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                                                                    EXHIBIT 10.4


             (Contract Period January 1, 2004 to December 31, 2004)


      Contract With Eligible Medicare+Choice (M+C) Organization Pursuant to
    sections 1851 through 1859 of the Social Security Act for the operation
                  of a Medicare+Choice coordinated care plan(s)




                                CONTRACT (P01162)




                                     Between

   Centers for Medicare & Medicaid Services (hereinafter referred to as CMS)

                                       and

                               Well Care HMO, Inc.
--------------------------------------------------------------------------------
                (hereinafter referred to as the M+C Organization)


CMS and the M+C Organization, an entity which has been determined to be an
eligible Medicare+Choice Organization by the Administrator of the Centers for
Medicare & Medicaid Services under 42 CFR 422.501, agree to the following for
the purposes of sections 1851 through 1859 of the Social Security Act
(hereinafter referred to as the Act):

(NOTE: Citations indicated in brackets are placed in the text of this contract
to note the authority for certain contract provisions in the regulations
promulgated pursuant to the Balanced Budget Act of 1997, as amended. All
references to part 422 are to 42 CFR part 422.)


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                                    Article I

                                Term of Contract

The term of this contract shall be from January 1, 2004 through December 31,
2004, after which the contract may be renewed for successive one-year periods in
accordance with 42 CFR 422.504(c). [422.504]

This contract governs the respective rights and obligations of the parties as of
the effective date set forth above, and supercedes any prior agreements between
the M+C Organization and CMS as of such date.

                                   Article II

                              Coordinated Care Plan

The Medicare+Choice Organization agrees to operate coordinated care plans (as
defined in 42 CFR 422.4(a)(1)), as described in its Adjusted Community Rate
(ACR) proposal as approved annually by CMS, in compliance with the requirements
of this contract and applicable Federal statutes, regulations, and policies.
This contract is deemed to incorporate any changes that are required by statute
to be implemented during the term of the contract and any regulations or
policies implementing or interpreting such statutory provisions. However, CMS
agrees that any regulation or policy statement it issues later than 30 days
prior to the date by which M+C Organizations are required to submit ACR
proposals to CMS, and which creates significant new operational costs of which
the M+C Organization did not have reasonable notice prior to such date, shall
not take effect in the next calendar year unless implementation during the next
calendar year is required by statute or in connection with litigation
challenging CMS' policies. CMS retains the authority to issue, with an effective
date during the term of this contract, policies to implement the statutory
requirement that M+C Organizations provide their enrollees those items and
services for which benefits are available under Medicare Parts A and B.
Clarifications or explanations of M+C operational requirements issued prior to
30 days prior to the date by which M+C Organizations are required to submit ACR
proposals are not considered to create new operational costs of which the M+C
organization did not have notice.

                                   Article III

            Functions To Be Performed By Medicare+Choice Organization

A.  PROVISION OF BENEFITS

The M+C Organization agrees to provide enrollees in each of its M+C plans the
basic benefits as required under Section 422.101 and, to the extent applicable,
supplemental benefits under Section 422.102 and as established in the M+C
Organization's adjusted community rate (ACR) proposal as approved by CMS. The
M+C Organization agrees to provide access to such benefits as required under
subpart C in a manner consistent with professionally recognized standards of
health care and according to the access standards stated in Section 422.112. The
M+C Organization agrees to provide


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post-hospital extended care services, should an M+C enrollee elect such
coverage, through a home skilled nursing facility according to the requirements
of section 1852(1) of the Act. A home skilled nursing facility is a facility in
which an M+C enrollee resided at the time of admission to the hospital, a
facility that provides services through a continuing care retirement community,
or a facility in which the spouse of the enrollee is residing at the time of the
enrollee's discharge from the hospital. [422.502(a)(3)]

B. ENROLLMENT REQUIREMENTS

1. The M+C Organization agrees to accept new enrollments, make enrollments
effective, process voluntary disenrollments, and limit involuntary
disenrollments, as provided in subpart B of part 422.

2. The M+C Organization shall comply with the provisions of Section 422.110
concerning prohibitions against discrimination in beneficiary enrollment.
         [422.502(a)(2)]

C. BENEFICIARY PROTECTIONS

1. The Medicare+Choice Organization agrees to comply with all requirements in
subpart M of part 422 governing coverage determinations, grievances, and
appeals. [422.502(a)(7)]

2. The Medicare+Choice Organization agrees to comply with the enrollee notice
and appeal procedures for the termination of provider services in Section
422.624 and Section 422.626.

3. The Medicare+Choice Organization agrees to comply with the confidentiality
and enrollee record accuracy requirements in Section 422.118.

4. Beneficiary Financial Protection. The M+C Organization agrees to comply with
the following requirements:

         (a) Each M+C Organization must adopt and maintain arrangements
satisfactory to CMS to protect its enrollees from incurring liability for
payment of any fees that are the legal obligation of the M+C Organization. To
meet this requirement the M+C Organization must-

         (i) Ensure that all contractual or other written arrangements with
providers prohibit the Organization's providers from holding any beneficiary
enrollee liable for payment of any fees that are the legal obligation of the
M+C Organization; and

         (ii) Indemnify the beneficiary enrollee for payment of any fees that
are the legal obligation of the M+C Organization for services furnished by
providers that do not contract, or that have not otherwise entered into an
agreement with the M+C Organization, to provide services to the organization's
beneficiary enrollees. [422.502(g)(1)]

         (b)The M+C Organization must provide for continuation of enrollee
health care benefits-

         (i)For all enrollees, for the duration of the contract period for which
CMS payments have been made; and

         (ii) For enrollees who are hospitalized on the date its contact with
CMS terminates, or, in the event of an insolvency, through the date of
discharge. [422.502(g)(2)]

         (c)In meeting the requirements of this section (C), other than the
provider contract requirements specified in paragraph (C)(3)(a) of this Article,
the M+C Organization may use-

         (i) Contractual arrangements;

         (ii) Insurance acceptable to CMS;

         (iii) Financial reserves acceptable to CMS; or

         (iv) Any other arrangement acceptable to CMS. [422.502(g)(3)]


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D. PROVIDER PROTECTIONS

1. The M+C Organization agrees to comply with all applicable provider
requirements in subpart E of part 422, including provider certification
requirements, anti-discrimination requirements, provider participation and
consultation requirements, the prohibition on interference with provider advice,
limits on provider indemnification, rules governing payments to providers, and
limits on physician incentive plans. [422.502(a)(6)]

2. Prompt Payment.

         (a) The MI+C Organization must pay 95 percent of the "clean claims"
within 30 days of receipt if they are claims for covered services that are not
furnished under a written agreement between the organization and the provider.

         (i) The M+C Organization must pay interest on clean claims that are not
paid within 30 days in accordance with sections 1816(c)(2)(B) and 1842(c)(2)(B)
of the Act.

         (ii) All other claims must be paid or denied within 60 calendar days
from the date of the request. [422.520(a)]

         (b)Contracts or other written agreements between the M+C Organization
and its providers must contain a prompt payment provision, the terms of which
are developed and agreed to by both the M+C Organization and the relevant
provider [422.520(b)]

         (c)If CMS determines, after giving notice and opportunity for hearing,
that the M+C Organization has failed to make payments in accordance with
paragraph (2)(a) of this section, CMS may provide--

         (i) For direct payment of the sums owed to providers; and

         (ii) For appropriate reduction in the amounts that would otherwise be
paid to the M+C Organization, to reflect the amounts of the direct payments and
the cost of making those payments. [422.520(c)]

E. QUALITY ASSESSMENT AND PERFORMANCE IMPROVEMENT PROGRAM

1. The M+C Organization agrees to operate an ongoing quality assessment and
performance improvement program (as stated in 422.152 of subpart D).

2. Quality Assessment and Performance Improvement Projects: The M+C
Organization agrees to:

         (a) conduct quality assessment and performance improvement (QAPI)
projects as directed annually by CMS. These projects must be outcomes-oriented
and targeted at achieving demonstrable, sustained improvement in significant
aspects of specified clinical and non-clinical areas which can be expected to
have a favorable effect on enrollees' health outcomes and satisfaction. CMS
shall establish the obligations of the M+C Organization for the number and
distribution of projects among the required clinical and non-clinical areas.

         (b) In those years when CMS establishes a national improvement project
for the Medicare+Choice program, the M+C Organization shall participate in the
CMS-sponsored national QAPI initiative, unless the M+C Organization meets the
requirements for an exemption from the initiative.

3. Performance Measurement and Reporting: The M+C Organization shall measure
performance under its M+C plans using standard measures required by CMS, and
report (at the organization level) its performance to CMS. The standard measures
required by CMS during the term of this contract will be uniform data collection
and reporting instruments, to include the


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Health Plan and Employer Data Information Set (HEDIS), Consumer Assessment of
Health Plan Satisfaction (CAHPS) survey, and Health Outcomes Survey (HOS). These
measures will address clinical areas, including effectiveness of care, enrollee
perception of care and use of services; and non-clinical areas including access
to and availability of services, appeals and grievances, and organizational
characteristics. [422.152(c)(1)&(2)].

4. Utilization Review: if the M+C Organization uses written protocols for
utilization review, those policies and procedures must reflect current standards
of medical practice in processing requests for initial or continued
authorization of services.[422.152(b)(3)]. The M+C Organization must also have
in effect mechanisms to detect both underutilization and overutilization of
services [422.152(b)(4)].

5. Information Systems:

         (a)The M+C Organization must make available to CMS information on
quality and outcomes measures that will enable beneficiaries to compare health
coverage options and select among them, as provided in Section 422.64(c)(10).
[422.152(b)(5)].

         (b)The M+C Organization must maintain a health information system
that:

         (i)collects, analyzes and integrates the data necessary to implement
its quality assessment and performance improvement program, and

         (ii) assures that the information entered into the system (particularly
that received from providers) is reliable and complete.

         (c) The M+C Organization must make all collected data, including
information on quality and outcome measures, available to CMS to enable
beneficiaries to compare health coverage options and select among them, as
provided in Section 422.64(c)(10). [422.152(b)(5)]

6. External Review: The M+C Organization will have an agreement with an
independent quality review and improvement organization (review organization)
approved by CMS. [1422.154(a)]

         (a) The agreement will be consistent with CMS guidelines and will:

         (i) Require that the M+C Organization allocate adequate space for use
of the review organization whenever it is conducting review activities and
provide all pertinent data, including patient care data, at the time the review
organization needs the data to carry out the reviews and make its
determinations, and

         (ii) Except in the case of complaints about quality, exclude review
activities that CMS determines would duplicate review activities conducted as
part of an accreditation process or as part of CMS monitoring. [422.154(b)]

F. COMPLIANCE PLAN

The M+C Organization agrees to implement a compliance plan in accordance with
the requirements of Section 422.501(b)(3)(vi). [422.501(b)(3)(vi)]

G. COMPLIANCE DEEMED ON THE BASIS OF ACCREDITATION: CMS may deem the M+C
Organization to have met the quality assessment and performance improvement
requirements of Section 422.152, the confidentiality and accuracy of enrollee
records requirements of Section 422.118, the anti-discrimination requirements of
Section 1852(b) of the Act, the access to services requirements of Section
1852(d) of the Act, the advance directives requirements of Section 422.128,
and/or the provider participation requirements of Section 1852(j) of the Act if
the M+C Organization is fully


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accredited (and periodically reaccredited) by a private, national accreditation
organization approved by CMS and the accreditation organization used the
standards approved by CMS for the purposes of assessing the M+C Organization's
compliance with Medicare requirements. The provisions of Section 422.156 shall
govern the M+C Organization's use of deemed status to meet M+C program
requirements.

                                   Article IV

                         CMS Payment to M+C Organization

A. The M+C Organization agrees to develop its annual adjusted community rate
(ACR) proposal and submit to CMS all required information on premiums, benefits,
and cost sharing, as required under 42 CFR 422, subpart G. [422.502(a)(10)]

B. Methodology. CMS agrees to pay the M+C Organization under this contract in
accordance with the provisions of section 1853 of the Act and subpart F of part
422. [422.502(a)(9)]

C. Attestation of payment data (Attachments A, B, and C).

1. As a condition for receiving a monthly payment under paragraph B of this
article, subpart F of part 422, the M+C Organization agrees that its chief
executive officer (CEO), chief financial officer (CFO), or an individual
delegated with the authority to sign on behalf of one of these officers, and who
reports directly to such officer, must request payment under the contract on the
forms attached as Attachment A (enrollment attestation), Attachment B (risk
adjustment data), and Attachment C (adjusted community rate (ACR) proposal
information attestation), hereto which attest to (based on best knowledge,
information and belief, as of the date specified on the attestation form) the
accuracy, completeness, and truthfulness of the data identified on these
attachments. Attachment A requires attestation based on best knowledge,
information, and belief, that each enrollee for whom the M+C Organization is
requesting payment is validly enrolled, or was validly enrolled during the
period for which payment is requested, in an M+C plan offered by the M+C
Organization. The M+C Organization shall submit completed enrollment attestation
forms to CMS, or its contractor, on a monthly basis. (NOTE: The forms included
as attachments to this contract are for reference only. CMS will provide
instructions for the completion and submission of the forms in separate
documents. M+C Organizations should not take any action on the forms until
appropriate CMS instructions become available.)

2. Attachment B requires that the CEO, CFO, or an individual delegated with the
authority to sign on behalf of one of these officers, and who reports directly
to such officer, must attest to (based on best knowledge, information and belief
as of the date specified on the attestation form) that the risk adjustment data
it submits to CMS under Section 422.257 are accurate, complete, and truthful.
The M+C Organization shall make annual attestations of risk adjustment data on
Attachment B and according to a schedule to be published by CMS. If such risk
adjustment data are generated by a related entity, contractor, or subcontractor
of an M+CO, such entity, contractor, or subcontractor must similarly attest to
(based on best knowledge, information, and


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belief as of the date specified on the attestation form) the accuracy,
completeness, and truthfulness of the data. [422.502(l)]

3. The CEO, CFO, or an individual delegated with the authority to sign on behalf
of one of these officers, and who reports directly to such officer, must attest
(based on best knowledge, information and belief, as of the date specified on
the attestation form) that the information and documentation comprising the ACR
proposal is accurate, complete, and truthful and fully conforms to the ACRP
requirements; and that the benefits described in the CMS-approved ACR proposal
agree with the benefit package the M+C Organization will offer during the
period covered by the ACR proposal. [422.502(1)]

                                    Article V

              M+C Organization Relationship with Related Entities,
                         Contractors, and Subcontractors

A. Notwithstanding any relationship(s) that the M+C Organization may have with
related entities, contractors, or subcontractors, the M+C Organization
maintains full responsibility for adhering to and otherwise fully complying with
all terms and conditions of its contract with CMS. [422.502(i)(1)]

B. The M+C Organization agrees to require all related entities, contractors, or
subcontractors to agree that--

         (1) HHS, the Comptroller General, or their designees have the right to
inspect, evaluate, and audit any pertinent contracts, books, documents, papers,
and records of the related entity(s), contractor(s), or subcontractor(s)
involving transactions related to the contract; and

         (2) HHS'S, the Comptroller General's, or their designee's right to
inspect, evaluate, and audit any pertinent information for any particular
contract period will exist though 6 years from the final date of the contract
period or from the date of completion of any audit, whichever is later.
[422.502(i)(2)]

C. The M+C Organization agrees that all contracts or written arrangements into
which the M+C Organization enters with providers, related entities, contractors,
or subcontractors shall contain the following elements:

         (1) Enrollee protection provisions that provide--

         (a) Consistent with Article III(C), arrangements that prohibit
providers from holding an enrollee liable for payment of any fees that are the
legal obligation of the M+C Organization; and

         (b) Consistent with Article III(C), provision for the continuation of
benefits.

         (2) Accountability provisions that indicate that--

         (a) The M+C Organization oversees and is accountable to CMS for any
functions or responsibilities that are described in these standards; and

         (b) The M+C Organization may only delegate activities or functions to a
provider, related entity, contractor, or subcontractor in a manner consistent
with requirements set forth at paragraph D of this article.


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         (3) A provision requiring that any services or other activity performed
by a related entity, contractor or subcontractor in accordance with a contract
or written agreement between the related entity, contractor, or subcontractor
and the M+C Organization will be consistent and comply with the M+C
Organization's contractual obligations to CMS.
         [422.502(i)(3)]

D. If any of the M+C Organization's activities or responsibilities under this
contract with CMS are delegated to other parties, the following requirements
apply to any related entity, contractor, subcontractor, or provider:

         (1) Written arrangements must specify delegated activities and
reporting responsibilities.

         (2)Written arrangements must either provide for revocation of the
delegation activities and reporting requirements or specify other remedies in
instances where CMS or the M+C Organization determine that such parties have not
performed satisfactorily.

         (3)Written arrangements must specify that the performance of the
parties is monitored by the M+C Organization on an ongoing basis.

         (4)Written arrangements must specify that either--

         (a)The credentials of medical professionals affiliated with the party
or parties will be either reviewed by the M+C Organization; or

         (b) The credentialing process will be reviewed and approved by the M+C
Organization and the M+C Organization must audit the credentialing process on an
ongoing basis.

         (5) All contracts or written arrangements must specify that the related
entity, contractor, or subcontractor must comply with all applicable Medicare
laws, regulations, and CMS instructions. [422.502(i)(4)]

E. If the M+C Organization delegates selection of the providers, contractors, or
subcontractors to another organization, the M+C Organization's written
arrangements with that organization must state that the M+C Organization retains
the right to approve, suspend, or terminate any such arrangement.
[422.502(i)(5)]


                                   Article VI

                              Records Requirements

A. MAINTENANCE OF RECORDS

         1. The M+C Organization agrees to maintain for 6 years books, records,
documents, and other evidence of accounting procedures and practices that--

         (a) Are sufficient to do the following:

         (i) Accommodate periodic auditing of the financial records (including
data related to Medicare utilization, costs, and computation of the ACR) of the
M+C Organization.

         (ii) Enable CMS to inspect or otherwise evaluate the quality,
appropriateness and timeliness of services performed under the contract, and the
facilities of the M+C Organization.

         (iii) Enable CMS to audit and inspect any books and records of the M+C
Organization that pertain to the ability of the organization to bear the risk of
potential financial losses, or to services performed or determinations of
amounts payable under the contract.


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         (iv) Properly reflect all direct and indirect costs claimed to have
been incurred and used in the preparation of the ACR proposal.

         (v) Establish component rates of the ACR for determining additional and
supplementary benefits.

         (vi) Determine the rates utilized in setting premiums for State
insurance agency purposes and for other government and private purchasers; and

         (b) Include at least records of the following:

         (i) Ownership and operation of the M+C Organization's financial,
medical, and other record keeping systems.

         (ii) Financial statements for the current contract period and six prior
periods.

         (iii) Federal income tax or informational returns for the current
contract period and six prior periods.

         (iv) Asset acquisition, lease, sale, or other action.

         (v) Agreements, contracts, and subcontracts.

         (vi) Franchise, marketing, and management agreements.

         (vii) Schedules of charges for the M+C Organization's fee-for-service
patients.

         (viii) Matters pertaining to costs of operations.

         (ix) Amounts of income received, by source and payment.

         (x) Cash flow statements.

         (xi) Any financial reports filed with other Federal programs or State
authorities.
         [422.502(d)]

2. Access to facilities and records. The M+C Organization agrees to the
following:

         (a) The Department of Health and Human Services (HHS), the Comptroller
General, or their designee may evaluate, through inspection or other means--

         (i) The quality, appropriateness, and timeliness of services furnished
to Medicare enrollees under the contract;

         (ii) The facilities of the M+C Organization; and

         (iii) The enrollment and disenrollment records for the current contract
period and six prior periods.

         (b) HHS, the Comptroller General, or their designees may audit,
evaluate, or inspect any books, contracts, medical records, documents, papers,
patient care documentation, and other records of the M+C Organization, related
entity, contractor, subcontractor, or its transferee that pertain to any aspect
of services performed, reconciliation of benefit liabilities, and determination
of amounts payable under the contract, or as the Secretary may deem necessary to
enforce the contract.

         (c) The M+C Organization agrees to make available, for the purposes
specified in section (A) of this article, its premises, physical facilities and
equipment, records relating to its Medicare enrollees, and any additional
relevant information that CMS may require, in a manner that meets CMS record
maintenance requirements.

         (d) HHS, the Comptroller General, or their designee's right to inspect,
evaluate, and audit extends through 6 years from the final date of the contract
period or completion of audit, whichever is later unless

         (i) CMS determines there is a special need to retain a particular
record or group of records for a longer period and notifies the M+C Organization
at least 30 days before the normal disposition date;


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         (ii) There has been a termination, dispute, or fraud or similar fault
by the M+C Organization, in which case the retention may be extended to 6 years
from the date of any resulting final resolution of the termination, dispute, or
fraud or similar fault; or

         (iii) HHS, the Comptroller General, or their designee determine that
there is a reasonable possibility of fraud, in which case they may inspect,
evaluate, and audit the M+C Organization at any time. [422.502(e)]

         B. REPORTING REQUIREMENTS

1. The M+C Organization shall have an effective procedure to develop, compile,
evaluate, and report to CMS, to its enrollees, and to the general public, at the
times and in the manner that CMS requires, and while safeguarding the
confidentiality of the doctor-patient relationship, statistics and other
information as described in the remainder of this section (B). [422.516(a)]

2. The M+C Organization agrees to submit to CMS certified financial information
that must include the following:

         (a) Such information as CMS may require demonstrating that the
organization has a fiscally sound operation, including:

         (i) The cost of its operations;

         (ii) A description, submitted to CMS annually and within 120 days of
the end of the fiscal year, of significant business transactions (as defined in
Section 422.500) between the M+C Organization and a party in interest showing
that the costs of the transactions listed in paragraph (2)(a)(v) of this section
do not exceed the costs that would be incurred if these transactions were with
someone who is not a party in interest; or

         (iii) If they do exceed, a justification that the higher costs are
consistent with prudent management and fiscal soundness requirements.

         (iv) A combined financial statement for the M+C Organization and a
party in interest if either of the following conditions is met:

         (aa) Thirty-five percent or more of the costs of operation of the M+C
Organization go to a party in interest.

         (bb) Thirty-five percent or more of the revenue of a party in interest
is from the M+C Organization. [422.516(b)]

         (v) Requirements for combined financial statements.

         (aa) The combined financial statements required by paragraph (2)(a)(iv)
must display in separate columns the financial information for the M+C
Organization and each of the parties in interest.

         (bb) Inter-entity transactions must be eliminated in the consolidated
column.

         (cc) The statements must have been examined by an independent auditor
in accordance with generally accepted accounting principles and must include
appropriate opinions and notes.

         (dd) Upon written request from the M+C Organization showing good cause,
CMS may waive the requirement that the organization's combined financial
statement include the financial information required in paragraph (2)(a)(v) with
respect to a particular entity. [422.516(c)]

         (vi) A description of any loans or other special financial arrangements
the M+C Organization makes with contractors, subcontractors, and related
entities.

         (b) Such information as CMS may require pertaining to the disclosure of
ownership and control of the M+C Organization. [422.502(f)(1)(II)]

         (c) Patterns of utilization of the M+C Organization's services.


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3. The M+C Organization agrees to participate in surveys required by CMS and to
submit to CMS all information that is necessary for CMS to administer and
evaluate the program and to simultaneously establish and facilitate a process
for current and prospective beneficiaries to exercise choice in obtaining
Medicare services. This information includes, but is not limited to:

         (a) The benefits covered under the M+C plan;

         (b) The M+C monthly basic beneficiary premium and M+C monthly
supplemental beneficiary premium, if any, for the plan.

         (c) The service area and continuation area, if any, of each plan and
the enrollment capacity of each plan;

         (d) Plan quality and performance indicators for the benefits under the
plan including --

         (i) Disenrollment rates for Medicare enrollees electing to receive
benefits through the plan for the previous 2 years;

         (ii) Information on Medicare enrollee satisfaction;

         (iii) The patterns of utilization of plan services;

         (iv) The availability, accessibility, and acceptability of the plan's
services;

         (v) Information on health outcomes and other performance measures
required by CMS;

         (vi) The recent record regarding compliance of the plan with
requirements of this part, as determined by CMS; and

         (vii) Other information determined by CMS to be necessary to assist
beneficiaries in making an informed choice among M+C plans and traditional
Medicare;

         (e) Information about beneficiary appeals and their disposition;

         (f) Information regarding all formal actions, reviews, findings, or
other similar actions by States, other regulatory bodies, or any other
certifying or accrediting organization;

         (g) Any other information deemed necessary by CMS for the
administration or evaluation of the Medicare program. [422.502(f)(2)]

4. The M+C Organization agrees to provide to its enrollees and upon request, to
any individual eligible to elect an M+C plan, all informational requirements
under Section 422.64 and, upon an enrollee's, request, the financial disclosure
information required under Section 422.516. [422.502(f)(3)]

5. Reporting and disclosure under ERISA.

         (a) For any employees' health benefits plan that includes an M+C
Organization in its offerings, the M+C Organization must furnish, upon request,
the information the plan needs to fulfill its reporting and disclosure
obligations (with respect to the M+C Organization) under the Employee Retirement
Income Security Act of 1974 (ERISA).

         (b) The M+C Organization must furnish the information to the employer
or the employer's designee, or to the plan administrator, as the term
"administrator" is defined in ERISA. [422.516(d)]

6. Electronic communication. The M+C Organization must have the capacity to
communicate with CMS electronically. [422.502(b)]

7. Risk Adjustment data. The M+C Organization agrees to comply with the
requirements in Section 422.257 for submitting risk adjustment data to CMS.
[422.502(a)(8)]


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                                   Article VII

                           Renewal of the M+C Contract

A. Renewal of contract: In accordance with Section 422.506, the contract is
renewable annually only if--

         (1) CMS informs the M+C Organization that it authorizes a renewal; and

         (2) The M+C Organization has not provided CMS with a notice of
intention not to renew.[422.504(c)]

B. Nonrenewal of contract:

         (1) Nonrenewal by the Organization.

         (a) In accordance with Section 422.506, the M+C Organization may elect
not to renew its contract with CMS as of the end of the term of the contract for
any reason, provided it meets the time frames for doing so set forth in
paragraphs (b) and (c) of this paragraph.

         (b) If the M+C Organization does not intend to renew its contract, it
must notify--

         (i) CMS in writing, by the date established pursuant to Section 422.506
or by the date established through statute.

         (ii) Each Medicare enrollee, at least 90 days before the date on which
the nonrenewal is effective. This notice must include a written description of
all alternatives available for obtaining Medicare services within the service
area of the M+C plans that the M+C Organization offers, including alternative
M+C plans, original Medicare, and Medigap options and must receive CMS approval.

         (iii) The general public, at least 90 days before the end of the
current calendar year, by publishing a CMS-approved notice in one or more
newspapers of general circulation in each community located in the M+C
Organization's service area.

         (c) CMS may accept a nonrenewal notice submitted after the applicable
annual non-renewal notice deadline if--

         (i) The M+C Organization notifies its Medicare enrollees and the public
in accordance with paragraph (l)(b)(ii) and (l)(b)(iii) of this section; and

         (ii) Acceptance is not inconsistent with the effective and efficient
administration of the Medicare program.

         (d) If the M+C Organization does not renew a contract under this
paragraph (1), CMS will not enter into a contract with the Organization for 2
years from the date of contract separation unless there are special
circumstances that warrant special consideration, as determined by CMS. This
provision shall not apply when statutory or regulatory changes are made to the
M+C program within six (6) months of the M+C Organization's notice of withdrawal
that would increase payments for the service area from which the M+C
Organization had withdrawn. [422.506(a)]

         (2) CMS decision not to renew.

         (a) CMS may elect not to authorize renewal of a contract for any of the
following reasons:

         (i) The M+C Organization has not fully implemented or shown discernable
progress in implementing quality assessment and performance improvement projects
as defined in Article III, section (E)(2) of this contract.


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<PAGE>
         (ii) For any of the reasons listed in Section 422.510(a) [Article VIII,
section (B)(l)(a) of this contract], which would also permit CMS to terminate
the contract.

         (iii) The M+C Organization has committed any of the acts in Section
422.752(a) that would support the imposition of intermediate sanctions or civil
money penalties under subpart O of part 422.

         (b) Notice. CMS shall provide notice of its decision whether to
authorize renewal of the contract as follows:

         (i) To the M+C Organization by May 1 of the contract year.

         (ii) To the M+C Organization's Medicare enrollees by mail at least 90
days before the end of the current calendar year.

         (iii) To the general public at least 90 days before the end of the
current calendar year, by publishing a notice in one or more newspapers of
general circulation in each community or county located in the M+C
Organization's service area.

         (c) Notice of appeal rights. CMS shall give the M+C Organization
written notice of its right to reconsideration of the decision not to renew in
accordance with Section 422.644.
         [422.506(b)]

                                  Article VIII

                   Modification or Termination of the Contract

A. Modification or Termination of Contract by Mutual Consent

1. This contract may be modified or terminated at any time by written mutual
consent.

         (a) If the contract is terminated by mutual consent, except as provided
in section (B)( 1 )(c) of this article, the M+C Organization must provide notice
to its Medicare enrollees and the general public as provided in Section
422.512(b)(2) and (b)(3) [Article VIII, section B(2)(b) of this contract].

         (b) If the contract is modified by mutual consent, the M+C Organization
must notify its Medicare enrollees of any changes that CMS determines are
appropriate for notification within time frames specified by CMS.

2. If this contract is terminated by mutual consent and replaced the day
following such termination by a new M+C contract, the M+C Organization is not
required to provide the notice specified in section B of this article.
         [422.508]

B. Termination of the Contract by CMS or the M+C Organization

1. Termination by CMS.

         (a) CMS may terminate a contract for any of the following reasons:

         (i) The M+C Organization has failed substantially to carry out the
terms of its contract with CMS.

         (ii) The M+C Organization is carrying out its contract with CMS in a
manner that is inconsistent with the effective and efficient implementation of
42 CFR part 422.

         (ii) CMS determines that the M+C Organization no longer meets the
requirements of this part for being a contracting organization.


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<PAGE>
         (iv) The M+C Organization commits or participates in fraudulent or
abusive activities affecting the Medicare program, including submission of
fraudulent data.

         (v) The M+C Organization experiences financial difficulties so severe
that its ability to make necessary health services available is impaired to the
point of posing an imminent and serious risk to the health of its enrollees, or
otherwise fails to make services available to the extent that such a risk to
health exists.

         (vi) The M+C Organization substantially fails to comply with the
requirements in subpart M of this part relating to grievances and appeals.

         (vii) The M+C Organization fails to provide CMS with valid risk
adjustment data as required under Section 422.257.

         (viii) The M+C Organization fails to implement an acceptable quality
assessment and performance improvement program as required under subpart D of
part 422.

         (ix) The M+C Organization substantially fails to comply with the prompt
payment requirements in Section 422.520.

         (x) The M+C Organization substantially fails to comply with the service
access requirements in Section 422.112 or Section 422.114.

         (xi) The M+C Organization fails to comply with the requirements of
Section 422.208 regarding physician incentive plans.

           (xii) The M+CO substantially fails to comply with the marketing
requirements in 422.80.

         (b) Notice. If CMS decides to terminate a contract for reasons other
than the grounds specified in section (B)(1)(a) above, it will give notice of
the termination as follows:

         (i) CMS will notify the M+C Organization in writing 90 days before the
intended date of the termination.

         (ii) The M+C Organization will notify its Medicare enrollees of the
termination by mail at least 30 days before the effective date of the
termination.

         (iii) The M+C Organization will notify the general public of the
termination at least 30 days before the effective date of the termination by
publishing a notice in one or more newspapers of general circulation in each
community or county located in the M+C Organization's service area.

         (c) Immediate termination of contract by CMS.

         (i) For terminations based on violations prescribed in paragraph
(B)(1)(a)(v) of this article, CMS will notify the M+C Organization in writing
that its contract has been terminated effective the date of notice of the
termination decision by CMS. If termination is effective in the middle of a
month, CMS has the right to recover the prorated share of the capitation
payments made to the M+C Organization covering the period of the month following
the contract termination.

         (ii) CMS will notify the M+C Organization's Medicare enrollees in
writing of CMS' decision to terminate the M+C Organization's contract. This
notice will occur no later than 30 days after CMS notifies the plan of its
decision to terminate this contract. CMS will simultaneously inform the Medicare
enrollees of alternative options for obtaining Medicare services, including
alternative M+C Organizations in a similar geographic area and original
Medicare.

         (iii) CMS will notify the general public of the termination no later
than 30 days after notifying the M+C Organization of CMS' decision to terminate
this contract. This notice will be


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<PAGE>
published in one or more newspapers of general circulation in each community or
county located in the M+C Organization's service area.

         (d) Corrective action plan

         (i) General. Before terminating a contract for reasons other than the
grounds specified in section (B)(l)(a)(v) of this article, CMS will provide the
M+C Organization with reasonable opportunity, not to exceed time frames
specified at subpart N of part 422, to develop and receive CMS approval of a
corrective action plan to correct the deficiencies that are the basis of the
proposed termination.

         (ii) Exception. If a contract is terminated under section (B)(l)(a)(v)
of this article, the M+C Organization will not have the opportunity to submit a
corrective action plan.

         (e) Appeal rights. If CMS decides to terminate this contract, it will
send written notice to the M+C Organization informing it of its termination
appeal rights in accordance with subpart N of part 422.
         [422.510]

2. Termination by the M+C Organization

         (a) Cause for termination. The M+C Organization may terminate this
contract if CMS fails to substantially carry out the terms of the contract.

         (b) Notice. The M+C Organization must give advance notice as follows:

         (i) To CMS, at least 90 days before the intended date of termination.
This notice must specify the reasons why the M+C Organization is requesting
contract termination.

         (ii) To its Medicare enrollees, at least 60 days before the termination
effective date. This notice must include a written description of alternatives
available for obtaining Medicare services within the service area, including
alternative M+C plans, Medigap options, and original Medicare and must receive
CMS approval.

         (iii) To the general public at least 60 days before the termination
effective date by publishing a CMS-approved notice in one or more newspapers of
general circulation in each community or county located in the M+C
Organization's geographic area.

         (c) Effective date of termination. The effective date of the
termination will be determined by CMS and will be at least 90 days after the
date CMS receives the M+C Organization's notice of intent to terminate.

         (d) CMS' liability. CMS' liability for payment to the M+C Organization
ends as of the first day of the month after the last month for which the
contract is in effect, but CMS shall make payments for amounts owed prior to
termination but not yet paid.

         (e) Effect of termination by the organization. CMS will not enter into
an agreement with the M+C Organization for a period of two years from the date
the Organization has terminated this contract, unless there are circumstances
that warrant special consideration, as determined by CMS. [422.512]


                                   Article IX

                   Requirements of Other Laws and Regulations

A. The M+C Organization agrees to comply with--


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<PAGE>
         (1) Title VI of the Civil Rights Act of 1964 as implemented by
regulations at 45 CFR part 84;

         (2) The Age Discrimination Act of 1975 as implemented by regulations at
45 CFR part 91;

         (3) The Americans With Disabilities Act;

         (4) The Rehabilitation Act of 1973;

         (5) The Health Insurance Portability and Accountability Act;

         (6) Other laws applicable to recipients of Federal funds; and

         (7) All other applicable laws, regulations, and rules.
         [422.502(h)(1)]

B. The M+C Organization is receiving Federal payments under this contract, and
related entities, contractors, and subcontractors paid by the M+C Organization
to fulfill its obligations under this contract are subject to certain laws that
are applicable to individuals and entities receiving Federal funds. The M+C
Organization agrees to inform all related entities, contractors and
subcontractors that payments that they receive are, in whole or in part, from
Federal funds.
         [422.502(h)(2)]

C. In the event that any provision of this contract conflicts with the
provisions of any statute or regulation applicable to an M+C Organization, the
provisions of the statute or regulation shall have full force and effect.

                                    Article X

                                  Severability

The M+C Organization agrees that, upon CMS' request, this contract will be
amended to exclude any M+C plan or State-licensed entity specified by CMS, and a
separate contract for any such excluded plan or entity will be deemed to be in
place when such a request is made.
         [422.502(k)]


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<PAGE>
In witness whereof, the parties hereby execute this contract.

FOR THE M+C ORGANIZATION

Todd S. Farha                              President & CEO
---------------------------------          -------------------------------------
Printed Name                               Title


/s/ TODD S. FARHA                          9/5/2003
---------------------------------          -------------------------------------
Signature                                  Date


                                           6800 N. Dale Mabry Hwy., Ste. 268
Well Care HMO, Inc.                        Tampa, FL  33614
---------------------------------          -------------------------------------
Organization                               Address


FOR THE CENTERS FOR MEDICARE & MEDICAID SERVICES


/s/ JEAN D. LEMASURIER                     9/26/03
---------------------------------          -------------------------------------
Jean D. LeMasurier                         Date
Acting Director
Health Plan Benefits Group
Center for Beneficiary Choices


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