<PAGE>

                                                                    Exhibit 10.2

                            [FLORIDA MEDICAID LOGO]

JEB BUSH, GOVERNOR                        RHONDA M. MEDOWS, MD, FAAFP, SECRETARY


                                                  November 14, 2002

Ms. Pearl Blackburn
Director of Medicaid Compliance
Well Care HMO, Inc.
6800 North Dale Mabry Highway
Tampa, FL 33614

Dear Ms. Blackburn:

Enclosed please find the Well Care HMO original executed amendment #001 to the
2002-2004 Medicaid HMO Contract. The amendment provides for an increase in the
total contract amount from $585,631,000.00 to $586,002,000.00 and an increase in
the maximum enrollment levels in Broward, Lee and Palm Beach counties. This
constitutes execution of the amendment effective November 12, 2002.

If you have any questions regarding the amendment, please contact me or Michael
Alsentzer of my staff at (850) 487-2355.

                                        Sincerely

                                        /s/ Christina Lopez
                                        ---------------------------
                                        Christina Lopez
                                        AHC Administrator

CL/ma

Enclosure

cc:    Tom Warring

                                     [LOGO]

2727 Manan Drive - Mail Stop #8                             Visit AHCA online at
Tallahassee, FL 32308                                       www.fdhc.state.fl.us

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN OF FLORIDA MEDICAID HMO CONTRACT
SEPTEMBER 2002                                             CONTRACT # FA 312

                                 AMENDMENT # 001

THIS AMENDMENT, entered into between the State of Florida, Agency for Health
Care Administration, hereinafter referred to as the "Agency" and Well Care HMO,
Inc., hereinafter referred to as the "provider," amends contract # FA 312.

1.    Attachment I, Section 90.0, Payment and Authorized Enrollment Levels,
      Table 1 is amended as shown below.

   TABLE 1                                                  PROJECTED ENROLLMENT

<TABLE>
<CAPTION>
  COUNTY              INITIAL AUTHORIZED ENROLLMENT LEVEL        MAXIMUM ENROLLMENT LEVEL
  ------              -----------------------------------        ------------------------
<S>                   <C>                                        <C>
BREVARD                              9,916                                11,606
BROWARD                             19,908                                21,379
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                                 7,666
MANATEE                              9,042                                10,122
MARION                                   0                                     0
ORANGE                              26,540                                28,040
OSCEOLA                              4,792                                 5,167
PALM BEACH                          10,930                                11,646
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>

2.   Attachment I, Section 90.0, 2nd paragraph is amended to read:

     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 $586,002,000.00 expressed on page
     three of this contract.

3.   Section II.A. of the Standard Contract is amended to read:

     A. CONTRACT AMOUNT

     To pay for contract services according to the conditions of Attachment I in
     an amount not to exceed $586,002,000.00, 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.

4.   This amendment shall become effective September 1, 2002, or the date on
     which the amendment has been signed by both parties, whichever is later.

     All provisions in the contract and any attachments thereto in conflict with
     this amendment shall be and are hereby changed to conform with this
     amendment.

     All provisions not in conflict with this amendment are still in effect and
     are to be performed at the level specified in the contract.

     This amendment and all its attachments are hereby made a part of the
     contract.

                                       1

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN OF FLORIDA MEDICAID HMO CONTRACT
SEPTEMBER 2002                                             CONTRACT # FA 312

IN WITNESS WHEREOF, the parties hereto have caused this -2- page amendment to be
executed by their officials thereunto duly authorized.

                                            STATE OF FLORIDA
                                            AGENCY FOR HEALTH CARE
PROVIDER: Well Care HMO, Inc.               ADMINISTRATION

SIGNED                                      SIGNED
BY: /s/ Todd Farha                          BY: /s/ Dr. Rhonda Medows
    ----------------------------                ----------------------------

NAME: Todd Farha                            NAME: Dr. Rhonda Medows, M.D. FAAFP

TITLE: CEO, President                       TITLE: Secretary

DATE: 9/30/02                               DATE: 11/12/02

FEDERAL ID NUMBER:
59-2583622

                                       2

<PAGE>

                           [FLORIDA MEDICAID LOGO]

JEB BUSH, GOVERNOR                        RHONDA M. MEDOWS, MD, FAAFP, SECRETARY

                                             December 19, 2002

Ms. Pearl Blackburn
Medicaid Compliance Director
HealthEase of Florida, Inc.
6800 N. Dale Mybry HWY., Suite 268
Tampa, FL 33614

Dear Ms. Blackburn:

Enclosed please find the Well Care HMO, Inc. original executed Amendment #002 to
the 2002-2004 Medicaid HMO Contract. The amendment provides for a contract
manager change from Bob Sharpe to Christina Lopez. This constitutes execution of
the amendment effective, December 18, 2002.

If you have any questions regarding the amendment, please contact me at (850)
487-2355.

                                        Sincerely

                                        /s/ Christina Lopez
                                        ---------------------------
                                        Christina Lopez
                                        AHC Administrator

CL/ma

Enclosure

cc:    Tom Warring

                                     [LOGO]

2727 Manan Drive - Mail Stop #8                             Visit AHCA online at
Tallahassee, FL 32308                                       www.fdhc.state.fl.us

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN OF FLORIDA MEDICAID HMO CONTRACT
OCTOBER 2002                                                               FA312

                                 AMENDMENT # 002

         THIS AMENDMENT, 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," amends contract # FA312.

1.   Section III.C. 1., Standard Contract, is amended to read:

C. NOTICE AND CONTACT

  1. The name, address and telephone number of the contract manager for the
     agency for this contract is:

     CHRISTINA LOPEZ, AHC ADMINISTRATOR
     DIVISION OF MEDICAID
     2727 MAHAN DRIVE, MAIL STOP #8
     TALLAHASSEE, FLORIDA 32308
     (850)487-2355

  2. This amendment shall become effective November 1, 2002, or the date on
     which the amendment has been signed by both parties, whichever is later.

     All provisions in the contract and any attachments thereto in conflict with
     this amendment shall be and are hereby changed to conform with this
     amendment.

     All provisions not in conflict with this amendment are still in effect and
     are to be performed at the level specified in the contract.

     This amendment and all its attachments are hereby made a part of the
     contract.

         IN WITNESS WHEREOF, the parties hereto have caused this -i- page
     amendment to be executed by their officials thereunto duly authorized.

                                             STATE OF FLORIDA
                                             AGENCY FOR HEALTH CARE
PROVIDER: Well Care HMO, Inc., d/b/a         ADMINISTRATION
          StayWell Health Plan of Florida

SIGNED                                       SIGNED
BY: /s/ Todd S. Farha                        BY: /s/ Dr. Rhonda Medows
    ------------------------                     ------------------------

NAME: Todd S. Farha                          NAME: Dr. Rhonda Medows, M.D. FAAFP

TITLE: CEO                                   TITLE: Secretary

DATE: 12/6/02                                DATE: 12/18/02

FEDERAL ID NUMBER:

59-2583622

<PAGE>

                           [FLORIDA MEDICAID LOGO]

JEB BUSH, GOVERNOR                        RHONDA M. MEDOWS, MD, FAAFP, SECRETARY

                                             June 4, 2003

Ms. Pearl Blackburn
Medicaid Compliance Director
StayWell Health Plan
6800 N. Dale Mabry Highway
Suite 209-211
Tampa, FL 33614

Dear Ms. Blackburn:

Enclosed please find the StayWell Health Plan original executed Amendment #003
to the 2002-2004 Medicaid HMO Contract. The amendment provides for the following
changes:

     -   Changes to statutory cites due to new numbering of subsections in the
         law

     -   Section 10.3.b, change of wording for clarification

     -   Section 10.8.8.1.a, change of UNOS levels for stages of renal disease

     -   Section 10.8.8.1.a, change of parameters for levels requiring heart,
         heart/lung transplants

     -   Section 10.8.8.1.a, addition language regarding adults

     -   Section 10.11.1, correction of contract cite

     -   Section 20.5, correction of statutory cite

     -   Section 20.12.2.b, addition of time frame

     -   Section 30.5, 8th paragraph corrects an omission

     -   Section 30.7.1, clarifies language

     -   Section 30.7.4.b, change to 60-day time frame for enrollment
         reinstatement

     -   Section 30.8, change to 60-day time frame for enrollment reinstatement

     -   Section 40.16, revises the HIPAA Certification

     -   Section 60.1.9, change to 60-day time frame for enrollment
         reinstatement

     -   Section 60.2, Table 1, correction of time frame for Inp. Discharge
         Reporting to 30 days

     -   Section 60.2.13, adds Frail/Elderly Service Utilization Reporting

     -   Section 70.1, changes responsibility for interpretation of laws to the
         Division of Medicaid

                                     [LOGO]


2727 Manan Drive - Mail Stop #50                            Visit AHCA online at
Tallahassee, FL 32308                                       www.fdhc.state.fl.us

<PAGE>

Ms. Pearl Blackburn
Page Two
June 4, 2003

     -   Section 70.10, adds procedural steps to dispute resolution

     -   Section 70.17.d, adds amount of fines as stated in Section 409.912(20),
         F.S.

     -   Section 70.17.f, correction of statutory cite

     -   Section 80.7 is deleted

     -   Section 110.4.6 B, changes responsibility for resolution to the
         Division of Medicaid

This constitutes execution of the amendment effective, May 21, 2003.

If you have any questions regarding the amendment, please contact me at (850)
487-2355.

                                        Sincerely

                                        /s/ Christina Lopez
                                        ---------------------------
                                        Christina Lopez
                                        AHC Administrator

CL/ma

Enclosure

cc:    Tom Warring

<PAGE>

WELL CARE HMO. INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

                             AHCA CONTRACT NO. FA312
                                AMENDMENT NO. 003

     THIS AMENDMENT, 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, hereinafter referred to as the
"Provider," is hereby amended as follows:

1.   Section II.A. of the Standard Contract is amended to read:

     A.  CONTRACT AMOUNT

     To pay for contract services according to the conditions of Attachment I in
     an amount not to exceed $605,932,000.00 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.

2.   Attachment I, Section 10.8.1 f., Florida Statutory Reference is changed to:
     409.912(26) F.S.

3.   Attachment I, Section 10.8.4 f., Florida Statutory Reference is changed to:
     409.912(33)(e) and (f) F.S.

4.   Attachment I, Section 10.8.9 a., Florida Statutory Reference is changed to:
     409.912(33) F.S.

5.   Attachment I, Section 20.12.2 a., Florida Statutory Reference is changed
     to: 409.912(29)(e) F.S.

6.   Attachment I, Section 30.2.1 a., Florida Statutory Reference is changed to:
     409.912(19)(a) F.S.

7.   Attachment I, Section 30.2.1 b., Florida Statutory Reference is changed to:
     409.912(19)(b) F.S.

8.   Attachment I, Section 30.2.1 d., Florida Statutory Reference is changed to:
     409.912(19)(c) F.S.

9.   Attachment I, Section 30.2.1 e., Florida Statutory Reference is changed to:
     409.912(19)(d) F.S.

10.  Attachment I, Section 30.2.1 h., Florida Statutory Reference is changed to:
     409.912(19)(b)2. F.S.

11.  Attachment I, Section 30.2.1 i., Florida Statutory Reference is changed to:
     409.912(19)(b)(4) F.S.

12.  Attachment I, Section 30.2.1 j., Florida Statutory Reference is changed to:
     409.912(19)(b)2. F.S.

13.  Attachment I, Section 30.2.1 k, Florida Statutory Reference is changed to:
     409.912(19)(b)1.F.S.

14.  Attachment I, Section 30.2.1 o., Florida Statutory Reference is changed to:
     409.912(19)(e) F.S.

15.  Attachment I, Section 30.5 first paragraph, Florida Statutory Reference is
     changed to: 409.912(27) F.S.

16.  Attachment I, Section 30.5 second paragraph, Florida Statutory Reference is
     changed to: 409.912(27) F.S.

17.  Attachment I, Section 30.7 a. 3., Florida Statutory Reference is changed
     to: 409.912(24) F.S.

18.  Attachment I, Section 30.7.2, Florida Statutory Reference is changed to:
     409.912(28) F.S.

19.  Attachment I, Section 30.12.2 c., Florida Statutory Reference is changed
     to: 409.912(31) F.S.

20.  Attachment I, Section 40.7 d., Florida Statutory Reference is changed to:
     409.912(30) F.S.

21.  Attachment I, Section 50.1, Florida Statutory Reference is changed to:
     409.912(16)(a) F.S.

22.  Attachment I, Section 50.2, Florida Statutory Reference is changed to:
     409.912(16)(b) F.S.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 003, PAGE 1 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

23.  Attachment I, Section 50.4, Florida Statutory Reference is changed to:
     409.912(15) F.S.

24.  Attachment I, Section 60.2.11, Table 13, Florida Statutory References is
     changed to: 409.912(26) F.S.

25.  Attachment I, Section 70.3 a., Florida Statutory Reference is changed to:
     409.912(18) F.S.

26.  Attachment I, Section 70.17, first paragraph, Florida Statutory is
     Reference changed to: 409.912(20) F.S.

27.  Attachment I, Section 70.17 d., Florida Statutory Reference is changed to:
     409.912(20) F.S.

28.  Attachment I, Section 70.17 f., Florida Statutory Reference is changed to:
     409.912(26) F.S.

29.  Attachment I. Section 10.3 b. is amended to read:

         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, or a prescribed
              pediatric extended care center, or are enrolled in Children's
              Medical Services Network.

30.  Attachment I, Section 10.8.8.1 a. is amended to read:

         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 pre-transplant care
              and post transplant follow-up care when a member has been listed
              with UNOS as a status 1A, 1B, or 2 as a candidate for an adult or
              pediatric heart transplant or pediatric heart/lung transplant. If
              at the end of the evaluation the recipient is listed with the
              above UNOS parameters the recipient will be disenrolled from the
              plan.

              The plan is not responsible for the cost of pre-transplant care
              and post transplant follow up care when a member has been listed
              with UNOS with a MELD score of 11-25 for an adult or pediatric
              liver transplant. If at the end of the evaluation the recipient is
              listed with the above UNOS parameter the recipient will be
              disenrolled from the plan.

              The plan is not responsible for the cost of pre-transplant care
              and post transplant follow up care when a member has been listed
              with UNOS as a status 0 for an adult or pediatric lung transplant.
              If at the end of the evaluation the recipient is listed with the
              above UNOS parameters the recipient will be disenrolled from the
              plan.

              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, except adult heart (21 and over).

31.  Attachment I, Section 10.11.1, Service Requirements (Behavioral Health),
     introduction is amended to read:

              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:

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 003, PAGE 2 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

              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 1O.8.8.2 of this contract.

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

32.  Attachment I, Section 20.5, Florida Statutory reference is changed to:
     456.047(4) F,S.

33.  Attachment I, Section 20.12.2 b. is amended to read:

         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 improving member satisfaction resulting from the
              annual member satisfaction survey must be reported to the agency
              on a quarterly basis within 30 days after the end of a reporting
              quarter.

 34. Attachment I, Section 30.5, Pre-enrollment Activities 8th paragraph is
     amended to read:

              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 the DCF.

35.  Attachment I, Section 30.7.1, Member Services Handbook, is amended to read:

              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
              responsibilities; grievance procedures; 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.

36.  Attachment I, Section 30.7.4 b. is amended to read:

         b.   A notice that members who lose eligibility and are disenrolled
              shall be automatically reenrolled in the plan if eligibility is
              regained within 60 days.

37.  Attachment I, Section 30.8, Enrollment Reinstatementsis, amended to read:

              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 60 days 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

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 003, PAGE 3 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

              enrollment, and is reinstated as a plan member by the agency's
              enrollment and disenrollment services 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.

38.  Attachment 1, Section 40.16, Certification Regarding HIPAA Compliance, is
     replaced as follows:

                                  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 Protected Health Information
         to any third party for any purpose not in conformity with this contract
         without prior written approval from the Agency. The Provider will
         report to the Agency, within ten (10) 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 Agents. The Provider agrees to enter into an agreement
         with any agent, including a subcontractor, to whom it provides
         Protected Health Information received from, or created or received by
         the Provider on behalf of, the Agency. Such agreement 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.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 003, PAGE 4 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

     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. The Provider
         shall document all disclosures of Protected Health Information as
         needed for the Agency to respond to a request for 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 Provider on behalf of, the Agency available 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 has caused this Certification to be signed and delivered
         by its duly authorized representative, as of the date set forth below.

         Provider Name:

         _____________________________________     _________________
         Signature                  Date
         _____________________________________
         Name and Title of Authorized Signer

            AHCA CONTRACT No. FA312, AMENDMENT NO. 003, PAGE 5 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

39.  Attachment I, Section 60.1, 9 is amended to read:

     9.  HMO Reinstatement Report (FLMR 8200-R009) - Lists those persons who
         were disenrolled for loss of eligibility but who regained their
         Medicaid eligibility within 60 days of the previous plan.

40.  Attachment I, Section 60.2, Table 1. Summary of Reporting Requirements for
     Medicaid Contracted Health Maintenance Organizations is amended to read:

       TABLE 1. SUMMARY OF REPORTING REQUIREMENTS FOR MEDICAID CONTRACTED
                        HEALTH MAINTENANCE ORGANIZATIONS

Medicaid HMO Reports Required by AHCA

<TABLE>
<CAPTION>
                                  LEVEL OF
      REPORT NAME                 ANALYSIS                 FREQUENCY                           SUBMISSION MEDIA
---------------------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                                  <C>
Enrollment,                   Location Level    Monthly                              Asynchronous Transfer to fiscal agent
Disenrollment, and
Cancellation Report for
Payment; Table 2
---------------------------------------------------------------------------------------------------------------------------
Medicaid HMO/PHP              Location Level    Monthly, within 15 days              Electronic mail or diskette submission
Disenrollment                                   from the beginning of
Summary Table 3                                 the reporting month
---------------------------------------------------------------------------------------------------------------------------
Frail Elderly
Disenrollment Summary         Location Level    Annually, due by June 1              Electronic mail or diskette submission
---------------------------------------------------------------------------------------------------------------------------
Newborn Payment               Individual        Monthly.                             Electronic mail or diskette submission
Report Table 4                Level
---------------------------------------------------------------------------------------------------------------------------
Service Utilization           Plan Level        Quarterly, within 45 days of         Electronic mail or diskette submission
Summary Tables 5 and 6                          end of reporting  quarter
---------------------------------------------------------------------------------------------------------------------------
Grievance                     Individual        Quarterly, within 45 days of         Electronic mail or diskette submission
Reporting Table 7             Level             end of reporting quarter
---------------------------------------------------------------------------------------------------------------------------
Inpatient Discharge           Individual        Quarterly, within 30 days from       Electronic mail or diskette submission
Report Table 8                Level             the end of the reporting quarter
---------------------------------------------------------------------------------------------------------------------------
Pharmacy Encounter            Individual        Quarterly, within one month          Electronic mail or CD submission
Data Table 9                  Level             from the end of the quarter
---------------------------------------------------------------------------------------------------------------------------
Claims Inventory Summary      Plan Level        Quarterly, within 45 days of the     Electronic mail of diskette submission
Report                                          end of the reporting quarter
---------------------------------------------------------------------------------------------------------------------------
Marketing Rep.                Plan Level        Monthly, within 30 days from         Electronic mail or diskette
Report Table 10                                 the end of the reporting             submission AHCA supplied
                                                month                                spreadsheet template
---------------------------------------------------------------------------------------------------------------------------
Provider Network              Location Level    At least monthly                     Electronic submission to
Report Table 11                                                                      enrollment and disenrollment
                                                                                     services contractor in format
                                                                                     specified by enrollment and
                                                                                     disenrollment services
                                                                                     contractor
---------------------------------------------------------------------------------------------------------------------------
Child Health Check-Up         Plan Level        Annually, for previous               Electronic mail or diskette
Reporting Table 12                              federal fiscal year                  submission of completed Child
                                                (Oct-Sept) due by January 15         Health Check-Up Reporting 15,
                                                                                     spreadsheet file
---------------------------------------------------------------------------------------------------------------------------
Child Health Check-Up         Plan Level        As required by Section               Electronic mail or diskette
Reporting, Table 13                             10.8.1 f. of this contract           submission of completed
                                                                                     spreadsheet file
---------------------------------------------------------------------------------------------------------------------------
AHCA Quality                  Plan Level        Annually, for previous               Electronic mail, CD ROM or diskette
Indicators                                      calendar year, due October 1.        submission
---------------------------------------------------------------------------------------------------------------------------
Frail/Elderly Care            Individual Level  Quarterly, within 45 days            Electronic mail, CD ROM or diskette
Service Utilization                             of end of reporting                  submission
Report                                          quarter
---------------------------------------------------------------------------------------------------------------------------
Financial Reporting           Plan Level        Quarterly, within 45 days            AHCA supplied spreadsheet template on
                                                of end of reporting quarter          diskette
---------------------------------------------------------------------------------------------------------------------------
Audited Financial Report      Plan Level        Annually, within 90 days of          Electronic mail or diskette submission
                                                end of plan Fiscal Year
---------------------------------------------------------------------------------------------------------------------------
Minority Business             Individual        Monthly by the fifteenth             Electronic mail
Enterprise Contract           Level
Reporting
---------------------------------------------------------------------------------------------------------------------------
Suspected Fraud Reporting     Plan Level        As required by Section 60.2.16       As required by Section 60.2.16
---------------------------------------------------------------------------------------------------------------------------
Behavioral Health:            Area 6 and        Monthly, within 15 days              Electronic mail or diskette
Allocation of Recipients,     Area 1            of the beginning of the              submission of completed
Targeted Case Management.     Location          reporting month                      agency-supplied template
Grievance, and Critical       Level
Incident Reporting
---------------------------------------------------------------------------------------------------------------------------
Behavioral Health:            Area 6 and        Quarterly, within 45 days            Electronic mail or diskette
Service Utilization           Area 1 Location   of the end of the quarter            submission of completed
Detail and Summary            Level and                                              agency-supplied template
                              Individual
                              Level
---------------------------------------------------------------------------------------------------------------------------
Behavioral Health:            Area 6 and        Annually, due no later than          Electronic mail or diskette
Annual Expenditure            Area 1 Plan       April 1.                             submission of completed
Report                        Level                                                  agency-supplied template
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

            AHCA CONTRACT No. FA312, AMENDMENT NO. 003, PAGE 6 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

41.  Attachment I, Section 60.2.13, Frail/Elderly Care Service Utilization
     Reporting (F***YYQ*.dbf)is deleted and replaced as follows:

              The plan shall provide recipient-specific service utilization data
              in the electronic format specified below. The services reported
              represent the comprehensive array of services that might be
              necessary to maintain a member at home while avoiding nursing home
              placement, including acute and long-term care services.

              These reports must be provided as ASCII, fixed length text files,
              with two files, per recipient per month. There will be one file
              for long-term care services and one file for acute care services.
              For example, if a recipient were enrolled for an entire quarter,
              you would have three separate records in each of two separate
              files that are submitted once for the entire quarter. These two
              files, the LTC Services file and the Acute Care Services file,
              must be submitted once every quarter to your "DOEA/AHCA contract
              manager. You will have up to three months after the last month in
              a specific quarter to submit the Quarterly report.

              If no units of service are provided in a category or if the
              category is not applicable to you, fill that field with the
              specified number of spaces (using the spacebar) that match that
              particular field length. Right justify all fields unless noted
              otherwise. For amount paid, include the sum of Medicaid and
              Medicare crossover claims (deductibles and co-pays for Medicare
              claims). If you have questions about the definitions of these
              services please reference the appropriate Medicaid coverage and
              limitations handbook for Medicaid state plan services. Note:
              Please do not use commas between fields. Round currency to the
              nearest dollar amount.

              FILE 1: LONG-TERM CARE SERVICES

<TABLE>
<CAPTION>
                                                                                    FIELD      START
FIELD NAME                DESCRIPTION                        UNIT OF MEASUREMENT   LENGTH       COL.     END COL.    TEXT/NUMERIC
<S>           <C>                                            <C>                   <C>         <C>       <C>         <C>
 SSN          Social Security Number (left justify)                000000000          9           1          9         Numeric
 MEDICAID     Medicaid ID Number                                  0000000000         10          10         19         Numeric
 ENROLL       Initial Date of Program Enrollment                      MMYYYY          6          20         25         Numeric
 DISENROL     Date of Disenrollment, if Applicable                    MMYYYY          6          26         31         Numeric
 REINST       Reinstate date                                          MMYYYY          6          32         37         Numeric
 ALF          ALF Resident Indicator                             l=Yes; 2=No          1          38         38         Numeric
 MONTH        Report Month                                            MMYYYY          6          39         44         Numeric
</TABLE>

<TABLE>
<CAPTION>
   LTC                                                       UNIT OF SERVICE/
SERVICES             DESCRIPTION                                   COST
<S>           <C>                                            <C>                      <C>        <C>        <C>        <C>
 ADCOMP       Adult Companion Services                        15 Minute Unit          4          45         48         Numeric
 ADAYHLTH     Adult Day Health Services                       15 Minute Unit          4          49         52         Numeric
 ALFSVS       Assisted Living Services                                  Days          2          53         54         Numeric
 ALFSVS$$     Assisted Living Services                           Amount Paid          6          55         60         Numeric
 ATTCARE      Attendant Care Services                         15 Minute Unit          4          61         64         Numeric
 CASEAID      Case Aide                                       15 Minute Unit          4          65         68         Numeric
 CASEMGMT     Case Management (Internal)                      15 Minute Unit          4          69         72         Numeric
 CHORE        Chore Services                                  15 Minute Unit          2          73         74         Numeric
 COM_MH       Community Mental Health                                  Visit          2          75         76         Numeric
</TABLE>

------------------
- Medicare crossovers are amounts that are billed to Medicaid for those Medicaid
clients who are also eligible for Medicare.

            AHCA CONTRACT No. FA312, AMENDMENT NO. 003, PAGE 7 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

<TABLE>
<CAPTION>
                                                                                         FIELD     START
FIELD NAME                      DESCRIPTION                     UNIT OF MEASUREMENT      LENGTH     COL.     END COL.  TEXT/NUMERIC
----------                      -----------                     -------------------      ------     ----     --------  ------------
<S>            <C>                                              <C>                      <C>       <C>       <C>       <C>
CNMS_$$        Consumable Medical Supplies                            Amount Paid          6         77         82        Numeric
COUNSEL        Counseling                                          15 Minute Unit          4         83         86        Numeric
DME_$$         Durable Medical Equipment                              Amount Paid          6         87         92        Numeric
ENVIRAA        Environmental Accessibility Adaptations                        Job          2         93         94        Numeric
ESCORT         Escort Services                                     15 Minute Unit          4         95         98        Numeric
FAMT_I         Family Training Services (Individual)               15 Minute Unit          2         99        100        Numeric
FAMT_G         Family Training Services (Group)                    15 Minute Unit          2        101        102        Numeric
FINARRS        Financial Assessment/Risk Reduction Services        15 Minute Unit          4        103        106        Numeric
FINM_RRS       Financial Maintenance/Risk Reduction Services       15 Minute Unit          4        107        110        Numeric
HDMEAL         Home Delivered Meals                                          Meal          2        111        112        Numeric
HOMESRVS       Homemaker Services                                  15 Minute Unit          4        113        116        Numeric
MH_CM          Mental Health Case Management                       15 Minute Unit          4        117        120        Numeric
SNF            Nursing Facility Services- Long-term                          Days          2        121        122        Numeric
NUTR_RRS       Nutritional Assessment/Risk
               Redaction Services                                  15 Minute Unit          4        123        126        Numeric
OT             Occupational Therapy                                15 Minute Unit          4        127        130        Numeric
PCS            Personal Care Services                              15 Minute Unit          4        131        134        Numeric
PERS_I         Personal Emergency Response
               System Installation                                            Job          2        135        136        Numeric
PERS_M         Personal Emergency Response
               System-Maintenance                                             Day          2        137        138        Numeric
PEST_I         Pest Control - Initial Visit                                   Job          2        139        140        Numeric
PEST_M         Pest Control - Maintenance                                   Month          1        141        141        Numeric
PT             Physical Therapy                                    15 Minute Unit          4        142        145        Numeric
RISKREDU       Physical Risk Assessment and
               Reduction                                           15 Minute Unit          4        146        149        Numeric
PRIVNURS       Private Duty Nursing Services                       15 Minute Unit          4        150        153        Numeric
PT_R           Registered Physical Therapist                                Visit          2        154        155        Numeric
RSPTH          Respiratory Therapy                                 15 Minute Unit          4        156        159        Numeric
RESP_HM        Respite Care - In Home                              15 Minute Unit          4        160        163        Numeric
RESP_FAC       Respite Care - Facility-Based                                 Days          2        164        165        Numeric
NURSE          Skilled Nursing                                              Visit          4        166        169        Numeric
SPTH           Speech Therapy                                      15 Minute Unit          4        170        173        Numeric
TRANSPOR       Transportation Services (not included
               In Escort or Adult Day Health services)                      Trips          3        174        176        Numeric
OTH_UNIT       Other LTC Service not listed (unit)                     Unit/Visit          6        177        182        Numeric
DESCR_1        Description of other LTC service                                           35        183        217           Text
OTH_$$         Other LTC service not listed (amount)                  Amount Paid          6        218        223        Numeric
DESCR_2        Description of other LTC service                                           35        224        258           Text
</TABLE>

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 003, PAGE 8 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

FILE 2: ACUTE CARE SERVICES

<TABLE>
<CAPTION>
                                                                                      FIELD      START
CODE   FIELD NAME               DESCRIPTION                    UNIT OF MEASUREMENT    LENGTH      COL.    END COL.   TEXT/NUMERIC
----   ----------               -----------                    -------------------    ------      ----    --------   ------------
<S>    <C>          <C>                                        <C>                    <C>        <C>      <C>        <C>
       ACUTE                                                     UNITS OF SERVICE/
       SERVICES     DESCRIPTION                                        COST
       SSN          Social Security Number (left justify)            000000000           9          1         9         Numeric
       MEDICAID     Medicaid ID Number                              0000000000          10         10        19         Numeric
       MONTH        Report Month                                        MMYYYY           6         20        25         Numeric
       CLINIC       Clinic Services                                      Visit           2         26        27         Numeric
       CLINIC$$     Clinic Services Costs                                Visit           2         28        29         Numeric
       DENTAL       Dental Services                                      Visit           6         30        35         Numeric
       DENTAL$$     Dental Services Costs                          Amount Paid           6         36        41         Numeric
       DIALYSIS     Dialysis Center                                      Visit           2         42        43         Numeric
       DIALYS$$     Dialysis Center Costs                          Amount Paid           6         44        49         Numeric
       ER           Emergency Room Services                              Visit           2         50        51         Numeric
       ER_$$        Emergency Room Services Costs                  Amount Paid           6         52        57         Numeric
       FQHC         FQHC Services                                        Visit           2         58        59         Numeric
       FQHC_$$      FQHC Services Costs                            Amount Paid           6         60        65         Numeric
       HEAR         Hearing Services including hearing aids        Amount Paid           6         66        71         Numeric
       INPTSVS      Inpatient Hospital Services                            Day           3         72        74         Numeric
       INPTSV$$     Inpatient Hospital Services Costs              Amount Paid           6         75        80         Numeric
       LAB          Independent Laboratory or
                    Portable X-ray Services                        Amount Paid           6         81        86         Numeric
       ARNP         Nurse Practitioner Services                          Visit           2         87        88         Numeric
       ARNP_$$      Nurse Practitioner Services Costs              Amount Paid           6         89        94         Numeric
       RX_$$        Pharmaceuticals                                Amount Paid           6         95       100         Numeric
       PA           Physical Assistant                                   Visit           2        101       102         Numeric
       PA_$$        Physical Assistant Costs                       Amount Paid           6        103       108         Numeric
       MD           Physician Services                                   Visit           2        109       110         Numeric
       MD_$$        Physician Services Costs                       Amount Paid           6        111       116         Numeric
       OUTPT        Outpatient Hospital Services                     Encounter           3        117       119         Numeric
       OUTPT_$$     Outpatient Hospital Services Costs             Amount Paid           6        120       125         Numeric
       PODIATRY     Podiatry                                             Visit           2        126       127         Numeric
       PODIAT$$     Podiatry Costs                                 Amount Paid           6        128       133         Numeric
       RURAL        Rural Health Services                                Visit           2        134       135         Numeric
       RURAL$$      Rural Health Services Costs                    Amount Paid           6        136       141         Numeric
       SNFREHA$     Skilled nursing facility
                    services-rehabilitation**                      Amount Paid           6        142       147         Numeric
       EYE_$$       Visual Services Including eyeglasses           Amount Paid           6        148       153         Numeric
       OTH_UNIT     Other Acute Service not listed (unit)          Unit/ Visit           6        154       159         Numeric
       DESCR_1      Description of other Acute service                                  35        160       194            Text
       OTH_$$       Other Acute service not listed (amount)        Amount Paid           6        195       200         Numeric
       DESCR_2      Description of other Acute service                                  35        201       235            Text
</TABLE>

**Medicare Crossovers

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 003, PAGE 9 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

42.  Attachment I, Section 70.1 Agency Contract Management, is amended to read:

              The Division of Medicaid 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.

              The terms of this contract do not limit or waive the ability,
              authority or obligation of the Office of Inspector General, Bureau
              of Medicaid Program Integrity, its contractors, or other duly
              constituted government units (state or federal) to audit or
              investigate matters related to, or arising out of this contract.

43.  Attachment I, Section 70.10 Disputes, is amended to read:

              Any disputes which arise out of or relate to this contract shall
              be decided by the agency's Division of Medicaid which shall reduce
              the decision to writing and serve a copy on the plan. The written
              decision of the agency's Division of Medicaid shall be final and
              conclusive. The Division will render its final decision based upon
              the written submission of the plan and the agency, unless, at the
              sole discretion of the Division director, the Division allows an
              oral presentation by the plan and the agency. If such a
              presentation is allowed, the information presented will be
              considered in rendering the Division's decision. 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.

44.  Attachment I, Section 70.17, Sanctions, d. is amended to read:

              Imposition of a fine for violation of the contract with the
              agency, pursuant to Section 409.912(20), F.S. With respect to any
              nonwillful violation, such fine shall not exceed $2,500 per
              violation. In no event shall such fine exceed an aggregate amount
              of $10,000 for all nonwillful violations arising out of the same
              action. With respect to any knowing and willful violation of
              Section 409.912, F.S. or the contract with the agency, the agency
              may impose a fine upon the entity in an amount not to exceed
              $20,000 for each such violation. In no event shall such fine
              exceed an aggregate amount of $100,000 for all knowing and willful
              violations arising out of the same action.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 003, PAGE 10 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

45.  Attachment I, Section 80.7 is deleted.

46.  Attachment I, Section 90.0, Payment and Authorized Enrollment Levels, Table
1 is amended as shown below.

   TABLE 1                PROJECTED ENROLLMENT

<TABLE>
<CAPTION>
  COUNTY               MAXIMUM ENROLLMENT LEVEL
  ------               ------------------------
<S>                    <C>
BREVARD                        12,000
BROWARD                        22,000
CHARLOTTE                           0
CITRUS                              0
DADE                           24,500
DUVAL                               0
ESCAMBIA                            0
HERNANDO                        7,000
HIGHLANDS                           0
HILLSBOROUGH                   27,000
LEE                             8,500
MANATEE                        12,000
MARION                              0
ORANGE                         30,000
OSCEOLA                         6,500
PALM BEACH                     15,000
PASCO                           6,500
PINELLAS                       15,000
POLK                           25,000
SANTA ROSA                          0
SARASOTA                        3,800
SEMINOLE                        4,500
VOLUSIA                             0
</TABLE>

47.  Attachment I, Section 90.0, 2nd paragraph is amended to read:

         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 $605,932,000.00
         expressed on page three of this contract.

48. Attachment I, Section 110.4, paragraph 6.B, is amended to read:

     B.  Forward any unresolved concerns involving the HMO and the CHD to the
Division of Medicaid.

49.  This amendment shall begin on April 1, 2003, or the date on which the
amendment has been signed by both parties, whichever is later.

         All provisions in the Contract and any attachments thereto in conflict
with this amendment shall be and are hereby changed to conform with this
amendment.

         All provisions not in conflict with this amendment are still in effect
and are to be performed at the level specified in the Contract.

         This amendment and all its attachments are hereby made a part of the
Contract.

         This amendment cannot be executed unless all previous amendments to
this Contract have been fully executed.

                 AHCA CONTRACT NO. FA312, AMENDMENT NO. 003, PAGE 11 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT
FEBRUARY 2003

         IN WITNESS WHEREOF, the parties hereto have caused this 12 page
amendment (including all attachments) to be executed by their officials
thereunto duly authorized.

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

SIGNED                                         SIGNED
BY: /s/ Todd S. Farha                          BY: /s/ Rhonda Medows
    ---------------------------                    -----------------------------

NAME: Todd S. Farha                            NAME: Rhonda Medows, M.D., FAAFP

TITLE: CEO                                     TITLE: Secretary

DATE: 4/30/03                                  DATE: 5/21/03

FEDERAL ID NUMBER:

59-2583622

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 003, PAGE 12 OF 12

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

                             AHCA CONTRACT NO. FA312
                                AMENDMENT NO. 004

     THIS AMENDMENT, 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 Stay Well Health Plan of Florida, hereinafter referred to
as the "Provider," is hereby amended as follows:

1.   Attachment I, Section 10.3, Ineligible Recipients, subsection f. is amended
     to read:

     f.  Medicaid eligible beneficiaries who have other creditable health care
         coverage like CHAMPUS or a private HMO.

2.   Attachment I, Section 10.8.6, Hearing Services, is amended to read;

     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.

3.   Attachment I, Section 10.10, Incentive Programs, is amended to include a
     new subsection d.

     d.  The plan may offer an Agency-approved program for pregnant women in
         order to encourage the commencement of prenatal care visits in the
         first trimester of pregnancy and successful completion of prenatal and
         post-partum care to promote early intervention and prenatal care to
         decrease infant mortality and low birth weight and to enhance healthy
         birth outcomes. The program may include the provision of maternity and
         health-related items and education as an incentive. The request for
         approval must contain a detailed description of the program and its
         mission.

4.   Attachment I, Section 20.1, Availability/Accessibility of Services, is
     amended to include a third and fourth paragraph to read:

     If the plan is unable to provide medically necessary services covered under
     the contract to a particular beneficiary, the plan must adequately and
     timely cover these services outside of the network for the beneficiary for
     as long as the plan is unable to provide them.

     The plan must require out-of-network providers to coordinate with respect
     to payment and must ensure that cost to the beneficiary is no greater than
     it would be if the covered services were furnished within the network.

5.   Attachment I, Section 20.2, Minimum Standards, is amended to include a new
     subsection h. Former subsections h., i. and j. remain unchanged and are
     renamed consecutively, as i., j., and k.

     h.  By October 1, 2003, at least one pediatrician or one county health
         department, a federally qualified health center, or a rural health
         clinic within 30 minutes of typical travel time, providing care or
         coverage on a 24 hours a day, 7 days a week basis. The Agency may
         waive this requirement in writing for rural areas and where there are
         no pediatricians, county health departments, federal qualified health
         centers, or rural health clinics within 30 minutes of typical travel
         time.

6.   Attachment 1, 20.8, Case Management/Continuity of Care, is amended to
     include new subsection f. Former subsection f. becomes subsection g.

     f   Coordination of services the plan furnishes to the beneficiary with
         services the beneficiary receives from any other managed care entity
         during the same period of enrollment.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 004, PAGE 1 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

7.   Attachment I, is amended to include new Section 20.8.13, Individuals with
     Special Health Care Needs, as follows:

     20.8.13 INDIVIDUALS WITH SPECIAL HEALTH CARE NEEDS

     The plan shall implement mechanisms for identifying, assessing and ensuring
     the existence of a treatment plan for individuals with special health care
     needs, as specified in Section 20.12, Quality Improvement.

     The plan shall implement procedures to deliver primary care to and
     coordinate health care service for all beneficiaries. These procedures must
     meet the following requirements:

     a.  Ensure that each beneficiary has an ongoing source of primary care
         appropriate to his/her needs and a person or entity formally designated
         as primarily responsible for coordinating the health care services
         furnished to the beneficiary.

     b.  Coordinate the services the plan furnishes to the beneficiary with the
         services the beneficiary receives from any other managed cars entity
         during the same period of enrollment.

     c.  Share with other managed care organizations serving the beneficiary
         with special health care needs the results of its identification and
         assessment of that beneficiary's needs to prevent duplication of those
         activities.

     d.  Ensure that in the process of coordinating care, each beneficiary's
         privacy is protected in accordance with the privacy requirements in 45
         CFR Part 160 and 164 Subparts A and E, to the extent that they are
         applicable.

8.   Attachment I, Section 20.11, Grievance System Requirements, introduction
     and subsection a. are amended to read:

     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.  Ensure that the individuals who make decisions on grievances and
         appeals are individuals who were not involved in any previous level of
         review or decision-making and who are health care professionals having
         the appropriate clinical expertise, as determined by the Agency, in
         treating the beneficiary's condition or disease if deciding any of the
         following:

         An appeal of a denial that is based on lack of medical necessity.

         A grievance regarding denial of expedited resolution of an appeal.

         A grievance or appeal that involves clinical issues.

9.   Attachment I, Section 20.11, Grievance System Requirements, subsection f.
     is amended to read:

     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. The plan shall give reasonable assistance in completing
         forms and taking other procedural steps. This includes but is not
         limited to providing interpreter services and toll-free numbers that
         have adequate TTY/TTD and interpreter capability.

10.  Attachment I, Section 20.11, Grievance System Requirements, subsection i.
     1. is amended to read:

     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.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 004, PAGE 2 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

         The process for appeals must:

         Acknowledge receipt of a grievance or appeal. Provide that a record of
         oral inquiries seeking to appeal an action shall be maintained and
         include date of inquiry, name, and nature of appeal. Upon receipt of a
         written and signed appeal, the plan shall process the appeal for
         resolution using the date of the oral inquiry as the date of receipt.
         The terms "appeal" and "action" are defined in 42 CFR 438.400.

         Provide the beneficiary a reasonable opportunity to present evidence
         and allegations of fact or law in person as well as in writing. The
         plan must inform the beneficiary of the limited time available for this
         in the case of expedited resolution.

         Provide the beneficiary and his or her representative opportunity
         before and during the appeals process to examine the beneficiary's case
         file, including medical records and any other documents and records
         considered during the appeals process.

         Include as parties to the appeal the beneficiary and his or her
         representative, or the legal representative of a deceased beneficiary's
         estate.

11.  Attachment I, Section 20.12, Quality Improvement, subsection c. is amended
     to read:

     c.  At least three Agency-approved 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.

         Pursuant to 42 CFR 438.240, the projects shall focus on clinical and
         nonclinical areas. These projects must be designed to achieve, through
         ongoing measurements and intervention, significant improvement,
         sustained over time, in clinical care and nonclinical care areas that
         are expected to have a favorable effect on health outcomes and enrollee
         satisfaction. Each performance improvement project must be completed in
         a reasonable time period so as to generally allow information on the
         success of performance improvement projects in the aggregate to produce
         new information on quality of care every year. The Centers for Medicare
         and Medicaid Services, in consultation with states and other
         stakeholders, may specify performance measures and topics for
         performance improvement projects. 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.   Implement system interventions to achieve improvement in quality.

         5.   Evaluate the effectiveness of the interventions.

         6.   Plan and initiate activities for increasing or sustaining
              improvement.

         7.   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

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 004, PAGE 3 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

              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 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 fay 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 beneficiaries and staff on the role of the peer review authority
     and the process to advise the authority of situations or problems.

12.  Attachment I, Section 20.12, Quality Improvement, is amended to include
     subsection d. as follows:

     d.  Pursuant to 42 CFR 438.208(c)(1), the plan shall implement mechanisms
         to identify persons with special health care needs, as those persons
         are defined by the Agency.

13.  Attachment I, Section 2045, Quality and Performance Measures Review, first
     and second paragraph is amended to read:

     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. During state fiscal year 2003-2004, the Agency, in
     conjunction with Medicaid managed care plans, will design and implement an
     enhanced quality assurance system to provide for the delivery of quality
     care with the primary goal of improving the health status of enrollees. The
     design could include but may not be limited to reviewing CHCUP rates, a
     selection of the required reporting measures, and the results of each
     plan's performance improvement projects. This collaborative initiative may
     involve meetings and conference calls.

     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.

14.  Attachment 1, Section 30.2.1, Prohibited Activities, subsection d. is
     amended to read:

     d.  In accordance with Section 409.912(19), F.S., granting or offering of
         any monetary or other valuable consideration for enrollment, except as
         authorized by Section 409,912(22), F.S.

15.  Attachment 1, Section 30,6, Enrollment, subsection, b. last paragraph:

     b.  New eligibles and existing beneficiaries subject to open enrollment who
         change from their current Medicaid managed health care plan shall
         remain enrolled in their plan for 12 months. Additionally,
         beneficiaries who are reinstated or regain eligibility within 60 days
         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. Beneficiaries will only be allowed to disenroll from

            AHCA CONTRACT NO, FA312, AMENDMENT NO. 004, PAGE 4 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

         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.

16.  Attachment I, Section 30.7, Member Notification, introductory paragraph is
     amended to read:

     The plan shall develop and implement written enrollment procedures which
     shall be used to notify all new plan members of enrollment with the plan.
     The plan must give each beneficiary written notice of any change in the
     information required by this section, 42 CFR 438.10(f)(6), and 42
     CFR 438.10(g) and (h), at least 30 days before the intended effective date
     of the change.

17.  Attachment I, Section 30.7.1, Member Services Handbook, is amended to read:

     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, counseling and referral
     services available under the plan and how to access these; information that
     interpretation services and alternative communication systems are
     available, free of charge, for all foreign languages, and how to access
     these services; information that post-stabilization services are provided
     without prior authorization; information that services will continue upon
     appeal of a suspended authorization and that the beneficiary may have to
     pay in case of an adverse ruling; information regarding the health care
     advance directives pursuant to Chapter 765, F.S., 42 CFR 422.128; and
     information that beneficiaries may obtain from the plan information
     regarding quality performance indicators, including aggregate beneficiary
     satisfaction data.

18.  Attachment I, Section 30.8, Enrollment Reinstatements, first paragraph, is
     amended to read:

     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 60 days and is
     automatically reinstated as a plan member. In addition, unless requested by
     the beneficiary, 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
     6 months of his/her managed care enrollment, and is reinstated as a plan
     member by the agency's enrollment and disenrollment services contractor.
     The plan is responsible for assigning all reinstated beneficiaries to the
     primary care physician who was treating them prior to loss of eligibility,
     unless the beneficiary 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. Beneficiaries who were previously enrolled in a managed care plan and
     lose eligibility and regain eligibility after 60 days will be treated as
     new eligibles.

19.  Attachment I, Section 30.12.1, Voluntary Disenrollments, is amended to
     include subsections f. and g. as follows;

     f.  A beneficiary may request disenrollment as follows:

         1.   For good cause, at any time,

         2.   Without cause, at the following times:

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 004, PAGE 5 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

              (a) During the 90 days following the beneficiary's initial
                  enrollment or the dare the Agency sends the beneficiary notice
                  of the enrollment, whichever is later.

              (b) At least every 12 months thereafter.

              (c) Upon enrollment reinstatement according to Section 30.8,
                  Enrollment Reinstatements, of this contract, if the temporary
                  loss of Medicaid eligibility has caused the beneficiary to
                  miss the annual disenrollment opportunity.

              (d) When the Agency grants the beneficiary the right to terminate
                  enrollment without cause as an intermediate sanction specified
                  in 42 CFR 438.702(a)(3).

     g.  If a disenrollment request is not reviewed by the Agency within the
         time frames specified in this section, the disenrollment is considered
         approved.

20.  Attachment I, Section 30.12.2, Involuntary Disenrollments, subsection g. is
     amended to read:

     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, volume of utilization, and
        periodically missed appointments.

21.  Attachment I is amended to include new Section 40.14, Certification of
     Reported Data. Subsequent sections are renumbered.

     40.14    CERTIFICATION OF REPORTED DATA

     Data reported as provided in Section 60.0, Reporting Requirements, and data
     specified in 42 CFR 438.604, must be certified by one of the following: the
     plan's chief executive officer, the chief financial officer, or an
     individual who has delegated authority to sign for and who reports directly
     to the plan's chief executive officer or chief financial officer.

     Based on best knowledge, information, and belief, the certification must
     attest to the accuracy, completeness, and truthfulness of the data and of
     the documents specified by the Agency. The plan must submit the
     certification concurrently with the certified data.

22.  Attachment I, Section 60.2, HMO Reporting Requirements, first paragraph is
     amended to read:

     The plan is responsible for complying with all the reporting requirements
     established by the Agency. All reports identified in Table 1 of Section
     60.0 that are subject to the federal HIPAA regulations must be in
     compliance as of October 16,2003. 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.
     When Agency payments to a plan are based on data submitted by the plan, the
     Agency requires certification of the data as provided in 42 CFR 438.606.

     The data that must be certified include but are not limited to enrollment
     information, encounter data, and other information required by the Agency
     and contained in contracts, proposals, and related documents. Certification
     is required, as provided in Section 42 CFR 438.606, for all documents
     specified by the Agency.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 004, PAGE 6 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

23.  Attachment I, Section 60.2, HMO Reporting Requirements, third paragraph is
     deleted and replaced by the following:

     Beginning July 1,2003, the reporting of pharmacy data (as defined in
     Section 60.2.8) will be discontinued for the remainder of the contract
     term. As of October 16,2003, inpatient data can no longer be transmitted
     directly to the Bureau of Managed Health Care, as defined in Section
     60.2.7. Instead, these data records must be submitted to the fiscal agent's
     State Healthcare Clearinghouse. The inpatient data records must conform to
     the HIPAA X12N837I (inpatient) encounter transaction requirements. The
     Agency is currently preparing model HIPAA encounter transactions for
     inpatient data. These model examples along with Medicaid compliance
     guidelines will be made available to the plans.

     The Agency will establish a Medicaid comprehensive managed care encounter
     information system in fiscal year 2004/05. Fiscal year 2003/04 will be used
     for needs assessment, design/testing, and other related tasks towards the
     creation of this information system. This effort will be performed in
     collaboration with the Agency, the plans, and other relevant parties. The
     plan must be able to submit all data, meet all the requirements, and be
     certified by the Agency by June 30, 2004, in order to be considered as
     2004-2006 contractor.

24.  Attachment I, Section 60.2.7, Inpatient Discharge Report (H***YYQ*.dbf),
     second paragraph, is amended to read:

     Until October 15, 2003, 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. Beginning October 16, 2003, these data records must
     be submitted to tie fiscal agent's State Healthcare Clearinghouse.
     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.

25.  Attachment I, Section 70.18, Subcontracts, first paragraph is amended to
     read:

     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 must
     comply with 42 CFR 438.230. 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.

26.  Attachment I, Section 70.18, Subcontracts, subsection a. 5. is amended to
     read:

     5.  Physician incentive plans must comply with 42 CFR 417.479, 42 CFR
         438.6(h), 42 CFR 422.208 and 42 CFR 422.210. 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.

27.  Attachment I, Section 70.18, Subcontracts, is amended to include new
     subsection d. 13. as follows:

     13. Provide for revoking delegation or imposing other sanctions if the
         subcontractor's performance is inadequate.

28.  Attachment I, Section 80.1, Payment to Plan by Agency, subsection a. is
     amended to read:

     a.  Until December 31, 2003, 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.

            AHCA CONTRACT No. FA312, AMENDMENT NO. 004, PAGE 7 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

29.  Attachment I, Section 80.1, Payment to Plan by Agency, subsection c. is
     amended to read:

     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 and in
         accordance with 42 CFR 438.6(c).

30.  Attachment I, Section 90.0, Payment and Authorized Enrollment Levels,
     Tables 1, 2, and 3 are amended as shown below:

         Table 1                        Enrollment Levels

<TABLE>
<CAPTION>
 COUNTY                      MAXIMUM ENROLLMENT LEVEL
 ------                      ------------------------
<S>                          <C>
BREVARD                              14,000
BROWARD                              25,000
CHARLOTTE                                 0
CITRUS                                    0
DADE                                 25,000
DUVAL                                     0
ESCAMB1A                                  0
HERNANDO                              8,500
HIGHLANDS                                 0
HILLSBOROUGH                         28,000
LEE                                  10,000
MANATEE                              12,000
MARION                                    0
ORANGE                               32,000
OSCEOLA                               8,000
PALM BEACH                           15,000
PASCO                                 7,000
PINELLAS                             15,000
POLK                                 25,000
SANTA ROSA                                0
SARASOTA                              4,500
SEMINOLE                              5,000
VOLUSIA                                   0
</TABLE>

Table 2

Area Wide Age-Banded Capitation Rates for all Agency Areas of the State other
than Agency Areas 3 and 6.

Area 03
<Table>
<Caption>
                      less than
                       1 year    1-5      6-13     14-20 Male     14-20 Female    21-54 Male    21-54 Female    55-64        65+
<S>                   <C>       <C>      <C>       <C>            <C>             <C>           <C>            <C>         <C>
TANF/FC/SOBRA          305.78    75.13    47.68       53.83          116.09         133.55        205.99       313.63      313.63
SSI/No Medicare       1720.66   315.02   170.52      178.81          178.81         540.00        540.00       554.27      554.27
SSI/Part B             286.46   286.46   286.46      286.46          286.46         286.46        286.46       286.46      286.46
SSI/Part A & B         258.46   258.46   258.46      258.46          258.46         258.46        258.46       258.46      182.71
</Table>

Area 04

<Table>
<Caption>
                      less than
                       1 year    1-5      6-13     14-20 Male     14-20 Female    21-54 Male    21-54 Female    55-64        65+
<S>                   <C>       <C>      <C>       <C>            <C>             <C>           <C>            <C>         <C>
TANF/FC/SOBRA          270.31    66.66    42.38       47.99          103.04         118.93        183.04       279.28      279.28
SSI/No Medicare       1587.11   292.82   156.67      164.53          164.53         496.73        496.79       510.11      510.11
SSI/Part B             247.29   247.29   247.29      247.19          247.29         247.29        247.29       247.29      247.29
SSI/Part A & B         262.19   262.19   262.19      262.19          262.19         262.19        262.19       262.19      185.23
</Table>

Area 05

<Table>
<Caption>
                      less than
                       1 year    1-5      6-13     14-20 Male     14-20 Female    21-54 Male    21-54 Female    55-64        65+
<S>                   <C>       <C>      <C>       <C>            <C>             <C>           <C>            <C>         <C>
TANF/FC/SCBRA          284.82    69.97    44.29       50.06          108.08         124.17        191.63       291.66      291.66
SSI/No Medicare       1625.98   299.92   159.96      167.94          167.94         507.79        507.79       521.21      521.21
SSI/Part B             214.75   214.75   214.75      214.75          214.75         214.75        214.75       214.75      214.75
SSI/Part A & B         272.08   272.08   272.08      272.08          272.08         272.08        272.08       272.08      192.15
</Table>




            AHCA CONTRACT NO. FA312, AMENDMENT NO. 004, PAGE 8 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

<Table>
<Caption>
Area 07
                   less than
                     1 year      1-5      6-13   14-20 Male   14-20 Female   21-54 Male    21-54 Female   55-64       65+
<S>                <C>        <C>       <C>      <C>          <C>            <C>           <C>           <C>       <C>
TANF/FC/SOBRA        279.09    68.63     43.55     49.34         106.06        122.13          188.27    286.92    286.92
SSI/No Medicare     1583.14   292.43    157.12    164.73         164.73        497.77          497.77    510.22    510.22
SSI/Part B           264.13   264.13    264.13    264.13         264.13        264.13          264.13    264.13    264.13
SSI/Part A & B       256.66   256.66    256.66    256.66         256.66        256.66          256.66    256.66    181.25
</Table>

<Table>
<Caption>
Area 08
                   less than
                     1 year      1-5      6-13   14-20 Male   14-20 Female   21-54 Male    21-54 Female   55-64       65+
<S>                <C>        <C>       <C>      <C>          <C>            <C>           <C>           <C>       <C>
TANF/FC/SOBRA        260.49    64.06     40.70     46.02          99.10        114.14          175.80    267.92    267.92
SSI/No Medicare     1609.24   297.43    159.65    167.50         167.50        505.94          505.94    519.02    519.02
SSI/Part B           250.18   250.18    250.18    250.18         250.18        250.18          250.18    250.18    250.18
SSI/Part A & B       250.37   250.37    250.37    250.37         250.37        250.37          250.37    250.37    176.99
</Table>

<Table>
<Caption>
Area 09
                   less than
                     1 year      1-5      6-13   14-20 Male   14-20 Female   21-54 Male    21-54 Female   55-64       65+
<S>                <C>        <C>       <C>      <C>          <C>            <C>           <C>           <C>       <C>
TANF/FC/SOBRA        278.38    68.45     43.40     49.11         105.75        121.61          187.61    285.60    285.60
SSI/No Medicare     1794.62   331.89    178.53    187.44         187.44        565.53          565.53    580.02    580.02
SSI/Part B           249.82   249.82    249.82    249.82         249.82        249.82          249.82    249.82    249.82
SSI/Part A & B       286.54   286.54    286.54    286.54         286.54        286.54          286.54    286.54    202.32
</Table>

<Table>
<Caption>
Area 10
                   less than
                     1 year      1-5      6-13   14-20 Male   14-20 Female   21-54 Male    21-54 Female   55-64       65+
<S>                <C>        <C>       <C>      <C>          <C>            <C>           <C>           <C>       <C>
TANF/FC/SOBRA        292.18    71.92     45.80     51.82         111.20        128.26          197.51    301.16    301.16
SSI/No Medicare     2164.51   399.92    214.82    225.57         225.57        680.72          680.72    697.90    697.90
SSI/Part B           265.58   265.58    265.58    265.58         265.58        265.58          265.58    265.58    265.58
SSI/Part A & B       315.61   315.61    315.61    315.61         315.61        315.61          315.61    315.61    223.03
</Table>

<Table>
<Caption>
Area 11
                   less than
                     1 year      1-5      6-13   14-20 Male   14-20 Female   21-54 Male    21-54 Female   55-64       65+
<S>                <C>        <C>       <C>      <C>          <C>            <C>           <C>           <C>       <C>
TANF/FC/SOBRA        347.27    85.05     53.71     60.63         131.25        150.48          232.46    353.22    353.22
SSI/No Medicare     2341.86   432.37    231.38    242.79         242.79        734.39          734.39    753.11    753.11
SSI/Part B           419.88   419.88    419.88    419.88         419.88        419.88          419.88    419.88    419.88
SSI/Part A & B       354.14   3534.14   354.14    354.14         354.14        354.14          354.14    354.14    250.17
</Table>


Table 3

Areas 1 and 6 Age-Banded Capitation Rates Including Community Mental Health and
Mental Health Targeted Case Management

<Table>
<Caption>
Area 01
                   less than
                     1 year      1-5      6-13   14-20 Male   14-20 Female   21-54 Male    21-54 Female   55-64       65+
<S>                <C>        <C>       <C>      <C>          <C>            <C>           <C>           <C>       <C>
TANF/FC/SOBRA        261.39    64.67     46.99     51.15         104.40        114.84          176.43    268.09    268.09
SSI/No Medicare     1619.99   303.92    213.49    207.12         207.12        548.33          548.33    543.24    543.24
SSI/Part B           288.06   288.06    288.06    288.06         288.06        288.06          288.06    288.06    288.06
SSI/Part A & B       298.23   298.23    298.23    298.23         298.23        298.23          298.23    298.23    216.25
</Table>

<Table>
<Caption>
Area 06
                   less than
                     1 year      1-5      6-13   14-20 Male   14-20 Female   21-54 Male    21-54 Female   55-64       65+
<S>                <C>        <C>       <C>      <C>          <C>            <C>           <C>           <C>       <C>
TANF/FC/SOBRA        280.20    71.58     60.20     66.25         123.28        125.59          192.18    291.84    291.84
SSI/No Medicare     1487.89   291.26    242.50    195.74         195.74        524.32          524.32    508.73    508.73
SSI/Part B           240.14   240.14    240.14    240.14         240.14        240.14          240.14    240.14    240.14
SSI/Part A & B       259.32   259.32    259.32    259.32         259.32        259.32          259.32    259.32    184.52
</Table>

31.  Attachment I, Section 100. 0, Glossary, is amended to include additional
     definitions as follows:

     ACTION - 42 CFR 438.400 - 1. The denial or limited authorization of a
     requested service, including the type or level of service. 2. The
     reduction, suspension, or termination of a previously authorized service.
     3. The denial, in whole or in part, of payment for a service. 4. The
     failure to provide services in a timely manner, as defined by the state. 5.
     The failure of the plan to act within the timeframes provided in Sec.
     438.408(b). 6. For a resident of a rural area with only one managed care
     entity, the denial of a Medicaid enrollee's request to exercise his or her
     right, under Sec. 438.52(b)(2)(ii), to obtain services outside the network.

     APPEAL - 42 CFR 438.400 - A request for review of action.

     INDIVIDUALS WITH SPECIAL HEALTH CARE NEEDS - November 6, 2000 Report to
     Congress - Individuals with special health care needs are adults and
     children who daily face physical, mental, or environmental challenges that
     place at risk their health and ability to fully function in society. They
     include, for example, individuals with mental retardation or related
     conditions; individuals with serious chronic illnesses such as Human
     Immunodeficiency Virus (HIV), schizophrenia, or degenerative neurological
     disorders; individuals with disabilities resulting from many years of
     chronic illness such as arthritis, individuals with disabilities from many
     years of chronic illness such as arthritis, emphysema or diabetes; and
     children and adults with certain environmental risk factors such as
     homelessness or family problems that lead to the need for placement in
     foster care.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 004, PAGE 9 OF 10
<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

32.  This amendment shall begin on July 1, 2003, or the date on which the
amendment has been signed by both parties, whichever is later.

          All provisions in the Contract and any attachments thereto in conflict
with this amendment shall be and are hereby changed to conform with this
amendment.

          All provisions not in conflict with this amendment are still in effect
and are to be performed at the level specified in the Contract.

          This amendment and all its attachments are hereby made a part of the
Contract.

          This amendment cannot be executed unless all previous amendments to
this Contract have been fully executed.

          IN WITNESS WHEREOF, the parties hereto have caused this 10 page
amendment (including all attachments) to be executed by their officials
thereunto duly authorized,

WELL CARE HMO, INC.                           STATE OF FLORIDA, AGENCY FOR
d/b/a Stay Well Health Plan of Florida        HEALTH CARE ADMINISTRATION

SIGNED                                        SIGNED
BY:_____________________________              BY:_________________________

NAME:___________________________              NAME: Rhonda Medows. M.D., FAAFP

TITLE:__________________________              TITLE: Secretary

DATE:___________________________              DATE:_______________________

                     REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 004, PAGE 10 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

32.  This amendment shall begin on July 1, 2003, or the date on which the
amendment has been signed by both parties, whichever is later.

          All provisions in the Contract and any attachments thereto in conflict
with this amendment shall be and are hereby changed to conform with this
amendment.

          All provisions not in conflict with this amendment are still in effect
and are to be performed at the level specified in the Contract.

          This amendment and all its attachments are hereby made a part of the
Contract.

          This amendment cannot be executed unless all previous amendments to
this Contract have been fully executed.

          IN WITNESS WHEREOF, the parties hereto have caused this 10 page
amendment (including all attachments) to be executed by their officials
thereunto duly authorized.

WELL CARE HMO, INC.                            STATE OF FLORIDA, AGENCY FOR
d/b/a StayWell Health Plan of Florida          HEALTH CARE ADMINISTRATION

SIGNED                                         SIGNED
BY: /s/ Todd S. Farha                          BY:____________________________

NAME: Todd S. Farha                            NAME: Rhonda Medows, M D., FAAFP

TITLE: Chief Executive Officer                 TITLE: Secretary

DATE: 7/1/03                                   DATE: _________________________

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

            AHCA CONTRACT NO. FA312, AMENDMENT NO, 004, PAGE 10 OF 10

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

                             AHCA CONTRACT NO. FA312
                                AMENDMENT NO. 005

     THIS AMENDMENT, 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," is hereby amended as follows:

1.   Attachment I, Section 10.1, General, third paragraph is amended to read:

     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 438.210(a), 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).

2.   Attachment I, Section 10.10, Incentive Programs, first paragraph is amended
     to read:

     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. Any incentive program
     offered must be provided to all eligible individuals and will not be used
     to direct individuals to select providers. Additionally, any limitations
     and requirements below apply to all incentive programs.

3.   Attachment I, Section 20.1, Availability/Accessibility of Services, first
     paragraph, is amended to include the following:

     The plan must allow each enrollee to choose his or her health care
     professional, as defined in Section 100.0, Glossary, to the extent possible
     and appropriate.

     Each plan shall provide the Agency with documentation of compliance with
     access requirements no less frequently than the following:

     a.   At the time it enters into a contract with the Agency.

     b.   At any time there has been a significant change in the plan's
          operations that would affect adequate capacity and services, including
          but not limited to:

          1.   Changes in plan services, benefits, geographic service area, or
               payments.

          2.   Enrollment of a new population in the plan.

4.   Attachment I, Section 20.3, Administration and Management, first paragraph
     is amended to read:

     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. Pursuant to 42 CFR
     438.210(b)(2), the plan is responsible for ensuring consistent application
     of review criteria for authorization decisions and consulting with the
     requesting provider when appropriate. 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. The plan
     must have written policies and procedures for selection and retention of
     providers. These policies and procedures must not discriminate against
     particular providers that serve high-risk populations or specialize in
     conditions that require costly treatments.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 1 OF 17

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

5.   Attachment I, Section 20.3, Administration and Management, is amended to
     include new paragraph f.

     f.   Pursuant to 42 CFR 438.236(b), the plan shall adopt practice
          guidelines that meet the following requirements:

               Are based on valid and reliable clinical evidence or a consensus
               of health care professionals in the particular field;

               Consider the needs of the enrollees.

               Are adopted in consultation with contracting health care
               professionals.

               Are reviewed and updated periodically as appropriate.

          The plan shall disseminate the guidelines to all affected providers
          and, upon request, to enrollees and potential enrollees. The decisions
          for utilization management, enrollee education, coverage of services,
          and other areas to which the guidelines apply shall be consistent with
          the guidelines.

6.   Attachment 1, 20.4.1, Fraud Prevention Policies and Procedures, last
     paragraph is amended to read:

     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 in federal health care programs under section 1128 or section
     1128A of the Social Security Act. The plan must not employ or contract with
     excluded providers and must terminate providers if they become excluded.

7.   Attachment 1, 20.8, Case Management/Continuity of Care, is amended to
     include:

     Pursuant to 42 CFR 438.208(b), the plan must implement procedures to
     deliver primary care to and coordinate health care service for all
     enrollees that:

     a.   Ensure that each enrollee has an ongoing source of primary care
          appropriate to his/her needs and a person or entity formally
          designated as primarily responsible for coordinating the health care
          services furnished to the enrollee.

     b.   Coordinate the services the plan furnishes to the enrollee with the
          services the enrollee receives from any other managed care entity
          during the same period of enrollment.

     c.   Share with other managed care organizations serving the enrollee with
          special health care needs the results of its identification and
          assessment of the enrollee's needs to prevent duplication of those
          activities.

     d.   Ensure that in the process of coordinating care, each enrollee's
          privacy is protected in accordance with the privacy requirements in 45
          CFR Part 160 and 164 Subparts A and E, to the extent that they are
          applicable.

8.   Attachment 1, Section 20.8.13, Individuals with Special Health Care Needs,
     all but the first paragraph is moved to Section 20.8, Case
     Management/Continuity of Care, as indicated above. Also, the first
     paragraph is amended as follows and the two paragraphs below it are added:

     The plan shall implement mechanisms for identifying, assessing and ensuring
     the existence of a treatment plan for individuals with special health care
     needs, as specified in Section 20.12, Quality Improvement. Mechanisms shall
     include evaluation of health risk assessments, claims data, and, if
     available, CPT/ICD-9 codes. Additionally, the plan shall implement a
     process for receiving and considering provider and enrollee input.

     In accordance with this contract and 42 CFR 438.208(c)(3), a treatment plan
     for an enrollee determined to need a course of treatment or regular care
     monitoring must be developed by the enrollee's care provider with enrollee

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 2 OF 17

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

     participation and in consultation with any specialists caring for the
     enrollee; approved by the plan in a timely manner if this approval is
     required; and developed in accordance with any applicable Agency quality
     assurance and utilization review standards.

     Pursuant to 42 CFR 438.208(c)(4), for enrollees with special health care
     needs determined through an assessment by appropriate health care
     professionals (consistent with 42 CFR 438.208(c)(2)) to need a course of
     treatment or regular care monitoring, each plan must have a mechanism in
     place to allow enrollees to directly access a specialist (for example,
     through a standing referral or an approved number of visits) as appropriate
     for the enrollee's condition and identified needs.

9.   Attachment I, Section 20.10, Emergency Care Requirements, subsection f. is
     amended to read:

     f.   In accordance with 42 CFR 438.114, the plan must also cover
          post-stabilization services without authorization, regardless of
          whether the enrollee 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.

               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.

10.  Attachment I, Section 20.11, Grievance System Requirements, is deleted and
     replaced by the following:

     20.11 GRIEVANCE SYSTEM REQUIREMENTS

     The plan must have a grievance system in place for enrollees that includes
     a grievance process, an appeal process, and access to the Medicaid fair
     hearing system. The plan must develop, implement and maintain a grievance
     system that complies with the requirements in s. 641.511, F.S., and with
     federal laws and regulations, including 42 CFR 431.200 and 438, Subpart F,
     "Grievance System." The system must include written policies and procedures
     that are approved by the Agency. The plan shall refer all enrollees and
     providers who are dissatisfied with the plan or its action to the
     grievance/appeal coordinator for processing and documentation in accordance
     with this contract and the approved policies and procedures. The nature of
     the complaint, using the definitions in this contract, determines which of
     the two processes the plan must follow. The grievance process is the
     procedure for addressing enrollee grievances, which are expressions of
     dissatisfaction about any matter other than an action, as "action" is
     defined in 100.0, Glossary. The appeal process is the procedure for
     addressing enrollee appeals, which are requests for review of an action, as
     "action" is defined in 100.0, Glossary.

     The plan must give enrollees reasonable assistance in completing forms and
     other procedural steps, including but not limited to providing interpreter
     services and toll-free numbers with TTY/TDD and interpreter capability. The
     plan must acknowledge receipt of each grievance and appeal in writing. The
     plan must ensure that decision makers on grievances and appeals were not
     involved in previous levels of review or decision-making and are health
     care professionals with clinical expertise in treating the enrollee's
     condition or disease when deciding any of the following:

          a.   An appeal of a denial based on lack of medical necessity.

          b.   A grievance regarding denial of expedited resolution of an
               appeal.

          c.   A grievance or appeal involving clinical issues.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 3 OF 17

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

     The plan must provide information on grievance, appeal, and fair hearing,
     and their respective policies, procedures, and time frames, to all
     providers and subcontractors at the time they enter into a contract.
     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. The
     information must include:

          a.   Enrollee rights to Medicaid fair hearing, the method for
               obtaining a hearing, the rules that govern representation at the
               hearing, and the DCF address for pursuing a fair hearing, which
               is Office of Public Assistance Appeals Hearings, 1317 Winewood
               Boulevard, Building 1, Room 309, Tallahassee, Florida 32399-0700.

          b.   Enrollee rights to file grievances and appeals and requirements
               and time frames for filing.

          c.   The availability of assistance in the filing process.

          d.   The toll-free numbers to file oral grievances and appeals.

          e.   Enrollee rights to request continuation of benefits during an
               appeal or Medicaid fair hearing process and, if the plan's action
               is upheld in a hearing, the fact that the enrollee may be liable
               for the cost of any continued benefits.

          f.   Enrollee rights to appeal to the Agency and the Statewide
               Provider and Subscriber Assistance Panel (Panel) after exhausting
               the plan's appeal or grievance process in accordance with s.
               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. The information must explain that a request for
               Panel review must be made by the enrollee within one year of
               receipt of the final decision letter from the plan, must explain
               how to initiate such a review, must 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.

          g.   Notice that the plan must continue enrollee benefits if:

               1.   The appeal is filed timely, meaning on or before the later
                    of the following:

                    (a)  Within 10 days of the date on the notice of action (Add
                         5 days if the notice is sent via U.S. mail)

                    (b)  The intended effective date of the plan's proposed
                         action.

               2.   The appeal involves the termination, suspension, or
                    reduction of a previously authorized course of treatment:

               3.   The services were ordered by an authorized provider:

               4.   The authorization period has not expired; and

               5.   The enrollee requests extension of benefits.

     The plan must maintain records of grievances and appeals in accordance with
     the terms of this contract.

     20.11.1 APPEAL PROCESS

     An appeal is a request for review of an "action" as defined in 100.0.
     Glossary. An enrollee may file an appeal, and a provider, acting on behalf
     of the enrollee and with the enrollee's written consent, may file an
     appeal. The appeal procedure must be the same for all enrollees.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 4 OF 17

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

          a.   Filing Requirements

               The enrollee or provider may file an appeal within 30 days of the
               date of the notice of action. If the plan does not issue a
               written notice of action, the enrollee or provider may file an
               appeal within one year of the action.

               The enrollee or provider may file an appeal either orally or in
               writing and must follow an oral filing with a written, signed
               appeal. For oral filings, time frames for resolution begin on the
               date the plan receives the oral filing.

          b.   General Plan Duties

               The plan must:

                    1.   Ensure that oral inquiries seeking to appeal an action
                         are treated as appeals and confirm those inquiries in
                         writing, unless the enrollee or the provider requests
                         expedited resolution.

                    2.   Provide a reasonable opportunity to present evidence,
                         and allegations of fact or law, in person as well as in
                         writing.

                    3.   Allow the enrollee and representative opportunity,
                         before and during the appeals process, to examine the
                         enrollee's case file, including medical records, and
                         any other documents and records.

                    4.   Consider the enrollee, representative, or estate
                         representative of a deceased enrollee as parties to the
                         appeal.

                    5.   Resolve each appeal, and provide notice, as
                         expeditiously as the enrollee's health condition
                         requires, within State-established time frames not to
                         exceed 45 days from the day the plan receives the
                         appeal.

                    6.   Continue the enrollee's benefits if:

                         (a)  The appeal is filed timely, meaning on or before
                              the later of the following:

                              Within 10 days of the date on the notice of action
                              (Add 5 days if the notice is sent via U.S. mail).

                              The intended effective date of the plan's proposed
                              action.

                         (b)  The appeal involves the termination, suspension,
                              or reduction of a previously authorized course of
                              treatment;

                         (c)  The services were ordered by an authorized
                              provider;

                         (d)  The authorization period has not expired; and

                         (e)  The enrollee requests extension of benefits.

                    7.   Provide written notice of disposition that includes the
                         results and date of appeal resolution, and for
                         decisions not wholly in the enrollee's favor, that
                         includes:

                         (a)  Notice of the right to request a Medicaid fair
                              hearing.

            AHCA CONTRACT NO. FA312. AMENDMENT NO. 005, PAGE 5 OF 17

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

                         (b)  Information about how to request a Medicaid fair
                              hearing, including the DCF address for pursuing a
                              fair hearing, which is Office of Public Assistance
                              Appeals Hearings, 1317 Winewood Boulevard,
                              Building 1, Room 309, Tallahassee, Florida
                              32399-0700.

                         (c)  Notice of the right to continue to receive
                              benefits pending a hearing.

                         (d)  Information about how to request the continuation
                              of benefits.

                         (e)  Notice that if the plan's action is upheld in a
                              hearing, the enrollee may be liable for the cost
                              of any continued benefits.

                         (f)  Notice that if the appeal is not resolved to the
                              satisfaction of the enrollee, the enrollee has one
                              year in which to request review of the plan's
                              decision concerning the appeal by the Statewide
                              Provider and Subscriber Assistance Program, as
                              provided in section 408.7056. F.S. The notice must
                              explain how to initiate such a review and must
                              include the addresses and toll-free telephone
                              numbers of the Agency and the Statewide Provider
                              and Subscriber Assistance Program.

               8.   Provide the Agency with a copy of the written notice of
                    disposition upon request.

               9.   Ensure that punitive action is not taken against a provider
                    who files an appeal on an enrollee's behalf or supports an
                    enrollee's appeal.

          The plan may extend the resolution time frames by up to 14 calendar
          days if the enrollee requests the extension or the plan documents that
          there is need for additional information and that the delay is in the
          enrollee's interest. If the extension is not requested by the
          enrollee, the plan must give the enrollee written notice of the reason
          for the delay.

          If the plan continues or reinstates enrollee benefits while the appeal
          is pending, the benefits must be continued until one of following
          occurs:

               1.   The enrollee withdraws the appeal.

               2.   10 days pass from the date of the plan's adverse plan
                    decision and the enrollee has not requested a Medicaid fair
                    hearing with continuation of benefits until a Medicaid fair
                    hearing decision is reached. (Add 5 days if the notice is
                    sent via U.S. mail.)

               3.   A Medicaid fair hearing decision adverse to the enrollee is
                    made.

               4.   The authorization expires or authorized service limits are
                    met.

          If the final resolution of the appeal is adverse to the enrollee, the
          plan may recover the cost of the services furnished while the appeal
          was pending, to the extent that they were furnished solely because of
          the requirements of this section.

          The plan must authorize or provide the disputed services promptly, and
          as expeditiously as the enrollee's health condition requires, if the
          services were not furnished while the appeal was pending and the
          disposition reverses a decision to deny, limit, or delay services.

          The plan must pay for disputed services, in accordance with State
          policy and regulations, if the services were furnished while the
          appeal was pending and the disposition reverses a decision to deny,
          limit, or delay services,

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 6 OF 17

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

     c.   Expedited Process

          Each plan must establish and maintain an expedited review process for
          appeals when the plan determines (if requested by the enrollee) or the
          provider indicates (in making the request on the enrollee's behalf or
          supporting the enrollee's request) that taking the time for a standard
          resolution could seriously jeopardize the enrollee's life or health or
          ability to attain, maintain, or regain maximum function.

          The enrollee or provider may file an expedited appeal either orally or
          in writing. No additional enrollee follow-up is required.

          The plan must:

               1.   Inform the enrollee of the limited time available for the
                    enrollee to present evidence and allegations of fact or law,
                    in person and in writing.

               2.   Resolve each expedited appeal and provide notice, as
                    expeditiously as the enrollee's health condition requires,
                    within State-established time frames not to exceed 72 hours
                    after the plan receives the appeal.

               3.   Provide written notice of disposition.

               4.   Make reasonable efforts to also provide oral notice of
                    disposition.

               5.   Ensure that punitive action is not taken against a provider
                    who requests an expedited resolution on the enrollee's
                    behalf or supports an enrollee's request for expedited
                    resolution.

          The plan may extend the resolution time frames by up to 14 calendar
          days if the enrollee requests the extension or the plan documents that
          there is need for additional information and that the delay is in the
          enrollee's interest. If the extension is not requested by the
          enrollee, the plan must give the enrollee written notice of the reason
          for the delay.

          If the plan denies a request for expedited resolution of an appeal,
          the plan must:

               1.   Transfer the appeal to the standard time frame of no longer
                    than 45 days from the day the plan receives the appeal with
                    a possible 14-day extension.

               2.   Make reasonable efforts to provide prompt oral notice of the
                    denial

               3.   Provide written notice of the denial within two calendar
                    days.

               4.   Fulfill all general plan duties listed above.

     20.11.2 GRIEVANCE PROCESS

     A grievance is an expression of dissatisfaction about any matter other than
     an action, as "action" is defined in 100.0, Glossary. An enrollee may file
     a grievance, and a provider, acting on behalf of the enrollee and with the
     enrollee's written consent, may file a grievance.

     a.   Filing Requirements

          The enrollee or provider may file a grievance within one year after
          the date of occurrence that initiated the grievance.

          The enrollee or provider may file a grievance either orally or in
          writing. An oral request may be followed up with a written request,
          but the time frame for resolution begins the date the plan receives
          the oral filing.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 7 OF 17

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

     b.   General Plan Duties

          The plan must:

               1.   Resolve each grievance, and provide notice, as expeditiously
                    as the enrollee's health condition requires, within
                    State-established time frames not to exceed 90 days from the
                    day the plan receives the grievance.

               2.   Provide written notice of disposition that includes the
                    results and date of grievance resolution, and for decisions
                    not wholly in the enrollee's favor, that includes:

                    (a)  Notice of the right to request a Medicaid fair hearing.

                    (b)  Information about how to request a Medicaid fair
                         hearing, including the DCF address for pursuing a fair
                         hearing, which is Office of Public Assistance Appeals
                         Hearings, 1317 Winewood Boulevard, Building 1, Room
                         309, Tallahassee, Florida 32399-0700.

                    (c)  Notice of the right to continue to receive benefits
                         pending a hearing.

                    (d)  Information about how to request the continuation of
                         benefits.

                    (e)  Notice that if the plan's action is upheld in a
                         hearing, the enrollee may be liable for the cost of any
                         continued benefits.

               3.   Provide the Agency with a copy of the written notice of
                    disposition upon request.

               4.   Ensure that punitive action is not taken against a provider
                    who files a grievance on an enrollee's behalf or supports an
                    enrollee's grievance.

          The plan may extend the resolution time frames by up to 14 calendar
          days if the enrollee requests the extension or the plan documents that
          there is need for additional information and that the delay is in the
          enrollee's interest. If the extension is not requested by the
          enrollee, the plan must give the enrollee written notice of the reason
          for the delay.

     20.11.3 MEDICAID FAIR HEARING SYSTEM

     The Medicaid fair hearing policy and process is detailed in Rule 65-2.042,
     F.A.C. The plan's grievance system policy and appeal and grievance
     processes shall state that the enrollee has the right to request a Medicaid
     fair hearing in addition to pursuing the plan's grievance process. A
     provider acting on behalf of the enrollee and with the enrollee's written
     consent may request a Medicaid fair hearing. Parties to the Medicaid fair
     hearing include the plan, as well as the enrollee and his or her
     representative or the representative of a deceased enrollee's estate.

     a.   Request Requirements

          The enrollee or provider may request a Medicaid fair hearing within 90
          days of the date of the notice of action.

          The enrollee or provider may request a Medicaid fair hearing by
          contacting DCF at the Office of Public Assistance Appeals Hearings,
          1317 Winewood Boulevard, Building 1, Room 309, Tallahassee, Florida
          32399-0700.

     b.   General Plan Duties

          The plan must:

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 8 OF 17

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          1.   Continue the enrollee's benefits while Medicaid fair hearing is
               pending if:

               (a)  The Medicaid fair hearing is filed timely, meaning on or
                    before the later of the following:

                    Within 10 days of the date on the notice of action (Add 5
                    days if the notice is sent via U.S. mail).

                    The intended effective date of the plan's proposed action.

               (b)  The Medicaid fair hearing involves the termination,
                    suspension, or reduction of a previously authorized course
                    of treatment;

               (c)  The services were ordered by an authorized provider;

               (d)  The authorization period has not expired; and

               (e)  The enrollee requests extension of benefits,

          2.   Ensure that punitive action is not taken against a provider who
               requests a Medicaid fair hearing on the enrollee's behalf or
               supports an enrollee's request for a Medicaid fair hearing.

     If the plan continues or reinstates enrollee benefits while the Medicaid
     fair hearing is pending, the benefits must be continued until one of
     following occurs:

          1.   The enrollee withdraws the request for Medicaid fair hearing.

          2.   10 days pass from the date of the plan's adverse plan decision
               and the enrollee has not requested a Medicaid fair hearing with
               continuation of benefits until a Medicaid fair hearing decision
               is reached. (Add 5 days if the notice is sent via U.S. mail.)

          3.   A Medicaid fair hearing decision adverse to the enrollee is made.

          4.   The authorization expires or authorized service limits are met.

     The plan must authorize or provide the disputed services promptly, and as
     expeditiously as the enrollee's health condition requires, if the services
     were not furnished while the Medicaid fair hearing was pending and the
     Medicaid fair hearing officer reverses a decision to deny, limit, or delay
     services.

     The plan must pay for disputed services, in accordance with State policy
     and regulations, if the services were furnished while the Medicaid fair
     hearing was pending and the Medicaid fair hearing officer reverses a
     decision to deny, limit, or delay services.

11.  Attachment 1, 20.12, Quality Improvement, subsection c. is amended to
     include:

     8.   Monitor the quality and appropriateness of care furnished to enrollees
          with special health care needs

12.  Attachment 1. Section 20.12.1, Utilization Management, subsection f. is
     amended to read:

     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. Pursuant to 42
          CFR 438.210(b)(3), any decision to deny a service authorization
          request or to authorize a service in an amount, duration, or scope
          that is less than requested, must be made by a health care
          professional who has appropriate clinical expertise in treating the
          enrollee's condition or disease. Pursuant to 42 CFR 438.210(c). the
          plan must notify the requesting provider of any decision to deny a
          service authorization request or to

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 9 OF 17

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          authorize a service in an amount, duration, or scope that is less than
          requested. The notice to the provider need not be in writing. The plan
          must notify the enrollee in writing of any decision to deny a service
          authorization request or to authorize a service in an amount,
          duration, or scope that is less than requested.

          Pursuant to 42 CFR 438.404(a), 42 CFR 438.404(c) and 42 CFR 438.210(b)
          and (c), the plan must give the enrollee written notice of any
          "action" as defined in Section 100.0, Glossary, within the time frames
          for each type of action. Pursuant to 42 CFR 438.404(b) and 42 CFR
          438.210(c), the notice must explain:

               1.   The action the plan has taken or intends to take.

               2.   The reasons for the action.

               3.   The enrollee's or the provider's right to file a
                    grievance/appeal.

               4.   The enrollee's right to request a Medicaid Fair Hearing.

               5.   Procedures for exercising enrollee rights to appeal or
                    grieve.

               6.   Circumstances under which expedited resolution is available
                    and how to request it,

               7.   Enrollee rights to request that benefits continue pending
                    the resolution of the appeal, how to request that benefits
                    be continued, and the circumstances under which the enrollee
                    may be required to pay the costs of these services.

          Pursuant to 42 CFR 438.404 (a) and (c), the notice must be in writing
          and must meet the language and format requirements of 42 CFR 438.10(c)
          and (d) to ensure ease of understanding.

          The plan must mail the notice within the following time frames:

               1.   For termination, suspension, or reduction of previously
                    authorized Medicaid-covered services, within the time frames
                    specified in 42 CFR 431.211, 431.213, and 42 CFR 431,214.

               2.   For denial of payment, at the time of any action affecting
                    the claim.

               3.   For standard service authorization decisions that deny or
                    limit services, within the time frame specified in 42 CFR
                    438.210(d)(1).

               4.   If the plan extends the time frame in accordance with 42 CFR
                    438.210(d)(1), it must:

                    Give the enrollee written notice of the reason for the
                    decision to extend the time frame and inform the enrollee of
                    the right to file a grievance if he or she disagrees with
                    that decision.

                    Issue and carry out its determination as expeditiously as
                    the enrollee's health condition requires and no later than
                    the date the extension expires.

               5.   For service authorization decisions not reached within the
                    time frames specified in 42 CFR 438.210(d) (which
                    constitutes a denial and is thus an adverse action), on the
                    date that the time frames expire.

               6.   For expedited service authorization decisions, within the
                    time frames specified in 42 CFR 438.210(d).

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 10 OF 17

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13.  Attachment I. Section 20.13, Medical Records Requirements, subsection a.
     15. is amended to read:

     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. The plan must comply with the
          requirements of 42 CFR 422.128 for maintaining written policies and
          procedures for advance directives.

14.  Attachment I, Section 20.17, Independent Medical Review (External Quality
     Review) is amended to read:

     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 information shall include
     quality outcomes concerning timeliness of and access to services covered
     under the contract. 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.

15.  Attachment 1, Section 30.1, Marketing and Pre-enrollment Materials. The
     title is changed to "Marketing, Pre-enrollment and Post-enrollment
     Materials."

16.  Attachment 1, Section 30.2.1, Prohibited Activities, is amended to include
     a new subsection j. Subsequent subsections are renamed accordingly.
     Subsection j. becomes k. and is amended to read:

     j.   In accordance with 42 CFR 438.104(b)(2)(i), any assertion or statement
          (whether written or oral) that the beneficiary must enroll in the plan
          in order to obtain benefits or in order to not lose benefits.

     k.   In accordance with Section 409.912(18), F.S., and 42 CFR
          438.104(b)(2)(ii), false or misleading claims that the entity is
          recommended or endorsed by any federal, state or county government,
          the Agency, CMS, or any other organization which has not certified its
          endorsement in writing to the plan.

17.  Attachment 1, Section 30.5, Pre-enrollment Activities, ninth paragraph is
     amended to read:

     The plan must provide a reasonable written explanation of the plan to the
     beneficiary prior to accepting the pre-enrollment application. The
     information must comply with CFR 438.10, to ensure that, before enrolling,
     the beneficiary receives, from the plan or the enrollment and disenrollment
     services contractor, accurate oral and written information he or she needs
     to make an informed decision on whether to enroll.

18.  Attachment 1, Section 30.6. Enrollment, is amended to include additional
     paragraphs to read:

     Pursuant to 1932(a)(4)(A) and (B) of the Social Security Act. the
     enrollment and disenrollment services contractor shall permit an individual
     eligible for medical assistance under the State plan who is enrolled with
     the plan to terminate or change) such enrollment for good cause at any time
     (consistent with section 1903(m)(2)(A)(vi)), and without cause during the
     90-day period following the date of the beneficiary's initial enrollment or
     the date the State sends the beneficiary notice of the enrollment,
     whichever is later, and at least ever, 12 months thereafter. The enrollment
     and disenrollment services contractor shall provide for notice to each
     enrollee of opportunity to terminate (or change) enrollment under such
     conditions. Such notice shall be provided at least 60 days before each
     annual enrollment opportunity.

     The plan accepts individuals eligible for enrollment in the order in which
     they apply without restriction (unless authorized by the CMS Regional
     Administrator), up to the limits set under the contract. The plan will not
     discriminate against individuals eligible to enroll on the basis of race,
     color, or national origin, and will not use

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 11 OF 17

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     any policy or practice that has the effect of discriminating on any basis
     including but not limited to race, color, or national origin.

     Enrollment is voluntary, except in the case of mandatory enrollment
     programs that comply with 42 CFR 438.50(a).

19.  Attachment I, Section 30.7, Member Notification, subsection b. 2. and 3.
     are deleted and replaced as follows, subsequent numbers are changed
     accordingly:

     2.   Termination of a contracted provider, within 15 days after receipt or
          issuance of the termination notice, to each enrollee who received his
          or her primary care from, or was seen on a regular basis, by the
          terminated provider. The plan must make a good faith effort to give
          written notice of such termination to the enrollee.

20.  Attachment 1, Section 30.7, Member Notification, subsection c. is amended
     to read:

     c.   Pursuant to 42 CFR 438.10(g)(3), the plan shall provide information on
          the plan's physician incentive plans or on the plan's structure and
          operation to any Medicaid recipient, upon request.

21.  Attachment I, Section 30.7.1, Member Services Handbook, is amended to read:

     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; the extent
     to which, and how, after-hours and emergency coverage are provided;
     procedures for enrollment, including member rights and procedures;
     grievance system components and 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, including the extent to which, and how, enrollees may
     obtain benefits from out-of-network providers and the right to obtain
     family planning services from any participating Medicaid provider- without
     prior authorization for such services; information on emergency
     transportation and non-emergency transportation, counseling and referral
     services available under the plan and how to access these; information that
     interpretation services and alternative communication systems are
     available, free of charge, for all foreign languages, and how to access
     these services; information that post-stabilization services are provided
     without prior authorization and other post-stabilization care services
     rules set forth in 42 CFR 422.113(c); information that services will
     continue upon appeal of a suspended authorization and that the enrollee may
     have to pay in case of an adverse ruling; information regarding the health
     care advance directives pursuant to Chapter 765, F.S., 42 CFR 422.128; cost
     sharing, if any; information that enrollees may obtain from the plan
     information regarding quality performance indicators, including aggregate
     enrollee satisfaction data; and how and where to access any benefits that
     are available under the State plan but are not covered under the contract,
     including any cost sharing, and how transportation is provided. For a
     counseling or referral service that the plan does not cover because of
     moral or religious objections, the plan need not furnish information on how
     and where to obtain the service. Written information regarding advance
     directives provided by the plan must reflect changes in state law as soon
     as possible, but no later than 90 days after the effective date of the
     change.

     The plan will provide enrollee information in accordance with 42 CFR
     438.10(f). In accordance with 42 CFR 438.10(f)(2), the plan must notify
     enrollees at least on an annual basis of their right to request and obtain
     information.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 12 OF 17

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22.  Attachment I is amended to include new Section 50.9, Inspection and Audit
     of Financial Records.

     50.9 INSPECTION AND AUDIT OF FINANCIAL RECORDS

     The state and DHHS may inspect and audit any financial records of the plan
     or its subcontractors. Pursuant to section 1903(m)(4)(A) of the Social
     Security Act and State Medicaid Manual 2087.6(A-B), non-federally qualified
     plans must report to the state, upon request, and to the Secretary and the
     Inspector General of DHHS, a description of certain transactions with
     parties of interest as defined in section 1318(b) of the Social Security
     Act.

23.  Attachment 1, Section 70.2. Applicable Laws and Regulations, is amended to
     read:

     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; Title
     IX of the Education Amendments of 1972 (regarding education programs and
     activities); 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 beneficiaries; 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; the
     Balanced Budget Act of 1997, and the Health Insurance Portability and
     Accountability Act of 1996. The plan is subject to any changes in federal
     and state law, rules, or regulations.

24.  Attachment I, Section 70.17, Sanctions, subsection e. is amended to read:

     e.   Termination pursuant to paragraph III.B.(3) of the Agency core
          contract and Section 70.19, Termination Procedures, if the plan fails
          to carry out substantive terms of its contract or fails to meet
          applicable requirements in sections 1932, 1903(m)and 1905(t) of the
          Social Security Act. After the Agency notifies the plan that it
          intends to terminate the contract, the Agency may give the plan's
          enrollees written notice of the state's intent to terminate the
          contract and allow the enrollees to disenroll immediately without
          cause.

25.  Attachment I, Section 70.17, Sanctions, is amended to include a new
     subsection f. Former subsection f. becomes subsection g.

     f.   The Agency may impose intermediate sanctions in accordance with 42 CFR
          438.702, including:

          1.   Civil monetary penalties in the amounts specified in Section
               409.912(20), F.S.

          2.   Appointment of temporary management for the plan. Rules for
               temporary management pursuant to 42 CFR 438.706 are as follows:

               (a)  The State may impose temporary management only if it finds
                    (through onsite survey, enrollee complaints, financial
                    audits, or any other means) that--

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 13 OF 17

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                    (1)  There is continued egregious behavior by the plan,
                         including but not limited to behavior that is described
                         in 42 CFR 438.700, or that is contrary to any
                         requirements of sections 1903(m) and 1932 of the Social
                         Security Act; or

                    (2)  There is substantial risk to enrollees' health; or

                    (3)  The sanction is necessary to ensure the health of the
                         plan's enrollees--

                         (i)  While improvements are made to remedy violations
                              under 42 CFR 438.700; or

                         (ii) Until there is an orderly termination or
                              reorganization of the plan.

               (b)  The State must impose temporary management (regardless of
                    any other sanction that may be imposed) if it finds that a
                    plan has repeatedly failed to meet substantive requirements
                    in section 1903(m) or section 1932 of the Social Security
                    Act or 42 CFR 438.706. The State must also grant enrollees
                    the right to terminate enrollment without cause, as
                    described in 42 CFR 438.702(a)(3), and must notify the
                    affected enrollees of their right to terminate enrollment.

               (c)  The State may not delay imposition of temporary management
                    to provide a hearing before imposing this sanction.

               (d)  The State may not terminate temporary management until it
                    determines that the plan can ensure that the sanctioned
                    behavior will not recur.

          3.   Granting enrollees the right to terminate enrollment without
               cause and notifying affected enrollees of their right to
               disenroll.

          4.   Suspension or limitation of all new enrollment, including default
               enrollment, after the effective date of the sanction.

          5.   Suspension of payment for beneficiaries enrolled after the
               effective date of the sanction and until CMS or the Agency is
               satisfied that the reason for imposition of the sanction no
               longer exists and is not likely to recur.

          6.   Denial of payments provided for under the contract for new
               enrollees when, and for so long as, payment for those enrollees
               is denied by CMS in accordance with 42 CFR 438.730.

          Before imposing any intermediate sanctions, the state must give the
          plan timely notice according to 42 CFR 438.710,

26.  Attachment I. Section 70.18, Subcontracts, second paragraph of the
     introduction is amended to read:

     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. If
     the plan declines to include individual providers or groups of providers in
     its network, it must give the affected providers written notice of the
     reason for its decision.

     In all contracts with health care professionals, the plan must comply with
     the requirements specified in 42 CFR 438.214 which includes but is not
     limited to selection and retention of providers, credentialing and
     recredentialing requirements, and nondiscrimination.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 14 OF 17

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27.  Attachment I, Section 70.18, Subcontracts, subsection a. 1. is amended to
     read:

     1.   The plan agrees to make payment to all subcontractors pursuant to
          Section 641.3155, F.S., 42 CFR 447.46, 42 CFR 447.45(d)(2), 42 CFR
          447.45 (d)(3), 42 CFR 447.45 (d)(5) and 42 CFR 447.45 (d)(6) If third
          party liability exists, payment of claims shall be determined in
          accordance with Section 70.20, Third Party Resources.

28.  Attachment I, Section 70.18, Subcontracts, subsection c.3. is amended to
     read:

     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. Require
          that the network providers offer hours of operation that are no less
          than the hours of operation offered to commercial beneficiaries or
          comparable to Medicaid fee-for-service if the provider serves only
          Medicaid beneficiaries.

29.  Attachment I, Section 70.18, Subcontracts, subsection d.1. is amended to
     read:

     1.   Require safeguarding of information about enrollees according to 42
          CFR, 438.224.

30.  Attachment I, Section 80.1, Payment to plan by Agency, subsection a, is
     amended to read:

     a.   Until December 31, 2003, as an incentive to increase the Child Health
          Check-Up and adult health screenings rates, if the statewide HMO Child
          Health Check-Up screening ratio for FY 2001-2002 increases by a
          minimum of ten percent over FY 2000-2001, the plan may submit one
          fee-for-service claim for each enrollee 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.

31.  Attachment I Section 80.5, Member Payment Liability Protection, subsection
     c. is amended to read:

     c.   For payments to the health care provider, including referral
          providers, 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.

32.  Attachment I, Section 100.0, Glossary, definition of Enrollee is amended to
     read:

     ENROLLEE - according to 42 CFR 438.10(a) means a Medicaid recipient who is
     currently enrolled in an HMO as defined in 42 CFR 438.10(a). See "Member."

33.  Attachment I, Section 100.00 Glossary, definition of Good Cause is amended
     to read:

     GOOD CAUSE - special reasons that allow beneficiaries to change their
     managed care option outside their open enrollment period such as:

          The enrollee moves out of the plan's service area.

          The plan does not, because of moral or religious objections, cover the
          service the enrollee seeks.

          The enrollee needs related services (for example a cesarean section
          and a tubal ligation) to be performed at the same time; not all
          related services are available within the network; and the enrollee's
          primary care provider or another provider determines that receiving
          the services separately would subject the enrollee to unnecessary
          risk.

          Other reasons, including but not limited to, poor quality of care,
          lack of access to services covered under the contract, or lack of
          access to providers experienced in dealing with the enrollee's health
          care needs.

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 15 OF 17

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          Note: Federal law uses the term "cause" rather than "good cause." In
          the context with beneficiary disenrollment, this contract uses the
          term "good cause."

34.  Attachment I, Section 100.0, Glossary, definition of Grievance is deleted
     and replaced as follows:

     GRIEVANCE - means an expression of dissatisfaction about any matter other
     than an action, as "action" is defined in this section. The term is also
     used to refer to the overall system that includes grievances and appeals
     handled at the plan level and access to the Medicaid fair hearing process.
     (Possible subjects for grievances include, but are not limited to, the
     quality of care or services provided, and aspects of interpersonal
     relationships such as rudeness of a provider or employee, or failure to
     respect the enrollee's rights.) (42 CFR 438.2)

35.  Attachment I, Section 100.0, Glossary, definition of Grievance Procedure is
     deleted and replaced as follows:

     GRIEVANCE PROCEDURE - the procedure for addressing enrollees' grievances. A
     grievance is an enrollee's expression of dissatisfaction with any aspect of
     their care other than the appeal of actions (which is an appeal).

36.  Attachment I. Section 100.0, Glossary, definition of Grievance System is
     added.

     GRIEVANCE SYSTEM - the system for reviewing and resolving enrollee
     grievances or appeals. Components must include a grievance process, an
     appeal process, and access to the Medicaid fair hearing system.

37.  Attachment I, Section 100.0, Glossary, definition of Health Care
     Professional is added.

     HEALTH CARE PROFESSIONAL - means a physician or any of the following: a
     podiatrist, optometrist, chiropractor, psychologist, dentist, physician
     assistant, physical or occupational therapist, therapist assistant,
     speech-language pathologist, audiologist, registered or practical nurse
     (including nurse practitioner, clinical nurse specialist, certified
     registered nurse anesthetist, and certified nurse midwife), licensed
     certified social worker, registered respiratory therapist, and certified
     respiratory therapy technician.

38.  Attachment I, Section 100.0, Glossary, definition of Medically Necessary is
     amended to read:

     MEDICALLY NECESSARY OR MEDICAL NECESSITY - services provided in accordance
     with 42 CFR Section 438.210(a)(4) 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

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 16 OF 17

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WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN            MEDICAID HMO CONTRACT

          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.

39.  Attachment I, Section 100.0, Glossary, definition of Potential Enrollee is
     added to read:

     POTENTIAL ENROLLEE - according to 42 CFR 438,10(a) means a Medicaid
     recipient who is subject to mandatory enrollment or may voluntarily elect
     to enroll in a given managed care program, but is not yet an enrollee of a
     specific managed care program.

40.  This amendment shall begin on August 13, 2003, or the date on which the
amendment has been signed by both parties, whichever is later.

          All provisions in the Contract and any attachments thereto in conflict
with this amendment shall be and are hereby changed to conform with this
amendment.

          All provisions not in conflict with this amendment are still in effect
and are to be performed at the level specified in the Contract.

          This amendment and all its attachments are hereby made a part of the
Contract.

          This amendment cannot be executed unless all previous amendments to
this Contract have been fully executed.

          IN WITNESS WHEREOF, the parties hereto have caused this 17-page
amendment (including all attachments) to be executed by their officials
thereunto duly authorized.

WELL CARE HMO, INC.                            STATE OF FLORIDA, AGENCY FOR
d/b/a StayWell Health Plan of Florida          HEALTH CARE ADMINISTRATION

SIGNED                                         SIGNED
BY: /s/ Todd S. Farha                          BY:______________________________
    ------------------

NAME: Todd S. Farha                            NAME: Rhonda Medows. M.D., FAAFP

TITLE: President S CEO                         TITLE: Secretary

DATE: 8/27/03                                  DATE:____________________________

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[SEAL]

            AHCA CONTRACT NO. FA312, AMENDMENT NO. 005, PAGE 17 OF 17

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WELL CARE HMO, INC., d/b/a Staywell Health Plan of Florida MEDICAID HMO CONTRACT

                             AHCA CONTRACT NO. FA312
                               AMENDMENT NO. 006

     THIS AMENDMENT, 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," is hereby amended as follows:

1.   Standard Contract Section III. C., Notice and Contact, Item 2. is amended
     to read:

          The name, address and telephone number of the representative of the
          provider responsible for administration of the program under this
          contract is:

          Pearl W. Blackburn
          Director of Regulatory Affairs-Medicaid
          6800 N. Dale Mabry Hwy., Suite 168
          Tampa, Florida 33614
          Phone:(813)243-2970

2.   Attachment I, Section 10.6, Expanded Services, is amended to include the
     following item:

     e.   WELL CARE HMO, INC, d/b/a StayWell Health Plan of Florida, will offer
          the following expanded services in all counties of operation:

          1.   OVER-THE-COUNTER DRUGS AND FIRST AID ITEMS - not to exceed $10.00
               per month, per household through mail order program.

          2.   ADULT DENTAL SERVICES FOR BENEFICIARIES AGE 21 AND ABOVE - 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
               cost (non emergency), two surgical extractions per year
               (non-emergency) when medically necessary.

          3.   ADULT EYE EXAMS AND GLASSES FOR BENEFICIARIES AGE 21 AND ABOVE -
               Unlimited routine eye exams and unlimited glasses as medically
               necessary.

          4.   ADULT HEARING SERVICES FOR BENEFICIARIES AGE 21 AND ABOVE - One
               hearing aid (limited selection) every three years, if medically
               necessary.

3.   This amendment shall begin on October 13, 2003, or the date on which the
     amendment has been signed by both parties, whichever is later.

          All provisions in the Contract and any attachments thereto in conflict
with this amendment shall be and are hereby changed to conform with this
amendment.

          All provisions not in conflict with this amendment are still in effect
and are to be performed at the level specified in the Contract.

          This amendment and all its attachments are hereby made a part of the
Contract.

             AHCA CONTRACT NO. FA312, AMENDMENT NO. 006, PAGE 1 OF 2

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WELL CARE HMO, INC., d/b/a Staywell Health Plan of Florida MEDICAID HMO CONTRACT

          This amendment cannot be executed unless all previous amendments to
this Contract have been fully executed.

          IN WITNESS WHEREOF, the parties hereto have caused this 2 page
amendment (including all attachments) to be executed by their officials
thereunto duly authorized.

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

SIGNED                                        SIGNED
BY: /s/ Todd S. Farha                         BY: /s/ Rhonda Medows
   ---------------------                         ------------------------------

NAME: Todd S. Farha                           NAME: Rhonda Medows, M.D., FAAFP

TITLE: President's CEO                        TITLE: Secretary

DATE: 10/17/03                                DATE: 10/22/03

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             AHCA CONTRACT NO. FA312, AMENDMENT NO. 006, PAGE 2 OF 2

<PAGE>

WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN OF FLORIDA MEDICAID HMO CONTRACT

                             AHCA CONTRACT NO. FA312
                                AMENDMENT NO. 007

          THIS CONTRACT, 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 "Vendor", is hereby amended as follows:

1.   Attachment I, Section 90.0, Payment and Authorized Enrollment Levels,
     Paragraph 2 is hereby amended to read:

     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 $575,932,000.00 expressed on page
     three of this contract.

2.   Standard Contract Section II.A., Contract Amount, is amended to read:

     To pay for contract services according to the conditions of Attachment I in
     an amount not to exceed $575,932,000.00, 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.

3.   This amendment shall begin on February 13, 2004, or the date on which the
     amendment has been signed by both parties, whichever is later.

          All provisions in the Contract and any attachments thereto in conflict
with this amendment shall be and are hereby changed to conform with this
amendment.

          All provisions not in conflict with this amendment are still in effect
and are to be performed at the level specified in the Contract.

          This amendment and all its attachments are hereby made a part of the
Contract.

          This amendment cannot be executed unless all previous amendments to
this Contract have been fully executed.

          IN WITNESS WHEREOF, the parties hereto have caused this 2 page
amendment (including all attachments) to be executed by their officials
thereunto duly authorized.

             AHCA CONTRACT NO. FA312, AMENDMENT NO. 007, PAGE 1 OF 2

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WELL CARE HMO, INC., d/b/a STAYWELL HEALTH PLAN OF FLORIDA MEDICAID HMO CONTRACT

STAYWELL HEALTH PLAN OF FLORIDA                STATE OF FLORIDA, AGENCY FOR
                                               HEALTH CARE ADMINISTRATION

SIGNED                                         SIGNED
BY: /s/ Todd S. Farha                          BY:______________________________
   ----------------------

NAME : Todd S. Farha                           NAME: Rhonda  Medows, M.D., FAAFP

TITLE : President S. CEO                       TITLE : SECRETARY

DATE : 1/28/04                                 DATE:____________________________

             AHCA CONTRACT NO. FA312, AMENDMENT NO. 007, PAGE 2 OF 2