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                                                                   EXHIBIT 10.23

                   AMENDED AND RESTATED IPA SERVICES AGREEMENT

This amended and Restated IPA Services Agreement ("Agreement") is made and
entered into by and between RENAISSANCE PHYSICIAN ORGANIZATION, INC., a
not-for-profit corporation organized under the laws of the State of Texas
("RPO"), and HealthSpring, Inc., d/b/a Texas HealthSpring,Inc. ("Texas
HealthSpring"), a Tennessee corporation licensed to operate in Texas as a health
maintenance organization, as of this first day of MARCH, 2003 (the "Effective
Date").

                                    RECITALS

A.   RPO is a medical group, individual practice, association, professional
     association, corporation or other public or private entity that provides or
     arranges for the provision of professional medical services and medical
     products.

B.   Texas HealthSpring is a corporation, which has the legal authority to enter
     into this Agreement, and to perform the obligations of Texas HealthSpring
     hereunder with respect to the Benefit Programs identified on the attached
     Addenda to this Agreement.

C.   Texas HealthSpring desires to enter into this Agreement to arrange for RPO
     to render Contracted Services to Members of various Benefit Programs.

D.   RPO desires to enter into this Agreement to render Contracted Services to
     Members of various Benefit Programs.

E.   Texas HealthSpring desires to offer various Benefit Programs to Members in
     the RPO Service Area. The Effective Date of this Agreement with respect to
     a particular Benefit Program shall be the date of receipt by Texas
     HealthSpring of all licensure, certifications and approvals or execution of
     contract(s) between Texas HealthSpring and the appropriate government
     agencies as required for Texas HealthSpring to offer or provide services in
     connection with, such Benefit Program in the RPO Service Area as
     hereinafter, provided.

F.   Texas HealthSpring and RPO executed that certain IPA Services Agreement as
     of October 1, 2002, and desire to amend and restate that agreement in its
     entirety as set forth in this Agreement

                                    AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and the covenants
contained herein, the parties hereby agree as follows:

I.   DEFINITIONS

     For purposes of this Agreement, the following terms shall have the meanings
     ascribed thereto unless another meaning is clearly required by the context
     in which such term is used. For purposes of Benefit Program(s) under the
     Medicare+Choice Program,
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     definitions respecting the matters set forth below shall not differ from
     the definitions set forth in Title XVIII, Part C of the Social Security Act
     (Sections 1851-1859; 42 U.S.C.A. Sections 1395w-21 to 28 (West Supp. 1998))
     and the rules and regulations promulgated thereunder.

     1.   AFFILIATE. Any person (as defined in Tex. Ins. Code Ann. Art. 21.49-1,
          Section 2(k)) that directly, or indirectly through one or more
          intermediaries, is controlled by, or is under common control with
          Texas HealthSpring.

     2.   BENEFIT PROGRAM. Texas HealthSpring's, an Affiliate's or a Payor's
          performance of its obligations to provide, arrange or administer
          health care, provider networks, administrative or other related
          services pursuant to a written agreement between a public or private
          employer, Government Agency or other entity and Texas HealthSpring on
          behalf of itself and an Affiliate. The Benefit Programs covered under
          this Agreement are attached hereto as Addenda as applicable, which may
          be amended from time to time.

     3.   BENEFIT PROGRAM REQUIREMENTS. The rules, procedures, policies,
          protocols and other conditions to be followed by RPO, RPO Providers
          and Participating Providers and Members with respect to providing
          Covered Medical Services under a particular Benefit Program.

     4.   CAPITATION COMPENSATION. The per Member per month (PMPM) payment,
          indicated in the applicable Addenda to this Agreement, payable monthly
          for each Member who has selected or been assigned to an RPO Provider
          requiring RPO to provide or arrange for the provision of RPO Risk
          Services.

     5.   CMS. The Centers for Medicare and Medicaid Services, an administrative
          agency of the United States government responsible for administering
          the Medicare+Choice Program.

     6.   CMS CONTRACT. The contract between Texas HealthSpring or Payor and CMS
          under the Medicare+Choice Program

     7.   CONTRACTED SERVICES. All professional medical and other Covered
          Medical Services, except Non-Covered Services, to be rendered by RPO
          or an RPO Provider to a Member in accordance with this Agreement.
          Where and when applicable, Contracted Services are defined as RPO Risk
          Services which are specified in an exhibit to the applicable Addendum.

     8.   COORDINATION OF BENEFITS. The allocation of financial responsibility
          between two or more payors of health care services, each with a legal
          duty to pay for or provide Covered Medical Services to a Member at the
          same time.

     9.   COPAYMENT. That portion of the cost of Covered Medical Services that a
          Member is obligated to pay under a particular Benefit Program,
          including a deductible and co-insurance. A Copayment may be either a
          fixed dollar amount or a percentage of the applicable Participating
          Provider contract rate. Texas HealthSpring will
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          advise Participating Providers of the amounts or methods by which
          Copayments may be determined and/or as outlined in the Provider
          Manual.

     10.  COVERED MEDICAL SERVICES (COVERED SERVICES). The Medically Necessary
          health care services and supplies that a Member is entitled to receive
          benefits for in accordance with a Benefit Program as outlined in the
          applicable Addendum to this Agreement. Texas HealthSpring may waive
          any provision of the Benefit Program for an individual Member on a
          case-by-case basis; furthermore, Texas HealthSpring shall have final
          authority in determining whether services are Covered Medical
          Services.

     11.  DELEGATED SERVICES. The administrative services, including but not
          limited to, services provided under the Utilization Management
          Program, the credentialing of RPO Providers, and claims processing and
          payment to RPO Providers performed by RPO or RPO's designee. RPO shall
          perform Delegated Services on behalf of Texas HealthSpring as required
          to provide or arrange for the provision of Covered Medical Services in
          accordance with this Agreement, a delegation services agreement of
          even date herewith by and between Texas HealthSpring and RPO (the
          "Delegated Services Agreement"), as amended from time to time, and the
          HMO Laws.

     12.  EMERGENCY (EMERGENCY SERVICES). Health care services provided in a
          hospital emergency facility or comparable facility to evaluate and
          stabilize medical conditions manifesting themselves by acute symptoms
          of a recent onset and sufficient severity, including but not limited
          to severe pain, that would lead a prudent layperson, possessing an
          average knowledge of medicine and health to believe that his or her
          condition, sickness, or injury is of such a nature that failure to get
          immediate medical care could result in:

          -    placing the patient's health in serious jeopardy (or, in the case
               of a behavioral condition, placing the health of such person or
               others in serious jeopardy);

          -    serious impairment to bodily functions;

          -    serious dysfunction of any bodily organ or part;

          -    serious disfigurement; or

          -    in the case of a pregnant woman, serious jeopardy to the health
               of the fetus.

     13.  GOVERNMENT AGENCY. Any local, State or federal government agency or
          entity with regulatory or other authority over Texas HealthSpring,
          this Agreement or any Benefit Program.

     14.  HMO LAWS means, collectively, the Health Maintenance Organization Act
          of 1973 (42 U.S.C.A. Sections 300eto 300e-17) and applicable
          regulations thereunder, the Employee Retirement Income Security Act of
          1974 (29 U.S.C.A. Sections 1001-1461) and applicable regulations
          thereunder, the Texas Health Maintenance Organization Act (Tex. Ins.
          Code Ann. Art. 20A.01-20A.39) and applicable regulations thereunder;
          Title XVIII and Title XIX of the Social Security Act and applicable
          regulations thereunder; all statutes, regulations and written guidance
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          issued by the applicable Government Agency applicable to a Benefit
          Program; and any additional State, local or federal laws and
          regulations applicable to Texas HealthSpring, as amended from time to
          time.

     15.  MEDICALLY NECESSARY. The term "Medically Necessary," as applied to a
          health care service, means that the service satisfies all of the
          following conditions:

          -    it is required for the diagnosis, treatment or prevention of an
               illness or injury, or a medical condition such as pregnancy,

          -    it could not be omitted without adversely affecting the Member's
               condition;

          -    it is not primarily for the convenience of the Member or the
               treating provider;

          -    it is generally accepted as safe and effective treatment under
               standard medical practice in the community where the service is
               rendered and;

          -    it is provided in the most cost-efficient manner that is
               consistent with an appropriate level of care.

     16.  MEDICARE+CHOICE PROGRAM. The comprehensive managed care program for
          Medicare created under the Balanced Budget Act of 1997 and contained
          in Title XVIII, Part C of the Social Security Act (Sections 1851-1859;
          42 U.S.C.A Sections 1395w-21 to -28 (West Supp. 1998)) and the rules
          and regulations promulgated thereunder.

     17.  MEDICARE+CHOICE SERVICE AREA. The portion of the Service Area approved
          by the appropriate Government Agencies as being the area in which
          Texas HealthSpring may market and enroll Medicare+Choice Members (as
          defined in Addendum A). At any given time during the term of this
          Agreement, the Medicare+Choice Service Area consists of the list of
          counties currently approved by the appropriate Government Agencies as
          the Medicare+Choice Service Area.

     18.  MEMBER: A person who is eligible to receive Covered Medical Services
          under a Benefit Program included in this Agreement.

     19.  NON-COVERED SERVICES. Those health care services and supplies which
          are determined not to be Medically Necessary, or which otherwise are
          not Covered Medical Services under the applicable Benefit Program.

     20.  OUT-OF-AREA SERVICES. Those Urgently Needed Services (as defined in
          Addendum A related to the Medicare+Choice Program) and Emergency
          Services provided while a Member is outside the Service Area.

     21.  PARTICIPATING PROVIDER. A hospital, physician, physician organization,
          other health care practitioner or other organization which has a
          direct or indirect contractual relationship with Texas HealthSpring, a
          Payor or another Participating Provider to provide certain Covered
          Medical Services.

     22.  PAYOR. Any public or private entity, which provides, administers,
          funds, insures or is responsible for paying Texas HealthSpring for
          Covered Medical Services rendered to Members under a Benefit Program.
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     23.  PAYOR AGREEMENT. An agreement, directly or indirectly, between Texas
          HealthSpring or an Affiliate and a Payor.

     24.  PRIMARY CARE PHYSICIAN (PCP). The RPO Provider who is responsible
          pursuant to the applicable Benefit Program for coordinating and
          managing the delivery of Covered Medical Services to certain members
          selected or assigned to such physician and for whom RPO receives
          Capitation Compensation.

     25.  PRIOR AUTHORIZATION. The written or telephonic, with written follow-up
          approval by Texas HealthSpring an Affiliate, a Payor, or other
          authorized person or entity, prior to admitting a Member to a
          hospital, or to providing certain other Covered Medical Services to a
          Member, which approval is required under the Utilization Management
          Program of the applicable Benefit Program.

     26.  QUALITY IMPROVEMENT PROGRAM. The functions, including, but not limited
          to, credentialing and certification of RPO Providers, review and audit
          of medical and other records, outcome rate reviews, peer review and
          provider appeals and grievance procedures ("Member Grievance
          Procedures" or "Medicare+Choice Grievance Procedures") performed or
          required by Texas HealthSpring, an Affiliate, a Payor, or any other
          authorized person or entity, to review the quality of Covered Medical
          Services rendered to Members.

     27.  REFERRAL. When required under a Benefit Program, the written approval
          from the Member's PCP, which may specify the number of visits, the
          type and number of treatments, or period of time, in relation to the
          diagnosis, that will constitute Covered Medical Services as may
          required under a Utilization Management Program and Benefit Program
          for a Member to receive Covered Medical Services from a physician
          (usually a specialist) or other health care professional or
          organization. Referral to a non-Participating Provider generally
          requires Prior Authorization.

     28.  RPO PROVIDER. The physicians and allied health professionals who
          contract with RPO, or are employed by RPO Providers, to provide
          Contracted Services to Members.

     29.  RPO RISK SERVICES. Contracted Services and such other Covered Medical
          Services as referenced in Exhibit 3 to Addendum A for which RPO has
          accepted Capitation Compensation under the applicable Benefit Programs
          to which the Addendum applies.

     30.  RPO SERVICE AREA. The geographic area(s), specified by county, or a
          portion thereof, in which RPO shall provide Contracted Services or
          arrange for the provision of Covered Medical Services for Members by
          Benefit Program which are described in the applicable Addendum to this
          Agreement. The RPO Service Area may be amended as agreed upon between
          Texas HealthSpring and RPO in accordance with Section 6.1 below.
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     31.  SERVICE AREA. The geographical area in which Texas HealthSpring is
          authorized by law to serve Members in accordance with the terms and
          conditions of this Agreement.

     32.  STATE. The state of Texas, which has issued the licensure,
          certification and accreditation of Texas HealthSpring and in which RPO
          and RPO Providers are to provide Contracted Services under this
          Agreement.

     33.  UTILIZATION MANAGEMENT PROGRAM. The functions, including, but not
          limited to Prior Authorization, Referral and prospective, concurrent
          and retrospective review, performed or required by Texas HealthSpring,
          an Affiliate, a Payor, or any other authorized person or entity, as
          required by the HMO Laws, to review and determine whether medical
          services or supplies which have been or will be provided to Members
          are covered under a Benefit Program and meet the criteria as Medically
          Necessary.

II.  PERFORMANCE PROVISIONS/REPRESENTATIONS OF RPO AND RPO PROVIDERS

     2.1. RPO REPRESENTATIONS AND WARRANTIES.

          (a)  RPO warrants that it has the authority to contract on behalf of
               RPO Providers and to bind them to all of the terms and provisions
               of this Agreement. RPO will provide Texas HealthSpring with
               representative agreements or certified excerpts thereof
               demonstrating such authority. RPO will notify RPO Providers of
               their rights and duties under this Agreement, and of all
               amendments and modifications thereto.

          (b)  RPO agrees to provide Texas HealthSpring with copies of its
               current standard agreements with RPO Providers concurrently with
               the execution of this Agreement and, thereafter, upon each
               anniversary of this Agreement's Effective Date, its written
               policies and procedures pursuant to such agreements, and its
               bylaws and articles of incorporation and any modifications
               thereto. No such modification shall affect the terms of this
               Agreement unless Texas HealthSpring and RPO agree in writing to
               make such modification part of this Agreement.

          (c)  RPO represents that the terms of this Agreement do not conflict
               with the terms of its agreements with RPO Providers; nonetheless,
               RPO represents that the terms of this Agreement shall apply in
               any situation where there is an inconsistency or conflict with
               the terms of any agreement between the RPO Provider and RPO or
               with respect to any matter which is not addressed in any such
               agreement between the RPO Provider and RPO, and that RPO shall be
               responsible to Texas HealthSpring for any such inconsistency or
               conflict in terms.

          (d)  RPO shall provide Texas HealthSpring with, but not limited to, a
               list of the names, practice locations, federal tax identification
               numbers, medical
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               practice license number, DEA number, DPS number. Medicare
               certification number, professional practice name and legal
               partnerships and the business hours of all physicians and allied
               health professionals that contract with RPO in a format
               acceptable to RPO and Texas HealthSpring. Texas HealthSpring and
               RPO shall mutually agree upon the inclusion of specific
               physicians and allied health professionals to be RPO Providers.
               RPO shall provide Texas HealthSpring with updated additions,
               deletions, status changes, and address changes to the list of RPO
               Providers in a format acceptable to Texas HealthSpring. Texas
               HealthSpring and RPO shall mutually agree when to include
               additional physicians and other providers of health care as RPO
               Providers under this Agreement. Texas HealthSpring and RPO shall
               come to agreement over the inclusion of additional physicians and
               other providers of health care as RPO Providers within sixty (60)
               days following Texas HealthSpring's receipt of RPO's request.

          (e)  RPO shall use commercially reasonable efforts to ensure that all
               RPO Provider comply with all applicable terms and conditions of
               this Agreement, including, without limitation, the obligations of
               RPO set forth in Section 2, Section 3 and Section 5 hereof, and
               to ensure that the obligations contained in such Sections are
               included in RPO's agreements with RPO Providers.

          (f)  RPO shall notify Texas HealthSpring in writing at least sixty
               (60) days prior to any action by RPO to terminate an RPO
               Provider's agreement with RPO. When sixty (60) days prior notice
               is not possible, RPO shall provide as much advance notice as
               possible. RPO shall immediately notify Texas HealthSpring
               whenever an RPO Provider fails to renew his or her agreement with
               RPO, whenever RPO has reason to believe an RPO Provider will fail
               to renew his or her agreement with RPO, and whenever RPO knows of
               an occurrence causing the immediate termination of an RPO
               Provider under Section 2.1(h) of this Agreement.

          (g)  RPO shall terminate the participation of a particular RPO
               Provider under this Agreement immediately upon request of Texas
               HealthSpring, after appropriate notification to the Board of
               Directors of RPO, in the event of:

               (1)  any misrepresentation or fraud by an RPO Provider in the
                    credentialing process; or

               (2)  any action by an RPO Provider which, in the reasonable
                    judgment of Texas HealthSpring, constitutes gross misconduct
                    or may jeopardize the health and safety of a Member; or

               (3)  an RPO Provider's loss, suspension or restriction of his or
                    her license to practice medicine or dentistry, narcotic
                    registration
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                    certificate issued by the Drug Enforcement Administration
                    ("DEA"), or certification to participate in Medicare or
                    Medicaid.

          (h)  RPO shall terminate the participation of a particular RPO
               Provider under this Agreement upon request of Texas HealthSpring,
               after appropriate notification to the Board of Director of RPO,
               in the event of:

               (1)  an RPO Provider's failure to comply with Texas
                    HealthSpring's or a Payor's Utilization Management Program,
                    Quality Improvement Program and/or Texas HealthSpring's
                    credentialing criteria; or

               (2)  an RPO Provider's failure to maintain professional liability
                    insurance in accordance with this Agreement.

               (3)  A loss of medical staff privileges as a result of a quality
                    or peer review investigation or finding by the facility
                    having granted privileges.

          (i)  PROCESS OF TERMINATION. At least ninety (90) days prior to the
               termination of an RPO Provider's status as a Participating
               Provider, Texas HealthSpring shall provide written explanation to
               RPO of the reasons for termination, except in the case of
               imminent harm to patient health, action against license to
               practice medicine or dentistry or fraud or malfeasance, in which
               case termination may be immediate. On request and before the
               effective date of the termination of an RPO Provider's status as
               a Participating Provider, but within a period not to exceed sixty
               (60) days, an RPO Provider shall be entitled to a review of Texas
               HealthSpring's proposed termination by an advisory review panel,
               except in a case in which there is imminent harm to patient
               health or an action by a state medical or dental board, or other
               medical or dental licensing board, or other licensing board or
               Government Agency, that effectively impairs the RPO Provider's
               ability to practice medicine, dentistry, or another profession,
               or in a case of fraud or malfeasance. The advisory review panel
               shall be composed of Participating Providers including at least
               one representative in the RPO Provider's specialty or a similar
               specialty, if available, appointed to serve on the standing
               quality improvement committee or utilization review committee of
               Texas HealthSpring. The decision of the advisory review panel
               must be considered but is not binding. Texas HealthSpring shall
               provide to the affected RPO Provider, on request, a copy of the
               recommendation of the advisory review panel and Texas
               HealthSpring's determination. RPO Provider shall be entitled to
               an expedited review process by Texas HealthSpring on request of
               RPO Provider. Except for termination based on imminent harm to
               Members, Texas HealthSpring shall notify Members of the
               termination by Texas Health Spring of RPO Provider's status as a
               Participating Provider at least thirty (30) days prior to the
               effective date of the termination or the date the advisory review
               panel makes a formal recommendation.
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          (j)

               (1)  Effect of Termination. In the event that a Member is
                    receiving Contracted Services at the time the RPO Provider's
                    contract terminates, an RPO Provider shall continue to
                    provide Contracted Services to the Member until: (a)
                    treatment is completed; or (b) the Member is assigned to
                    another Participating Provider; or (c) Member ceases to be
                    covered; provided, however, that an RPO Provider may be
                    required by law to continue providing care beyond such
                    termination period to a Member who (1) has entered her
                    second trimester of pregnancy or (2) been diagnosed with a
                    terminal illness or (3) been identified by an RPO Provider
                    as having special circumstances, such as disability, acute
                    condition or life-threatening illness. Compensation to RPO
                    for such Contracted Services shall be at the rates contained
                    in the Addendum that applies to the applicable Benefit
                    Program. With respect to Benefit Programs under the
                    Medicare+Choice Program, RPO acknowledges and agrees that in
                    the event of Texas HealthSpring's or an applicable Payor's
                    insolvency or other cessation of operations, benefits to
                    Members will continue through the period for which payment
                    from CMS to Texas HealthSpring or such Payor has been paid,
                    and benefits of Members who are inpatients in a hospital on
                    the date of insolvency or other cessation of operations will
                    continue until their discharge. Compensation to the RPO
                    Provider shall be in accordance with the contract between
                    RPO and the RPO Provider, not to exceed (i) ninety (90) days
                    from effective date of termination or (ii) beyond nine (9)
                    months in the case of a Member who at the time of
                    termination has been diagnosed with a terminal illness or
                    special circumstance or (iii) through delivery of the child,
                    immediate postpartum and the follow-up checkup within the
                    first six weeks of delivery for a Member who at the time of
                    termination is past the 24th week of pregnancy.

               (2)  Member Notification. RPO and RPO Providers remain liable for
                    any obligations or liabilities arising from conduct prior to
                    the effective termination date. Texas HealthSpring shall
                    notify Members seeking professional services after the date
                    of termination that the RPO Provider is no longer a
                    Participating Provider. If an RPO Provider is terminated for
                    reasons other than the RPO Provider's request, Members will
                    not be notified until the effective date of the termination
                    is known or until such time as the review panel makes a
                    formal recommendation. If an RPO Provider is terminated for
                    reasons related to imminent harm, Texas HealthSpring will
                    notify Members immediately.
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               (3)  Continuity of Treatment. Texas HealthSpring will notify the
                    Member within thirty (30) days of any impending termination
                    of a Primary Care Physician from Texas HealthSpring's
                    network who is currently treating the Member. Texas
                    HealthSpring will notify the Member within thirty (30) days
                    of any impending termination of a specialist provider from
                    Texas HealthSpring's network, who is currently treating the
                    Member or has treated the Member within the past six (6)
                    months. If the RPO Provider's contract is terminated for any
                    reason other than medical competence or professional
                    behavior, RPO and RPO Provider shall continue the course of
                    treatment of a Member that began prior to such termination
                    or expiration until the Member can, without medically
                    injurious consequences, be transferred to the care of
                    another Participating Provider. RPO Provider shall be
                    compensated for the aforementioned continued provision of
                    ongoing treatment to a Member who is then receiving
                    Medically Necessary treatment in accordance with the
                    dictates of medical prudence for a special circumstance,
                    such as treatment for a Member who has a disability, acute
                    condition, or life-threatening illness, or is past the 24th
                    week of pregnancy in exchange for continuity of ongoing
                    treatment of a Member then receiving medically necessary
                    treatment in accordance with the dictates of medical
                    prudence. "Special circumstances" means a condition such
                    that the treating physician reasonably believes that
                    discontinuing care by the treating physician or provider
                    could cause harm to the Member. The special circumstance
                    shall be identified by the treating physician, who must
                    request that the Member be permitted to continue treatment
                    under the physician's care. In such cases, RPO will continue
                    to reimburse the physician at no less than at the contract
                    rate for the continued provision of ongoing treatment to a
                    Member and neither RPO nor RPO Provider may seek payment
                    from the Member of any amount for which the Member would not
                    be responsible if the physician were still in Texas
                    HealthSpring's Participating Provider network. RPO Provider
                    shall abide by the determination of the applicable Payor's
                    Member Grievance Procedure, including but not limited to
                    grievance procedures for resolving disputes regarding the
                    necessity for continued treatment, as described in the Texas
                    HealthSpring Member Grievance Procedures.

               (4)  RPO shall secure and compensate its own Medical Director who
                    shall oversee RPO's compliance with Texas HealthSpring's
                    professional review programs, and assist Texas HealthSpring
                    in the development of medical policy guidelines. Such
                    Medical Director shall interface with Texas HealthSpring's
                    Medical Director to support Texas HealthSpring's Utilization
                    and Quality Improvement Programs.
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     2.2. INDIVIDUAL PROVIDER REPRESENTATIONS AND WARRANTIES. RPO represents and
          warrants, for itself or for each RPO Provider, as applicable, that RPO
          or RPO Provider:

          (a)  is licensed by the State(s) to provide Contracted Services;

          (b)  provides Contracted Services in compliance with all applicable
               local, State, and federal laws, rules, regulations and
               professional standards of care;

          (c)  is certified to participate in Medicare under Title XVIII of the
               Social Security Act, and in Medicaid under Title XIX of the
               Social Security Act or other applicable State law pertaining to
               Title XIX of the Social Security Act;

          (d)  holds active staff privileges on the medical staff(s) of one or
               more hospital Participating Providers, where applicable or
               accesses the RPO hospital in-patient manager in lieu of holding
               such active staff privileges;

          (e)  holds a current DEA narcotic registration certificate, where
               applicable, and current State narcotics license;

          (f)  shall maintain such licensure, compliance, certification and
               registration throughout the term of this Agreement;

          (g)  shall maintain all required professional credentials and meet all
               continuing education requirements necessary to retain
               certification as mandated by county, state or Federal
               regulations; and

          (h)  shall maintain a professional relationship with, and shall be
               solely responsible to such Member for treatment and medical care
               for, each Member for whom such RPO Provider has been selected as
               such Member's PCP.

     2.3. PROVISION OF SERVICES. RPO agrees to render, or to ensure that RPO
          Providers render, Contracted Services to Members of the Benefit
          Programs covered under this Agreement, in accordance with:

          (a)  The terms and conditions of this Agreement;

          (b)  All laws, rules and regulations, policies and procedures
               applicable to RPO, Texas HeaithSpring, Affiliates and Payors;

          (c)  The Utilization Management Program, Quality Improvement Program,
               Benefit Program Requirements and grievance, appeals and other
               policies and procedures of the particular Benefit Program under
               which the Covered Medical Services are rendered;
<PAGE>
          (d)  The same manner, and with the same availability, as services are
               rendered to other patients;

          (e)  The minimum clinical quality of care and performance standards
               that are professionally recognized and/or adopted, accepted or
               established by Texas HealthSpring.

          (f)  Where and when applicable, RPO shall accept compensation for each
               Benefit Program outlined in the attached Addenda from an
               Affiliate in return for services to Members of Benefit Programs
               offered by an Affiliate.

     2.4. OFFICES AND HOURS. RPO shall use commercially reasonable efforts to
          cause RPO Providers to maintain such offices, equipment, patient
          service personnel and allied health personnel as may be necessary to
          provide Contracted Services under this Agreement. RPO shall cause RPO
          Provider to provide Contracted Services under this Agreement at RPO
          Provider's offices during normal business hours. Further, the RPO
          Provider that is on call shall be available to provide Covered Medical
          Services, when appropriate, on an Emergency basis twenty-four (24)
          hours a day, seven (7) days a week, but in no case to exceed one hour.
          RPO shall be available to authorize or deny authorization for
          Contracted Services for post stabilization care following treatment or
          stabilization of an Emergency medical condition, within the time
          appropriate to the circumstances relating to the delivery of the
          service and the condition of the patient.

     2.5. COVERAGE. RPO Provider shall arrange for coverage, in the event of RPO
          Provider's illness, vacation or other absence from his or her
          practice, and shall use his or her best efforts to ensure that such
          coverage is by a Participating Provider possessing the same or similar
          qualifications. If such coverage is not by a Participating Provider,
          RPO and RPO Provider shall use his or her best commercially reasonable
          efforts to cause such covering professional to abide by the terms of
          this Agreement.

     2.6. NON-DISCRIMINATION AND ACCEPTANCE OF MEMBERS. RPO and RPO Provider
          shall not discriminate against any Member in the provision of
          Contracted Services hereunder, whether on the basis of the Member's
          age, sex, race, color, religion, ancestry, national origin,
          disability, health status, source of payment, utilization of medical
          or mental health services or supplies or other unlawful basis in
          accordance with the HMO Laws, and additional State, local, and federal
          laws and regulations. Furthermore RPO and RPO Provider shall not
          discriminate against any Member in the provision of Contracted
          Services because of the filing by such Member of any complaint,
          grievance or legal action against RPO, RPO Provider, Texas
          HealthSpring, an Affiliate, or a Payor. RPO shall assure that if an
          RPO Provider is accepting new patients from health maintenance
          organizations other than Texas HealthSpring for a given Benefit
          Program, such RPO Provider shall continue to accept new Members under
          the applicable Benefit Program. If an RPO Provider will no longer be
          accepting new patients from any health
<PAGE>
          maintenance organizations, RPO will notify Texas HealthSpring in
          writing, at least sixty (60) days prior to the patient panel closure.

     2.7. SUBCONTRACTING. RPO shall not subcontract for the performance of
          Contracted Services under this Agreement without the prior written
          consent of Texas HealthSpring, which shall not be unreasonably
          withheld or delayed. RPO may subcontract for the provision of such
          services with entities acceptable to Texas HealthSpring. A subcontract
          with an RPO Provider shall be consistent with the terms and conditions
          of this Agreement and include an express agreement by RPO Provider (i)
          to perform the obligations of RPO Provider under this Agreement, (ii)
          that following payment by Texas HealthSpring to RPO in accordance with
          the terms and conditions of this Agreement, RPO is solely responsible,
          and Texas HealthSpring has no responsibility or liability, for any
          amounts owed to an RPO Provider for Contracted Services provided to
          Members by such RPO Provider, and (iii) Texas HealthSpring has no
          responsibility or liability as a result of nonpayment or other breach
          by RPO under its subcontract with RPO Provider. RPO agrees to oversee
          RPO Provider's performance of its obligations under such subcontract
          and to be accountable to Texas HealthSpring and Members for the
          negligent performance or nonperformance of any obligation under such
          subcontract related to the provision of Covered Medical Services to
          Members. Each RPO Provider must meet Texas HealthSpring's
          credentialing requirements as a condition precedent to RPO Provider's
          status as a Participating Provider under this Agreement. RPO shall
          furnish Texas HealthSpring with copies of the first page and signature
          page of such subcontracts within ten (10) days of execution of this
          Agreement and ten (10) days of execution of any subsequent
          subcontracts by RPO. Each such subcontractor shall meet Texas
          HealthSpring's credentialing requirements, prior to the subcontract
          becoming effective.

     2.8. UTILIZATION MANAGEMENT REQUIREMENTS. RPO agrees and shall use
          commercially reasonable efforts to cause all RPO Providers to
          participate in, cooperate with and comply with all decisions rendered
          in connection with Texas HealthSpring's, an Affiliate's, or a Payor's
          Utilization Management Program. RPO also agrees and shall use
          commercially reasonable efforts to cause all RPO Providers to provide
          such records and other information as may be required or requested
          under such Utilization Management Program. RPO shall accept delegation
          of and perform utilization management with respect to Contracted
          Services provided under this Agreement in accordance with the
          Delegated Services Agreement. RPO shall perform such utilization
          management in accordance with the performance standards and criteria
          of Texas HealthSpring or a Payor. Texas HealthSpring shall have the
          right to audit RPO's performance of utilization management as solely
          determined by Texas HealthSpring and to reassume the obligation for
          utilization management in the event Texas HealthSpring determines that
          RPO either does not have the capacity to perform, or is not
          effectively performing utilization management.

     2.9. PRIOR AUTHORIZATION AND REFERRALS. RPO shall be available for post
          Emergency stabilization authorizations as required by Section 2.4,
          above. Unless a particular
<PAGE>
          Benefit Program or Utilization Management Program contains no such
          requirement, or except in an Emergency, RPO agrees not to seek payment
          from Texas HealthSpring or a Payor for Contracted Services rendered to
          a Member unless Prior Authorization or a Referral was obtained for the
          rendering of such services. Such Prior Authorization or Referral may
          be issued by Texas HealthSpring, RPO or the applicable Payor, as
          applicable according to the Member's Benefit Program. Other than in an
          Emergency, RPO shall use commercially reasonable efforts to cause RPO
          Providers to agree to obtain Prior Authorization or a Referral, by
          telephone if necessary, before providing Contracted Services or
          ordering other Covered Medical Services. When and where RPO, on behalf
          of RPO Providers, is not compensated on a Capitation Compensation
          basis, if Prior Authorization or a Referral cannot be obtained, RPO
          Provider agrees to notify Texas HealthSpring or the applicable Payor,
          as applicable, as soon as possible, but no later than twenty-four (24)
          hours after providing the Contracted Services, or ordering the other
          Covered Medical Services, or on the next working day.

     2.10. PARTICIPATING PROVIDERS/MENTAL HEALTH CARE PROVIDERS. Except in an
          Emergency, as otherwise described in the applicable Benefit Program
          Requirements, or as otherwise required by law, RPO shall refer Members
          only to Participating Providers for Covered Medical Services. For
          certain specialized procedures and services which cannot be rendered
          by the Participating Providers, Texas HealthSpring or a Payor shall
          discuss the use of appropriate non-participating providers with RPO.
          Additionally, if so required under the applicable Benefit Program
          Requirements, RPO shall admit Members only to designated hospital
          Participating Providers. If Medically Necessary Covered Medical
          Services are not available through Texas HealthSpring's Participating
          Provider network, Texas HealthSpring will, upon request of a
          Participating Provider, within a reasonable time period, allow
          referral to a non-Participating Provider. In the event that a
          requested referral is denied, the request shall be reviewed by a
          specialist of the same or similar specialty or the type of physician
          or provider to whom a referral was requested if requested by the
          Member or the Member's Primary Care Physician. RPO and RPO Providers
          shall direct any Member who appears to be in need of mental health or
          chemical dependency services to the provider designated by Texas
          HealthSpring to provide or arrange for such mental, health and
          chemical dependency services. A Referral is not required. Texas
          HealthSpring will update RPO and RPO Providers in the event Texas
          HealthSpring alters its arrangements for such mental health and
          chemical dependency services.

     2.11. CASE MANAGEMENT. Texas HealthSpring shall arrange for case management
          services to Members with complex medical conditions to ensure that
          care is provided in a manner, which encourages quality and continuity
          of care. RPO and RPO Provider shall cooperate fully with Texas
          HealthSpring in such case management activities, including, without
          limitation, providing information that may be required for Texas
          HealthSpring to determine the need for case
<PAGE>
          management and to transfer of Members to designated Participating
          Providers for cost effective care.

     2.12. OUT-OF-AREA SERVICES. RPO and RPO Provider and Texas HealthSpring
          shall cooperate fully with each other in activities relating to
          management and coordination of Out-of-Area Services, including,
          without limitation: (a) providing information necessary to transfer a
          Member to a Participating Provider in the RPO Service Area; (b)
          immediately notifying Texas HealthSpring or RPO of known or suspected
          provision of Out-of-Area Services to a Member (c) and accepting the
          transfer of a Member to the care of RPO or RPO Provider following such
          Member's receipt of Out-of-Area Services.

     2.13. QUALITY IMPROVEMENT PROGRAM. RPO shall be solely responsible for the
          quality of Contracted Services rendered to Members. The quality of
          Contracted Services rendered to Members shall be monitored under the
          Quality Improvement Program applicable to the particular Benefit
          Program. RPO agrees to participate in, cooperate with and comply with
          all decisions rendered by Texas HealthSpring or a Payor in connection
          with a Quality Improvement Program. RPO also agrees to provide such
          medical and other records with reasonable notice upon receipt of
          written request, and such review data and other information as may be
          required or requested under a Quality Improvement Program, including
          outcome reporting in accordance with, but not limited to, the then
          current version of the Health Plan Employer Data and Information Set
          (HEDIS). In the event that the standard or quality of care furnished
          by RPO or RPO Provider is found to be unacceptable under any Quality
          Improvement Program, Texas HealthSpring shall give written notice to
          RPO to correct the specified deficiencies within the time period
          specified in the notice. RPO shall correct such deficiencies within
          that time period.

     2.14. CREDENTIALING OF RPO AND/OR RPO PROVIDERS. RPO shall accept
          delegation of and perform credentialing of RPO Providers. RPO shall
          perform such credentialing in accordance with the performance
          standards and criteria of Texas HealthSpring or a Payor as outlined in
          the Delegated Services Agreement. Texas HealthSpring shall have the
          right to audit RPO's performance of its credentialing functions from
          time to time, and to reassume the obligation for credentialing in the
          event Texas HealthSpring determines that RPO either does not have the
          capacity to perform, or is not effectively performing, credentialing
          of RPO Providers.

     2.15. NOTICE OF ADVERSE ACTION. RPO shall notify Texas HealthSpring in
          writing, within three (3) days of receiving any written or oral notice
          of any adverse action, including, without limitation, any malpractice
          suit or arbitration action, or other suit or arbitration action naming
          or otherwise involving RPO, an RPO Provider (to the extent RPO has
          notice of same), Texas HealthSpring or any Payor, and of any other
          event, occurrence or situation which might materially interfere with,
          adversely affect, modify or alter performance of any of RPO's or RPO
          Provider's duties or obligations under this Agreement. RPO shall
          forward to Texas
<PAGE>
          HealthSpring any written complaint or grievance or oral complaint or
          grievance, relating to quality of care, of a Member against RPO, an
          RPO Provider, Texas HealthSpring or any Payor within twenty-four (24)
          hours of receipt thereof. RPO shall maintain a written record of any
          Member complaint and provide such record to Texas HealthSpring
          promptly upon request. RPO also shall notify Texas HealthSpring
          promptly of any action against RPO or RPO Provider with respect to any
          license, certification under Title XVIII or Title XIX or other
          applicable statute of the Social Security Act or other State federal
          or local law.

     2.16. PROFESSIONAL LIABILITY INSURANCE/RPO RISK SERVICES REINSURANCE. RPO,
          at its sole cost and expense, shall maintain insurance coverage as
          follows: (i) comprehensive general liability insurance with limits of
          at least one million dollars ($1,000,000) per occurrence and three
          million dollars ($3,000,000) as an annual aggregate; and (ii)
          professional liability insurance with limits of at least two million
          dollars ($2,000,000) per occurrence and as an annual aggregate. Unless
          otherwise mutually agreed to by RPO and Texas HealthSpring,
          Participating Providers are required to maintain a minimum
          professional liability insurance in the amount of two hundred thousand
          dollars ($200,000) per claim and six hundred thousand dollars
          ($600,000) in aggregate of all claims per policy year. At minimum, all
          Participating Providers shall maintain professional liability
          insurance in an amount equal to the greater of the highest amount
          required by law or the requirements within this paragraph. RPO agrees
          to provide Texas HealthSpring with written evidence, acceptable to
          Texas HealthSpring, of such insurance coverage within three (3) days
          of such request by Texas HealthSpring. RPO also agrees to notify, or
          to ensure that its insurance carriers notify Texas HealthSpring at
          least thirty (30) days prior to any proposed termination, cancellation
          or material modification of any policy for all or any portion of the
          coverage provided for above. At its sole cost and expense, RPO shall
          maintain stop loss insurance covering all claims from RPO Providers
          and other providers for all Covered Medical Services which are
          Contracted Services rendered to Members in an amount acceptable to
          Texas HealthSpring for such Contracted Services per Member per
          calendar year as are incurred during the life of this Agreement.

     2.17. LISTING OF RPO PROVIDERS. RPO agrees that Texas HealthSpring and
          Payors may list the name, address, telephone number and other factual
          information of RPO and all of RPO Providers, in its marketing and
          informational materials. RPO shall supply all printed materials and
          other information relating to its operations, description of services,
          or information necessary for Texas HealthSpring to complete a request
          for proposal within three (3) days of Texas HealthSpring's request.

     2.18. NON-SOLICITATION. Neither RPO, nor any RPO Provider, nor any
          employee, agent or subcontractor of RPO shall solicit or attempt to
          convince or otherwise persuade any Member not to participate or to
          discontinue participation in any Texas HealthSpring or Payor Benefit
          Program for which RPO or RPO Provider renders Contracted Services
          under this Agreement. Further, RPO and RPO Providers and
<PAGE>
          their employees and subcontractors, shall treat Members promptly,
          fairly and courteously. Texas HealthSpring and RPO agree that nothing
          in this Agreement shall be construed as a limitation of RPO's or RPO
          Provider's right or obligation to discuss in good faith with the
          Member, prospective enrollee, or former Member (collectively the
          "Patient") information regarding the Patients health, including the
          Patient's medical condition, treatment options, or information
          regarding the provisions, terms, requirements or services of Texas
          HealthSpring as they relate to the medical needs of the Patient, all
          in accordance with HMO Laws.

     2.19. ENCOUNTER REPORTING. For Members for which RPO receives Capitation
          Compensation under this Agreement, RPO shall provide Texas
          HealthSpring with the Member/RPO Provider encounter information, via
          personal computer diskette, magnetic tape or electronic transmission
          in a mutually agreed upon format for each encounter with a Member
          during a calendar month. Such electronic encounter information
          materials shall be complete, accurate and provided to Texas
          HealthSpring by the fifteenth (15th) day of the month following the
          month in which the encounter occurred. Additionally, RPO shall
          promptly provide Texas HealthSpring with all corrections to and
          revisions of such encounter data.

     2.20. BENEFIT PROGRAMS; NEW OR ADDITIONAL BENEFIT PROGRAMS. The Effective
          Date of this Agreement with respect to a particular Benefit Program(s)
          shall be the first day of the subsequent month following the later to
          occur of the following events: (a) the date on which this Agreement is
          executed by Texas HealthSpring and RPO; or (b) the date of receipt by
          Texas HealthSpring of all licensure, certification and regulatory
          approvals or execution of contract(s) between Texas HealthSpring and a
          Government Agency as required for Texas HealthSpring to offer, or
          provide services in connection with, such Benefit Program in the RPO
          Service Area. If Texas HealthSpring is unable to obtain such
          licensure, certification or regulatory approvals, or contract with a
          Government Agency after due diligence, Texas HealthSpring shall notify
          RPO and both parties shall be released from any liability under this
          Agreement with respect to the Benefit Program(s) in question; provided
          however, that if such licensure, certification or regulatory approval,
          or contract with a Government Agency, is conditioned upon amendment of
          this Agreement, then this Agreement shall be amended automatically
          pursuant to Section 6.1 hereof. Furthermore, RPO acknowledges that
          Texas HealthSpring may develop new or additional Benefit Programs in
          RPO's Service Area, and RPO agrees to negotiate with Texas
          HealthSpring in good faith to amend this Agreement to include such new
          or additional Benefit Programs as requested by Texas HealthSpring.
          Where a new Benefit Program falls under existing Addenda(s), then the
          applicable contract rates shall automatically apply.

     2.21. PAYMENT OF APPLICABLE TAXES. RPO shall be solely responsible for the
          collection and payment of any sales, use or other applicable taxes on
          the sale or delivery of medical services.
<PAGE>
     2.22. TIMELY ASSIGNMENT OF MEMBERS. Where required under a Benefit Program,
          Texas HealthSpring shall require Members to select specified
          Participating Providers at the time of enrollment. In the event a
          Member does not select a PCP or other Participating Providers within
          sixty (60) days, Texas HealthSpring shall automatically assign such
          Member (the "Undesignated Member") to the participating provider
          determined by Texas HealthSpring to receive all Undesignated Members.
          The Member shall be informed of the name, address, and telephone
          number of the assigned PCP or other Participating Providers. Upon
          automatic assignment of PCP, the Member may change to another PCP of
          choice. The 1st change shall not be counted as a change in providers
          for the purposes of limitation. Texas HealthSpring shall notify the
          selected PCP within thirty (30) working days of Member assignment.

     2.23. MEMBER GRIEVANCE PROCEDURES. RPO shall abide by the determination of
          the applicable Payor's Member Grievance Procedure, including but not
          limited to grievance procedures for resolving disputes regarding the
          necessity for continued treatment, as described in the Texas
          HealthSpring Member Grievance Procedures. RPO shall cause each RPO
          Provider to post, in the office, a notice to Member(s) on the process
          for resolving complaints. The notice must include the Texas Department
          of Insurance's toll free telephone number. Texas HealthSpring will not
          engage in any retaliatory action, including refusal to renew coverage
          or cancellation of coverage, against an employer or Member because the
          employer, Member or person acting on behalf of the employer or Member
          has filed a complaint against or appealed a decision of Texas
          HealthSpring. Texas HealthSpring will not engage in any retaliatory
          action, including termination or refusal to renew a contract, against
          a physician or provider, because the physician or provider has, on
          behalf of a Member, filed a complaint against, or appealed a decision
          of Texas HealthSpring. In the event the Member or Medicare+Choice
          Member submits an appeal to Texas HealthSpring, Texas HealthSpring
          shall provide RPO with the Member or Medicare+Choice Member appeal.
          RPO shall review the Member or Medicare+Choice Member appeal,
          performing any necessary research or investigation and providing a
          determination and response to Texas HealthSpring within three (3) days
          of receipt from Texas HealthSpring, for a Member appeal, or as
          required by the Texas Department of Insurance, and within twenty-four
          (24) hours of receipt from Texas HealthSpring for a Medicare+Choice
          Member, or as required by the then current CMS guidelines.

     2.24. TERMINATION OF MEMBERS. RPO may request to terminate Members as
          patients of RPO or RPO Providers, as applicable, only as specified in
          this Section 2.24. Texas HealthSpring shall attempt to resolve the
          problem without termination of the Member and be solely responsible
          for notifying a Member in the event Texas HealthSpring agrees with
          RPO's request. Texas HealthSpring will address RPO's request to
          terminate a Member within thirty (30) days after receipt of the
          request or within fifteen (15) days after receipt of any additional
          needed information. RPO and RPO Providers shall promptly provide Texas
          HealthSpring with any information they have pertaining to the proposed
          termination. RPO and RPO Providers shall cooperate with any terminated
          Member and Texas HealthSpring to
<PAGE>
          arrange an orderly transfer of the Member's care to another
          Participating Provider including without limitation providing all
          medical information necessary for the transfer of the Member's care,
          subject to and in accordance with state and federal laws and
          regulations regarding the confidentiality of medical records. Texas
          HealthSpring's right to terminate a Member from a Texas HealthSpring
          health plan pursuant to the applicable Benefit Program Requirements
          are preserved and in no way altered by this Section 2.24.

          The specific circumstances under which RPO or an RPO Provider may
          terminate a Member as a patient are as follows:

          (i)  Failure to Pay Copayments. RPO and RPO Provider may request Texas
               HealthSpring terminate a Member for failure to pay Copayments by
               giving Texas HealthSpring at least thirty (30) days written
               notice during which time the Member may avoid termination by
               paying the amount due.

          (ii) Member Misconduct. RPO and RPO Providers may request Texas
               HealthSpring terminate a Member who (a) harasses, threatens, or
               is unruly or abusive to a physician or any personnel of RPO or
               RPO Providers, (b) engages in conduct detrimental to the
               operation of RPO or RPO Provider's delivery of services to its
               other patients; or (c) refuses to follow any policy or procedure
               of RPO or RPO Provider, which policy or procedure is reasonable
               and conforms to current standards for policies and procedures for
               medical practices in the community; provided that such grounds
               may not be used to terminate a Member unless RPO or RPO Provider,
               as the case may be, would also use such grounds to terminate a
               patient who is not a Member.

          (iii) Failure to Achieve Satisfactory Physician-Patient Relationship.
               Because of the personal nature of the relationship between the
               Member and the Primary Care Physician, a satisfactory physician
               patient relationship is important to delivery of effective health
               care services. In circumstances where the relationship is or
               becomes unsatisfactory, RPO shall permit the Member to select
               another Primary Care Physician. If the Member has had
               unsatisfactory relationships with at least three (3) Primary Care
               Physicians, after consultation between RPO and the Member, if RPO
               determines that a satisfactory physician-patient relationship
               cannot be achieved between the Member and any Primary Care
               Physician, RPO and RPO Contracted Providers may request Texas
               HealthSpring terminate such Member.

          (iv) Fraud, Abuse or Misuse of Identification Card. RPO and RPO
               Providers may request Texas HealthSpring terminate a Member who
               commits fraud in the use of Covered Medical Services or permits
               the use of his or her Texas HealthSpring identification card by
               any other person, or misuses the card himself or herself or
               otherwise defrauds RPO or any RPO Provider.
<PAGE>
          (v)  Member's Texas HealthSpring Coverage Terminates. RPO and RPO
               Providers may request Texas HealthSpring terminate a Member if
               Texas HealthSpring has terminated the Member's Benefit Program.

          (vi) Refusal to Follow Medical Advice or Treatment. In the event a
               Member refuses to follow the advice of RPO or an RPO Provider,
               such refusal may hinder continuation of the physician-patient or
               provider-patient relationship and obstruct the provision of
               proper medical care. If in the opinion of RPO or RPO Provider,
               there is no professionally acceptable alternative treatment, RPO
               or RPO Provider shall so advise the Member. Only if the Member
               still refuses to accept the recommended treatment or procedure
               may RPO or RPO Provider request Texas HealthSpring to terminate
               the Member.

     2.25. CONTRACT AUTHORITY. RPO acknowledges Texas HealthSpring's authority
          to negotiate and enter into and amend Payor Agreements as otherwise
          set forth in this Agreement. Pursuant to such Payor Agreements, Texas
          HealthSpring shall cause each Payor to agree to perform the
          obligations of Texas HealthSpring and/or a Payor, as applicable, under
          this Agreement. Texas HealthSpring shall provide RPO with written
          notice within five (5) business days of entering into any new or
          amended Payor Agreements.

     2.26. LIMITATION ON LIABILITY. Notwithstanding any other statement in this
          Agreement to the contrary, RPO agrees and shall use commercially
          reasonable efforts to cause each RPO Provider to acknowledge and agree
          that with respect to payment for Contracted Services provided to a
          Member under a Benefit Program for which Texas HealthSpring is not the
          Payor, or for decisions made by a Payor other than Texas HealthSpring,
          or activities delegated by a Payor other than Texas HealthSpring,
          Texas HealthSpring (i) has no and shall have no responsibility or
          liability for any decisions made by such Payor or activities delegated
          by such Payor, (ii) is not and will not be, directly or indirectly,
          responsible for the payment from its own funds of any amounts owed by
          such Payor, and (iii) is not an insurer, administrator, guarantor, or
          underwriter of such Payor's responsibility or liability to pay any
          amounts owed by such Payor. All such decisions and payment obligations
          of a Payor other than Texas HealthSpring will be the responsibility of
          such Payor.

III. COMPENSATION

     3.1. COMPENSATION RATES. When RPO, on behalf of RPO and RPO Providers, is
          compensated on a Capitation Compensation basis, RPO shall accept as
          payment in full for Contracted Services and all other services
          (including payment for any and all sales, use or other applicable
          taxes on the sale or delivery of medical services) rendered under this
          Agreement to Members the amounts payable by Texas HealthSpring as set
          forth in the applicable Addendum to this Agreement, in addition to
          Copayment amounts payable by Members in accordance with the applicable
          Benefit Program. RPO and Texas HealthSpring agree to meet annually,
<PAGE>
          beginning no later than April 1st and concluding no later than June
          30th of any calendar year, to discuss Capitation Compensation rates
          and any changes, if applicable, for the following calendar year.
          Except where RPO an behalf of RPO Providers is compensated on a
          Capitation Compensation basis, RPO may require RPO Providers to bill
          and accept compensation directly from Texas HealthSpring or Payors,
          less Copayment amounts payable by Members in accordance with the
          applicable Benefit Program. In lieu of such arrangement, unless RPO is
          compensated an a Capitation Compensation basis, RPO shall bill and
          accept payment for Contracted Services rendered by RPO Providers, and
          be responsible for administering such funds and compensating RPO
          Providers therefrom. It is expressly understood that, in this context,
          RPO acknowledges its obligations to provide care consistent with the
          professional standards of care generally accepted by the medical
          community.

     3.2. BILLING AND PAYMENT.

          (a)  BILLING. When RPO on behalf of RPO Providers is not compensated
               on a Capitation Compensation basis, RPO Provider shall submit to
               Texas HealthSpring, via Texas HealthSpring's electronic claims
               submission program or hardcopy format, clean, complete and
               accurate claims in a format approved by Texas HealthSpring for
               Contracted Services rendered to a Member, within ninety (90)
               calendar days after such services are rendered. Where Texas
               HealthSpring is the secondary payor under Coordination of
               Benefits, such ninety (90) day period shall commence once the
               primary payor has made payment on or has denied the claim.
               Neither Texas HealthSpring, any Affiliate, nor any Payor shall be
               under any obligation to pay an RPO Provider on any claim not
               timely submitted. RPO Provider shall not seek payment from any
               Member in the event Texas HealthSpring or a Payor fails to pay
               RPO Provider for a claim not timely submitted.

          (b)  PAYMENT AND CLAIMS PROCESSING. Except where RPO on behalf of RPO
               Providers is compensated on a Capitation Compensation basis,
               unless the claim is disputed, Texas HealthSpring or a Payor shall
               make payment on each of RPO Provider's clean, complete, accurate
               and timely submitted claims for Contracted Services rendered to a
               Member, within forty-five (45) days of receipt of each such
               claim, or within the time required by applicable State or Federal
               law or regulation, or within such other period of time as set
               forth in the applicable Benefit Program Addendum to this
               Agreement.

          (c)  RPO CLAIMS PROCESSING. When RPO, on behalf of itself and RPO
               Providers, is not compensated on a Capitation Compensation basis,
               RPO shall make payment on each RPO Provider's clean, complete,
               accurate and timely submitted claims for Contracted Services
               rendered to a Member within forty-five (45) days of receipt of
               each such claim, or within the time required by applicable State
               or Federal law or regulation, or within
<PAGE>
               such other period of time as set forth in the applicable Benefit
               Program Addendum to this Agreement, all in accordance with the
               performance standards and criteria of Texas HealthSpring or a
               Payor as outlined in the Delegated Services Agreement

          (d)  CAPITATION COMPENSATION. Texas HealthSpring shall comply with the
               provisions of Article 20A.18A(e) of the Texas Insurance Code
               related to capitation as a method of compensation and the time
               frame for payment of capitated amounts.

          (e)  APPEALS. RPO and RPO Provider shall abide by Texas HealthSpring's
               appeal process for disputes regarding denial of coverage as
               outlined in the Provider Manual.

     3.3. ELIGIBILITY. Except in an Emergency, RPO or RPO Provider shall verify
          the eligibility of Members before providing Contracted Services. When
          required by the applicable Utilization Management Program, RPO or RPO
          Provider shall verify the eligibility of Members before providing RPO
          Risk Services. Texas HealthSpring shall confirm the eligibility of any
          Member when such is in question.

     3.4. RECONCILIATION OF ELIGIBILITY. When RPO is compensated on a Capitation
          Compensation basis, Texas HealthSpring shall provide RPO with a
          monthly list of Members for whom RPO is responsible for rendering RPO
          Risk Services during such month. Texas HealthSpring shall provide RPO
          with an electronic date file reporting such Members for whom RPO is
          responsible for rendering RPO Risk Services by the tenth (10th) day of
          each month. Texas HealthSpring will discourage retroactive
          cancellation or addition of Members to a Benefit Program. However, in
          the event Texas HealthSpring allows such adjustments, Texas
          HealthSpring shall retroactively adjust RPO's Capitation Compensation
          as necessary, provided that the retroactive addition or cancellation
          period shall not exceed ninety (90) days (except for Benefit Programs
          under the Medicare+Choice Programs, which have no such limits). In
          cases where a Member has utilized a non-Participating Provider, and an
          appeal of the denial of such utilization by Texas HealthSpring or RPO
          has been determined in favor of the Member by the applicable
          Government Agency or its agent, after such ninety (90) day period,
          Texas Health Spring may disenroll such Member and retroactively adjust
          RPO's Capitation Compensation accordingly. In the event of allowable
          retroactive additions, RPO agrees to be responsible for all RPO Risk
          Services rendered to the Member from beginning of the retroactive
          period. In the event of retroactive cancellations, RPO may bill the
          putative Member for all RPO Risk Services received by the putative
          Member from the date such putative Member was no longer covered under
          the applicable Benefit Program.

     3.5. COLLECTION OF COPAYMENTS. RPO shall use its best commercially
          reasonable efforts to collect all Copayments due from Members, and
          shall not waive or fail to pursue collection of Copayments from
          Members, without the prior written
<PAGE>
          consent of Texas HealthSpring, which shall not be unreasonably
          withheld or delayed.

     3.6. NO SURCHARGES. RPO shall not charge the Member any fees or surcharges
          for Contracted Services rendered pursuant to this Agreement (except to
          the extent of authorized Copayments). In addition, RPO shall not
          collect a sales, use or other applicable tax from Members for the sale
          or delivery of medical services. If Texas HealthSpring or any Payor
          receives notice of any additional charge, RPO shall fully cooperate
          with Texas HealthSpring or such Payor to investigate such allegations,
          and shall promptly refund any payment deemed improper by Texas
          HealthSpring or a Payor to the party who made the payment.

     3.7. MEMBER HELD HARMLESS. RPO hereby agrees on behalf of itself and all
          RPO Providers that in no event, including, but not limited to;
          nonpayment by Texas HealthSpring, an Affiliate, or a Payor, insolvency
          of Texas HealthSpring, such Affiliate, or a Payor, or breach of this
          Agreement, shall RPO or RPO Providers bill, charge, collect a deposit
          from, seek compensation, remuneration, or reimbursement from, or have
          any recourse against Members or persons other than Texas Health Spring
          or a Payor acting on their behalf for Contracted Services provided
          pursuant to this Agreement. This provision shall not prohibit
          collection of supplemental charges or Copayments made in accordance
          with the terms of the applicable Benefit Program. RPO further agrees
          an behalf of itself and all RPO Providers that (a) this provision
          shall survive the termination of this Agreement regardless of the
          cause giving rise to termination and shall be construed to be for the
          benefit of Members; and (b) this provision supersedes any oral or
          written contrary agreement now existing or hereafter entered into
          between RPO and Members or persons acting on their behalf. Any
          modification, addition, or deletion to the provisions of this clause
          shall be effective on a date no earlier than fifteen (15) days after
          the State regulatory agency has received written notice of such
          proposed change and has approved such change.

     3.8. CONDITIONS FOR REIMBURSEMENT FOR NON-COVERED SERVICES. RPO Provider
          may bill a Member for Non-Covered Medical Services rendered by an RPO
          Provider to such Member only if the Member is notified in advance that
          the services to be provided are Non-Covered Medical Services under the
          Members Benefit Program, and the Member requests that the RPO Provider
          render the Non-Covered Medical Services, prior to RPO Provider's
          rendering of such services. Neither a Member, nor Texas HealthSpring,
          any Affiliate, nor any Payor shall be liable to pay RPO Provider for
          any Contracted Service rendered by RPO Provider to a Member which is
          determined under a Utilization Management Program not to be Medically
          Necessary.

     3.9. COORDINATION OF BENEFITS. RPO agrees and shall cause RPO Provider to
          conduct Coordination of Benefits in accordance with the policies and
          procedures established by Texas Health Spring, an Affiliate or a Payor
          for the applicable Benefit Program. Texas HealthSpring shall provide
          Coordination of Benefits information to RPO an Members which Texas
          HealthSpring collects and has
<PAGE>
          received on such Members in a mutually agreed upon format. RPO or RPO
          Provider shall not bill Members for any portion of Contracted Services
          not paid by the primary carrier when Texas HealthSpring, an Affiliate
          or Payor is the secondary carrier, but shall instead look to Texas
          HealthSpring, an Affiliate or Payor for such payment. Except when RPO
          on behalf of RPO Providers is compensated on a Capitation Compensation
          basis when a Member has coverage which is primary through another
          carrier, then Texas HealthSpring's or a Payor's compensation to RPO
          Provider shall be limited to the difference between the amount paid by
          the primary payor and the contract rates, including Copayments,
          contained in the applicable Addendum to this Agreement. When RPO on
          behalf of RPO Providers is compensated on a Capitation Compensation
          basis, RPO shall be entitled to conduct Coordination of Benefits.

     3.10. THIRD PARTY RECOVERIES. When Texas HealthSpring or a Payor has
          compensated RPO Provider for Contracted Services, then Texas
          HealthSpring or a Payor retains the right to recover from applicable
          third party carriers covering a Member, including self-insured plans,
          and to retain all such recoveries. RPO agrees and shall cause RPO
          Provider to provide Texas HealthSpring with such information as Texas
          HealthSpring may require to pursue recoveries from such third party
          sources, and to promptly remit to Texas HealthSpring or a Payor any
          monies RPO Provider may receive from or with respect to such sources
          of recovery. When RPO on behalf of RPO Providers is compensated on a
          Capitation Compensation basis, RPO shall be entitled to conduct Third
          Party Recoveries.

     3.11. RESOLUTION OF DISPUTES REGARDING PAYMENT FOR CERTAIN SERVICES. It is
          understood by Texas HealthSpring and RPO that when RPO is paid
          Capitation Compensation for RPO Risk Services under a Benefit Program,
          situations may arise in which a Member seeks coverage for a service
          that is or may be outside the specific terms of what is a Covered
          Medical Service under the Benefit Program. In such situations, if
          Texas HealthSpring decides that the service should be treated as a
          Covered Medical Service, RPO shall provide or arrange to provide it,
          even if RPO disagrees with Texas HealthSpring's decision. The cost of
          the service shall be included in the medical costs to be paid out of
          Capitation Compensation or shall be paid for from the Performance
          Bonus Funds (Hospital Risk Pool for Medicare+Choice Members), as
          applicable. Following the provision of the service as described above,
          if RPO wishes to dispute the inclusion of the cost of the service in
          the medical costs to be paid out of Capitation Compensation (whether
          because RPO takes the position that (i) the service is not a Covered
          Medical Service or (ii) the service is a Covered Medical Service but
          should be paid for from the Performance Bonus Funds (Hospital Risk
          Pool for Medicare+Choice Members)), it shall so notify Texas
          HealthSpring in writing by certified mail, return receipt requested,
          within the thirty (30) day period after the claim for such services
          has been paid. The parties shall make a good faith effort to negotiate
          a mutually agreeable resolution. If Texas HealthSpring and RPO are
          unable to resolve the dispute by agreement within thirty (30) days
          thereafter, RPO may seek arbitration as provided in Section 6.4 of the
          Agreement. If the dispute is over whether the cost of the service is
          to be paid out of Capitation Compensation or
<PAGE>
          from the Performance Bonus Funds (Hospital Risk Pool for
          Medicare+Choice Members), the decision of the single arbitrator or a
          majority of the arbitrators, as the case may be, shall determine the
          extent to which such cost is to be paid out of Capitation Compensation
          or the Performance Bonus Funds (Hospital Risk Pool for Medicare+Choice
          Members). If the dispute is over whether the service is a Covered
          Medical Service, the following shall apply: (i) the sole issue to be
          determined in the arbitration shall be whether, under all the facts
          and circumstances at the time Texas HealthSpring made the coverage
          decision, it was reasonable to treat the service as a Covered Medical
          Service and (ii) if the decision of the single arbitrator or a
          majority of the arbitrators, as the case may be, is that it was
          reasonable to treat the service as a Covered Medical Service, the cost
          of the service shall be included in the medical costs to be paid out
          of Capitation Compensation or the Performance Bonus Funds (Hospital
          Risk Pool for Medicare+Choice Members), as applicable, in accordance
          with such decision.

     3.12. FINANCIAL INCENTIVE PLANS. Texas HealthSpring and RPO, on behalf of
          itself and RPO Providers, agree that any financial incentive (as
          defined under the applicable HMO Laws) received from Texas
          HealthSpring, an Affiliate, or a Payor related to the performance of
          RPO's or RPO Provider's duties under this Agreement shall comply with
          the applicable HMO Laws and that no payments shall be made directly or
          indirectly to RPO or RPO Providers as an inducement to reduce or limit
          Medically Necessary services.

     3.13. SECURITY RESERVE POOL. Texas HealthSpring shall withhold fifteen
          percent (15%) from Capitation Compensation and shall deposit the
          reserved amounts, within three (3) business days of the date
          Capitation Compensation is paid to RPO, in RPO's designated bank
          account with interest accruing to the benefit of RPO (being the
          "Security Reserve Pool Account" and funds deposited in the Security
          Reserve Pool Account being the "Security Reserve Pool Funds"). RPO and
          Texas HealthSpring shall each receive account statements for the
          Security Reserve Pool Account. Monthly reserves from Capitation
          Compensation to RPO shall accrue until the balance of the Security
          Reserve Pool Funds equal RPO's then-current outstanding claims
          liability for RPO Risk Services ("IBNR"). IBNR shall include one
          hundred percent (100%) of RPO's then-current outstanding fee for
          service claims liability for RPO Risk Services. Texas HealthSpring and
          RPO, using RPO claim lag reports, shall mutually agree on IBNR on a
          quarterly basis. Interest accrued on the Security Reserve Pool Funds
          shall remain ire the Security Reserve Pool Account until a balance
          equal to RPO's then-current outstanding liability for RPO Risk
          Services is attained. Any funds, including interest in excess of the
          required amounts as set forth above will be able to be transferred by
          RPO to another account at RPO's direction. Interest accrued to the
          benefit of RPO from the time the Security Reserve Pool Funds equals
          RPO's then-current outstanding liability for RPO Risk Services may be
          transferred from the Security Reserve Pool Account to another account
          in RPO's name. Monthly reserves funded to the Security Reserve Pool
          Account subsequent to the date the balance of the Security Reserve
          Pool Funds is equal to RPO's then-current outstanding liability for
          RPO Risk Services shall be reduced to an amount that, when added to
          the Security
<PAGE>
          Reserve Pool Account balance, maintains the Security Reserve Pool
          Account balance at RPO's then-current outstanding liability for RPO
          Risk Services. RPO shall have sole financial responsibility for and
          shall pay all maintenance fees charged by the Bank on the Security
          Reserve Pool Account and such maintenance fees shall not be charged
          against the Security Reserve Pool Funds.

          Upon Texas HealthSpring's receipt of the Security Reserve Pool Funds,
          Texas HealthSpring shall process for payment claims for RPO Risk
          Services received from RPO Providers, Participating Providers and
          other health care providers according to the following priority order.
          First, Texas HealthSpring shall process payment of claims for RPO Risk
          Services provided by physicians and other health care providers who
          are neither RPO Providers nor Participating Providers. Second, Texas
          HealthSpring shall process payment of claims for RPO Risk Services
          provided by Participating Providers. Third, Texas HealthSpring shall
          process payment of claims for RPO Risk Services provided by RPO
          Providers.

          The investment strategy of the Security Reserve Pool Account shall be
          agreed to by both parties to this Agreement However, if the balance of
          the Security Reserve Pool Funds falls below the prescribed amount
          equal to RPO's then-current outstanding liability for RPO Risk
          Services as a result of the investment strategy of the Security
          Reserve Pool Account, RPO shall deposit additional funds into the
          Security Reserve Pool Account as necessary to retain a balance equal
          to RPO's then-current outstanding liability for RPO Risk Services. In
          the event RPO fails to fund the Security Reserve Pool Account as
          necessary to retain a balance equal to RPO's then-current outstanding
          liability for RPO Risk Services within thirty (30) days following the
          date such deficiency is reported to RPO, Texas HealthSpring shall
          withhold funds from Capitation Compensation payments due to RPO as
          above indicated in this Section 3.13 until such time as the Security
          Reserve Pool Account balance again equals RPO's then-current
          outstanding liability for RPO Risk Services.

IV.  TERM AND TERMINATION

     4.1. TERM. The term of this Agreement shall be effective for an initial
          term beginning as of the Effective Date and shall continue though
          DECEMBER 31, 2012 (the "Initial Term"). Following the Initial Term,
          this Agreement shall automatically renew for successive one (1) year
          periods. Either party may notify the other in writing of its intent to
          terminate in accordance with this Agreement at least one hundred and
          eighty (180) days prior to the end of the then-current term of the
          Agreement.

     4.2. RENEWAL AND TERMINATION OF A BENEFIT PROGRAM. The voluntary
          termination of any Addenda specific to any Benefit Program is subject
          to the one hundred and eighty (180) day notice by either party. In the
          event Texas HealthSpring does not renew its CMS Contract for
          Medicare+Choice, Texas HealthSpring will notify CMS and RPO
          simultaneously of its intention not to renew in accordance with the
          terms and conditions of the CMS Contract. In the event CMS terminates
          the CMS
<PAGE>
          Contract, Texas HealthSpring will notify RPO of the termination of the
          applicable Benefit Program upon receiving notice from CMS. The
          termination of any Benefit Program specified in any Addenda shall not
          require the termination of this Agreement. Upon the termination of any
          Benefit Program specified in any Addenda, any and all other Benefit
          Program specified in any other Addenda shall remain in full force and
          effect unless the Benefit Program is otherwise individually terminated
          or the entire Agreement is terminated in accordance with its terms.
          The renewal date of the term of this Agreement shall remain the same
          for all Benefit Programs covered hereunder, even if this Agreement
          becomes effective or terminates with respect to a particular Benefit
          Program after the initial or any renewal date of this Agreement, due
          to licensure, contract award or other reason.

     4.3. TERMINATION OF THE AGREEMENT. Either party may terminate this
          Agreement upon written notice to the other party, in the event of (a)
          the other party's violation of any applicable law, rule or
          regulations; (b) the other party's failure to maintain the
          professional liability insurance coverage specified hereunder; (c) the
          other party's failure to comply with the terms, conditions or
          determinations of any Utilization Management Program or Quality
          Improvement Program or other Benefit Program Requirements; (d) the
          other party's breach of any section of this Agreement. Texas
          HealthSpring may immediately terminate the Agreement upon written
          notification in the event Texas HealthSpring believes the health and
          /or safety of Members is or may be jeopardized. If Texas HealthSpring
          determines that termination due to Material Breach under Section 4.4
          is required, then before terminating the Agreement, Texas HealthSpring
          shall provide written explanation to RPO of the reasons for
          termination.

     4.4. TERMINATION DUE TO MATERIAL BREACH. In the event that either RPO or
          Texas HealthSpring fails to cure a material breach of this Agreement
          within thirty (30) days of receipt of written notice to cure from the
          other, the non-defaulting party may terminate this Agreement,
          effective as of the expiration of said thirty (30) day period. If the
          breach is cured within such thirty (30) day period, or if the breach
          is one which cannot reasonably be corrected within thirty (30) days,
          and the defaulting party makes substantial and diligent progress
          toward correction during such thirty (30) day period, this Agreement
          shall remain in full force and effect. Either party may terminate this
          Agreement immediately by providing written notice to the other party
          upon (i) the filing by or against a party in a court of competent
          jurisdiction of a petition for bankruptcy, reorganization,
          dissolution, liquidation, or receivership; or (ii) the inability of a
          party to pay its debts as they mature or an assignment of assets by a
          party for the benefit of its creditors.

     4.5. PROCESS OF TERMINATION. At least ninety (90) days prior to the
          effective date of termination of this Agreement, Texas HealthSpring
          shall provide written explanation to RPO of the reasons for
          termination, except in the case of imminent harm to patient health,
          action against license to practice or fraud or malfeasance, in which
          case termination may be immediate. On request and before the effective
          date of the termination of this Agreement, but within a period not to
          exceed sixty
<PAGE>
          (60) days, RPO shall be entitled to a review of Texas HealthSpring's
          proposed termination by an advisory review panel, except in a case in
          which there is imminent harm to patient health or an action by a state
          medical board, or other medical licensing board, or other licensing
          board or Government Agency, that effectively impairs RPO's ability to
          operate in the State, or in a case of fraud or malfeasance. The
          advisory review panel shall be composed of Participating Providers
          appointed to serve on the standing quality improvement committee or
          utilization review committee of Texas HealthSpring. The decision of
          the advisory review panel must be considered but is not binding. Texas
          HealthSpring shall provide to RPO, on request, a copy of the
          recommendation of the advisory review panel and Texas HealthSpring's
          determination. RPO shall be entitled to an expedited review process by
          Texas Health Spring on request of RPO. Except for termination based on
          imminent harm to Members, Texas HealthSpring shall notify Members of
          the termination by Texas HealthSpring of RPO's status as a
          Participating Provider at least thirty (30) days prior to the
          effective date of the termination or the advisory review panel makes a
          formal recommendation.

     4.6. SUCCESSOR ENTITY OR MANAGEMENT COMPANY. Either party shall have the
          right to terminate this Agreement on ninety (90) days' prior written
          notice to the other party if such party reasonably determines that any
          successor entity or company responsible for the management of the
          other party cannot satisfactorily perform the obligations of the other
          party under this Agreement or that such party prefers not to do
          business with the successor entity or management company.

     4.7. EFFECT OF TERMINATION. In the event that a Member is receiving
          Contracted Services at the time this Agreement terminates, RPO shall
          cause RPO Provider to continue to provide Contracted Services to the
          Member until: (a) treatment is completed; or (b) the Member is
          assigned to another Participating Provider, or (c) Member ceases to be
          covered. Compensation for such Contracted Services shall be at the
          Texas HealthSpring fee for service fee schedule as amended from time
          to time and in accordance with Section 4.9 below. With respect to
          Benefit Programs under the Medicare+Choice Program, RPO acknowledges
          and agrees that in the event of Texas HealthSpring's insolvency or
          other cessation of operations, benefits to Members will continue
          through the period for which payment from CMS to Texas HealthSpring
          has been paid, and benefits of Members who are inpatients in a
          hospital on the date of insolvency or other cessation of operations
          will continue until their discharge. Any modification, addition, or
          deletion to the provisions of this Section shall be effective on a
          date no earlier than fifteen (15) days after the appropriate
          Government Agency has received written notice of such proposed change
          and has approved such change.

     4.8. MEMBER NOTIFICATION. RPO and Texas HealthSpring remain liable for any
          obligations or liabilities arising from conduct prior to the effective
          termination date. Texas HealthSpring shall notify Members seeking
          professional services from RPO Providers after the date of termination
          that RPO and RPO Providers are no longer Participating Providers. If
          RPO is terminated for reasons other than RPO's request, Members will
          not be notified until the effective date of the
<PAGE>
          termination or until such time as the Texas HealthSpring advisory
          review panel makes a formal recommendation. If RPO and RPO Providers
          are terminated for reasons related to imminent harm, Texas
          HealthSpring, will notify Members immediately.

     4.9. CONTINUITY OF TREATMENT. Texas HealthSpring will notify the Member
          thirty (30) days prior to any impending termination of a Primary Care
          Physician from Texas HealthSpring's network who is currently treating
          the Member. Texas HealthSpring will notify the Member at least thirty
          (30) days prior to any impending termination of a specialist provider
          from Texas HealthSpring's network, who is currently treating the
          Member or has treated the Member within the past six (6) months. If
          RPO's participation under this Agreement is terminated for any reason
          other than medical competence or professional behavior, violation of
          any applicable law, rule or regulation; the revocation or suspension
          of any of RPO's accreditations or certifications; or Texas
          HealthSpring's determination that the health and/or safety of any
          Member is or may be jeopardized, Texas HealthSpring will ensure
          continuity of care at the request of the treating provider for special
          circumstances, such as treatment for a Member who has a disability,
          acute condition, or life-threatening illness, or is past the 24th week
          of pregnancy in exchange for continuity of ongoing treatment of a
          Member then receiving medically necessary treatment in accordance with
          the dictates of medical prudence. "Special circumstances" means a
          condition such that the treating RPO Provider or other physician
          reasonably believes that discontinuing care by the treating physician
          or provider could cause harm to the Member. The special circumstance
          shall be identified by the treating physician, who must request that
          the Member be permitted to continue treatment under the physician's
          care. In such cases, Texas HealthSpring will continue to reimburse the
          RPO Provider at no less than at the Texas HealthSpring fee for service
          fee schedule, as may be amended from time to time, for the continued
          provision of ongoing treatment to a Member and neither RPO nor RPO
          Provide may seek payment from the Member of any amount for which the
          Member would not be responsible if the RPO Provider were still in
          Texas HealthSpring's Participating Provider network. RPO agrees and
          shall cause RPO Providers to abide by the determination of the
          applicable Payor's Member Grievance Procedure, including but not
          limited to grievance procedures for resolving disputes regarding the
          necessity for continued treatment, as described in the Texas
          HealthSpring Member Grievance Procedures.

     4.10. FINES OR SANCTIONS. If RPO's failure to provide Texas HealthSpring
          with the appropriate sixty (60) day notice of RPO Provider
          terminations, as required by Section 2.l(f), results in a fine or
          sanction levied against Texas HealthSpring by the Texas Department of
          Insurance, or the Health Care Financing Administration, Texas
          HealthSpring shall have the right to collect or otherwise withhold
          from RPO the lessor of the entire fine or sanction, if RPO is the sole
          cause of such fine or sanction, or RPO's pro-rata share of such fine
          or sanction amount from future Capitation Compensation to be paid to
          RPO.

V.   RECORDS, AUDITS AND REGULATORY REQUIREMENTS
<PAGE>
     5.1. MEDICAL AND OTHER RECORDS. RPO on behalf of itself and all RPO
          Providers warrants that it prepares and maintains and will prepare and
          maintain all medical and other records required by law. RPO shall use
          commercially reasonable efforts to cause RPO Provider to maintain such
          records for at least seven (7) years after the rendering of Contracted
          Services (records of a minor child shall be kept for at least one (1)
          year after the minor has reached the age of eighteen (18), but in no
          event less than seven (7) years). Additionally, RPO shall maintain
          such financial, administrative and other records as may be necessary
          for compliance by Texas HealthSpring and Payors with all applicable
          local, State, and federal laws, rules and regulations.

     5.2. ACCESS TO RECORDS; AUDITS. The records referred to in Section 5.1
          shall be and remain the property of RPO and/or RPO Provider, as
          applicable, and shall not be removed or transferred from RPO or RPO
          Provider except in accordance with applicable local, State, and
          federal laws, rules and regulations. Subject to applicable State or
          federal confidentiality or privacy laws, Texas HealthSpring, an
          Affiliate, and Payors, or their designated representatives, and any
          Government Agency, shall have access to RPO and each RPO Provider,
          during normal business hours on request, to inspect and review and
          make copies of such records. When requested by Texas HealthSpring, an
          Affiliate, Payors, or a Government Agency, RPO or RPO Provider, as
          applicable, shall produce copies of any such records for which RPO or
          RPO Provider shall charge no more than $.10 per page. In no event,
          however, shall RPO or RPO Provider charge for copying records
          requested for payment of a claim. Additionally, RPO agrees and shall
          cause RPO Providers to permit Texas HealthSpring, or its designated
          representatives, and any Government Agency, to conduct site
          evaluations and inspections of RPO's and RPO Provider's offices and
          service locations. In order to confirm the access to a member's
          medical information, to the extent permitted by HMO Laws, RPO shall
          use commercially reasonable efforts to cause each RPO provider to
          obtain, at the time of a member's first visit, a signed authorization
          that provides an appropriate consent for disclosure of information for
          permitted purposes. This consent shall be maintained as part of the
          member's permanent medical records.

     5.3. CONTINUING OBLIGATION. The obligations of RPO and RPO Providers under
          Sections 5.1 and 5.2 shall not be terminated upon termination of this
          Agreement, whether by rescission or otherwise. After termination of
          this Agreement, Texas HealthSpring, an Affiliate, Payors and any
          Government Agency shall continue to have access to RPO's and RPO
          Provider's records as necessary to fulfill the requirements of this
          Agreement and to comply with all applicable laws, rules and
          regulations.

     5.4. ACCESS TO FINANCIAL RECORDS. When RPO is compensated on other than a
          fee-for-service basis, is receiving Capitation Compensation, and is
          responsible for paying claims of RPO Providers, Texas HealthSpring
          also shall have access to all financial records relating to the
          financial condition of RPO as follows:
<PAGE>
          (a)  REVIEWED FINANCIAL STATEMENTS. RPO shall provide to Texas
               HealthSpring a true copy of RPO's annual financial statement(s),
               reviewed by an independent certified public accountant, within
               one hundred eighty (180) days after the end of RPO's fiscal year.
               In addition, RPO shall provide Texas HealthSpring with access to
               RPO's bank reconciliation statements and/or RPO's bank investment
               account statements. At the same time, RPO shall also provide a
               copy of any management letter prepared by such accountants.

          (b)  REGULATORY FINANCIAL STATEMENTS. If this becomes a Government
               Agency requirement, RPO shall provide to Texas HealthSpring a
               true copy of each financial statement that RPO files with the
               regulatory agency having jurisdiction over RPO's operations
               within the State including annual, quarterly, and monthly
               financial statements, within fifteen (15) days of the filing of
               such statement with such agency by RPO.

          (c)  NOTICE OF RESERVE DEFICIENCY. If RPO is required to maintain any
               financial reserve requirement(s) by the regulatory agency having
               jurisdiction over RPO's operations within the State, then RPO
               shall immediately give Texas HealthSpring:

               (i)  Written notice of RPO's failure to comply with any financial
                    reserve requirement; and

               (ii) A copy of the regulatory agency's written notice of RPO of
                    such agency's determination, assertion, allegation, or
                    contention that RPO is not in compliance with any financial
                    reserve requirement, notwithstanding that RPO may dispute,
                    disagree with, or otherwise question such determination,
                    assertion, allegation, or contention of the agency.

     5.5. REINSURANCE INSURANCE. If RPO has entered into any agreement for
          reinsurance insuring RPO against risks or large claims ("Reinsurance
          Policy"), RPO shall provide Texas HealthSpring a true copy of RPO's
          current Reinsurance Policy, not later than the Effective Date of this
          Agreement. Within fifteen (15) days after receipt or any renewal or
          replacement Reinsurance Policy, RPO shall provide to Texas
          HealthSpring a true copy thereof. If RPO receives notice from the
          reinsurer of the termination or nonrenewal of such Reinsurance Policy,
          RPO shall give Texas HealthSpring immediate written notice thereof.

     5.6. INSOLVENCY INSURANCE. If RPO has entered into any agreement for
          insolvency insurance insuring RPO or its members against risks of
          RPO's insolvency ("Insolvency Insurance Policy"), RPO shall provide to
          Texas HealthSpring a true copy of RPO's current Insolvency Insurance
          Policy, not later than the effective date of this Contract. Within
          fifteen (15) days after receipt of any renewal or replacement
          Insolvency Insurance Policy, RPO shall provide to Texas HealthSpring a
          true copy thereof. If RPO receives notice from the Insolvency
<PAGE>
          Insurer of termination or nonrenewal of such Insolvency Insurance
          Policy, RPO shall give Texas HealthSpring immediate written notice
          thereof.

     5.7. REGULATORY COMPLIANCE. RPO, on behalf of itself and all RPO Providers,
          agrees to comply with HMO Laws and all applicable local, State, and
          federal laws, rules and regulations, now or hereafter in effect, to
          the extent that they directly or indirectly affect RPO, RPO Providers,
          Texas HealthSpring, or any Payor, and bear upon the subject matter of
          this Agreement. RPO agrees to submit such reports and financial
          information as is necessary for Texas HealthSpring to comply with
          regulatory requirements to monitor the financial and administrative
          viability of RPO.

     5.8. RPO'S INSPECTION AND AUDIT RIGHTS.

          (a)  TEXAS HEALTHSPRING RECORDS. Texas HealthSpring shall maintain
               such records as shall be reasonably necessary to accurately
               account for processing RPO Providers' bills and the incidence of
               use by Members of RPD Providers pursuant to this Agreement.

          (b)  ACCESS TO RECORDS. RPO shall have access, upon reasonable notice
               during the normal business hours, to inspect and copy all records
               of Texas HealthSpring in connection with the Capitation
               Compensation, or any other compensation due to RPO under this
               Agreement, to verify the accuracy of such compensation. If RPO
               provides reasonable evidence that a deficiency exists in the
               payment of any compensation due from Texas HealthSpring, Texas
               HealthSpring shall promptly pay any such deficiency, or in the
               event of any late payment of any compensation, Texas HealthSpring
               shall pay to RPO interest on such unpaid amount from the date due
               at the maximum rate of interest permitted by law.

          (b)  AUDIT RIGHTS. During the term of this Agreement and for a period
               of one hundred eighty (180) days thereafter, RPO shall have the
               right to audit the records of the Texas HealthSpring to verify
               compliance with the terms of this Agreement. Texas HealthSpring
               shall: (i) assist the other party with the selection of the time
               for scheduling; (ii) provide appropriate documentation; (iii)
               provide space at its facilities between 9:00 a.m. and 4:00 p.m.
               on regular working days; and (iv) cooperate to facilitate
               completion of the audit or site visit, as applicable.

VI.  GENERAL PROVISIONS

     6.1. AMENDMENTS. All amendments to this Agreement or any of its Addenda
          which modify the current language shall not be valid unless (i) in
          writing and subscribed by an authorized representative of the party
          against which such modification,
<PAGE>
          alteration, amendment or waiver is asserted and (ii) approved by any
          Government Agency whose approval under the HMO Laws is required.
          Notwithstanding the foregoing, Texas HealthSpring may amend any
          provision of a Benefit Program, or unilaterally amend this Agreement
          if required to do so pursuant to the HMO Laws. Texas HealthSpring
          shall furnish RPO with written notice of any such amendments as
          determined by Texas HealthSpring to be necessary to effect such
          compliance. In the event any such amendment is unacceptable to RPO,
          RPO may terminate this Agreement by giving written notice of such
          termination to Texas HealthSpring within twenty (20) days of its
          receipt of such notice of amendment, effective no earlier than thirty
          (30) days after such termination notice is given. If RPO does not give
          such termination notice to Texas HealthSpring within such twenty (20)
          day period, such amendment will be deemed accepted by RPO and shall
          automatically amend this Agreement

     6.2. ASSIGNMENT. Neither this Agreement, nor any of RPO's rights or
          obligations hereunder, is assignable by RPO without the prior written
          consent of Texas HealthSpring, which shall not be unreasonably
          withheld or delayed. Notwithstanding the foregoing, Texas HealthSpring
          may, without RPO's consent, validly assign this Agreement, upon prior
          written notice, to any Affiliate or successor in interest of Texas
          HealthSpring.

     6.3. CONFIDENTIALITY. Texas HealthSpring and RPO agree to hold all
          confidential or proprietary information or trade secrets of each other
          in trust and confidence and agree that such information shall be used
          only for the purposes contemplated herein, and not for any other
          purpose. Specifically, RPO, as well as Texas Health Spring and Payors,
          shall keep strictly confidential all compensation rates set forth in
          this Agreement and its Addenda, except that this provision does not
          preclude disclosure of the method of compensation, e.g.,
          fee-for-service, capitation, shared risk pool, DRG or per diem.

     6.4. BINDING ARBITRATION. The parties hereto shall submit to binding
          arbitration any disputed question or controversy arising under this
          Agreement or arising out of, or relating to, the transaction
          contemplated by this Agreement. Any such arbitration shall be
          conducted it Houston, Texas. Any party may initiate the arbitration,
          by notice in writing to the other party, setting forth the nature of
          the dispute, that amount involved, if any, and the remedy sought. Any
          party desiring to initiate arbitration shall serve a written notice of
          intention to arbitrate to the other party and to the American
          Arbitration Association office in Houston, Texas. The arbitrator shall
          be appointed promptly upon written application of the initiating
          party, and shall be selected in accordance with the Commercial
          Arbitration Rules of the American Arbitration Association. All of the
          arbitrators shall be members of the American Arbitration Association.
          The arbitrator appointed hereunder shall conduct the arbitration
          pursuant to the Commercial Arbitration Rules of the American
          Arbitration Association then in effect, except as such rules may be
          modified for the purpose of the arbitration proceeding by the
          arbitrator or by mutual written agreement of the parties to this
          Agreement. The award of the arbitrator shall be final and binding upon
          the parties hereto and judgment thereon
<PAGE>
          may be entered in any court having jurisdiction. All statutes of
          limitations, which would otherwise be applicable, shall apply to any
          arbitration proceeding hereunder. The provisions of this section shall
          survive any termination, amendment or expiration of this Agreement
          unless all the parties hereto otherwise expressly agree in writing.
          The arbitrators shall award reasonable attorneys' fees and costs to
          the prevailing party pursuant to the terms of this Agreement.

     6.5. ENTIRE AGREEMENT. This Agreement supersedes any and all other
          agreements, either oral or written, between the parties with respect
          to the subject matter hereof, and no other agreement, statement or
          promise relating to the subject matter of this Agreement shall be
          valid or binding.

     6.6. GOVERNING LAW. This Agreement shall be governed by and construed and
          enforced in accordance with the laws of the State of Texas, except to
          the extent such laws conflict with or are preempted by any federal
          law, in which case such federal law shall govern. Federal law shall
          also govern with respect to Benefit Programs of federal governmental
          Payors.

     6.7. HOLD HARMLESS OF PARTIES. Neither RPO nor Texas HealthSpring (nor any
          of their respective agents or employees) shall be liable to the other
          for any act or omission of the other party. RPO and Texas HealthSpring
          each agrees to hold the other harmless from and against any and all
          liabilities, losses, damages, claims and expenses of any kind,
          including costs and attorney's fees incurred by the other party and
          arising from or in connection with the other party's performance of,
          or failure to perform, its duties and obligations under this
          Agreement.

     6.8. EXCLUSIVE CONTRACT; RIGHT OF FIRST REFUSAL. This Agreement is
          exclusive for Harris, Jefferson, Ft. Bend and the surrounding
          contiguous counties (the "Exclusive Area") and shall prohibit Texas
          HealthSpring from entering into agreements with other delegated
          physician networks without the express written consent of RPO.
          Further, to the extent Texas HealthSpring desires to expand within the
          Exclusive Area, RPO shall have the right of first refusal to provide
          Covered Services on an exclusive basis (the "Right of First Refusal").
          Such Right of First Refusal must be exercised by written notice from
          RPO to Texas HealthSpring within thirty (30) days of receipt of
          written notice from Texas HealthSpring of its intent to expand.
          Notwithstanding the foregoing, and in the event RPO is unwilling or
          unable to provide services to a Member, Texas HealthSpring shall have
          the ability to contract on a direct basis, when services are not able
          to reasonably be provided by RPO in Texas HealthSpring's sole
          discretion, after a thirty (30) day advance written notice to RPO, for
          the provision of physician services to ensure Member access is
          compliant with all applicable state and federal laws, rules or
          regulations.

     6.9. NO THIRD PARTY BENEFICIARY. Nothing in this Agreement is intended to,
          or shall be deemed or construed to create any rights or remedies in
          any third party, including a Member, an Affiliate, Payor or RPO
          Provider. Nothing contained herein shall operate (or be construed to
          operate) in any manner whatsoever to
<PAGE>
          increase the rights of any such Member or the duties or
          responsibilities of RPO or Texas HealthSpring with respect to such
          Members.

     6.10. NOTICE. Any notice required or desired to be given under this
          Agreement shall be in writing and shall by sent by certified mail,
          return receipt requested, postage prepaid, or overnight courier, or
          facsimile, addressed as follows:

          TEXAS HEALTHSPRING, INC.

               1235 North Loop West, Suite 450
               Houston, Texas 77008
               Facsimile telephone number: (832) 553-3400
               Attention: Chief Operating Officer

          RPO: 3735 Drexel Drive, Suite A
               Houston, Texas 77027
               Facsimile telephone number (713) 623-4793
               Attention: Chairman of the Board

Notices given hereunder shall be deemed given upon documented receipt. The
addresses to which notices are to be sent may be changed by written notice given
in accordance with this Section.

     6.11. REGULATION. Texas HealthSpring is subject to the requirements of
          various local, State, and federal laws, rules and regulations. Any
          provision required to be in this Agreement by any of the above shall
          bind RPO, on behalf of itself and all RPO Providers, and Texas
          HealthSpring whether or not provided herein.

     6.12. SEVERABILITY. If any provision of this Agreement is rendered invalid
          or unenforceable by any local, Stare, or federal law, rule or
          regulation, or declared null and void by any court of competent
          jurisdiction, the remainder of this Agreement shall remain in full
          force and effect

     6.13. STATUS AS INDEPENDENT ENTITIES. The relationship between Texas
          HealthSpring and RPO shall be that of independent contractors. None of
          the provisions of this Agreement is intended to create or shall be
          deemed or construed to create any relationship between RPO and Texas
          HealthSpring other than that of independent entities contracting with
          each other solely for the purpose of effecting the provisions of this
          Agreement. Neither RPO nor Texas HealthSpring, nor any of their
          respective agents, employees, or representatives shall be construed to
          be the agent, employee or representative of the other. This Agreement
          shall not create, and shall not be construed as creating, any
          partnership, joint venture, agency relationship or employer-employee
          relationship, or any other relationship except that of independent
          contractors. Nothing contained in this Agreement shall cause either
          Texas HealthSpring or RPO to be liable or responsible for any debt,
          liability or obligation of the other party or any third party unless
          such liability or responsibility is expressly assumed by the party
          sought to be charged therewith.
<PAGE>
     6.14. ADDENDA. Each Addendum to this Agreement and the Exhibits thereto are
          made a part of this Agreement as though set forth fully herein. Any
          provision of an Addendum that is in conflict with any provision of
          this Agreement shall take precedence and supersede the conflicting
          provision of this Agreement

     6.15. SEPARATE OBLIGATIONS. The rights and obligations of Texas
          HealthSpring under this Agreement shall apply to each Affiliate only
          with respect to the Benefit Programs of such Affiliate. No such
          Affiliate shall be. responsible for the obligations of any other
          Affiliate under this Agreement with respect to the other Affiliate's
          Benefit Programs. The person executing this Agreement on behalf of
          Texas HealthSpring has been duly authorized by each Affiliate to
          execute this Agreement on its behalf.

     6.16. FORCE MAJEURE. Texas HealthSpring and RPO shall each be excused,
          discharged and released from performance under this Agreement to the
          extent that all or part of this Agreement cannot be performed due to
          causes which are outside the control of Texas HealthSpring and RPO,
          and could not be avoided by the exercise of due care, including but
          not limited to any acts of God, war, epidemic or by any enforceable
          law, regulation or order. The foregoing shall not be considered to be
          a waiver of any continuing obligations under this Agreement, and as
          soon as such conditions cease, the party affected thereby shall
          fulfill its obligations as set forth under this Agreement

     6.17. REMEDIES. All rights, powers, and remedies granted to either party by
          any particular term of this Agreement are in addition to, and not in
          limitation of, any rights, powers, or remedies which it has under any
          other term of this Agreement, at common law, in equity, by statute, or
          otherwise, and all such rights, powers, and remedies may be exercised
          separately or concurrently, in such order and as often as may be
          deemed expedient by either party. No delay or omission by either party
          to exercise any right, power, or remedy shall impair such right,
          power, or remedy or be construed to be a waiver of any breach or
          default or an acquiescence therein. A waiver by either party of any
          breach or default hereunder shall not constitute a waiver of any
          subsequent breach or default of either the same or any other provision
          of this Agreement.

      (Balance of page intentionally blank; Signatures begin on next page)
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the Effective Date.

RENAISSANCE PHYSICIAN                   HEALTHSPRING, INC. D/B/A TEXAS
ORGANIZATION, INC.                      HEALTHSPRING, INC.


-------------------------------------   ----------------------------------------
Signature                               Signature

Chairman                                CEO
Title                                   Title

-------------------------------------   ----------------------------------------
Federal Tax Identification Number
<PAGE>
                                   ADDENDUM A

                            TO RPO SERVICES AGREEMENT
                        MEDICARE+CHOICE BENEFIT PROGRAMS

A.   DEFINITIONS

For purposes of this Addendum, the definitions included herein shall have the
meanings under the Medicare+Choice Program.

     1.   CLAIM FORM. The standard billing form used by Texas HealthSpring that
          includes detailed and descriptive medical and Medicare+Choice Member
          data and identifying information on CMS 1500 or UB-92 forms, as
          applicable, or any subsequent form adopted for that purpose.

     2.   CLEAN CLAIM. A claim that has no defect, impropriety, lack of any
          required substantiating documentation, or particular circumstance
          requiring special treatment that prevents timely payment.

     3.   CONTINUATION AREA. An additional area outside of RPO Service Area
          within which Texas HealthSpring furnishes or arranges for the
          furnishing of Covered Medical Services to Medicare+Choice Members who
          move outside of the RPO Service Area.

     4.   EMERGENCY MEDICAL CONDITION. A medical condition manifesting itself by
          acute symptoms of sufficient severity (including severe pain) such
          that a prudent layperson, with an average knowledge of health and
          medicine, could reasonably expect the absence of immediate medical
          attention to result in (a) serious jeopardy to the health of the
          individual or, in the case of a pregnant woman, the health of the
          woman or her unborn child; (b) serious impairment to bodily functions;
          or (c) serious dysfunction of any bodily organ or part. The final
          determination of whether Emergency Services were required shall be
          made by Texas HealthSpring or its designee, subject to appeal under
          the applicable Medicare+Choice Member appeals procedure.

     5.   EMERGENCY SERVICES. Covered inpatient and outpatient services that are
          (a) furnished by a provider qualified to furnish emergency services;
          and (b) needed to evaluate or stabilize an Emergency Medical
          Condition.

     6.   MEDICARE+CHOICE MEMBER. A person who is eligible to receive Covered
          Medical Services under a Benefit Program under the Medicare+Choice
          Program included in this Agreement.

     7.   NOTICE OF DISCHARGE. The CMS-approved notice presented to
          Medicare+Choice Member by RPO or RPO Provider, setting forth (a) the
          reason inpatient care is no longer needed; (b) the effective date of
          the Medicare+Choice Member's risk of financial liability for continued
          inpatient care; and (c) the Medicare+Choice Member's appeal rights.
<PAGE>
     8.   URGENTLY NEEDED SERVICES. Covered Medical Services provided when a
          Medicare+Choice Member is temporarily absent from the RPO Service Area
          (or, if applicable, Continuation Area) (or, under unusual and
          extraordinary circumstances, provided when a Medicare+Choice Member is
          in the RPO Service Area or Continuation Area, but Texas HealthSpring's
          provider network is temporarily unavailable or inaccessible) when such
          services are Medically Necessary and required without delay in order
          to prevent the serious deterioration of a Medicare+Choice Member's
          health as a result of an unforeseen illness, injury, or condition and
          it was not reasonable given the circumstances to obtain the services
          through Texas HealthSpring.

B.   RESPONSIBILITIES OF RPO AND RPO PROVIDERS

     1.   PROVISION OF SERVICES. RPO and RPO Provider agree to provide Covered
          Medical Services in accordance with the provisions of Section 2.1 and
          in a manner consistent with, professionally recognized standards of
          health care. RPO and RPO Provider further agree to (a) provide Covered
          Medical Services in a culturally competent manner to all
          Medicare+Choice Members by making a particular effort to ensure that
          those with limited English proficiency or reading skills, diverse
          cultural and ethnic backgrounds, and physical or mental disabilities
          receive the health care to which they are entitled; (b) provide
          Medicare+Choice Members information regarding treatment options in a
          culturally competent manner, including the option of no treatment; and
          (c) ensure that Medicare+Choice Members with disabilities have
          effective communications with representatives of RPO or RPO Provider
          in making decisions regarding treatment options.

     2.   ACCESS TO BENEFITS. RPO and RPO Provider agree to make Covered Medical
          Services available and accessible to Medicare+Choice Members on a
          24-hours per day, 7-day per week basis and with reasonable promptness
          and in a manner which assures continuity in the provision of Covered
          Medical Services.

     3.   DISCRIMINATION PROHIBITED. In accordance with the provisions of
          Section 2.6, neither RPO nor RPO Provider shall deny, limit, or
          condition the furnishing of benefits to a Medicare+Choice Member on
          the basis of any factor that is related to health status, including,
          but not limited to the following: (a) medical condition, including
          mental as well as physical illness; (b) claims experience; (c) receipt
          of health care; (d) medical history; (e) genetic information; (f)
          evidence of insurability, including conditions arising out of acts of
          domestic violence; or (g) disability.

     4.   SCREENING MAMMOGRAPHY, INFLUENZA VACCINE, AND PNEUMOCOCCAL VACCINE.
          RPO and RPO Provider acknowledge and agree: (a) Medicare+Choice
          Members may directly access (through self-referral) Covered Medical
          Services constituting screening mammography and influenza vaccine; and
          (b) neither RPO, nor RPO Provider may bill or collect from
          Medicare+Choice Members Copayments, or any other type of cost sharing
          for influenza vaccine and pneumococcal vaccine.
<PAGE>
     5.   SUBCONTRACTORS. RPO and RPO Provider agree that prior to entering into
          a subcontractor arrangement whereby RPO or RPO Provider arranges to
          provide any of its services hereunder through a subcontractor, RPO or
          RPO Provider, as applicable, (a) shall obtain Texas HealthSpring's
          written approval of such subcontract, and (b) agrees, and shall cause
          such subcontractor to agree, that such services shall be performed in
          accordance with the terms and conditions of this Agreement and the CMS
          Agreement. RPO and RPO Provider agree that if RPO or RPO Provider
          carries out any responsibilities under this Agreement through the use
          of a subcontractor, including any organization related by ownership or
          control to RPO or RPO Provider when the subcontract is worth or costs
          Ten Thousand Dollars ($10,000) or more over a twelve (12) month
          period, RPO or RPO Provider shall obtain and forward to Texas
          HealthSpring the subcontractor's written promise to be bound as an RPO
          Provider under this Agreement. RPO and RPO Provider agree that subject
          to and in accordance with the foregoing, RPO and RPO Provider shall
          make available to Government Agencies and Accreditation Organizations
          all Medicare+Choice Member medical information required for assessing
          the quality of care or investigating Medicare+Choice Member's
          grievances or complaints.

     6.   DELEGATED ACTIVITIES. In the event Texas HealthSpring delegates to RPO
          any of Texas HealthSpring's activities or responsibilities under the
          CMS Contract, RPO and Texas HealthSpring agree to enter into a written
          agreement: (a) specifying the delegated activities and reporting
          responsibilities; (b) providing for revocation of the delegation
          activities and reporting requirements or specify other remedies in
          instances where CMS, Texas HealthSpring determines that RPO or RPO
          Provider have not performed satisfactorily; (c) specifying that the
          performance of RPO or RPO Provider is monitored by Texas HealthSpring
          on an ongoing basis; (d) specifying that either (i) the credentials of
          medical professionals affiliated with RPO or RPO Provider will be
          either reviewed by Texas HealthSpring, or (ii) the credentialing
          process will be reviewed and approved by Texas HealthSpring and Texas
          HealthSpring must audit the credentialing process on an ongoing basis;
          and (e) specifying that RPO or RPO Provider must comply with all
          applicable Medicare laws, regulations, and CMS instructions.

     7.   REPORTING REQUIREMENTS. RPO agrees and shall cause RPO Providers to
          provide all documents and information necessary for Texas HealthSpring
          to comply with Texas HealthSpring's requirements for submitting
          information under the CMS Contract, as determined in the sole
          discretion of Texas HealthSpring. RPO agrees, as a condition to
          receiving payment under this Agreement to provide a certification
          certifying, to the best of RPO knowledge, information, and belief, the
          accuracy, completeness, and truthfulness of the encounter data RPO
          submits to Texas HealthSpring under this Section and in accordance
          with the provisions of 42 C.F.R. Section 422.502(1), as may be amended
          from time to time.

     8.   ACCOUNTABILITY. Texas HealthSpring, RPO and RPO Provider acknowledge
          and agree that Texas HealthSpring shall oversee and be accountable to
          CMS for any functions or responsibilities under the Medicare+Choice
          Program. RPO and RPO
<PAGE>
          Provider agree to cooperate with Texas HealthSpring and assist Texas
          HealthSpring in such oversight and accountability activities as part
          of the program integrity requirements under the Medicare+Choice
          Program.

     9.   EXCLUDED PROVIDERS. RPO and RPO Provider acknowledge that is
          prohibited from employing or contracting with an individual who is
          excluded from participation in the Medicare program (or with an entity
          that employs or contracts with such an individual) for the provision
          of any of the following: (a) health care; (b) utilization review; (c)
          medical social work; or (d) administrative services. RPO and RPO
          Provider agree to immediately notify Texas HealthSpring in the event
          RPO or RPO Provider, or any of their employees or contractors, is
          excluded from participation in the Medicare program or any
          administrative or regulatory proceedings is initiated that could lead
          to the exclusion of RPO or RPO Provider or any of their employees or
          contractors from the Medicare program. In such event, Texas
          HealthSpring may immediately terminate this Addendum to the Agreement
          pertaining to the Benefit Program for the Medicare+Choice Program. RPO
          AGREES TO INDEMNIFY AND HOLD TEXAS HEALTHSPRING HARMLESS FOR ANY LOSS,
          COST, OR LIABILITY INCURRED BY TEXAS HEALTHSPRING AS A RESULT OF THE
          EXCLUSION OF RPO OR RPO PROVIDER OR ANY OF THEIR EMPLOYEES OR
          CONTRACTORS. THIS INDEMNITY SHALL NOT BE CONSTRUED TO LIMIT TEXAS
          HEALTHSPRING'S RIGHTS, IF ANY, TO COMMON LAW INDEMNITY.

     10.  MARKETING. RPO and RPO Provider acknowledge and agree that all
          marketing activities related a Benefit Program under the
          Medicare+Choice Program must conform to the requirements of the
          Medicare+Choice Program, codified at 42 C.F.R. Section 422.80, as
          amended from time to time. RTO and RPO Provider agree not to engage in
          any such marketing activities, directly or indirectly, without first
          obtaining Texas HealthSpring's and CMS's approval.

     11.  ADVANCE DIRECTIVES. RPO agrees and shall cause RPO Providers to agree
          to: (a) document in a prominent part of each Medicare+Choice Member's
          medical record whether or not the Medicare+Choice Member has executed
          an advance directive; (b) not condition the provision of care or
          otherwise discriminate against a Medicare+Choice Member based on
          whether or not the individual has executed an advance directive; (c)
          comply with Texas HealthSpring's policies and procedures regarding
          advance directives; and (d) comply with requirements of State and
          federal law regarding advance directives, including without limitation
          the rules and regulations under the Medicare+Choice Program [42
          C.F.R.417.436(d)]

     12.  PHYSICIAN INCENTIVE PLANS. RPO and RPO Provider acknowledge and agree
          that no payments, including without limitation, any payments made
          pursuant to Article III of this Agreement or Section D of this
          Addendum, shall be made directly or indirectly to RPO or RPO Provider
          as an inducement to reduce or limit Medically Necessary services. RPO
          and RPO Provider further agrees to cooperate with Texas HealthSpring's
          efforts to comply with federal and state regulations,
<PAGE>
          including disclosure requirements related to physician incentive
          plans. RPO and RPO Provider agree that in the event RPO or RPO
          Provider enters into an agreement with any individual physician or
          physician group related to the performance of RPO or RPO Provider's
          duties under this Agreement that includes a physician incentive plan
          as defined in 42 C.F.R. Section 422.208, RPO or RPO Provider, as
          applicable, such physician incentive plan shall comply with the rules
          and regulations set forth under the Medicare+Choice Program and agree
          to the following:

          (a)  No payments shall be made directly or indirectly to any physician
               as an inducement to reduce or limit Medically Necessary services.

          (b)  RPO and RPO Provider agree, and shall cause each physician to
               agree, to disclose the terms and conditions of any and all
               physician incentive plan arrangements entered into by RPO or RPO
               Provider, including without limitation (i) whether the amount of
               compensation under such arrangement covers physician referrals;
               (ii) the amount of the financial incentives, stared as a
               percentage of withhold or bonus; (iii) the amount of stop loss
               coverage maintained by RPO or RPO Provider and physicians; and
               (iv) the number of covered lives under each physician incentive
               plan submitted in accordance with this Agreement or as otherwise
               required by Texas HealthSpring.

          (c)  RPO and RPO Provider agree to cooperate (and to cause each
               physician and physician group to agree to cooperate), with Texas
               HealthSpring's efforts to comply with federal and state
               regulations, including disclosure requirements.

     13.  PROHIBITION ON REMOVAL OF BENEFIT PROGRAM ASSIGNED MEMBERS. Neither
          RPO, RPO Provider, or any of their employees or contractors under this
          Agreement shall request, demand, require or otherwise seek, directly
          or indirectly, the termination from the Benefit Program under the
          Medicare+Choice Program of any Medicare+Choice Member based upon the
          Medicare+Choice Member's need for or utilization of medically required
          services, or in order to gain financially or otherwise from such
          termination. RPO or RPO Provider may request that Texas HealthSpring
          terminate coverage of a Medicare+Choice Member for reasons of fraud,
          disruption of medical services, or failure to follow a physician's
          orders, or for any of the reasons for mandatory disenrollment
          specified by CMS. However, RPO and RPO Provider agree that Texas
          HealthSpring shall have sole and ultimate authority to terminate a
          Medicare+Choice Member's coverage, and to notify the Medicare+Choice
          Member of his/her termination. RPO and RPO Provider understand that
          any requested termination is subject to prior approval by CMS.

     14.  TREATMENT PLANS. RTO and RPO Provider agree to cooperate with Texas
          HealthSpring policies and procedures to: (a) identify Medicare+Choice
          Members with complex or service medical conditions; (b) assess those
          conditions, and use
<PAGE>
          medical procedures to diagnose and monitor them on an ongoing basis;
          and (c) establish and implement a treatment plan that is appropriate
          to those conditions, includes an adequate number of direct access
          visits to specialists consistent with the treatment plan; and is
          time-specific and updated periodically by the RPO Provider.

     15.  NOTICE TO MEDICARE+CHOICE MEMBERS. Upon termination of this Agreement
          or this Addendum, Texas HealthSpring shall provide written notice of
          such termination to all Medicare+Choice Members within fifteen (15)
          working days of receipt or issuance of a notice of termination.

C.   MANAGED CARE SERVICES

     1.   QM/QI PROGRAM. RPO agrees and shall cause RPO Providers to comply with
          Texas HealthSpring's QM/QI Program and the provisions of Section 2.13
          of this Agreement and consult with Texas HealthSpring in development
          of such program. RPO and RPO Provider acknowledge that Texas
          HealthSpring is required under the Medicare+Choice Program to have an
          agreement with an independent quality review and improvement
          organization approved by CMS to perform an external review of Texas
          HealthSpring's QM/QI Program. RPO agrees and shall cause RPO Providers
          to comply with the activities of Texas HealthSpring's independent
          quality review and improvement organization in accordance with the
          applicable Medicare+Choice Program requirements, including, without
          limitation, (a) allocating adequate space at RPO and RPO Provider's
          facilities for use of the review organization whenever it is
          conducting review activities; and (b) providing all pertinent data,
          including without limitation, patient care data, at the time the
          review organization needs the data to carry out the review and make
          its determination.

     2.   UTILIZATION REVIEW. RPO agrees and shall cause RPO Providers to comply
          with Texas HealthSpring's Utilization Management Program and the
          provisions set forth in Section 2.8 of this Agreement.

     3.   POLICIES AND PROCEDURES. RPO agrees and shall cause RPO Providers to
          comply with Texas HealthSpring's policies and procedures, including
          without limitation written standards for the following: (a) timeliness
          of access to care and member services; (b) policies and procedures
          that allow for individual Medical Necessity determinations (e.g.,
          coverage rules, practice guidelines, payment policies); and (c)
          provider consideration of Medicare+Choice Member input into the
          provider's proposed treatment plan.

     4.   GRIEVANCE, ORGANIZATION, DETERMINATIONS, AND APPEALS.

          (a)  Medicare+Choice Member Grievance and Appeals Procedures. RPO
               agrees and shall cause RPO Providers to comply with Texas
               HealthSpring's procedures for Medicare+Choice Member grievances,
               organization determinations, and Medicare+Choice Member appeals
               set
<PAGE>
               forth in the Benefit Program Requirements for Benefit Programs
               under the Medicare+Choice Program.

     5.   NOTICE OF DISCHARGE AND MEDICARE APPEAL RIGHTS. RPO agrees and shall
          cause RPO Providers to (a) comply with the Medicare+Choice Program
          requirements and Texas HealthSpring's policy and procedures regarding
          review of noncoverage of inpatient hospital care, including without
          limitation, the submission of medical records and other pertinent
          information in a timely manner, and (b) provide Notice of Discharge
          and Medicare Appeal Rights to Medicare+Choice Members in accordance
          with Texas HealthSpring's policies and procedures and the requirements
          of the Medicare+Choice Program; provided, however, neither RPO nor RPO
          Provider shall give Notice of Discharge and Medicare Appeal Rights to
          any Medicare+Choice Member without first notifying Texas HealthSpring
          of the proposed discharge. As used herein, the term Notice of
          Discharge and Medicare Appeal Rights shall mean the CMS-approved
          notice, setting forth (a) the reason inpatient care is no longer
          needed; (b) the effective date of the Medicare+Choice Member's risk of
          financial liability; and (c) the Medicare+Choice Member's appeal
          rights. RPO agrees and shall cause RPO Providers to cooperate with
          Texas HealthSpring with respect to the proposed discharge. RPO agrees
          and shall cause RPO Providers to cooperate with the Medicare+Choice
          Member and Texas HealthSpring to arrange an orderly discharge,
          including without limitation providing all medical information related
          to the Medicare+Choice Member's care, subject to and in accordance
          with State and federal laws and regulations regarding the
          confidentiality of patient medical records, Such records shall be
          provided at no cost other than the copying costs, not to exceed ten
          (10 cent(s)) cents per page.

D.   FINANCIAL ARRANGEMENT

     1.   CAPITATION; RPO RISK SERVICES. Where and when applicable, RPO shall
          render RPO Risk Services for each Medicare+Choice Member who select or
          are assigned to RPO Provider. RPO Risk Services are set forth on
          Exhibit 3 to this Addendum. As compensation for rendering RPO Risk
          Services, Texas HealthSpring shall pay RPO the Capitation Compensation
          as set forth in Exhibit 2 to this Addendum for each Medicare+Choice
          Member eligible to receive such services from RPO or RPO Provider
          during a particular month and which shall be paid by Texas
          HealthSpring on or before the fifteenth (15th) day of such month.
          Texas HealthSpring's payment shall be subject to the provisions of
          Sections 2.19 and 3.4 of this Agreement. RPO further agrees to comply
          with the payment provisions of this Medicare+Choice Addendum
          applicable to Texas HealthSpring for RPO Risk Services provided
          outside of the RPO Service Area, or by a non-Participating Provider or
          health care provider other than RPO or RPO Provider.

     2.   SPECIAL PAYMENT RULES FOR INPATIENT STAYS.

          (a)  RPO shall not be entitled to payment from Texas HealthSpring for
               Covered Medical Services provided to a Medicare-Choice Member who
               is receiving inpatient hospital services from RPO or RPO Provider
               as of the
<PAGE>
               effective date of the Medicare+Choice Member's election of Texas
               HealthSpring under the Medicare+Choice Program until after the
               date of the Medicare+Choice Member's discharge. In the event a
               Medicare+Choice Member's eligibility to receive Covered Medical
               Services ends. RPO shall be entitled to payment from Texas
               HealthSpring for Covered Medical Services provided to a
               Medicare-Choice Member who is receiving inpatient hospital
               services from RPO or RPO Provider as of the effective date of the
               end of such coverage after such date and until the date of the
               Medicare+Choice Member's discharge.

          (b)  RPO agrees and shall cause RPO Providers to acknowledge and agree
               that after Texas HealthSpring determines that inpatient hospital
               services are not, or are no longer, covered under the applicable
               Benefit Program under the Medicare+Choice Program, Texas
               HealthSpring is responsible for payment to RPO for the continued
               hospital stay until noon of the calendar day following the day
               Texas HealthSpring notifies Medicare+Choice Member of its
               determination regarding coverage for the continued hospital stay
               only if (i) Texas HealthSpring provided Prior Authorization for
               the inpatient stay directly or by delegation; and (ii)
               Medicare+Choice Member makes a timely request for PRO review. RPO
               further acknowledges and agrees that if Texas HealthSpring did
               not provide Prior Authorization for the inpatient stay directly
               or by delegation, Texas HealthSpring will only pay RPO for the
               continued stay if it is determined by PRO or Texas HealthSpring
               an appeal that the hospital stay should have been a Covered
               Medical Service.

     3.   SERVICES FURNISHED UNDER A PRIVATE CONTRACT. RPO and RPO Providers
          shall not be entitled to payment from Texas HealthSpring for Covered
          Medical Services (other than Emergency Services or Urgently Needed
          Services) by a physician or other practitioner, including an employee
          or subcontractor, who has filed with the Medicare carrier an affidavit
          promising to furnish Medicare-covered services to Medicare
          beneficiaries only through private contracts under section 1802(b) of
          the Social Security Act with the beneficiaries.

     4.   PROMPT PAYMENT. Texas HealthSpring agrees to comply with the prompt
          payment provisions set forth in Section 3.2 of this Agreement.

     5.   CONTRACTED SERVICES RECIPROCITY. When a Member for whom RPO or RPO
          Provider is not under a Capitated Compensation method receives
          services from RPO or RPO Provider, then RPO Provider shall accept
          compensation based upon CMS reimbursement rates for Medicare.

     6.   EMERGENCY SERVICES. Texas HealthSpring and/or RPO shall pay for
          Covered Medical Services that are Emergency Services rendered to a
          Medicare+Choice Member to treat an Emergency Medical Condition or for
          which Texas HealthSpring or RPO or RPO Provider instructed the
          Medicare+Choice Member to seek treatment within or outside the RPO
          Service Area or Texas HealthSpring's
<PAGE>
          provider network. The physician treating the Medicare+Choice Member
          shall decide when the Medicare+Choice Member is stabilized for
          transfer or discharge and such decision shall be binding on Texas
          HealthSpring, RPO and RPO Provider.

     7.   URGENTLY NEEDED SERVICES. Texas HealthSpring and/or RPO shall pay for
          all Covered Medical Services constituting Urgently Needed Services
          rendered to a Medicare-Choice Member.

     8.   RENAL DIALYSIS SERVICES. Texas HealthSpring and/or RPO shall pay for
          all Covered Medical Services constituting renal dialysis services
          provided to a Medicare+Choice Member while the Medicare+Choice Member
          was temporarily outside the RPO Service Area.

     9.   POST-STABILIZATION CARE SERVICES. Texas HealthSpring and/or RPO shall
          pay for all Covered Medical Services constituting post-stabilization
          care services that were pre-approved by Texas HealthSpring or RPO or
          were not pre-approved by Texas HealthSpring or RPO because Texas
          HealthSpring or RPO did not respond to the non-Participating Provider
          of post-stabilization care services request for pre-approval within
          one (1) hour after being requested to approve such care, or could not
          be contacted for pre-approval.

     10.  DENIED SERVICES. Texas HealthSpring and/or RPO shall pay for all
          Covered Medical Services for which coverage has been denied by RPO,
          RPO Provider, Texas HealthSpring and found upon appeal to be services
          the Medicare+Choice Member was entitled to have furnished or paid for,
          by RPO, RPO Provider or Texas HealthSpring.

     11.  PAYMENT TO NON-PARTICIPATING PROVIDERS. Texas HealthSpring and/or RPO
          shall compensate a non-Participating Provider in an amount equal to
          the amount the non-Participating Provider would have received under
          fee-for-service Medicare (including balance billing permitted under
          Medicare Part A and Part B.

     12.  PROMPT PAYMENT OF CLAIMS TO NON-PARTICIPATING PROVIDERS. Texas
          HealthSpring and/or RPO shall process and pay or deny all claims
          eligible for payment submitted by a non-Participating Provider for
          such services within the time limits specified by CMS, the State
          regulatory agency, and State Department of Health. Current CMS
          guidelines specify that Clean Claims must be paid within thirty (30)
          days of receipt and all other claims must be approved or denied within
          sixty (60) days of receipt. Texas HealthSpring and/or RPO shall
          maintain adequate records and procedures to record dates of receipt,
          processing, and payment of claims from non-contracted providers. With
          respect to RPO Risk Services, in the event that RPO does not process
          and pay eligible claims submitted for RPO Risk Services in accordance
          with the provisions of this Section within the applicable time limits
          as specified above and in the separate Delegated Services Agreement
          between Texas HealthSpring and RPO, Texas HealthSpring shall advise
          RPO in writing of Texas HealthSpring's concerns of such delayed
<PAGE>
          claims payment and provid RPO with the opportunity to pay such claims
          prior to taking any further action as allowed by this Section 12.
          Should RPO fail to promptly pay such claims or refuse to pay such
          claims, Texas HealthSpring reserves the right to pay such claims and
          deduct (a) the amounts paid to such providers from RPO's Capitation
          Compensation; and (b) the interest that has accrued, if any, on clean
          claims that are not paid with the thirty (30) days of receipt. Any
          deductions from RPO's Capitation Compensation as allowed by this
          Section 12 shall be clearly indicated in the affected month Capitation
          Compensation payment.

     13.  DIRECT ACCESS TO SPECIALTY CARE. Texas HealthSpring and RPO
          acknowledge and agree that female Medicare+Choice Members are allowed
          to directly access a women's health specialist who is an RPO Provider
          for women's routine and preventive health care services provided as
          basic benefits. Texas HealthSpring and RPO further agree that it shall
          not deny payment for a Covered Medical Service on the basis that a
          female Medicare+Choice Member did not obtain a referral for such
          services. [42 CFR. Section 422.112(a)(3).]

     14.  INCORRECT COLLECTIONS. RPO and RPO Provider agree to refund any
          amounts incorrectly collected from a Medicare+Choice Member (or from
          others on behalf of a Medicare+Choice Member), and to pay any other
          amounts due to a Medicare+Choice Member (or others on a
          Medicare+Choice Member's behalf), in accordance with the provisions of
          42 C.F.R. Section 422.309, as amended from time to time. RPO and RPO
          Provider further agree to notify Texas HealthSpring of any amounts RPO
          owes under this Section. RPO FURTHER AGREES TO INDEMNIFY AND HOLD
          HARMLESS TEXAS HEALTHSPRING FOR ANY LOSS, COST, OR LIABILITY INCURRED
          BY TEXAS HEALTHSPRING AS A RESULT OF (A) ANY AMOUNTS INCORRECTLY
          COLLECTED FROM A MEDICARE+CHOICE MEMBER BY RPO, RPO PROVIDER OR ANY OF
          THEIR EMPLOYEES OR CONTRACTORS; AND/OR (B) THE FAILURE BY RPO, RPO
          PROVIDER OR ANY OF THEIR EMPLOYEES OR CONTRACTORS TO PAY ANY AMOUNTS
          DUE UNDER THIS SECTION. THIS INDEMNITY SHALL NOT BE CONSTRUED TO LIMIT
          TEXAS HEALTHSPRING'S RIGHTS, IF ANY, TO COMMON LAW INDEMNITY.

     16.  ALLOCATION OF MEDICARE-CHOICE MEMBER PREMIUM. In the event Texas
          HealthSpring requires the Medicare+Choice Member pay a Medicare+Choice
          Member Premium under any Medicare+Choice Benefit Program, RPO shall
          receive its representative share of any Medicare+Choice Member Premium
          Texas HealthSpring has collected from Medicare+Choice Members, as
          applicable. RPO shall receive its representative share of collected
          Medicare+Choice Member Premium according to the percentages of CMS
          Payment allocation outlined in Exhibit I of this Addendum A to the
          extent the Medicare+Choice Member Premium applies to RPO Risk
          Services. RPO shall not receive any share of Medicare+Choice Member
          Premium not applicable to RPO Risk Services.
<PAGE>
     17.  PERFORMANCE BONUS FUND. Performance Bonus Services are those Covered
          Medical Services that will apply to the Performance Bonus Fund
          ("Performance Bonus Fund"). In addition to Capitation Compensation
          payments, RPO shall be eligible to receive a bonus payment on a
          quarterly schedule to be determined by Texas HealthSpring. This bonus
          payment shall only occur in the event that there are surplus funds in
          the Performance Bonus Fund at the time of reconciliation.
          Reconciliation of the Performance Bonus Fund shall be done by Texas
          HealthSpring. However, RPO shall have a right of review and appeal,
          for a period to not exceed thirty (30) calendar days, prior to the
          finalization of the reconciliation. Throughout the period covered by
          the Performance Bonus Fund, RPO shall receive monthly Performance
          Bonus Fund Status Reports demonstrating the number and amount of
          claims paid during the previous calendar month. In the event of a
          deficit in the Performance Bonus Fund RPO shall pay to Texas
          HealthSpring, within thirty (30) days of the final reconciliation, any
          monies owed as a result of such deficit. Texas HealthSpring and RPO
          agree to share equally in the surpluses and deficits of the
          Performance Bonus Fund as set forth below.

               PERFORMANCE BONUS FUND

               TEXAS HEALTHSPRING = 50%

               RPO = 50%

E.   MEMBER HOLD HARMLESS

     RPO and RPO Provider shall accept as payment in full for Covered Medical
     Services provided to Medicare+Choice Members the compensation specified in
     Section D of this Addendum. RPO agrees and shall cause RPO Providers to
     agree that in no event, including, but not limited to nonpayment by Texas
     HealthSpring or RPO, Texas HealthSpring's or RPO's insolvency, or breach of
     this Agreement shall RPO or RPO Provider bill, charge, collect a deposit
     from, or seek compensation, remuneration, or reimbursement from, or have
     any recourse against, Medicare+Choice Members or persons other than Texas
     HealthSpring or RPO acting on Medicare+Choice Member's behalf for services
     provided under this Agreement. This provision shall not prohibit RPO or RPO
     Provider from collecting from Medicare+Choice Members any applicable
     Copayments or fees for non-Covered Medical Services delivered on a
     fee-for-service basis to a Medicare+Choice Member. With respect to Covered
     Medical Services furnished prior to the termination of this Agreement, this
     section shall survive the termination of this Agreement (regardless of the
     reason for termination, including insolvency of Texas HealthSpring or RPO),
     shall be construed to be for the benefit of Medicare+Choice Members, and
     supersedes any oral or written contrary agreement now existing or later
     entered into during the term of this Agreement between RPO or RPO Provider
     and a Medicare+Choice Member or persons acting on a Medicare+Choice
     Member's behalf. RPO and RPO Provider acknowledge that in the event of
     Texas
<PAGE>
     HealthSpring's insolvency or other cessation of operations, benefits to
     Medicare+Choice Members will continue through the period for which payment
     from CMS to Texas HealthSpring has been paid, and benefits of
     Medicare+Choice Members who are inpatients in a hospital on the date of
     insolvency or other cessation of operations will continue until their
     discharge. No changes in the insolvency protection or continuation of
     benefits provisions under this Section shall be made without prior written
     approval of CMS, if applicable

F.   MEDICARE AS SECONDARY PAYOR

     RPO and RPO Provider shall not be entitled to payment by Texas HealthSpring
     for the provision of Covered Medical Services to the extent that the
     Medicare program is not the primary payer, as determined in accordance with
     the relevant provisions of section 1862(b) of the Social Security Act and
     42 C.F.R. Part 411, except as set forth in this Section. RPO and RPO
     Provider agree to assist Texas HealthSpring in identifying payers that are
     primary to the Medicare program, determining the amounts payable by those
     payers and coordinating Covered Medical Services with the benefits of the
     primary payer in accordance with Texas HealthSpring policies and procedures
     relating to coordination of benefits. RPO and RPO Provider are authorized
     to charge other individuals or entities for Covered Medical Services
     provided to a Medicare+Choice Member for which Medicare is not the primary
     payer, as follows: if such Covered Medical Services are also covered under
     (a) State or federal workers' compensation, any no-fault insurance or any
     liability insurance policy or plan, including a self-insured plan, RPO or
     RPO Provider may charge: (i) the insurance carrier, (ii) employer, (iii)
     any other entity that is liable for payment for the Covered Medical
     Services as a primary payer, or (iv) the Medicare+Choice Member (to the
     extent such Medicare+Choice Member has been paid by the carrier, employer,
     or entity for such Covered Medical Services); and (b) a group health plan
     or large group health plan, RPO or RPO Provider may charge: (i) the group
     health plan or large group health plan; or (ii) the Medicare+Choice Member,
     to the extent that such Medicare+Choice Member has been paid by either such
     plan.

G.   TERM AND TERMINATION

     1.   NOTICE OF TERMINATION. Notwithstanding any other statement in this
          Agreement to the contrary, RPO and Texas HealthSpring shall give
          written notice to the other party on or before April 1st of each
          calendar year before terminating without cause this Addendum for the
          Medicare+Choice Benefit Program and this Agreement to be effective
          December 31st of such calendar year in order for Texas HealthSpring to
          meet its next annual filing with CMS for continuation of the
          Medicare+Choice Benefit Program which annual filing occurs prior to
          July 1st of any calendar year. RPO shall give at least ninety (90)
          days written notice to Texas HealthSpring of the termination of an RPO
          Provider's participation as a Participating Provider.

     2.   PROVIDER CREDENTIALING AND PROVIDER RIGHTS. In the event Texas
          HealthSpring denies, suspends, or terminates this Agreement, this
          Addendum, or RPO Provider's participation under this Agreement or this
          Addendum, Texas HealthSpring shall provide RPO and RPO Provider
          written notice of the
<PAGE>
          following: (1) the reasons for the action; (ii) the standards and the
          profiling data Texas HealthSpring used to evaluate RPO or RPO
          Provider; (iii) the numbers and mix of health care professionals the
          organization needs; and (iv) RPO or RPO Provider's right to appeal the
          action and the process and timing for requesting a hearing.

H.   ACCESS TO BOOKS AND RECORDS

     1.   ACCESS TO RECORDS. RPO hereby agrees and shall cause RPO Provider to
          agree to the following: the Department of Health and Human Services
          (DHHS), the Comptroller General, or their designee may evaluate,
          through inspection or other means: (a) the quality, appropriateness,
          and timeliness of services furnished to Medicare+Choice Members; and
          (b) the Facilities. RPO and RPO Provider further agree that DHHS, the
          Comptroller General, or their designees may audit, evaluate, or
          inspect any books, contracts, medical records, patient care
          documentation, and other records of RPO or RPO Provider (or its
          assignee) that pertain to any aspect of services performed,
          reconciliation of benefit liabilities, and determination of amounts
          payable under CMS Contract, or as the Secretary of the federal
          Department of Health and Human Services may deem necessary to enforce
          the CMS Contract. RPO agrees and shall cause RPO Providers to make
          available, for the purposes specified in this Section, their premises,
          physical facilities and equipment, records relating to Medicare+Choice
          Members, and any additional relevant information that CMS may require.
          RPO and RPO Provider further agree that DHHS, the Comptroller General,
          or their designee's right to inspect, evaluate, and audit extends
          through six (6) years from the final date of the contract period of
          CMS Contract or completion of any audit, whichever is later.

     2.   CONFIDENTIALITY OF RECORDS. For any medical records or other
          information RPO and RPO Provider maintain with respect to
          Medicare+Choice Members, RPO and RPO Provider must establish
          procedures to: (a) safeguard the privacy of any information that
          identifies a Medicare+Choice Member; (b) release information from, or
          copies of, records only to authorized individuals; (c) ensure that
          unauthorized individuals cannot gain access to or alter
          Medicare+Choice Member records; (d) release original medical records
          only in accordance with Federal and State laws, court orders, or
          subpoenas; (e) maintain the records and information in an accurate and
          timely manner; (f) ensure timely access by Medicare+Choice Members to
          the records and information that pertain to them; and (g) abide by all
          State and federal laws regarding confidentiality and disclosure for
          mental health records, medical records, other health information and
          Medicare+Choice Member information.

     3.   EXCHANGE OF INFORMATION. RPO and RPO Provider shall maintain each
          Medicare+Choice Member medical record in accordance with standards
          established by Texas HealthSpring and shall cooperate with Texas
          HealthSpring to ensure that there is appropriate and confidential
          exchange of information among provider network components.
<PAGE>
I.   MISCELLANEOUS

     1.   COMPLIANCE WITH LAWS. RPO, RPO Provider, Texas HealthSpring agree to
          comply with: (a) Title VI of the Civil Rights Act of 1964 as
          implemented by regulations at 45 C.F.R part 84; (b) The Age
          Discrimination Act of 1975 as implemented by regulations at 45 C.F.R.
          part 91; (c) The Rehabilitation Act of 1973; (d) The Americans With
          Disabilities Act; and (e) all other applicable laws and rules,
          including, without limitation, all applicable Medicare rules and
          regulations and CMS instruction. RPO and RPO Provider acknowledge that
          Texas HealthSpring receives federal funds and that as a subcontractor
          of Texas HealthSpring, the payments RPO and RPO Provider receive under
          this Agreement are, in whole or in part, from federal funds. RPO
          agrees and shall cause RPO Providers to comply with all laws, rules,
          and regulations applicable to entities receiving federal funds.

     2.   AMENDMENT. The following provisions shall be in addition to the
          amendment provisions under this Agreement. RPO agrees on behalf of
          itself and RPO Providers that any modification, addition or deletion
          of the provisions of the CMS Contract that are required by CMS or by
          change in law shall be automatically incorporated and effective
          immediately under this Agreement.
<PAGE>
                             EXHIBIT 1 TO ADDENDUM A

                           RPO SERVICE AREA BY COUNTY
                         MEDICARE+CHOICE BENEFIT PROGRAM

Harris

Fort Bend

Jefferson

                   CONFIDENTIAL, PROPRIETARY AND TRADE SECRET
<PAGE>
                             EXHIBIT 2 TO ADDENDUM A
                        CAPITATION COMPENSATION SCHEDULE
                         MEDICARE+CHOICE BENEFIT PROGRAM

1.   RPO shall accept the following Capitation Compensation as payment in full
     from Texas HealthSpring for RPO Risk Services provided to Medicare+Choice
     Members assigned to Primary Care Physician. Texas HealthSpring
     ("Institutional Risk Manager") shall receive Capitation Compensation as
     payment in full for Institutional Risk Services provided to Medicare+Choice
     Members assigned to Primary Care Physician.

CAPITATION COMPENSATION SCHEDULE

<TABLE>
<CAPTION>
Allocation of CMS Payment to Texas HealthSpring      Percentage or PMPM
--------------------------------------------------   ------------------
<S>                                                  <C>
RPO Capitation Compensation                                 35.8%
Institutional Risk Manager Capitation Compensation          54.2%
Texas HealthSpring administration                           10.0%
</TABLE>

2.   Texas HealthSpring shall make separate Capitation Compensation payments to
     RPO and Institutional Risk Manager in the form of a fixed percentage of the
     CMS Payment received monthly by Texas HealthSpring for those individuals
     designated as Medicare+Choice Members as of the first (1st) day of the
     month. Texas HealthSpring will make these monthly Capitation Compensation
     payments to RPO and Institutional Risk Manager on or before the fifteenth
     (15th) day of the month. Medicare+Choice Capitation Compensation shall be
     based on the number of Medicare+Choice Members as of the fist (1st) day of
     the month.

3.   The total amount to be paid by Texas HealthSpring each month to RPO and
     Institutional Risk Manager for providing or arranging Covered Medical
     Services to Medicare+Choice Members shall be ninety percent (90.00%) of the
     total CMS Payment. The ninety percent (90%) of the total CMS Payment shall
     be divided, as follows: (i) to RPO for RPO Risk Services, an amount equal
     to (35.8%) of the total CMS Payment, plus (ii) to Institutional Risk
     Manager for Institutional Risk Services an amount equal to (54.2%) of the
     total CMS Payment. The remaining ten percent (10%) of the total CMS Payment
     shall be payment to Texas HealthSpring for its administration services.

4.   Each month, Texas HealthSpring will provide RPO and Institutional Risk
     Manager an eligibility file of all Medicare+Choice Members. RPO and
     Institutional Risk Manager shall each receive the same eligibility file.
     The monthly CMS Payment that is paid by Texas HealthSpring to RPO and
     Institutional Risk Manager are prepaid amounts for all Covered Medical
     Services provided by RPO, through Institutional Risk Manager for
     Medicare+Choice Members. Texas HealthSpring shall provide RPO and
     Institutional Risk Manager respectively with a monthly list of
     Medicare+Choice Member for whom RPO is responsible for rendering RPO Risk
     Services and for whom Institutional Risk Manager is responsible for the
     provision of Institutional Risk Services respectively
<PAGE>
     during such month. Texas HealthSpring shall provide RPO and Institutional
     Risk Manager respectively with an electronic data file reporting such
     Medicare+Choice Members for whom RPO is responsible for rendering RPO Risk
     Services and for whom Institutional Risk Manager is responsible for the
     provision of Institutional Risk Services respectively by the tenth (10th)
     day of each month.

5.   Capitation Compensation for any month shall reflect those Medicare+Choice
     Members designated as Texas HealthSpring enrollees by CMS as of the first
     (1st) day of the month. In the event an individual is retroactively added
     or deleted as a Medicare+Choice Member, the associated debits and credits
     for said individual shall be reflected in the Capitation Compensation
     payment to RPO and Institutional Risk Manager for the month after Texas
     HealthSpring is notified by CMS of such addition or deletion, but only to
     the extent that such additions or deletions are reflected in the CMS
     Payment. Texas HealthSpring shall not otherwise pay Capitation Compensation
     to RPO or Institutional Risk Manager for Medicare+Choice Members
     retroactively, regardless of the month in which they were added as
     Medicare+Choice Members.
<PAGE>
                             EXHIBIT 3 TO ADDENDUM A
                   DIVISION OF FINANCIAL RESPONSIBILITY MATRIX
                        MEDICARE+CHOICE BENEFIT PROGRAMS

<TABLE>
<CAPTION>
              DESCRIPTION OF SERVICES
     [RPO RISK SERVICES AND INSTITUTIONAL RISK                                                   PERFORMANCE
       SERVICES AGREED UPON BETWEEN RPO AND                  RPO         INSTITUTIONAL RISK      BONUS FUND
            INSTITUTIONAL RISK MANAGER]                 RISK SERVICES         SERVICES            SERVICES
---------------------------------------------------   ----------------   ------------------   ----------------
<S>                                                   <C>                <C>                  <C>
AIDS                                                          X                                       X
-    Professional Component
-    Facility Component                                                           X                   X

ALLERGY                                                       X                                       X
-    Testing
-    Serum                                                    X                                       X

AMBULANCE, AIR OR GROUND                                                          X                   X
-    In Service Area
-    Out of Service Area                                                          X                   X

AMNIOCENTESIS                                                 X                                       X
-    Professional Component
-    Office Based Facility Component                          X                                       X
-    Non-Office Based Facility Component                      X                                       X

ANESTHETICS, ADMINISTRATION OF                                X                                       X

ANGIOGRAPHY                                                   X                                       X
-    Professional Component
-    Facility Component                                                           X                   X

APNEA MONITOR (DME)                                                               X                   X

ARTIFICAL INSEMINATION                                        X                                       X
-    Professional Component
-    Facility Component                                                           X                   X

ARTIFICAL LIMBS (Prosthetics)                                                     X                   X

BIOFEEDBACK                                                   X                                       X
-    When ordered by RPO/medical group
     physician/provider
-    When ordered by Chemical                                               XUsing Texas              X
     Dependency/Detox/Mental Health                                       HealthSpring MH
     physician/therapist/provider                                              vendor

BLOOD & BLOOD PRODUCTS                                        X                                       X
-    Professional component
-    Transfusions                                                                 X                   X
-    inpatient administration, storage and                                        X                   X
     processing of blood and blood products
-    Autologous blood donation                                                    X                   X

CHEMICAL DEPENDENCY REHABILITATION                                          XUsing Texas              X
-    Professional Component                                               HealthSpring MH
                                                                               vendor
-    Facility Component                                                     XUsing Texas              X
                                                                          HealthSpring MH
                                                                               vendor

CHEMOTHERAPY                                                  X                                       X
-    Professional Component
-    Drugs (HCPCS J9000)                                      X                                       X
-    Adjunct drugs for administration                         X                                       X

CHIROPRACTIC                                                  X                                       X
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
               DESCRIPTION OF SERVICES
      [RPO RISK SERVICES AND INSTITUTIONAL RISK                                                  PERFORMANCE
        SERVICES AGREED UPON BETWEEN RPO AND                 RPO         INSTITUTIONAL RISK      BONUS FUND
             INSTITUTIONAL RISK MANAGER]                RISK SERVICES         SERVICES            SERVICES
---------------------------------------------------   ----------------   ------------------   ----------------
<S>                                                   <C>                <C>                  <C>
CIRCUMCISION                                                  X                                       X
-    Professional Component
-    Facility Component                                                           X                   X

COLOSTOMY SUPPLIES                                                                X                   X
-    Inpatient
-    Outpatient

CONTACT LENSES                                                                    X                   X
-    Interocular Lens (Surgically Implanted)
-    Incident to Cataract Surgery

COSMETIC SURGERY                                              X                                       X
-    Professional Component
-    Facility Component                                                           X                   X

DENTAL SERVICES (Medically Necessary dental repair)           X                                       X
-    Professional Component
-    Office Based Facility Component                                              X                   X
-    Facility Component                                                           X                   X

DETOX                                                                       XUsing Texas              X
-    Professional Component                                               HealthSpring MH
                                                                               Vendor
-    Facility Component                                                     XUsing Texas              X
                                                                          HealthSpring MH
                                                                               Vendor

DIAGNOSTIC SERVICES (Other than Radiology Services)           X                                       X
-    Inpatient, Professional Component
-    Inpatient, Facility Component                                                X                   X
-    Outpatient, Professional Component                       X                                       X
-    Outpatient, Office Based Facility Component              X                                       X
-    Outpatient, Facility Component                           X                                       X

DURABLE MEDICAL EQUIPMENT                                                         X                   X
-    Surgically Implanted
-    Impatient
-    Outpatient

EMERGENCY CARE                                                X                                       X
-    Professional Component
-    Facility Component                                                           X                   X

EMPLOYMENT PHYSICAL                                      Not Covered         Not Covered         Not Covered
                                                      Medical Services    Medical Services    Medical Services

ENDOSCOPIC STUDIES                                            X                                       X
Professional Component
-    With Biopsy
-    Without Biopsy

Facility (Office Based) Component                                                 X                   X
-    With Biopsy
-    Without Biopsy

Facility (Non-Office Based) Component                                             X                   X
-    With Biopsy
-    Without Biopsy
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
               DESCRIPTION OF SERVICES
      [RPO RISK SERVICES AND INSTITUTIONAL RISK                                                  PERFORMANCE
        SERVICES AGREED UPON BETWEEN RPO AND                 RPO         INSTITUTIONAL RISK      BONUS FUND
             INSTITUTIONAL RISK MANAGER]                RISK SERVICES         SERVICES            SERVICES
---------------------------------------------------   ----------------   ------------------   ----------------
<S>                                                   <C>                <C>                  <C>
EXPERIMENTAL PROCEDURES                                  Not Covered         Not Covered         Not Covered
                                                      Medical Services    Medical Services    Medical Services

FAMILY PLANNING                                               X                                       X
-    Professional Component
-    Facility Component                                                           X                   X
-    Insertion of Contraceptive Device                        X                                       X
-    Diaphragms/IUD (dispensed by physician)                  X                                       X
-    Diaphragms/IUD (dispensed by pharmacy)                                  Using Texas              X
                                                                          HealthSpring PBM
-    Oral Contraceptives                                                     Using Texas              X
                                                                          HealthSpring PBM
-    Reversal of Sterilization                           Not Covered         Not Covered         Not Covered
                                                      Medical Services    Medical Services    Medical Services

FETAL MONITORING                                                                  X                   X
-    Inpatient, Facility
-    Outpatient, Facility                                                         X                   X
-    Outpatient, Professional                                 X                                       X
-    Inpatient, Professional                                  X                                       X

GENETIC TESTING                                               X                                       X

HEALTH EDUCATION                                                                  X                   X
-    Inpatient
-    Outpatient                                               X                                       X

HEALTH EVALUATION (Professional services - physical           X                                       X
examination)

HEARING SCREENING                                             X                                       X

HEMODIALYSIS                                                  X                                       X
-    Professional Component
-    Inpatient, Facility Component                                                X                   X
-    Outpatient, Facility Component

HOME HEALTH CARE                                                                  X                   X

HOSPICE SERVICES(1)                                           X                                       X
-    Professional Component
-    Inpatient                                                                    X                   X
</TABLE>

----------
(1)  Medical care services and health care services related to the terminal
     illness leading to hospice care are excluded from IPA Risk Services and
     Institutional Risk Services.
<PAGE>
<TABLE>
<CAPTION>
         DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK                                        PERFORMANCE
   SERVICES AGREED UPON BETWEEN RPO AND          RPO        INSTITUTIONAL RISK    BONUS FUND
       INSTITUTIONAL RISK MANAGER]          RISK SERVICES        SERVICES          SERVICES
-----------------------------------------   -------------   ------------------   -----------
<S>                                         <C>             <C>                  <C>
HOSPITAL BASED PHYSICIANS                         X                                   X
-    Anesthesiology
-    Audiology
-    Cardiology
-    Neonatology
-    Neurology
-    Nephrology
-    Nuclear Medicine
-    Pathology
-    Physical Medicine
-    Pulmonary
-    Radiology
-    Radiation Oncology
-    Surgeon

HOSPITALIZATION                                   X                                   X
-    Professional Component
-    Facility Component                                              X                X

HYPERBARIC CHAMBER
-    Professional Component                       X                                   X
-    Facility Component                                              X                X

HYPERBARIC CHAMBER
-    Professional Component                       X                                   X
-    Facility Component                                              X                X

IMMUNIZATIONS & INOCULATIONS
-    As Medically Indicated                       X                                   X
-    For Work/Travel                         Not Covered        Not Covered      Not Covered
                                               Medical       Medical Services      Medical
                                               Services                            Services

INFERTILITY
-    Professional Component                       X                                   X
-    Facility Component                                              X                X

INJECTIONS & INJECTED SUBSTANCES
-    Administered by RPO Provider                 X                                   X
-    Self-administered by Member -
     injected substances dispensed by
     RPO/medical group physician/provider         X                                   X
-    Self-administered by Member -
     coverage as defined by CMS (see
     Organ Transplant)                                               X                X

INSULIN & SYRINGES                                                   X                X

LABORATORY SERVICES
-    Outpatient                                   X                                   X
-    Inpatient                                                       X                X

LITHOTRIPSY
-    Professional Component                       X                                   X
-    Facility Component                                              X                X

MAMMOGRAPHY                                       X                                   X
-    Professional Component
-    Facility Component

MEDICATION
-    Inpatient, including take home drugs                            X                X
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
         DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK                                        PERFORMANCE
   SERVICES AGREED UPON BETWEEN RPO AND          RPO        INSTITUTIONAL RISK    BONUS FUND
       INSTITUTIONAL RISK MANAGER]          RISK SERVICES        SERVICES          SERVICES
-----------------------------------------   -------------   ------------------   -----------
<S>                                         <C>             <C>                  <C>
-    Home I.V. Therapy                                               X                X
-    Outpatient, covered injectables -
     dispensed by RPO/medical group
     physician/provider                           X                                   X
-    Outpatient, all other covered                              Using Texas           X
     non-injectable medications (see                         HealthSpring PBM
     Texas HealthSpring formulary for
     benefits)

MENTAL HEALTH                                                   Using Texas
-    Inpatient, Facility Component                            HealthSpring MH         X
                                                                  vendor
-    Inpatient, Professional Component                          Using Texas           X
                                                              HealthSpring MH
                                                                  vendor
-    Outpatient, Professional Component           X            Using Texas            X
                                                             HealthSpring MH
                                                                 vendor

NUCLEAR MEDICINE
-    Inpatient, Facility Component                                   X                X
-    Outpatient, Facility Component               X                                   X
-    Professional Component                       X                                   X

NUTRITION/DIETETIC COUNSELING
-    Inpatient, Professional Component                               X                X
-    Outpatient, Professional Component           X                                   X

OB/GYN EXAM (Professional services)               X                                   X

OB COMPLICATION
-    Inpatient, Professional Component            X                                   X
-    Inpatient, Facility Component                                   X                X
-    Outpatient, Office Based Diagnostic
     Services                                     X                                   X
-    Outpatient, Non Office Based
     Diagnostic Services                          X                                   X

OFFICE VISIT SUPPLIES, SPLINTS, BANDAGES,
ETC.                                              X                                   X

OPTOMETRY (other than Medically Necessary    Not Covered        Not Covered       Not Covered
Refractions)                                   Medical       Medical Services       Medical
                                               Services                            Services

ORGAN TRANSPLANTS                                 X                                   X
-    Professional Component
-    Facility Component                                              X                X
-    Member self-administered drugs (i.e.
     blood clotting factors,
     immunosuppressive therapy,
     osteoporosis therapy, erythropoietin
     (dialysis), etc.)                                               X                X

OUT-OF-MEDICARE+CHOICE SERVICE AREA
SERVICES/OUT-OF-NETWORK SERVICES
(as directed or referred by RPO or
RPO Provider)                                                                         X
-    Professional Component                       X                                   X
-    Facility Component                                              X                X

OUTPATIENT SURGERY (Non Office Based
Services)
-    Facility Component                                              X                X
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
         DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK                                        PERFORMANCE
   SERVICES AGREED UPON BETWEEN RPO AND          RPO        INSTITUTIONAL RISK    BONUS FUND
       INSTITUTIONAL RISK MANAGER]          RISK SERVICES        SERVICES          SERVICES
-----------------------------------------   -------------   ------------------   -----------
<S>                                         <C>             <C>                  <C>
-    Professional Component
     (interpretative physicians)                  X                                   X
-    Professional Component (other -
     surgeon, assistant surgeon, etc.)            X                                   X
-    Anesthesiology                               X                                   X

OUTPATIENT SURGERY - FACILITY BASED
PHYSICIANS                                        X                                   X
-    Anesthesiology
-    Audiology
-    Cardiology
-    Emergency Room
-    Diagnostic Services
-    Neonatology
-    Neurology
-    Nephrology
-    Pathology
-    Physical medicine
-    Pulmonary
-    Radiology
-    Radiation Oncology
-    Surgeon

PACEMAKERS AND OTHER IMPLANTABLE DEVICES
-    Inpatient
-    Office Based                                                    X                X

PART A CMS DEFINED COVERED MEDICAL
SERVICES                                                             X                X

PART B CMS DEFINED COVERED MEDICAL
SERVICES                                          X                                   X

PEDIATRIC SERVICE (Professional Newborn
Care)                                             X                                   X

PHYSICIAN VISITS
-    Hospitalist
-    To SNF
-    To Patient's Home                            X                                   X

PHYSICIAN OFFICE VISITS/CONSULTATIONS             X                                   X

PODIATRY SERVICES
-    Non-Office Based Facility Component                             X                X
-    Office Based Facility Component              X                                   X
-    Non-Office Based Professional
     Component                                    X                                   X
-    Office Based Professional Component          X                                   X

POLYSOMNOGRAPHY
-    Professional Component                       X                                   X
-    Facility Component                                              X                X

PRE-ADMISSION TESTING
-    Facility Component                                              X                X
-    Professional Component                       X                                   X
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
               DESCRIPTION OF SERVICES
      [RPO RISK SERVICES AND INSTITUTIONAL RISK                                                     PERFORMANCE
         SERVICES AGREED UPON BETWEEN RPO AND                  RPO          INSTITUTIONAL RISK      BONUS FUND
             INSTITUTIONAL RISK MANAGER]                  RISK SERVICES          SERVICES            SERVICES
-----------------------------------------------------   ----------------   -------------------   ----------------
<S>                                                     <C>                <C>                   <C>
PREGNANCY
-    Facility Component                                                             X                    X
-    Professional Component                                     X                                        X

PRESCRIPTION DRUGS (See Texas HealthSpring formulary                          X Using Texas
for benefits)                                                                HealthSpring PBM            X

PROSTHETIC DEVICES
-    Surgically Implanted
-    Outpatient                                                                     X                    X

RADIATION THERAPY
-    Facility Component                                                             X                    X
-    Professional Component                                     X                                        X

RADIOLOGY SERVICES
-    Inpatient (Professional)                                   X                                        X
-    Inpatient (Facility)                                                           X                    X
-    Outpatient (Professional)                                  X                                        X
-    Outpatient (Facility)                                      X                                        X
-    Outpatient Surgery (Professional)                          X                                        X
-    Outpatient Surgery (Facility)                                                  X                    X

RECONSTRUCTIVE SURGERY
-    Professional Component                                     X                                        X
-    Facility Component                                                             X                    X
-    Prosthetics                                                                    X                    X

REFRACTIONS (other than Medically Necessary services)      Not Covered     Not Covered Medical      Not Covered
                                                        Medical Services         Services        Medical Services

REFRACTIONS (Medically Necessary Ophthalmologic
services)                                                       X                                        X

REHABILITATION
-    Inpatient, Professional Component                          X                                        X
-    Inpatient, Facility Component                                                  X                    X
-    Outpatient, Professional Component                         X                                        X
-    Outpatient, Office Based Facility Component                X                                        X
-    Outpatient, Non-Office Based Facility Component            X                   X                    X

SKILLED NURSING FACILITY
-    Facility Component                                                             X                    X
-    Professional Component                                     X                                        X

SOCIAL SERVICES - MEDICAL                                                           X                    X
-    Inpatient
-    Outpatient                                                                     X                    X

SPECIALIST CONSULTATIONS                                        X                                        X

SURGICAL SUPPLIES                                                                   X                    X
-    Inpatient Facility
-    Outpatient Facility                                                            X                    X
-    Outpatient, Office Based                                   X                                        X

TISSUE PLASMINOGEN (TPA)                                                            X                    X

TMJ                                                             X                                        X
-    Professional Component
-    Facility Component                                                             X                    X
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
               DESCRIPTION OF SERVICES
      [RPO RISK SERVICES AND INSTITUTIONAL RISK                                                     PERFORMANCE
      SERVICES AGREED UPON BETWEEN RPO AND                     RPO          INSTITUTIONAL RISK      BONUS FUND
             INSTITUTIONAL RISK MANAGER]                  RISK SERVICES          SERVICES            SERVICES
-----------------------------------------------------   ----------------   -------------------   ----------------
<S>                                                     <C>                <C>                   <C>
-    Office Based Facility Component                                                X                    X

TRANSITIONAL CARE, INPATIENT                                    X                                        X
-    Professional Component
-    Facility Component                                                             X                    X

URGENT CARE                                                                         X                    X
-    Facility Component
-    Office Based Facility Component                            X                                        X
-    Professional Component                                     X                                        X

VISION SCREENING (Non-Refraction Professional
Services)                                                       X                                        X

VISION CARE                                                     X                                        X
-    Implanted lenses for cataract surgery,
     Professional Component
-    Implanted lenses for cataract surgery, Facility
     Component                                                                      X                    X
-    Lenses and frames incidental to cataract surgery                               X                    X
-    All other eyeglasses or corrective lenses and         Not Covered     Not Covered Medical      Not Covered
     frames                                             Medical Services         Services        Medical Services
</TABLE>
<PAGE>
                           ASSIGNMENT OF THE AGREEMENT
                                 BY AND BETWEEN
                               HEALTHSPRING, INC.
                                       AND
                       RENAISSANCE PHYSICIAN ORGANIZATION

This assignment (the "Assignment") shall hereby assign the Amended and Restated
IPA Services Agreement executed by and between RENAISSANCE PHYSICIAN
ORGANIZATION (referred to as "RPO") and HEALTHSPRING, INC. D/B/A TEXAS
HEALTHSPRING, INC. ("HealthSpring"). Unless otherwise indicated herein, all
defined terms included herein shall have the same meanings attributed to such
terms in the Agreement and references to section numbers are to sections of the
Agreement. The Agreement is hereby assigned as follows, effective MARCH 31, 2003
with performance to begin as of the date that HealthSpring is licensed by TDI as
a basic services health maintenance organization (the "Assignment Effective
Date").

                                    RECITALS

WHEREAS, HealthSpring is a Tennessee corporation licensed in Texas as a health
maintenance organization and duly authorized to arrange for the provision of
services to Members enrolled in HealthSpring's Medicare+Choice Benefit Program;

WHEREAS, Texas HealthSpring I, LLC (Texas HealthSpring) is a Texas limited
liability company licensed by TDI as a health maintenance organization and a
direct Affiliate of HealthSpring, Inc.;

WHEREAS, RPO is an entity licensed or approved in Texas to directly or
indirectly provide or arrange for the provision of healthcare services to
Medicare+Choice Plan Members; and

WHEREAS, HealthSpring desires to assign the Agreement to its Affiliate Texas
HealthSpring I, LLC for all purposes as of the Assignment Effective Date.

NOW THEREFORE, and in consideration of the mutual covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and stipulated for all purposes, the
parties agree as follows:

                                    AGREEMENT

I.   ASSIGNMENT OF AGREEMENT. The Agreement is hereby assigned to TEXAS
     HEALTHSPRING I, LLC as per the assignment provisions set forth in the
     Agreement which provide for assignment of the Agreement to an Affiliate
     without the written consent of RPO.

II.  ALL OTHER TERMS OF AGREEMENT TO REMAIN UNCHANGED. Except as specified
     herein, the terms and conditions of the Agreement shall remain in full
     force and effect as if fully set forth herein.

IN WITNESS WHEREOF, HealthSpring has executed this Assignment of the Agreement
as of the Assignment Effective Date above written.
<PAGE>
HEALTHSPRING, INC.


-------------------------------------
Signature

Herbert A. Fritch
Printed Name

CEO
Title

7-1-03
Date
<PAGE>
                                    AMENDMENT
                                     TO THE
                             IPA SERVICES AGREEMENT
                                 BY AND BETWEEN
                            TEXAS HEALTHSPRING I, LLC
                                       AND
                    RENAISSANCE PHYSICIAN ORGANIZATION, INC.

This amendment (the "Amendment") shall amend the IPA Services Agreement (the
"Agreement") dated March 1, 2003 executed by and between TEXAS HEALTHSPRING I,
LLC. ("Texas HealthSpring") and RENAISSANCE PHYSICIAN ORGANIZATION, INC.
("RPO"). Unless otherwise indicated herein, all defined terms included herein
shall have the same meanings attributed to such terms in the Agreement and
references to section numbers are to sections of the Agreement. This Agreement
is hereby amended as follows, effective JULY 1, 2003 (the "Amendment Effective
Date").

                                    RECITALS

WHEREAS, Texas HealthSpring is a HMO duly organized and licensed in the State of
Texas;

WHEREAS, RPO is a medical group, individual practice association, professional
association, corporation or other public or private entity that provides or
arranges for the provision of professional medical services and medical
products;

WHEREAS, both parties agree to amend the Agreement to reflect changes as set
forth below.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein. Renaissance and Texas HealthSpring agree as follows:

1.   This Agreement is hereby amended in that RPO agrees that all Specialist
     Physician, Ancillary, Hospital Based Physician and Inpatient Manager
     Agreements currently held by Renaissance Physician Organization will be
     available to Texas HealthSpring to accept referrals from Primary Care
     Physicians affiliated with Texas HealthSpring through a direct Physician
     Services Agreement. The reimbursement from Texas HealthSpring to the
     aforementioned providers shall be in accordance with Schedule A-4 Fee For
     Service of the contract between the referenced provider and RPO.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the Effective Date above written.
<PAGE>
RENAISSANCE PHYSICIAN ORGANIZATION      TEXAS HEALTHSPRING I, LLC


-------------------------------------   ----------------------------------------
Signature                               Signature

Chairman                                CEO
Title                                   Title

6/26/03                                 7-1-03
Date                                    Date
<PAGE>
                                SECOND AMENDMENT
                                     TO THE
                   AMENDED AND RESTATED IPA SERVICES AGREEMENT
                                 BY AND BETWEEN
                            TEXAS HEALTHSPRING I, LLC
                                       AND
                     RENAISSANCE PHYSICIAN ORGANIZATION, INC

This second amendment (the "Amendment") shall amend the Amended and Restated IPA
Services Agreement (as amended by that certain Amendment to IPA Services
Agreement effective July 1, 2003, the "Agreement") dated MARCH 1, 2003 executed
by and between HEALTHSPRING INC., D/B/A TEXAS HEALTHSPRING, INC.
("HealthSpring") and RENAISSANCE PHYSICIAN ORGANIZATION, INC. ("RPO"). Unless
otherwise indicated herein, all defined terms included herein shall have the
same meanings attributed to such terms in the Agreement and references to
section numbers are to sections of the Agreement. The Agreement is hereby
amended as follows, effective OCTOBER 15, 2004 (the "Amendment Effective Date").

                                    RECITALS

WHEREAS, effective as of March 31, 2003, HealthSpring assigned all of its rights
and obligations under the Agreement to Texas HealthSpring I, LLC, a Texas
limited liability company ("Texas HealthSpring");

WHEREAS, Texas HealthSpring is a HMO duly organized and licensed in the State of
Texas;

WHEREAS, RPO is a medical group, individual practice association, professional
association, corporation or other public or private entity that provides or
arranges for the provision of professional medical services and medical
products;

WHEREAS, both parties agree to further amend the Agreement to reflect changes as
set forth below.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, Renaissance and Texas HealthSpring agree as follows:

1.   The Agreement is hereby amended in that Section 4.1, "Term", is deleted in
     its entirety and replaced with Section 4.1, "Term", as set forth below:

          "4.1 TERM. The term of this Agreement shall be effective for an
          initial term beginning as of the Effective Date and shall continue
          though December 31, 2014 (the "Initial Term"). Following the Initial
          Term, this Agreement shall automatically renew for successive one (1)
          year periods. Either party may notify the other in writing of its
          intent to terminate in accordance with this Agreement at least one
          hundred and eighty (180) days prior to the end of the then-current
          term of the Agreement."
<PAGE>
2.   The Agreement is hereby amended in that Section 4.4, "Termination Due to
     Material Breach", is deleted in its entirety and replaced with Section 4.4,
     "Termination Due to Material Breach", as set forth below:

          "4.4 TERMINATION DUE TO MATERIAL BREACH. In the event that either RPO
          or Texas HealthSpring fails to cure a material breach of this
          Agreement within ninety (90) days of receipt of written notice to cure
          from the other, the non-defaulting party may terminate this Agreement,
          effective as of the expiration of said ninety (90) day period. If the
          breach is cured within such ninety (90) day period, or if the breach
          is one which cannot reasonably be cured within ninety (90) days, and
          the defaulting party makes substantial and diligent progress toward
          curing such default during such ninety (90) day period, this Agreement
          shall remain in full force and effect. Either party may terminate this
          Agreement immediately by providing written notice to the other party
          upon (i) the filing by or against a party in a court of competent
          jurisdiction of a petition for bankruptcy, reorganization,
          dissolution, liquidation, or receivership; or (ii) the inability of a
          party to pay its debts as they mature or an assignment of assets by a
          party for the benefit of its creditors."

3.   The Agreement is hereby amended in that Section 4.6, "Successor Entity or
     Management", is deleted in its entirety.

4.   The Agreement is hereby amended in that Section 6.2 "Assignment" is deleted
     in its entirety and replaced with Section 6.2, "Assignment", as set forth
     below:

          "6.2 ASSIGNMENT. Except as may be specifically provided herein to the
          contrary, this Agreement shall inure to the benefit of, and be binding
          upon, the parties hereto and their respective legal representatives,
          successors, and assigns. Neither this Agreement, nor any of RPO's
          rights or obligations hereunder, is assignable by RPO without the
          prior written consent of Texas HealthSpring, which consent shall not
          be unreasonably withheld or delayed. Texas HealthSpring may, without
          RPO's consent, assign this Agreement. However, subject to the
          following sentence, where such an assignment occurs without RPO's
          consent to an entity other than a Permitted Assignee (as hereinafter
          defined), RPO shall, for 30 days, have the right to give the assignee
          notice of termination of the Agreement effective 180 days from the
          date of such notice, in the event that such assignment would create a
          commercially reasonable expectation that the obligations of Texas
          HealthSpring would not be able to be satisfactorily performed by the
          assignee in accordance with the terms of the Agreement.
          Notwithstanding the previous sentence, RPO shall not have the right to
          terminate the Agreement unless the assignee has terminated more than
          50% of Senior Management (as hereinafter defined). For purposes of
          this Section 6.2 and Section 6.8,(i) "Senior Management" shall be
          defined as the president, the chief financial officer / chief
          operating officer, vice president of network operations and the Member
          IPA administrators of GulfQuest, LP (approximately six individuals as
          of the date hereof); (ii) "Member IPAs" shall mean Central Houston
          POD, LLC, Eastside IPA, LLC, Gulf Coast IPA, LLC, Merit IPA, LLC,
          Metropolitan IPA, LLC, Northwest Suburban IPA, LLC, Pasadena IPA, LLC,
          Space Center IPA, PA, Southeast Associates-Baytown, LLC, Southwest
          IPA, LLC, West Houston IPA, LLC and their successors and assigns and
          (iii) a "Permitted Assignee" of any particular entity or other person
          means any other entity or other person controlling, controlled by or
          under common control with such person (for purposes of this
          definition, "control" (including the terms "controlling," "controlled
          by" and "under common control with") means the possession, direct or
          indirect, of the power to direct or cause the direction of the
          management and policies of a person, whether through the ownership of
          voting securities, by contract or otherwise)."

5.   The Agreement is hereby amended in that Section 6.8, "Exclusive Contract",
     is deleted in its entirety and replaced with Section 6.8, "Exclusive
     Contract", as set forth below:
<PAGE>
          "6.8 EXCLUSIVE CONTRACT. Texas HealthSpring shall not enter into
          agreements with delegated physician networks in Harris, Jefferson, Ft.
          Bend, Brazoria, Galveston, Chambers, Orange, Hardin, Liberty,
          Montgomery, Waller, Austin, or Wharton counties without the express
          written consent of RPO. Notwithstanding the foregoing, and in the
          event RPO is unwilling or unable to provide services to a Member,
          Texas HealthSpring shall have the ability to contract on a direct
          basis, when services are not able to reasonably be provided, or are
          not provided, by RPO in Texas HealthSpring's sole discretion, to
          ensure Member access is compliant with all applicable state and
          federal laws, rules or regulations and reasonable industry standards
          of care. Throughout the Term of this Agreement, RPO agrees that it
          shall not, and it shall cause its Member IPAs to not, directly or
          indirectly, provide health care services to any company providing
          health care coverage to Medicare beneficiaries under the Medicare
          Advantage (or successor program) with respect to any such company's
          coverage of Medicare beneficiaries under the Medicare Advantage (or
          successor) programs other than to Texas HealthSpring."

6.   The Agreement is hereby amended in that Section G 1, "Notice of
     Termination", of Addendum A to the Agreement is deleted in its entirety.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
the Agreement as of the Amendment Effective Date above written:

RENAISSANCE PHYSICIAN ORGANIZATION      TEXAS HEALTHSPRING I, LLC


-------------------------------------   ----------------------------------------
Signature                               Signature

Acting Chairman                         COO/CFO
Title                                   Title

10-15-2004                              10/15/04
Date                                    Date