
              an escrow agent.

         12.  LONG-TERM INVESTMENTS - Investments held for a period longer than
              twelve months.

         13.  INTANGIBLE ASSETS AND GOODWILL - Net - Assets of no physical
              substance. These may include patents, copyrights, licenses, and
              franchises. Provide gross amount less amortization.

                                      107
<PAGE>

July 2002                                                  Medicaid HMO Contract

         14.  AGGREGATE WRITE-INS FOR OTHER ASSETS - Enter the total of the
              write-ins listed on lines 1501 through 1597.

         15.  TOTAL OTHER ASSETS - total of the above categories.

         16.  LAND - Real estate owned by the plan.

         17.  BUILDINGS & IMPROVEMENTS - Buildings owned by the plan
              improvements made to provider-owned buildings.

         18.  CONSTRUCTION IN PROGRESS - Buildings or improvements in progress
              or under construction. These will be capitalized upon completion
              or utilization.

         19.  FURNITURE AND EQUIPMENT - Includes medical equipment, office
              equipment and furniture owned by the plan.

         20.  AGGREGATE WRITE-INS FOR OTHER EQUIPMENT - Enter the total of the
              write-ins listed on the aggregate write-in for property and
              equipment.

         21.  TOTAL PROPERTY AND EQUIPMENT - Net - Total of Property and
              Equipment categories, less Accumulated Depreciation - the
              cumulative amount of depreciation on property and equipment.
              Depreciation is an accounting practice recognizing the consumption
              of the value of a fixed asset during the asset's useful life.
              Depreciation expenses are charged to the expense categories
              representing the cost center to which the fixed asset is assigned.

         22.  TOTAL ASSETS - Total of Current Assets, Other Assets and Net
              Property and Equipment.

         23.  DETAILS OF WRITE-INS AGGREGATED FOR CURRENT ASSETS - Show
              non-restricted current assets, including inventories, not included
              in the other Current Assets categories.

         24.  DETAILS OF WRITE-INS AGGREGATED FOR OTHER ASSETS - Show
              non-current assets not included in the Other Assets categories.

         25.  DETAILS OF WRITE-INS AGGREGATED FOR OTHER EQUIPMENT - Include
              automobiles, fixtures and other fixed assets not reported in other
              Property and Equipment categories.

              BALANCE SHEET LIABILITIES AND NET WORTH DEFINITIONS:

              CURRENT LIABILITIES - Obligations whose liquidation is reasonably
              expected to occur within one year. Three main classes or
              liabilities fall within this definition:

         1.   Obligations for goods and services which were acquired for use in
              the operating cycle. These include for hospital and physician
              services and accounts payable.

         2.   Other debts that may be expected to require payment within the
              operating cycle or one year. This includes short-term notes and
              the currently maturing portion of long-term obligations.

         3.   Revenues received and recorded prior to being earned. These
              advances are often described as "deferred revenues." The
              obligation to furnish the services or to refund the payment is
              recognized as a liability. These include unearned premiums.

              OTHER LIABILITIES - Liabilities of a long-term nature, liquidation
              of liabilities is not expected in the current year.

              NET WORTH - Includes ownership or donated capital, restricted
              funds, reserves, and earnings or losses.

              BALANCE SHEET LIABILITIES AND NET WORTH LINES:

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         1.   ACCOUNTS PAYABLE - Amounts due to creditors for the acquisition of
              goods and services (trade and vendors rather than health care
              providers) on a credit basis.

         2.   CLAIMS PAYABLE (Reported) - Claims reported and booked as
              payables.

         3.   ACCRUED INPATIENT CLAIMS (Not reported) - Hospital and
              institutional care claims incurred but not reported and/or booked
              as payables.

         4.   ACCRUED PHYSICIAN CLAIMS (Not reported) - Claims incurred but not
              reported and/or booked as payables for physicians and ancillary
              (such as lab and x-ray) services by providers under an arrangement
              with the HMO. These may include capitation payments to medical
              groups or fees to IPAs.

         5.   ACCRUED REFERRAL CLAIMS (Not reported) - Claims incurred but not
              reported and/or booked as payables for consultants and referrals
              to providers outside a plan arrangement. These claims are usually
              paid on a fee-for-service basis.

         6.   ACCRUED OTHER MEDICAL (Not reported) - Other incurred medical
              expenses but not reported and/or booked as payables including
              emergency room, out-of-area services, payroll, etc.

         7.   ACCRUED MEDICAL INCENTIVE POOL - Accruals for withholds from IPAs
              or capitated medical groups and other such arrangements in which
              the provider may return incentive funds to plans.

         8.   UNEARNED PREMIUMS - Income received or booked in advance of the
              period to which it applies. A liability exists to render service
              in the future.

         9.   LOANS AND NOTED PAYABLE - current - The principal amount on loans
              due within one year.

         10.  AGGREGATE WRITE-INS FOR CURRENT LIABILITIES - Enter the total of
              the write-ins listed on the aggregate write-ins for current
              liabilities.

         11.  TOTAL CURRENT LIABILITIES - Total of Current Liability Categories.

         12.  LOANS AND NOTES - Loans and notes signed by the plan not including
              current portion payable. Include federal loans.

         13.  STATUTORY LIABILITY - Reserve required as a liability by statute
              (e.g., government purchaser requirements).

         14.  AGGREGATE WRITE-INS FOR OTHER LIABILITIES - Enter the total of the
              write-ins listed on the aggregate write-ins for other liabilities.

         15.  TOTAL OTHER LIABILITIES - Total of Other Liability Categories.

         16.  TOTAL LIABILITIES - Lines 11 and 15.

         17.  DONATED CAPITAL - Capita] donated to nonprofit organization. Do
              not include loans. Describe the nature of donation as well as any
              restrictions on this capital in the noted to financial statements.

         18.  CAPITAL - Par Value of stock. Stated amount of owner's direct
              equity in provider.

         19.  PAID IN SURPLUS - Amount over stated value of Line 17. Reflects
              actual amount in excess of par or stated value.

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         20.  UNASSIGNED SURPLUS - Unassigned Retained Earnings. Cumulative
              earnings or deficit from operations net of reserves and restricted
              funds.

         21.  AGGREGATE WRITE-INS FOR OTHER NET WORTH ITEMS - Enter the total of
              the write-ins listed on the aggregate write-ins for net worth.

         22.  TOTAL NET WORTH - Total of Lines 16 to 20.

         23.  TOTAL LIABILITIES AND NET WORTH - Total of Lines 16 and 22.

              DETAILS OF WRITE-INS AGGREGATED FOR CURRENT LIABILITIES - Show
                  current liabilities not included in other Current Liabilities
                  categories; include accrued payroll and taxes.

              DETAILS OF WRITE-INS AGGREGATED FOR OTHER LIABILITIES - Show other
                  liabilities of a long-term nature.

              DETAILS OF WRITE-INS AGGREGATED FOR OTHER NET WORTH ITEMS - May
              include statutory reserves, subordinated debt, and accrued
              interest on subordinated debt.

                  STATEMENT OF REVENUES, EXPENSES AND NET WORTH

              REVENUES: Components are broken down to show the sources of income
                  and revenue dependency on public or private enrollment bases.
                  Coordination of Benefits (C.O.B.) and Insurance Recoveries are
                  also shown.

              EXPENSES: Medical Services, Administration and Marketing
                  components are shown. The report includes a contra item for
                  year end adjustments to the full expenses reported and for
                  withholds or incentives claimed. Report full accrued revenues
                  and expenses as defined below for the period. Full expenses,
                  whether or not the plan ultimately bears financial
                  responsibility, should be shown. For example, the full
                  hospital and institutional expenses are shown in "Inpatient"
                  line. Offsets to these expenses such as C.O.B. and Insurance
                  Recoveries are shown as revenue. Similarly, full physician
                  services expenses are shown with a year end adjustment for
                  withholds or other offsets returned to the provider as a
                  contra category. Plan staff should footnote differences in
                  reporting if they are unable to report in lines similar to
                  these revenue/expense accounts.

              STATEMENT OF REVENUES, EXPENSES AND NET WORTH LINES:

         1.   PREMIUM - Revenue recognized on a prepaid basis from individuals
              and groups for provision of a specified range of health services
              over a defined period of time, normally one month. Also included
              are premiums from Medicare Wrap-Around subscribers for health
              benefits which supplement Medicare coverage. If advance payments
              are made to the plan for more than one reporting period, the
              portion of the payment that has not yet been earned must be
              treated as a liability (Unearned Premiums, Report #1).

         2.   FEE-FOR-SERVICE - Revenue recognized by the plan entity for
              provision of health services to non- members by plan providers and
              to members through provision of health services excluded from
              their prepaid benefit packages.

         3.   COPAYMENTS - Revenue recognized by the plan entity from plan
              members on a utilization related basis for certain health services
              included in the HMO benefit package.

         4.   TITLE XVIII - MEDICARE - Revenue as a result of an arrangement
              between a provider and the Centers for Medicare and Medicaid
              Services for services to a Medicare beneficiary.

         5.   TITLE XIX - MEDICAID - Revenue as a result of an arrangement
              between a plan and a Medicaid state agency for services to a
              Medicaid beneficiary.

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         6.   INTEREST - Interest earned from all sources, including the federal
              loan in escrow and reserve accounts.

         7.   C.O.B. AND INSURANCE RECOVERIES - Income from Coordination of
              Benefits and insurance recoveries.

         8.   REINSURANCE RECOVERIES - Income from the settlement of stop-loss
              (reinsurance) claims.

         9.   OTHER REVENUE - Revenue from sources not covered in the previous
              revenue accounts, such as recovery of bad debts or gain on sales
              of capital assets, etc.

         10.  TOTAL REVENUE - Total of the revenue accounts.

              MEDICAL AND HOSPITAL - Expenses for health service delivery
              including the following components:

         11.  PHYSICIAN SERVICES - Expenses for physician services provided
              under contractual arrangement to the plan including the following:
              salaries, including fringe benefits, paid to physicians for
              delivery of medical services; capitated payments paid by the plan
              to physicians for delivery of medical services to plan
              subscribers; and fees paid by the plan to physicians on a
              fee-for-service basis for delivery of medical services to plan
              subscribers. This includes capitated referrals. Do not include
              expenses for medical personnel time devoted to administrative
              tasks.

         12.  OTHER PROFESSIONAL SERVICES - Compensation, including fringe
              benefits, paid by the plan to non- physician providers engaged in
              the delivery of medical services and to personnel engaged in
              activities in direct support of the provision of medical services.
              This includes dentists, psychologists, optometrists, podiatrists,
              extenders, nurses, clinical personnel such as ambulance drivers,
              technicians, paraprofessionals, janitors, quality improvement
              analysts, administrative supervisors, secretaries to medical
              personnel, and medical records clerks.

         13.  OUTSIDE REFERRALS - Expenses for providers not under provider
              arrangement such as consultations.

         14.  EMERGENCY ROOM, OUT-OF-AREA, OTHER - Expenses for other
              non-contracted health delivery services incurred by plan members
              for which the plan is responsible on a fee-for-service basis.
              These include emergency room costs and out-of-area emergency
              physician and hospital costs.

         15.  OCCUPANCY, DEPRECIATION AND AMORTIZATION - Expenses associated
              with medical services including the amount of depreciation and
              amortization expense which is directly associated with the
              delivery of medical services. The costs of occupancy to the plan
              which are directly associated with the delivery of medical
              services. Included in occupancy are costs of using a facility,
              fire and theft insurance, utilities, maintenance, lease, etc.

         16.  INPATIENT - Inpatient hospital costs of routine and ancillary
              services for plan members while confined to an acute care
              hospital. Does not include out-of-area hospitalization.

              Routine hospital service includes regular room and board
              (including intensive care units, coronary care units, and other
              special inpatient hospital units), dietary and nursing services,
              medical surgical supplies, medical social services, and the use of
              certain equipment and facilities for which the plan does not
              customarily make a separate charge.

              Ancillary services may also include laboratory, radiology, drugs,
              delivery room and physical therapy services. Ancillary services
              may also include other special items and services for which
              charges are customarily made in addition to routine service
              charge. Charges for non-plan physician services provided in a
              hospital are included in this line item only if included as an
              unidentified portion of charges by a hospital to the plan. (If
              separately itemized or billed, physician charges be included in
              referrals, above.) Include the cost of utilizing skilled nursing
              and intermediate care facilities. Skilled nursing facilities are
              primarily engaged in providing skilled nursing care and related
              services for patients who require medical or nursing care or
              rehabilitation service. Intermediate care facilities are

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              for individuals who do not require the degree of care and
              treatment which a hospital or nursing care facility provides, but
              do not require care and services above the level of room and
              board.

         17.  REINSURANCE EXPENSES - Expenses for Reinsurance or "Stop-loss"
              insurance.

         18.  OTHER MEDICAL - Costs directly associated with the delivery of
              medical services under plan arrangement which are not
              appropriately assignable to the medical expense categories defined
              above, e.g. costs of medical supplies, medical administration
              expense (except compensation), malpractice insurance, etc.

         19.  INCENTIVE POOL ADJUSTMENT - A contra category for adjusting the
              full medical expenses reported. For example, physician withholds
              or hospital volume discounts returned by or to the provider should
              be included here. Adjustments should be made on the annual report
              only.

         20.  TOTAL MEDICAL AND HOSPITAL - Total of the above categories.

              ADMINISTRATION - Costs associated with the overall management and
              operation of the plan including the following components:

         21.  COMPENSATION - All expenses for administrative services including
              compensation and fringe benefits for personnel time devoted to or
              in direct support of administration. Include expenses for
              management contracts. Do not include marketing expenses. However,
              when a management company pays rent, insurance, and other
              non-salary or non-commission payments, these amounts should not be
              reported as compensation.

         22.  INTEREST EXPENSES - Interest on loans paid during period.

         23.  OCCUPANCY, DEPRECIATION AND AMORTIZATION - Expenses associated
              with administrative services including the costs of occupancy to
              the plan entity which are directly associated with plan
              administration. Included in occupancy are costs of using a
              facility, fire and theft insurance, utilities, maintenance, lease,
              etc. Do not include expenses for marketing in this category. The
              amount of depreciation and amortization expense which is directly
              associated with administrative services. Depreciation expense is
              the incremental consumption of the value of a fixed asset during
              the asset's useful life.

              Amortization Expense - the cost of certain assets are spread over
              their estimated service lives, e.g. leasehold improvements.

         24.  MARKETING - Expenses directly related to marketing activities
              including advertising, printing, marketing representative
              compensation and fringe benefits, commissions, broker fees,
              travel, occupancy, and other expenses allocated to the marketing
              activity.

         25.  OTHER - Costs which are not appropriately assignable to the health
              plan administration categories defined above. Included are costs
              to update member records, servicing of member inquiries and
              complaints, claims adjudication and payment, legal, audit, data
              processing, accounting, insurance, bad debts, all taxes except
              federal income taxes, etc. Do not include marketing expenses.

         26.  TOTAL ADMINISTRATION - Total of the above categories.

         27.  TOTAL EXPENSES - Total of Medicaid and Hospital and Administration
              Expenses.

         28.  INCOME (LOSS) - Excess or deficiency of total revenues over total
              expenses.

         29.  EXTRAORDINARY ITEM - A nonrecurring gain or loss that meets the
              following criteria:

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              The event must be unusual. It should be highly abnormal and
              unrelated to, or only incidentally related to, the ordinary
              activities of the entity.

              The event must occur infrequently. It should be of a type that
              would not reasonably be expected to recur in the foreseeable
              future.

              The following gains and losses are specifically not extraordinary:
              write-down or write off of accounts receivable, inventory, or
              intangible assets: gains or losses from changes in the value of
              foreign currency; gains or losses on disposal of a segment of a
              business; gains or losses from the disposal of fixed assets;
              effects of a strike; and adjustments of accruals on long-term
              contracts.

         30.  PROVISION FOR TAXES - State and federal taxes for period
              (for-profit organization only).

         31.  NET INCOME (LOSS) - Excess or deficiency of total revenues over
              total expenses less state and federal taxes for period.

         STATEMENT OF CHANGES IN FINANCIAL POSITION AND NET WORTH

         PURPOSE: This report shows funds generated and applied to operations.

         -    SOURCES AND APPLICATION OF FUNDS: Indicates funds generated (or
              lost) from operations, as well as other sources and applications.

         -    NET WORTH: Indicates changes in components of net worth over the
              past year.

         INSTRUCTIONS: The report reflects the concept of funds as working
         capital, rather than the more limited cash concept. Use brackets to
         show negative balances. Inclusion of statutory reserves as a component
         of working capital is dependent in each situation on the use of the
         reserve as defined by the regulatory authority. The applicable test is
         whether the reserve is available for use in current operations.

         STATEMENT OF CHANGES IN FINANCIAL POSITION AND NET WORTH LINES:

         SOURCES: Sources of funds used in operations including the following:

         1.   NET INCOME (LOSS) - Report the figure calculated for this line.

              ADD ITEMS NOT AFFECTING WORKING CAPITAL IN THE CURRENT PERIOD:
              Depreciation amortization and deferred taxes are expenses ant
              affecting working capital. These expenses are added back.

         2.   DEPRECIATION AND AMORTIZATION

         3.   DEFERRED TAXES - These are accrued taxes expenses for the period
              which are held for payment to the government during a later
              period.

         4.   Show other expenses not affecting working capital.

              OTHER ADDITIONS TO WORKING CAPITAL: Additions are generally from
              borrowing or from liquidating non-current assets and include the
              following:

         5.   PROCEEDS FROM BORROWING - Additions from borrowing which increase
              current asset accounts.

         6.   Show other additions to working capital.

         7.   TOTAL SOURCES OF FUNDS -Total of the above categories.

         APPLICATIONS: Uses of Working Capital, usually additions to non-current
         assets or reductions in long term liabilities, including the following:

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July 2002                                                  Medicaid HMO Contract

         8.   ADDITIONS TO PROPERTY AND EQUIPMENT - Increase in property and
              equipment from last period.

         9.   REDUCTIONS IN LONG-TERM DEBT - Decrease in long-term liabilities
              from last period.

         10.  Show other uses of Working Capital.

         11.  TOTAL APPLICATIONS OF FUNDS - Total of the above categories.

         12.  INCREASE (DECREASE) IN WORKING CAPITAL - Excess or deficiency of
              Sources over Applications of Funds.

         NET WORTH:

         13.  Net Worth Beginning of Period

         14.  Increase (Decrease) in Donated Capital

         15.  Increase (Decrease) in Capital - (Current year less previous year)

         16.  Increase (Decrease) in Paid in Surplus - (Current year less
              previous year)

         17.  Increase (Decrease) in Reserves and Restricted Funds - (Current
              year less previous year)

         18.  Increase (Decrease) in Unassigned Surplus - (Current year less
              previous year)

         19.  Net Worth End of Period

60.2.15  MINORITY BUSINESS ENTERPRISE CONTRACT REPORTING

         The plan shall report monthly by the fifteenth its ten fiscally major
         contracts with minority business enterprises, as defined in Section
         288.703, F.S., related to this contract. The report shall contain names
         and addresses of the contractors; the total aggregate dollar amount of
         the business conducted; the beginning and ending dates of services;
         type of service; and the applicable minority code (African American =
         H, Hispanic American = I, Asian American= J, Native American= K,
         American Woman= M). If no minority contractors are used, the plan shall
         submit a statement to this effect. The types of contractors may include
         provider subcontractors and minority vendors of all types of goods and
         services related to this contract such as custodial, security, mail
         sorting, etc. This requirement can be waived by the agency if the plan
         demonstrates that it is either at least 51 percent minority owned, at
         least 51 percent of its board of directors are a minority, at least 51
         percent of its officers are a minority, or if the plan is not for
         profit corporation and at least 51 percent of the population it serves
         belong to a minority.

60.216   SUSPECTED FRAUD REPORTING

         Upon detection of a potentially or suspected fraudulent claim by a
         provider, the plan shall file a report to the agency. At minimum, the
         report shall contain the name of the provider, the provider number or
         the tax identification number, and a description of the suspected
         fraudulent act. This report must be sent in narrative fashion to the
         plan analyst.

60.2.17  CLAIMS INVENTORY SUMMARY REPORT

         The plan shall file an aging claims summary report quarterly, noting
         paid, denied and unpaid claims by provider type. The plan will submit
         this report using the CLAIMS AGING TEMPLATE.XLS file supplied by the
         agency. This file is an excel spreadsheet and may be submitted to the
         following email address: mmcclms@fdhc.state.fl.us.

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60.3     BEHAVIORAL HEALTH REPORTING REQUIREMENTS

         In Areas 1 and 6, the agency requires additional reports for which the
         plan shall be responsible during the evaluation of the Areas 1 and 6
         PMHP demonstration project. Such reports, including encounter data,
         shall be submitted using the spreadsheet templates provided by the
         agency. The template MONTHLY TEMPLATE_MH.xls, must be submitted within
         15 days of the end of the month being reported. The template QUARTERLY
         TEMPLATE_MH.xls must be submitted within 45 days of the end of the
         quarter being reported

         Failure of the plan to submit required reports accurately and within
         the time frames specified may result in penalties in accordance with
         Section 70.17, Sanctions of this contract.

60.3.1   ALLOCATION OF RECIPIENTS REPORT (MONTHLY TEMPLATE_MH.xls)

         The plan shall provide to the agency a report that lists, by provider,
         total recipients served by age and eligibility category. This report
         shall provide such information only for plan members who have been
         assigned to behavioral health care providers and, if applicable, case
         managers, and have received such services during the prior month. This
         report is included in the template.

60.3.2   TARGETED CASE MANAGEMENT REPORT (MONTHLY TEMPLATE_MH.xls)

         The plan shall adhere to staffing ratios as described in Section
         10.11.1, Service Requirements, subsection f.

         For reporting purposes the plan must submit the provider's name, the
         number of full time staff, the number of recipients by population
         group, and the caseload size. This report is included in the template.

60.3.3   PATIENT SATISFACTION REPORTING

         In Areas 1 and 6, the plan shall conduct a behavioral health patient
         satisfaction survey in both English and Spanish by March 1, of each
         year.

         The plan shall report the results of the survey to the agency by May
         15, of each year. The sampling for the survey shall be a statistically
         significant sample of each category represented for members having
         received behavioral health services during the period reflected in the
         report.

60.3.4   GRIEVANCE REPORTING

         In Areas 1 and 6, the plan shall include in its quarterly grievance
         reports, a sub-listing of all current behavioral health related
         grievances and the status of such grievances to the agency as required
         in Section 60.2, HMO Reporting Requirements, of this contract.

60.3.5   QUALITY IMPROVEMENT REPORTING

         In Areas 1 and 6, the plan shall submit to the plan analyst, on a
         quarterly basis, a summary of the plan's behavioral health quality
         improvement activities and findings for that quarter, as well as a
         summary on the status of any unresolved prior quarter behavioral health
         care services issues. In addition, the plan shall include behavioral
         health quality improvement activities and reporting as part of the
         plan's general assurance activities as required in Section 20.12,
         Quality Improvement, of this contract.

60.3.6   SERVICE UTILIZATION REPORTING (QUARTERLY TEMPLATE_MH.xls)

         The plan shall report all discharges from acute care hospitals in
         Section 60.2.7 Inpatient Discharge report. These discharges are
         accompanied by up to three diagnosis codes. The agency will use these
         detailed discharge records to evaluate utilization of inpatient
         services for behavioral health diagnoses, as well as compare the
         utilization patterns and the behavioral health status of members of
         contracted plans. In addition, two other service utilization reports
         specific to behavioral health must be submitted each month.

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July 2002                                                  Medicaid HMO Contract

         This information is included in a reporting template, Quarterly
         Template_MH.xls, due to the agency 45 days from the end of the quarter
         being reported. The service utilization summary lists by service type,
         by eligibility category, by age, the number of recipients and number of
         units of service they received. The detailed service utilization report
         gives information about specific recipients, what services they
         received during the month, and who provided the service. The following
         services must be reported in summary and detail: Hospital Acute Care;
         CSU Acute Care; ER Services; Holding/Observation Bed; Crisis
         Intervention Services; Medical Psychiatric Services; Day Treatment;
         Rehabilitative Services; Counseling and Therapy Services; Evaluation
         and Testing Services; Psych Evaluation for Nursing Home Admissions;
         Functional Assessments; Intensive Therapeutic On-Site Services; Home
         and Community Based Rehabilitation Services; Prevention; Opportunities
         for Recovery and Reintegration; Specialized Case Management;Children's
         Targeted Case Management; Adult's Targeted Case Management; Intensive
         Case Management; and Other Medically Necessary Services.

60.3.7   CRITICAL INCIDENT REPORTING (MONTHLY TEMPLATE_MH.xis)

         The plan must report all member critical incidents at least on a
         monthly basis immediately following the occurrence. This report is
         included in the template. This information is supplied in summary
         regarding the following types of incidents: Suicide; Homicide;
         Abuse/Neglect; Injury or Illness; Sexual Battery, Medication Errors;
         Suicide Attempt; Altercations Requiring Medical Intervention; Escape;
         Elopement; and Other Reportable Incidents.

         In addition, Critical incident reporting must be done in the manner
         prescribed by the appropriate district's DCF Alcohol, Drug Abuse Mental
         Health office. Reporting forms and procedures shall be available at
         each DCF district's Alcohol, Drug Abuse and Mental Health office.

60.3.8   BEHAVIORAL HEALTH CARE EXPENDITURE REPORT (ANNUAL TEMPLATE
         EXPENDITURE_MH.XLS)

         By April 1 of each year, plans with members in Areas 1 and 6 shall
         provide a breakdown of expenditures related to the provision of
         behavioral health care, using the spreadsheet template provided by the
         agency. Pursuant to Section 409.912(3)(b), F.S., 80 percent of the
         capitation paid to the plan shall be expended for the provision of
         behavioral health care services. In the event the plan expends less
         than 80 percent of the capitation, the difference shall be returned to
         the agency no later than May 1 of each year.

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70.0     TERMS AND CONDITIONS

70.1     AGENCY CONTRACT MANAGEMENT

         The Bureau of Managed Health Care within the agency shall be
         responsible for management of the contract. All statewide policy
         decision making or contract interpretation shall be made by the
         Division of Medicaid. In addition, the Division of Medicaid shall be
         responsible for the interpretation of all federal and state laws, rules
         and regulations governing or in any way affecting this contract.
         Management shall be conducted in good faith with the best interest of
         the state and the recipients it serves being the prime consideration.
         The agency shall provide final interpretation of general Medicaid
         policy. When interpretations are required, the plan shall submit
         written requests to the agency.

70.2     APPLICABLE LAWS AND REGULATIONS

         The plan agrees to comply with all applicable federal and state laws,
         rules and regulations including but not limited to: Title 42 Code of
         Federal Regulations (CFR) Chapter IV, Subchapter C; Title 45 CFR, Part
         74, General Grants Administration Requirements; Chapters 409 and 641,
         Florida Statutes; all applicable standards, orders, or regulations
         issued pursuant to the Clean Air Act of 1970 as amended (42 USC 1857,
         et seq.); Title VI of the Civil Rights Act of 1964 (42 USC 2000d) in
         regard to persons served; 42 CFR 431, Subpart F, Section 409.907(3)(d),
         F.S., and Rule 59G-8.100 (24)(b), F.A.C. in regard to the contractor
         safeguarding information about recipients; Title VII of the Civil
         Rights Act of 1964 (42 USC 2000e) in regard to employees or applicants
         for employment; Rule 59G-8.100, F.A.C.; Section 504 of the
         Rehabilitation Act of 1973, as amended, 29 USC. 794, which prohibits
         discrimination on the basis of handicap in programs and activities
         receiving or benefiting from federal financial assistance; Chapter 641,
         parts I and III, F.S., in regard to managed care; the Age
         Discrimination Act of 1975, as amended, 42 USC. 6101 et. seq., which
         prohibits discrimination on the basis of age in programs or activities
         receiving or benefiting from federal financial assistance; the Omnibus
         Budget Reconciliation Act of 1981, P.L. 97-35, which prohibits
         discrimination on the basis of sex and religion in programs and
         activities receiving or benefiting from federal financial assistance;
         Medicare - Medicaid Fraud and Abuse Act of 1978; the federal omnibus
         budget reconciliation acts; Americans with Disabilities Act (42 USC
         12101, et seq.); the Newborns' and Mothers' Health Protection Act of
         1996; and the Balanced Budget Act of 1997. The plan is subject to any
         changes in federal and state law, rules, or regulations.

70.3     ASSIGNMENT

         Except as provided below or with the prior written approval of the
         agency, which approval shall not be unreasonably withheld, this
         contract and the monies which may become due are not to be assigned,
         transferred, pledged or hypothecated in any way by the plan, including
         by way of an asset or stock purchase of the plan and shall not be
         subject to execution, attachment or similar process by the plan.

         a.   As provided by Section 409.912(17), F.S., when a merger or
              acquisition of a plan has been approved by the Department of
              Insurance pursuant to Section 628.4615, F.S., the agency shall
              approve the assignment or transfer of the appropriate Medicaid HMO
              contract upon the request of the surviving entity of the merger or
              acquisition if the plan and the surviving entity have been in good
              standing with the agency for the most recent 12 month period,
              unless the agency determines that the assignment or transfer would
              be detrimental to the Medicaid recipients or the Medicaid program.
              The entity requesting the assignment or transfer shall notify the
              agency of the request 60 days prior to the anticipated effective
              date.

         b.   To be in good standing, a plan must not have failed accreditation
              or committed any material violation of the requirements of Section
              641.52, F.S., and must meet the Medicaid contract requirements.

         c.   For the purposes of this section, a merger or acquisition means a
              change in controlling interest of a plan, including an asset or
              stock purchase.

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70.4     ATTORNEY'S FEES

         In the event of a dispute, each party to the contract shall be
         responsible for its own attorneys' fees except as otherwise provided by
         law.

70.5     CONFLICT OF INTEREST

         The contract is subject to the provisions of Chapter 112, Florida
         Statutes. The plan must disclose the name of any officer, director, or
         agent who is an employee of the State of Florida, or any of its
         agencies. Further, the plan must disclose the name of any state
         employee who owns, directly or indirectly, an interest of five percent
         or more in the offerer's firm or any of its branches. The plan
         covenants that it presently has no interest and shall not acquire any
         interest, direct or indirect, which would conflict in any manner or
         degree with the performance of the services hereunder. The plan further
         covenants that in the performance of the contract no person having any
         such known interest shall be employed. No official or employee of the
         agency and no other public official of the State of Florida or the
         federal government who exercises any functions or responsibilities in
         the review or approval of the undertaking of carrying out the contract
         shall, prior to completion of this contract, voluntarily acquire any
         personal interest, direct or indirect, in this contract or proposed
         contract

70.6     CONTRACT VARIATION

         If any provision of the contract (including items incorporated by
         reference) is declared or found to be illegal, unenforceable, or void,
         then both the agency and the plan shall be relieved of all obligation
         arising under such provisions. If the remainder of the contract is
         capable of performance, it shall not be affected by such declaration or
         finding and shall be fully performed. In addition, if the laws or
         regulations governing this contract should be amended or judicially
         interpreted as to render the fulfillment of the contract impossible or
         economically infeasible, both the agency and the provider shall be
         discharged from further obligations created under the terms of the
         contract. However, such declaration or finding shall not affect any
         rights or obligations of either party to the extent that such rights or
         obligations arise from acts performed or events occurring prior to the
         effective date of such declaration or finding.

70.7     COURT OF JURISDICTION OR VENUE

         For purposes of any legal action occurring as a result of or under this
         contract, between the plan and the agency, the place of proper venue
         shall be Leon County.

70.8     CROSSOVER CLAIMS FOR MEDICAID/MEDICARE ELIGIBLE MEMBERS

         The plan shall reimburse non-participating providers for Medicare
         deductibles and co-insurance payments for Medicare dually eligible
         members according to the lesser of the following: the rate negotiated
         with the provider or the reimbursement amount as stipulated in Section
         409.908(13), F.S.

         The plan shall reimburse providers for such services no later than 35
         calendar days after submittal of a clean claim which includes an
         explanation of Medicare benefits, or, if no explanation of Medicare
         benefits is provided, the plan shall comply with the third party payor
         requirements in Section 70.20, Third Party Resources.

70.9     DAMAGES FOR FAILURE TO MEET CONTRACT REQUIREMENTS

         In addition to any remedies available through this contract, in law or
         equity, the plan shall reimburse the agency for any federal
         disallowances or sanctions imposed on the agency as a result of the
         provider's failure to abide by the terms of this contract.

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70.10    DISPUTES

         Any disputes which arise out of or relate to this contract shall be
         decided by the agency's Division of Medicaid who shall reduce his/her
         decision to writing and serve a copy on the plan. The decision of the
         agency's Division of Medicaid shall be final and conclusive. Should the
         plan challenge an agency decision through arbitration as provided
         below, the action shall not be stayed except by order of an arbitrator.
         Thereafter, a plan shall resolve any controversy or claim arising out
         of or relating to the contract, or the breach thereof, by arbitration.
         Said arbitration shall be held in the City of Tallahassee, Florida, and
         administered by the American Arbitration Association in accordance with
         its applicable rules and the Florida Arbitration Code (Chapter 682,
         F.S.). Judgment upon any award rendered by the arbitrator may be
         entered by the Circuit Court in and for the Second Judicial Circuit,
         Leon County, Florida. The chosen arbitrator must be a member of the
         Florida Bar actively engaged in the practice of law with expertise in
         the process of deciding disputes and interpreting contracts in the
         health care field. Any arbitration award shall be in writing and shall
         specify the factual and legal bases for the award. Either party may
         appeal a judgment entered pursuant to an arbitration award to the First
         District Court of Appeal. The parties shall bear their own costs and
         expenses relating to the preparation and presentation of a case in
         arbitration. The arbitrator shall award to the prevailing party all
         administrative fees and expenses of the arbitration, including the
         arbitrator's fee. This contract with numbered attachments represents
         the entire agreement between the plan and the agency with respect to
         the subject matter in it and supersedes all other contracts between the
         parties when it is duly signed and authorized by the plan and the
         agency. Correspondence and memoranda of understanding do not constitute
         part of this contract. In the event of a conflict of language between
         the contract and the attachments, the provisions of the contract shall
         govern. However, the agency reserves the right to clarify any
         contractual relationship in writing with the concurrence of the plan
         and such clarification shall govern. Pending final determination of any
         dispute over an agency decision, the plan shall proceed diligently with
         the performance of the contract and in accordance with the agency's
         Division of Medicaid direction.

70.11    FORCE MAJEURE

         The agency shall not be liable for any excess cost to the plan if the
         agency's failure to perform the contract arises out of causes beyond
         the control and without the result of fault or negligence on the part
         of the agency. In all cases, the failure to perform must be beyond the
         control without the fault or negligence of the agency. The plan shall
         not be liable for performance of the duties and responsibilities of the
         contract when its ability to perform is prevented by causes beyond its
         control. These acts must occur without the fault or negligence of the
         plan. These include destruction to the facilities due to hurricanes,
         fires, war, riots, and other similar acts. Annually by May 31, the plan
         shall submit to the agency for approval an emergency management plan
         specifying what actions the plan shall conduct to ensure the ongoing
         provisions of health services in a disaster or man-made emergency.

70.12    LEGAL ACTION NOTIFICATION

         The plan shall give the agency by certified mail immediate written
         notification (no later than 30 calendar days after service of process)
         of any action or suit filed or of any claim made against the plan by
         any subcontractor, vendor, or other party which results in litigation
         related to this contract for disputes or damages exceeding the amount
         of $50,000. In addition, the plan shall immediately advise the agency
         of the insolvency of a subcontractor or of the filing of a petition in
         bankruptcy by or against a principal subcontractor.

70.13    LICENSING

         In accordance with Section 409.912(3)(a), F.S., all entities that
         provide Medicaid prepaid health care services must be commercially
         licensed in accordance with the provisions of Part I and Part III of
         Chapter 641, F.S.

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70.14    MISUSE OF SYMBOLS, EMBLEMS, OR NAMES IN REFERENCE TO MEDICAID

         No person or plan may use, in connection with any item constituting an
         advertisement, solicitation, circular, book, pamphlet or other
         communication, or a broadcast, telecast, or other production, alone or
         with other words, letters, symbols or emblems the words "Medicaid," or
         "Agency for Health Care Administration," except as required in the
         agency's core contract, page 2, unless prior written approval is
         obtained from the agency. Specific written authorization from the
         agency is required to reproduce, reprint, or distribute any agency
         form, application, or publication for a fee. State and local
         governments are exempt from this prohibition. A disclaimer that
         accompanies the inappropriate use of program or agency terms does not
         provide a defense. Each piece of mail or information constitutes a
         violation.

70.15    NON-RENEWAL

         This contract shall be renewed only upon mutual consent of the parties.
         Either party may decline to renew the contract for any reason. Chapter
         120, F.S. does not apply to a decision by the Agency not to renew this
         contract.

70.16    OFFER OF GRATUITIES

         By signing this agreement, the plan signifies that no member of or a
         delegate of Congress, nor any elected or appointed official or employee
         of the State of Florida, the General Accounting Office, Department of
         Health and Human Services, CMS, or any other federal agency has or
         shall benefit financially or materially from this procurement. The
         contract may be terminated by the agency if it is determined that
         gratuities of any kind were offered to or received by any officials or
         employees from the offeror, his agent, or employees.

70.17    SANCTIONS

         In accordance with Section 4707 of the Balanced Budget Act of 1997, and
         Section 409.912(19), F.S., the agency may impose any of the following
         sanctions against the plan if it determines that the plan has violated
         any provision of this contract, or the applicable statutes or rules
         governing Medicaid HMOs:

         a.   Suspension of the plan's voluntary enrollments and participation
              in the assignment process for Medicaid enrollment;

         b.   Suspension or revocation of payments to the plan for Medicaid
              recipients enrolled during the sanction period. If the plan has
              violated the contract, the agency may order the plan to reimburse
              the complainant for out-of-pocket medically necessary expenses
              incurred or order the plan to pay non-network plan providers who
              provide medically necessary services;

         c.   Suspension of all marketing activities to Medicaid recipients;

         d.   Imposition of a fine for violation of the contract with the
              agency, pursuant to Section 409.912(19), F.S.

         e.   Termination pursuant to paragraph III.B.(3) of the agency core
              contract and Section 70.19, Termination Procedures.

         f.   In accordance with Section 409.912(25), F.S., if the plan's Child
              Health Check-Up screening compliance rate is below 60 percent, it
              must submit to the agency, and implement, an agency accepted
              corrective action plan. If the plan does not meet the standard
              established in the corrective action plan during the time period
              indicated in the corrective action plan, the agency has the
              authority to impose sanctions in accordance with this section.

              Unless the duration of a sanction is specified, a sanction shall
              remain in effect until the agency is satisfied that the basis for
              imposing the sanction has been corrected and is not likely to
              recur.

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70.18    SUBCONTRACTS

         The plan is responsible for all work performed under this contract, but
         may, with the written approval of the agency, enter into subcontracts
         for the performance of work required under this contract. All
         subcontracts and amendments executed by the plan must meet the
         following requirements and all model provider subcontracts must be
         approved, in writing, by the agency in advance of implementation. All
         subcontractors must be eligible for participation in the Medicaid
         program; however, the subcontractor is not required to participate in
         the Medicaid program as a provider. The Agency encourages use of
         minority business enterprise subcontractors. Subcontracts are required
         with all major providers of services including all primary care sites.

         The plan shall not discriminate with respect to participation,
         reimbursement, or indemnification as to any provider who is acting
         within the scope of the provider's license, or certification under
         applicable state law, solely on the basis of such license, or
         certification, in accordance with Section 4704 of the Balanced Budget
         Act of 1997. This paragraph shall not be construed to prohibit a plan
         from including providers only to the extent necessary to meet the needs
         of the plan's enrollees or from establishing any measure designed to
         maintain quality and control costs consistent with the responsibilities
         of the organization.

         No subcontract which the plan enters into with respect to performance
         under the contract shall in any way relieve the plan of any
         responsibility for the performance of duties under this contract. The
         plan shall assure that all tasks related to the subcontract are
         performed in accordance with the terms of this contract. The plan shall
         identify in its subcontracts any aspect of service that may be further
         subcontracted by the subcontractor.

         All model and executed subcontracts and amendments used by the plan
         under this contract must be in writing, signed, and dated by the plan
         and the subcontractor and meet the following requirements:

         a.   Identification of conditions and method of payment:

              1.  The plan agrees to make payment to all subcontractors pursuant
                  to Section 641.3155, F.S. If third party liability exists,
                  payment of claims shall be determined in accordance with
                  Section 70.20, Third Party Resources.

              2.  Provide for prompt submission of information needed to make
                  payment.

              3.  Make full disclosure of the method and amount of compensation
                  or other consideration to be received from the plan. The
                  provider shall not charge for any service provided to the
                  member at a rate in excess of the rates established by the
                  plan's subcontract with the provider in accordance with
                  Section 1128B(d)(l), Social Security Act (enacted by Section
                  4704 of the Balanced Budget Act of 1997).

              4.  Require an adequate record system be maintained for recording
                  services, charges, dates and all other commonly accepted
                  information elements for services rendered to recipients under
                  the contract

              5.  Physician incentive plans must comply with 42 CFR 417.479.
                  Plans shall make no specific payment directly or indirectly
                  under a physician incentive plan to a physician or physician
                  group as an inducement to reduce or limit medically necessary
                  services furnished to an individual enrollee. Incentive plans
                  must not contain provisions which provide incentives, monetary
                  or otherwise, for the withholding of medically necessary care.

                  The plan must disclose information on provider incentive plans
                  listed in 42 CFR 417.479(h)(1) and 417.479(I) at the times
                  indicated in 42 CFR 417.479(d)-(g). All such arrangements must
                  be submitted to the agency for approval, in writing, prior to
                  use. If any other type of withhold arrangement currently
                  exists, it must be omitted from all subcontracts.

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              6.  Specify whether the plan will assume full responsibility for
                  third party collections in accordance with Section 70.20,
                  Third Party Resources.

         b.   Provisions for monitoring and inspections:

              1.  Provide that the agency and DHHS may evaluate through
                  inspection or other means the quality, appropriateness and
                  timeliness of services performed.

              2.  Provide for inspections of any records pertinent to the
                  contract by the agency and DHHS.

              3.  Require that records be maintained for a period not less than
                  five years from the close of the contract and retained further
                  if the records are under review or audit until the review or
                  audit is complete. (Prior approval for the disposition of
                  records must be requested and approved by the provider if the
                  subcontract is continuous.)

              4.  Provide for monitoring and oversight by the plan and the
                  subcontractor to provide assurance that all licensed medical
                  professionals are credentialed in accordance with the plan's
                  and the agency's credentialing requirements as found in
                  Section 20.5.1, Credentialing and Recredentialing Policies and
                  Procedures, if the plan has delegated the credentialing to a
                  subcontractor.

              5.  Provide for monitoring of services rendered to recipients
                  sponsored by the provider.

         c.   Specification of functions of the subcontractor:

              1.  Identify the population covered by the subcontract.

              2.  Specify the amount, duration and scope of services to be
                  provided by the subcontractor, including a requirement that
                  the subcontractor continue to provide services through the
                  term of the capitati period for which the agency has paid the
                  plan.

              3.  Provide for timely access to physician appointments to comply
                  with the following availability schedule: urgent care - within
                  one day; routine sick care - within one week; well care -
                  within one month.

              4.  Provide for submission of all reports and clinical information
                  required by the plan, including Child Health Check-Up
                  reporting (if applicable).

              5.  Provide for the participation in any internal and external
                  quality improvement, utilization review, peer review, and
                  grievance procedures established by the plan.

         d.   Protective clauses:

              1.  Require safeguarding of information about recipients according
                  to 42 CFR, Part 431, Subpart F.

              2.  Require compliance with HIPAA privacy and security provisions.

              3.  Require an exculpatory clause, which survives subcontract
                  termination including breach of subcontract due to insolvency,
                  that assures that recipients or the agency may not be held
                  liable for any debts of the subcontractor and, in accordance
                  with 42 CFR 447.15, that the recipient is not liable to the
                  provider for any services for which the health maintenance
                  organization is liable as specified in Section 641.3154, F.S.

              4.  Contain a clause indemnifying, defending and holding the
                  agency and the plan members harmless from and against all
                  claims, damages, causes of action, costs or expense, including
                  court costs a reasonable attorney fees to the extent
                  proximately caused by any negligent act or other wrongful
                  conduct arising from the subcontract agreement. This clause
                  must survive the termination of the

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                  subcontract, including breach due to insolvency. The agency
                  may waive this requirement for itself, but not plan members,
                  for damages in excess of the statutory cap on damages for
                  public entities if the subcontractor is a public health entity
                  with statutory immunity. All such waivers must be approved in
                  writing by the agency.

              5.  Require that the subcontractor secure and maintain during the
                  life of the subcontract worker's compensation insurance for
                  all of its employees connected with the work under this
                  contract unless such employees are covered by the protection
                  afforded by the plan. Such insurance shall comply with the
                  Florida's Worker's Compensation Law.

              6.  Pursuant to Section 641.315(9), F.S., contain no provision
                  that prohibits the physician from providing inpatient services
                  in a contracted hospital to a subscriber if such services are
                  determined by the organization to be medically necessary and
                  covered services under the organization's contract with the
                  contract holder.

              7.  Contain no provision restricting the provider's ability to
                  communicate information to the provider's patient regarding
                  medical care or treatment options for the patient when the
                  provider deems knowledge of such information by the patient to
                  be in the best interest of the health of the patient.

              8.  Pursuant to Section 641.315(10), contain no provision
                  requiring providers to contract for more than one HMO product
                  or otherwise be excluded.

              9.  Pursuant to Section 641.315(6), F.S., contain no provision
                  that in any way prohibits or restricts the health care
                  provider from entering into a commercial contract with any
                  other plan.

              10. Specify that if the subcontractor delegates or subcontracts
                  any functions of the plan, that the subcontract or delegation
                  include all the requirements of this section.

              11. Make provisions for a waiver of those terms of the subcontract
                  which, as they pertain to Medicaid recipients, are in conflict
                  with the specifications of this contract.

              12. Specify procedures and criteria for extension, renegotiation
                  and termination, and that the provider must give 60 days'
                  advance written notice to the plan, and the Department of
                  Insurance before canceling the contract with the plan for any
                  reason. Nonpayment for goods or services rendered by the
                  provider to the plan is not a valid reason for avoiding the 60
                  day advance notice of cancellation pursuant to Section
                  641.315(2)(a)2., F.S. A copy of the notice shall be filed
                  simultaneously with the agency.

                  Pursuant to Section 641.315(2)(b), F.S., specify that the plan
                  will provide 60 days' advance written notice to the provider
                  and the Department of Insurance before canceling, without
                  cause, the contract with the provider, except in a case in
                  which a patient's health is subject to imminent danger or a
                  physician's ability to practice medicine is effectively
                  impaired by an action by the Board of Medicine or other
                  governmental agency, in which case notification shall be
                  provided to the agency immediately. A copy of the notice
                  submitted to the Department of Insurance shall be filed
                  simultaneously with the agency.

70.18.1  HOSPITAL SUBCONTRACTS

         All hospital subcontracts must meet the requirements outlined in
         Section 70.18, Subcontracts. In addition such subcontracts must require
         that the hospitals notify the plan of births where the mother is a plan
         member. The subcontract must also specify which entity (plan or
         hospital) is responsible for completing form DCF-ES 2039 and submitting
         it to the local DCF Economic Self-Sufficiency Services office. The
         subcontract must also indicate that the plan's name must be indicated
         as the referring agency when the form DCF-ES 2039 is completed.

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70.19    TERMINATION PROCEDURES

         In conjunction with Section III.B., Termination, on page 3 of the
         agency's core contract, termination procedures are required. The plan
         agrees to extend the thirty (30) calendar days notice found in Section
         III.B. 1., Termination at Will, on page 3 of the agency's core contract
         to ninety (90) calendar days notice. The party initiating the
         termination shall render written notice of termination to the other
         party by certified mail, return receipt requested, or in person with
         proof of delivery, or by facsimile letter followed by certified mail,
         return receipt requested. The notice of termination shall specify the
         nature of termination, the extent to which performance of work under
         the contract is terminated, and the date on which such termination
         shall become effective. In accordance with 1932(e)(4), Social Security
         Act, the agency shall provide the plan with an opportunity for a
         hearing prior to termination for cause.

         Upon receipt of final notice of termination, on the date and to the
         extent specified in the notice of termination, the plan shall:

         a.   Stop work under the contract, but not before the termination date.

         b.   Cease enrollment of new recipients under the contract.

         c.   Terminate all marketing activities and subcontracts relating to
              marketing.

         d.   Assign to the state those subcontracts as directed by the agency's
              contracting officer including all the rights, title and interest
              of the plan for performance of those subcontracts.

         e.   In the event the agency has terminated this contract in one or
              more agency areas of the state, complete the performance of this
              contract in all other areas in which the plan has not been
              terminated.

         f.   Take such action as may be necessary, or as the agency's
              contracting officer may direct, for the protection of property
              related to the contract which is in the possession of the plan and
              in which the agency has been granted or may acquire an interest.

         g.   Not accept any payment after the contract ends unless the payment
              is for the time period covered under the contract. Any payments
              due under the terms of this contract may be withheld until the
              agency receives from the plan all written and properly executed
              documents as required by the written instructions of the agency.

         h.   At least 30 calendar days prior to the termination effective date,
              provide written notification to all members of the following
              information: the date on which the plan will no longer participate
              in the State's Medicaid program; and instructions on contacting
              the agency's enrollment and disenrollment services help line to
              obtain information on members' enrollment options and to request a
              change in managed care enrollment.

              In addition, through separate written notification, the plan shall
              inform the parents or guardians of members enrolled in the
              MediKids program that they must contact the MediKids help line to
              make another managed care selection in order to continue to be
              eligible for the program and receive services.

70.20    THIRD PARTY RESOURCES

         The plan shall be responsible for making every reasonable effort to
         determine the legal liability of third parties to pay for services
         rendered to members under this contract. The plan has the same rights
         to recovery of the full value of services as the agency. (See Section
         409.910, F.S.) The following standards govern recovery.

         a.   If the plan has determined that third party liability exists for
              part or all of the services provided directly by the plan to a
              member, the plan shall make reasonable efforts to recover from
              third party liable sources the value of services rendered.

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         b.   If the plan has determined that third party liability exists for
              part or all of the services provided to a member by a
              subcontractor or referral provider, and the third party is
              reasonably expected to make payment within 120 calendar days, the
              plan may pay the subcontractor or referral provider only the
              amount, if any, by which the subcontractor's allowable claim
              exceeds the amount of the anticipated third party payment; or, the
              plan may assume full responsibility for third party collections
              for service provided through the subcontractor or referral
              provider.

         c.   The plan may not withhold payment for services provided to a
              member if third party liability or the amount of liability cannot
              be determined, or if payment shall not be available within a
              reasonable time, beyond 120 calendar days from the date of
              receipt.

         d.   When both the agency and the plan have liens against the proceeds
              of a third party resource, the agency shall prorate the amount due
              to Medicaid to satisfy such liens under Section 409.910, F.S.,
              between the agency and the plan. This prorated amount shall
              satisfy both liens in full.

         e.   The agency may, at its sole discretion, offer to provide third
              party recovery services to the plan. If the plan elects to
              authorize the agency to recover on its behalf, the plan shall be
              required to provide the necessary data for recovery in the format
              prescribed by the agency. All recoveries, less the agency's cost
              to recover shall be income to the plan. The cost to recover shall
              be expressed as a percentage of recoveries and shall be fixed at
              the time the plan elects to authorize the agency to recover on its
              behalf.

         f.   All funds recovered from third parties shall be treated as income
              for the plan.

70.21    WAIVER

         No covenant, condition, duty, obligation, or undertaking contained in
         or made a part of the contract shall be waived except by written
         agreement of the parties, and forbearance or indulgence in any other
         form or manner by either party in any regard whatsoever shall not
         constitute a waiver of the covenant, condition, duty, obligation, or
         undertaking to be kept, performed, or discharged by the party to which
         the same may apply. Until complete performance or satisfaction of all
         such covenants, conditions, duties, obligations, or undertakings, the
         other party shall have the right to invoke any remedy available under
         law or equity not withstanding any such forbearance or indulgence.

70.22    WITHDRAWING SERVICES FROM A COUNTY

         If the plan intends to withdraw services from a county, it shall
         provide written notice to its, members in that county at least 60
         calendar days prior to the last day of service. The notice shall
         contain the same information as required for a notice of termination
         according to subsection h. of Section 70.19, Termination Procedures.
         The plan shall also provide written notice of the withdrawal to all
         subcontractors in the county.

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80.0     METHOD OF PAYMENT

80.1     PAYMENT TO PLAN BY AGENCY

         This is a fixed price unit cost contract. The agency or its appointed
         fiscal agent shall make payment to the plan on a monthly basis for the
         plan's satisfactory performance of its duties and responsibilities as
         set forth in this contract. To accommodate payments, the plan is
         enrolled as an HMO provider with the Medicaid fiscal agent Section
         60.2, HMO Reporting Requirements, details the enrollment reports, the
         monthly payment request processing, and service utilization procedures.

         a.   The plan may submit one fee-for-service claim for each member who
              receives an adult health screening or a Child Health Check-Up from
              a Medicaid enrolled provider within three (3) months of the
              member's enrollment.

         b.   The agency shall pay the applicable capitation rate for each
              member whose name appears on the HMO ONGOING REPORT (FLMR
              8200-R004) and the HMO REINSTATEMENT REPORT (FLMR 8200-R009) for
              each month, except that the agency shall not pay for any part of
              the total enrollment that exceeds the maximum authorized
              enrollment level(s) expressed in this contract The payment amount
              shall depend upon the number of members in each capitation
              category, at a rate as provided for by this contract, or as
              adjusted pursuant to the contract when necessary. The plan is
              obligated to provide services pursuant to the terms of this
              contract for all members for whom the plan has received capitation
              payment or for whom the agency has assured the plan that
              capitation payment is forthcoming.

         c.   The capitation rates to be paid are developed using historical
              rates paid by Medicaid fee-for-service for similar services in the
              same geographic area, adjusted for inflation, where applicable.
              The rates to be paid do not exceed that amount which would have
              been paid, on an aggregate basis, by Medicaid under
              fee-for-service for the same services to a demographically similar
              population of recipients.

         d.   For plans participating in the frail/elderly program, the plan is
              paid a capitation rate for each member who has received the
              appropriate CARES assessment based on the Medicaid fee-for-service
              claims experience of a like group of similarly assessed
              recipients. The rate merges the claims experience from both the
              community setting and the nursing home setting for the rate base
              group of recipients for the rate base year. The plan receives the
              "nursing home" capitation rate for each member for as long as the
              member remains a member and continues to meet the minimum nursing
              home level of care. If the member, upon reassessment by CARES,
              loses the nursing home level of care, the member reverts back to
              the standard community capitation rate applicable to his/her
              eligibility group.

         e.   The capitation rates to be paid shall be as indicated in Section
              90.0, Payment and Authorized Enrollment Levels, which indicates an
              initial and maximum authorized enrollment levels and capitation
              rates applicable to each authorized eligibility category.

         f.   As such time as the agency receives legislative direction to
              assess plans for enrollment and disenrollment services costs, the
              agency shall apply assessments, in quarterly installments each
              year, against the plan's next capitation payment to pay for
              enrollment and disenrollment services contractor costs as follows:

              1.  July 1, for costs estimated for the agency's enrollment and
                  disenrollment services contractor system and contract for July
                  and the following two months.

              2.  October 1, for costs related to the third party enrollment and
                  disenrollment services contract for October and the following
                  two months.

              3.  January 1, for costs related to maintaining the third party
                  enrollment and services contract for January and the following
                  two months.

                                      126
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July 2002                                                  Medicaid HMO Contract

              4.  April 1, for costs related to maintaining the third party
                  enrollment and disenrollment services contract for April and
                  the following two months.

         g.   Unless otherwise specified in this contract, the plan shall accept
              the capitation payment received each month as payment in full by
              the agency for all services provided to members covered under this
              contract and the administrative costs incurred by the plan in
              providing or arranging for such services. Any and all costs
              incurred by the plan in excess of the capitation payment shall be
              borne in total by the plan.

         h.   Potentially, several frail/elderly members may be receiving care
              from the plan prior to actually being listed on the monthly
              enrollment roster. The plan may be eligible to receive retroactive
              capitation payments for those members once they are enrolled and
              listed on the monthly roster. Retroactive capitation payments will
              not be granted due to retroactive Medicaid eligibility, however.
              In order to receive the retroactive capitation payment, the
              following must be met:

              1.  The member must meet established Level of Care (LOC)
                  requirements.

              2.  The member is eligible for Medicaid, and is successfully
                  enrolled on the monthly enrollment roster under the
                  appropriate county's frail/elderly Medicaid provider number.

              3.  The member's LOC must be dated prior to the first day of the
                  month retroactive capitation payment is being requested.

              4.  Proof of the care provided must be presented (e.g., copy of a
                  paid claim for the care provided in the retro month).

              5.  A letter from the plan requesting that the retroactive
                  capitation payment be considered, with the required
                  documentation included.

80.2     NEWBORN PAYMENT AND PROCEDURES

         The plan is responsible for payment of all covered services provided to
         newborns for up to the first three months of life unless the newborn is
         disenrolled from the plan by the mother or the mother enrolls the
         newborn in Children's Medical Services.

         a.   The agency shall pay a capitation rate for each newborn covered
              month that is equal to the capitation rate for the TANF
              eligibility category multiplied by the number of months of
              coverage, not to exceed the birth month and the next two
              consecutive months. The infant must be enrolled through the
              established enrollment procedures as indicated in Section 30.9,
              Newborn Enrollment, of this attachment, and Section 60.2.4,
              Newborn Payment Report.

         b.   The plan may submit a "Newborn Payment" report to the agency at
              least quarterly but no more frequently than monthly as specified
              in Section 60.2.4, Newborn Payment Report, to request payment for
              up to three months capitation payment for newborns that were not
              identified through the unborn assignment process. Newborn payment
              reports shall be treated as invoices and, therefore, are subject
              to provisions in this contract governing invoices. Failure to
              submit a newborn report does not relieve the provider of coverage
              liability. If the report is in error or incomplete, the report
              shall be returned to the plan for error correction or completion.

80.3     RATE ADJUSTMENTS

         The plan and the agency acknowledge that the capitation rates paid
         under this contract as specified in Section 90.0, Payment and Maximum
         Authorized Enrollment Levels, of this contract are subject to approval
         by the federal government.

                                      127
<PAGE>

July 2002                                                  Medicaid HMO Contract

         a.   Adjustments to funds previously paid and to be paid may be
              required. Funds previously paid shall be adjusted when capitation
              rate calculations are determined to have been in error, or when
              capitation payments have been made for recipients who are
              determined not to have been eligible for HMO membership during the
              period for which the capitation payments were made. In such
              events, the plan agrees to refund any overpayment and the agency
              agrees to pay any underpayment.

         b.   The agency agrees to adjust capitation rates to reflect budgetary
              changes in the Medicaid fee-for-service program. The rate of
              payment and total dollar amount may be adjusted with a properly
              executed amendment when Medicaid fee-for-service expenditure
              changes have been established through the appropriations process
              and subsequently identified in the agency's operating budget.
              Legislatively-mandated changes shall take effect on the dates
              specified in the legislation.

         c.   If the agency has received legislative direction as specified in
              Section 80.1 e., Payment to Plan by Agency, the agency shall
              annually, or more frequently, determine the actual expenditures
              for enrollment and disenrollment services. The agency will compare
              capitation rate assessments to the actual costs for enrollment and
              disenrollment services. The following factors will enter into any
              cost settlement process:

              1.  If the amount of capitation assessments are less than the
                  actual cost of providing enrollment and disenrollment
                  services, the plan will return the difference to the agency
                  within thirty calendar days of settlement.

              2.  If the amount of capitation assessments exceeds the actual
                  cost of providing enrollment, and disenrollment services, the
                  agency will make up the difference to the plan within thirty
                  calendar days of the settlement.

80.4     ERRORS

         Plans are expected to prepare carefully all reports and monthly payment
         requests for submission to the agency. If after preparation and
         electronic submission, a plan error is discovered either by the plan or
         the agency, the plan has 30 business days from its discovery of the
         error, or 30 business days after receipt of notice by the agency, to
         correct the error and re-submit accurate reports and/or invoices.
         Failure to respond within the 30 business day period may result in a
         loss of any money due the plan for such errors.

80.5     MEMBER PAYMENT LIABILITY PROTECTION

         The plan shall not hold members liable for the following in accordance
         with Section 1932 (b)(6), Social Security Act (enacted by Section 4704
         of the Balanced Budget Act of 1997):

         a.   For debts of the plan, in the event of the plan's insolvency.

         b.   For payment of covered services provided by the plan if the plan
              has not received payment from the agency for the services, or if
              the health care provider, under contract or other arrangement with
              the plan, fails to receive payment from the agency or the plan.

         c.   For payments to the health care provider that furnished covered
              services under a contract, or other arrangement with the plan,
              that are in excess of the amount that normally would be paid by
              the member if the service had been received directly from the
              plan.

80.6     COPAYMENTS

         The plan shall not require any copayment or cost sharing for services
         listed in Section 10.4., Covered Services, Section 10.5, Optional
         Services, if provided, or 10.6, Expanded Services, nor may the plan
         charge members for missed appointments.

                                      128
<PAGE>

July 2002                                                  Medicaid HMO Contract

80.7     OVERPAYMENTS

         The plan shall return any undisputed overpayment made for ineligible
         members to the agency within 35 days after obtaining knowledge of the
         ineligibility. Failure to return such overpayments within this time
         frame may result in sanctions and recoupment.

                                      129
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Well Care HMO, Inc., d/b/a Stay Well Health Plan           Medicaid HMO Contract
July 2002

90.0     PAYMENT AND AUTHORIZED ENROLLMENT LEVELS

         The plan is assigned authorized enrollment levels for each operational
         county, and shall be paid capitation payments for each agency
         operational area, in accordance with the following table. The plan
         shall be paid capitation payments based on the agency operational area
         (or rate zone) age group, and gender, in accordance with Table 2; and
         Table 3 for agency Areas 1 and 6.

         The initial authorized enrollment level is in effect on July 1, 2002,
         or upon contract execution, whichever is late. The agency must approve
         in writing the plan's use of the maximum enrollment level for each
         operational area. Such approval shall not be unreasonably withheld, and
         shall be based on the plan's satisfactory performance of terms of the
         contract and approval of the plan's administrative and service
         resources, as specified in this contract in support of each enrollment
         level.

         The agency shall amend this contract by July 1, 2003, to reflect
         changes in capitation rates effective July 1, 2003 due to receipt of
         most recent new year of Medicaid utilization data.

         Table 1 provides the plan's contract enrollment levels.

         Table 2 provides capitation rates for all agency areas, except for
         agency Areas 1 and 6.

         Table 3 provides capitation rates for agency Areas 1 and 6 including
         community mental health and mental health targeted case management.

TABLE 1

                                ENROLLMENT LEVELS

<TABLE>
<CAPTION>
COUNTY                INITIAL AUTHORIZED ENROLLMENT LEVEL         MAXIMUM ENROLLMENT LEVEL
------------------------------------------------------------------------------------------
<S>                   <C>                                         <C>
BREVARD                              9,916                                  11,606
BROWARD                             19,908                                  21,302
CHARLOTTE                                0                                       0
CITRUS                                   0                                       0
DADE                                20,500                                  24,131
DUVAL                                    0                                       0
ESCAMBIA                                 0                                       0
HERNANDO                             5,750                                   6,000
HIGHLANDS                                0                                       0
HILLSBOROUGH                        23,906                                  26,575
LEE                                  6,967                                   7,512
MANATEE                              9,042                                  10,122
MARION                                   0                                       0
ORANGE                              26,540                                  28,040
OSCEOLA                              4,792                                   5,167
PALM BEACH                          10,930                                  11,000
PASCO                                4,769                                   5,388
PINELLAS                            12,017                                  13,115
POLK                                19,583                                  21,637
SANTA ROSA                               0                                       0
SARASOTA                             2,750                                   3,055
SEMINOLE                             3,291                                   3,544
VOLUSIA                                  0                                       0
</TABLE>

                                      130
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Well Care HMO, Inc., d/b/a Stay Well Health Plan           Medicaid HMO Contract
July 2002

TABLE 2

Area Wide Age-Banded Capitation Rates for all agency areas of the state other
than agency areas 1 and 6.

AREA

<TABLE>
<S>               <C>       <C>      <C>      <C>          <C>            <C>          <C>            <C>      <C>
Area 03
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      303.81    72.33    46.11      52.43        123.58        132.09        203.30      315.53   315.53
SSI/No Medicare   1380.68   313.82   180.16     176.49        176.49        526.78        526.78      526.41   526.41
SSI/Part B         347.21   347.21   347.21     347.21        347.21        347.21        347.21      347.21   347.21
SSI/Part A & B     274.28   274.28   274.28     274.28        274.28        274.28        274.28      274.28   185.34

Area 04
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      275.30    65.67    41.97      47.90        112.41        120.56        185.08      287.96   287.96
SSI/No Medicare   1245.40   282.68   144.00     158.49        158.49        473.34        473.34      473.92   473.92
SSI/Part B         264.58   264.58   264.58     264.58        264.58        264.58        264.58      264.58   264.58
SSI/Part A & B     274.73   274.73   274.73     274.73        274.73        274.73        274.73      274.73   185.58

Area 05
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      291.32    69.35    44.13      50.21        118.47        126.41        194.64      302.07   302.07
SSI/No Medicare   1334.75   302.88   153.95     169.38        169.38        505.29        505.29      506.48   506.48
SSI/Part B         267.73   267.73   267.73     267.73        267.73        267.73        267.73      267.73   267.73
SSI/Part A & B     292.67   292.67   292.67     292.67        292.67        292.67        292.67      292.67   197.64

Area 07
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      283.03    67.33    42.91      48.89        115.19        123.05        189.32      293.97   293.97
SSI /No Medicare  1272.83   289.39   147.80     162.62        162.62        485.87        485.87      485.62   485.62
SSI/Part B         283.02   283.02   283.02     283.02        283.02        283.02        283.02      283.02   283.02
SSI/Part A & B     273.53   273.53   273.53     273.53        273.53        273.53        273.53      273.53   184.82

Area 08
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      258.48    61.53    39.23      44.60        105.14        112.33        172.85      268.38   268.38
SSI/Ho Medicare   1298.56   295.52   151.18     166.29        166.29        496.52        496.52      496.09   496.09
SSI/Part B         268.91   268.91   268.91     268.91        268.91        268.91        268.91      268.91   268.91
SSI/Part A & B     264.52   264.52   264.52     264.52        264.52        264.52        264.52      264.52   178.78

Area 09
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      280.93    66.82    42.63      48.46        114.27        122.06        187.81      291.55   291.55
SSI/No Medicare   1507.44   343.05   175.71     193.19        193.19        576.79        576.79      576.01   576.01
SSI/Part B         264.35   264.35   264.35     264.35        264.35        264.35        264.35      264.35   264.35
SSI/Part A & B     306.87   306.87   306.87     306.87        306.87        306.87        306.87      306.87   207.36

Area 10
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      289.24    68.86    43.93      50.09        117.79        125.97        193.78      301.06   301.06
SSI/No Medicare   1783.98   405.62   206.74     227.87        227.87        680.13        680.13      679.89   679.89
SSI/Part B         284.18   284.18   284.18     284.18        284.18        284.18        284.18      284.18   284.18
SSI/Part A & B     337.43   337.43   337.43     337.43        337.43        337.43        337.43      337.43   228.09

Area 11
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      354.59    83.84    53.09      60.24        143.31        151.86        234.67      362.70   362.70
SSI/No Medicare   1966.84   446.61   226.63     249.38        249.38        743.87        743.87      746.35   746.35
SSI/Part B         429.00   429.00   429.00     429.00        429.00        429.00        429.00      429.00   429.00
SSI/Part A & B     377.78   377.78   377.78     377.78        377.78        377.78        377.78      377.78   255.21
</TABLE>

TABLE 3

Areas 1 and 6 Age-Banded Capitation Rates, Including Community Mental Health and
Mental Health Targeted Case Management.

AREA

<TABLE>
<S>               <C>       <C>      <C>      <C>          <C>            <C>          <C>            <C>      <C>
Area 01
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      258.90    62.05    45.82      49.74        110.33        113.20        173.67      269.86   269.86
SSI/No Medicare   1306.29   302.70   205.59     206.14        206.14        539.92        539.92      521.93   521.93
SSI /Part  B       327.95   327.95   327.95     327.95        327.95        327.95        327.95      327.95   327.95
SSI/Part A & B     325.29   325.29   325.29     325.29        325.29        325.29        325.29      325.29   228.05
</TABLE>

                                      131
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Well Care HMO, Inc., d/b/a Stay Well Health Plan           Medicaid HMO Contract
July 2002

<TABLE>
<S>               <C>       <C>      <C>      <C>          <C>            <C>          <C>            <C>      <C>
Area 06
                  <1 year      1-5     6-13   14-20 Male   14-20 Female   21-54 Male   21-54 Female    55-64      65+
TANF/FC/SOBRA      275.30    68.12    58.37      65.28        129.78        122.84        187.26      293.62   293.62
SSI/No Medicare   1194.36   289.77   231.36     195.03        195.03        508.75        508.75      482.23   482.23
SSI/Part B         258.99   258.99   258.99     258.99        258.99        258.99        258.99      258.99   258.99
SSI/Part A & B     274.37   274.37   274.37     274.37        274.37        274.37        274.37      274.37   186.73
</TABLE>

For plans participating in the frail/elderly program, the community rate shall
be paid for all members in each eligibility category except for those SSI
members who have been determined by an assessment by the Comprehensive
Assessment and Review for Long Term Care (CARES) Unit to be at risk of nursing
home institutionalization. Evidence of such assessments shall be provided to the
agency by the plan prior to authorization by the agency of payment of the
institutional rates. Payment of institutional rates for any eligible member
shall continue only so long as the member meets the level of care requirements
for institutionalization, otherwise, the community capitation rate applies.

Notwithstanding the payment amounts which may be computed with the above rate
table, the sum of total capitation payments under this contract shall not exceed
the total contract amount of $585,631,000.00 expressed on page three of this
contract.

                                      131a

<PAGE>

   July 2002                                               Medicaid HMO Contract

100.0    GLOSSARY

         The following terms as used in this contract, shall be construed and/or
         interpreted as follows, unless the contract otherwise expressly
         requires a different construction and/or interpretation. In the event
         of a conflict in language between the definitions, attachments and
         other sections of the contract, the language in the Contract Core and
         Attachment I shall govern.

         ADL - Activities of Daily Living are activities that reflect the
         client's ability to perform tasks that are essential for self-care such
         as bathing, feeding oneself, dressing, toileting, transferring from a
         bed to a chair, etc.

         ADM - The Alcohol, Drug Abuse, and Mental Health Office of the Florida
         Department of Children and Family Services (also referred to as DCF).

         ALF - Assisted Living Facility

         AGENCY - State of Florida, Agency for Health Care Administration.

         AGENT - A person or entity who has employment or a contract with the
         plan for the provision of items and services that are significant and
         material to the plan's contract with the agency.

         ANCILLARY MEDICAL SERVICES - Secondary medical services in support of
         primary care services, such as laboratory services

         BAKER ACT - the Florida Mental Health Act, Chapter 394, F.S.

         BEHAVIORAL HEALTH SERVICES - Treatment for psychiatric and emotional
         disorders.

         BEHAVIORAL HEALTH CARE CASE MANAGER - An individual who provides mental
         health care case management services directly to or on behalf of a
         member on an individual basis, as defined in 10E-15, F.A.C., and the
         Medicaid Targeted Case Management Handbook.

         BEHAVIORAL HEALTH CARE PROVIDER - A licensed mental health
         professional, as defined in Section 394.455(2), F.S., or a registered
         nurse, licensed under Chapter 464, F.S., and qualified due to training
         or competency in mental health care, who is responsible for the
         provision of mental health care to patients; or a physician licensed
         under Chapter 458 or Chapter 459, F.S.

         BENEFITS - a schedule of health care services to be delivered to
         members covered in the plan developed under this contract as set forth
         in Sections 10.4, Covered Services, 10.5, Optional Services 10.8,
         Manner of Service Provision and 10.9, Quality and Benefit Enhancements,
         incorporated into and made a part of this contract.

         CAPITATION RATE - the monthly fee that is paid by the agency to a plan
         for each Medicaid recipient enrolled under a contract for the provision
         of Medicaid services during the payment period.

         CARE COORDINATION - the manner or practice of planning, directing, and
         coordinating the provision and utilization of mental health care
         services of enrolled recipients.

         CARES - Comprehensive Assessment and Review for Long Term Care

         CASE MANAGEMENT - the manner or practice of planning, directing and
         coordinating the health care and utilization of medical and allied
         services of recipients.

         CERTIFICATION - The process of determining that a facility, equipment,
         or an individual meets the requirements of federal or state law, or
         whether Medicaid payments are appropriate or snail be made in certain
         situations.

                                      132
<PAGE>

July 2002                                                  Medicaid HMO Contract

         CFR - Code of Federal Regulations.

         CHCUP - CHILD HEALTH CHECK-UP. the early and periodic screening,
         diagnosis and treatment program administered by the Medicaid program
         (formerly EPSDT).

         CHD - County Health Department, previously known as county public
         health unit (CPHU).

         CHILDREN - Medicaid recipients under the age of 21.

         CHILDREN/ADOLESCENTS - Medicaid recipients under the age of 21.

         CHILDREN AND FAMILIES SERVICES PROGRAM OFFICE - Children and Families
         Safety and Preservation Program Office, located in the Department of
         Children and Families, is responsible for overseeing programs that
         identify and protect abused and neglected children and that prevent
         domestic violence.

         CLINIC - a facility that is organized and operated independent of any
         institution to furnish preventive, diagnostic, therapeutic,
         rehabilitative, or palliative Medicaid care, goods, or services to
         outpatients.

         CLINICAL RECORD - A single complete record kept at the site of the
         member's behavioral health care provider, that documents all of the
         service implementation plans developed for, and mental health services
         received by, the member.

         CLOZARIL - The registered trademark of the SANDOZ Corporation for the
         drug clozapine.

         CMS - Centers for Medicare and Medicaid Services, the unit of the
         United States Department of Health and Human Services that provides
         administration and funding for Medicare under Title XVIII and Medicaid
         under Title XIX of the Social Security Act.

         COMPLAINT - In accordance with Section 641.47(5), F.S., a complaint is
         any expression of dissatisfaction by a member, including
         dissatisfaction with the administration, claims practices, or provision
         of services, which relates to the quality of care provided by a
         provider pursuant to the plan's contract and which is submitted to the
         plan or to a state agency. A complaint is part of the informal steps of
         a grievance procedure and is not part of the formal steps of a
         grievance procedure unless it is a grievance as defined in Section
         20.11, Grievance System Requirements.

         CONTRACTING OFFICER - the Secretary of the Agency for Health Care
         Administration or his/her delegate.

         CONTRACTOR - the organizational entity serving as the primary
         contractor and with whom this agreement is executed. The term
         contractor shall include all employees, subcontractors, agents,
         volunteers, and anyone acting on behalf of, in the interest of, or for
         a contractor. Also referred to as the plan, and as the provider in the
         agency's core contract (pages 1-4).

         COVERAGE AND LIMITATIONS HANDBOOK OR PROVIDER MANUAL - a document that
         provides information to a Medicaid provider regarding Medicaid
         recipient eligibility, claims submission and processing, provider
         participation, covered care, goods, or services and limitations,
         procedure codes and fees, and other matters related to Medicaid program
         participation. May also be referred to as provider handbook.

         COVERED SERVICES - see Benefits.

         CPT - the Physicians' Current Procedural Terminology, (CPT), which is a
         systematic listing and coding of procedures and services that is
         published yearly by the American Medical Association.

         CRISIS EMERGENCY HOT-LINE - A crisis emergency hot-line is defined as a
         toll-free telephone line that is answered by a mental health care
         professional on a 24-hour basis to handle mental health emergencies.

                                      133
<PAGE>

July 2002                                                  Medicaid HMO Contract

         CRISIS SUPPORT - Services for persons initially perceived to need
         emergency mental health services but upon assessment do not meet the
         criteria for such emergency care. These are acute care services that
         are available 24 hours a day, seven days a week for intervention.
         Examples include: mobile crisis, crisis/emergency screening, crisis
         telephone and emergency walk-in.

         CUSTODIAL CARE - care, which does not provide continued medical or
         paramedical attention, given to assist a person in performing daily
         living activities.

         DCF - Department of Children and Families (formerly the Department of
         Health and Rehabilitative Services or "HRS").

         DEA - Drug Enforcement Administration.

         DIRECT SERVICE BEHAVIORAL HEALTH CARE PROVIDER - An individual
         qualified by training or experience to provide direct behavioral health
         services under the supervision of the plan's medical director.

         DOH - Department of Health

         DHHS - United States Department of Health and Human Services.

         DISENROLLMENT - the agency-approved discontinuance of an member's
         membership in an HMO. Also see "Member."

         DJJ - Department of Juvenile Justice

         DOWNWARD SUBSTITUTION OF CARE - The use of less restrictive, lower cost
         services, than might otherwise have been provided, which are considered
         clinically acceptable and necessary to meet specified objectives
         outlined in a members plan of treatment, provided as an alternative to
         higher cost State plan services. Downward substitution of care may
         include care provided by private practice psychologists and social
         workers, inpatient care in institutions for mental disease, community
         detoxification and residential substance abuse services, psycho-social
         rehabilitation, housing, drop-in centers and other services the plan
         considers are clinically appropriate, more cost effective, and less
         restrictive than hospital inpatient care, Medicaid community mental
         health services, or Medicaid mental health targeted case management
         services.

         DS - The Developmental Services Program Office of the Florida
         Department of Children and Families (DCF).

         DURABLE MEDICAL EQUIPMENT (DME) - medical equipment that can withstand
         repeated use; is primarily and customarily used to serve a medical
         purpose; is generally not useful in the absence of illness or injury;
         and is appropriate for use in the patient's home.

         ELIGIBLE RECIPIENT - see Recipient.

         EMERGENCY MEDICAL CONDITION - Pursuant to Section 409.901(9), F.S., an
         emergency medical condition is: (a) A medical condition manifesting
         itself by acute symptoms of sufficient severity, which may include
         severe pain or other acute symptoms, such that a prudent layperson,
         pursuant to Section 4704 of the 1997 Balanced Budget Act, who possesses
         an average knowledge of health and medicine, could reasonably expect
         the absence of immediate medical attention could reasonably be expected
         to result in any of the following: 1. serious jeopardy to the health of
         a patient, including a pregnant woman or a fetus. 2. serious impairment
         to bodily functions. 3. serious dysfunction of any bodily organ or
         part. (b) With respect to a pregnant woman: 1. that there is inadequate
         time to effect safe transfer to another hospital prior to delivery. 2.
         that a transfer may pose a threat to the health and safety of the
         patient or fetus. 3. that there is evidence of the onset and
         persistence of uterine contractions or rupture of the membranes.

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         EMERGENCY MENTAL HEALTH SERVICES - Those services required to meet the
         needs of an individual who is experiencing an acute crisis, resulting
         from a mental illness, which is at a level of severity that would meet
         the requirements for involuntary examination pursuant to Section
         394.463, F.S., and who, in the absence of a suitable alternative or
         psychiatric medication, would require hospitalization.

         EMERGENCY SERVICES AND CARE - medical screening, examination, and
         evaluation by a physician, or, to the extent permitted by applicable
         laws, by other appropriate personnel under the supervision of a
         physician, to determine whether an emergency medical condition exists,
         and if it does, the care, treatment, or surgery for a covered service
         by a physician which is necessary to relieve or eliminate the emergency
         medical condition, within the service capability of a hospital.

         ENROLLEE - an eligible Medicaid recipient who is a member of an HMO See
         "Member."

         ENROLLMENT - the process by which an eligible recipient becomes a
         member of the HMO.

         EPSDT - the Early and Periodic Screening, Diagnosis and Treatment
         program administered by the Medicaid program.

         EXPANDED BENEFIT - a covered service of an HMO that is either not a
         Medicaid covered service, or is a Medicaid covered service furnished by
         an HMO for which the plan receives no capitation payment.

         FACILITY - any premises (a) owned, leased, used or operated directly or
         indirectly by or for the plan or its affiliates for purposes related to
         this contract; or (b) maintained by a sub-contractor to provide
         services on behalf of the plan.

         FAMILY SERVICES PLANNING TEAM - A multi-agency team comprised of core
         members and child-specific members, including the child's parents
         and/or foster parents, who convene to assist parents in developing a
         holistic service plan and in securing the least restrictive, most
         relevant and appropriate services necessary to keep their child living
         in the home and community.

         FEE-FOR-SERVICE - a method of making payment for medical or allied
         care, goods, or services based on fees set by the agency for defined
         care, goods or services.

         FISCAL AGENT - any corporation or other legal entity that has
         contracted with the agency to receive, process and adjudicate claims
         under the Medicaid program. The current fiscal agent for the Medicaid
         Program is Consultec.

         FLORIDA MENTAL HEALTH ACT - Chapter 394, F.S., that includes the Baker
         Act, that covers involuntary admissions for persons who are considered
         in an emergency mental health condition (a threat to themselves or
         others).

         FQHC - Federally Qualified Health Center - A clinic that is receiving a
         grant from the Public Health Service (PHS) under the PHS Act as defined
         in Section 1905(1)(2)(B) of the Social Security Act. FQHCs provide
         primary health care and related diagnostic services. In addition, FQHCs
         may provide dental, optometric, podiatry, chiropractic and mental
         health services. An FQHC employs, contracts or obtains volunteer
         services from licensed health care practitioners to provide the above
         services.

         FTE - full time equivalent position.

         FUNCTIONAL ASSESSMENT OF NEED - an assessment of a person's physical
         health, ability to perform activities of daily living, existing social
         support and mental functioning.

         FURNISHED - means supplied, given, prescribed, ordered, provided, or
         directed to be provided in any manner.

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         GOOD CAUSE - special reasons that allow recipients to change their
         managed care option outside their open enrollment period.

         GRIEVANCE - In accordance with Section 641.47(10), F.S., a grievance is
         a written complaint submitted by or on behalf of a member or a provider
         to the plan or the agency regarding the: availability, coverage for the
         delivery, or quality of health care services, including a complaint
         regarding an adverse determination made pursuant to utilization review;
         claims payment, handling, or reimbursement for health care services; or
         matters pertaining to the contractual relationship between a member or
         provider and the plan or agency.

         GRIEVANCE PROCEDURE - a written protocol and procedure detailing an
         organized process by which managed care members or providers may
         express dissatisfaction with care, goods, services or benefits received
         and the resolution of these dissatisfactions.

         HAL S. MARCHMANN ALCOHOL AND OTHER DRUG ABUSE SERVICES ACT OF 1993 -
         Chapter 397 F.S. - The chapter of Florida Statutes that regulates
         substance abuse services in Florida. This chapter includes provisions
         for licensure, standards of care, and other involuntary assessment and
         treatment

         HEALTH ASSESSMENT - a complete health assessment combines health
         history, physical assessment and the monitoring of physical and
         psychological growth and development.

         HEALTH FAIR - an event conducted in a setting which is open to the
         public or a segment of the public (such as the "elderly" or "school
         children") at which information about health care services, facilities,
         research, preventive techniques, or other health care information is
         disseminated. At least two health related organizations who are not
         affiliated under common ownership must actively participate in the
         health fair.

         HIPAA - Health Insurance Portability and Accountability Act.

         HMO - Health Maintenance Organization as certified pursuant to Chapter
         641, F.S., or in accordance with the Florida Medicaid State plan
         definition of an HMO.

         HOSPITAL - a facility licensed in accordance with the provisions of
         Chapter 395, F.S., or the applicable laws of the state in which the
         service is furnished.

         IADL - Instrumental Activities of Daily Living are activities that
         reflect the client's ability to perform household and other tasks
         needed to meet his/her needs within the community. Such tasks include
         shopping, cooking, cleaning, managing money, and getting around in the
         community.

         INSOLVENCY - A financial condition that exists when an entity or plan
         is unable to pay its debts as they become due in the usual course of
         business, or when the liabilities of the entity or plan exceed its
         assets.

         LEIE - List of Excluded Individuals and Entities - a database
         maintained by the U.S. Department of Health and Human Services Office
         of Inspector General which provides information to the public, health
         care providers, patients and others relating to parties excluded from
         participation in the Medicare, Medicaid and all Federal health care
         programs.

         MANDATORY ASSIGNMENT - The process the agency uses to assign Medicaid
         recipients to the plan because the recipients did not voluntarily
         choose a plan or MediPass in accordance with Section 409.9122, F.S.
         Such recipients may also be referred to as "assigned" recipients or
         "agency assigned."

         MARKETING - any activity conducted by or on behalf of the plan where
         information regarding the services offered by the plan is disseminated
         in order to encourage eligible recipients to enroll in the HMO
         developed under this contract.

         MARKET AREA - the geographic area in which the plan is authorized to
         market and to conduct preenrollment activities.

                                      136
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         MEDICAID - the medical assistance program authorized by Title XIX of
         the federal Social Security Act, 42 U.S.C. s.1396 et seq., and
         regulations thereunder, as administered in this state by the agency
         under Section 409.901 et seq., F.S.

         MEDICALLY NECESSARY OR MEDICAL NECESSITY - services provided in
         accordance with 42 CFR Section 440.230 and as defined in Section
         59G-1.010(166), F.A.C., to include that medical or allied care, good,
         or services furnished or ordered must:

         (a) Meet the following conditions:

         1. Be necessary to protect life, to prevent significant illness or
         significant disability, or to alleviate severe pain;

         2. Be individualized, specific, and consistent with symptoms or
         confirmed diagnosis of the illness or injury under treatment, and not
         in excess of the patient's needs;

         3. Be consistent with the generally accepted professional medical
         standards as determined by the Medicaid program, and not experimental
         or investigational;

         4. Be reflective of the level of service that can be safely furnished,
         and for which no equally effective and more conservative or less costly
         treatment is available, statewide; and

         5. Be furnished in a manner not primarily intended for the convenience
         of the recipient, the recipient's caretaker, or the provider.

         (b) "Medically necessary" or "medical necessity" for inpatient hospital
         services requires that those services furnished in a hospital on an
         inpatient basis could not, consistent with the provisions of
         appropriate medical care, be effectively furnished more economically on
         an outpatient basis or in an inpatient facility of a different type.

         (c) The fact that a provider has prescribed, recommended, or approved
         medical or allied goods, or services does not, in itself, make such
         care, goods or services medically necessary or a medical necessity or a
         covered service.

         MEDICAL RECORD - those documents corresponding to medical or allied
         care, goods, or services furnished in any place of service. The records
         may be on paper, magnetic material, film, or other media. In order to
         qualify as a basis for reimbursement, the medical records must be
         dated, signed or otherwise attested to, as appropriate to the media,
         and legible.

         MEDICARE - the medical assistance program authorized by Title XVIII of
         the federal Social Security Act, 42 U.S.C. s. 1395 et seq., and
         regulations thereunder.

         MEDIKIDS - a Title XXI health insurance program that provides certain
         children who are not Medicaid eligible with Medicaid benefits provided
         a certain premium is paid and provided the children are enrolled in a
         Medicaid HMO or MediPass as specified in Section 409.8132, F.S.

         MEDIPASS - the primary care case management program administered by the
         Florida Medicaid Program Office.

         MEMBER - an eligible Medicaid recipient who is an enrollee of an HMO.
         See Enrollee.

         NEWBORN - a live child born to a member during her membership under
         this contract.

         NON-COVERED SERVICE - a service that is not a covered service or
         benefit. (See Covered Services definition and Benefits definition.)

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         NURSING FACILITY - an institutional care facility licensed under
         Chapter 395, F.S., or Chapter 400, F.S., that furnishes medical or
         allied inpatient care and services to individuals needing such
         services.

         OPEN ENROLLMENT - the policy wherein Medicaid recipients are enrolled
         into a managed care option for 12 months as long as they retain
         Medicaid eligibility. Recipients subject to Open Enrollment are given
         an annual Open Enrollment period, i.e., 60 days at the end of their
         enrollment year wherein they may choose to change plans for the
         following enrollment year. Dually eligible individuals, American
         Indians, foster children, children in subsidized adoption arrangements
         and SSI recipients under age 19 are not subject to Open Enrollment.

         OUTPATIENT - a patient of an organized medical facility or distinct
         part of that facility who is expected by the facility to receive and
         who does receive professional services for less than a 24-hour period
         regardless of the hour of admission, whether or not a bed is used, or
         whether or not the patient remains in the facility past midnight.

         PEER REVIEW - an evaluation of the professional practices of a Medicaid
         provider by peers of the provider in order to assess the necessity,
         appropriateness, and quality of care furnished as such care is compared
         to that customarily furnished by the provider's peers and to recognized
         health care standards.

         PHYSICALLY SECURE FACILITY - Residential Facilities, such as juvenile
         boot camps, and high and maximum risk programs, operated by the Florida
         Department of Juvenile Justice as hardware secure facilities.

         PLAN - See definition of Contractor. PMHP - Prepaid Mental Health Plan

         PORTABLE X-RAY EQUIPMENT - x-ray equipment transported to a setting
         other than a hospital, clinic, or office of a physician or other
         practitioner of the healing arts.

         PRE-ENROLLMENT APPLICATION - the enrollment and disenrollment services
         contractor's Request to Enroll (RTE) form, completed by a Medicaid
         recipient with the assistance of a plan representative, and submitted
         by the plan to the enrollment and disenrollment services contractor to
         initiate the enrollment process.

         PREPAID HEALTH PLAN OR PLAN - the prepaid health care plan developed by
         the Contractor in performance of its duties and responsibilities under
         this contract; or a contractual arrangement between the agency and a
         comprehensive health care contractor for the provision of Medicaid
         care, goods, or services on a prepaid basis to Medicaid recipients.

         PRIMARY CARE - comprehensive, coordinated and readily-accessible
         medical care, including health promotion and maintenance, treatment of
         illness and injury, early detection of disease and referral to
         specialists when appropriate.

         PRIMARY CARE PHYSICIAN - pursuant to Sections 641.19, 64131 and 641.51,
         F.S., a Medicaid HMO staff or subcontracted physician practicing as a
         general or family practitioner, internist, pediatrician, obstetrician,
         gynecologist, or other specialty approved by the agency, who furnishes
         primary care and patient management services to a recipient.

         PRIOR AUTHORIZATION - the act of authorizing specific services before
         they are rendered. Plans with automated authorization systems may not
         require paper authorization as a condition of receiving treatment.

         PROTOCOLS - written guidelines or documentation outlining steps to be
         followed for handling a particular situation, resolving a problem, or
         implementing a plan of medical, nursing, psychosocial, developmental
         and educational services.

         PROVIDER - a person or entity who has a Medicaid provider agreement in
         effect with the agency, or a subcontractual agreement with a
         subcontractor, and is in good standing with the agency.

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July 2002                                                  Medicaid HMO Contract

         PUBLIC EVENT - an event sponsored for the public or a segment of the
         public by two or more actively participating organizations, one of
         which may be a health organization.

         PUBLIC PROVIDER - a county health department or a migrant health center
         funded under s. 329 of the Public Health Services Act or a community
         health center funded under Section 330 of the Public Health Services
         Act.

         QUALITY IMPROVEMENT - the process of assuring that the delivery of
         health care is appropriate, timely, accessible, available and medically
         necessary.

         RECEIVING FACILITY - As defined in Part I of Chapter 394, F.S., a
         facility designated by the Department of Children and Families (DCF)
         that receives patients under emergency conditions or for psychiatric
         evaluation and provides short-term treatment. The term "receiving
         facility" does not include a county jail.

         RECIPIENT OR MEDICAID RECIPIENT - any individual whom the Department of
         Children and Families (DCF), or the Social Security Administration on
         behalf of DCF, determines is eligible, pursuant to federal and state
         law, to receive medical or allied care, goods, or services for which
         the agency may make payments under the Medicaid program and is enrolled
         in the Medicaid program. Also see "Member."

         RESIDENTIAL SERVICES - As applied to Juvenile Justice, refers to the
         out-of-home placement for youth in a level 4,6, 8, or 10 facility as
         result of a delinquency disposition order. Also referred to as
         Residential commitment programs.

         RISK - the potential for loss that is assumed by a plan and that may
         arise because the cost of providing care, goods, or services may exceed
         the capitation or other payment made by the agency to the plan under
         terms of the contract.

         RISK ASSESSMENT - is the process of collecting information from a
         person about hereditary, life style and environmental factors to
         determine specific diseases or conditions for which the person is at
         risk.

         RFP - Request for Proposal

         RURAL HEALTH CLINIC (RHC) - a clinic that is located in a rural area
         that has a health care provider shortage. An RHC provides primary
         health care and related diagnostic services, and may provide
         optometric, podiatry, chiropractic and mental health services. An RHC
         employs, contracts or obtains volunteer services from licensed health
         care practitioners to provide the above services.

         SALES ACTIVITIES - actions performed by an agent of an HMO, including
         the acceptance of pre-enrollment applications, for the purpose of
         enrollment.

         SCREEN OR SCREENING - assessment of a recipient's physical or mental
         condition to determine evidence or indications of problems and need for
         further evaluation or services.

         SERVICE AREA - the designated geographical area within which the plan
         is authorized by contract to furnish covered services to plan members
         and within which the members reside.

         SERVICE LOCATION - any location at which a member obtains any health
         care service provided by the plan under the terms of this contract.

         SERVICE SITE - the locations designated by the plan at which members
         shall receive primary care physician services.

         SHALL - indicates a mandatory requirement or a condition to be met.

         SHELTER SERVICES - As applied to Juvenile Justice, refers to the
         temporary out-of-home placement of youth in a CINS/FINS shelter.

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July 2002                                                  Medicaid HMO Contract

         SICK CARE - non-urgent problems which do not substantially restrict
         normal activity, but could develop complications if left untreated
         (e.g., chronic disease).

         SOBRA - Sixth Omnibus Budget Reconciliation Act

         STATE - State of Florida.

         SUBCONTRACT - an agreement entered into by a plan for provision of
         services on its behalf. Subcontracts include, but are not limited to
         the following: agreements with all providers of medical or ancillary
         services, unless directly employed by the plan; management or
         administrative agreements; third party billing or other indirect
         administrative/fiscal services, including provision of mailing lists or
         direct mail services; and any contract which benefits any person with a
         control interest in the plan.

         SUBCONTRACTOR - any person to which a plan has contracted or delegated
         some of its functions, services or its responsibilities for providing
         medical or allied care, goods, or services; or its claiming or claims
         preparation or processing functions or responsibilities. A typical
         subcontractor is a hospital.

         SURPLUS - net worth, i.e., total assets minus total liabilities.

         THIRD PARTY RESOURCES - an individual, entity, or program, excluding
         Medicaid, that is, may be, could be, should be, or has been liable for
         all or part of the cost of medical services related to any medical
         assistance covered by Medicaid. An example is an individual's auto
         insurance company, which typically provides payment of some medical
         expenses related to automobile accidents and injuries.

         TITLE XXI MEDIKIDS - a Title XXI health insurance program that provides
         certain children who are not Medicaid eligible with Medicaid benefits
         provided a certain premium is paid and provided the children are
         enrolled in a Medicaid HMO or MediPass as specified in Section
         409.8132, F.S.

         TRANSPORTATION - an appropriate means of conveyance furnished to a
         recipient to obtain Medicaid or other authorized services.

         URGENT BEHAVIORAL HEALTH CARE - Are those situations that require
         immediate attention and assessment within 23 hours though the
         individual is not an immediate danger to self and others and is able to
         cooperate in treatment.

         URGENT CARE - those problems which, though not life-threatening, could
         result in serious injury or disability unless medical attention is
         received (e.g., high fever, animal bites, fractures, severe pain) or do
         substantially restrict a member's activity (e.g., infectious illnesses,
         flu, respiratory ailments, etc.).

         URGENT GRIEVANCE - means an adverse determination when the standard
         time frame of the grievance procedure would seriously jeopardize the
         life or health of a member or would jeopardize the member's ability to
         regain maximum function.

         VIOLATION - each determination by the agency that a plan failed to act
         as specified in the contract or in applicable statutes or rules
         governing Medicaid HMOs. Each day that an ongoing violation continues
         may be considered for the purposes of this contract to be a separate
         violation. In addition, each instance of failing to furnish necessary
         and/or required medical services or items to recipients is considered
         for purposes of this contract to be a separate violation.

         VOLUNTARY APPLICANT - an applicant who chooses to enroll in a Medicaid
         HMO. May also be referred to as voluntary member.

         WELL CARE - a routine medical visit for one of the following: Child
         Health Check-Up visit, family planning, routine follow up to a
         previously treated condition or illness, adult physicals and any other
         routine visit for other than the treatment of an illness.

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July 2002                                                  Medicaid HMO Contract

         WIC - the Special Supplemental Nutrition Program for Women, Infants and
         Children (WIC), administered by the Department of Health, Bureau of WIC
         and Nutrition Services, provides nutrition counseling, nutrition
         education, breastfeeding promotion and support and nutritious foods to
         pregnant, postpartum, and breastfeeding women, infants, and children up
         to the age of five who are determined to be at nutritional risk and who
         have a low to moderate income. An individual who is eligible for
         Medicaid is automatically income eligible for WIC benefits.
         Additionally, WIC income eligibility is automatically provided to a
         member of a family which includes a pregnant woman or infant certified
         eligible to receive Medicaid. WIC serves as an adjunct to good health
         care during critical times of growth and development, in order to
         prevent the occurrence of health problems and to improve health and
         nutritional status.

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   July 2002                                               Medicaid HMO Contract

110.0    EXHIBITS

                                      110.1

   POLICIES AND PROCEDURES: HYSTERECTOMIES, STERILIZATIONS, AND ABORTIONS

   1.   HYSTERECTOMIES - The plan must cover hysterectomies when they are
   non-elective and medically necessary. Non-elective, medically necessary
   hysterectomies must meet the following requirements to be a covered service:

   a.   The recipient or her representative must have been informed verbally
        and in writing that the hysterectomy shall render her permanently
        incapable of reproduction.

   b.   The patient or her representative, if any, has signed and been given a
        copy of the Acknowledgment of Receipt of Hysterectomy Information form.
        (See, Hysterectomy Acknowledgment Form located on the fiscal agent's web
        site).

   The hysterectomy acknowledgment form is acceptable when signed after the
   surgery only if it clearly states that the patient was informed prior to the
   surgery that she would be rendered incapable of reproduction.

   The acknowledgment form is not required if the individual was already sterile
   before the hysterectomy or if the individual required a hysterectomy because
   of a life threatening emergency situation in which the physician determined
   that prior acknowledgment was not possible. In the circumstances above, a
   physician statement is required. (See Exception To Acknowledgment Requirement
   located on the fiscal agent's web site).

   2.   STERILIZATION - Non-therapeutic sterilizations must be documented with a
   completed Consent Form (See HHS Sterilization Consent Form located on the
   fiscal agent's web site) which shall satisfy federal and state regulations.
   Non-therapeutic sterilization is any procedure or operation that has the
   primary purpose of rendering an individual permanently incapable of
   reproducing and is neither:

   a. A necessary part of the treatment of an existing illness or injury; nor

   b. Medically indicated as an accompaniment of an operation of the female
   genitourinary tract

   The patient must be at least 21 years of age, mentally competent, and not
   institutionalized in a correctional, penal, rehabilitative or mental
   facility. The patient must wait at least 30 days after signing the consent
   form to have the operation, except in the instances of premature delivery or
   emergency abdominal surgery that takes place at least 72 hours after consent
   is obtained.

   The consent for sterilization cannot be obtained while the patient is in the
   hospital for labor, childbirth, abortion or under the influence of alcohol or
   other substances that affects the patient's state of awareness. The consent
   is effective for 180 days from the date the consent form is signed by the
   patient. A new consent form is required if 180 days have passed before the
   surgery is provided.

   3.   ABORTIONS - Abortions may be performed because the life of the mother is
   or would be endangered if the fetus were carried to term and must be
   documented in the medical record by the attending physician staring why the
   abortion is necessary; or if the pregnancy is the result of an act of rape or
   incest. Abortions must be documented with a completed Abortion Certification
   Form (see Abortion Certification Form, located on the fiscal agent's web
   site) which shall satisfy federal and state regulations.

   4.   LOG - The plan must maintain a log of all hysterectomy, sterilization,
   and abortion procedures performed for plan members. The log must include, at
   a minimum, member name and identifying information and date and type of
   procedure.

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July 2002                                                  Medicaid HMO Contract

                                      110.2
                               PREVENTIVE MEDICINE

PREVENTIVE CARE

Preventive care should be offered to each Medicaid plan member in accordance
with the standards outlined in the Medicaid manuals listed below:

Children: The Medicaid Child Health Check-Up Coverage and Limitations Handbook

Adults: The Adult Health Screening Services outlined in the Medicaid Physician
Services Coverage and Limitations Handbook

CHRONIC DISEASE FOLLOW-UP

The plan must develop and use a plan of treatment for chronic disease follow-up
care that is tailored to the individual client. The purpose of the plan of
treatment is to assure appropriate ongoing treatment reflecting the highest
standards of medical care designed to minimize further deterioration and
complications. The plan of treatment shall be on file for each member with a
chronic disease and shall contain sufficient information to explain the progress
of treatment.

LEAD POISONING FOLLOW-UP

For children who the plan identifies through blood screenings as having abnormal
levels of lead, the plan shall provide case management follow-up services as
required in Chapter 11 of the Child Health Check-Up Coverage and Limitations
Handbook Coverage and Limitations Handbook.

CHILDREN'S MULTIDISCIPLINARY ASSESSMENT TEAM (CMAT) STAFFINGS

The plan shall participate in CMAT staffings for enrolled children who are
determined to need one or more of the CMAT authorized services.

MATERNITY CARE

The plan is required to provide the most appropriate and highest level of
quality care for pregnant members. Required care includes the following:

1.   PRENATAL CARE: Requirements include a pregnancy test and a nursing
assessment with referrals to a physician, physician's assistant or nurse
practitioner for comprehensive evaluation; case management through the
gestational period according to the needs of the client; referrals and
follow-up. The plan must schedule return visits at least every four weeks until
the 32nd week, every two weeks until the 36th week, and every week thereafter
until delivery, unless the member's condition requires more frequent visits. For
members who fail to keep appointments, the plan must contact the members as soon
as possible and arrange for their necessary and continued prenatal care. Members
must be assisted if necessary in making delivery arrangements.

2.   NUTRITION ASSESSMENT/COUNSELING: The plan shall ensure the provider
provides nutrition assessment and counseling to all pregnant members. Nutrition
assessment/counseling should include the provision of safe and adequate
nutrition for infants by the protection and promotion of breastfeeding and by
the proper use of breast milk substitutes. The plan should make a mid-level
nutrition assessment. Individualized diet counseling and a nutrition care plan
is to be provided by public health nutritionists, nurses or physicians following
nutrition assessments. The nutrition care plan must be documented in the
member's medical record by the person providing counseling.

3.   OBSTETRICAL DELIVERY: The plan must develop and use generally accepted and
approved protocols for both low risk and high risk delivenes which shall reflect
the highest standards of the medical profession, including Healthy Stan,
prenatal screen specified in section B.4.h Florida's Healthy Stan Prenatal Risk
Screening, of this attachment,

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July 2002                                                  Medicaid HMO Contract

and ensure that its providers use such protocols. A preterm delivery risk
assessment must be determined and documented in the member's medical record by
the 28th week.

     If the delivery is determined to be high risk, obstetrical care during
labor and delivery must include preparation by all attendants of extraordinary
symptomatic evaluation, progress through the final stages of labor and immediate
postpartum care.

4.   POSTPARTUM CARE: The plan must ensure the provider provides for the highest
level of care for the newborn beginning immediately after birth, which must
include but is not limited to:

     a) Instilling of a prophylaxis into each eye of the newborn in accordance
with Sections 383.04 F.S.

         b) Securing of a cord blood sample for laboratory testing for type Rh
            determination and direct Coombs test when the mother is Rh negative.

     c) Weighing and measuring of the newborn.

     d) Inspecting for abnormalities and/or complications.

     e) Administering of one half milligram of vitamin K.

     f) APGAR scoring.

         g) Any other necessary and immediate need for referral and consultation
            from a specialty physician, such as the Healthy Stan (postnatal)
            infant screen, as specified in section B.4.i., Florida's Healthy
            Start Infant (Postnatal), of this attachment.

5.   FOLLOW-UP CARE: Plans must provide a postpartum examination for the mother
within six weeks after delivery. This visit shall include voluntary family
planning including a discussion of all methods of contraception, as appropriate.
The plan shall ensure that eligible newborns be appropriately enrolled and that
continuing care of the newborn be provided through the Child Health Check-Up
program component.

PERINATAL HEPATITIS B SCREENING

1.   The plan shall ensure that providers encourage all Medicaid eligible women
receiving prenatal care to be screened for the Hepatitis B surface antigen
(HBsAg) early in each pregnancy, preferably during the first prenatal visit.
Women who are HBsAg-positive shall be referred to Healthy Start regardless of
their Healthy Start screening score.

2.   Infants born to HBsAg-positive members shall receive Hepatitis B Immune
Globulin (HBIG) and the Hepatitis B vaccine series. These infants shall be
tested for HBsAg and Hepatitis B surface antibodies (anti-HBs) six months after
the completion of the vaccine series. Infants bom to women who are
HBsAg-positive shall be referred to Healthy Start regardless of their Healthy
Start screening score.

3.   All HBsAg-positive prenatal or postpartum women, their infants, and
contacts shall be reported to the State Health Office Immunization Program
(HSDI) at 2020 Capital Circle S.E., Bin # A 11, Tallahassee, Fl, 32399-1719 or
faxed to (850) 922-4195. Information collected for each individual shall
include: name, date of birth, race, ethnicity, address, ex (infants and
contacts), laboratory test performed and date sample collected, EDC, whether or
not prenatal care was received (prenatal woman), and immunization dates (infants
and contacts. Use of the Perinatal Hepatitis B Case and Contact Report (DH Form
1876, Jan 1992) is strongly encouraged but not required. This form may be
obtained from the Department of Health at the above address.

UNIVERSAL COUNSELING AND OFFERING OF HIV TESTING

For prevention, early identification of women with HIV infection, and reduction
of perinatal transmission, the plan shall ensure that its providers counsel and
offer HIV testing to all women of childbearing age must be counseled and

                                      144

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July 2002                                                  Medicaid HMO Contract

offered HIV testing. The plan shall ensure that all pregnant women who are HIV
infected are counseled about and offered the anti-retroviral regimen recommended
by the U.S. Department of Health and Human Services, Centers for Disease Control
and Prevention guidelines from the Morbidity and Mortality Weekly Report
entitled Public Health Service Task Force Recommendations for the Use of
Antiretroviral Drugs in Pregnant Women Infected with HIV-1 for Maternal Health
and for Reducing Perinatal HIV-1 Transmission in the United States. To receive a
copy of the guidelines, contact the Florida Department of Health, Bureau of
HIV/AIDS at (850) 245-4334, or you may reach the CDC website at http://www.
c.d.c.gov.

CHILDHOOD IMMUNIZATION SERVICES

The plan shall maintain enrolled recipients on the current Recommended Childhood
Immunization Schedulefor the United States, shall ensure that its providers
administer simultaneously all vaccine doses for which a child is eligible at the
time of each visit and shall follow only true contraindications established by
the Advisory Committee on Immunization Practices, unless (a) in making a medical
judgment in accordance with accepted medical practice such compliance is deemed
medically inappropriate or (b) the particular requirement is not in compliance
with Florida law, including Florida laws relating to religious or other
exemptions.

                                      145

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July 2002                                                  Medicaid HMO Contract

                                      110.3

 LABORATORY TESTS AND ASSOCIATED OFFICE VISITS TO BE PAID BY PLAN WITHOUT PRIOR
            AUTHORIZATION WHEN INITIATED BY COUNTY HEALTH DEPARTMENT

<TABLE>
<CAPTION>
                                   DESCRIPTION                                               CPT CODE
<S>                                                                                          <C>
Heavy metal (arsenic, barium, beryllium, bismuth, antimony, mercury), quantitative, each       83018
Molecular diagnostics; separation                                                              83894
Nucleic acid probe                                                                             83896
Poylmerease chain reaction                                                                     83898
Interpretation and report                                                                      83912
CBC with differential, automated                                                               85025
CBC automated, without differential                                                            85027
Red blood cell count                                                                           85041
Reticulocyte                                                                                   85044
White blood cell count                                                                         85048
Platelet (elec tech)                                                                           85595
Fluorescent antibody; screen, each antibody                                                    86255
Fluorescent antibody, titer, each antibody                                                     86256
Hemagglutination inhibition test (HAI)                                                         86280
Hepatitis B surface antigen (HBsAg)                                                            86287
Hepatitis B core antibody (HBcAb); IgG and IgM                                                 86289
Hepatitis B core antibody; IgM                                                                 86290
Hepatitis B surface antibody (HBsAb)                                                           86291
Immunoassay for infectious agent antigen, qualitative or semiquantitative; multiple step
  method                                                                                       86313
Immunoassay for infectious agent antibody, quantitative, not elsewhere specified               86317
Rubella screen                                                                                 86318
Immunoelectrophoresis; serum                                                                   86320
Immunodiffussion; gel diffusion, qualitative (Ouchterlony), each                               86331
Neutralization test, viral                                                                     86382
Particle agglutination; screen; each antibody                                                  86403
Syphilis test; qualitative (VDRL, RPR, ART)                                                    86592
Syphilis test, quantitative                                                                    86593
Antibody; cytomegalovirus (CMV)                                                                86644
Encephalitits, Eastern equine                                                                  86652
Encephalitits, St. Louis                                                                       86653
Antibody Enterovirus                                                                           86658
HIV antibody, confirmatory test                                                                86689
HIV-1                                                                                          86701
HIV-2                                                                                          86702
HIV-1 & HIV-2                                                                                  86703
Rubella                                                                                        86762
Rubeola                                                                                        86765
Toxoplasma                                                                                     86777
Toxoplasma, IgM                                                                                86778
Treponema pallidum, confirmatory test                                                          86781
Varicella-zoster                                                                               86787
Antibody screen, RBC, each serum technique                                                     86850
Blood typing; ABO                                                                              86900
Rh(D)                                                                                          86901
RBC antigens, other than ABO or Rh (D), each                                                   86905
</TABLE>

                                      146

<PAGE>

July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>                                                                                            <C>
Concentration (any type), for parasites, OVA, or tubercle bacillus (TB, AFB)                   87015
Culture, bacterial, definitive; stool                                                          87045
Culture, bacterial, definitive; throat or nose                                                 87060
Culture, definitive, any other source                                                          87070
Culture or direct bacterial identification method, each organism, by commercial
  kit, any source except urine                                                                 87072
Culture, bacterial, any source, anaerobic (isolation)                                          87075
Anaerobe identification                                                                        87076
Culture, bacterial, screening only, for single organisms                                       87081
Culture, fungi, isolation (with or without presumptive identification); skin                   87101
Culture, fungi, isolation (with or without presumptive identification); other source,
  (except blood)                                                                               87102
Culture, fungi, blood                                                                          87103
Culture, fungi, definitive identification of each fungus (use in addition to
codes 87101, 87102, or 87103 when appropriate)                                                 87106
Culture, tubercle or other acid-fast bacilli (TB, AFB, mycobacteria);
concentration plus isolation                                                                   87117
Culture, mycobacteria, definitive identification of each organism                              87118
Culture, typing; gas liquid chromatography (GLC) method                                        87143
Culture, typing; serologjc method, agglutination grouping, per antiserum                       87147
Culture, typing; serologjc method, speciation                                                  87151
Culture, typing; precipitin method, grouping, per antiserum                                    87155
Culture, any source, additional identification methods required                                87163
Endotoxin, bacterial (pyrogens); homogenization, tissue, for culture                           87176
OVA and parasites, direct smears, concentration and identification                             87177
Microbial identification, nucleic acid probes, each probe used                                 87178
Microbial identification, nucleic acid probes, each probe used; with amplification,
  e.g. polymerase chain reaction (PCR)                                                         87179
Sensitivity studies, antibiotic; agar diffusion method, per antibiotic                         87181
Sensitivity studies, antibiotic; tubercle bacillus (TB, AFB), each drug                        87190
Smear, primary source, with interpretation; routine stain for bacteria, fungi or cell
  types                                                                                        87205
Smear, primary source, with interpretation; fluorescent and/or acid fast stain for
  bacteria, fungi or cell types                                                                87206
Smear, primary source, with interpretation; special stain for inclusion bodies or
  intracellular parasites (e.g. malaria, kala-azar, herpes)                                    87207
Smear, primary source, with interpretation; direct or concentrated, dry, for OVA and
  parasites                                                                                    87208
Smear, primary source, with interpretation; wet mount with simple stain, for
  bacteria, fungi, OVA, and/or parasites                                                       87210
Smear, primary source, with interpretation; wet and dry mount, for OVA and parasites           87211
Tissue examination for fungi (e.g. KOH slide)                                                  87220
Tissue culture inoculation and observation                                                     87252
Tissue culture, additional studies                                                             87253
Flow cytometry                                                                                 88180
Viral load (ADDS)                                                                              W1875
</TABLE>

                                      147

<PAGE>

July 2002                                                  Medicaid HMO Contract

                                      110.4

MODEL MEMORANDUM OF AGREEMENT BETWEEN THE _________________________DEPARTMENT OF
HEALTH COUNTY HEALTH DEPARTMENT AND THE

__________________________________________________________(HMO).

1.   This agreement is entered into between the State of Florida, Department of
Health, ______________________________________ County Health Department,
hereinafter referred to as the "CHD" and the____________________________________
HMO hereinafter referred to as the "HMO", for the purpose of improving services
to patients through coordinated, cooperative health care interactions between
the HMO and the CHD, pursuant to Section 409.9122(2)(a), F.S.

2.   Power and Authority of the CHD.

     Pursuant to Chapter 154, F.S., the Department of Health county health
departments of Florida are responsible for the promotion of the public's health,
the control and eradication of preventable diseases, and the provision of
primary health care for special populations. The CHD must comply with
established public health protocols and applicable state law when providing
health care services.

3.   Power and Authority of the HMO.

     The HMO has contracted with the Agency for Health Care Administration
(hereinafter referred to as the "agency") as a Medicaid HMO provider. The HMO
must comply with all established requirements and applicable state law when
providing health care services.

4.   The HMO agrees to:

     A. Reimburse without prior authorization, medical screenings for foster
care children and emergency shelter care children.

     B. In accordance with Section 381.0407(4), F.S., reimburse without prior
authorization, the CHD for school- based urgent care services; and the diagnosis
and treatment of sexually transmitted disease and other communicable diseases,
such as tuberculosis and human immunodeficiency syndrome. This shall include the
clinical, medical and laboratory services provided by the CHD to an HMO patient.

     C. Offer the Healthy Start prenatal screen to each member who is pregnant.
(Section 383.14, F.S., 10J-8.010, F.A.C.)

     D. Refer all pregnant women meeting Healthy Stan high risk screening
criteria to the local CHD for Healthy Start care coordination. (Section 383.14,
F.S., 19J-8.010, F.A.C.)

     E. Offer the Healthy Start postnatal (infant) screen to each woman for her
newborn. (Section 383.14, F.S., 10J-8.010 F.A.C.)

     F. Refer all infants meeting Healthy Start high risk screening criteria to
the local CHD for Healthy Start care coordination. (10J-8.010, F.A.C.)

     G. Refer all pregnant women, posrpartum women (up to six months after
delivery), breastfeeding women (up to one year after delivery), infants and
children up to the age of five to the Special Supplemental Nutrition Program for
Women, Infants and Children (WIC) available through the local CHD.

     H. Reimburse without prior authorization services for an member's
immunizations.

     I. Reimburse without prior authorization for family planning services and
related Pharmaceuticals.

                                      148

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July 2002                                                  Medicaid HMO Contract

5.   The CHD agrees to:

     A. Attempt to contact the HMO before providing health care services to
their members.

     B. Provide the plan with a copy of the member immunization record at the
time that the immunization is provided to the plan member. The CHD shall not
submit a claim for the immunization if the plan documents to the CHD that the
immunization has already been provided.

     C. Notify the HMO within________hours when HMO patients are treated in the
CHD.

     D. Forward to the HMO within_______days all medical records relating to an
HMO patient being seen at the CHD.

     E. Refer HMO patients back to the HMO for ongoing primary care following
provision of services covered in this agreement.

6.   Both parties mutually agree to:

     A. Make good faith effort to work in a cooperative manner.

     B. Forward any unresolved concerns involving the HMO and the CHD to the
appropriate agency area Bureau of Managed Health Care office.

__________________________________________________________             _________
CHD Director/Administrator - signature            Date

__________________________________________________________
CHD Director/Administrator - type or print name

__________________________________________________________             _________
Authorized Representative of HMO - signature          Date

__________________________________________________________
Authorized Representative of HMO - type or print name

                                      149

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July 2002                                                  Medicaid HMO Contract

                              CONTRACT NUMBER:_____

                                      110.5

                SAMPLE MULTIPLE SIGNATURE VERIFICATION AGREEMENT

Account Number:__________________

In consideration of the mutual promises and undertakings expressed herein, this
Agreement is entered into between _______________Bank ("Bank") and______________
Health plan ("Health plan"), effective as of the __________ day of ___________,
1996.

1.   Health plan is opening the Bank business investment account referenced by
number above ("the Account"), pursuant to the conditions contained in the
agreement entered between Health plan and the Office of the Director of
Medicaid, State of Florida Agency for Health Care Administration ("Medicaid")
dated July 1, 1996.

2.   Pursuant to its agreement with Medicaid, Health plan desires, and Bank
agrees to provide, a "hold" on the account so that withdrawals may be made only
by properly authorized written request, and upon manual examination of the
requests, which service shall be subject to the terms and restrictions set forth
below.

3.   Bank will only honor written requests for withdrawals which bear the
signatures of two authorized representatives of Medicaid and two signatures of
authorized representatives of Health plan. Medicaid and Health plan will provide
to Bank examples of the signatures of the authorized representatives.

4.   Health plan will present the written, properly executed requests for
withdrawal to___, at Bank, located at_____________________________________
..__________, Florida,______, between the hours of 8:00 am and 4:00 pm, EST,
during banking business days. The request will contain the Account number, the
amount of the funds to be withdrawn, a description of the payee who shall
receive the funds, and the signatures of two authorized representatives of
Medicaid and two signatures of authorized representatives of Health plan.

5.   Bank agrees to review the requests; draft the Account for the amount of the
requested withdrawal, and prepare a Bank Official Check in the withdrawn amount,
in accordance with the terms of the request. Bank agrees to undertake the above
and make the Check available to Health plan no later than the close of the
banking day following the banking day in which the request was presented to Bank
in accordance with Paragraph 4, above. [Optional language: Health plan agrees to
pay to Bank a fee of $5.00 for each Official Bank Check issued.]

6.   Bank shall return to Health plan any request that does not meet the
above-described requirements. Bank shall have the sole discretion to determine
whether the requirements have been met.

7.   Pursuant to its agreement with Medicaid, Health plan agrees that in the
event that Medicaid determines Health plan to be insolvent and notifies Bank of
its determination, Medicaid may make withdrawals on the account by two
authorized representatives of Medicaid, without authorized signatures from
Health plan. Bank shall not be responsible or liable for determining insolvency.
Bank shall not be required to permit withdrawals upon the sole order of Medicaid
until written notification is received from Medicaid at the address described in
Paragraph 4, and Bank has had a reasonable time to act thereon but in no event
later than two (2) business days.

8.   Except to the extent that Bank is negligent in performing its duties under
this Agreement, Health plan shall indemnify and hold Bank harmless against any
claim, loss, liability, damage, cost or expense (including reasonable attorneys'
fees incurred by Bank) arising out of or in any way relating to Bank's
compliance with the terms of this Agreement.

9.   This Agreement shall supplement the Bank Deposit Agreement, any corporate
or other resolution of Health plan relating to the Account, and any other
agreements or terms affecting the Account. All legal rights and obligations of
Health plan and Bank under such other documents and pursuant to any applicable
laws and banking regulations shall remain in effect, except as expressly
modified by this Agreement.

                                      150

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July 2002                                                  Medicaid HMO Contract

10.  This Agreement shall be executed by all currently authorized signers on the
Account, and it shall continue in effect notwithstanding any subsequent change
of authorized signers, and without any requirement that it be re- executed or
amended.

11.  This Agreement may be terminated at any time by Bank or Health plan,
provided Health plan provides Bank written approval from Medicaid, and provided
that the indemnification provision of paragraph 7 above shall continue in effect
after any such termination with respect to any withdrawals or requests handled
by Bank prior to such termination. This Agreement shall be binding upon and
shall inure to the benefit of any successors and assigns of Health plan,
Medicaid, and Bank.

The undersigned parties have executed this Agreement through their duly
authorized representatives as of the date shown above.

BANK

By:__________________
Title:___________________

HEALTH PLAN

By:__________________
Title:___________________

                    HEALTH PLAN'S CERTIFICATION OF AUTHORITY

The undersigned hereby certifies that: (1) (s)he is the Secretary of ___________
Health plan; and (2) the foregoing Agreement is consistent with any corporate or
other resolution(s) of Health plan previously or contemporaneously provided to
Bank.

By:__________________
Title:___________________

Date of Certification:_________

[Affix corporate seal]

                                      151

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July 2002                                                  Medicaid HMO Contract

                              AUTHORIZED SIGNATURES

HEALTH PLAN

                      AGENCY FOR HEALTH CARE ADMINISTRATION

_____________________  _______________________
Print Name:____________      Print Name:_____________
                       Director of Medicaid

_____________________  _______________________
Print Name:____________      Print Name:_____________
                       Bureau of Managed Health Care, Chief

_____________________  _______________________
Print Name:____________      Print Name:_____________
                       Bureau of Managed Health Care, Operations Administrator

_____________________
Print Name:____________      Print Name:_____________

_____________________  _______________________
Print Name:____________      Print Name:_____________

                                      152

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July 2002                                                  Medicaid HMO Contract

                                      110.6
                        SAMPLE HMO ADULT HEALTH SCREENING

The following items are associated with a health assessment required for
Medicaid Adult Health Screens.

Health History

-        Present Health History (including immunization status)
-        Past Health History
-        Family Health History
-        Risk Factors/Health Behaviors
-        Dietary History

Physical Assessment

-        Body Measurements
-        Height/Weight
-        Blood Pressure
-        Pulse

-        Physical Examination of Body Systems
-        General Appearance
-        Skin
-        Eyes, Ears, Nose, Throat, Oral Cavity
-        Thyroid
-        Heart and Lungs
-        Abdomen
-        Breasts
-        Pelvic, Testicular, Rectal Exam, Prostate
-        Extremities

-        Hearing/Visual Acuity

-        Laboratory Tests
-        Hematocrit or Hemoglobin
-        Urine for Sugar, Proteins
-        Other tests as appropriate

                                      153

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July 2002                                                  Medicaid HMO Contract

                                      110.7

              FLORIDA PATIENT'S BILL OF RIGHTS AND RESPONSIBILITIES
                                  381.026, F.S.

(1) SHORT TITLE. This section may be cited as the "Florida Patient's Bill of
Rights and Responsibilities."

(2) DEFINITIONS. As used in this section, the term:

     (a) "Health care facility" means a facility licensed under chapter 395.

     (b) "Health care provider" means a physician licensed under chapter 458, an
osteopathic physician licensed under chapter 459, or a podiatrist licensed under
chapter 461.

     (c) "Responsible provider" means a health care provider who is primarily
responsible for patient care in a health care facility or provider's office.

(3) PURPOSE. It is the purpose of this section to promote the interests and
well-being of the patients of health care providers and health care facilities
and to promote better communication between the patient and the health care
provider. It is the intent of the Legislature that health care providers
understand their responsibility to give their patients a general understanding
of the procedures to be performed on them and to provide information pertaining
to their health care so that they may make decisions in an informed manner after
considering the information relating to their condition, the available treatment
alternatives, and substantial risks and hazards inherent in the treatments. It
is the intent of the Legislature that patients have a general understanding of
their responsibilities toward health care providers and health care facilities.
It is the intent of the Legislature that the provision of such information to a
patient eliminate potential misunderstandings between patients and health care
providers. It is a public policy of the state that the interests of patients be
recognized in a patient's bill of rights and responsibilities and that a health
care facility or health care provider may not require a patient to waive his
rights as a condition of treatment. This section shall not be used for any
purpose in any civil or administrative action and neither expands nor limits any
rights or remedies provided under any other law.

(4) RIGHTS OF PATIENTS. Each health care facility or provider shall observe the
following standards:

     (a)Individual dignity.

         1. The individual dignity of a patient must be respected at all times
and upon all occasions.

         2. Every patient who is provided health care services retains certain
rights to privacy, which must be respected without regard to the patient's
economic status or source of payment for his care. The patient's rights to
privacy must be respected to the extent consistent with providing adequate
medical care to the patient and with the efficient administration of the health
care facility or provider's office. However, this subparagraph does not preclude
necessary and discreet discussion of a patient's case or examination by
appropriate medical personnel.

         3. A patient has the right to a prompt and reasonable response to a
question or request. A health care facility shall respond in a reasonable manner
to the request of a patient's health care provider for medical services to the
patient. The health care facility shall also respond in a reasonable manner to
the patient's request for other services customarily rendered by the health care
facility to the extent such services do not require the approval of the
patient's health care provider or are not inconsistent with the patient's
treatment.

         4. A patient in a health care facility has the right to retain and use
personal clothing or possessions as space permits, unless for him to do so would
infringe upon the right of another patient or is medically or programmatically
contraindicated for documented medical, safety, or programmatic reasons.

     (b) Information.

         1. A patient has the right to know the name, function, and
qualifications of each health care provider who is providing medical services to
the patient. A patient may request such information from his responsible
provider or the health care facility in which he is receiving medical services.

         2. A patient in a health care facility has the right to know what
patient support services are available in the facility.

         3. A patient has the right to be given by his health care provider
information concerning diagnosis, planned course of treatment, alternatives,
risks, and prognosis, unless it is medically inadvisable or impossible to give
this information to the patient, in which case the information must be given to
the patient's guardian or a person designated as the patient's representative. A
patient has the right to refuse this information.

                                      154

<PAGE>

July 2002                                                  Medicaid HMO Contract

         4. A patient has the right to refuse any treatment based on information
required by this paragraph, except as otherwise provided by law. The responsible
provider shall document any such refusal.

         5. A patient in a health care facility has the right to know what
facility rules and regulations apply to patient conduct.

         6. A patient has the right to express grievances to a health care
provider, a health care facility, or the appropriate state licensing agency
regarding alleged violations of patients' rights. A patient has the right to
know the health care provider's or health care facility's procedures for
expressing a grievance.

         7. A patient in a health care facility who does not speak English has
the right to be provided an interpreter when receiving medical services if the
facility does not have a person readily available who can interpret on behalf of
the patient,

     (c) Financial information and disclosure.

         1. A patient has the right to be given, upon request, by the
responsible provider, his designee, or a representative of the health care
facility full information and necessary counseling on the availability of known
financial resources for the patient's health care.

         2. A health care provider or a health care facility shall, upon
request, disclose to each patient who is eligible for Medicare, in advance of
treatment, whether the health care provider or the health care facility in which
the patient is receiving medical services accepts assignment under Medicare
reimbursement as payment in full for medical services and treatment rendered in
the health care provider's office or health care facility.

         3. A health care provider or a health care facility shall, upon
request, furnish a patient, prior to provision of medical services, a reasonable
estimate of charges for such services. Such reasonable estimate shall not
preclude the health care provider or health care facility from exceeding the
estimate or making additional charges based on changes in the patient's
condition or treatment needs.

         4. A patient has the right to receive a copy of an itemized bill upon
request. A patient has a right to be given an explanation of charges upon
request.

     (d) Access to health care.

         1. A patient has the right to impartial access to medical treatment or
accommodations, regardless of race, national origin, religion, physical
handicap, or source of payment.

         2. A patient has the right to treatment for any emergency medical
condition that shall deteriorate from failure to provide such treatment.

     (e) Experimental research.

     In addition to the provisions of Section 766.103, F.S., a patient has the
right to know if medical treatment is for purposes of experimental research and
to consent prior to participation in such experimental research. For any
patient, regardless of ability to pay or source of payment for his care,
participation must be a voluntary matter; and a patient has the right to refuse
to participate. The patient's consent or refusal must be documented in the
patient's care record.

     (f) Patient's knowledge of rights and responsibilities.

     In receiving health care, patients have the right to know what their rights
and responsibilities are.

(5) RESPONSIBILITIES OF PATIENTS. Each patient of a health care provider or
health care facility shall respect the health care provider's and health care
facility's right to expect behavior on the part of patients which, considering
the nature of their illness, is reasonable and responsible. Each patient shall
observe the responsibilities described in the following summary.

(6) SUMMARY OF RIGHTS AND RESPONSIBILITIES. Any health care provider who treats
a patient in an office or any health care facility that admits and treats a
patient shall adopt and make public, in writing, a statement of the rights and
responsibilities of patients, including:

                                      155

<PAGE>

July 2002                                                  Medicaid HMO Contract

      SUMMARY OF THE FLORIDA PATIENT'S BILL OF RIGHTS AND RESPONSIBILITIES

Florida law requires that your health care provider or health care facility
recognize your rights while you are receiving medical care and that you respect
the health care provider's or health care facility's right to expect certain
behavior on the part of patients. You may request a copy of the full text of
this law from your health care provider or health care facility. A summary of
your rights and responsibilities follows:

     A patient has the right to be treated with courtesy and respect, with
appreciation of his individual dignity, and with protection of his need for
privacy.

     A patient has the right to a prompt and reasonable response to questions
and requests.

     A patient has the right to know who is providing medical services and who
is responsible for his care.

     A patient has the right to know what patient support services are
available, including whether an interpreter is available if he does not speak
English.

     A patient has the right to know what rules and regulations apply to his
conduct.

     A patient has the right to be given by his health care provider information
concerning diagnosis, planned course of treatment, alternatives, risks, and
prognosis.

     A patient has the right to refuse any treatment, except as otherwise
provided by law.

     A patient has the right to be given, upon request, full information and
necessary counseling on the availability of known financial resources for his
care.

     A patient who is eligible for Medicare has the right to know, upon request
and in advance of treatment, whether the health care provider or health care
facility accepts the Medicare assignment rate.

     A patient has the right to receive, upon request, prior to treatment, a
reasonable estimate of charges for medical care.

     A patient has the right to receive a copy of a reasonably clear and
understandable, itemized bill and, upon request, to have the charges explained.

     A patient has the right to impartial access to medical treatment or
accommodations, regardless of race, national origin, religion, physical
handicap, or source of payment.

     A patient has the right to treatment for any emergency medical condition
that shall deteriorate from failure to provide treatment.

     A patient has the right to know if medical treatment is for purposes of
experimental research and to give his consent or refusal to participate in such
experimental research.

     A patient has the right to express grievances regarding any violation of
his rights, as stated in Florida law, through the grievance procedure of the
health care provider or health care facility which served him and to the
appropriate state licensing agency.

     A patient is responsible for providing to his health care provider, to the
best of his knowledge, accurate and complete information about present
complaints, past illnesses, hospitalizations, medications, and other matters
relating to his health.

    A patient is responsible for reporting unexpected changes in his condition
to his health care provider.

     A patient is responsible for reporting to his health care provider whether
he comprehends a contemplated course of action and what is expected of him.

     A patient is responsible for following the treatment plan recommended by
his health care provider.

     A patient is responsible for keeping appointments and, when he is unable to
do so for any reason, for notifying the health care provider or health care
facility.

     A patient is responsible for his actions if he refuses treatment or does
not follow the health care provider's instructions.

     A patient is responsible for assuring that the financial obligations of his
health care are fulfilled as promptly as possible.

     A patient is responsible for following health care facility rules and
regulations affecting patient care and conduct.

                                      156

<PAGE>

July 2002                                                  Medicaid HMO Contract

                                      110.8
           MEMORANDUM OF UNDERSTANDING BETWEEN SCHOOL DISTRICT AND HMO

I.   GENERAL

     This agreement is entered into between the____________________ County
School District, hereinafter referred to as the "School District" and
____________________________hereinafter referred to as the "HMO", for the
purpose of improving services to students qualified under the Medicaid certified
school match program through coordinated, cooperative health care interaction
between the school district and the HMO.

Both parties understand and agree that coordinating the health care needs and
treatment of Medicaid eligible students is critical to providing quality
services within and outside the school setting, and preventing possible
duplication of medical services Both parties devote their efforts to continuity
and quality of care in pursuit of the students' needs for health care services
as required by Florida law.

II.  POWER AND AUTHORITY OF THE SCHOOL DISTRICT REGARDING THE CERTIFIED SCHOOL
     MATCH PROGRAM REIMBURSEMENT THROUGH MEDICAID:

     Pursuant to Sections 409.9071 and 236.0812, Florida Statutes, and Chapter
59G, Florida Administrative Code, School Districts in the State of Florida are
eligible to receive Medicaid fee-for-service reimbursement for certain services
provided to Medicaid-eligible students under the Medicaid certified school match
program. These health care services are physical therapy, speech-language
pathology, respiratory therapy, augmentative and communicative devices, nursing,
medication administration and behavioral health (psychology, social work, etc).
In addition, Medicaid reimburses transportation as a related service under the
certified school match program.

III. POWER AND AUTHORITY OF THE HMO REGARDING THE CERTIFIED SCHOOL MATCH
     PROGRAM REIMBURSEMENT THROUGH MEDICAID:

     The HMO has contracted with AHCA as a Medicaid HMO provider. The HMO must
comply with all established contract requirements and applicable state and
federal law when providing health care services. In accordance with Section
409.9122(2)(a), Florida Statutes, the HMO shall make a good faith effort to
execute an agreement with a School District for services authorized by Florida
law.

IV.  THE SCHOOL DISTRICT AGREES TO THE FOLLOWING:

     1.  Request parents or legal guardians to sign a release form for the
release of medical records, plan of care and Individual Education Plan (IEP) or
Family Support Plan (FSP) to the HMO for Medicaid certified school match
services.

     2.  Refer students to the HMO for ongoing primary care services.

     3.  Provide the HMO with a plan of care regarding the student's plan of
treatment within days of plan of care development, provided the School District
has received the parent's or legal guardian's signed release of records.

     4.  Forward to the HMO either a summary of services or the medical records
relating to the health care services provided under the Medicaid certified
school match program to an HMO student member upon request by the HMO within __
days after the HMO patient is treated in the school, or on a quarterly basis, as
agreed upon between the School District and the HMO.

     5.  Forward any unresolved health care concerns regarding the student,
including concerns which require continuity of treatment during school vacation,
to the HMO.

     6.  Provide a contact person to the HMO for coordinating services.

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     7.  As appropriate, include a representative of the HMO in staffing for the
IEP or FSP for each student covered under the Medicaid certified school match
program unless there is objection from a parent/guardian. In instances where the
HMO does not attend the IEP meeting, the School District will provide other
methods of communicating the student's health care needs.

V.   THE MEDICAID HMO AGREES TO THE FOLLOWING:

     1.  Provide an HMO contact person to the schools who is responsible for
coordination of services.

     2.  Refer students to primary care providers for ongoing services.

     3.  As appropriate, participate in IEP or FSP staff meetings, review
documentation received from the School District, and take action to ensure
coordination of care.

     4.  Release medical records to the school upon receiving the parent's or
guardian's consent for such release.

VI.  BOTH PARTIES AGREE TO:

A.   Make good faith effort to work in a cooperative manner.

B.   Forward any unresolved concerns involving the HMO and the School District
to the appropriate agency area Bureau of Managed Health Care office, as
appropriate.

VII. THIS AGREEMENT SHALL TAKE EFFECT____________________________
and shall remain in effect until terminated by either party, by written notice
to the other party upon certified or registered mail received.

____________________________________________
School District

______________      _____________
Authorized Representative of School District       Date

____________________________________________
HMO

____________________________________________       _______
Authorized Representative of HMO               Date

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July 2002                                                  Medicaid HMO Contract

                                      110.9
                              FRAIL/ELDERLY PROGRAM
                           STATEMENT OF UNDERSTANDING

1.   I understand that the Frail/Elderly Program is part of the_____, Health
Maintenance Organization (HMO

2.   I may choose to join____________HMO, or choose not to join. I may call the
Agency for Health Care Administration's enrollment and disenrollment services
contractor hotline, 1-888-367-6554, to receive further information about my
managed care options.

3.   It will not affect my ability to receive Medicaid by joining an HMO, or if
I choose not to join.

4.   If I choose to join the_____HMO, I will receive my Medicaid covered
benefits from doctors in the________HMO network. My current doctors may or may
not be in the HMO network.

5.   If I have Medicare Part A and B or only Medicare Part B and I join
the________HMO, there will be no change in how I receive my Medicare benefits. I
may keep my choice of providers for services that will be paid by Medicare. The
frail/elderly program will pay for additional services provided to me that it
approves. I understand that I may not join____HMO if I am in a Medicare HMO and
if I enroll in a Medicare HMO in the future, I must disenroll from the Frail
Elderly Program.

6.   An HMO may provide additional services not covered by regular
Medicaid._____________ HMO provides these additional services: (list additional
benefits).

7.   In order to prevent or delay nursing home placement,____________HMO offers
special in-home and community services. These services may include:
homemaker/personal care; adult day care; supplies; and, adaptive equipment.

8.   If I should require nursing home placement, the frail/elderly program will
be responsible for the initial payment and placement.

9.   Some services may not be offered by HMOs. If I need these services, I may
still receive them through regular Medicaid. The following services are not
offered by______________HMO:
________________________________________________________________________________
_____________________________.

10.  I understand that to be a member of the HMO, I cannot be a member of any
other HMO,

11.  I understand that I cannot be in the Frail/Elderly program of this HMO if I
am a member of, or if I am receiving services from any of the following:
aged/disabled waiver, channeling program, developmental services waiver,
Children's Medical Services, Medicaid AIDS waiver program (Project AIDS Care),
state mental hospital, prison or jail, hospice, or Assisted Living for the
Elderly program.

12.  I must tell the HMO if 1 move. I will ask to disenroll if I move to a
county where my HMO cannot care for me.

13.  The HMO will pay for the services provided to me that the HMO approves.

14.  I must pay for services or medical services provided by someone else other
than my HMO that were not authorized by my HMO, except for emergency medical
care, family planning or sexually transmitted disease testing.

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July 2002                                                  Medicaid HMO Contract

15.  I must use______________________________________________pharmacies/drug
stores approved by my HMO.

16.  I understand that if I become pregnant, I will be referred to a
participating obstetrician, family practice doctor, licensed midwife or
certified nurse midwife for prenatal care, and the newborn will automatically
become a member of the plan. I am pregnant:________yes________no.

17.  I understand that if I do not choose a doctor for the newborn, I will be
assigned a doctor. I choose Dr. ____________ as the newborn's pediatrician or
primary care physician.

18.  I understand that if I have a complaint about the HMO, I can
call____________or I can call the Agency for Health Care Administration's
Consumer Call Center at 1-888 419-3456. If I have an enrollment/marketing
representative complaint, I can call the Department of Insurance's Consumer
helpline at 1-800-342-2762.

19.  I understand that I have ten (10) days from the date that I signed the HMO
application to stop my application by calling the agency's toll-free enrollment
and disenrollment services telephone number: 1- 888-367-6554.

20.  I understand that if I wish to disenroll from the HMO, I can do so by
calling the Agency for Health Care Administration's toll-free enrollment and
disenrollment services telephone number: 1-888-367- 6554. I also understand that
disenrollment may take up to 59 days from the time I call.

21.  I will be able to choose my primary (main) doctor from a list of doctors
provided by the HMO. I choose my main doctor to be____________________________.

22.  I must call this HMO doctor whenever I need to see a doctor.

     ___________________________       __________________
     Member's signature          Licensed Marketer's signature

                        ____________________
                        Marketer's License #

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