<PAGE>

                                                                EXHIBIT 10.19.2



AMGEN                            RENAL CARE GROUP, INC. AGREEMENT NO. 200308361
--------------------------------------------------------------------------------



This Agreement ("Agreement") between Amgen USA Inc., located at One Amgen Center
Drive, Thousand Oaks, California 91320 ("Amgen") and Renal Care Group, Inc.,
located at 2525 West End Avenue, Suite 600, Nashville, Tennessee 37203 ("RCG"),
sets forth the terms and conditions for the purchase of EPOGEN(R) (Epoetin alfa)
and Aranesp(R) (darbepoetin alfa) (collectively, "Products") by RCG.,
exclusively for the treatment of dialysis patients.

         WHEREAS, Amgen and RCG are parties to Agreement #20010240, effective
         January 1, 2002, which has previously been amended and restated (the
         "Prior Agreement");

         WHEREAS, the Prior Agreement expires as of December 31, 2003, and the
         parties desire to enter into this Agreement to replace the Prior
         Agreement upon its expiration.

         NOW THEREFORE, in consideration of the premises and of the mutual
         covenants, representations and warranties set forth herein, the parties
         agree as follows:

1.       TERM OF AGREEMENT. The "Term" of this Agreement shall be defined as
         January 1, 2004 ("Commencement Date") through January 31, 2006
         ("Termination Date"). Until the beginning of the Term of this
         Agreement, the Prior Agreement shall remain in full force and effect
         between the parties.

2.       RCG AFFILIATES. RCG must provide Amgen with a complete list of its
         dialysis center affiliates ("Affiliates") on the date this Agreement is
         executed by RCG. Only those Affiliates approved by Amgen and referenced
         in Appendix B hereto will be eligible to participate under this
         Agreement. Modifications to the Affiliates included in Appendix B may
         be made pursuant to the request of RCG's corporate headquarters and are
         subject to approval and acknowledgment by Amgen in writing.
         Notification of proposed changes to the list of Affiliates must be
         provided by RCG to Amgen in writing at least thirty (30) days before
         the effective date of the proposed change. Amgen reserves the right to
         accept, reject, or immediately terminate any Affiliates with regard to
         participation in this Agreement, if Amgen reasonably determines that
         such Affiliate is not properly classified as a freestanding dialysis
         center or home dialysis support facility or if Amgen determines such
         Affiliate is a party to another purchase agreement for EPOGEN(R) or
         Aranesp(R) with Amgen.

3.       AFFILIATE ACQUISITIONS. Should RCG acquire additional Affiliates during
         the Term, and such acquisitions result in an aggregate incremental
         increase in total prior year base sales by more than * Million Dollars
         ($*), then Amgen and RCG agree to meet and in good faith review the
         Agreement in light of the evolving business conditions. For purposes of
         this section, base sales will be derived using the rolling twelve (12)
         month period immediately preceding the Affiliate acquisition that
         causes RCG to meet the * Million Dollars ($*) limitation, and using the
         * in effect at *.

4.       OWN USE. RCG hereby certifies that Products purchased hereunder shall
         be for RCG's "own use", for the exclusive treatment of dialysis
         patients.

5.       AUTHORIZED WHOLESALERS. Attached hereto as Appendix C is a complete
         list, as of the date of execution of this Amendment, of the wholesalers
         from which RCG intends to purchase Products pursuant to this Agreement.
         All of the wholesalers so designated by RCG are hereby approved by
         Amgen to participate in this program and are deemed "Authorized
         Wholesalers". Notification of proposed changes to the list of
         Authorized Wholesalers must be provided to Amgen in writing at least
         thirty (30) days before the effective date of the. proposed change.
         Amgen reserves the right to accept, reject, or immediately terminate
         any wholesaler with regard to participation


------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.

<PAGE>
                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------

         in this Agreement. In the event Amgen terminates any Authorized
         Wholesaler from which RCG is purchasing Products, Amgen will work with
         RCG to identify other possible Authorized Wholesalers from which RCG
         may purchase Products. In the event that RCG is unable to identify
         another Authorized Wholesaler from which RCG may purchase Products, and
         subject to receipt and approval of an *. RCG agrees to require all
         Authorized Wholesalers to submit product sales information directly to
         Amgen and to a third-party sales reporting organization designated by
         Amgen.

6.       QUALIFIED PURCHASES. Only Products purchased under this Agreement by
         RCG through *.

7.       COMMITMENT TO PURCHASE. RCG agrees to exclusively purchase Products for
         all of its dialysis use requirements for erythropoietic stimulating
         protein. RCG may purchase another brand of erythropoietic stimulating
         protein for its dialysis use requirements only for the time, and only
         to the extent, that Amgen has notified RCG's corporate headquarters in
         writing that Amgen cannot supply Products within and for the time
         period reasonably required by RCG or for use by any Affiliate that has
         been rejected or excluded by Amgen from participating in this Agreement
         pursuant to any provision of this Agreement.

8.       CONFIDENTIALITY. Both Amgen and RCG agree that this Agreement
         represents and contains confidential information which shall not be
         disclosed to any third party, or otherwise made public, without prior
         written authorization of the other party, except where such disclosure
         is contemplated hereunder or required by law, and then only upon prior
         written notification to the other party.

9.       DISCOUNTS. RCG may qualify for. discounts and incentives in accordance
         with the schedules and terms set forth in Appendix A. Discounts in
         arrears will be paid in the form of a check payable to RCG's corporate
         headquarters. Discounts in arrears will be calculated in accordance
         with Amgen's discount calculation policies based on * using the
         prevailing * in effect as of the date of purchase as the calculation
         price, except as otherwise provided hereunder. Upon vesting of all
         earned discounts, Amgen will use its best efforts to make such
         discounts available within * after receipt by Amgen of data, in a form
         reasonably acceptable to Amgen, detailing all * during the applicable
         period. Discount amounts, as calculated by Amgen, must equal or exceed
         $* for the applicable period to qualify. Subject to the section
         entitled "Breach of Agreement", in the event that Amgen is notified in
         writing that RCG and/or any Affiliates are acquired by another entity
         or a change of control otherwise occurs with respect to RCG or an
         Affiliate, any discounts which may have been earned hereunder shall be
         paid in the form of a check payable to RCG's or the Affiliate's
         corporate headquarters subject to the conditions described herein. If
         any Affiliates are added to or deleted from this Agreement during any
         of the periods used for comparison, for any of the discounts paid in
         arrears contained herein, Amgen reserves the right in its sole and
         reasonable discretion to appropriately adjust RCG's discounts for the
         relevant periods, by including or excluding any purchases made by those
         Affiliates during any of those periods.

10.      TREATMENT OF DISCOUNTS. RCG agrees that it will properly disclose and
         account for any discount or other reduction in price earned hereunder,
         in whatever form, (i.e. pricing, discount, or incentive) in a way that
         complies with all applicable federal, state, and local laws and
         regulations, including without limitation, Section 1128B(b) of the
         Social Security Act and its implementing regulations. Section 1128B(b)
         requires that a provider of services will properly disclose and
         appropriately reflect the value of any discount or other reduction in
         price earned in the costs claimed or charges made by the provider under
         a federal health care program, as that term is defined in Section
         1128B(f). RCG also agrees that it will (a) claim the benefit of such
         discount received, in whatever form, in the fiscal year in which such
         discount was earned or the year after, (b) fully and accurately report
         the value of such discount in any cost reports filed under Title XVIII
         or Title XIX of the Social Security Act, or a state health care
         program, and (c) provide, upon request by the U.S. Department of Health
         and Human Services or a state


-----------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.



                                     - 2 -
<PAGE>

                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------

         agency or any other federally funded state health care program, the
         information furnished by Amgen concerning the amount or value of such
         discount. RCG's corporate headquarters agrees that it will advise all
         Affiliates, in writing, of any discount received by RCG's corporate
         headquarters hereunder with respect to purchases made by such
         Affiliates and that said Affiliates will account for any such discount
         in accordance with the above stated requirements.

11.      DATA COLLECTION. RCG agrees all data to be provided to Amgen pursuant
         to this Agreement shall be in a form that does not disclose the
         identity of any patient or any other patient-identifying information
         such as name, address, telephone number, birth date, all or part of a
         social security number, medical record number or prescription number.
         RCG and Amgen agree to use and accept only those patient identifiers
         compliant with the federal medical privacy standards codified under 45
         C.F.R. parts 160 and 164 pursuant to the Health Insurance Portability
         and Accountability Act ("HIPAA"). RCG acknowledges the data to be
         supplied to Amgen pursuant to this Agreement shall be used to support
         verification of the discounts and incentives referenced herein, as well
         as for Amgen-sponsored research concerning the role of Products in
         improving treatment outcomes and quality of life of dialysis patients.
         RCG shall consistently use a unique alpha-numeric code (which shall not
         be the same as part or all of the patient's social security number) as
         a "case identifier" to track the care rendered to each individual
         patient over time, and such case identifier shall be included in the
         data provided to Amgen. The key or list matching patient identities to
         their unique case identifiers shall not be provided to Amgen personnel,
         In furtherance of Amgen research, RCG may agree from time to time to
         use its key to update the patient care data by linking it with
         information concerning health outcomes, quality of life, and other
         pertinent data that may become available to Amgen from other sources.
         Any such linking of data sources shall not provide the identity of any
         patient to Amgen. Amgen agrees it will maintain data supplied under
         this Agreement in confidence and it will not use such data to identify
         or contact any patient. No reports by Amgen concerning analyses of the
         data or the results of such research shall disclose the identity of any
         patient.

12.      BREACH OF AGREEMENT. If either party materially breaches this
         Agreement, then the other party may terminate this Agreement for breach
         upon thirty (30) days' advance written notice. Upon termination of this
         Agreement by Amgen in accordance with this Section 12, Amgen shall have
         no obligation to continue to offer the terms described herein or pay
         any further discounts to RCG.

13.      GOVERNING LAW. This Agreement shall be governed by the laws of the
         State of California and the parties hereby submit to the jurisdiction
         of the California courts, both state and federal.

14.      WARRANTIES. Each party represents and warrants to the other that this
         Agreement: (a) has been duly authorized, executed, and delivered by it,
         (b) constitutes a valid, legal, and binding agreement enforceable
         against it in accordance with the terms contained herein, and (c) does
         not conflict with or violate any of its other contractual obligations,
         expressed or implied, to which it is a party or by which it may be
         bound. The party executing this Agreement on behalf of RCG specifically
         warrants and represents to Amgen that he is authorized to execute this
         Agreement on behalf of and has the power to bind RCG and the Affiliates
         to the terms set forth in this Agreement. The party executing this
         Agreement on behalf of Amgen specifically warrants and represents to
         RCG that he is authorized to execute this Agreement on behalf of and
         has the power to bind Amgen to the terms set forth in this Agreement.

15.      NOTICES. Any notice or other communication required or permitted
         hereunder shall be in writing and shall be deemed given or made when
         delivered in person or when sent to the other party by first class
         mail, nationally recognized overnight delivery service or other means
         of written communication at the respective party's current address or
         at such other address as the party shall have furnished to the other in
         accordance with this provision.



                                      - 3 -
<PAGE>
                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------

16.      COMPLIANCE WITH HEALTH CARE PRICING AND PATIENT PRIVACY LEGISLATION AND
         STATUTES; DATA USE AGREEMENT.

         (a) Notwithstanding anything contained herein to the contrary, at any
         time following the enactment of any federal, state, or local law or
         regulation that in any manner reforms, modifies, alters, restricts, or
         otherwise affects the pricing of or reimbursement available for
         Products, including but not limited to a reimbursement or use decision,
         by Centers for Medicare and Medicaid Services ("CMS"), Amgen may, in
         its sole discretion, upon thirty (30) days notice, exclude any
         Affiliates from participating in this Agreement, unless such Affiliates
         certifies in writing that they are, or will be, exempt from the
         provisions thereunder. Additionally, to assure compliance with any
         existing federal, state or local statute, regulation or ordinance,
         Amgen reserves the right, in its sole discretion, to exclude any
         Affiliates from the pricing and discount provisions of this Agreement.
         In the event there is a future change in Medicare, Medicaid, or other
         federal or state statute(s) or regulation(s) or in the interpretation
         thereof, which renders any of the material terms of this Agreement
         unlawful or unenforceable, this Agreement shall continue only if
         amended by the parties as a result of good faith negotiations as
         necessary to bring the Agreement into compliance with such statute or
         regulation.

         (b) Notwithstanding anything contained herein to the contrary, at any
         time following the enactment of any federal, state, or local law or
         regulation relating to patient privacy of medical records that in any
         manner reforms, modifies, alters, restricts, or otherwise affects any
         of the data received or to be received in connection with any of the
         incentives contemplated under this Agreement, either party may, in its
         discretion, upon thirty (30) days' notice, seek to modify this
         Agreement with respect to the affected incentive. RCG and Amgen shall
         meet and in good faith seek to mutually agree to modify this Agreement
         to accommodate any such change in law or regulation, with the intent
         to, if possible, retain the essential * structure of the affected
         incentive. If the parties, after reasonable time, are unable to agree
         upon a modification, Amgen shall be entitled to terminate the affected
         incentive upon thirty (30) days' notice or upon such date that the law
         or regulation requires, provided that, if Amgen so terminates an
         incentive, RCG shall be entitled to terminate this Agreement upon
         thirty (30) days notice.

         (c) Notwithstanding anything contained herein to the contrary, this
         Agreement is effective only as of the date the parties hereto execute a
         mutually agreeable Data Use Agreement pursuant to which RCG may
         disclose a Limited Data Set of patient information to Amgen (as
         specified in the Data Use Agreement and which shall include, at a
         minimum, the data fields to be received by Amgen in connection with
         this Agreement) for purposes of Amgen's Healthcare Operations,
         Research, and Public Health analyses, and RCG's Healthcare Operations,
         Unless otherwise specifically defined in this Agreement, each
         capitalized term used in this Section 16(c) shall have the meaning
         assigned to such term by HIPAA. If RCG terminates the Data Use
         Agreement for any reason, Amgen shall be entitled to terminate this
         Agreement immediately.

17.      FORCE MAJEURE. Neither party will be liable for delays in performance
         or nonperformance of this Agreement or any covenant contained herein if
         such delay or nonperformance is a result of Acts of God, civil or
         military authority, civil disobedience, epidemics, terrorism, war,
         failure of carriers to furnish transportation, strike, lockout or other
         labor disturbances, inability to obtain material or equipment, or any
         other cause of like or different nature beyond the control of such
         party.

18.      RIGHT OF FIRST OFFER. RCG shall promptly notify Amgen in the event it
         receives a competing offer from any third party for the sale of
         products in the same therapeutic class as the Products. Amgen shall
         have the right in such event to have forty-five (45) days to respond to
         RCG with its own pricing terms relating to products.

------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.


                                     - 4 -
<PAGE>

                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------

19.      MISCELLANEOUS. No modification of this Agreement will be effective
         unless mutually agreed upon, made in writing, and executed by a duly
         authorized representative of each party, except as otherwise provided
         hereunder. Neither party may assign this Agreement to a third party
         without the prior written consent of the other party. This Agreement
         may be executed in one or more counterparts, each of which is deemed to
         be an original but all of which taken together constitute one and the
         same agreement.

20.      ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
         between the parties and supersedes all prior written or oral proposals,
         agreements, or commitments pertaining to the subject matter and periods
         of time covered herein.

Please retain one fully executed original for your records and return the other
fully executed original to Amgen.


Amgen USA Inc.                               Renal Care Group, Inc.

Signature: /s/ Kurt M. Harman                Signature: /s/ Robert K. Stillwell
           -------------------------                    ------------------------

Print Name: Kurt M. Harman                   Print Name: Robert K. Stillwell
            ------------------------                     -----------------------

Print Title:  Associate Director             Print Title: Senior Vice President
              ----------------------                      ----------------------

Date: November 1, 2003                       Date: October 30, 2003
      ------------------------------               -----------------------------



                                     - 5 -

<PAGE>

                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------

                APPENDIX A: DISCOUNT PRICING, SCHEDULE, AND TERMS

1.       PRICING - ARANESP(R). RCG and Affiliates may purchase Aranesp(R)
         (darbepoetin alfa) through * at a * off of the prevailing *. Amgen
         reserves the right to change the * at any time. Resulting prices do not
         include any*.

2.       PRICING EPOGEN(R). RCG and Affiliates may purchase EPOGEN(R) (Epoetin
         alfa) directly from Amgen or through * at a *, subject to the terms and
         conditions of Section 3 below. Amgen reserves the right to change the
         at any time. Resulting prices do not include *. All discounts earned in
         arrears hereunder (also known as "rebates"), through the Term of the
         Agreement, shall be calculated based upon *.

3.       REBATE/INCENTIVE QUALIFICATION REQUIREMENTS. In order for RCG to be
         eligible to receive any rebates or incentives described in Section 5 of
         this Appendix A, RCG must satisfy the following two (2) qualification
         requirements:

         (a) *: No more than * of RCG's patients may have * during each * during
         the Term of this Agreement. For purposes of this Agreement, the * of
         the Term of this Agreement shall be measured from * through *. If this
         criteria is not met during any * of the Term of the Agreement, RCG will
         not qualify for any rebates described below in this Appendix A during
         that. Failure of RCG to qualify under this provision during a
         particular *. The * for each dialysis patient will be based upon the
         average of all * for each patient during each *. RCG and Affiliates
         must provide the following information for each dialysis patient to
         Amgen or to a data collection vendor specified by Amgen, on a *, and no
         later than * after *; all * for each dialysis patient, the date of each
         *, and a consistent, unique, alpha-numeric identifier (sufficient
         consistently to track an individual patient without in any way
         violating the de-identification provisions of HIPAA at 45 CFR 164.514),
         along with the name, address and phone number of the particular
         Affiliate at which each patient received treatment. To the extent
         permitted by applicable law, Amgen may utilize the data detailed in
         this provision for any purpose, and reserves the right to audit all
         such data. Under no circumstances should such data include any patient
         identifiable information including, without limitation, name, all or
         part of social security number, address, medical record number, or
         prescription number. The identity of the account submitting the data
         .and any association with the data will remain confidential. The * must
         be derived from * taken immediately before dialysis treatment using any
         automated *, must be reported to the *, and must be submitted directly
         from the clinical laboratory in a format reasonably acceptable to
         Amgen. Handwritten reports are not acceptable; only electronic
         submission of the data will be accepted; and

         (b) *: RCG's aggregate Qualified Purchases of EPOGEN(R) and Aranesp(R)
         during * through * and * through * by all Affiliates listed on Appendix
         B on the Commencement Date of this Agreement and those added at the
         beginning of * must equal or exceed * and * respectively *, of the * of
         EPOGEN(R) and Aranesp(R) by those same Affiliates for the time period
         from * through *, for *, and from * through * for *. For purposes of
         calculating the *, EPOGEN(R) and Aranesp(R) base sales during each
         applicable time period shall be derived using the *; All estimated
         payments for discounts in arrears that contain growth requirements will
         be measured by using a *. If RCG has not satisfied the * for any
         particular *, then *. The determination as to RCG's attainment or
         failure to attain the * shall be based upon the * in effect on the
         Commencement Date; and

         (c) In addition to the above requirements and notwithstanding anything
         contained herein to the contrary, in the event RCG's * of EPOGEN(R)
         during the period * through * by all Affiliates listed on Appendix B on
         the Commencement Date of this Agreement exceeds * of the * of EPOGEN(R)
         by those same Affiliates for the same time period from * through * .
         For purposes of determining the foregoing, * during each applicable
         time period shall be derived using the * in effect at the Commencement
         Date.


------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.


                                     - 6 -
<PAGE>

                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------

4.       PARTNER INFORMATION PROGRAM *. For the Term of the Agreement RCG shall
         be eligible to receive a * provided certain data elements are
         transmitted to Amgen electronically. The * will be calculated as a * of
         EPOGEN(R) attributable to RCG during each *. To qualify for *, the
         following * must be submitted to Amgen by RCG and all Affiliates in *:
                                                                   *

Such * must be submitted, on a * basis, and no later than * after *. If such *
is received more than * after * within a given*, the * of EPOGEN(R) attributable
to RCG during such * will be excluded from the calculation of the * for that *.
Notwithstanding the foregoing, if Amgen receives all required data from a *
within the time frame referenced above for *, the * of EPOGEN(R) attributable to
RCG and all Affiliates during such *, will be included in the calculation of the
* for that *.

5.       *. For the Term of the Agreement, RCG may qualify for the * provided it
         meets the criteria described below in this Section 5. The Bone
         Metabolism Incentive is designed to improve patient Outcomes by
         encouraging an increase in the number of patients managed within both
         the * set forth in the * which recommends a target * and a * of *.

         (a) Requirements: In order to qualify for the *, RCG must meet the
         Rebate/Incentive Qualification Requirements contained in Section 3 of
         this Appendix A, and RCG and its Affiliates must provide Amgen the
         following data items, on a *, and no later than * after *, in an *. In
         the event * is submitted, instead of *, Amgen will convert such * to *
         by *. Amgen will convert all * for each patient by RCG and its
         Affiliates, AND all the * for each patient by RCG and its Affiliates
         into the * for each patient by RCG and its Affiliates, AND the average
         of all * for each patient by RCG and its Affiliates for each of the *
         (as defined in the schedule immediately below).

--------------------------------------------------------------------------------
                                        *
--------------------------------------------------------------------------------
                                        *
--------------------------------------------------------------------------------
                                        *
--------------------------------------------------------------------------------
                                        *
--------------------------------------------------------------------------------
                                        *
--------------------------------------------------------------------------------
                                        *
--------------------------------------------------------------------------------
                                        *
--------------------------------------------------------------------------------

         (b) Calculation: Assuming RCG and Affiliates have fulfilled all
         requirements as described in Section 5(a) above, to qualify for the *,
         RCG must achieve an increase in the *, as that term is defined below,
         from the, as that term is defined below, during each *, and such
         increase shall be defined as *.

For purposes of this Section 5, * shall mean the * for each patient by RCG and
its Affiliates AND the * for each patient by RCG and its Affiliates during the
period * through *; and * shall mean the * for each patient by RCG and its
Affiliates AND the * for each patient by ROG and its Affiliates for each of the
above referenced *.

Using the * described above, the * will be calculated as the *, as shown below:

                                        *
                                        *
                                        *
Using the * described above, which shall be calculated on a *, the * will be
calculated as the*, as shown below:

                                        *
                                        *
                                        *



------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.


                                     - 7 -
<PAGE>


                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------

The * shall then be calculated by *, as shown below:

                                        *
                                        *
The * will be calculated on a * in accordance with *. Following determination of
the *, Amgen shall then calculate RCG's * in accordance with the following
formula and the * listed below:

                                        *

                                        *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
                                        *

--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
                                        *

--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
                                        *

--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
                                        *

--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------
          *             *           *             *          *          *
--------------------------------------------------------------------------------

(c) Payment: The * will be calculated and paid to RCG on a *. Payment is
contingent upon receipt by Amgen of the Certification Letter (attached hereto as
Exhibit 1) and all required Data for the corresponding * (including the *). Such
data must be submitted, on a *, and no later than * after the *, If such data is
received more than * after * within a given *, the * of EPOGEN(R) attributable
to RCG during such * will be excluded from * for that *. Notwithstanding the
foregoing, if Amgen receives all required data from * within the time frame
referenced above for any * within a given *, the * of EPOGEN(R) attributable to
RCG and all Affiliates during such *, will be included in the calculation of *
for that *. However, if Amgen determines that any Affiliate is consistently not
submitting the required *. Subject to the terms of this Agreement, RCG will earn
the full * on RCG's * of EPOGEN(degree) during the * and during the period *
through *.

The * will vest * on the * and * respectively, and be paid * in accordance with
the terms and conditions described above.

------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.


                                     - 8 -

<PAGE>



                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------



                       APPENDIX B: LIST OF RCG AFFILIATES



(To be provided by RCG)








                                     - 9 -
<PAGE>





                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------

                         APPENDIX C: LIST OF WHOLESALERS

To ensure RCG receives the appropriate discount, it is important Amgen receives
RCG's current list of Authorized Wholesalers, The following list represents the
Wholesalers Amgen currently has associated with RCG's contract. Please update
the list by adding or deleting Wholesalers as necessary.

*



------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.



                                     - 10 -
<PAGE>



                                             AGREEMENT NO. 200308361 (CONTINUED)
--------------------------------------------------------------------------------


EXHIBIT #1

                           SAMPLE CERTIFICATION LETTER


Month X, 2004

FSDC Legal Name
Street Address
City, ST Zip

RE: Agreement No.
                 ----------------------

Dear                   :
     ------------------

Thank you for your participation in the *. In order for us to enroll you, we
require that a duly authorized representative of your organization sign the
certification below.

Upon receipt of this executed document, we will calculate the value of *. If we
do not receive the executed certification, we cannot provide you with this *.

If you have any questions regarding this letter please contact me at (805)
447-4134. Thank you for your assistance in returning this certification.

Sincerely,

--------------------------
Outcomes Incentive Analyst

CERTIFICATION:

On behalf of FSDC Legal Name and all eligible Affiliates participating in the *
under Agreement No.____________________, the undersigned hereby certifies that
the data submitted for each eligible Affiliate includes the required results
from all dialysis patients of such Affiliate, and does not include results from
non-patients. The party executing this document also represents and warrants
that it (i) has no reason to believe that the submitted data is incorrect, and
(ii) is authorized to make this certification on behalf of all eligible
Affiliates submitting data.

FSDC LEGAL NAME SIGNATURE:


Signature:
          ----------------------------

Print Name:
           ---------------------------

Print Title:
            --------------------------
Date:
      --------------------------------



------------
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange Commission.



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