AMERIGROUP CORP
EXHIBIT 10.30
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>3
<FILENAME>dex1030.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>
<PAGE>

                                                                   Exhibit 10.30

5/1/02

                                                             CONTRACT NO. FA 309
                                STATE OF FLORIDA
                      AGENCY FOR HEALTH CARE ADMINISTRATION
                                STANDARD CONTRACT

THIS  CONTRACT is entered into  between the State of Florida,  AGENCY FOR HEALTH
CARE  ADMINISTRATION, hereinafter  referred to as the "AGENCY", and PHYSICIANS
HEALTHCARE PLANS, Inc., hereinafter referred to as the "PROVIDER".
THE PARTIES AGREE:
I.   THE PROVIDER AGREES:
A.   To provide services according to the conditions specified in Attachment(s)
     I.

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

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

     3.   Pursuant to 45 CFR, Part 76, if this contract contains federal funding
          in excess of $25,000, the provider must, prior to contract execution,
          complete the Certification Regarding Debarment, Suspension,
          Ineligibility, and Voluntary Exclusion Contracts/Subcontracts,
          Attachment 1, 40.15.

C.   AUDITS AND RECORDS
     1.   To maintain books, records, and documents (including electronic
          storage media) in accordance with generally accepted accounting
          procedures and practices which sufficiently and properly reflect all
          revenues and expenditures of funds provided by the agency under this
          contract.

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

     3.   To maintain and file with the agency such progress, fiscal and
          inventory reports as specified in Attachment I, 60.0, and other
          reports as the agency may require within the period of this contract.

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

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

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

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

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

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

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

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

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

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

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

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

                                        1

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5/1/02

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

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

     2.   PROCUREMENT OF PRODUCTS OR MATERIALS WITH RECYCLED CONTENT.
          It is expressly understood and agreed that any products which are
          required to carry out this contract shall be procured in accordance
          with the provisions of section 403.7065, Florida Statutes.

L.   CIVIL RIGHTS REQUIREMENTS
          PROVIDER ASSURANCE
          The provider assures that it will comply with:

          a.   Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C.
               2000d et seq., which prohibits discrimination on the basis of
               race, color, or national origin.
          b.   Section 504 of the Rehabilitation Act of 1973, as amended, 29
               U.S.C. 794, which prohibits discrimination on the basis of
               handicap.
          c.   Title IX of the Education Amendments of 1972, as amended, 20
               U.S.C. 1681 et seq., which prohibits discrimination on the basis
               of sex.
          d.   The Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101 et
               seq., which prohibits discrimination on the basis of age.
          e.   Section 654 of the Omnibus Budget Reconciliation Act of 1981, as
               amended, 42 U.S.C. 9849, which prohibits discrimination on the
               basis of race, creed, color, national origin, sex, handicap,
               political affiliation or beliefs.
          f.   The Americans with Disabilities Act of 1990, P.L. 101-336, which
               prohibits discrimination on the basis of disability and requires
               reasonable accommodation for persons with disabilities.
          g.   All regulations, guidelines, and standards as are now or may be
               lawfully adopted under the above statutes.

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

M.   REQUIREMENTS OF SECTION 287.058, FLORIDA STATUTES
     1.   To submit bills for fees or other compensation for services or
          expenses in sufficient detail for a proper pre-audit and post-audit
          thereof.

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

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

     4.   To comply with the criteria and final date by which such criteria must
          be met for completion of this contract as specified in Section III,
          Paragraph A.2. of this contract.

     5.   To allow public access to all documents, papers, letters, or other
          materials subject to the provisions of Chapter 119, Florida Statutes,
          and made or received by the provider in conjunction with this
          contract. It is expressly understood that substantial evidence of the
          provider's refusal to comply with this provision shall constitute a
          breach of contract.

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

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

                        PHYSICIANS HEALTHCARE PLANS, INC.
                                   ----------
                                    PROVIDER
     and the State of Florida, AGENCY FOR HEALTH CARE ADMINISTRATION". If the
     sponsorship reference is in written material, the words "State of Florida,
     AGENCY FOR HEALTH CARE ADMINISTRATION" shall appear in the same size
     letters or type as the name of the organization.

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

P.   USE OF FUNDS FOR LOBBYING PROHIBITED
     To comply with the provisions of section 216.347, Florida Statutes, which
     prohibits the expenditure of contract funds for the purpose of lobbying the
     Legislature or a state agency.

Q.   PUBLIC ENTITY CRIME
     A person or affiliate who has been placed on the convicted vendor list
     following a conviction for a public entity crime may not be awarded or
     perform work as a contractor, supplier, subcontractor, or consultant under
     a contract with any public entity, and may not transact business with any
     public entity in excess of the threshold amount provided in section
     287.017, F.S., for category two for a period of 36 months from the date of
     being placed on the convicted vendor list.

R.   HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
     To comply with the Department of Health and Human Services Privacy
     Regulations in the Code of Federal Regulations, Title 45, sections 160 and
     164, regarding disclosure of protected health information.

                                        2

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5/1/02

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

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

II.  THE AGENCY AGREES
A.   CONTRACT AMOUNT
     To pay for contracted services according to the conditions of Attachment I
     in an amount not to exceed $375,200,000.00, subject to the availability of
     funds. The State of Florida's performance and obligation to pay under this
     contract is contingent upon an annual appropriation by the Legislature.

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

III. THE PROVIDER AND AGENCY MUTUALLY AGREE:
A.   EFFECTIVE DATE
     1.   This contract shall begin on July 1, 2002 or on the date on which the
          contract has been signed by both parties, whichever is later.
     2.   This contract shall end on June 30, 2004.

B.   TERMINATION
     1.   TERMINATION AT WILL
          This contract may be terminated by either party upon no less than
          thirty (30) calendar days notice, without cause, unless a lesser time
          is mutually agreed upon by both parties. Said notice shall be
          delivered by certified mail, return receipt requested, or in person
          with proof of delivery.
     2.   TERMINATION BECAUSE OF LACK OF FUNDS
          In the event funds to finance this contract become unavailable, the
          agency may terminate the contract upon no less than twenty-four (24)
          hours notice in writing to the provider. Said notice shall be
          delivered by certified mail, return receipt requested, or in person
          with proof of delivery. The agency shall be the final authority as to
          the availability of funds.
     3.   TERMINATION FOR BREACH
          Unless the provider's breach is waived by the agency in writing, the
          agency may, by written notice to the provider terminate this contract
          upon no less than twenty-four (24) hours notice. Said notice shall be
          delivered by certified mail, return receipt requested, or in person
          with proof of delivery. If applicable, the agency may employ the
          default provisions in Chapter 60A-1.006(4), Florida Administrative
          Code.

          Waiver of breach of any provisions of this contract shall not be
          deemed to be a waiver of any other breach and shall not be construed
          to be a modification of the terms of this contract. The provisions
          herein do not limit the agency's right to remedies at law or to
          damages.

C.   NOTICE AND CONTACT
     1.   The name, address and telephone number of the contract manager for the
          agency for this contract is:
          Bob Sharpe, Deputy Secretary
          Division of Medicaid
          2727 Mahan Drive, Bldg. 3, Room 2217-B
          Tallahassee, Florida 32308
          (850)488-3560

     2.   The name, address and telephone number of the representative of the
          provider responsible for administration of the program under this
          contract is:
          Peter Jiminez
          Physicians Healthcare Plans, Inc.
          55 Alhambra Plaza 7th Floor
          Coral Gables, Florida 33134
          (305)441-9400

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

D.   RENEGOTIATION OR MODIFICATION
     1.   Modifications of provisions of this contract shall only be valid when
          they have been reduced to writing and duly signed. The parties agree
          to renegotiate this contract if federal and/or state revisions of any
          applicable laws, of regulations make changes in this contract
          necessary.
     2.   The rate of payment and the total dollar amount may be adjusted
          retroactively to reflect price level increases and changes in the rate
          of payment when these have been established through the appropriations
          process and subsequently identified in the agency's operating budget.

E.   NAME, MAILING AND STREET ADDRESS OF PAYEE
     1.   The name (provider name as shown on page 1 of this contract) and
          mailing address of the official payee to whom the payment shall be
          made:
          Physicians Healthcare Plans, Inc.
          55 Alhambra Plaza 7th Floor
          Coral Gables, Florida 33134

     2.   The name of the contact person and street address where financial and
          administrative records are maintained:
          Fred Brown
          Physicians Healthcare Plans, Inc.
          1410 NW Shore Blvd.
          Tampa, Florida 33607
          (813) 273-7474

F.   ALL TERMS AND CONDITIONS INCLUDED
     This contract and its attachments as referenced, (Attachment I), contain
     all the terms and conditions agreed upon by the parties.

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5/1/02

                                                             Contract No. FA 309

IN WITNESS THEREOF, the parties hereto have caused this 160 page contract to be
executed by their undersigned officials as duly authorized.

<TABLE>
     <S>                                     <C>
     PROVIDER: PHYSICIANS HEALTHCARE PLANS,  STATE OF FLORIDA, AGENCY FOR HEALTH CARE
     Inc.,

                                             ADMINISTRATION
     -------------------------------------

     SIGNED BY: /s/ Michael B. Fernandez     SIGNED BY: /s/ Rhonda Medows
                --------------------------              ---------------------------------

          NAME:  Michael B. Fernandez             NAME:  Dr. Rhonda Medows, M.D., FAAFP
                --------------------------              ---------------------------------

         TITLE:  CEO and Chairman                TITLE:  Secretary
                --------------------------              ---------------------------------

          DATE:  6/27/02                          DATE:  6/28/02
                --------------------------              ---------------------------------
</TABLE>

FEDERAL ID NUMBER (or SS Number for an individual):
 650318864
----------------------------------------------------

STATE AGENCY 29 DIGIT SAMAS CODE:

----------------------------------------------------

PROVIDER FISCAL YEAR ENDING DATE:

----------------------------------------------------

                       CONTRACT IS NOT VALID UNTIL SIGNED
                                    AND DATED
                                       BY
                                  BOTH PARTIES

                                        4

<PAGE>

July 2002                                                  Medicaid HMO Contract

                                                         Contract Number: FA309

               ATTACHMENT I

10.0           COVERED SERVICES AND ELIGIBLE RECIPIENTS

10.1           GENERAL

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

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

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

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

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

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

10.2           ELIGIBLE RECIPIENTS

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

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

                                        5

<PAGE>

July 2002                                                  Medicaid HMO Contract

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

10.3           INELIGIBLE RECIPIENTS

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

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

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

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

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

               e.   Qualified Medicare beneficiaries (QMBs).

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

               g.   Medicaid eligible recipients who reside in the following:

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

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

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

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

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

               h.   Family Planning waiver recipients.

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

                    1.   an aged/disabled waiver program

                    2.   the Channeling program

                    3.   Developmental Services Waiver

                    4.   TANF recipients

                                        6

<PAGE>

July 2002                                                  Medicaid HMO Contract

                    5.   the Assisted Living for the Elderly program, or

                    6.   the Project AIDS Care waiver program

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

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

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

10.4           COVERED SERVICES

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

<TABLE>
               <S>                                                   <C>
               Child Health Check-Up                                 Inpatient Hospital Services

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

               Family Planning Services                              Outpatient Hospital and Emergency Services

               Freestanding Dialysis Centers                         Physician Services

               Hearing Services                                      Prescribed Drug Services

               Home Health Services and Durable Medical Equipment    Therapy Services

               Independent Laboratory and X-Ray Services             Visual Services
</TABLE>

                                        7

<PAGE>

July 2002                                                  Medicaid HMO Contract

10.5           OPTIONAL SERVICES

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

                        Covered               Not Covered

               Dental Services                _________   _______

               Transportation Services        _________   _______

10.6           EXPANDED SERVICES

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

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

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

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

               d.   The plan may offer the Frail/Elderly program in accordance
                    with Section 10.12 of this contract.

               ________________________

               ________________________

               ________________________

               ________________________

               ________________________

               ________________________

                                        8

<PAGE>

July 2002                                                  Medicaid HMO Contract

10.7           EXCLUDED SERVICES

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

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

10.8           MANNER OF SERVICE PROVISION

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

10.8.1         CHILD HEALTH CHECK-UP

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

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

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

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

                                        9

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

10.8.2         DENTAL SERVICES (Optional)

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

10.8.3         DIABETES SUPPLIES AND EDUCATION

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

10.8.4         FAMILY PLANNING SERVICES

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

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

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

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

                                       10

<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

               e.   Pursuant to 42 CFR 431.5l(b)(2), the plan shall allow each
                    member to obtain family planning services from any
                    participating Medicaid provider and require no prior
                    authorization for such services. If the member receives
                    services from a non-plan Medicaid provider, then the plan
                    must reimburse at the Medicaid reimbursement rate, unless
                    another payment rate is negotiated.

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

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

10.8.5         FREESTANDING DIALYSIS FACILITY SERVICES

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

10.8.6         HEARING SERVICES

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

10.8.7         HOME HEALTH CARE SERVICES AND DURABLE MEDICAL EQUIPMENT

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

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

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

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

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

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

                                       11

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July 2002                                                  Medicaid HMO Contract

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

10.8.8         HOSPITAL SERVICES

10.8.8.1       INPATIENT

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

               The service also includes the following:

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

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

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

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

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

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

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

                                       12

<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

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

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

                    2.   The plan shall prohibit the following practices:

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

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

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

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

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

10.8.8.2       OUTPATIENT

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

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

                                       13

<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

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

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

 10.8.8.3      HOSPITAL ANCILLARY SERVICES

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

10.8.9         IMMUNIZATIONS

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

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

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

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

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

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

10.8.10        INDEPENDENT LABORATORY AND PORTABLE X-RAY SERVICES

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

                                       14

<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

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

10.8.11        PHYSICIAN SERVICES

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

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

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

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

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

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

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

                                       15

<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

10.8.11.1      PREGNANCY RELATED REQUIREMENTS

               a.   Florida's Healthy Start Prenatal Risk Screening.

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

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

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

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

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

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

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

                                       16

<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

                    Breastfeeding Woman up to 1 year postpartum     Once after delivery

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

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

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

                    Child 2 - 5 years                               Once every year unless an abnormal value is found,
                                                                    (*1l.1gm/dl hemoglobin, *33% hematocrit) then a
                                                                    follow-up blood test is required at six month
                                                                    intervals
</TABLE>

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

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

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

10.8.12        PRESCRIBED DRUG SERVICES

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

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

* Less than

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July 2002                                                  Medicaid HMO Contract

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

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

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

10.8.13        THERAPY SERVICES

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

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

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

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

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

10.8.14        TRANSPORTATION SERVICES (Optional)

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

10.8.15        VISUAL SERVICES

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

10.9           QUALITY AND BENEFIT ENHANCEMENTS

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

10.10          INCENTIVE PROGRAMS

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

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

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

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

10.11          BEHAVIORAL HEALTH CARE

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

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

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July 2002                                                  Medicaid HMO Contract

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

10.11.1        SERVICE REQUIREMENTS (Behavioral Health)

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

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

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

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

               a.   Community Treatment of Patients Discharged from State Mental
                    Hospitals

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

               b.   Evaluation and Treatment Services for Enrolled Children

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

               c.   Psychiatric Evaluations for Members Applying for Nursing
                    Home Admission

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

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

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

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

10.11.2        NON COVERED SERVICES (Behavioral Health)

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

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

10.11.3        CARE COORDINATION AND MANAGEMENT (Behavioral Health)

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

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

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

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<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

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

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

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

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

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

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

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

10.11.4        BEHAVIORAL CLINICAL RECORD REQUIREMENT (Behavioral Health)

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

                                       23

<PAGE>

July 2002                                                  Medicaid HMO Contract

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

10.11.5        FUNCTIONAL ASSESSMENTS (Behavioral Health)

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

10.11.6        OUT-OF-PLAN USE (Behavioral Health)

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

10.11.7        OUTREACH REQUIREMENTS (Behavioral Health)

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

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

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

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

10.11.8        QUALITY IMPROVEMENT REQUIREMENTS (Behavioral Health)

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

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

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

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

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

10.11.9        ADMINISTRATIVE STAFF REQUIREMENTS (Behavioral Health)

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

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

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

10.11.10       BEHAVIORAL HEALTH SUBCONTRACTS

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

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July 2002                                                  Medicaid HMO Contract

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

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

10.11.11       MANAGEMENT INFORMATION SYSTEM (Behavioral Health)

               The plan shall perform the following management information
               system functions:

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

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

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

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

               e.   Maintain critical incident data.

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

10.11.12       MONITORING (Behavioral Health)

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

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

10.12          FRAIL/ELDERLY PROGRAM (expanded Service)

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

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

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

                    2.   21 years of age or older

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July 2002                                                  Medicaid HMO Contract

                    3.   An SSI recipient

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

10.12.1        MANDATORY SERVICE REQUIREMENTS (Frail/Elderly)

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

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

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

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

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

               b.   Coordination of Care/Case Management.

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

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

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

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

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

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

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

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

                         Components essential to the case management system are:
                              Outreach, including information distribution;

                              Intake and referral;

                              Diagnosis and evaluation;

                              Needs assessment;

                              Plan of care development;

                              Resource assessment;

                              Plan implementation;

                              Routine monitoring of providers by appropriate
                              staff;

                              Progress reports;

                              Reassessment and revision of plan: and

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

10.12.1.1      NURSING HOME PLACEMENT (Frail/Elderly)

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

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

10.12.2        EXPANDED SUPPORTIVE SERVICES REQUIREMENTS (Frail/Elderly)

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

20.0           SCOPE OF WORK

20.1           AVAILABILITY/ACCESSIBILITY OF SERVICES

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

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

20.2           MINIMUM STANDARDS

               Plans shall provide the following:

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

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

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

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

               e.   One licensed pharmacy per 2,500 members.

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

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

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July 2002                                                  Medicaid HMO Contract

               h.   Facilities with access for persons with disabilities.

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

               j.   Specialists as required in Section 20.7, Specialty Coverage.

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

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

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

20.3           ADMINISTRATION AND MANAGEMENT

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

                    Timely authorizations;

                    Effective dates for the authorization, if appropriate; and

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

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

20.4           STAFF REQUIREMENTS

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

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

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

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

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

               k.   Sufficient case management staff, qualified by training and
                    experience, to conduct case management as defined in Section
                    100.0, Glossary.

20.4.1         FRAUD PREVENTION POLICIES AND PROCEDURES

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

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

               b.   A review process for claims which shall include:

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

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

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

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

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

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

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

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

20.5           LICENSURE OF STAFF

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

20.5.1         CREDENTIALING AND RECREDENTIALING POLICIES AND PROCEDURES

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

               a.   Written policies and procedures for credentialing.

               b.   Formal delegations and approvals of the credentialing
                    process.

               c.   A designated credentialing committee.

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

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

                    5.   Evidence of specialty board certification, if
                         applicable.

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

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

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

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

                    1.   The practitioner's work history

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

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

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

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

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

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

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

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

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

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

20.6           PHYSICIAN CHOICE

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

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

20.7           SPECIALTY COVERAGE

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

20.8           CASE MANAGEMENT/CONTINUITY OF CARE

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

20.8.1         CHRONIC AND DISABLING CONDITIONS

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

20.8.2         MEMBERS WITH DEVELOPMENTAL DISABILITIES

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

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

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

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

20.8.3         COORDINATION WITH COMMUNITY MENTAL HEALTH CARE PROVIDERS

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

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

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

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

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

20.8.4         NEW MEMBER PROCEDURES

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

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

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

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

                    1.   Prior existing orders,

                    2.   Provider appointments, surgeries, and

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

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

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

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

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<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

20.8.5         PEDIATRICIAN ASSIGNMENT TO PREGNANT WOMEN

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

20.8.6         PROTECTIVE CUSTODY

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

20.8.7         IMMUNIZATION FROM NON-PLAN PROVIDER

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

20.8.8         IMMUNIZATION DATA SHARING

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

20.8.9         PUBLIC PROVIDER CLAIMS

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

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

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July 2002                                                  Medicaid HMO Contract

               b.   The provision of immunizations.

               c.   Family planning services and related pharmaceuticals.

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

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

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

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

20.8.10        CERTIFIED SCHOOL MATCH PROGRAM

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

                    a.   Speech, occupational and physical therapy services;

                    b.   Behavioral health services;

                    c.   Transportation services; and

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

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

20.8.11        CONTINUED CARE FROM TERMINATED PROVIDERS

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

20.8.12        OUT-OF-PLAN SPECIALLY QUALIFIED PROVIDERS

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

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

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

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

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

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

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

20.10          EMERGENCY CARE REQUIREMENTS

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

                    1.   The provider's charges;

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

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

                    4.   The Medicaid rate.

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

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

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

20.11          GRIEVANCE SYSTEM REQUIREMENTS

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

20.12          QUALITY IMPROVEMENT

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

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

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

20.12.1        UTILIZATION MANAGEMENT

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

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

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

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

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

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

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

20.12.2        INDEPENDENT MEMBER SATISFACTION SURVEY

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

20.13          MEDICAL RECORDS REQUIREMENTS

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

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

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

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

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

                    4.   All entries must be dated and signed.

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

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

                    7.   All entries must indicate therapies administered and
                         prescribed.

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

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

                    10.  All records must contain an immunization history.

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

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

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

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

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

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

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<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

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

20.14          MEDICAL RECORD REVIEW

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

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

20.15          QUALITY AND PERFORMANCE MEASURES REVIEW

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

20.16          ANNUAL MEDICAL RECORD AUDIT

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

20.17          INDEPENDENT MEDICAL REVIEW (EXTERNAL QUALITY REVIEW)

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

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July 2002                                                  Medicaid HMO Contract

30.0           MARKETING AND ENROLLMENT

30.1           MARKETING AND PRE-ENROLLMENT MATERIALS

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

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

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

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

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

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

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

30.1.1         FRAIL/ELDERLY MARKETING AND PRE-ENROLLMENT MATERIALS

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

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

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

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

30.2           MARKETING ACTIVITIES

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

30.2.1         PROHIBITED ACTIVITIES

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

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

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

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

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

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

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

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

30.2.2         PERMITTED ACTIVITIES

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

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

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<PAGE>

July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

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

30.2.2.1       APPROVAL PROCESS

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

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

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

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

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

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

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30.2.3         SUBCONTRACTOR'S COMPLIANCE

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

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

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

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

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

30.3           MARKETING REPRESENTATIVES

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

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

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

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

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

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

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

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

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

30.4           MARKETING AND PRE-ENROLLMENT COMPLAINTS

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

30.5           PRE-ENROLLMENT ACTIVITIES

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

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

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

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

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

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

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

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

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

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

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

30.6           ENROLLMENT

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

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

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

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

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

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

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

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

30.6.1         BEHAVIORAL HEALTH ENROLLMENT

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

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

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

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

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

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

               c.   Member Handbook, that shall include the following:

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

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

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

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

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

30.6.2         FRAIL/ELDERLY ENROLLMENT

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

30.7           MEMBER NOTIFICATION

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

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

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

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

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

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

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

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

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

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

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

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

                    5.   Members' option to change primary care providers.

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

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

30.7.1         MEMBER SERVICES HANDBOOK

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

30.7.2         PROVIDER DIRECTORY

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

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

30.7.3         MEMBER INFORMATION

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

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

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

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

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

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

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

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

30.7.4         NEW MEMBER MATERIALS

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

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

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

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

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

30.7.4.1       UNDELIVERABLE MATERIALS

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

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

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

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

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

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

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

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

30.8           ENROLLMENT REINSTATEMENTS

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

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

30.9           NEWBORN ENROLLMENT

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

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

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

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

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

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

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

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

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

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

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

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

30.10          ENROLLMENT PERIOD

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

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July 2002                                                  Medicaid HMO Contract

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

30.11          ENROLLMENT LEVELS

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

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

30.12          DISENROLLMENT

               The agency shall be responsible for processing disenrollments.

               a.   The plan's responsibility is to:

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

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

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

30.12.1        VOLUNTARY DISENROLLMENTS

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

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

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

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

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

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

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

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

30.12.2        INVOLUNTARY DISENROLLMENTS

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

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

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

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

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

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

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

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

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

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

30.12.2.1      FRAIL/ELDERLY DISENROLLMENT

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

30.13          ENROLLMENT/DISENROLLMENT VERIFICATION

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

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40.0           ASSURANCES AND CERTIFICATIONS

40.1           MONITORING PROVISIONS

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

40.2           CERTIFICATION OF LABORATORIES AND PORTABLE X-RAY COMPANIES

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

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

40.3           GOOD FAITH EFFORT WITH SCHOOL DISTRICTS

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

40.4           GOOD FAITH EFFORT WITH COUNTY HEALTH DEPARTMENTS

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

40.5           ACCREDITATION

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

40.6           MINORITY RECRUITMENT AND RETENTION PLAN

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

40.7           OWNERSHIP AND MANAGEMENT DISCLOSURE

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

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

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July 2002                                                  Medicaid HMO Contract

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

               b.   The following definitions apply to ownership disclosure:

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

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

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

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

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

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

               c.   The following definitions apply to management disclosure:

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

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

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

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

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

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

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

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July 2002                                                  Medicaid HMO Contract

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

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

40.8           INDEPENDENT PROVIDER

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

40.9           GENERAL INSURANCE REQUIREMENTS

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

40.10          WORKER'S COMPENSATION INSURANCE

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

40.11          STATE OWNERSHIP

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

40.12          HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT COMPLIANCE

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

40.13          SYSTEMS COMPLIANCE

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

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July 2002                                                  Medicaid HMO Contract

40.14          CERTIFICATION REGARDING LOBBYING

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

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

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

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

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

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

-----------------------------       ----------------
Signature                              Date

-----------------------------       ----------------
Name of Authorized Individual          Application or Contract Number

----------------------------------------------------
Name and Address of Organization

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July 2002                                                  Medicaid HMO Contract

40.15          CERTIFICATION REGARDING DEBARMENT

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

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

                                  INSTRUCTIONS

1.        Each provider whose contract/subcontract equals or exceeds $25,000 in
          federal monies must sign this certification prior to execution of each
          contract/subcontract. Additionally, providers who audit federal
          programs must also sign, regardless of the contract amount. The Agency
          for Health Care Administration cannot contract with these types of
          providers if they are debarred or suspended by the federal government.

2.        This certification is a material representation of fact upon which
          reliance is placed when this contract/subcontract is entered into. If
          it is later determined that the signer knowingly rendered an erroneous
          certification, the Federal Government may pursue available remedies,
          including suspension and/or debarment.

3.        The provider shall provide immediate written notice to the contract
          manager at any time the provider learns that its certification was
          erroneous when submitted or has become erroneous by reason of changed
          circumstances.

4.        The terms "debarred," "suspended," "ineligible," "person,"
          "principal," and "voluntarily excluded," as used in this
          certification, have the meanings set out in the Definitions and
          Coverage sections of rules implementing Executive Order 12549. You may
          contact the contract manager for assistance in obtaining a copy of
          those regulations.

5.        The provider agrees by submitting this certification that, it shall
          not knowingly enter into any subcontract with a person who is
          debarred, suspended, declared ineligible, or voluntarily excluded from
          participation in this contract/subcontract unless authorized by the
          Federal Government.

6.        The provider further agrees by submitting this certification that it
          will require each subcontractor of this contract/subcontract, whose
          payment will equal or exceed $25,000 in federal monies, to submit a
          signed copy of this certification.

7.        The Agency for Health Care Administration may rely upon a
          certification of a provider that it is not debarred, suspended,
          ineligible, or voluntarily excluded from contracting/subcontracting
          unless it knows that the certification is erroneous.

8.        This signed certification must be kept in the contract manager's
          contract file. Subcontractor's certifications must be kept at the
          contractor's business location.

                                  CERTIFICATION

(1)       The prospective provider certifies, by signing this certification,
          that neither he nor his principals is presently debarred, suspended,
          proposed for debarment, declared ineligible, or voluntarily excluded
          from participation in this contract/subcontract by any federal
          department or agency.

(2)       Where the prospective provider is unable to certify to any of the
          statements in this certification, such prospective provider shall
          attach an explanation to this certification.

          ----------------------------------------          -------------
                       Signature                      Date

          -----------------------------------------------------------
                  Name and Title of Authorized Signee

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July 2002                                                  Medicaid HMO Contract

40.16          CERTIFICATION REGARDING HIPAA COMPLIANCE

                                  CERTIFICATION

          REGARDING HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996
                                   COMPLIANCE

This certification is required for compliance with the requirements of the
Health Insurance Portability and Accountability Act of 1996 (HIPAA)

The undersigned Provider certifies and agrees as to abide by the following:

     1.   Protected Health Information. For purposes of this Certification,
          Protected Health Information shall have the same meaning as the term
          "protected health information" in 45 C.F.R. Section 164.501, limited
          to the information created or received by the Provider from or on
          behalf of the Agency.

     2.   Limits on Use and Disclosure of Protected Health Information. The
          Provider shall not use or disclose Protected Health Information other
          than as permitted by this Contract or by federal and state law. The
          Provider will use appropriate safeguards to prevent the use or
          disclosure of Protected Health Information for any purpose not in
          conformity with this Contract and federal and state law. The Provider
          will not divulge, disclose, or communicate in any manner any Protected
          Health Information to any third party without prior written consent
          from the Agency. The Provider will report to the Agency, within two
          (2) business days of discovery, any use or disclosure of Protected
          Health Information not provided for in this Contract of which the
          Provider is aware. A violation of this paragraph shall be a material
          violation of this Contract.

     3.   Use and Disclosure of Information for Management, Administration, and
          Legal Responsibilities. The Provider is permitted to use and disclose
          Protected Health Information received from the Agency for the proper
          management and administration of the Provider or to carry out the
          legal responsibilities of the Provider, in accordance with 45 C.F.R.
          164.504(e)(4). Such disclosure is only permissible where required by
          law, or where the Provider obtains reasonable assurances from the
          person to whom the Protected Health Information is disclosed that: (1)
          the Protected Health Information will be held confidentially, (2) the
          Protected Health Information will be used or further disclosed only as
          required by law or for the purposes for which it was disclosed to the
          person, and (3) the person notifies the Provider of any instance of
          which it is aware in which the confidentiality of the Protected Health
          Information has been breached.

          4.   Disclosure to Subcontractors or Agents. The Provider agrees to
               enter into a subcontract with any person, including a
               subcontractor or agent, to whom it provides Protected Health
               Information received from, or created or received by the Provider
               on behalf of, the Agency. Such subcontract shall contain the same
               terms, conditions, and restrictions that apply to the Provider
               with respect to Protected Health Information.

     5.   Access to Information. The Provider shall make Protected Health
          Information available in accordance with federal and state law,
          including providing a right of access to persons who are the subjects
          of the Protected Health Information.

     6.   Amendment and Incorporation of Amendments. The Provider shall make
          Protected Health Information available for amendment and to
          incorporate any amendments to the Protected Health Information in
          accordance with 45 C.F.R. Section 164.526.

     7.   Accounting for Disclosures. The Provider shall make Protected Health
          Information available as required to provide an accounting of
          disclosures in accordance with 45 C.F.R. Section 164.528.

     8.   Access to Books and Records. The Provider shall make its internal
          practices, books, and records relating to the use and disclosure of
          Protected Health Information received from, or created or received by
          the

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July 2002                                                  Medicaid HMO Contract

          Provider on behalf of, the Agency to the Secretary of the Department
          of Health and Human Services or the Secretary's designee for purposes
          of determining compliance with the Department of Health and Human
          Services Privacy Regulations.

     9.   Termination. At the termination of this contract, the Provider shall
          return all Protected Health Information that the Provider still
          maintains in any form, including any copies or hybrid or merged
          databases made by the Provider; or with prior written approval of the
          Agency, the Protected Health Information may be destroyed by the
          Provider after its use. If the Protected Health Information is
          destroyed pursuant to the Agency's prior written approval, the
          Provider must provide a written confirmation of such destruction to
          the Agency. If return or destruction of the Protected Health
          Information is determined not feasible by the Agency, the Provider
          agrees to protect the Protected Health Information and treat it as
          strictly confidential.

CERTIFICATION

          The Provider and the Agency for Health Care Administration have caused
          this Certification to be signed and delivered by their duly authorized
          representatives, as of the date set forth below.

          Provider Name:

          -------------------------------------       ----------------
                 Signature                   Date

          -------------------------------------
          Name and Title of Authorized Signee

                                       72

<PAGE>

July 2002                                                  Medicaid HMO Contract

50.0           FINANCIAL REQUIREMENTS

50.1           INSOLVENCY PROTECTION

               The plan shall establish a restricted insolvency protection
               account with a federally guaranteed financial institution
               licensed to do business in Florida in accordance with Section
               1903(m)(l) of the Social Security Act (amended by Section 4706 of
               the Balanced Budget Act of 1997), and Section 409.912( 15)(a),
               F.S. The plan shall deposit into that account five percent of the
               capitation payments made by the agency each month until a maximum
               total of two percent of the annualized total current contract
               amount is reached. No interest may be withdrawn from this account
               until the maximum contract amount is reached. This provision
               shall remain in effect as long as the plan continues to contract
               with the agency. The restricted insolvency protection account may
               be drawn upon with the authorized signatures of two persons
               designated by the plan and two representatives of the agency. The
               signature card shall be resubmitted when a change in authorized
               personnel occurs. If the authorized persons remain the same, the
               plan shall submit an attestation to this effect annually. A
               sample form (Multiple Signature Verification Agreement) may be
               found as Section 110.5. All such agreements or other signature
               cards must be approved in advance by the agency.

               a.   In the event that a determination is made by the agency that
                    the plan is insolvent, as defined in Section 100.0,
                    Glossary, the agency may draw upon the amount solely with
                    the two authorized signatures of representatives of the
                    agency and funds may be disbursed to meet financial
                    obligations incurred by the plan under this contract. A
                    statement of account balance shall be provided by the plan
                    within 15 calendar days of request of the agency.

               b.   If the contract is terminated, expired, or not continued,
                    the account balance shall be released by the agency to the
                    plan upon receipt of proof of satisfaction of all
                    outstanding obligations incurred under this contract.

               c.   In the event the contract is terminated or not renewed and
                    the plan is insolvent, the agency may draw upon the
                    insolvency protection account to pay any outstanding debts
                    the plan owes the agency including, but not limited to,
                    overpayments made to the plan, and fines imposed under the
                    contract or Section 641.52, F.S., for which a final order
                    has been issued. In addition, if the contract is terminated
                    or not renewed and the plan is unable to pay all of its
                    outstanding debts to health care providers, the agency and
                    the plan agree to the court appointment of an impartial
                    receiver for the purpose of administering and distributing
                    the funds contained in the insolvency protection account.
                    Should a receiver be appointed, he shall give outstanding
                    debts owed to the agency priority over other claims.

50.2           INSOLVENCY PROTECTION ACCOUNT WAIVER

               Pursuant to Section 409.912(15)(b), the agency may waive the
               insolvency protection account requirement, in writing, when
               evidence of adequate insolvency insurance and reinsurance are on
               file with the agency which shall protect members in the event the
               plan is unable to meet its obligations.

50.3           SURPLUS START UP ACCOUNT

               All new plans, after initial contract execution but prior to
               initial member enrollment, shall submit to the agency, if a
               private entity, proof of working capital in the form of cash or
               liquid assets excluding revenues from Medicaid premium payments
               equal to at least the first three months of operating expenses or
               $200.000. whichever is greater. This provision shall not apply to
               plans who have been providing services to members for a period
               exceeding three continuous months.

50.4           SURPLUS REQUIREMENT

               In accordance with Section 409.912(14), F.S., the plan shall
               maintain at all times in the form of cash, investments that
               mature in less than 180 calendar days allowable as admitted
               assets by the Department of Insurance, and restricted funds of
               deposits controlled by the agency (including the plan's
               insolvency

                                       73

<PAGE>

July 2002                                                  Medicaid HMO Contract

               protection account) or the Department of Insurance, a surplus
               amount equal to one and one half times the plan's monthly
               Medicaid prepaid revenues. In the event that the plan's surplus
               (as defined in Section 100.0, Glossary) falls below an amount
               equal to one and one half times the plan's monthly Medicaid
               prepaid revenues, the agency shall prohibit the plan from
               engaging in marketing and pre-enrollment activities, shall cease
               to process new enrollments until the required balance is
               achieved, or may terminate the plan's contract.

50.5           INTEREST

               Interest generated through investments made by the plan under
               this contract shall be the property of the plan and shall be used
               at the plan's discretion.

50.6           SAVINGS

               The plan shall retain any savings realized under this contract
               after all bills, charges and fines are paid.

50.7           FIDELITY BONDS

               The plan shall secure and maintain during the life of this
               contract a blanket fidelity bond from a company doing business in
               the State of Florida on all personnel in its employment. The bond
               shall be issued in the amount of at least $250,000 per
               occurrence. Said bond shall protect the agency from any losses
               sustained through any fraudulent or dishonest act or acts
               committed by any employees of the provider and subcontractors, if
               any. Proof of coverage must be submitted to the agency's
               contracting officer within 60 calendar days after execution of
               the contract and prior to the delivery of health care. To be
               acceptable to the agency for fidelity bonds, a surety company
               shall comply with the provisions of Chapter 624, F.S. Proof of
               the fidelity bond shall be submitted to the agency annually
               during the contract renewal period.

50.8           FINANCIAL AND COMPLIANCE AUDIT REQUIREMENT

                         FINANCIAL AND COMPLIANCE AUDIT

  The administration of resources awarded by the Agency for Health Care
  Administration to the recipient may be subject to audits and/or monitoring by
  the Agency as described in this section.

     MONITORING

  In addition to reviews of audits conducted in accordance with OMB Circular
  A-133 and Section 215.97, F.S., as revised (see "AUDITS" below), monitoring
  procedures may include, but not be limited to, on-site visits by Agency staff,
  limited scope audits as defined by OMB Circular A-133, as revised, and/or
  other procedures. By entering into this agreement, the recipient agrees to
  comply and cooperate with any monitoring procedures/processes deemed
  appropriate by the Agency. In the event the Agency determines that a limited
  scope audit of the recipient is appropriate, the recipient agrees to comply
  with any additional instructions provided by the Agency to the recipient
  regarding such audit. The recipient further agrees to comply and cooperate
  with any inspections, reviews, investigations, or audits deemed necessary by
  the Comptroller or Auditor General.

     audits

  PART I: FEDERALLY FUNDED

  This Attachment is applicable if the recipient is a State or local government
  or a non-profit organization as defined in OMB Circular A-133, as revised.

                                       74

<PAGE>

July 2002                                                  Medicaid HMO Contract

  1.      In the event that the recipient expends $300,000 or more in Federal
          awards in its fiscal year, the recipient must have a single or
          program-specific audit conducted in accordance with the provisions of
          OMB Circular A-133, as revised. PART VI of this agreement indicates
          Federal resourcesfunds awarded through the Agency. In determining the
          Federal awards expended in its fiscal year, the recipient shall
          consider all sources of Federal awards, including Federal
          resourcesfunds received from the Agency. The determination of amounts
          of Federal awards expended should be in accordance with the guidelines
          established by OMB Circular A-133, as revised. An audit of the
          recipient conducted by the Auditor General in accordance with the
          provisions of OMB Circular A-133, as revised, will meet the
          requirements of this part.

  2.      In connection with the audit requirements addressed in Part I,
          paragraph 1., the recipient shall fulfill the requirements relative to
          auditee responsibilities as provided in Subpart C of OMB Circular
          A-133, as revised.

  3.      If the recipient expends less than $300,000 in Federal awards in its
          fiscal year, an audit conducted in accordance with the provisions of
          OMB Circular A-133, as revised, is not required. In the event that the
          recipient expends less than $300,000 in Federal awards in its fiscal
          year and elects to have an audit conducted in accordance with the
          provisions of OMB Circular A-133, as revised, the cost of the audit
          must be paid from non-Federal resourcesfunds (i.e., the cost of such
          an audit must be paid from recipient resourcesfunds obtained from
          other than Federal entities).

  4.      Information concerning this section can be found on the Federal Office
          of Management and Budget
          Web page at: http://www.whitehouse.gov/omb/index

  PART II: STATE FUNDED

  This part is applicable if the recipient is a nonstate entity as defined by
  Section 215.97(2)(1), Florida Statutes.

  1.      In the event that the recipient expends a total amount of State
          Financial Assistance (i.e., State financial assistance provided to the
          recipient to carry out a State project) equal to or in excess of
          $300,000 in any fiscal year of such recipient, the recipient must have
          a State single or project-specific audit for such fiscal year in
          accordance with Section 215.97, Florida Statutes; applicable rules of
          the Executive Office of the Governor and the Comptroller, and Chapters
          10.550 (local governmental entities) or 10.650 (nonprofit and for-
          profit organizations), Rules of the Auditor General. PART VI of this
          agreement indicates State Financial Assistance awarded through the
          Agency by this agreement. In determining the State Financial
          Assistance expended in its fiscal year, the recipient shall consider
          all sources of State Financial Assistance, including State Financial
          Assistance funds received from the Agency, other state agencies, and
          other nonstate entities. State Financial Assistance does not include
          Federal direct or pass-through awards and resources received by the
          nonstate entity for Federal program matching requirements.

  2.      In connection with the audit requirements addressed in Part II,
          paragraph 1, the recipient shall ensure that the audit complies with
          the requirements of Section 215.97(7), Florida Statutes. This
          includes submission of a financial reporting package as defined by
          Section 215.97(2)(d), Florida Statutes, and Chapters 10.550 (local
          governmental entities) or 10.650 (nonprofit and for-profit
          organizations), Rules of the Auditor General.

  3.      If the recipient expends less than $300,000 in State Financial
          Assistance in its fiscal year, an audit conducted in accordance with
          the provisions of Section 215.97, Florida Statutes, is not required.
          In the event that the recipient expends less than $300,000 in State
          Financial Assistance in its fiscal year and elects to have an audit
          conducted in accordance with the provisions of Section 215.97, Florida
          Statutes, the cost of the audit must be paid from the nonstate
          entity's resources non-State funds (i.e., the cost of such an audit
          must be paid from the recipient's resourcesfunds obtained from other
          than State entities).

  4.      Information concerning this section can be found on the State of
          Florida Web page at: http://www.myflorida.com/myflorida government/
          governorinitiatives/fsaa/

                                       75

<PAGE>

July 2002                                                  Medicaid HMO Contract

  PART III: OTHER AUDIT REQUIREMENTS

  1.      45 CFR, Part 74.26(d) extends OMB requirements, as stated in Part I
          above, to for-profit organizations.


  PART IV: REPORT SUBMISSION

  1.      Copies of reporting packagesaudit reports for audits conducted in
          accordance with OMB Circular A-133, as revised, and required by PART I
          of this agreement shall be submitted, when required by Section .320
          (d), OMB Circular A-133, as revised, by or on behalf of the recipient
          directly to each of the following:

          A.   The Agency for Health Care Administration at the following
               address:

                    See AHCA Standard Contract document, Section III,C,1

          B.   The Federal Audit Clearinghouse designated in OMB Circular A-133,
               as revised (the number of copies required by Sections .320 (d)(1)
               and (2), OMB Circular A-133, as revised, should be submitted to
               the Federal Audit Clearinghouse), at the following address:

                    Federal Audit Clearinghouse
                    Bureau of the Census
                    1201 East 10th Street
                    Jeffersonville, IN 47132

          C.   Other Federal agencies and pass-through entities in accordance
               with Sections .320 (e) and (f), OMB Circular A-133, as revised.

  2.      Pursuant to Section .320 (f), OMB Circular A-133, as revised, the
          recipient shall submit a copy of the financial reporting package
          described in Section .320 (c), OMB Circular A-133, as revised, and any
          management letters issued by the auditor, to the Agency at the
          following address:

          A.   The Agency for Health Care Administration at the address
               indicated in the Standard Contract document, Section III, C, 1.

     B.   To the Federal Agency or pass-through entity making the request for a
          copy of the reporting package.

  3.      Copies of financial reporting packages required by PART II of this
          agreement shall be submitted by or on behalf of the recipient directly
          to each of the following:

          A.   The Agency for Health Care Administration at the address
               indicated in the Standard Contract document, Section III, C,l.

          B.   The Auditor General's Office at the following address:

                    Auditor General's Office
                    Room 401, Pepper Building
                    111 West Madison Street
                    Tallahassee, Florida 32399-1450

  4.      Copies of reports or management letters required by PART III of this
          agreement shall be submitted by or on behalf of the recipient directly
          to:

                                       76

<PAGE>

July 2002                                                  Medicaid HMO Contract

          A.   The Agency for Health Care Administration at the address
               indicated in the Standard Contract document, Section III, C,1.

          B.   The Federal Department of Health and Human Services

                    National External Audit Resources Unit
                    323 West 8th St., Lucas Place-Room 514
                    Kansas City, MO 64105.

          C.   The Federal Audit Clearinghouse designated in OMB Circular A-133,
               as revised (the number of copies required by Sections .320 (d)(1)
               and (2), OMB Circular A-133, as revised, should be submitted to
               the following address:

                    Federal Audit Clearinghouse
                    Bureau of the Census
                    1201 East 10th Street
                    Jeffersonville, IN 47132

  5.      Any reports, management letters, or other information required to be
          submitted to the Agency pursuant to this agreement shall be submitted
          timely in accordance with OMB Circular A-133, Florida Statutes, and
          Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and
          for-profit organizations), Rules of the Auditor General, as
          applicable.

  6.      Recipients, when submitting financial reporting packages to the Agency
          for audits done in accordance with OMB Circular A-133, orand Chapters
          10.550 (local government entities) or 10.650 (nonprofit and for-
          profit) organizations, Rules of the Auditor General, should indicate
          the date that the reporting packageaudit report was delivered from the
          auditor to the recipient in correspondence accompanying the reporting
          packageaudit report. This can be accomplisheddone by providing the
          cover letter from the reporting packageaudit report received from the
          auditor or a cover letter indicating the date the audit reporting
          package was received by the recipient.

  PART V: RECORD RETENTION

  1.      The recipient shall retain sufficient records demonstrating its
          compliance with the terms of this agreement for a period of five (5)
          years from the date the audit report is issued, and shall allow the
          Agency or its designee, Comptroller, or Auditor General access to such
          records upon request. The recipient shall ensure that audit working
          papers are made available to the Agency or its designee, Comptroller,
          or Auditor General upon request for a period of five (5) years from
          the date the audit report is issued unless extended in writing by the
          Agency.

          NOTE: Section .400(d) of the OMB Circular A-133, as revised, and
          Section 215.97 (5)(a), Florida Statutes, require that the information
          about Federal Programs and State Projects Programs included in Part VI
          of this attachment be provided to the Provider organization if the
          Provider is determined to be a recipient. If Part VI is not included
          the Provider has not been determined to be a recipient as defined by
          the above referenced reverenced federal and state laws.

                                       77

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.0           REPORTING REQUIREMENTS

60.1           FISCAL AGENT REPORTS

               THE FOLLOWING INFORMATION WILL BE PROVIDED BY THE MEDICAID FISCAL
               AGENT TO THE CONTRACT MEDICAID HMO:
               1.   Transaction Input Summary Report (FLMR 8200-R005) -
                    Indicates the errors that were made in the enrollment/
                    disenrollment data submitted.
               2.   New Enrollee Report (FLMR 8200-R001) - Lists the new
                    enrollees as of the report's effective date. New enrollments
                    will include newborns for which the plan has received a
                    completed form DCF-ES 2039 indicating that the newborn is a
                    Medicaid recipient.
               3.   Cancellation Report (FLMR 8200-R002) - Lists those persons
                    who were previously enrolled erroneously and are being
                    removed. Their effective cancellation dates are the same as
                    their enrollment dates.
               4.   Disenrollment Report (FLMR 8200-R003) - Lists those persons
                    who are no longer eligible for Medicaid or who have been
                    disenrolled from the plan as of the report's effective date.
               5.   New Enrollees Under 21 (FLMR 8200-R007) - Lists those
                    eligible members newly enrolled.
               6.   Cap Update Report (FLMR 8200-R008) - Lists the enrollees'
                    use of their 45 day hospital inpatient cap.
               7.   Disenrollment under 21 (FLMR 8200-R006) - Lists those
                    eligible members newly disenrolled.
               8.   Ongoing Report (FLMR 8200-R004) - Lists all persons who are
                    enrolled in the plan as of the report's effective date.
               9.   HMO Reinstatement Report (FLMR 8200-R009) - Lists those
                    persons who were disenrolled for loss of eligibility but who
                    regained their Medicaid eligibility within 3 months of the
                    previous plan.
               10.  HMO Same Month Reinstatement Report - Lists those members
                    from the disenrollment report who were reinstated prior to
                    the beginning of the month with no break in service.

                    The plan shall review these reports for accuracy and will
                    notify the agency if discrepancies are found.

60.2.          HMO REPORTING REQUIREMENTS

               The plan is responsible for complying with all the reporting
               requirements established by the agency. The plan is responsible
               for assuming the accuracy and completeness of the reports as well
               as the timely submission of each report. Before October 1 of each
               contract year, the plans shall deliver to the agency a
               certification by an agency approved independent auditor that the
               CHCUP screening rate report in Table 1 has been fairly and
               accurately presented. In addition, the plans shall deliver to the
               agency a certification by an agency approved independent auditor
               that the quality indicator data reported for the previous
               calendar year have been fairly and accurately presented before
               October 1. If a reporting due date falls on a weekend, the report
               will be due to the agency on the following Monday. The agency
               will furnish the plan with the appropriate reporting formats,
               instructions, submission timetables and technical assistance as
               required.

               The agency reserves the right to modify the reporting
               requirements to which the plan must adhere but will allow the
               plan 90 calendar days to complete the implementation, unless
               otherwise required by law. The agency shall provide the plan
               written notification of modified reporting requirements. The
               reporting requirements specifications are outlined in this
               section. Failure of the plan to submit required reports
               accurately and within the time frames specified may result in
               sanctions being levied.

               The agency is developing and will require encounter data
               reporting from the plan. The specification for these encounter
               data will be developed and provided to the plan in writing
               allowing an implementation period of at least 90 days. There will
               be three encounter data specifications; hospital inpatient
               encounters, physician encounters, and pharmacy encounters. The
               pharmacy encounter and hospital inpatient data are currently
               required in this contract and are subject to modification. The
               physician encounter data will be a new requirement which will
               replace the service utilization summary report. Each type of
               encounter data will require the following types of information:
               plan identification, patient identification, service provider
               identification, diagnostic and treatment information.

                                       78

<PAGE>

July 2002                                                  Medicaid HMO Contract

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

<TABLE>
<CAPTION>
MEDICAID HMO REPORTS REQUIRED BY AHCA
-----------------------------------------------------------------------------------------------------------------------------------
                                      LEVEL OF
        REPORT NAME                   ANALYSIS                   FREQUENCY                              SUBMISSION MEDIA
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                                    <C>
Enrollment, Disenrollment,       Location Level       Monthly                                Asynchronous Transfer to fiscal agent
and Cancellation Report for
Payment; Table 2

Medicaid HMO/PHP                 Location Level       Monthly, within 15 days                Electronic mail or diskette submission
Disenrollment Summary Table 3                         from the beginning of the
                                                      reporting month

Frail Elderly                    Location Level       Annually, due by June 1                Electronic mail or diskette submission
Disenrollment Summary

Newborn Payment                  Individual Level     Monthly.                               Electronic mail or diskette submission
Report Table 4

Service Utilization              Plan Level           Quarterly, within 45 days              Electronic mail or diskette submission
Summary Tables 5 and 6                                of end of reporting quarter

Grievance                        Individual Level     Quarterly, within 45 days              Electronic mail or diskette submission
Reporting Table 7                                     of end of reporting quarter

Inpatient Discharge              Individual Level     Quarterly, within 5 days from          Electronic mail or diskette submission
Report Table 8                                        the end of the reporting quarter

Pharmacy Encounter               Individual Level     Quarterly, within one month            Electronic mail or CD submission
Data Table 9                                          from the end of the quarter

Claims Inventory Summary         Plan Level           Quarterly, within 45 days of           Electronic mail of diskette submission
Report                                                the end of the reporting
                                                      quarter

Marketing Rep.                   Plan Level           Monthly, within 30 days from           Electronic mail or diskette
Report Table 10                                       the end of the reporting month         submission AHCA supplied spreadsheet
                                                                                             template

Provider Network                 Location Level       At least monthly                       Electronic submission to choice
Report Table 11                                                                              counseling contractor in format
                                                                                             specified by choice counseling
                                                                                             contractor

Child Health Check-Up            Plan Level           Annually, for previous federal         Electronic mail or diskette
Reporting Table 12                                    fiscal year (Oct-Sept) due by          submission of completed Child Health
                                                      January 15.                            Check-Up Reporting spreadsheet file

Child Health Check-Up            Plan Level           As required by Section 10.8.1 f.       Electronic mail or diskette
Reporting, Table 13                                   of this contract                       submission of completed
                                                                                             spreadsheet file

AHCA Quality                     Plan Level           Annually, for previous calendar        Electronic mail, CD ROM or diskette
Indicators                                            year, due October 1.                   submission

Frail/Elderly Care               Individual Level     Quarterly, within 45 days of           Electronic mail, CD ROM or diskette
Service Utilization                                   end of reporting quarter               submission
Report

Financial Reporting              Plan Level           Quarterly, within 45 days of           AHCA supplied spreadsheet template on
                                                      end of reporting quarter               diskette

Audited Financial Report         Plan Level           Annually, within 90 days of end        Electronic mail or diskette submission
                                                      of plan Fiscal Year

Minority Business                Individual Level     Monthly by the fifteenth               Electronic mail
Enterprise Contract
Reporting

Suspected Fraud Reporting        Plan Level

Behavioral Health:               Area 6 and Area 1    Monthly, within 15 days of the         Electronic mail or diskette
Allocation of Recipients.        Location Level       beginning of the reporting month       submission of completed
Targeted Case Management,                                                                    agency-supplied template
Grievance, and Critical
Incident Reporting

Behavioral Health: Service       Area 6 and Area 1    Quarterly, within 45 days of           Electronic mail or diskette
Utilization Detail and           Location Level and   the end of the quarter                 submission of completed
Summary                          Individual Level                                            agency-supplied template

Behavioral Health:               Area 6 and Area 1    Annually, due no later than April 1.   Electronic mail or diskette
Annual Expenditure               Plan Level                                                  submission of completed
Report                                                                                       agency-supplied template
</TABLE>

                                       79

<PAGE>

July 2002                                                  Medicaid HMO Contract

All plans must use the same naming convention for all submitted reports. Unless
otherwise noted, each report will have an 8-digit file name, constructed as
follows:

<TABLE>
     <S>                    <C>                  <C>
     Digit 1                Report Identifier    Indicates the report type. Use H for hospital
                                                 discharge data, G for grievance report, M for
                                                 Medicaid disenrollment, F for Frail Elder
                                                 Disenrollment, S for Service utilization, N
                                                 for Newborn payment, and P for Pharmacy data.

     Digits 2, 3, and 4     Plan Identifier      Indicates the specific plan submitting the data
                                                 by the use of 3 unique alpha digits. Comports to
                                                 the plan identifier used in exchanging data with
                                                 the enrollment broker.

     Digits 5 and 6         Year                 Indicates the year. For example, reports submitted
                                                 in 2002 should indicate 02.

     Digits 7 and 8         Time Period          For reports submitted on a quarterly basis, use
                                                 Q1, Q2, Q3 or Q4. For reports submitted monthly,
                                                 use the appropriate month, such as 01, 02, 03,
                                                 etc.
</TABLE>

DEFINITIONS FOR TABLE 1

1.   Level of Analysis:

          Individual Level: One record is required for each plan member who
          meets the report criteria.
          Location Level: One record is required for each county in which your
          plan has enrollment.
          Plan Level: One record is required for your entire plan.

2.   Submission Media

          Asynchronous Transfer to Fiscal Agent. The communications protocol and
          the file layout will be defined in the instruction for the report.

3.        Electronic mail or diskette submission. The file layout will be
          defined in the report instructions. All files must be dBASE III+
          compatible, unless otherwise noted. These files can be put on a
          diskette and mailed to the following address:

                    Agency for Health Care Administration
                    Bureau of Managed Health Care
                    Data Analysis Unit
                    Building 1, Room 337; Mail Stop Code #26
                    2727 Mahan Drive
                    Tallahassee, FL 32308

          OR
          Attached to an Internet e-mail message and electronically mailed to
          the Agency for Health Care Administration at the following address:

                    MMCDATA@FDHC.STATE.FL.US

          AHCA supplied spreadsheet templates on diskette. The agency will
          provide templates to the plans for financial and CHCUP reporting.
          These templates can be used with Excel spreadsheet applications. The
          spreadsheets are to be completed and the diskette mailed to the
          address indicated above or attached to an Internet e-mail message and
          electronically mailed to the Agency for Health Care Administration at
          the email address noted above. Financial reports only must be sent to
          the following e-mail address:

               MMCFIN@FDHC.STATE.FL.US

                                       80

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.1         ENROLLMENT, DISENROLLMENT, AND CANCELLATION REPORT FOR PAYMENT

               This report is to be submitted monthly to the Florida Medicaid
               fiscal agent. This report may only be submitted in a file of the
               structure defined below and transmitted asynchronously to the
               Medicaid fiscal agent using the communication protocol defined
               below. The plan is required to submit each month the data shown
               in Table 2 for every person who is to be involuntarily
               disenrolled (using an action code 2 transaction), or transferred
               to a different county of operation within the plan (using an
               action code 2 transaction with the old provider number county and
               an action code 1 with the new provider number county). Enrollment
               transactions should be submitted only by those entities that
               participate in the Frail/Elderly program, since all other
               enrollment transactions are completed by the agency-contracted
               enrollment broker. The plan shall also use this file to submit
               monthly the number of inpatient days paid by the plan during the
               previous month for each enrolled recipient. These transactions
               will be applied by the fiscal agent to the recipient eligibility
               file.

               The transfer file will be a fixed record length ASCII file (80
               bytes) to be transferred to the Medicaid fiscal agent. The file
               transfer protocol will be defined by the Medicaid fiscal agent.
               The fiscal agent is authorized to process the monthly enrollment
               input data by authorized plans only as an electronic transaction
               in which payment is generated for each member according to the
               established capitation rate. Around the 10th of each month the
               plan will receive the remittance invoice accompanied by a payment
               warrant. The amount of payment is determined by the number of
               members enrolled in each capitation category and any adjustments
               that may apply. Manual adjustments may be made as necessary for
               state-initiated enrollments or disenrollments.

           TABLE 2. FILE LAYOUT FOR MONTHLY ENROLLMENT, DISENROLLMENT,
                       AND CANCELLATION REPORT FOR PAYMENT

MONTHLY ENROLLMENT, DISENROLLMENT, AND CANCELLATION REPORT FOR PAYMENT FILE
SPECIFICATION

<TABLE>
<CAPTION>
                                                 FIELD                             START           END          CHARACTER
DATA ELEMENT                                     NAME                 LENGTH       COLUMN         COLUMN        OR NUMERIC
--------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                             <C>           <C>           <C>             <C>
0=cap update, l=enrollment,            Action Code                      1             1             1              N
2=disenrollment, 3=cancellation
7=unable to locate

Valid 9 digit provider number          Provider Number                  9             2            10              N

Valid 10 digit Medicaid recipient      Recipient Medicaid              10            11            20              N
I.D. number                            Number

Recipient's last name                  Recipient Last Name             12            21            32              C

Recipient's first name                 Recipient First Name             9            33            41              C

Recipient's date of birth              Recipient Date of Birth -        8            42            49              N
(MMDDYYYY)                             MMDDYYYY

HMO/PHP assigned recipient I.D.        HMO Recipient ID                 9            50            58              C

HMO location, assigned by plan         HMO Location                    10            59            68              C

Fiscal year identifier, used to        HMO Fiscal Year                  1            69            69              C
represent the fiscal year to which     Identifier
action code 0 information pertains.
Cap limits are reinstated at the
beginning of the state fiscal year.
therefore enter the last digit of
the year corresponding to the first
half of the fiscal year in which
inpatient days were utilized,(e.g.
For the 2002-2003 fiscal year enter
2. For the 2003 - 2004 fiscal year
enter 3.)

Number of inpatient days being         CAP HMO Units Used-              3            70            72              N
</TABLE>

                                       81

<PAGE>

July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>                                    <C>                              <C>          <C>           <C>             <C>
reported via action code 0 (cap        Input
update). Must be right justified in
field.

Inactive field, zero fill              Filler                           4            73            76              C

Transaction date (MMYY) This should    HMO Transaction Date-            4            77            80              C
reflect the date the transaction       MMYY
will be effective. Must be the
month following the submission of
the file.
</TABLE>

                                       82

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.2         MEDICAID HMO DISENROLLMENT SUMMARY(M***YYMM.dbf)

               This report provides a uniform means of reporting each HMO's
               monthly involuntary disenrollments. The report is required to
               enable the agency to assess the reasons for each HMO and to
               assure that members are disenrolled in compliance with contract
               guidelines.

               The plan will submit one record per location (unique 9 digit
               Medicaid provider number) in the M***YYMM.dbf file format.

               The plan will submit this report monthly, by the 15th day of the
               month being reported. The M***YYMM.dbf file will be submitted to
               the agency via Internet e-Mail to MMCDATA@FDHC.STATE.FL.US or on
               a high density 3.5" diskette (IBM compatible, 1.44 Mb)
               received by the due date at the address given in Section 60.2.

               Agency staff will perform site reviews of disenrollee files to
               assess the accuracy of these reports and to review the
               documentation of reasons for disenrollment. These reviews will
               include a review of disenrollment due to patient deaths and
               disenrollments for reasons reported as other.

TABLE 3. FILE LAYOUT FOR MEDICAID HMO DISENROLLMENT SUMMARY REPORTING FILE

<TABLE>
<CAPTION>
FIELD NAME                              DESCRIPTION                                 TYPE       WIDTH
----------------------------------------------------------------------------------------------------
<S>          <C>                                                                 <C>             <C>
 PLAN ID     9 digit provider code (includes 2 digit location)                   Character       9

FROM DATE    The beginning date of the reporting period                             Date         8

 TO DATE     The ending date of the reporting period                                Date         8

    I1       Missed 3 consecutive appointments in continuous 6 month period       Numeric        7

    I2       Moved out of service area                                            Numeric        7

    I3       Admitted to long term care facility                                  Numeric        7

    I4       Fraudulent use of Medicaid or plan ID card                           Numeric        7

    I5       Death of enrollee                                                    Numeric        7

    I6       Loss of Medicaid eligibility                                         Numeric        7

    I7       Resident of state hospital or correctional institution               Numeric        7

    I8       Unable to locate                                                     Numeric        7

    I9       Resident of an ICF/DD                                                Numeric        7

   I10       Hospice                                                              Numeric        7

   I11       Participants of the Project AIDS Care waiver program                 Numeric        7

   I12       Participants of the assisted living waiver                           Numeric        7

   I13       Residents of a prescribed pediatric extended care center             Numeric        7

   I14       Members of the Florida Assertive Community Treatment Team (FACT)     Numeric        7

   I15       Enrolled in Medicare HMO                                             Numeric        7

   I16       Major medical third party coverage                                   Numeric        7

   I17       Enrolled in + receiving services through Children's Med. Services.   Numeric        7

   I18       Admission to a DJJ residential commitment program/facility           Numeric        7
</TABLE>

                                       83

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.3         FRAIL/ELDERLY ANNUAL DISENROLLMENT SUMMARY REPORT (E***YY06.dbf)

               This report provides a uniform means of reporting disenrollments
               from the frail/elderly program.

               The plan will submit one record per location (unique 9 digit
               Medicaid provider number) in the F***YY06.dbf file format
               defined in this section.

               The plan will submit this report annually, by June 1. The file
               will be submitted to the agency via Internet e-Mail to MMCDA
               TA@FDHC.STATE.FL.US or on a high density 3.5" diskette (IBM
               compatible, 1.44 Mb) received by the due date at the address
               given in Section 60.2.

               Agency staff will perform site reviews of disenrollee files to
               assess the accuracy of these reports and to review the
               documentation of reasons for disenrollment. These reviews will
               include a review of disenrollment due to patient deaths and
               disenrollments for reasons reported as other.

FILE LAYOUT FOR FRAIL/ELDERLY DISENROLLMENT SUMMARY REPORTING FILE

<TABLE>
<CAPTION>
FIELD NAME                            DESCRIPTION                                TYPE      WIDTH
------------------------------------------------------------------------------------------------
<S>          <C>                                                              <C>            <C>
 PLAN ID     9 digit provider code (includes 2 digit location)                Character      9

FROM DATE    The beginning date of the reporting period (mm/dd/yy)               Date        8

 TO DATE     The ending date of the reporting period (mm/dd/yy)                  Date        8

    V1       Expects to move                                                   Numeric       7

    V2       Wishes to see private M.D, or practitioner, or attend another
             clinic                                                            Numeric       7

    V3       Dissatisfied with plan policies or procedures                     Numeric       7

    V4       Enrolled/Enrolling in MediPass                                    Numeric       7

    V5       Marketing representative complaint or misrepresentation of plan   Numeric       7

    V6       Enrolled/Enrolling in other Medicaid HMO                          Numeric       7

    V7       Other Voluntary                                                   Numeric       7

    V8       Participants of the Assistive Care Services Program               Numeric       7

    I1       Missed 3 consecutive appointments in continuous 6 month period    Numeric       7

    I2       Moved out of service area                                         Numeric       7

    I3       Admitted to long term care facility                               Numeric       7

    I4       Fraudulent use of Medicaid or plan ID card                        Numeric       7

    I5       Death of enrollee                                                 Numeric       7

    I6       Loss of Medicaid eligibility                                      Numeric       7

    I7       Other involuntary                                                 Numeric       7

    I9       Resident of an ICF/DD                                             Numeric       7

   I10       Hospice                                                           Numeric       7

   I11       Participants of the Project AIDS Care waiver program              Numeric       7

   I12       Participants of the Assisted Living Waiver                        Numeric       7

   I14       Members of the Florida Assertive Community Treatment Team         Numeric       7
             (FACT)

   I15       Enrolled in Medicare HMO                                          Numeric       7

   I16       Major medical third party coverage                                Numeric       7
</TABLE>

                                       84

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.4         NEWBORN PAYMENT REPORT (N***YYMM.dbf)

               This electronic report facilitates monthly reporting of those
               newborns who meet the following conditions: Newborns who were not
               identified through the unborn assignment process and are the
               newborn children of a mother enrolled in a Medicaid health
               maintenance organization.

               This report serves as a request for payment of capitation for the
               birth month of newborns born to mothers enrolled in the plan who
               were not identified through the unborn assignment process. In
               addition, this report facilitates capitation payment for those
               newborns not enrolled through the choice counseling contractor in
               the month following birth and, possibly, the second month
               following birth. This report is NOT part of the enrollment
               process; however, it acts as documentation for newborns that the
               plan was unable to enroll through the unborn assignment process.
               The plan is expected to encourage the mother to contact the
               choice counseling contractor to enroll the newborn through the
               regular enrollment process.

               Each newborn shall appear on only one Newborn Payment Report and
               shall not be included unless the required report elements are
               provided. In all instances the request for payment must be
               received within 15 months from the newborn's birth month. Payment
               is allowed for the newborn's birth month regardless of when the
               birth occurs during the month. The plan shall submit this
               information to the agency in the required dbf format or payment
               will not be made. This report may be electronically mailed to the
               agency or copied on a 3.5" diskette and mailed to the agency.

TABLE 4. FILE STRUCTURE FOR NEWBORN PAYMENT REPORT

<TABLE>
<CAPTION>
FIELD NAME   FIELD TYPE   WIDTH    DEC    SPECIAL INSTRUCTIONS
-------------------------------------------------------------------------------------------------
<S>          <C>             <C>   <C>    <C>
Plan_id      Character        9           The provider ID number must be recipient-specific.
                                          Thus, a single newborn payment report may contain
                                          many different provider numbers.

Plan name    Character       20

Baby_lname   Character       20           Newborn's Last Name

Baby_fname   Character       15           Newborn's First Name

Baby_m       Character        1           Newborn's Middle Initial. Providing this information is
                                          optional, though the structure of the file submitted
                                          must contain this field.

Baby_id      Character       10           Newborn's 10-digit Medicaid Recipient ID Number. The ID
                                          must be valid or the requested payment will not be
                                          made.

Baby_dob     Date             8           Newborn's date of birth. Must be in mm/dd/yy format.
                                          Though century is not indicated in the file, when the
                                          century is "set on" in a database file, the accurate
                                          century must be reflected or the file will be returned
                                          unpaid.

Mom_lname    Character       20           Mother's Last Name

Mom_fname    Character       15           Mother's First Name

Mom_m        Character        1           Mother's Middle Initial. Providing this information is
                                          optional, though the structure of the file submitted
                                          must contain this field.

Mom_id       Character       10           Newborn's 10-digit Medicaid Recipient ID Number. The ID
                                          must be valid or the requested payment will not be
                                          made.

City         Character       15           Mother's City of Residence

Zip          Character        9           Mother's 9-digit Postal Zip Code (5-digit zip codes
                                          will be accepted.)

Dos1         Date             8           First day of the first month of service provision to
                                          the newborn. Must be in mm/dd/yy format. DOS1 must be
                                          the first day of the month of the baby birth or
                                          payment
</TABLE>

                                       85

<PAGE>

July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>          <C>              <C>   <C>   <C>
                                          will not be made. Though century is not indicated in
                                          the file, when the century is "set on" in a database
                                          file, the accurate century must be reflected or the
                                          file will be returned unpaid.

Dos2         Date             8           First day of the second month of service provision to
                                          the newborn. Requests for capitation for Dos2 will be
                                          accepted only if a request is also made for payment of
                                          Dos 1. Must be in mm/dd/yy format. Though century is
                                          not indicated in the file, when the century is set on
                                          in a database file, the accurate century must be
                                          reflected or the file will be returned unpaid.

Dos3         Date             8           First day of the third month of service provision to
                                          the newborn. Requests for capitation for Dos3 will be
                                          accepted only if a request is also made for payment of
                                          Dos2. Must be in mm/dd/yy format. Though century is
                                          not indicated in the file, when the century is set on
                                          in a database file, the accurate century must be
                                          reflected or the file will be returned unpaid.

Rl           Numeric          7     2     The plan's established capitation amount to be paid
                                          based on the newborn's location for the month and
                                          fiscal year of the first month of life.

R2           Numeric          7     2     The plan's established capitation amount to be paid
                                          based on the newborn's location for the month and
                                          fiscal year of the second month of life.

R3           Numeric          7     2     The plan's established capitation amount to be paid
                                          based on the newborn's location for the month and
                                          fiscal year of the third month of life.

Amount       Numeric          7     2     Total capitation amount requested.
</TABLE>

60.2.5         SERVICE UTILIZATION SUMMARY (S***YYQ*.dbf)

               The plan will submit service utilization reports to the agency in
               the format defined below. This data includes services provided to
               MediKids members. This report is due within 45 calendar days
               after the end of the quarter being reported. For reporting
               purposes, calendar year quarters end as follows: Quarter 1,
               March; Quarter 2, June; Quarter 3, September; Quarter 4,
               December.. The agency reserves the right to modify information
               and format.
               The plan will submit quarterly service utilization reports in the
               format of the dBASE III+ compatible file (S***YYQ*. dbf) defined
               below.

               1.   Medicaid ID: The 7 digit Medicaid provider number for a
                    Medicaid contracted plan.

               2.   Report Type: Fill in the field rept_type with the value SUT
                    to indicate the service utilization report.

               3.   Reporting Period: Complete the from_date and to_date fields
                    with the beginning and ending dates of the quarter you are
                    reporting. All date fields must be completed in traditional
                    dbf format of mm/dd/yy.

               4.   Service Utilization Measures:

                    Each Service Utilization measure described below will be
                    reported by recipient eligibility category as defined on
                    Table 5. These categories are AFDC related (AFDC, foster
                    care, SOBRA). SSI with no Medicare, SSI with Medicare part
                    B, SSI with Medicare part A and B, and persons served under
                    the Frail Elderly program.

                    A)   Hospital Inpatient (Days): Enrollee inpatient days
                         provided in the quarter. Do not report the number of
                         stays or visits.
                    B)   Emergency Center (Visits): Enrollee visits emergency
                         centers (e.g. hospital emergency rooms and emergency
                         clinics).

                                       86

<PAGE>

July 2002                                                  Medicaid HMO Contract

                    C)   Physician Office (Visits): Enrollee visits to
                         physician's offices (e.g., primary or specialty care
                         by medical doctor or doctor of osteopathic medicine).
                    D)   Non-Physician Office (Visits): Enrollee visits to
                         non-physicians offices for a variety of treatment
                         reasons, modalities and services, including: Physicians
                         Assistant; Advanced Registered Nurse Practitioner.
                    E)   Prescribed Medicine: Enter the number of prescriptions.
                         If a prescription is refillable, each refill is counted
                         separately. Include all services for which the plan
                         paid, whether provided in house, contracted, or
                         community pharmacies.
                    F)   Nursing Home Days: Enter the number of nursing home
                         days experienced by plan enrollees. Do not enter the
                         number of stays or visits.
                    G)   Live Births: Number of children born to members of your
                         health plan.
                    H)   Outpatient Center (Visits): Enrollee visits to
                         outpatient centers (e.g. hospital outpatient agencies,
                         ambulatory surgery centers and diagnostic centers).
                    I)   Community Mental Health Services: Number of Community
                         Mental Health Services provided by your plan to
                         enrollees in your Medicaid contracted plan. These
                         services include procedure codes 90801, 90825, 90843,
                         90844, 90853, 90862, 90887, 99214, W1023, W1027, W1044,
                         W1046, W1058, W1059, W1060, W1061, W1064, W1067 through
                         W1075.
                    J)   Targeted Case Management Services: Number of mental
                         health targeted case management services provided by
                         your plan. Included services are: mental health case
                         management for children under 18 (Medicaid procedure
                         code W9891), mental health case management for adults
                         (W9892), intensive team mental health case management
                         (W9899).
                    K)   Transportation Services: Number of trips provided by
                         your plan to plan enrollees. Count a round trip as two
                         trips.
                    L)   Dental Services (if covered): Number of Dental Services
                         provided by your plan to your plan members. Report all
                         dental categories of service (D0100-D9999) provided.
                         These services comprise CPT codes 10060 through 99285.
                    M)   Total Enrollee Months: The number multiplied by the
                         number of months served during the quarter. For
                         example, if a person is enrolled in your plan for the
                         entire quarter, then that corresponds to 3 months
                         multiplied by 1 enrollee, that is a 3 enrollee months.
                         This information can be obtained by summing the
                         enrollee months for the quarter by eligibility category
                         from the summary page of each month's final HMO Ongoing
                         Report.

                                       87

<PAGE>

July 2002                                                  Medicaid HMO Contract

    TABLE 5. FIELD NAMES FOR SERVICE UTILIZATION SUMMARY FILE (S***YYQ*.dbf)

HMO SERVICE UTILIZATION REPORT LAYOUT

MEDICAID ID: PLAN ID REPT TYPE: SUT REPORTING PERIOD: From FROM DATE to TO DATE

<TABLE>
<CAPTION>
                   UTILIZATION MEASURES                                                    ELIGIBILITY CATEGORIES
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          SSI - PART
                                                              AFDC / FOSTER    SSI - NO    SSI - PART B      A&B         FRAIL
SERVICES                    UNIT OF MEASURE                    CARE/SOBRA      MEDICARE     MEDICARE       MEDICARE     ELDERLY
-------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                  <C>            <C>          <C>          <C>           <C>
Hospital Inpatient          Days                                 AFDC_HI        SSI_HI       SSIB_HI      SSIAB_HI      FE_HI

Emergency Center            Visits                               AFDC_EC        SSI_EC       SS1B_EC      SSIAB_EC      FE_EC

Physician Office            Visits                               AFDC_PO        SSI_PO       SSIB_PO      SSIAB_PO      FE_PO

Non-Physician Office        Visits                               AFDC_NO        SSI_NO       SSIB_NO      SSIAB_NO      FE_NO

Prescribed Medicines        Number of Prescriptions              AFDC_RX        SSI_RX       SSIB_RX      SSIAB_RX      FE_RX

Nursing Home                Days                                 AFDC_NH        SSI_NH       SSIB_NH      SSIAB_NH      FE_NH

Live Births                 Number of Births                     AFDC_LB        SSI_LB       SSIB_LB      SSIAB_LB      FE_LB

Outpatient Ambulatory       Number of Outpatient Surgeries       AFDC_AS        SSI_AS       SSIB_AS      SSIAB_AS      FE_AS
Surgeries

Community Mental Health     Number of Community Mental           AFDC_MH        SSI_MH       SSIB_MH      SSIAB_MH      FE_MH
Services                    Health Services

Targeted Case Management    Number of Targeted Case              AFDC_CM        SSI_CM       SSIB_CM      SSIAB_CM      FE_CM
Services                    Management Services

Transportation Services     Number of Trips                      AFDC_TR        SSI_TR       SSIB_TR      SSIAB_TR      FE_TR

Dental Services             Number of Services Provided          AFDC_DN        SSI_DN       SSIB_DN      SSIAB_DN      FE_DN

Total Enrollee Months                                            AFDC_EM        SSI_EM       SSIB_EM      SSIAB_EM      FE_EM
</TABLE>

                                       88

<PAGE>

July 2002                                                  Medicaid HMO Contract

        TABLE 6. STRUCTURE FOR SERVICE UTILIZATION SUMMARY REPORTING FILE
                                (S***YYQ*.DBF)

<TABLE>
<CAPTION>
FIELD  FIELD NAME     TYPE        WIDTH   FIELD    FIELD NAME    TYPE       WIDTH     FIELD   FIELD NAME       TYPE          WIDTH
----------------------------------------------------------------------------------------------------------------------------------
  <S>  <C>            <C>           <C>      <C>   <C>           <C>           <C>      <C>   <C>              <C>             <C>
  1    PLAN_ID        Character     7        24    FE_NO         Numeric       9        47    SSIB_MH          Numeric         9

  2    FROM_DATE      Date          8        25    AFDC_RX       Numeric       9        48    SSIAB_MH         Numeric         9

  3    TO_DATE        Date          8        26    SSI_RX        Numeric       9        49    FE_MH            Numeric         9

  4    REPT_TYPE      Character     5        27    SSIB_RX       Numeric       9        50    AFDC_CM          Numeric         9

  5    AFDC_HI        Numeric       9        28    SSIAB_RX      Numeric       9        51    SSI_CM           Numeric         9

  6    SSI_HI         Numeric       9        29    FE_RX         Numeric       9        52    SSIB_CM          Numeric         9

  7    SSIB_HI        Numeric       9        30    AFDC_NH       Numeric       9        53    SSIAB_CM         Numeric         9

  8    SSIAB_HI       Numeric       9        31    SSI_NH        Numeric       9        54    FE_CM            Numeric         9

  9    FE_HI          Numeric       9        32    SSIB_NH       Numeric       9        55    AFDC_TR          Numeric         9

  10   AFDC_EC        Numeric       9        33    SSIAB_NH      Numeric       9        56    SSI_TR           Numeric         9

  11   SSI_EC         Numeric       9        34    FE_NH         Numeric       9        57    SSIB_TR          Numeric         9

  12   SSIB_EC        Numeric       9        35    AFDC_LB       Numeric       9        58    SSIAB_TR         Numeric         9

  13   SSIAB_EC       Numeric       9        36    SSI_LB        Numeric       9        59    FE_TR            Numeric         9

  14   FE_EC          Numeric       9        37    SSIB_LB       Numeric       9        60    AFDC_DN          Numeric         9

  15   AFDC_PO        Numeric       9        38    SSIAB_LB      Numeric       9        61    SSI_DN           Numeric         9

  16   SSI_PO         Numeric       9        39    FE_LB         Numeric       9        62    SSIB_DN          Numeric         9

  17   SSIB_PO        Numeric       9        40    AFDC_AS       Numeric       9        63    SSIAB_DN         Numeric         9

  18   SSIAB_PO       Numeric       9        41    SSI_AS        Numeric       9        64    FE_DN            Numeric         9

  19   FE_PO          Numeric       9        42    SSIB_AS       Numeric       9        65    AFDC_EM          Numeric         9

  20   AFDC_NO        Numeric       9        43    SSIAB_AS      Numeric       9        66    SSI_EM           Numeric         9

  21   SSI_NO         Numeric       9        44    FE_AS         Numeric       9        67    SSIB_EM          Numeric         9

  22   SSIB_NO        Numeric       9        45    AFDC_MH       Numeric       9        68    SSIAB_EM         Numeric         9

  23   SSIAB_NO       Numeric       9        46    SSI_MH        Numeric       9        69    FE_EM            Numeric         9
</TABLE>

                                       89

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.6         GRIEVANCE REPORT (G***YYQ*.dbf)

               The Grievance Report provides the agency with detailed
               information about the plan's ability to handle member grievances
               through its internal grievance process. Please refer to Section
               100.0 of this contract for the definitions of grievances and
               complaints.

               The G*** YYQ*.dbf file will be submitted to the Agency for
               Health Care Administration via Internet e-Mail to MMCDATA@FDHC.
               STATE.FL.US or on a high density 3.5" diskette (IBM
               compatible, 1.44 Mb) received within 45 calendar days following
               the end of the reported quarter. A grievance report must be
               submitted each quarter by each plan. If no new grievances have
               arisen in any counties of plan operation, or if the status of an
               unresolved grievance has not changed to 'Resolved,' please
               submit one record only. This record must contain the PLAN_ID
               field only, with the first 7 digits of the 9-digit Medicaid
               provider number.

TABLE 7. STRUCTURE FOR GRIEVANCE REPORTING FILE

<TABLE>
<CAPTION>
   FIELD NAME:       TYPE         WIDTH                                  DESCRIPTION
-----------------------------------------------------------------------------------------------------------------
<S>                <C>               <C>   <C>
PLAN ID            Character         9     Your nine digit Medicaid provider number.

RECIP_ID           Character         9     The recipient's 9 digit Medicaid ID number

LAST_NAME          Character         15    The recipient's last name

FIRST_NAME         Character         15    The recipient's first name

MID_INIT           Character         1     The recipient's middle initial

COMP_DATE          Date              8     The date of the grievance

EXPED_REQ          Character         1     Indicate whether or not the grievance was an expedited
                                           request Y = Yes                    N = No

GRV_TYPE           Character         1     Indicate whether the grievance is related to a behavioral
                                           health service Y = Yes             N = No

COMP_TYPE          Numeric           2     The type of grievance:
                                           1. Quality of Care                 9. Enrollment/Disenrollment
                                           2. Access to Care                 10. Termination of Contract
                                           3. Emergency Services             11. Services after termination
                                           4. Not Medically Necessary        12. Unauthorized out of plan svcs
                                           5. Pre-Existing Condition         13. Unauthorized in-plan svcs
                                           6. Excluded Benefit               14. Benefits available in plan
                                           7. Billing Dispute                15. Experimental/Investigational
                                           8. Contract Interpretation        16. Other

DISP_DATE          Date              8     The date of the disposition (mm/dd/yy)

DISP               Numeric           2     The disposition of the grievance:
                                           1. Referral made to specialist    10. In HMO Grievance Process
                                           2. PCP Appointment made           11. Referred to Area Office
                                           3. Bill Paid                      12. Member sent OLC form
                                           4. Procedure scheduled            13. Lost contact with member
                                           5. Reassigned PCP                 14. Hospitalized / Institutionalized
                                           6. Reassigned Center              15. Confirmed original decision
                                           7. Disenrolled Self               16. Reinstated in HMO
                                           8. Disenrolled by plan            17. Other
                                           9. In HMO QA Review

DISP_STAT          Character         1     R = Resolved                      U = Unresolved
                                           Note: Any grievance reported as unresolved must be reported again
                                           when resolved. Grievances that are resolved in the quarter prior to
                                           reporting should be reported for the first time as resolved.
</TABLE>

                                       90

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.7         INPATIENT DISCHARGE REPORT (H***YYQ*.dbf)

               The Inpatient Discharge Report provides the agency with detailed
               hospital inpatient utilization information. This includes general
               acute care and inpatient psychiatric services.

               A DBF file with the following record layout will be submitted to
               the Agency for Health Care Administration via Internet e-mail to
               MMCDATA@FDHC.STATE.FL.US or on a high density 3.5" diskette
               (IBM compatible, 1.44 Mb) quarterly within 30 calendar days
               following the end of the reported quarter. Additionally, the plan
               must submit to the fiscal agent monthly the number of inpatient
               days used by an enrollee and paid by the plan as described in
               Section 60.2.1, Enrollment, Disenrollment, and Cancellation
               Report for Payment.

TABLE 8. STRUCTURE FOR INPATIENT DISCHARGE REPORTING FILE

<TABLE>
<CAPTION>
  FIELD NAME      TYPE       WIDTH                      DESCRIPTION
-------------------------------------------------------------------------------------
<S>             <C>           <C>    <C>
PLAN_ID         Character      9     9 Digit Medicaid provider number of health plan

RECIP_ID        Character      9     9 Digit Medicaid ID number of plan member

RECIP_LAST      Character     20     Last name of plan member

RECIP_FIRS      Character     10     First name of plan member

RECIP_DOB       Date           8     Plan member's date of birth

HOSP_ID         Character      9     Medicaid ID Number of admitting hospital

HOSP_NAME       Character     50     Optional Field if ID not on agency-supplied list

ADMIT           Date           8     Date of Admission

DISCH           Date           8     Date of Discharge

ADMIT_TYPE      Character      1     Indicates the Type of Admission.
                                      l=General Acute Care
                                      2=Inpatient Psych

TPL             Numeric        5     Amount paid by third party (whole dollars)

DIAGI           Character      7     Primary ICD-9 Diagnosis

DIAG2           Character      7     Secondary ICD-9 Diagnosis (if applicable)

DIAG3           Character      7     Tertiary ICD-9 Diagnosis (if applicable)
</TABLE>

60.2.8         PHARMACY ENCOUNTER DATA (P***YYQ*.dbf)

               A Pharmacy encounter record in the format defined in the table
               found below will be submitted for each prescription paid for by
               your plan on behalf of a Medicaid enrollee. These records will be
               submitted to the agency quarterly within one month following the
               end of the quarter being reported. The file will be a dbf file
               with one record per prescription transferred to the agency. Files
               less than 10,000KB may be transmitted via Internet e-Mail to
               MMCDATA@FDHC.STATE.FL.US. Files larger than 10,000KB must be
               written to CD and mailed to the agency.

                                       91

<PAGE>

July 2002                                                  Medicaid HMO Contract

TABLE 9. STRUCTURE FOR PHARMACY ENCOUNTER DATA

<TABLE>
<CAPTION>
FIELD NAME    WIDTH  TYPE                            DESCRIPTION
----------------------------------------------------------------------------------------
<S>            <C>   <C>          <C>     <C>        <C>
RECIP_ID        9    Character                       Medicaid Identification Number of
                                                     Recipient. (No check Digit)

NDC            11    Character                       National Drug Code identification
                                                     Number of the Dispensed
                                                     Medication

QUANT           8    Numeric                         Quantity of Drug Dispensed

DOS            10    Character                       Date of service mm/dd/yy

REP_MON

HMO_ID          9    Character                       9 digit Medicaid provider number

RX_NUM          7    Character                       Prescription Identification Number

DEA             9    Character                       9 digit DEA number or plan assigned
                                                     unique physician identifier.

PHARM_ID        7    Character                       7 Character National Association
                                                     of Boards of Pharmacy Number (NABP)
</TABLE>

60.2.9         MARKETING REPRESENTATIVE REPORT (R***YYMM.xls)

               The plan shall be required to register each marketing
               representative with the agency as outlined in Section 30.3,
               Marketing Representatives. The R***YYMM.xls file will be
               submitted within five days of the reporting month to the agency
               at the following e-mail address: millerw@fdhc.statefl.us. The
               agency-supplied spreadsheet template must be used. This template
               contains the following data elements:

               TABLE 10: REQUIRED INFORMATION FOR MARKETING REPRESENTATIVE
                         REPORT TEMPLATE()

                    Plan Information        Marketing Representative Information

                    Plan Name               Last Name

                    Address                 First Name

                    Contact Person          DOI License Number

                    Phone                   Address

                    Fax                     City

                    Email Address           State

                                            Zip

                                            Office Phone

                                            Cell Phone

                                            Last HMO Employer

60.2.10        PROVIDER NETWORK REPORT

               The agency shall collect provider network information from the
               Medicaid contracted HMO's. The plan shall submit to the
               enrollment and disenrollment services contractor, via FTP, the
               plan's provider directory for each county on at least a monthly
               basis, and in the format described below. Data rules and
               definitions pertaining to the report are available through the
               agency or the enrollment and disenrollment services contractor.
               The agency reserves the right to collect provider network
               information from the plans quarterly, in an agency specified
               format for regulatory and evaluative purposes, if the information
               is not available through the choice counselor.

               The file is an ASCII flat file and is a complete refresh of the
               provider information. The file may be submitted either by the
               Monday preceding the choice counseling contractor's Wednesday
               enrollment cutoff

                                       92

<PAGE>

July 2002                                                  Medicaid HMO Contract

               or on the third business day before the last business day of the
               month. If the Monday falls on a holiday, the file is due to the
               choice counseling contractor the Friday prior to the holiday.
               Provider files will be available to the counselors two to three
               business days after the submission deadline.

TABLE 11. FILE LAYOUT FOR MEDICAID HMO PROVIDER NETWORKS

<TABLE>
<CAPTION>
                              Field    Required
Field Name                    Length   Field         Field Format   BESST TABLE       BESST Field
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>           <C>            <C>               <C>
Plan Code                     9        X             alpha          Provider          BnHMONum

Provider Type                 1        X             alpha          Provider          BnProviderType

Plan Provider Number          15       X             alpha          Provider          BnProviderNum

Group Affiliation             15                     alpha          Provider          BnGroupAffiliation

SSN or FEIN                   9        X             alpha          Provider          BnSSN

Provider last name            30       X             alpha          Provider          BnProviderLName

Provider first name           30       X             alpha          Provider          BnProviderFName

Address line 1                30       X             alpha          Provider          BnAddress1

Address line 2                30                     alpha          Provider          BnAddress2

City                          30       X             alpha          Provider          BnCity

Zip Code                      9        X             numeric        Provider          BnZipcode

Phone area code               3                      numeric        Provider          BnPhoneArea

Phone number                  7                      numeric        Provider          BnPhone

Phone extension               4                      numeric        Provider          BnPhoneExt

Sex                           1                      alpha          Provider          BnSex

PCP Indicator                 1        X             alpha          Provider          BnPCPInd

Provider Limitation           1        Required      alpha          Provider          Bnproviderlimitation,
                                       if PCP
                                       Indicator
                                       = P

HMO/MediPass Indicator        1        X             alpha          Provider          BnHMOMediPassInd

Evening hours                 1                      alpha          Provider          BnEveningHours

Saturday hours                1                      alpha          Provider          BnSaturdayHours

Age restrictions              20                     alpha          Provider          BnAgeRestriction

Primary Specialty             3        Required      numeric        Provider          BnSpecialtyl
                                       if Provider
                                       Type = P or
                                       I

Specialty 2                   3                      numeric        Provider          BnSpecialty2

Specialty 3                   3                      numeric        Provider          BnSpecialty3

Language 1                    2                      numeric        Provider          BnLanquagel

Language 2                    2                      numeric        Provider          BnLanquage2

Language 3                    2                      numeric        Provider          BnLanquage3

Hospital Affiliation 1        9                      numeric        Provider          BnHospitall

Hospital Affiliation 2        9                      numeric        Provider          BnHospital2

Hospital Affiliation 3        9                      numeric        Provider          BnHospital3

Hospital Affiliation 4        9                      numeric        Provider          BnHospital4

Hospital Affiliation 5        9                      numeric        Provider          BnHospital5

Wheel Chair Access            1                      alpha          Provider          BnWheelChairAccess

# Recipients                  4        X             numeric        Provider          BnNumRecipient, This field
                                                                                       will only have a value if
                                                                                       the PCP Indicator = P.
</TABLE>

                                       93

<PAGE>

July 2002                                                  Medicaid HMO Contract

Trailer Record
The trailer record is used to balance the number of records received with the
number loaded on BESST. The data from the Trailer Record is not loaded on BESST.

RECORD LENGTH: 76

                        Field      Field
Filed Name              Length     Format      Values
------------------------------------------------------------------------------
Trailer Record Text     36         Alpha       'TRAILER RECORD DATA'

Record Count            7          Numeric     Total number of records on file
                                               excluding the trailer record
                                               (right justified, zero filled)

System Process date     8          Alpha       Mmddyyyy

Filler                  25

                                       94

<PAGE>

July 2002                                                  Medicaid HMO Contract

60.2.11        CHILD HEALTH CHECK-UP REPORTING

               This annual EPSDT report provides basic information on
               participation in the Medicaid Child Health Check-Up program. The
               information is used to comply with Federal EPSDT reporting
               requirements and allows the state to assess the effectiveness of
               EPSDT programs operated by the plans. Child health screening
               services are defined for purposes of reporting on this form as
               initial or periodic screens required to be provided according to
               Florida's screening periodicity schedule.

               This report is due by the January 15th following the end of the
               reporting period. The reporting period is from October 1 through
               September 30. For example, the report covering October 1, 2002
               through September 30, 2002 will be due on or before January 2003.
               A reporting template will be provided with all formulas entered.
               The method of calculation is provided in the detailed
               instructions below for your information. By October 1 of the
               following year, the plans shall deliver to the agency a
               certification by an agency approved independent auditor that the
               child health checkup data have been fairly and accurately
               presented.

               Detailed Instructions - For each of the following line items,
               report total counts by the age groups indicated. In cases where
               calculations are necessary, perform separate calculations for the
               total column and each age group. Report age based upon the
               child's age as of September 30 of the Federal fiscal year.

               Medicaid Provider ID Number - Enter the plan's seven digit
               Medicaid Provider ID number

               Plan Name. Enter the name of Your Health Plan.

               Fiscal Year. Enter the federal fiscal year being reported.
               Example October 1, 2001 - September 30, 2002 is Federal Fiscal
               year 2001-2002.

               Line 1 - Total Individuals Eligible for EPSDT - Enter the total
               unduplicated number of all individuals under the age of 21
               enrolled in your plan, distributed by age and by basis of
               Medicaid eligibility. Unduplicated means that an eligible person
               is reported only once although he or she may have had more than
               one period of eligibility during the year. Medicaid-eligible
               individuals under age 21 are considered eligible for EPSDT
               services, regardless of whether they have been informed about the
               availability of EPSDT services or whether they accept EPSDT
               services at the time of informing.

               Line 2a - State Periodicity Schedule - Given.

               Line 2b - Number of Years in Age Group - Given

               Line 2c - Annualized State Periodicity Schedule - Given

               Line 3a - Total Months Eligibility - Enter the total months of
               eligibility for the individuals in each age group in line 1
               during the reporting year.

               Line 3b - Average Period of Eligibility - Calculated by dividing
               the total months of eligibility by line 1. Divide that number by
               12 and enter the quotient. This number represents the portion of
               the year that individuals remain Medicaid eligible during the
               reporting year, regardless of whether eligibility was maintained
               continuously.

               Line 4 - Expected Number of Screenings per Eligible Multiplied -
               Calculated by multiplying line 2c by line 3b. Enter the product.
               This number reflects the expected number of initial or periodic
               screenings per child per year based on the number required by the
               state-specific periodicity schedule and the average period of
               eligibility.

               Line 5 - Expected Number of Screenings - Calculated by
               multiplying line 4 by line 1. Enter the product. This reflects
               the total number of initial or periodic screenings expected to be
               provided to the eligible individuals in line 1.

                                       95

<PAGE>

July 2002                                                  Medicaid HMO Contract

               Line 6 - Total Screens Received - Enter the total number of
               initial or periodic screens furnished to eligible individuals
               under either fee-for-service or managed care arrangements. This
               includes those initial screens billed to Medicaid's fiscal agent
               in accordance with Section 80.1a of this contract. Use the CPT
               codes listed below or any plan-specific EPSDT codes you may have
               developed in your plan for these screens. Use of these proxy
               codes is for reporting purposes only. Plans must continue to
               ensure that all five age-appropriate elements of an EPSDT screen,
               as defined by law, are provided to EPSDT recipients.

               This number should not reflect sick visits or episodic visits
               provided to children unless an initial or periodic screen was
               also performed during the visit. However, it may reflect a screen
               outside of the normal state periodicity schedule that is used as
               a "catch-up" EPSDT screening. (A catch-up EPSDT screening is
               defined as a complete screening that is provided to bring a child
               up-to-date with the State's screening periodicity schedule.) Use
               data reflecting date of service within the fiscal year for such
               screening services or other documentation of such services
               furnished under capitated arrangements. The codes to be used to
               document the receipt of an initial or periodic screen are as
               follows:

               Florida's locally assigned code for a Child Health Check-Up is
               W9881.

               CPT-4 codes: Preventive Medicine Services
               99381 New Patient under one year
               99382 New Patient (ages 1-4 years)
               99383 New Patient (ages 5-11 years)
               99384 New Patient (ages 12-17 years)
               99385 New Patient (ages 18-39 years)
               99391 Established patient under one year
               99392 Established patient (ages 1-4 years)
               99393 Established patient (ages 5-11 years)
               99394 Established patient (ages 12-17 years)
               99395 Established patient (ages 18-39 years)
               99431 Newborn care (history and examination)
               99432 Normal newborn care
               99435 Newborn Care (history and examination)
               or

               CPT-4 codes: Evaluation and Management Codes
               99201-99205 New Patient
               99211-99215 Established Patient

               (NOTE: These CPT-4 Evaluation and Management codes must be used
               in conjunction with V codes V20-V20.2 and/or V70.0 and/or V70.
               3-70.9.)

               Line 7 - Screening Ratio - Calculated by dividing the actual
               number of initial and periodic screening services received (line
               6) by the expected number of initial and periodic screening
               services (line 5). This ratio indicates the extent to which EPSDT
               eligibles receive the number of initial and periodic screening
               services required by the state's periodicity schedule, adjusted
               by the proportion of the year for which they are Medicaid
               eligible. This ratio should not be over 100%. Any data submitted
               which exceeds 100% will be reflected as 100% on the final report.
               If the screening ratio is less than 60%, the 60% Screening Ratio
               Report Template must be completed using those eligible members
               with 8 months continuous enrollment. A sample of the template is
               included in this contract as Table 13.

               Line 8 - Total Eligibles Who Should Receive at Least One Initial
               or Periodic Screen - The number of persons who should receive at
               least one initial or periodic screen is dependent on each state's
               periodicity schedule. Use the following calculations:

                                       96

<PAGE>

July 2002                                                  Medicaid HMO Contract

               1.   Look at the number entered in line 4 of this form. If that
                    number is greater than 1, use the number 1. If the number in
                    line 4 is less than or equal to 1, use the number in line 4.
                    (This procedure will eliminate situations where more than
                    one visit is expected in any age group in a year.)

               2.   Multiply the number from calculation 1 above by the number
                    in line 1 of the form. Enter the product on line 8.

               Line 9 - Total Eligibles Receiving at Least One Initial or
               Periodic Screen - Enter the unduplicated count of individuals,
               including those enrolled in managed care arrangements, who
               received at least one documented initial or periodic screen
               during the year. Refer to codes in line 6.

               Line 10 - Participant Ratio - Calculated by dividing line 9 by
               line 8. This ratio indicates the extent to which eligibles are
               receiving any initial and periodic screening services during the
               year.

               Line 11 - Total Eligibles Referred for Corrective Treatment -
               Enter the unduplicated number of individuals, including those in
               managed care arrangements, who, as the result of at least one
               health problem identified during an initial or periodic screening
               service, including vision and hearing screenings, were scheduled
               for another appointment with the screening provider or referred
               to another provider for further needed diagnostic or treatment
               services. This element does not include correction of health
               problems during the course of a screening examination.

               Line 12a - Total Eligibles Receiving Any Dental Services - Enter
               the unduplicated number of children receiving any dental service
               as defined by HCPC codes DO100 - D9999 (ADA codes 00100 -
               09999). Include Procedure Code W5301. Unduplicated means that
               each child is only counted once for purposes of this line even if
               multiple services were received.

               Line 12b - Total Eligibles Receiving Preventive Dental Services -
               Enter the unduplicated number of children receiving a preventive
               dental service as defined by HCPC codes D1000 - D1999 (ADA codes
               01000 - 01999). Include Procedure Code W5301. Unduplicated means
               that each child is counted only once even if more than one
               preventive service was provided.

               Line 12c - Total Eligibles Receiving Dental Treatment Services -
               Enter the unduplicated number of children receiving treatment
               services as defined by HCPC codes D2000 - D9999 (ADA codes 02000
               - 09999). Unduplicated means that each child is counted only once
               even if more than one treatment service was provided.

               NOTE: For purposes of reporting the information on dental
               services, unduplicated means that each child is counted once for
               each line of data requested. For example, a child would be
               counted once on line 12a for receiving any dental service and
               would be counted again for line 12b and/or 12c if the child
               received a preventive and/or treatment dental service. These
               numbers should reflect services received in fee-for-service and
               managed care arrangements. Lines 12b and 12c do not equal to
               total services reflected on line 12a.

               Line 13 - Total Eligibles Enrolled in Managed Care - This number
               is reported for informational purposes only. This number
               represents all individuals eligible for EPSDT services in your
               plan who were enrolled at any time during the reporting year.
               These individuals should be included in the total number of
               unduplicated eligibles on line 1 and the number of initial or
               periodic screenings provided to these individuals should be
               included in lines 6 and 8 for purposes of determining the state's
               screening and participation rates. The number of individuals
               referred for corrective treatment and receiving dental services
               should be reflected in lines 11 and 12, respectively.

               Line 14 - Total Number of Screening Blood Lead Tests - Enter the
               total number of screening blood lead tests furnished to eligible
               individuals enrolled in your plan. Blood lead tests done on
               persons who have been diagnosed or treated for lead poisoning
               should not be counted. Do not make entries in the shaded columns.

                                       97

<PAGE>

July 2002                                                  Medicaid HMO Contract

               To report number of screening blood lead tests do the following:
               Count the number of times CPT code 83655 ("lead") or any
               state-specific (local) codes including W9979 used for a blood
               lead tests reported with any ICD-9-CM except with diagnosis codes
               984 (.0-.9)("Toxic Effects of Lead and Its Compounds"). E861.5
               ("Accidental Poisoning by Petroleum Products, Other Solvents and
               Their Vapors NEC: Lead Paints"), and E866.0 ("Accidental
               Poisoning by Other Unspecified Solid and Liquid Substances: Lead
               and Its Compounds and Fumes"). These specific ICD-9-CM diagnosis
               codes are used to identify people who are lead poisoned. Blood
               lead tests done in these individuals should not be counted as a
               screening blood lead test.

                                       98

<PAGE>

July 2002                                                  Medicaid HMO Contract

Table 12. Sample of Child Health Check-Up Reporting Template

<TABLE>
 <S>                                                    <C>
 Enter Data in Blue Colored Out-Lined Cells             CHILD HEALTH CHECK-UP REPORT (CHCUP)
                 Only

    Seven Digit Medicaid Provider Number :                  This report is due to the Agency no later than January 15.

                               Plan Name :

                     Federal Fiscal Year :                                 The Audited Report
                                                                           is due October 1.
</TABLE>

<TABLE>
<CAPTION>
                                        AGE GROUPS
                                        ----------------------------------------------------------------
                                        LESS THAN    1-2        3-5      6-9    10-14    15-18    19-20     TOTAL
                                         1 YEAR     YEARS *    YEARS    YEARS   YEARS    YEARS    YEARS    ALL YEARS
                                        ----------------------------------------------------------------------------
<S>                                        <C>        <C>        <C>     <C>      <C>      <C>      <C>          <C>   <C>
1.   Total Individuals Eligible                                                                                     0
     for CHCUP (Unduplicated)

2a.  State Periodicity Schedule               6          4          3       2        5        4        2           26

2b.  Number of Years in Age
     Group                                    1          2          3       4        5        4        2           21

2c.  Annualized State
     Periodicity Schedule                  6.00       2.00       1.00    0.50     1.00     1.00     1.00         1.24

3a.  Total Months of Eligibility                                                                                    0

3b.  Average Period of Eligibility

4.   Expected Number of screenings                                                                                     0-5 Years
     per Eligible                                                                                                         Only

5.   Expected Number of screenings                                                                                             0

6.   Total Screens Received                                                                                         0          0

7.   Screening Ratio

8.   Total Eligible who should receive
     at least one Initial or periodic
     screening

9.   Total Eligibles receiving at least
     one initial or periodic screen
     (Unduplicated)                                                                                                 0

10.  Participation Ratio

11.  Total eligibles referred for
     corrective treatment (Unduplicated)                                                                            0

12a. Total Eligibles receiving any dental
     services (Unduplicated)                                                                                        0
</TABLE>

                                       99

<PAGE>

July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>                                          <C>        <C>        <C>     <C>      <C>      <C>      <C>         <C>
12b. Total Eligibles receiving preventative
      dental services (Unduplicated)                                                                              0

12c. Total Eligibles receiving dental
      treatment services (Unduplicated)                                                                           0

13.  Total Eligibles Enrolled in Plan                                                                             0

14.  Total number of Screening Blood
      Lead Tests                                                                                                  0
</TABLE>

           * Includes 12-month visit

                                       100

<PAGE>

July 2002                                                  Medicaid HMO Contract

  TABLE 13. CHILD HEALTH CHECK-UP REPORT - 60 % SCREENING RATIO TEMPLATE FILING
                                  INSTRUCTIONS

This report is due by January 15th following the end of the reporting period.
The reporting period is from October 1 through September 30. By October 1 of the
following year, the plan shall deliver to the agency a certification by an
agency approved independent auditor that the child health checkup data has been
fairly and accurately presented.

Detailed Instructions: For each of the following line items, report total counts
by the age groups indicated. In cases where calculations are necessary, formulas
have been inserted to pre-calculate the field. Report age based upon the child's
age as of September 30 of the Federal fiscal year.

Medicaid Provider ID Number: Enter the plan's seven digit Medicaid Provider ID
number.

Plan Name: Enter the name of the managed health care plan.

Fiscal Year: Enter the Federal Fiscal year being reported. Example: October 1,
1999 - September 30, 2000 would be Federal fiscal year 1999-2000.

Line 1 - Total Individuals Eligible for Child Health Check-Up (EPSDT): Enter the
total unduplicated number of all individuals under the age of 21 enrolled in
your health plan continuously for 8 months, distributed by age and by basis of
Medicaid eligibility. Unduplicated means that an eligible person is reported
only once although he or she may have had more than one period of eligibility
during the year. Medicaid eligible individuals under age 21 are considered
eligible for EPSDT services, regardless of whether they have been informed about
the availability of EPSDT services or whether they accept EPSDT services at the
time of the informing.

Line 2a - State Periodicity Schedules - Given.
Line 2b - Number of Years in Age Group - Given.
Line 2c - Annualized State Periodicity Schedule - Given.

Line 3a - Total Months Eligibility - Enter the total months of eligibility for
the individuals in each age group in Line 1 during the reporting year.

Line 3b - Average Period of Eligibility - Pre-Calculated by dividing the total
months of eligibility by Line 1, then by dividing that number by 12. This number
represents the portion of the year that individuals remain Medicaid eligible
during the reporting year, regardless of whether eligibility was maintained
continuously.

Line 4 - Expected Number of Screenings per Eligible Multiply - Pre-calculated by
multiplying Line 2c by Line3 b. This number reflects the expected number of
initial or periodic screenings per child per year based on the number required
by the state-specific periodicity schedule and the average period of
eligibility.

Line 5 - Expected Number of Screenings - Pre-calculated by Multiplying Line 4 by
Line 1. This reflects the total number of initial or periodic screenings
expected to be provided to the eligible individuals in Line 1.

Line 6 - Total Screenings Received - Enter the total number of initial or
periodic screens furnished to eligible individuals under managed care
arrangements. Use the CPT codes listed below or any plan-specific EPSDT codes
you may have developed for these screens. Use of these proxy codes is for
reporting purposes only. Plans must continue to ensure that all five
age-appropriate elements of an EPSDT screen, as defined by law, are provided to
EPSDT recipients.

NOTE: This number should not reflect sick visits or episodic visits provided to
children unless an initial or periodic screen was also performed during the
visit. However, it may reflect a screen outside of the normal state periodicity
schedule that is used as a "catch-up" EPSDT screening. (A catch-up EPSDT
screening is defined as a complete screening that is provided to bring a child
up-to-date with the State's screening periodicity schedule.) Use data reflecting
date of service within the fiscal year for such screening services or

                                       101

<PAGE>

July 2002                                                  Medicaid HMO Contract

          other documentation of such services furnished under capitated
          arrangements. The codes to be used to document the receipt of an
          initial or periodic screen are as follows:

              Medicaid locally assigned procedure code W9881
                  CPT-4 codes Preventive Medicine Services
          99381 New Patient under one year
          99382 New Patient (ages 1-4 years)
          99383 New Patient (ages 5-11 years)
          99384 New Patient (ages 12-17 years)
          99385 New Patient (ages 18-39 years)
          99391 Established patient under one year
          99392 Established patient (ages 1-4 years)
          99393 Established patient (ages 5-11 years)
          99394 Established patient (ages 12-17 years)
          99395 Established patient (ages 18-39 years)
          99431 Newborn care (history and examination)
          99432 Normal newborn care
          99435 Newborn Care (history and examination)

          or
              CPT-4 codes: Evaluation and Management Codes
          99201-99205 New Patient
          99211-99215 Established Patient

          Note: These CPT-4 Codes must be used in conjunction with V codes
          V20-V20.2 and/or V70.0 and/or V70.3-V70.9.

          Line 7-Screening Ratio - Pre-calculated by dividing the actual number
          of initial and periodic screening services received (Line 6) by the
          expected number of initial and periodic screening services (Line 5).
          This ratio indicates the extent to which EPSDT eligibles receive the
          number of initial and periodic screening services required by the
          state's periodicity schedule, adjusted by the proportion of the year
          for which they are Medicaid eligible. This ratio should not be over
          100%. Any data submitted which exceeds 100% will be reflected as 100%
          on the final report.

          Screening Ratio- 8 Continuous Months of Enrollment: This is a
          pre-calculated field to determine if the plan has achieved the 60%
          screening ratio requirement pursuant to the Medicaid contract, Section
          10.8.1 f.

                                       102

<PAGE>

July 2002                                                  Medicaid HMO Contract

TABLE 13. SAMPLE OF CHILD HEALTH CHECK-UP REPORT - 60% SCREENING RATIO TEMPLATE

<TABLE>
<S>                                                             <C>
Enter Data in Blue Colored Out-lined Cells
Complete this template ONLY if the plan does
not achieve the 60% Screening Ratio.                            CHILD HEALTH CHECKUP REPORT (EPSDT) - 60% Screening Ratio

     Seven Digit Medicaid Provider ID Number :                     This report is due to the Agency no later than January 15
                                                                   if applicable.

                                   Plan Name :                                                  This report reflects only those
                                                                                                eligibles that have at least 8
                                                                                                months of continuous
                          Federal Fiscal Year:                         F.S.409.912(25)          enrollment
</TABLE>

<TABLE>
<CAPTION>
                                                     AGE GROUPS
                                                    ---------------------------------------------------------
                                                    LESS THAN    1-2     3-5     6-9   10-14   15-18   19-20      TOTAL
                                                     1 YEAR    YEARS*  YEARS   YEARS   YEARS   YEARS   YEARS    ALL YEARS
                                                    ---------------------------------------------------------------------
<S>                                                  <C>      <C>      <C>      <C>     <C>     <C>     <C>             <C>
1.  Total Individuals Eligible for EPSDT                                                                                0
    (Unduplicated)

2a.  State Periodicity Schedule                         6        4        3        2       5       4       2           26

2b.  Number of Years in Age Group                       1        2        3        4       5       4       2           21

2c.  Annualized State Periodicity Schedule           6.00     2.00     1.00     0.50    1.00    1.00    1.00         1.24

3a.  Total Months of Eligibility                                                                                        0

3b.  Average Period of Eligibility

 4.  Expected Number of Screenings per Eligible

 5.  Expected Number of Screenings

 6.  Total Screens Received                                                                                             0
</TABLE>

                                       103

<PAGE>

July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>                                                 <C>       <C>        <C>       <C>     <C>     <C>     <C>      <C>
7.  Screening Ratio - F.S.409.912(25)

        Screening Ratio - Ages 0 - 5, 8 months
             continuous enrollment                     Medicaid Contract,
                                                       Section 10.8.1 (f)
                                                                                   0
                                                                                   0
</TABLE>

                                       104

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60.2.12        AHCA QUALITY INDICATORS

               Completion of AHCA Quality Indicators

               The AHCA Quality Indicators will be calculated for each calendar
               year; that is from January 1 through December 31. The AHCA
               Quality Indicators are due by October 1 subsequent to the
               measurement year. The measures will constitute a subset of the
               HEDIS and will be based on the current recommendation of the
               National Committee for Quality Assurance (NCQA) for Medicaid HMO
               HEDIS reporting. Detailed instructions and valuable information
               for calculating these measures can be found in the HEDIS
               documentation available from NCQA. Technical specification for
               the quality indicators can be found in the current HEDIS
               Technical Specifications Manual available from the National
               Committee for Quality Assurance, 2000 L Street NW, Suite 500,
               Washington, DC 20036. (800) 839-6487.

               Plans shall refer to and comply with Rule Chapter 59B-13, Florida
               Administrative Code, for reporting instructions regarding the
               report format, electronic reporting and other information
               pertaining to Medicaid membership reporting for these quality
               indicators.

               Do not include Florida Healthy Kids or MediKids with your
               Medicaid data for the AHCA Quality Indicators.

60.2.13        FRAIL/ELDERLY CARE SERVICE UTILIZATION REPORT (F***YYQ*.dbf

               In addition to the other Medicaid HMO contract reporting
               requirements, the plan will prepare a frail/elderly care service
               utilization report, detailing member-specific services provided.
               Service utilization of acute and long term care, as well as
               medical supplies and equipment will be included. These services
               will represent the comprehensive array of services that might be
               necessary to maintain a member at home while avoiding nursing
               home placement. This report must be sent to the agency within 45
               days after the end of the quarter reported. The agency is
               currently developing the required file structure and
               instructions. This information will be provided to the plan, in
               writing.

60.2.14        FINANCIAL REPORTING

                GENERAL INFORMATION, DEFINITIONS AND INSTRUCTIONS

               The plan is required to submit to the agency annual audited
               financial statements which summarize the plan's financial
               activities for the contract period. The plan shall annually send
               the agency a statement, signed by the president of the plan
               attesting that "no assets" of the plan have been pledged to
               secure personal loans.

               The financial statements should be received by the agency no
               later than three calendar months after the end of the provider's
               fiscal year. They must be prepared by an independent certified
               public accountant on the accrual basis of accounting in
               accordance with generally accepted accounting principles as
               established by the American Institute of Certified Public
               Accountants (AICPA). Audits performed to meet the requirements of
               OMB Circular 128 satisfy his requirement. For government owned
               and operated facilities operating on a cash method of accounting,
               data based on such a method of accounting will be acceptable. The
               CPA preparing the financial statements must sign statements as
               the preparer and in a separate letter state the scope of his work
               and opinion in conformity with generally accepted auditing
               standards and AICPA statements on auditing standards. In
               addition, the plan shall submit to the agency the following
               unaudited quarterly financial statements: Balance Sheet;
               Statement of Revenues and Expenses; and Statement of Changes in
               Financial Position and Net Worth. These statements shall be filed
               on a diskette, or by internet e-mail to MMCFIN@FDHC.STATE.FL.US
               using the agency supplied spreadsheet template and are due 45
               calendar days after the end of each quarter in a plan's fiscal
               year.

               1.   Date of Filing: The plan shall file an annual audited report
                    no later than 90 calendar days after the close of the
                    plans's fiscal year. The plan shall file on diskette a
                    quarterly financial report no later than

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                    45 calendar days after the close of each fiscal year
                    quarter. The filing dates will be those specified in the
                    contract with the agency.

               2.   Quarterly financial reports are to be specific to the
                    operation of the Medicaid HMO rather than to a parent or
                    umbrella organization. The annual audited report will be for
                    the plan unless prior approval is obtained from the agency
                    for some other alternative.

               3.   The reporting date and the name of the provider must be
                    plainly written or stamped on the certification page, along
                    with the president's signature.

               4.   One hard copy of the financial template is required to be
                    filed with the diskette

               5.   Do not leave blanks. If no entry is to be made, write
                    "NONE", not applicable (N/A) or "0-"in the space provided.

               6.   Any item which cannot be readily classified under one of the
                    printed items should be entered as an aggregated item and
                    adequately described.

               7.   If additional supporting statements or schedules are added
                    in connection with providing information on the financial
                    statement, the additions should be properly keyed to the
                    item being answered (Example - "Current Assets, #4").

               8.   Minimum requirements needed to run financial report program
                    include: IBM compatible computer with an 80286 processor or
                    higher; 3.5" disk drive; hard drive; graphics display
                    monitor EGA or VGA; 4 mb of memory; mouse; MS-DOS 3.1 or
                    later and Microsoft Windows 3.1 or later; Excel 5.0

                    THE TEMPLATE CONTAINS THE FOLLOWING:

                    Master financial sheet - this is the balance sheet, profit
                    and loss statement and changes in financial position. These
                    statements reflect four (4) quarters plus the plans fiscal
                    year totals. Variances have been placed within the quarters
                    to track fluctuations on a line-item basis. Ratios have been
                    created to monitor or detect material weakness in the plan.

               1.   Enrollment sheet - consists of quarterly summaries of
                    enrollment detailed by county penetration. Indicators have
                    been placed to reflect potential over or under enrolling
                    practices.

               2.   Profit and Loss sheets - contains (3) sheets to track
                    individual performance by commercial, Medicare, and Medicaid
                    product lines.

               3.   Aggregate write-in sheets - four (4) sheets track any
                    information recorded on the balance sheet or and loss
                    statements, which needs further explanation.

               4.   Certification page - shows the plan name, plan address,
                    telephone number, etc.

                                  BALANCE SHEET

                    BALANCE SHEET ASSET DEFINITIONS:

                    Current Assets - These are assets that are relatively
                    liquid, usually short-term holdings held for less than one
                    year. Restricted assets for grants, contracts, reserves,
                    etc., are not included. Five general types of assets are
                    usually included in the current asset classification:

               1.   Cash: Money in any form, cash awaiting deposit, balance on
                    deposit in checking accounts and certificates of deposit.
                    Funds with availability for current use which are restricted
                    by contract, state reserve requirements or other formal
                    arrangements are reported as Other Assets. Loan funds held
                    in escrow are reported as Other Assets.

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July 2002                                                  Medicaid HMO Contract

               2.   Secondary cash resources: Various investments that are
                    readily marketable, held for less than one year or intended
                    for sale within a twelve month period. Any such funds with
                    availability for current use which are restricted by
                    contract, state requirement or other formal arrangements are
                    excluded.

               3.   Short-term receivables: Open accounts receivable and notes
                    receivable with short-term maturities (i.e., less than one
                    year).

               4.   Short-term prepayments: Expenses, such as insurance, taxes,
                    rent, paid for in advance of use in operations. These items
                    are usually referred to as prepaid expenses.

               5.   Other: Includes inventories that are consumable supplies,
                    such as x-ray, laboratory and other operating supplies. The
                    category includes items that will be consumed by the plan
                    during the current period in ordinary course of operations
                    and items that are held for resale such as pharmacy
                    inventories.

                    Other Assets - Assets including insolvency requirements,
                    contracts, grants, reserves, etc.

                    Property and Equipment - Fixed assets including land,
                    building improvements, furniture and equipment.

                    BALANCE SHEET ASSET LINES:

               1.   Cash - Cash in the bank or on hand, available for current
                    use. Does not include restricted cash.

               2.   Short-Term Investments - Readily saleable investments
                    acquired with temporarily unneeded cash. Does not include
                    restricted securities.

               3.   Premiums Receivable - Net - Gross amounts collectible from
                    groups or individuals who receive from the plan, less the
                    amount accrued fro premiums determined to be uncollectible
                    for the period. This should not include fee-for-service.

               4.   Interest Receivable - Interest earned on investments but not
                    received.

               5.   Other Receivables - Net - Gross amounts collectible from
                    sources other than plan members or groups, less the amount
                    accrued for receivables determined to be uncollectible
                    during the period. Example: fee-for-service. This should not
                    include restricted receivables.

               6.   Prepaid Expenses - Future expenses paid in advance such as
                    unexpired insurance.

               7.   Aggregate Write-ins For Current Assets - Enter the total of
                    the write-ins listed on the aggregate write-in sheet for
                    current assets.

               8.   Total Current Assets - Total of the above categories.

               9.   Restricted Assets - Assets restricted for statutory
                    insolvency requirements.

               10.  Restricted Funds - Assets held for contract (i.e. Medicaid)
                    grants, reserves including cash, securities, receivables,
                    other, etc.

               11.  Loan Escrow - Funds for which loan notes have been signed by
                    the provider but not drawn down. Funds may be held by the
                    provider or an escrow agent.

               12.  Long-Term Investments - Investments held for a period longer
                    than twelve months.

               13.  Intangible Assets and Goodwill - Net - Assets of no physical
                    substance. These may include patents, copyrights, licenses,
                    and franchises. Provide gross amount less amortization.

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July 2002                                                  Medicaid HMO Contract

               14.  Aggregate Write-ins for other Assets - Enter the total of
                    the write-ins listed on lines 1501 through 1597.

               15.  Total Other Assets - total of the above categories.

               16.  Land - Real estate owned by the plan.

               17.  Buildings & Improvements - Buildings owned by the plan
                    improvements made to provider-owned buildings.

               18.  Construction in Progress - Buildings or improvements in
                    progress or under construction. These will be capitalized
                    upon completion or utilization.

               19.  Furniture and Equipment - Includes medical equipment, office
                    equipment and furniture owned by the plan.

               20.  Aggregate Write-ins for Other Equipment - Enter the total of
                    the write-ins listed on the aggregate write-in for property
                    and equipment.

               21.  Total Property and Equipment - Net - Total of Property and
                    Equipment categories, less Accumulated Depreciation - the
                    cumulative amount of depreciation on property and equipment.
                    Depreciation is an accounting practice recognizing the
                    consumption of the value of a fixed asset during the asset's
                    useful life. Depreciation expenses are charged to the
                    expense categories representing the cost center to which the
                    fixed asset is assigned.

               22.  Total Assets - Total of Current Assets, Other Assets and Net
                    Property and Equipment.

               23.  Details of Write-ins Aggregated for Current Assets - Show
                    non-restricted current assets, including inventories, not
                    included in the other Current Assets categories.

               24.  Details of Write-ins Aggregated for Other Assets - Show
                    non-current assets not included in the Other Assets
                    categories.

               25.  Details of Write-ins Aggregated for Other Equipment -
                    Include automobiles, fixtures and other fixed assets not
                    reported in other Property and Equipment categories.

                    BALANCE SHEET LIABILITIES AND NET WORTH DEFINITIONS:

                    Current Liabilities - Obligations whose liquidation is
                    reasonably expected to occur within one year. Three main
                    classes or liabilities fall within this definition:

               1.   Obligations for goods and services which were acquired for
                    use in the operating cycle. These include for hospital and
                    physician services and accounts payable.

               2.   Other debts that may be expected to require payment within
                    the operating cycle or one year. This includes short-term
                    notes and the currently maturing portion of long-term
                    obligations.

               3.   Revenues received and recorded prior to being earned. These
                    advances are often described as "deferred revenues. "The
                    obligation to furnish the services or to refund the payment
                    is recognized as a liability. These include unearned
                    premiums.

                    Other Liabilities - Liabilities of a long-term nature,
                    liquidation of liabilities is not expected in the current
                    year.
                    Net Worth - Includes ownership or donated capital,
                    restricted funds, reserves, and earnings or losses.

                    BALANCE SHEET LIABILITIES AND NET WORTH LINES:

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               1.   Accounts Payable - Amounts due to creditors for the
                    acquisition of goods and services (trade and vendors rather
                    than health care providers) on a credit basis.

               2.   Claims Payable (Reported) - Claims reported and booked as
                    payables.

               3.   Accrued Inpatient Claims (Not reported) - Hospital and
                    institutional care claims incurred but not reported and/or
                    booked as payables.

               4.   Accrued Physician Claims (Not reported) - Claims incurred
                    but not reported and/or booked as payables for physicians
                    and ancillary (such as lab and x-ray) services by providers
                    under an arrangement with the HMO. These may include
                    capitation payments to medical groups or fees to IPAs.

               5.   Accrued Referral Claims (Not reported) - Claims incurred but
                    not reported and/or booked as payables for consultants and
                    referrals to providers outside a plan arrangement. These
                    claims are usually paid on a fee-for-service basis.

               6.   Accrued Other Medical (Not Reported) - Other incurred
                    medical expenses but not reported and/or booked as payables
                    including emergency room, out-of-area services, payroll,
                    etc.

               7.   Accrued Medical Incentive Pool - Accruals for withholds from
                    IPAs or capitated medical groups and other such arrangements
                    in which the provider may return incentive funds to plans.

               8.   Unearned Premiums - Income received or booked in advance of
                    the period to which it applies. A liability exists to render
                    service in the future.

               9.   Loans and Noted Payable - current - The principal amount on
                    loans due within one year.

               10.  Aggregate Write-Ins for Current Liabilities - Enter the
                    total of the write-ins listed on the aggregate write-ins for
                    current liabilities.

               11.  Total Current Liabilities - Total of Current Liability
                    Categories.

               12.  Loans and Notes - Loans and notes signed by the plan not
                    including current portion payable. Include federal loans.

               13.  Statutory Liability - Reserve required as a liability by
                    statute (e.g., government purchaser requirements).

               14.  Aggregate Write-ins for Other Liabilities - Enter the total
                    of the write-ins listed on the aggregate write-ins for other
                    liabilities.

               15.  Total Other Liabilities - Total of Other Liability
                    Categories.

               16.  Total Liabilities - Lines 11 and 15.

               17.  Donated Capital - Capital donated to nonprofit organization.
                    Do not include loans. Describe the nature of donation as
                    well as any restrictions on this capital in the noted to
                    financial statements.

               18.  Capital - Par Value of stock. Stated amount of owner's
                    direct equity in provider.

               19.  Paid in Surplus - Amount over stated value of Line 17.
                    Reflects actual amount in excess of par or stated value.

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July 2002                                                  Medicaid HMO Contract

               20.  Unassigned Surplus - Unassigned Retained Earnings.
                    Cumulative earnings or deficit from operations, net of
                    reserves and restricted funds.

               21.  Aggregate Write-ins for Other Net Worth Items - Enter the
                    total of the write-ins listed on the aggregate write-ins for
                    net worth.

               22.  Total Net Worth - Total of Lines 16 to 20.

               23.  Total Liabilities and Net Worth - Total of Lines 16 and 22.

                    Details of Write-ins Aggregated for Current Liabilities -
                         Show current liabilities not included in other Current
                         Liabilities categories; include accrued payroll and
                         taxes.

                    Details of Write-ins Aggregated for Other Liabilities - Show
                    other liabilities of a long-term nature.

                    Details of Write-ins Aggregated for Other Net Worth Items -
                    May include statutory reserves, subordinated debt, and
                    accrued interest on subordinated debt.

                  STATEMENT OF REVENUES, EXPENSES AND NET WORTH

                    Revenues: Components are broken down to show the sources of
                    income and revenue dependency on public or private
                    enrollment bases. Coordination of Benefits (C.O.B.) and
                    Insurance Recoveries are also shown.

                    Expenses: Medical Services, Administration and Marketing
                    components are shown. The report includes a contra item for
                    year end adjustments to the full expenses reported and for
                    withholds or incentives claimed. Report full accrued
                    revenues and expenses as defined below for the period. Full
                    expenses, whether or not the plan ultimately bears financial
                    responsibility, should be shown. For example, the full
                    hospital and institutional expenses are shown in "Inpatient"
                    line. Offsets to these expenses such as C.O.B. and Insurance
                    Recoveries are shown as revenue. Similarly, full physician
                    services expenses are shown with a year end adjustment for
                    withholds or other offsets returned to the provider as a
                    contra category. Plan staff should footnote differences in
                    reporting if they are unable to report in lines similar to
                    these revenue/expense accounts.

                    STATEMENT OF REVENUES, EXPENSES AND NET WORTH LINES:

               1.   Premium - Revenue recognized on a prepaid basis from
                    individuals and groups for provision of a specified range of
                    health services over a defined period of time, normally one
                    month. Also included are premiums from Medicare Wrap-Around
                    subscribers for health benefits which supplement Medicare
                    coverage. If advance payments are made to the plan for more
                    than one reporting period, the portion of the payment that
                    has not yet been earned must be treated as a liability
                    (Unearned Premiums, Report #1).

               2.   Fee-for-Service - Revenue recognized by the plan entity for
                    provision of health services to non-members by plan
                    providers and to members through provision of health
                    services excluded from their prepaid benefit packages.

               3.   Copayments - Revenue recognized by the plan entity from plan
                    members on a utilization related basis for certain health
                    services included in the HMO benefit package.

               4.   Title XVIII - Medicare - Revenue as a result of an
                    arrangement between a provider and the Centers for Medicare
                    and Medicaid Services for services to a Medicare
                    beneficiary.

               5.   Title XIX - Medicaid - Revenue as a result of an arrangement
                    between a plan and a Medicaid state agency for services to a
                    Medicaid beneficiary.

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July 2002                                                  Medicaid HMO Contract

               6.   Interest - Interest earned from all sources, including the
                    federal loan in escrow and reserve accounts.

               7.   C.O.B. and Insurance Recoveries - Income from Coordination
                    of Benefits and insurance recoveries.

               8.   Reinsurance Recoveries - Income from the settlement of
                    stop-loss (reinsurance) claims.

               9.   Other Revenue - Revenue from sources not covered in the
                    previous revenue accounts, such as recovery of bad debts or
                    gain on sales of capital assets, etc.

               10.  Total Revenue - Total of the revenue accounts.

                    Medical and hospital - Expenses for health service delivery
                    including the following components:

               11.  Physician Services - Expenses for physician services
                    provided under contractual arrangement to the plan including
                    the following: salaries, including fringe benefits, paid to
                    physicians for delivery of medical services; capitated
                    payments paid by the plan to physicians for delivery of
                    medical services to plan subscribers; and fees paid by the
                    plan to physicians on a fee-for-service basis for delivery
                    of medical services to plan subscribers. This includes
                    capitated referrals. Do not include expenses for medical
                    personnel time devoted to administrative tasks.

               12.  Other Professional Services - Compensation, including fringe
                    benefits, paid by the plan to non-physician providers
                    engaged in the delivery of medical services and to personnel
                    engaged in activities in direct support of the provision of
                    medical services. This includes dentists, psychologists,
                    optometrists, podiatrists, extenders, nurses, clinical
                    personnel such as ambulance drivers, technicians,
                    paraprofessionals, janitors, quality improvement analysts,
                    administrative supervisors, secretaries to medical
                    personnel, and medical records clerks.

               13.  Outside Referrals - Expenses for providers not under
                    provider arrangement such as consultations.

               14.  Emergency Room, Out-of-Area, Other - Expenses for other
                    non-contracted health delivery services incurred by plan
                    members for which the plan is responsible on a
                    fee-for-service basis. These include emergency room costs
                    and out-of-area emergency physician and hospital costs.

               15.  Occupancy, Depreciation and Amortization - Expenses
                    associated with medical services including the amount of
                    depreciation and amortization expense which is directly
                    associated with the delivery of medical services. The costs
                    of occupancy to the plan which are directly associated with
                    the delivery of medical services. Included in occupancy are
                    costs of using a facility, fire and theft insurance,
                    utilities, maintenance, lease, etc.

               16.  Inpatient - Inpatient hospital costs of routine and
                    ancillary services for plan members while confined to an
                    acute care hospital. Does not include out-of-area
                    hospitalization.

                    Routine hospital service includes regular room and board
                    (including intensive care units, coronary care units, and
                    other special inpatient hospital units), dietary and nursing
                    services, medical surgical supplies, medical social
                    services, and the use of certain equipment and facilities
                    for which the plan does not customarily make a separate
                    charge.

                    Ancillary services may also include laboratory, radiology,
                    drugs, delivery room and physical therapy services.
                    Ancillary services may also include other special items and
                    services for which charges are customarily made in addition
                    to routine service charge. Charges for non-plan physician
                    services provided in a hospital are included in this line
                    item only if included as an unidentified portion of charges
                    by a hospital to the plan. (If separately itemized or
                    billed, physician charges be included in referrals, above.)
                    Include the cost of utilizing skilled nursing and
                    intermediate care facilities. Skilled nursing facilities are
                    primarily engaged in providing skilled nursing care and
                    related services for patients who require medical or nursing
                    care or rehabilitation service. Intermediate care facilities
                    are

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July 2002                                                  Medicaid HMO Contract

                    for individuals who do not require the degree of care and
                    treatment which a hospital or nursing care facility
                    provides, but do not require care and services above the
                    level of room and board.

               17.  Reinsurance Expenses - Expenses for Reinsurance or
                    "Stop-loss" insurance.

               18.  Other Medical - Costs directly associated with the delivery
                    of medical services under plan arrangement which are not
                    appropriately assignable to the medical expense categories
                    defined above, e.g. costs of medical supplies, medical
                    administration expense (except compensation), malpractice
                    insurance, etc.

               19.  Incentive Pool Adjustment - A contra category for adjusting
                    the full medical expenses reported. For example, physician
                    withholds or hospital volume discounts returned by or to the
                    provider should be included here. Adjustments should be made
                    on the annual report only.

               20.  Total Medical and Hospital - Total of the above categories.

                    Administration - Costs associated with the overall
                    management and operation of the plan including the following
                    components:

               21.  Compensation - All expenses for administrative services
                    including compensation and fringe benefits for personnel
                    time devoted to or in direct support of administration.
                    Include expenses for management contracts. Do not include
                    marketing expenses. However, when a management company pays
                    rent, insurance, and other non-salary or non-commission
                    payments, these amounts should not be reported as
                    compensation.

               22.  Interest Expenses - Interest on loans paid during period.

               23.  Occupancy, Depreciation and Amortization - Expenses
                    associated with administrative services including the costs
                    of occupancy to the plan entity which are directly
                    associated with plan administration. Included in occupancy
                    are costs of using a facility, fire and theft insurance,
                    utilities, maintenance, lease, etc. Do not include expenses
                    for marketing in this category. The amount of depreciation
                    and amortization expense which is directly associated with
                    administrative services. Depreciation expense is the
                    incremental consumption of the value of a fixed asset during
                    the asset's useful life.

                    Amortization Expense - the cost of certain assets are spread
                    over their estimated service lives, e.g. leasehold
                    improvements.

               24.  Marketing - Expenses directly related to marketing
                    activities including advertising, printing, marketing
                    representative compensation and fringe benefits,
                    commissions, broker fees, travel, occupancy, and other
                    expenses allocated to the marketing activity.

               25.  Other - Costs which are not appropriately assignable to the
                    health plan administration categories defined above.
                    Included are costs to update member records, servicing of
                    member inquiries and complaints, claims adjudication and
                    payment, legal, audit, data processing, accounting,
                    insurance, bad debts, all taxes except federal income taxes,
                    etc. Do not include marketing expenses.

               26.  Total Administration - Total of the above categories.

               27.  Total Expenses - Total of Medicaid and Hospital and
                    Administration Expenses.

               28.  Income (Loss) - Excess or deficiency of total revenues over
                    total expenses.

               29.  Extraordinary Item - A nonrecurring gain or loss that meets
                    the following criteria:

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July 2002                                                  Medicaid HMO Contract

                    The event must be unusual. It should be highly abnormal and
                    unrelated to, or only incidentally related to, the ordinary
                    activities of the entity.

                    The event must occur infrequently. It should be of a type
                    that would not reasonably be expected to recur in the
                    foreseeable future.

                    The following gains and losses are specifically not
                    extraordinary: write-down or write off of accounts
                    receivable, inventory, or intangible assets: gains or losses
                    from changes in the value of foreign currency; gains or
                    losses on disposal of a segment of a business; gains or
                    losses from the disposal of fixed assets; effects of a
                    strike; and adjustments of accruals on long-term contracts.

               30.  Provision for taxes - State and federal taxes for period
                    (for-profit organization only).

               31.  Net Income (Loss) - Excess or deficiency of total revenues
                    over total expenses less state and federal taxes for period.

               STATEMENT OF CHANGES IN FINANCIAL POSITION AND NET WORTH

               Purpose: This report shows funds generated and applied to
               operations.

               .    Sources and Application of Funds: Indicates funds generated
                    (or lost) from operations, as well as other sources and
                    applications.

               .    Net Worth: Indicates changes in components of net worth over
                    the past year.

               Instructions: The report reflects the concept of funds as working
               capital, rather than the more limited cash concept. Use brackets
               to show negative balances. Inclusion of statutory reserves as a
               component of working capital is dependent in each situation on
               the use of the reserve as defined by the regulatory authority.
               The applicable test is whether the reserve is available for use
               in current operations.

               STATEMENT OF CHANGES IN FINANCIAL POSITION AND NET WORTH LINES:

               SOURCES: Sources of funds used in operations including the
               following:

               1.   Net Income (Loss) - Report the figure calculated for this
                    line.

                    Add items not affecting working capital in the current
                    period: Depreciation amortization and deferred taxes are
                    expenses ant affecting working capital. These expenses are
                    added back.

               2.   Depreciation and Amortization

               3.   Deferred Taxes - These are accrued taxes expenses for the
                    period which are held for payment to the government during a
                    later period.

               4.   Show other expenses not affecting working capital.

                    Other Additions to Working Capital: Additions are generally
                    from borrowing or from liquidating non-current assets and
                    include the following:

               5.   Proceeds from borrowing - Additions from borrowing which
                    increase current asset accounts.

               6.   Show other additions to working capital.

               7.   Total Sources of Funds - Total of the above categories.

               APPLICATIONS: Uses of Working Capital, usually additions to
               non-current assets or reductions in long term liabilities,
               including the following:

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July 2002                                                  Medicaid HMO Contract

               8.   Additions to Property and Equipment - Increase in property
                    and equipment from last period.

               9.   Reductions in Long-Term Debt - Decrease in long-term
                    liabilities from last period.

               10.  Show other uses of Working Capital.

               11.  Total Applications of Funds - Total of the above categories.

               12.  Increase (Decrease) in Working Capital - Excess or
                    deficiency of Sources over Applications of Funds.

               NET WORTH:

               13.  Net Worth Beginning of Period

               14.  Increase (Decrease) in Donated Capital

               15.  Increase (Decrease) in Capital - (Current year less previous
                    year)

               16.  Increase (Decrease) in Paid in Surplus - (Current year less
                    previous year)

               17.  Increase (Decrease) in Reserves and Restricted Funds -
                    (Current year less previous year)

               18.  Increase (Decrease) in Unassigned Surplus - (Current year
                    less previous year)

               19.  Net Worth End of Period

60.2.15        MINORITY BUSINESS ENTERPRISE CONTRACT REPORTING

               The plan shall report monthly by the fifteenth its ten fiscally
               major contracts with minority business enterprises, as defined in
               Section 288.703, F.S., related to this contract. The report
               shall contain names and addresses of the contractors; the total
               aggregate dollar amount of the business conducted; the beginning
               and ending dates of services; type of service; and the applicable
               minority code (African American = H, Hispanic American = I, Asian
               American = J, Native American = K, American Woman = M). If no
               minority contractors are used, the plan shall submit a statement
               to this effect. The types of contractors may include provider
               subcontractors and minority vendors of all types of goods and
               services related to this contract such as custodial, security,
               mail sorting, etc. This requirement can be waived by the agency
               if the plan demonstrates that it is either at least 51 percent
               minority owned, at least 51 percent of its board of directors are
               a minority, at least 51 percent of its officers are a minority,
               or if the plan is not for profit corporation and at least 51
               percent of the population it serves belong to a minority.

60.2.16        SUSPECTED FRAUD REPORTING

               Upon detection of a potentially or suspected fraudulent claim by
               a provider, the plan shall file a report to the agency. At
               minimum, the report shall contain the name of the provider, the
               provider number or the tax identification number, and a
               description of the suspected fraudulent act. This report must be
               sent in narrative fashion to the plan analyst.

60.2.17        CLAIMS INVENTORY SUMMARY REPORT

               The plan shall file an aging claims summary report quarterly,
               noting paid, denied and unpaid claims by provider type. The plan
               will submit this report using the CLAIMS AGING TEMPLATE.xls file
               supplied by the agency. This file is an excel spreadsheet and may
               be submitted to the following email address:
               mmcclms@fdhe.state.fl.us.

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60.3           BEHAVIORAL HEALTH REPORTING REQUIREMENTS

               In Areas 1 and 6, the agency requires additional reports for
               which the plan shall be responsible during the evaluation of the
               Areas 1 and 6 PMHP demonstration project. Such reports, including
               encounter data, shall be submittedusing the spreadsheet templates
               provided by the agency. The template Monthly Template_MH.xls,
               must be submitted within 15 days of the end of the month being
               reported. The template Quarterly Template_MH.xls must be
               submitted within 45 days of the end of the quarter being
               reported.

               Failure of the plan to submit required reports accurately and
               within the time frames specified may result in penalties in
               accordance with Section 70.17, Sanctions of this contract.

60.3.1         ALLOCATION OF RECIPIENTS REPORT (Monthly Template_MH.xls)

               The plan shall provide to the agency a report that lists, by
               provider, total recipients served by age and eligibility
               category. This report shall provide such information only for
               plan members who have been assigned to behavioral health care
               providers and, if applicable, case managers, and have received
               such services during the prior month. This report is included in
               the template.

60.3.2         TARGETED CASE MANAGEMENT REPORT (Monthly Template_MH.xls)

               The plan shall adhere to staffing ratios as described in Section
               10.11.1, Service Requirements, subsection f.

               For reporting purposes the plan must submit the provider's name,
               the number of full time staff, the number of recipients by
               population group, and the caseload size. This report is included
               in the template.

60.3.3         PATIENT SATISFACTION REPORTING

               In Areas 1 and 6, the plan shall conduct a behavioral health
               patient satisfaction survey in both English and Spanish by March
               1, of each year.

               The plan shall report the results of the survey to the agency by
               May 15, of each year. The sampling for the survey shall be a
               statistically significant sample of each category represented for
               members having received behavioral health services during the
               period reflected in the report.

60.3.4         GRIEVANCE REPORTING

               In Areas 1 and 6, the plan shall include in its quarterly
               grievance reports, a sub-listing of all current behavioral health
               related grievances and the status of such grievances to the
               agency as required in Section 60.2, HMO Reporting Requirements,
               of this contract.

60.3.5         QUALITY IMPROVEMENT REPORTING

               In Areas 1 and 6, the plan shall submit to the plan analyst, on a
               quarterly basis, a summary of the plan's behavioral health
               quality improvement activities and findings for that quarter, as
               well as a summary on the status of any unresolved prior quarter
               behavioral health care services issues. In addition, the plan
               shall include behavioral health quality improvement activities
               and reporting as part of the plan's general assurance activities
               as required in Section 20.12, Quality Improvement, of this
               contract.

60.3.6         SERVICE UTILIZATION REPORTING (Quarterly Template_MH. XLS)

               The plan shall report all discharges from acute care hospitals in
               Section 60.2.7 Inpatient Discharge report. These discharges are
               accompanied by up to three diagnosis codes. The agency will use
               these detailed discharge records to evaluate utilization of
               inpatient services for behavioral health diagnoses, as well as
               compare the utilization patterns and the behavioral health status
               of members of contracted plans. In addition, two other service
               utilization reports specific to behavioral health must be
               submitted each month.

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               This information is included in a reporting template. Quarterly
               Template_MH.xls, due to the agency 45 days from the end of the
               quarter being reported. The service utilization summary lists by
               service type, by eligibility category, by age, the number of
               recipients and number of units of service they received. The
               detailed service utilization report gives information about
               specific recipients, what services they received during the
               month, and who provided the service. The following services must
               be reported in summary and detail: Hospital Acute Care; CSU Acute
               Care; ER Services; Holding/Observation Bed; Crisis Intervention
               Services; Medical Psychiatric Services; Day Treatment;
               Rehabilitative Services; Counseling and Therapy Services;
               Evaluation and Testing Services; Psych Evaluation for Nursing
               Home Admissions; Functional Assessments; Intensive Therapeutic
               On-Site Services; Home and Community Based Rehabilitation
               Services; Prevention; Opportunities for Recovery and
               Reintegration; Specialized Case Management; Children's Targeted
               Case Management; Adult's Targeted Case Management; Intensive Case
               Management; and Other Medically Necessary Services.

60.3.7         CRITICAL INCIDENT REPORTING (Monthly Template_MH.xls)

               The plan must report all member critical incidents at least on a
               monthly basis immediately following the occurrence. This report
               is included in the template. This information is supplied in
               summary regarding the following types of incidents: Suicide;
               Homicide; Abuse/Neglect; Injury or Illness; Sexual Battery;
               Medication Errors; Suicide Attempt; Altercations Requiring
               Medical Intervention; Escape; Elopement; and Other Reportable
               Incidents.

               In addition, Critical incident reporting must be done in the
               manner prescribed by the appropriate district's DCF Alcohol, Drug
               Abuse Mental Health office. Reporting forms and procedures shall
               be available at each DCF district's Alcohol, Drug Abuse and
               Mental Health office.

60.3.8         BEHAVIORAL HEALTH CARE EXPENDITURE REPORT (Annual Template
               Expenditure_MH.XLS)

               By April 1 of each year, plans with members in Areas 1 and 6
               shall provide a breakdown of expenditures related to the
               provision of behavioral health care, using the spreadsheet
               template provided by the agency. Pursuant to Section 409.
               912(3)(b), F.S., 80 percent of the capitation paid to the plan
               shall be expended for the provision of behavioral health care
               services. In the event the plan expends less than 80 percent of
               the capitation, the difference shall be returned to the agency no
               later than May 1 of each year.

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70.0           TERMS AND CONDITIONS

70.1           AGENCY CONTRACT MANAGEMENT

               The Bureau of Managed Health Care within the agency shall be
               responsible for management of the contract. All statewide policy
               decision making or contract interpretation shall be made by the
               Division of Medicaid. In addition, the Division of Medicaid shall
               be responsible for the interpretation of all federal and state
               laws, rules and regulations governing or in any way affecting
               this contract. Management shall be conducted in good faith with
               the best interest of the state and the recipients it serves being
               the prime consideration. The agency shall provide final
               interpretation of general Medicaid policy. When interpretations
               are required, the plan shall submit written requests to the
               agency.

70.2           APPLICABLE LAWS AND REGULATIONS

               The plan agrees to comply with all applicable federal and state
               laws, rules and regulations including but not limited to: Title
               42 Code of Federal Regulations (CFR) Chapter IV, Subchapter C;
               Title 45 CFR, Part 74, General Grants Administration
               Requirements; Chapters 409 and 641, Florida Statutes; all
               applicable standards, orders, or regulations issued pursuant to
               the Clean Air Act of 1970 as amended (42 USC 1857, et seq.);
               Title VI of the Civil Rights Act of 1964 (42 USC 2000d) in regard
               to persons served; 42 CFR 431, Subpart F, Section 409.907(3)(d),
               F.S., and Rule 59G-8.100 (24)(b), F. A. C. in regard to the
               contractor safeguarding information about recipients; Title VII
               of the Civil Rights Act of 1964 (42 USC 2000e) in regard to
               employees or applicants for employment; Rule 59G-8.100, F.A.C.;
               Section 504 of the Rehabilitation Act of 1973, as amended, 29
               USC. 794, which prohibits discrimination on the basis of handicap
               in programs and activities receiving or benefiting from federal
               financial assistance; Chapter 641, parts I and III, F.S., in
               regard to managed care; the Age Discrimination Act of 1975, as
               amended, 42 USC. 6101 et. seq., which prohibits discrimination on
               the basis of age in programs or activities receiving or
               benefiting from federal financial assistance; the Omnibus Budget
               Reconciliation Act of 1981, P.L. 97-35, which prohibits
               discrimination on the basis of sex and religion in programs or
               activities receiving or benefiting from federal financial
               assistance; Medicare - Medicaid Fraud and Abuse Act of 1978; the
               federal omnibus budget reconciliation acts; Americans with
               Disabilities Act (42 USC 12101, et seq.); the Newborns' and
               Mothers' Health Protection Act of 1996; and the Balanced Budget
               Act of 1997. The plan is subject to any changes in federal and
               state law, rules, or regulations.

70.3           ASSIGNMENT

               Except as provided below or with the prior written approval of
               the agency, which approval shall not be unreasonably withheld,
               this contract and the monies which may become due are not to be
               assigned, transferred, pledged or hypothecated in any way by the
               plan, including by way of an asset or stock purchase of the plan
               and shall not be subject to execution, attachment or similar
               process by the plan.

               a.   As provided by Section 409.912(17). F.S., when a merger or
                    acquisition of a plan has been approved by the Department of
                    Insurance pursuant to Section 628.4615, F. S., the agency
                    shall approve the assignment or transfer of the appropriate
                    Medicaid HMO contract upon the request of the surviving
                    entity of the merger or acquisition if the plan and the
                    surviving entity have been in good standing with the agency
                    for the most recent 12 month period, unless the agency
                    determines that the assignment or transfer would be
                    detrimental to the Medicaid recipients or the Medicaid
                    program. The entity requesting the assignment or transfer
                    shall notify the agency of the request 60 days prior to the
                    anticipated effective date.

               b.   To be in good standing, a plan must not have failed
                    accreditation or committed any material violation of the
                    requirements of Section 641.52. F.S.. and must meet the
                    Medicaid contract requirements.

               c.   For the purposes of this section, a merger or acquisition
                    means a change in controlling interest of a plan, including
                    an asset or stock purchase.

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70.4           ATTORNEY'S FEES

               In the event of a dispute, each party to the contract shall be
               responsible for its own attorneys' fees except as otherwise
               provided by law.

70.5           CONFLICT OF INTEREST

               The contract is subject to the provisions of Chapter 112, Florida
               Statutes. The plan must disclose the name of any officer,
               director, or agent who is an employee of the State of Florida, or
               any of its agencies. Further, the plan must disclose the name of
               any state employee who owns, directly or indirectly, an interest
               of five percent or more in the offerer's firm or any of its
               branches. The plan covenants that it presently has no interest
               and shall not acquire any interest, direct or indirect, which
               would conflict in any manner or degree with the performance of
               the services hereunder. The plan further covenants that in the
               performance of the contract no person having any such known
               interest shall be employed. No official or employee of the agency
               and no other public official of the State of Florida or the
               federal government who exercises any functions or
               responsibilities in the review or approval of the undertaking of
               carrying out the contract shall, prior to completion of this
               contract, voluntarily acquire any personal interest, direct or
               indirect, in this contract or proposed contract

70.6           CONTRACT VARIATION

               If any provision of the contract (including items incorporated by
               reference) is declared or found to be illegal, unenforceable, or
               void, then both the agency and the plan shall be relieved of all
               obligation arising under such provisions. If the remainder of the
               contract is capable of performance, it shall not be affected by
               such declaration or finding and shall be fully performed. In
               addition, if the laws or regulations governing this contract
               should be amended or judicially interpreted as to render the
               fulfillment of the contract impossible or economically
               infeasible, both the agency and the provider shall be discharged
               from further obligations created under the terms of the contract.
               However, such declaration or finding shall not affect any rights
               or obligations of either party to the extent that such rights or
               obligations arise from acts performed or events occurring prior
               to the effective date of such declaration or finding.

70.7           COURT OF JURISDICTION OR VENUE

               For purposes of any legal action occurring as a result of or
               under this contract, between the plan and the agency, the place
               of proper venue shall be Leon County.

70.8           CROSSOVER CLAIMS FOR MEDICAID/MEDICARE ELIGIBLE MEMBERS

               The plan shall reimburse non-participating providers for Medicare
               deductibles and co-insurance payments for Medicare dually
               eligible members according to the lesser of the following: the
               rate negotiated with the provider or the reimbursement amount as
               stipulated in Section 409.908(13), F.S.

               The plan shall reimburse providers for such services no later
               than 35 calendar days after submittal of a clean claim which
               includes an explanation of Medicare benefits, or, if no
               explanation of Medicare benefits is provided, the plan shall
               comply with the third party payor requirements in Section 70.20,
               Third Party Resources.

70.9           DAMAGES FOR FAILURE TO MEET CONTRACT REQUIREMENTS

               In addition to any remedies available through this contract, in
               law or equity, the plan shall reimburse the agency for any
               federal disallowances or sanctions imposed on the agency as a
               result of the provider's failure to abide by the terms of this
               contract.

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70.10          DISPUTES

               Any disputes which arise out of or relate to this contract shall
               be decided by the agency's Division of Medicaid who shall reduce
               his/her decision to writing and serve a copy on the plan. The
               decision of the agency's Division of Medicaid shall be final and
               conclusive. Should the plan challenge an agency decision through
               arbitration as provided below, the action shall not be stayed
               except by order of an arbitrator. Thereafter, a plan shall
               resolve any controversy or claim arising out of or relating to
               the contract, or the breach thereof, by arbitration. Said
               arbitration shall be held in the City of Tallahassee, Florida,
               and administered by the American Arbitration Association in
               accordance with its applicable rules and the Florida Arbitration
               Code (Chapter 682, F.S.). Judgment upon any award rendered by
               the arbitrator may be entered by the Circuit Court in and for the
               Second Judicial Circuit, Leon County, Florida. The chosen
               arbitrator must be a member of the Florida Bar actively engaged
               in the practice of law with expertise in the process of deciding
               disputes and interpreting contracts in the health care field. Any
               arbitration award shall be in writing and shall specify the
               factual and legal bases for the award. Either party may appeal a
               judgment entered pursuant to an arbitration award to the First
               District Court of Appeal. The parties shall bear their own costs
               and expenses relating to the preparation and presentation of a
               case in arbitration. The arbitrator shall award to the prevailing
               party all administrative fees and expenses of the arbitration,
               including the arbitrator's fee. This contract with numbered
               attachments represents the entire agreement between the plan and
               the agency with respect to the subject matter in it and
               supersedes all other contracts between the parties when it is
               duly signed and authorized by the plan and the agency.
               Correspondence and memoranda of understanding do not constitute
               part of this contract. In the event of a conflict of language
               between the contract and the attachments, the provisions of the
               contract shall govern. However, the agency reserves the right to
               clarify any contractual relationship in writing with the
               concurrence of the plan and such clarification shall govern.
               Pending final determination of any dispute over an agency
               decision, the plan shall proceed diligently with the performance
               of the contract and in accordance with the agency's Division of
               Medicaid direction.

70.11          FORCE MAJEURE

               The agency shall not be liable for any excess cost to the plan if
               the agency's failure to perform the contract arises out of causes
               beyond the control and without the result of fault or negligence
               on the part of the agency. In all cases, the failure to perform
               must be beyond the control without the fault or negligence of the
               agency. The plan shall not be liable for performance of the
               duties and responsibilities of the contract when its ability to
               perform is prevented by causes beyond its control. These acts
               must occur without the fault or negligence of the plan. These
               include destruction to the facilities due to hurricanes, fires,
               war, riots, and other similar acts. Annually by May 31, the plan
               shall submit to the agency for approval an emergency management
               plan specifying what actions the plan shall conduct to ensure the
               ongoing provisions of health services in a disaster or man-made
               emergency.

70.12          LEGAL ACTION NOTIFICATION

               The plan shall give the agency by certified mail immediate
               written notification (no later than 30 calendar days after
               service of process) of any action or suit filed or of any claim
               made against the plan by any subcontractor, vendor, or other
               party which results in litigation related to this contract for
               disputes or damages exceeding the amount of $50,000. In
               addition, the plan shall immediately advise the agency of the
               insolvency of a subcontractor or of the filing of a petition in
               bankruptcy by or against a principal subcontractor.

70.13          LICENSING

               In accordance with Section 409.912(3)(a). F.S., all entities
               that provide Medicaid prepaid health care services must be
               commercially licensed in accordance with the provisions of Part I
               and Part III of Chapter 641.F.S.

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70.14          MISUSE OF SYMBOLS, EMBLEMS, OR NAMES IN REFERENCE TO MEDICAID

               No person or plan may use, in connection with any item
               constituting an advertisement, solicitation, circular, book,
               pamphlet or other communication, or a broadcast, telecast, or
               other production, alone or with other words, letters, symbols or
               emblems the words "Medicaid," or "Agency for Health Care
               Administration," except as required in the agency's core
               contract, page 2, unless prior written approval is obtained from
               the agency. Specific written authorization from the agency is
               required to reproduce, reprint, or distribute any agency form,
               application, or publication for a fee. State and local
               governments are exempt from this prohibition. A disclaimer that
               accompanies the inappropriate use of program or agency terms does
               not provide a defense. Each piece of mail or information
               constitutes a violation.

70.15          NON-RENEWAL

               This contract shall be renewed only upon mutual consent of the
               parties. Either party may decline to renew the contract for any
               reason. Chapter 120, F.S. does not apply to a decision by the
               Agency not to renew this contract.

70.16          OFFER OF GRATUITIES

               By signing this agreement, the plan signifies that no member of
               or a delegate of Congress, nor any elected or appointed official
               or employee of the State of Florida, the General Accounting
               Office, Department of Health and Human Services, CMS, or any
               other federal agency has or shall benefit financially or
               materially from this procurement. The contract may be terminated
               by the agency if it is determined that gratuities of any kind
               were offered to or received by any officials or employees from
               the offerer, his agent, or employees.

70.17          SANCTIONS

               In accordance with Section 4707 of the Balanced Budget Act of
               1997, and Section 409.912(19), F.S., the agency may impose any
               of the following sanctions against the plan if it determines that
               the plan has violated any provision of this contract, or the
               applicable statutes or rules governing Medicaid HMOs:

               a.   Suspension of the plan's voluntary enrollments and
                    participation in the assignment process for Medicaid
                    enrollment;

               b.   Suspension or revocation of payments to the plan for
                    Medicaid recipients enrolled during the sanction period. If
                    the plan has violated the contract, the agency may order the
                    plan to reimburse the complainant for out-of-pocket
                    medically necessary expenses incurred or order the plan to
                    pay non- network plan providers who provide medically
                    necessary services;

               c.   Suspension of all marketing activities to Medicaid
                    recipients;

               d.   Imposition of a fine for violation of the contract with the
                    agency, pursuant to Section 409.912(19), F.S.

               e.   Termination pursuant to paragraph III.B.(3) of the agency
                    core contract and Section 70.19, Termination Procedures.

               f.   In accordance with Section 409.912(25), F.S., if the
                    plan's Child Health Check-Up screening compliance rate is
                    below 60 percent, it must submit to the agency, and
                    implement, an agency accepted corrective action plan. If the
                    plan does not meet the standard established in the
                    corrective action plan during the time period indicated in
                    the corrective action plan, the agency has the authority to
                    impose sanctions in accordance with this section.

                    Unless the duration of a sanction is specified, a sanction
                    shall remain in effect until the agency is satisfied that
                    the basis for imposing the sanction has been corrected and
                    is not likely to recur.

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70.18          SUBCONTRACTS

               The plan is responsible for all work performed under this
               contract, but may, with the written approval of the agency, enter
               into subcontracts for the performance of work required under this
               contract. All subcontracts and amendments executed by the plan
               must meet the following requirements and all model provider
               subcontracts must be approved, in writing, by the agency in
               advance of implementation. All subcontractors must be eligible
               for participation in the Medicaid program; however, the
               subcontractor is not required to participate in the Medicaid
               program as a provider. The Agency encourages use of minority
               business enterprise subcontractors. Subcontracts are required
               with all major providers of services including all primary care
               sites.

               The plan shall not discriminate with respect to participation,
               reimbursement, or indemnification as to any provider who is
               acting within the scope of the provider's license, or
               certification under applicable state law, solely on the basis of
               such license, or certification, in accordance with Section 4704
               of the Balanced Budget Act of 1997. This paragraph shall not be
               construed to prohibit a plan from including providers only to the
               extent necessary to meet the needs of the plan's enrollees or
               from establishing any measure designed to maintain quality and
               control costs consistent with the responsibilities of the
               organization.

               No subcontract which the plan enters into with respect to
               performance under the contract shall in any way relieve the plan
               of any responsibility for the performance of duties under this
               contract. The plan shall assure that all tasks related to the
               subcontract are performed in accordance with the terms of this
               contract. The plan shall identify in its subcontracts any aspect
               of service that may be further subcontracted by the
               subcontractor.

               All model and executed subcontracts and amendments used by the
               plan under this contract must be in writing, signed, and dated by
               the plan and the subcontractor and meet the following
               requirements:

               a.   Identification of conditions and method of payment:

                    1.   The plan agrees to make payment to all subcontractors
                         pursuant to Section 641.3155, F.S. If third party
                         liability exists, payment of claims shall be determined
                         in accordance with Section 70.20, Third Party
                         Resources.

                    2.   Provide for prompt submission of information needed to
                         make payment.

                    3.   Make full disclosure of the method and amount of
                         compensation or other consideration to be received from
                         the plan. The provider shall not charge for any service
                         provided to the member at a rate in excess of the rates
                         established by the plan's subcontract with the provider
                         in accordance with Section 1128B(d)(l), Social Security
                         Act (enacted by Section 4704 of the Balanced Budget Act
                         of 1997).

                    4.   Require an adequate record system be maintained for
                         recording services, charges, dates and all other
                         commonly accepted information elements for services
                         rendered to recipients under the contract.

                    5.   Physician incentive plans must comply with 42 CFR 417.
                         479. Plans shall make no specific payment directly or
                         indirectly under a physician incentive plan to a
                         physician or physician group as an inducement to reduce
                         or limit medically necessary services furnished to an
                         individual enrollee. Incentive plans must not contain
                         provisions which provide incentives, monetary or
                         otherwise, for the withholding of medically necessary
                         care.

                         The plan must disclose information on provider
                         incentive plans listed in 42 CFR 417.479(h)(l) and
                         417.479(I) at the times indicated in 42 CFR 417.
                         479(d)-(g). All such arrangements must be submitted to
                         the agency for approval, in writing, prior to use. If
                         any other type of withhold arrangement currently
                         exists, it must be omitted from all subcontracts.

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                    6.   Specify whether the plan will assume full
                         responsibility for third party collections in
                         accordance with Section 70.20, Third Party Resources.

               b.   Provisions for monitoring and inspections:

                    1.   Provide that the agency and DHHS may evaluate through
                         inspection or other means the quality, appropriateness
                         and timeliness of services performed.

                    2.   Provide for inspections of any records pertinent to the
                         contract by the agency and DHHS.

                    3.   Require that records be maintained for a period not
                         less than five years from the close of the contract and
                         retained further if the records are under review or
                         audit until the review or audit is complete. (Prior
                         approval for the disposition of records must be
                         requested and approved by the provider if the
                         subcontract is continuous.)

                    4.   Provide for monitoring and oversight by the plan and
                         the subcontractor to provide assurance that all
                         licensed medical professionals are credentialed in
                         accordance with the plan's and the agency's
                         credentialing requirements as found in Section 20.5.1,
                         Credentialing and Recredentialing Policies and
                         Procedures, if the plan has delegated the credentialing
                         to a subcontractor.

                    5.   Provide for monitoring of services rendered to
                         recipients sponsored by the provider.

               c.   Specification of functions of the subcontractor:

                    1.   Identify the population covered by the subcontract.

                    2.   Specify the amount, duration and scope of services to
                         be provided by the subcontractor, including a
                         requirement that the subcontractor continue to provide
                         services through the term of the capitation period for
                         which the agency has paid the plan.

                    3.   Provide for timely access to physician appointments to
                         comply with the following availability schedule: urgent
                         care - within one day; routine sick care - within one
                         week; well care - within one month.

                    4.   Provide for submission of all reports and clinical
                         information required by the plan, including Child
                         Health Check-Up reporting (if applicable).

                    5.   Provide for the participation in any internal and
                         external quality improvement, utilization review, peer
                         review, and grievance procedures established by the
                         plan.

               d.   Protective clauses:

                    1.   Require safeguarding of information about recipients
                         according to 42 CFR, Part 431, Subpart F.

                    2.   Require compliance with HIPAA privacy and security
                         provisions.

                    3.   Require an exculpatory clause, which survives
                         subcontract termination including breach of subcontract
                         due to insolvency, that assures that recipients or the
                         agency may not be held liable for any debts of the
                         subcontractor and, in accordance with 42 CFR 447.15,
                         that the recipient is not liable to the provider for
                         any services for which the health maintenance
                         organization is liable as specified in Section
                         641.3154, F.S.

                    4.   Contain a clause indemnifying, defending and holding
                         the agency and the plan members harmless from and
                         against all claims, damages, causes of action, costs or
                         expense, including court costs and reasonable attorney
                         fees to the extent proximately caused by any negligent
                         act or other wrongful

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                         conduct arising from the subcontract agreement. This
                         clause must survive the termination of the subcontract,
                         including breach due to insolvency. The agency may
                         waive this requirement for itself, but not plan
                         members, for damages in excess of the statutory cap on
                         damages for public entities if the subcontractor is a
                         public health entity with statutory immunity. All such
                         waivers must be approved in writing by the agency.

                    5.   Require that the subcontractor secure and maintain
                         during the life of the subcontract worker's
                         compensation insurance for all of its employees
                         connected with the work under this contract unless such
                         employees are covered by the protection afforded by the
                         plan. Such insurance shall comply with the Florida's
                         Worker's Compensation Law.

                    6.   Pursuant to Section 641.315(9), F.S., contain no
                         provision that prohibits the physician from providing
                         inpatient services in a contracted hospital to a
                         subscriber if such services are determined by the
                         organization to be medically necessary and covered
                         services under the organization's contract with the
                         contract holder.

                    7.   Contain no provision restricting the provider's ability
                         to communicate information to the provider's patient
                         regarding medical care or treatment options for the
                         patient when the provider deems knowledge of such
                         information by the patient to be in the best interest
                         of the health of the patient.

                    8.   Pursuant to Section 641.315(10), contain no provision
                         requiring providers to contract for more than one HMO
                         product or otherwise be excluded.

                    9.   Pursuant to Section 641.315(6), F.S., contain no
                         provision that in any way prohibits or restricts the
                         health care provider from entering into a commercial
                         contract with any other plan.

                    10.  Specify that if the subcontractor delegates or
                         subcontracts any functions of the plan, that the
                         subcontract or delegation include all the requirements
                         of this section.

                    11.  Make provisions for a waiver of those terms of the
                         subcontract which, as they pertain to Medicaid
                         recipients, are in conflict with the specifications of
                         this contract.

                    12.  Specify procedures and criteria for extension,
                         renegotiation and termination, and that the provider
                         must give 60 days' advance written notice to the plan,
                         and the Department of Insurance before canceling the
                         contract with the plan for any reason. Nonpayment for
                         goods or services rendered by the provider to the plan
                         is not a valid reason for avoiding the 60 day advance
                         notice of cancellation pursuant to Section
                         641.315(2)(a)2., F.S. A copy of the notice shall be
                         filed simultaneously with the agency.

                         Pursuant to Section 641.315(2)(b), F.S., specify that
                         the plan will provide 60 days' advance written notice
                         to the provider and the Department of Insurance before
                         canceling, without cause, the contract with the
                         provider, except in a case in which a patient's health
                         is subject to imminent danger or a physician's ability
                         to practice medicine is effectively impaired by an
                         action by the Board of Medicine or other governmental
                         agency, in which case notification shall be provided to
                         the agency immediately. A copy of the notice submitted
                         to the Department of Insurance shall be filed
                         simultaneously with the agency.

70.18.1        HOSPITAL SUBCONTRACTS

               All hospital subcontracts must meet the requirements outlined in
               Section 70.18, Subcontracts. In addition such subcontracts must
               require that the hospitals notify the plan of births where the
               mother is a plan member. The subcontract must also specify which
               entity (plan or hospital) is responsible for completing form
               DCF-ES 2039 and submitting it to the local DCF Economic
               Self-Sufficiency Services office. The subcontract must also
               indicate that the plan's name must be indicated as the referring
               agency when the form DCF-ES 2039 is completed.

                                       123

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July 2002                                                  Medicaid HMO Contract

70.19          TERMINATION PROCEDURES

               In conjunction with Section III.B., Termination, on page 3 of
               the agency's core contract, termination procedures are required.
               The plan agrees to extend the thirty (30) calendar days notice
               found in Section III.B.1., Termination at Will, on page 3 of
               the agency's core contract to ninety (90) calendar days notice.
               The party initiating the termination shall render written notice
               of termination to the other party by certified mail, return
               receipt requested, or in person with proof of delivery, or by
               facsimile letter followed by certified mail, return receipt
               requested. The notice of termination shall specify the nature of
               termination, the extent to which performance of work under the
               contract is terminated, and the date on which such termination
               shall become effective. In accordance with 1932(e)(4), Social
               Security Act, the agency shall provide the plan with an
               opportunity for a hearing prior to termination for cause.

               Upon receipt of final notice of termination, on the date and to
               the extent specified in the notice of termination, the plan
               shall:

               a.   Stop work under the contract, but not before the termination
                    date.

               b.   Cease enrollment of new recipients under the contract.

               c.   Terminate all marketing activities and subcontracts relating
                    to marketing.

               d.   Assign to the state those subcontracts as directed by the
                    agency's contracting officer including all the rights, title
                    and interest of the plan for performance of those
                    subcontracts.

               e.   In the event the agency has terminated this contract in one
                    or more agency areas of the state, complete the performance
                    of this contract in all other areas in which the plan has
                    not been terminated.

               f.   Take such action as may be necessary, or as the agency's
                    contracting officer may direct, for the protection of
                    property related to the contract which is in the possession
                    of the plan and in which the agency has been granted or may
                    acquire an interest.

               g.   Not accept any payment after the contract ends unless the
                    payment is for the time period covered under the contract.
                    Any payments due under the terms of this contract may be
                    withheld until the agency receives from the plan all written
                    and properly executed documents as required by the written
                    instructions of the agency.

               h.   At least 30 calendar days prior to the termination effective
                    date, provide written notification to all members of the
                    following information: the date on which the plan will no
                    longer participate in the State's Medicaid program; and
                    instructions on contacting the agency's enrollment and
                    disenrollment services help line to obtain information on
                    members' enrollment options and to request a change in
                    managed care enrollment.

                    In addition, through separate written notification, the plan
                    shall inform the parents or guardians of members enrolled in
                    the MediKids program that they must contact the MediKids
                    help line to make another managed care selection in order to
                    continue to be eligible for the program and receive
                    services.

70.20          THIRD PARTY RESOURCES

               The plan shall be responsible for making every reasonable effort
               to determine the legal liability of third parties to pay for
               services rendered to members under this contract. The plan has
               the same rights to recovery of the full value of services as the
               agency. (See Section 409.910, F.S.) The following standards
               govern recovery.

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               a.   If the plan has determined that third party liability exists
                    for part or all of the services provided directly by the
                    plan to a member, the plan shall make reasonable efforts to
                    recover from third party liable sources the value of
                    services rendered.

               b.   If the plan has determined that third party liability exists
                    for part or all of the services provided to a member by a
                    subcontractor or referral provider, and the third party is
                    reasonably expected to make payment within 120 calendar
                    days, the plan may pay the subcontractor or referral
                    provider only the amount, if any, by which the
                    subcontractor's allowable claim exceeds the amount of the
                    anticipated third party payment; or, the plan may assume
                    full responsibility for third party collections for service
                    provided through the subcontractor or referral provider.

               c.   The plan may not withhold payment for services provided to a
                    member if third party liability or the amount of liability
                    cannot be determined, or if payment shall not be available
                    within a reasonable time, beyond 120 calendar days from the
                    date of receipt.

               d.   When both the agency and the plan have liens against the
                    proceeds of a third party resource, the agency shall prorate
                    the amount due to Medicaid to satisfy such liens under
                    Section 409.910, F.S., between the agency and the plan.
                    This prorated amount shall satisfy both liens in full.

               e.   The agency may, at its sole discretion, offer to provide
                    third party recovery services to the plan. If the plan
                    elects to authorize the agency to recover on its behalf, the
                    plan shall be required to provide the necessary data for
                    recovery in the format prescribed by the agency. All
                    recoveries, less the agency's cost to recover shall be
                    income to the plan. The cost to recover shall be expressed
                    as a percentage of recoveries and shall be fixed at the time
                    the plan elects to authorize the agency to recover on its
                    behalf.

               f.   All funds recovered from third parties shall be treated as
                    income for the plan.

70.21          WAIVER

               No covenant, condition, duty, obligation, or undertaking
               contained in or made a part of the contract shall be waived
               except by written agreement of the parties, and forbearance or
               indulgence in any other form or manner by either party in any
               regard whatsoever shall not constitute a waiver of the covenant,
               condition, duty, obligation, or undertaking to be kept,
               performed, or discharged by the party to which the same may
               apply. Until complete performance or satisfaction of all such
               covenants, conditions, duties, obligations, or undertakings, the
               other party shall have the right to invoke any remedy available
               under law or equity not withstanding any such forbearance or
               indulgence.

70.22          WITHDRAWING SERVICES FROM A COUNTY

               If the plan intends to withdraw services from a county, it shall
               provide written notice to its members in that county at least 60
               calendar days prior to the last day of service. The notice shall
               contain the same information as required for a notice of
               termination according to subsection h. of Section 70.19,
               Termination Procedures. The plan shall also provide written
               notice of the withdrawal to all subcontractors in the county.

                                       125

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80.0           METHOD OF PAYMENT

80.1           PAYMENT TO PLAN BY AGENCY

               This is a fixed price unit cost contract. The agency or its
               appointed fiscal agent shall make payment to the plan on a
               monthly basis for the plan's satisfactory performance of its
               duties and responsibilities as set forth in this contract. To
               accommodate payments, the plan is enrolled as an HMO provider
               with the Medicaid fiscal agent. Section 60.2, HMO Reporting
               Requirements, details the enrollment reports, the monthly payment
               request processing, and service utilization procedures.

               a.   The plan may submit one fee-for-service claim for each
                    member who receives an adult health screening or a Child
                    Health Check-Up from a Medicaid enrolled provider within
                    three (3) months of the member's enrollment.

               b.   The agency shall pay the applicable capitation rate for each
                    member whose name appears on the HMO ONGOING REPORT (FLMR
                    8200-R004) and the HMO REINSTATEMENT REPORT (FLMR 8200-
                    R009) for each month, except that the agency shall not pay
                    for any part of the total enrollment that exceeds the
                    maximum authorized enrollment level(s) expressed in this
                    contract. The payment amount shall depend upon the number of
                    members in each capitation category, at a rate as provided
                    for by this contract, or as adjusted pursuant to the
                    contract when necessary. The plan is obligated to provide
                    services pursuant to the terms of this contract for all
                    members for whom the plan has received capitation payment or
                    for whom the agency has assured the plan that capitation
                    payment is forthcoming.

               c.   The capitation rates to be paid are developed using
                    historical rates paid by Medicaid fee-for-service for
                    similar services in the same geographic area, adjusted for
                    inflation, where applicable. The rates to be paid do not
                    exceed that amount which would have been paid, on an
                    aggregate basis, by Medicaid under fee-for-service for the
                    same services to a demographically similar population of
                    recipients.

               d.   For plans participating in the frail/elderly program, the
                    plan is paid a capitation rate for each member who has
                    received the appropriate CARES assessment based on the
                    Medicaid fee-for-service claims experience of a like group
                    of similarly assessed recipients. The rate merges the claims
                    experience from both the community setting and the nursing
                    home setting for the rate base group of recipients for the
                    rate base year. The plan receives the "nursing home"
                    capitation rate for each member for as long as the member
                    remains a member and continues to meet the minimum nursing
                    home level of care. If the member, upon reassessment by
                    CARES, loses the nursing home level of care, the member
                    reverts back to the standard community capitation rate
                    applicable to his/her eligibility group.

               e.   The capitation rates to be paid shall be as indicated in
                    Section 90.0, Payment and Authorized Enrollment Levels,
                    which indicates an initial and maximum authorized enrollment
                    levels and capitation rates applicable to each authorized
                    eligibility category.

               f.   At such time as the agency receives legislative direction to
                    assess plans for enrollment and disenrollment services
                    costs, the agency shall apply assessments, in quarterly
                    installments each year, against the plan's next capitation
                    payment to pay for enrollment and disenrollment services
                    contractor costs as follows:

                    1.   July 1, for costs estimated for the agency's enrollment
                         and disenrollment services contractor system and
                         contract for July and the following two months.

                    2.   October 1, for costs related to the third party
                         enrollment and disenrollment services contract for
                         October and the following two months.

                    3.   January 1, for costs related to maintaining the third
                         party enrollment and services contract for January and
                         the following two months.

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July 2002                                                  Medicaid HMO Contract

                    4.   April 1, for costs related to maintaining the third
                         party enrollment and disenrollment services contract
                         for April and the following two months.

               g.   Unless otherwise specified in this contract, the plan shall
                    accept the capitation payment received each month as payment
                    in full by the agency for all services provided to members
                    covered under this contract and the administrative costs
                    incurred by the plan in providing or arranging for such
                    services. Any and all costs incurred by the plan in excess
                    of the capitation payment shall be borne in total by the
                    plan.

               h.   Potentially, several frail/elderly members may be receiving
                    care from the plan prior to actually being listed on the
                    monthly enrollment roster. The plan may be eligible to
                    receive retroactive capitation payments for those members
                    once they are enrolled and listed on the monthly roster.
                    Retroactive capitation payments will not be granted due to
                    retroactive Medicaid eligibility, however. In order to
                    receive the retroactive capitation payment, the following
                    must be met:

                    1.   The member must meet established Level of Care (LOC)
                         requirements.

                    2.   The member is eligible for Medicaid, and is
                         successfully enrolled on the monthly enrollment roster
                         under the appropriate county's frail/elderly Medicaid
                         provider number.

                    3.   The member's LOC must be dated prior to the first day
                         of the month retroactive capitation payment is being
                         requested.

                    4.   Proof of the care provided must be presented (e.g.,
                         copy of a paid claim for the care provided in the retro
                         month).

                    5.   A letter from the plan requesting that the retroactive
                         capitation payment be considered, with the required
                         documentation included.

80.2           NEWBORN PAYMENT AND PROCEDURES

               The plan is responsible for payment of all covered services
               provided to newborns for up to the first three months of life
               unless the newborn is disenrolled from the plan by the mother or
               the mother enrolls the newborn in Children's Medical Services.

               a.   The agency shall pay a capitation rate for each newborn
                    covered month that is equal to the capitation rate for the
                    TANF eligibility category multiplied by the number of months
                    of coverage, not to exceed the birth month and the next two
                    consecutive months. The infant must be enrolled through the
                    established enrollment procedures as indicated in Section
                    30.9, Newborn Enrollment, of this attachment, and Section
                    60.2.4, Newborn Payment Report.

               b.   The plan may submit a "Newborn Payment" report to the agency
                    at least quarterly but no more frequently than monthly as
                    specified in Section 60.2.4, Newborn Payment Report, to
                    request payment for up to three months capitation payment
                    for newborns that were not identified through the unborn
                    assignment process. Newborn payment reports shall be treated
                    as invoices and, therefore, are subject to provisions in
                    this contract governing invoices. Failure to submit a
                    newborn report does not relieve the provider of coverage
                    liability. If the report is in error or incomplete, the
                    report shall be returned to the plan for error correction or
                    completion.

80.3           RATE ADJUSTMENTS

               The plan and the agency acknowledge that the capitation rates
               paid under this contract as specified in Section 90.0, Payment
               and Maximum Authorized Enrollment Levels, of this contract are
               subject to approval by the federal government.

                                       127

<PAGE>

July 2002                                                  Medicaid HMO Contract

               a.   Adjustments to funds previously paid and to be paid may be
                    required. Funds previously paid shall be adjusted when
                    capitation rate calculations are determined to have been in
                    error, or when capitation payments have been made for
                    recipients who are determined not to have been eligible for
                    HMO membership during the period for which the capitation
                    payments were made. In such events, the plan agrees to
                    refund any overpayment and the agency agrees to pay any
                    underpayment.

               b.   The agency agrees to adjust capitation rates to reflect
                    budgetary changes in the Medicaid fee-for- service program.
                    The rate of payment and total dollar amount may be adjusted
                    with a properly executed amendment when Medicaid
                    fee-for-service expenditure changes have been established
                    through the appropriations process and subsequently
                    identified in the agency's operating budget.
                    Legislatively-mandated changes shall take effect on the
                    dates specified in the legislation.

               c.   If the agency has received legislative direction as
                    specified in Section 80.1 e., Payment to Plan by Agency,
                    the agency shall annually, or more frequently, determine the
                    actual expenditures for enrollment and disenrollment
                    services. The agency will compare capitation rate
                    assessments to the actual costs for enrollment and
                    disenrollment services. The following factors will enter
                    into any cost settlement process:

                    1.   If the amount of capitation assessments are less than
                         the actual cost of providing enrollment and
                         disenrollment services, the plan will return the
                         difference to the agency within thirty calendar days of
                         settlement.

                    2.   If the amount of capitation assessments exceeds the
                         actual cost of providing enrollment, and disenrollment
                         services, the agency will make up the difference to the
                         plan within thirty calendar days of the settlement.

80.4           ERRORS

               Plans are expected to prepare carefully all reports and monthly
               payment requests for submission to the agency. If after
               preparation and electronic submission, a plan error is discovered
               either by the plan or the agency, the plan has 30 business days
               from its discovery of the error, or 30 business days after
               receipt of notice by the agency, to correct the error and
               re-submit accurate reports and/or invoices. Failure to respond
               within the 30 business day period may result in a loss of any
               money due the plan for such errors.

80.5           MEMBER PAYMENT LIABILITY PROTECTION

               The plan shall not hold members liable for the following in
               accordance with Section 1932(b)(6). Social Security Act (enacted
               by Section 4704 of the Balanced Budget Act of 1997):

               a.   For debts of the plan, in the event of the plan's
                    insolvency.

               b.   For payment of covered services provided by the plan if the
                    plan has not received payment from the agency for the
                    services, or if the health care provider, under contract or
                    other arrangement with the plan, fails to receive payment
                    from the agency or the plan.

               c.   For payments to the health care provider that furnished
                    covered services under a contract, or other arrangement with
                    the plan, that are in excess of the amount that normally
                    would be paid by the member if the service had been received
                    directly from the plan.

80.6           COPAYMENTS

               The plan shall not require any copayment or cost sharing for
               services listed in Section 10.4.. Covered Services, Section 10.5.
               Optional Services, if provided, or 10.6, Expanded Services,
               nor may the plan charge members for missed appointments.

                                       128

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July 2002                                                  Medicaid HMO Contract

80.7           OVERPAYMENTS

               The plan shall return any undisputed overpayment made for
               ineligible members to the agency within 35 days after obtaining
               knowledge of the ineligibility. Failure to return such
               overpayments within this time frame may result in sanctions and
               recoupment.

                                       129

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90.0           PAYMENT AND AUTHORIZED ENROLLMENT LEVELS

               The plan is assigned authorized enrollment levels for each
               operational county, and shall be paid capitation payments for
               each agency operational area, in accordance with the following
               table. The plan shall be paid capitation payments based on the
               agency operational area (or rate zone) age group, and gender, in
               accordance with Table 2; and Table 3 for agency Areas 1 and 6.

               The initial authorized enrollment level is in effect on July 1,
               2002, or upon contract execution, whichever is later. The agency
               must approve in writing the plan's use of the maximum enrollment
               level for each operational area. Such approval shall not be
               unreasonably withheld, and shall be based on the plan's
               satisfactory performance of terms of the contract and approval of
               the plan's administrative and service resources, as specified in
               this contract, in support of each enrollment level.

               The agency shall amend this contract by July 1, 2003, to reflect
               changes in capitation rates effective July 1, 2003, due to
               receipt of most recent new year of Medicaid utilization data.

               Table 1 provides the plan's contract enrollment levels.

               Table 2 provides capitation rates for all agency areas, except
               for agency Areas 1 and 6.

               Table 3 provides capitation rates for agency Areas 1 and 6
               including community mental health and mental health targeted case
               management.

TABLE 1

                         ENROLLMENT LEVELS

<TABLE>
<CAPTION>
         County         Initial Authorized Enrollment Level           Maximum Enrollment Level
--------------------------------------------------------------------------------------------------
<S>                     <C>                                           <C>



</TABLE>

                                       130

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July 2002                                                  Medicaid HMO Contract

TABLE 2

Area Wide Age-Banded Capitation Rates for all agency areas of the state other
than agency areas 1 and 6.

AREA

<TABLE>
<CAPTION>
                                                    Age 14-   Age 14-   Age 21-   Age 21-
                               Age 1-5   Age 6-13   20 Yrs,   20 Yrs,   54 Yrs,   54 Yrs,   Age 55-64   Age 65 &
                     Age * 1   Yrs       Yrs        Male      Female    Male      Female    Yrs         Over
<S>                  <C>       <C>       <C>        <C>       <C>       <C>       <C>       <C>         <C>
TANF/FC/SOBRA        $         $         $          $         $         $         $         $           $
SSI/No Medicare      $         $         $          $         $         $         $         $           $
SSI/Part B Only      $         $         $          $         $         $         $         $           $
SSI/Parts A & B      $         $         $          $         $         $         $         $           $
Frail/Elderly        $         $         $          $         $         $         $         $           $
</TABLE>

TABLE 3

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

AREA

<TABLE>
<CAPTION>
                                                    Age 14-   Age 14-   Age 21-   Age 21-
                               Age 1-5   Age 6-13   20 Yrs,   20 Yrs,   54 Yrs,   54 Yrs,   Age 55-64   Age 65 &
                     Age * 1   Yrs       Yrs        Male      Female    Male      Female    Yrs         Over
<S>                  <C>       <C>       <C>        <C>       <C>       <C>       <C>       <C>         <C>
TANF/FC/SOBRA        $         $         $          $         $         $         $         $           $
SSI/No Medicare      $         $         $          $         $         $         $         $           $
SSI/Part B Only      $         $         $          $         $         $         $         $           $
SSI/Parts A & B      $         $         $          $         $         $         $         $           $
Frail/Elderly        $         $         $          $         $         $         $         $           $
</TABLE>

               For plans participating in the frail/elderly program, the
               community rate shall be paid for all members in each eligibility
               category except for those SSI members who have been determined by
               an assessment by the Comprehensive Assessment and Review for Long
               Term Care (CARES) Unit to be at risk of nursing home
               institutionalization. Evidence of such assessments shall be
               provided to the agency by the plan prior to authorization by the
               agency of payment of the institutional rates. Payment of
               institutional rates for any eligible member shall continue only
               so long as the member meets the level of care requirements for
               institutionalization, otherwise, the community capitation rate
               applies.

               Notwithstanding the payment amounts which may be computed with
               the above rate table, the sum of total capitation payments under
               this contract shall not exceed the total contract amount of
               $___________ expressed on page three of this contract.

* Less than

                                       131

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July 2002                                                  Medicaid HMO Contract

100.0          GLOSSARY

               The following terms as used in this contract, shall be construed
               and/or interpreted as follows, unless the contract otherwise
               expressly requires a different construction and/or
               interpretation. In the event of a conflict in language between
               the definitions, attachments and other sections of the contract,
               the language in the Contract Core and Attachment I shall govern.

               ADL - Activities of Daily Living are activities that reflect the
               client's ability to perform tasks that are essential for
               self-care such as bathing, feeding oneself, dressing, toileting,
               transferring from a bed to a chair, etc.

               ADM - The Alcohol, Drug Abuse, and Mental Health Office of the
               Florida Department of Children and Family Services (also referred
               to as DCF).

               ALF - Assisted Living Facility

               Agency - State of Florida, Agency for Health Care Administration.

               Agent - A person or entity who has employment or a contract with
               the plan for the provision of items and services that are
               significant and material to the plan's contract with the agency.

               Ancillary Medical Services - Secondary medical services in
               support of primary care services, such as laboratory services

               Baker Act - the Florida Mental Health Act, Chapter 394, F.S.

               Behavioral Health Services - Treatment for psychiatric and
               emotional disorders.

               Behavioral Health Care Case Manager - An individual who provides
               mental health care case management services directly to or on
               behalf of a member on an individual basis, as defined in 10E-15,
               F.A.C., and the Medicaid Targeted Case Management Handbook.

               Behavioral Health Care Provider - A licensed mental health
               professional, as defined in Section 394.455(2), F.S., or a
               registered nurse, licensed under Chapter 464, F.S., and qualified
               due to training or competency in mental health care, who is
               responsible for the provision of mental health care to patients;
               or a physician licensed under Chapter 458 or Chapter 459, F.S.

               Benefits - a schedule of health care services to be delivered to
               members covered in the plan developed under this contract as set
               forth in Sections 10.4, Covered Services, 10.5, Optional
               Services 10.8, Manner of Service Provision and 10.9, Quality
               and Benefit Enhancements, incorporated into and made a part of
               this contract.

               Capitation Rate - the monthly fee that is paid by the agency to a
               plan for each Medicaid recipient enrolled under a contract for
               the provision of Medicaid services during the payment period.

               Care Coordination - the manner or practice of planning,
               directing, and coordinating the provision and utilization of
               mental health care services of enrolled recipients.

               CARES - Comprehensive Assessment and Review for Long Term Care

               Case Management - the manner or practice of planning, directing
               and coordinating the health care and utilization of medical and
               allied services of recipients.

               Certification - The process of determining that a facility,
               equipment, or an individual meets the requirements of federal or
               state law, or whether Medicaid payments are appropriate or shall
               be made in certain situations.

                                      132

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July 2002                                                  Medicaid HMO Contract

               CFR - Code of Federal Regulations.

               CHCUP - Child Health Check-Up, the early and periodic screening,
               diagnosis and treatment program administered by the Medicaid
               program (formerly EPSDT).

               CHD - County Health Department, previously known as county public
               health unit (CPHU).

               Children - Medicaid recipients under the age of 21.

               Children/Adolescents - Medicaid recipients under the age of 21.

               Children and Families Services Program Office - Children and
               Families Safety and Preservation Program Office, located in the
               Department of Children and Families, is responsible for
               overseeing programs that identify and protect abused and
               neglected children and that prevent domestic violence.

               Clinic - a facility that is organized and operated independent of
               any institution to furnish preventive, diagnostic, therapeutic,
               rehabilitative, or palliative Medicaid care, goods, or services
               to outpatients.

               Clinical Record - A single complete record kept at the site of
               the member's behavioral health care provider, that documents all
               of the service implementation plans developed for, and mental
               health services received by, the member.

               Clozaril - The registered trademark of the SANDOZ Corporation for
               the drug clozapine.

               CMS - Centers for Medicare and Medicaid Services, the unit of the
               United States Department of Health and Human Services that
               provides administration and funding for Medicare under Title
               XVIII and Medicaid under Title XIX of the Social Security Act.

               Complaint - In accordance with Section 641.47(5), F.S., a
               complaint is any expression of dissatisfaction by a member,
               including dissatisfaction with the administration, claims
               practices, or provision of services, which relates to the quality
               of care provided by a provider pursuant to the plan's contract
               and which is submitted to the plan or to a state agency. A
               complaint is part of the informal steps of a grievance procedure
               and is not part of the formal steps of a grievance procedure
               unless it is a grievance as defined in Section 20.11, Grievance
               System Requirements.

               Contracting Officer - the Secretary of the Agency for Health Care
               Administration or his/her delegate.

               Contractor - the organizational entity serving as the primary
               contractor and with whom this agreement is executed. The term
               contractor shall include all employees, subcontractors, agents,
               volunteers, and anyone acting on behalf of, in the interest of,
               or for a contractor. Also referred to as the plan, and as the
               provider in the agency's core contract (pages 1-4).

               Coverage and Limitations Handbook or Provider Manual - a document
               that provides information to a Medicaid provider regarding
               Medicaid recipient eligibility, claims submission and processing,
               provider participation, covered care, goods, or services and
               limitations, procedure codes and fees, and other matters related
               to Medicaid program participation. May also be referred to as
               provider handbook.

               Covered Services - see Benefits.

               CPT - the Physicians' Current Procedural Terminology, (CPT),
               which is a systematic listing and coding of procedures and
               services that is published yearly by the American Medical
               Association.

               Crisis Emergency Hot-Line - A crisis emergency hot-line is
               defined as a toll-free telephone line that is answered by a
               mental health care professional on a 24-hour basis to handle
               mental health emergencies.

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               Crisis Support - Services for persons initially perceived to need
               emergency mental health services but upon assessment do not meet
               the criteria for such emergency care. These are acute care
               services that are available 24 hours a day, seven days a week for
               intervention. Examples include: mobile crisis, crisis/emergency
               screening, crisis telephone and emergency walk-in.

               Custodial Care - care, which does not provide continued medical
               or paramedical attention, given to assist a person in performing
               daily living activities.

               DCF - Department of Children and Families (formerly the
               Department of Health and Rehabilitative Services or "HRS").

               DEA - Drug Enforcement Administration.

               Direct Service Behavioral Health Care Provider - An individual
               qualified by training or experience to provide direct behavioral
               health services under the supervision of the plan's medical
               director.

               DOH - Department of Health

               DHHS - United States Department of Health and Human Services.

               Disenrollment - the agency-approved discontinuance of an member's
               membership in an HMO. Also see "Member."

               DJJ - Department of Juvenile Justice

               Downward Substitution of Care - The use of less restrictive,
               lower cost services, than might otherwise have been provided,
               which are considered clinically acceptable and necessary to meet
               specified objectives outlined in a members plan of treatment,
               provided as an alternative to higher cost State plan services.
               Downward substitution of care may include care provided by
               private practice psychologists and social workers, inpatient care
               in institutions for mental disease, community detoxification and
               residential substance abuse services, psycho-social
               rehabilitation, housing, drop-in centers and other services the
               plan considers are clinically appropriate, more cost effective,
               and less restrictive than hospital inpatient care, Medicaid
               community mental health services, or Medicaid mental health
               targeted case management services.

               DS - The Developmental Services Program Office of the Florida
               Department of Children and Families (DCF).

               Durable Medical Equipment (DME) - medical equipment that can
               withstand repeated use; is primarily and customarily used to
               serve a medical purpose; is generally not useful in the absence
               of illness or injury; and is appropriate for use in the patient's
               home.

               Eligible Recipient - see Recipient.

               Emergency Medical Condition - Pursuant to Section 409.901(9),
               F.S., an emergency medical condition is: (a) A medical condition
               manifesting itself by acute symptoms of sufficient severity,
               which may include severe pain or other acute symptoms, such that
               a prudent layperson, pursuant to Section 4704 of the 1997
               Balanced Budget Act, who possesses an average knowledge of health
               and medicine, could reasonably expect the absence of immediate
               medical attention could reasonably be expected to result in any
               of the following: 1. serious jeopardy to the health of a patient,
               including a pregnant woman or a fetus. 2. serious impairment to
               bodily functions. 3. serious dysfunction of any bodily organ or
               part. (b) With respect to a pregnant woman: 1. that there is
               inadequate time to effect safe transfer to another hospital prior
               to delivery. 2. that a transfer may pose a threat to the health
               and safety of the patient or fetus. 3. that there is evidence of
               the onset and persistence of uterine contractions or rupture of
               the membranes.

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               Emergency Mental Health Services - Those services required to
               meet the needs of an individual who is experiencing an acute
               crisis, resulting from a mental illness, which is at a level of
               severity that would meet the requirements for involuntary
               examination pursuant to Section 394.463, F.S., and who, in the
               absence of a suitable alternative or psychiatric medication,
               would require hospitalization.

               Emergency Services and Care - medical screening, examination, and
               evaluation by a physician, or, to the extent permitted by
               applicable laws, by other appropriate personnel under the
               supervision of a physician, to determine whether an emergency
               medical condition exists, and if it does, the care, treatment, or
               surgery for a covered service by a physician which is necessary
               to relieve or eliminate the emergency medical condition, within
               the service capability of a hospital.

               Enrollee - an eligible Medicaid recipient who is a member of an
               HMO See "Member."

               Enrollment - the process by which an eligible recipient becomes a
               member of the HMO.

               EPSDT - the Early and Periodic Screening, Diagnosis and Treatment
               program administered by the Medicaid program.

               Expanded Benefit - a covered service of an HMO that is either not
               a Medicaid covered service, or is a Medicaid covered service
               furnished by an HMO for which the plan receives no capitation
               payment.

               Facility - any premises (a) owned, leased, used or operated
               directly or indirectly by or for the plan or its affiliates for
               purposes related to this contract; or (b) maintained by a
               sub-contractor to provide services on behalf of the plan.

               Family Services Planning Team - A multi-agency team comprised of
               core members and child-specific members, including the child's
               parents and/or foster parents, who convene to assist parents in
               developing a holistic service plan and in securing the least
               restrictive, most relevant and appropriate services necessary to
               keep their child living in the home and community.

               Fee-for-Service - a method of making payment for medical or
               allied care, goods, or services based on fees set by the agency
               for defined care, goods or services.

               Fiscal Agent - any corporation or other legal entity that has
               contracted with the agency to receive, process and adjudicate
               claims under the Medicaid program. The current fiscal agent for
               the Medicaid Program is Consultec.

               Florida Mental Health Act - Chapter 394, F.S., that includes the
               Baker Act, that covers involuntary admissions for persons who are
               considered in an emergency mental health condition (a threat to
               themselves or others).

               FQHC - Federally Qualified Health Center - A clinic that is
               receiving a grant from the Public Health Service (PHS) under the
               PHS Act as defined in Section 1905(1)(2)(B) of the Social
               Security Act. FQHCs provide primary health care and related
               diagnostic services. In addition, FQHCs may provide dental,
               optometric, podiatry, chiropractic and mental health services. An
               FQHC employs, contracts or obtains volunteer services from
               licensed health care practitioners to provide the above services.

               FTE - full time equivalent position.

               Functional Assessment of Need - an assessment of a person's
               physical health, ability to perform activities of daily living,
               existing social support and mental functioning.

               Furnished - means supplied, given, prescribed, ordered, provided,
               or directed to be provided in any manner.

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               Good Cause - special reasons that allow recipients to change
               their managed care option outside their open enrollment period.

               Grievance - In accordance with Section 641.47(10), F.S., a
               grievance is a written complaint submitted by or on behalf of a
               member or a provider to the plan or the agency regarding the:
               availability, coverage for the delivery, or quality of health
               care services, including a complaint regarding an adverse
               determination made pursuant to utilization review; claims
               payment, handling, or reimbursement for health care services; or
               matters pertaining to the contractual relationship between a
               member or provider and the plan or agency.

               Grievance Procedure - a written protocol and procedure detailing
               an organized process by which managed care members or providers
               may express dissatisfaction with care, goods, services or
               benefits received and the resolution of these dissatisfactions.

               Hal S. Marchmann Alcohol and Other Drug Abuse Services Act of
               1993 - Chapter 397 F.S. - The chapter of Florida Statutes that
               regulates substance abuse services in Florida. This chapter
               includes provisions for licensure, standards of care, and other
               involuntary assessment and treatment.

               Health Assessment - a complete health assessment combines health
               history, physical assessment and the monitoring of physical and
               psychological growth and development.

               Health Fair - an event conducted in a setting which is open to
               the public or a segment of the public (such as the "elderly" or
               "school children") at which information about health care
               services, facilities, research, preventive techniques, or other
               health care information is disseminated. At least two health
               related organizations who are not affiliated under common
               ownership must actively participate in the health fair.

               HIPAA - Health Insurance Portability and Accountability Act.

               HMO - Health Maintenance Organization as certified pursuant to
               Chapter 641, F.S., or in accordance with the Florida Medicaid
               State plan definition of an HMO.

               Hospital - a facility licensed in accordance with the provisions
               of Chapter 395, F.S., or the applicable laws of the state in
               which the service is furnished.

               IADL - Instrumental Activities of Daily Living are activities
               that reflect the client's ability to perform household and other
               tasks needed to meet his/her needs within the community. Such
               tasks include shopping, cooking, cleaning, managing money, and
               getting around in the community.

               Insolvency - A financial condition that exists when an entity or
               plan is unable to pay its debts as they become due in the usual
               course of business, or when the liabilities of the entity or plan
               exceed its assets.

               LEIE - List of Excluded Individuals and Entities - a database
               maintained by the U.S. Department of Health and Human Services
               Office of Inspector General which provides information to the
               public, health care providers, patients and others relating to
               parties excluded from participation in the Medicare, Medicaid and
               all Federal health care programs.

               Mandatory Assignment - The process the agency uses to assign
               Medicaid recipients to the plan because the recipients did not
               voluntarily choose a plan or MediPass in accordance with Section
               409.9122, F.S. Such recipients may also be referred to as
               "assigned" recipients or "agency assigned."

               Marketing - any activity conducted by or on behalf of the plan
               where information regarding the services offered by the plan is
               disseminated in order to encourage eligible recipients to enroll
               in the HMO developed under this contract.

               Market Area - the geographic area in which the plan is authorized
               to market and to conduct preenrollment activities.

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               Medicaid - the medical assistance program authorized by Title XIX
               of the federal Social Security Act, 42 U.S.C. s.1396 et seq., and
               regulations thereunder, as administered in this state by the
               agency under Section 409.901 et seq., F.S.

               Medically Necessary or Medical Necessity - services provided in
               accordance with 42 CFR Section 440.230 and as defined in Section
               59G-1.010(166), F.A.C., to include that medical or allied care,
               good, or services furnished or ordered must:

               (a) Meet the following conditions:

               1. Be necessary to protect life, to prevent significant illness
               or significant disability, or to alleviate severe pain;

               2. Be individualized, specific, and consistent with symptoms or
               confirmed diagnosis of the illness or injury under treatment, and
               not in excess of the patient's needs;

               3. Be consistent with the generally accepted professional medical
               standards as determined by the Medicaid program, and not
               experimental or investigational;

               4. Be reflective of the level of service that can be safely
               furnished, and for which no equally effective and more
               conservative or less costly treatment is available, statewide;
               and

               5. Be furnished in a manner not primarily intended for the
               convenience of the recipient, the recipient's caretaker, or the
               provider.

               (b) "Medically necessary" or "medical necessity" for inpatient
               hospital services requires that those services furnished in a
               hospital on an inpatient basis could not, consistent with the
               provisions of appropriate medical care, be effectively furnished
               more economically on an outpatient basis or in an inpatient
               facility of a different type.

               (c) The fact that a provider has prescribed, recommended, or
               approved medical or allied goods, or services does not, in
               itself, make such care, goods or services medically necessary or
               a medical necessity or a covered service.

               Medical Record - those documents corresponding to medical or
               allied care, goods, or services furnished in any place of
               service. The records may be on paper, magnetic material, film, or
               other media. In order to qualify as a basis for reimbursement,
               the medical records must be dated, signed or otherwise attested
               to, as appropriate to the media, and legible.

               Medicare - the medical assistance program authorized by Title
               XVIII of the federal Social Security Act, 42 U.S.C. s.1395 et
               seq., and regulations thereunder.

               MediKids - a Title XXI health insurance program that provides
               certain children who are not Medicaid eligible with Medicaid
               benefits provided a certain premium is paid and provided the
               children are enrolled in a Medicaid HMO or MediPass as specified
               in Section 409.8132. F.S.

               MediPass - the primary care case management program administered
               by the Florida Medicaid Program Office.

               Member - an eligible Medicaid recipient who is an enrollee of an
               HMO. See Enrollee.

               Newborn - a live child born to a member during her membership
               under this contract.

               Non-Covered Service - a service that is not a covered service or
               benefit. (See Covered Services definition and Benefits
               definition.)

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               Nursing Facility - an institutional care facility licensed under
               Chapter 395, F.S., or Chapter 400, F.S., that furnishes medical
               or allied inpatient care and services to individuals needing such
               services.

               Open Enrollment - the policy wherein Medicaid recipients are
               enrolled into a managed care option for 12 months as long as they
               retain Medicaid eligibility. Recipients subject to Open
               Enrollment are given an annual Open Enrollment period, i.e., 60
               days at the end of their enrollment year wherein they may choose
               to change plans for the following enrollment year. Dually
               eligible individuals, American Indians, foster children, children
               in subsidized adoption arrangements and SSI recipients under age
               19 are not subject to Open Enrollment.

               Outpatient - a patient of an organized medical facility or
               distinct part of that facility who is expected by the facility to
               receive and who does receive professional services for less than
               a 24-hour period regardless of the hour of admission, whether or
               not a bed is used, or whether or not the patient remains in the
               facility past midnight.

               Peer Review - an evaluation of the professional practices of a
               Medicaid provider by peers of the provider in order to assess the
               necessity, appropriateness, and quality of care furnished as such
               care is compared to that customarily furnished by the provider's
               peers and to recognized health care standards.

               Physically Secure Facility - Residential Facilities, such as
               juvenile boot camps, and high and maximum risk programs, operated
               by the Florida Department of Juvenile Justice as hardware secure
               facilities.

               Plan - See definition of Contractor.

               PMHP - Prepaid Mental Health Plan

               Portable X-Ray Equipment - x-ray equipment transported to a
               setting other than a hospital, clinic, or office of a physician
               or other practitioner of the healing arts.

               Pre-Enrollment Application - the enrollment and disenrollment
               services contractor's Request to Enroll (RTE) form, completed by
               a Medicaid recipient with the assistance of a plan
               representative, and submitted by the plan to the enrollment and
               disenrollment services contractor to initiate the enrollment
               process.

               Prepaid Health Plan or Plan - the prepaid health care plan
               developed by the Contractor in performance of its duties and
               responsibilities under this contract; or a contractual
               arrangement between the agency and a comprehensive health care
               contractor for the provision of Medicaid care, goods, or services
               on a prepaid basis to Medicaid recipients.

               Primary Care - comprehensive, coordinated and readily-accessible
               medical care, including health promotion and maintenance,
               treatment of illness and injury, early detection of disease and
               referral to specialists when appropriate.

               Primary Care Physician - pursuant to Sections 641.19, 64131 and
               641.51, F.S., a Medicaid HMO staff or subcontracted physician
               practicing as a general or family practitioner, internist,
               pediatrician, obstetrician, gynecologist, or other specialty
               approved by the agency, who furnishes primary care and patient
               management services to a recipient.

               Prior Authorization - the act of authorizing specific services
               before they are rendered. Plans with automated authorization
               systems may not require paper authorization as a condition of
               receiving treatment.

               Protocols - written guidelines or documentation outlining steps
               to be followed for handling a particular situation, resolving a
               problem, or implementing a plan of medical, nursing,
               psychosocial, developmental and educational services.

               Provider - a person or entity who has a Medicaid provider
               agreement in effect with the agency, or a subcontractual
               agreement with a subcontractor, and is in good standing with the
               agency.

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               Public Event - an event sponsored for the public or a segment of
               the public by two or more actively participating organizations,
               one of which may be a health organization.

               Public Provider - a county health department or a migrant health
               center funded under s. 329 of the Public Health Services Act or a
               community health center funded under Section 330 of the Public
               Health Services Act.

               Quality Improvement - the process of assuring that the delivery
               of health care is appropriate, timely, accessible, available and
               medically necessary.

               Receiving Facility - As defined in Part I of Chapter 394, F.S., a
               facility designated by the Department of Children and Families
               (DCF) that receives patients under emergency conditions or for
               psychiatric evaluation and provides short-term treatment. The
               term "receiving facility" does not include a county jail.

               Recipient or Medicaid Recipient - any individual whom the
               Department of Children and Families (DCF), or the Social Security
               Administration on behalf of DCF, determines is eligible, pursuant
               to federal and state law, to receive medical or allied care,
               goods, or services for which the agency may make payments under
               the Medicaid program and is enrolled in the Medicaid program.
               Also see "Member."

               Residential Services - As applied to Juvenile Justice, refers to
               the out-of-home placement for youth in a level 4, 6, 8, or 10
               facility as result of a delinquency disposition order. Also
               referred to as Residential commitment programs.

               Risk - the potential for loss that is assumed by a plan and that
               may arise because the cost of providing care, goods, or services
               may exceed the capitation or other payment made by the agency to
               the plan under terms of the contract.

               Risk Assessment - is the process of collecting information from a
               person about hereditary, life style and environmental factors to
               determine specific diseases or conditions for which the person is
               at risk.

               RFP - Request for Proposal

               Rural Health Clinic (RHC) - a clinic that is located in a rural
               area that has a health care provider shortage. An RHC provides
               primary health care and related diagnostic services, and may
               provide optometric, podiatry, chiropractic and mental health
               services. An RHC employs, contracts or obtains volunteer services
               from licensed health care practitioners to provide the above
               services.

               Sales Activities - actions performed by an agent of an HMO,
               including the acceptance of pre-enrollment applications, for the
               purpose of enrollment.

               Screen or Screening - assessment of a recipient's physical or
               mental condition to determine evidence or indications of problems
               and need for further evaluation or services.

               Service Area - the designated geographical area within which the
               plan is authorized by contract to furnish covered services to
               plan members and within which the members reside.

               Service Location - any location at which a member obtains any
               health care service provided by the plan under the terms of this
               contract.

               Service Site - the locations designated by the plan at which
               members shall receive primary care physician services.

               Shall - indicates a mandatory requirement or a condition to be
               met.

               Shelter Services - As applied to Juvenile Justice, refers to the
               temporary out-of-home placement of youth in a CINS/FINS shelter.

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               Sick Care - non-urgent problems which do not substantially
               restrict normal activity, but could develop complications if left
               untreated (e.g., chronic disease).

               SOBRA - Sixth Omnibus Budget Reconciliation Act

               State - State of Florida.

               Subcontract - an agreement entered into by a plan for provision
               of services on its behalf. Subcontracts include, but are not
               limited to the following: agreements with all providers of
               medical or ancillary services, unless directly employed by the
               plan; management or administrative agreements: third party
               billing or other indirect administrative/fiscal services,
               including provision of mailing lists or direct mail services; and
               any contract which benefits any person with a control interest in
               the plan.

               Subcontractor - any person to which a plan has contracted or
               delegated some of its functions, services or its responsibilities
               for providing medical or allied care, goods, or services; or its
               claiming or claims preparation or processing functions or
               responsibilities. A typical subcontractor is a hospital.

               Surplus - net worth, i.e., total assets minus total liabilities.

               Third Party Resources - an individual, entity, or program,
               excluding Medicaid, that is, may be, could be, should be, or has
               been liable for all or part of the cost of medical services
               related to any medical assistance covered by Medicaid. An example
               is an individual's auto insurance company, which typically
               provides payment of some medical expenses related to automobile
               accidents and injuries.

               Title XXI Medikids - a Title XXI health insurance program that
               provides certain children who are not Medicaid eligible with
               Medicaid benefits provided a certain premium is paid and provided
               the children are enrolled in a Medicaid HMO or MediPass as
               specified in Section 409.8132, F.S.

               Transportation - an appropriate means of conveyance furnished to
               a recipient to obtain Medicaid or other authorized services.

               Urgent Behavioral Health Care - Are those situations that require
               immediate attention and assessment within 23 hours though the
               individual is not an immediate danger to self and others and is
               able to cooperate in treatment.

               Urgent Care - those problems which, though not life-threatening,
               could result in serious injury or disability unless medical
               attention is received (e.g., high fever, animal bites, fractures,
               severe pain) or do substantially restrict a member's activity
               (e.g., infectious illnesses, flu, respiratory ailments, etc.).

               Urgent Grievance - means an adverse determination when the
               standard time frame of the grievance procedure would seriously
               jeopardize the life or health of a member or would jeopardize the
               member's ability to regain maximum function.

               Violation - each determination by the agency that a plan failed
               to act as specified in the contract or in applicable statutes or
               rules governing Medicaid HMOs. Each day that an ongoing violation
               continues may be considered for the purposes of this contract to
               be a separate violation. In addition, each instance of failing to
               furnish necessary and/or required medical services or items to
               recipients is considered for purposes of this contract to be a
               separate violation.

               Voluntary Applicant - an applicant who chooses to enroll in a
               Medicaid HMO. May also be referred to as voluntary member.

               Well Care - a routine medical visit for one of the following:
               Child Health Check-Up visit, family planning, routine follow up
               to a previously treated condition or illness, adult physicals and
               any other routine visit for other than the treatment of an
               illness.

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               WIC - the Special Supplemental Nutrition Program for Women,
               Infants and Children (WIC), administered by the Department of
               Health, Bureau of WIC and Nutrition Services, provides nutrition
               counseling, nutrition education, breastfeeding promotion and
               support and nutritious foods to pregnant, postpartum, and
               breastfeeding women, infants, and children up to the age of five
               who are determined to be at nutritional risk and who have a low
               to moderate income. An individual who is eligible for Medicaid is
               automatically income eligible for WIC benefits. Additionally, WIC
               income eligibility is automatically provided to a member of a
               family which includes a pregnant woman or infant certified
               eligible to receive Medicaid. WIC serves as an adjunct to good
               health care during critical times of growth and development, in
               order to prevent the occurrence of health problems and to improve
               health and nutritional status.

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110.0          EXHIBITS

                                     110.1

POLICIES AND PROCEDURES: HYSTERECTOMIES, STERILIZATIONS, AND ABORTIONS

1.   Hysterectomies - The plan must cover hysterectomies when they are
non-elective and medically necessary. Non-elective, medically necessary
hysterectomies must meet the following requirements to be a covered service:

a.   The recipient or her representative must have been informed verbally and in
     writing that the hysterectomy shall render her permanently incapable of
     reproduction.

b.   The patient or her representative, if any, has signed and been given a copy
     of the Acknowledgment of Receipt of Hysterectomy Information form. (See,
     Hysterectomy Acknowledgment Form located on the fiscal agent's web site).

The hysterectomy acknowledgment form is acceptable when signed after the surgery
only if it clearly states that the patient was informed prior to the surgery
that she would be rendered incapable of reproduction.

The acknowledgment form is not required if the individual was already sterile
before the hysterectomy or if the individual required a hysterectomy because of
a life threatening emergency situation in which the physician determined that
prior acknowledgment was not possible. In the circumstances above, a physician
statement is required. (See Exception To Acknowledgment Requirement located on
the fiscal agent's web site).

2.   Sterilization - Non-therapeutic sterilizations must be documented with a
completed Consent Form (See HHS Sterilization Consent Form located on the fiscal
agent's web site) which shall satisfy federal and state regulations.
Non-therapeutic sterilization is any procedure or operation that has the primary
purpose of rendering an individual permanently incapable of reproducing and is
neither:

a.   A necessary part of the treatment of an existing illness or injury; nor

b.   Medically indicated as an accompaniment of an operation of the female
     genitourinary tract.

The patient must be at least 21 years of age, mentally competent, and not
institutionalized in a correctional, penal, rehabilitative or mental facility.
The patient must wait at least 30 days after signing the consent form to have
the operation, except in the instances of premature delivery or emergency
abdominal surgery that takes place at least 72 hours after consent is obtained.

The consent for sterilization cannot be obtained while the patient is in the
hospital for labor, childbirth, abortion or under the influence of alcohol or
other substances that affects the patient's state of awareness. The consent is
effective for 180 days from the date the consent form is signed by the patient.
A new consent form is required if 180 days have passed before the surgery is
provided.

3.   Abortions - Abortions may be performed because the life of the mother is or
would be endangered if the fetus were carried to term and must be documented in
the medical record by the attending physician stating why the abortion is
necessary; or if the pregnancy is the result of an act of rape or incest.
Abortions must be documented with a completed Abortion Certification Form (see
Abortion Certification Form, located on the fiscal agent's web site) which shall
satisfy federal and state regulations.

4.   Log - The plan must maintain a log of all hysterectomy, sterilization, and
abortion procedures performed for plan members. The log must include, at a
minimum, member name and identifying information and date and type of procedure.

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                                      110.2
                              PREVENTIVE MEDICINE

PREVENTIVE CARE

Preventive care should be offered to each Medicaid plan member in accordance
with the standards outlined in the Medicaid manuals listed below:

Children: The Medicaid Child Health Check-Up Coverage and Limitations Handbook

Adults:  The Adult Health Screening Services outlined in the Medicaid Physician
Services Coverage and Limitations Handbook

CHRONIC DISEASE FOLLOW-UP

The plan must develop and use a plan of treatment for chronic disease follow-up
care that is tailored to the individual client. The purpose of the plan of
treatment is to assure appropriate ongoing treatment reflecting the highest
standards of medical care designed to minimize further deterioration and
complications. The plan of treatment shall be on file for each member with a
chronic disease and shall contain sufficient information to explain the progress
of treatment.

LEAD POISONING FOLLOW-UP

For children who the plan identifies through blood screenings as having abnormal
levels of lead, the plan shall provide case management follow-up services as
required in Chapter 11 of the Child Health Check-Up Coverage and Limitations
Handbook Coverage and Limitations Handbook.

CHILDREN'S MULTIDISCIPLINARY ASSESSMENT TEAM (CMAT) STAFFINGS

The plan shall participate in CMAT staffings for enrolled children who are
determined to need one or more of the CMAT authorized services.

MATERNITY CARE

The plan is required to provide the most appropriate and highest level of
quality care for pregnant members. Required care includes the following:

1.   Prenatal Care: Requirements include a pregnancy test and a nursing
assessment with referrals to a physician, physician's assistant or nurse
practitioner for comprehensive evaluation; case management through the
gestational period according to the needs of the client; referrals and
follow-up. The plan must schedule return visits at least every four weeks until
the 32nd week, every two weeks until the 36th week, and every week thereafter
until delivery, unless the member's condition requires more frequent visits. For
members who fail to keep appointments, the plan must contact the members as soon
as possible and arrange for their necessary and continued prenatal care. Members
must be assisted if necessary in making delivery arrangements.

2.   Nutrition Assessment/Counseling: The plan shall ensure the provider
provides nutrition assessment and counseling to all pregnant members. Nutrition
assessment/counseling should include the provision of safe and adequate
nutrition for infants by the protection and promotion of breastfeeding and by
the proper use of breast milk substitutes. The plan should make a mid-level
nutrition assessment. Individualized diet counseling and a nutrition care plan
is to be provided by public health nutritionists, nurses or physicians following
nutrition assessments. The nutrition care plan must be documented in the
member's medical record by the person providing counseling.

3.   Obstetrical Delivery: The plan must develop and use generally accepted and
approved protocols for both low risk and high risk deliveries which shall
reflect the highest standards of the medical profession, including Healthy
Start, prenatal screen specified in section B.4.h Florida's Healthy Start
Prenatal Risk Screening, of this attachment,

                                      143

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July 2002                                                  Medicaid HMO Contract

and ensure that its providers use such protocols. A preterm delivery risk
assessment must be determined and documented in the member's medical record by
the 28th week.

     If the delivery is determined to be high risk, obstetrical care during
labor and delivery must include preparation by all attendants of extraordinary
symptomatic evaluation, progress through the final stages of labor and immediate
postpartum care.

4.   Postpartum Care: The plan must ensure the provider provides for the highest
level of care for the newborn beginning immediately after birth, which must
include but is not limited to:

     a)   Instilling of a prophylaxis into each eye of the newborn in accordance
          with Sections 383.04 F.S.

     b)   Securing of a cord blood sample for laboratory testing for type Rh
          determination and direct Coombs test when the mother is Rh negative.

     c)   Weighing and measuring of the newborn.

     d)   Inspecting for abnormalities and/or complications.

     e)   Administering of one half milligram of vitamin K.

     f)   APGAR scoring.

     g)   Any other necessary and immediate need for referral and consultation
          from a specialty physician, such as the Healthy Start (postnatal)
          infant screen, as specified in section B.4.i., Florida's Healthy Start
          Infant (Postnatal), of this attachment.

5.   Follow-Up Care: Plans must provide a postpartum examination for the mother
within six weeks after delivery. This visit shall include voluntary family
planning, including a discussion of all methods of contraception, as
appropriate. The plan shall ensure that eligible newborns be appropriately
enrolled and that continuing care of the newborn be provided through the Child
Health Check-Up program component.

PERINATAL HEPATITIS B SCREENING

1.   The plan shall ensure that providers encourage all Medicaid eligible women
receiving prenatal care to be screened for the Hepatitis B surface antigen
(HBsAg) early in each pregnancy, preferably during the first prenatal visit.
Women who are HBsAg-positive shall be referred to Healthy Start regardless of
their Healthy Start screening score.

2.   Infants born to HBsAg-positive members shall receive Hepatitis B Immune
Globulin (HBIG) and the Hepatitis B vaccine series. These infants shall be
tested for HBsAg and Hepatitis B surface antibodies (anti-HBs) six months after
the completion of the vaccine series. Infants born to women who are
HBsAg-positive shall be referred to Healthy Start regardless of their Healthy
Start screening score.

3.   All HBsAg-positive prenatal or postpartum women, their infants, and
contacts shall be reported to the State Health Office Immunization Program
(HSDI) at 2020 Capital Circle S.E., Bin # A 11, Tallahassee, Fl, 32399-1719 or
faxed to (850)922-4195. Information collected for each individual shall include:
name, date of birth, race, ethnicity, address, ex (infants and contacts),
laboratory test performed and date sample collected, EDC, whether or not
prenatal care was received (prenatal woman), and immunization dates (infants and
contacts. Use of the Perinatal Hepatitis B Case and Contact Report (DH Form
1876, Jan 1992) is strongly encouraged but not required. This form may be
obtained from the Department of Health at the above address.

UNIVERSAL COUNSELING AND OFFERING OF HIV TESTING

For prevention, early identification of women with HIV infection, and reduction
of perinatal transmission, the plan shall ensure that its providers counsel and
offer HIV testing to all women of childbearing age must be counseled and

                                      144

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July 2002                                                  Medicaid HMO Contract

offered HIV testing. The plan shall ensure that all pregnant women who are HIV
infected are counseled about and offered the anti-retroviral regimen recommended
by the U.S. Department of Health and Human Services. Centers for Disease Control
and Prevention guidelines from the Morbidity and Mortality Weekly Report
entitled Public Health Service Task Force Recommendations for the Use of
Antiretroviral Drugs in Pregnant Women Infected with HIV-1 for Maternal Health
and for Reducing Perinatal HIV-1 Transmission in the United States. To receive a
copy of the guidelines, contact the Florida Department of Health, Bureau of
HIV/AIDS at (850)245-4334, or you may reach the CDC website at
http://www.c.d.c.gov.

CHILDHOOD IMMUNIZATION SERVICES

The plan shall maintain enrolled recipients on the current Recommended Childhood
Immunization Schedule for the United States, shall ensure that its providers
administer simultaneously all vaccine doses for which a child is eligible at the
time of each visit and shall follow only true contraindications established by
the Advisory Committee on Immunization Practices, unless (a) in making a medical
judgment in accordance with accepted medical practice such compliance is deemed
medically inappropriate or (b) the particular requirement is not in compliance
with Florida law, including Florida laws relating to religious or other
exemptions.

                                      145

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July 2002                                                  Medicaid HMO Contract

                                      110.3

 LABORATORY TESTS AND ASSOCIATED OFFICE VISITS TO BE PAID BY PLAN WITHOUT PRIOR
            AUTHORIZATION WHEN INITIATED BY COUNTY HEALTH DEPARTMENT

<TABLE>
<CAPTION>
DESCRIPTION                                                                                             CPT CODE
----------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>
Heavy metal (arsenic, barium, beryllium, bismuth, antimony, mercury), quantitative, each                83018
Molecular diagnostics; separation                                                                       83894
Nucleic acid probe                                                                                      83896
Poylmerease chain reaction                                                                              83898
Interpretation and report                                                                               83912
CBC with differential, automated                                                                        85025
CBC automated, without differential                                                                     85027
Red blood cell count                                                                                    85041
Reticulocyte                                                                                            85044
White blood cell count                                                                                  85048
Platelet (elec tech)                                                                                    85595
Fluorescent antibody; screen, each antibody                                                             86255
Fluorescent antibody, titer, each antibody                                                              86256
Hemagglutination inhibition test (HAI)                                                                  86280
Hepatitis B surface antigen (HBsAg)                                                                     86287
Hepatitis B core antibody (HBcAb); IgG and IgM                                                          86289
Hepatitis B core antibody; IgM                                                                          86290
Hepatitis B surface antibody (HBsAb)                                                                    86291
Immunoassay for infectious agent antigen, qualitative or semiquantitative; multiple step method         86313
Immunoassay for infectious agent antibody, quantitative, not elsewhere specified                        86317
Rubella screen                                                                                          86318
Immunoelectrophoresis; serum                                                                            86320
Immunodiffussion; gel diffusion, qualitative (Ouchterlony), each                                        86331
Neutralization test, viral                                                                              86382
Particle agglutination; screen; each antibody                                                           86403
Syphilis test; qualitative (VDRL, RPR, ART)                                                             86592
Syphilis test, quantitative                                                                             86593
Antibody; cytomegalovirus (CMV)                                                                         86644
Encephalitis, Eastern equine                                                                            86652
Encephalitits, St. Louis                                                                                86653
Antibody Enterovirus                                                                                    86658
HIV antibody, confirmatory test                                                                         86689
HIV-1                                                                                                   86701
HIV-2                                                                                                   86702
HIV-1 & HIV-2                                                                                           86703
Rubella                                                                                                 86762
Rubeola                                                                                                 86765
Toxoplasma                                                                                              86777
Toxoplasma, IgM                                                                                         86778
Treponema pallidum, confirmatory test                                                                   86781
Varicella-zoster                                                                                        86787
Antibody screen, RBC, each serum technique                                                              86850
Blood typing; ABO                                                                                       86900
Rh (D)                                                                                                  86901
RBC antigens, other than ABO or Rh (D), each                                                            86905
</TABLE>

                                      146

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July 2002                                                  Medicaid HMO Contract

<TABLE>
<S>                                                                                                     <C>
Concentration (any type), for parasites, OVA, or tubercle bacillus (TB, AFB)                            87015
Culture, bacterial, definitive; stool                                                                   87045
Culture, bacterial, definitive; throat or nose                                                          87060
Culture, definitive, any other source                                                                   87070
Culture or direct bacterial identification method, each organism, by commercial kit, any
source except urine                                                                                     87072
Culture, bacterial, any source, anaerobic (isolation)                                                   87075
Anaerobe identification                                                                                 87076
Culture, bacterial, screening only, for single organisms                                                87081
Culture, fungi, isolation (with or without presumptive identification); skin                            87101
Culture, fungi, isolation (with or without presumptive identification); other
source, (except blood)                                                                                  87102
Culture, fungi, blood                                                                                   87103
Culture, fungi, definitive identification of each fungus (use in addition to
codes 87101, 87102, or 87103 when appropriate)                                                          87106
Culture, tubercle or other acid-fast bacilli (TB, AFB, mycobacteria);
concentration plus isolation                                                                            87117
Culture, mycobacteria, definitive identification of each organism                                       87118
Culture, typing; gas liquid chromatography (GLC) method                                                 87143
Culture, typing; serologic method, agglutination grouping, per antiserum                                87147
Culture, typing; serologic method, speciation                                                           87151
Culture, typing; precipitin method, grouping, per antiserum                                             87155
Culture, any source, additional identification methods required                                         87163
Endotoxin, bacterial (pyrogens); homogenization, tissue, for culture                                    87176
OVA and parasites, direct smears, concentration and identification                                      87177
Microbial identification, nucleic acid probes, each probe used                                          87178
Microbial identification, nucleic acid probes, each probe used; with amplification, e.g.
polymerase chain reaction (PCR)                                                                         87179
Sensitivity studies, antibiotic; agar diffusion method, per antibiotic                                  87181
Sensitivity studies, antibiotic; tubercle bacillus (TB, AFB), each drug                                 87190
Smear, primary source, with interpretation; routine stain for bacteria, fungi or cell types             87205
Smear, primary source, with interpretation; fluorescent and/or acid fast stain for bacteria,
fungi or cell types                                                                                     87206
Smear, primary source, with interpretation; special stain for inclusion bodies or
intracellular parasites (e.g. malaria, kala-azar, herpes)                                               87207
Smear, primary source, with interpretation; direct or concentrated, dry, for OVA and parasites          87208
Smear, primary source, with interpretation; wet mount with simple stain, for
bacteria, fungi, OVA, and/or parasites                                                                  87210
Smear, primary source, with interpretation; wet and dry mount, for OVA and parasites                    87211
Tissue examination for fungi (e.g. KOH slide)                                                           87220
Tissue culture inoculation and observation                                                              87252
Tissue culture, additional studies                                                                      87253
Flow cytometry                                                                                          88180
Viral load (AIDS)                                                                                       W1875
</TABLE>

                                      147

<PAGE>

July 2002                                                  Medicaid HMO Contract

                                      110.4

Model Memorandum of Agreement between the __________________ Department of
Health County Health Department and the
_________________________________________(HMO).

1.   This agreement is entered into between the State of Florida, Department of
Health, ____________________________________ County Health Department,
hereinafter referred to as the "CHD" and the __________________________________
HMO hereinafter referred to as the "HMO", for the purpose of improving services
to patients through coordinated, cooperative health care interactions between
the HMO and the CHD, pursuant to Section 409.9122(2)(a), F.S.

2.   Power and Authority of the CHD.

     Pursuant to Chapter 154, F.S., the Department of Health county health
departments of Florida are responsible for the promotion of the public's health,
the control and eradication of preventable diseases, and the provision of
primary health care for special populations. The CHD must comply with
established public health protocols and applicable state law when providing
health care services.

3.   Power and Authority of the HMO.

     The HMO has contracted with the Agency for Health Care Administration
(hereinafter referred to as the "agency") as a Medicaid HMO provider. The HMO
must comply with all established requirements and applicable state law when
providing health care services.

4.   The HMO agrees to:

     A.   Reimburse without prior authorization, medical screenings for foster
care children and emergency shelter care children.

     B.   In accordance with Section 381.0407(4), F.S., reimburse without prior
authorization, the CHD for school-based urgent care services; and the diagnosis
and treatment of sexually transmitted disease and other communicable diseases,
such as tuberculosis and human immunodeficiency syndrome. This shall include the
clinical, medical and laboratory services provided by the CHD to an HMO patient.

     C.   Offer the Healthy Start prenatal screen to each member who is
pregnant. (Section 383.14, F.S., 10J-8.010, F.A.C.)

     D.   Refer all pregnant women meeting Healthy Start high risk screening
criteria to the local CHD for Healthy Start care coordination. (Section 383.14,
F.S., 19J-8.010, F.A.C.)

     E.   Offer the Healthy Start postnatal (infant) screen to each woman for
her newborn. (Section 383.14, F.S., 10J-8.010 F.A.C.)

     F.   Refer all infants meeting Healthy Start high risk screening criteria
to the local CHD for Healthy Start care coordination. (10J-8.010, F.A.C.)

     G.   Refer all pregnant women, postpartum women (up to six months after
delivery), breastfeeding women (up to one year after delivery), infants and
children up to the age of five to the Special Supplemental Nutrition Program for
Women. Infants and Children (WIC) available through the local CHD.

     H.   Reimburse without prior authorization services for an member's
immunizations.

     I.   Reimburse without prior authorization for family planning services and
related pharmaceuticals.

                                      148

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July 2002                                                  Medicaid HMO Contract

5.   The CHD agrees to:

     A.   Attempt to contact the HMO before providing health care services to
their members.

     B.   Provide the plan with a copy of the member immunization record at the
time that the immunization is provided to the plan member. The CHD shall not
submit a claim for the immunization if the plan documents to the CHD that the
immunization has already been provided.

     C.   Notify the HMO within ____________ hours when HMO patients are treated
in the CHD.

     D.   Forward to the HMO within ____________ days all medical records
relating to an HMO patient being seen at the CHD.

     E.   Refer HMO patients back to the HMO for ongoing primary care following
provision of services covered in this agreement.

6.   Both parties mutually agree to:

     A.   Make good faith effort to work in a cooperative manner.

     B.   Forward any unresolved concerns involving the HMO and the CHD to the
appropriate agency area Bureau of Managed Health Care office.


---------------------------------------------------------------        ---------
CHD Director/Administrator - signature               Date

---------------------------------------------------------------
CHD Director/Administrator - type or print name

---------------------------------------------------------------        ---------
Authorized Representative of HMO - signature              Date

---------------------------------------------------------------
Authorized Representative of HMO - type or print name

                                      149

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July 2002                                                  Medicaid HMO Contract

                             Contract Number:______

                                      110.5

                SAMPLE MULTIPLE SIGNATURE VERIFICATION AGREEMENT

Account Number: ______________________

In consideration of the mutual promises and undertakings expressed herein, this
Agreement is entered into between _________________ Bank ("Bank") and
__________________ Health plan ("Health plan"), effective as of the ______ day
of _________________, 1996.

1.   Health plan is opening the Bank business investment account referenced by
number above ("the Account"), pursuant to the conditions contained in the
agreement entered between Health plan and the Office of the Director of
Medicaid, State of Florida Agency for Health Care Administration ("Medicaid")
dated July 1, 1996.

2.   Pursuant to its agreement with Medicaid, Health plan desires, and Bank
agrees to provide, a "hold" on the account so that withdrawals may be made only
by properly authorized written request, and upon manual examination of the
requests, which service shall be subject to the terms and restrictions set forth
below.

3.   Bank will only honor written requests for withdrawals which bear the
signatures of two authorized representatives of Medicaid and two signatures of
authorized representatives of Health plan. Medicaid and Health plan will provide
to Bank examples of the signatures of the authorized representatives.

4.   Health plan will present the written, properly executed requests for
withdrawal to _______________________, at Bank, located at_____________________.
__________, Florida, _______, between the hours of 8:00 am and 4:00 pm, EST,
during banking business days. The request will contain the Account number, the
amount of the funds to be withdrawn, a description of the payee who shall
receive the funds, and the signatures of two authorized representatives of
Medicaid and two signatures of authorized representatives of Health plan.

5.   Bank agrees to review the requests; draft the Account for the amount of the
requested withdrawal, and prepare a Bank Official Check in the withdrawn amount,
in accordance with the terms of the request. Bank agrees to undertake the above
and make the Check available to Health plan no later than the close of the
banking day following the banking day in which the request was presented to Bank
in accordance with Paragraph 4, above. [Optional language: Health plan agrees to
pay to Bank a fee of $5.00 for each Official Bank Check issued.]

6.   Bank shall return to Health plan any request that does not meet the
above-described requirements. Bank shall have the sole discretion to determine
whether the requirements have been met.

7.   Pursuant to its agreement with Medicaid, Health plan agrees that in the
event that Medicaid determines Health plan to be insolvent and notifies Bank of
its determination, Medicaid may make withdrawals on the account by two
authorized representatives of Medicaid, without authorized signatures from
Health plan. Bank shall not be responsible or liable for determining insolvency.
Bank shall not be required to permit withdrawals upon the sole order of Medicaid
until written notification is received from Medicaid at the address described in
Paragraph 4, and Bank has had a reasonable time to act thereon but in no event
later than two (2) business days.

8.   Except to the extent that Bank is negligent in performing its duties under
this Agreement, Health plan shall indemnify and hold Bank harmless against any
claim, loss, liability, damage, cost or expense (including reasonable attorneys'
fees incurred by Bank) arising out of or in any way relating to Bank's
compliance with the terms of this Agreement.

9.   This Agreement shall supplement the Bank Deposit Agreement, any corporate
or other resolution of Health plan relating to the Account, and any other
agreements or terms affecting the Account. All legal rights and obligations of
Health plan and Bank under such other documents and pursuant to any applicable
laws and banking regulations shall remain in effect, except as expressly
modified by this Agreement.

                                      150

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July 2002                                                  Medicaid HMO Contract

10.  This Agreement shall be executed by all currently authorized signers on the
Account, and it shall continue in effect notwithstanding any subsequent change
of authorized signers, and without any requirement that it be re-executed or
amended.

11.  This Agreement may be terminated at any time by Bank or Health plan,
provided Health plan provides Bank written approval from Medicaid, and provided
that the indemnification provision of paragraph 7 above shall continue in effect
after any such termination with respect to any withdrawals or requests handled
by Bank prior to such termination. This Agreement shall be binding upon and
shall inure to the benefit of any successors and assigns of Health plan,
Medicaid, and Bank.

The undersigned parties have executed this Agreement through their duly
authorized representatives as of the date shown above.

BANK

By:
   ------------------
Title:
      --------------------

HEALTH PLAN

By:
   ------------------
Title:
      --------------------

                    HEALTH PLAN'S CERTIFICATION OF AUTHORITY

The undersigned hereby certifies that: (1) (s)he is the Secretary of __________
Health plan; and (2) the foregoing Agreement is consistent with any corporate or
other resolution(s) of Health plan previously or contemporaneously provided to
Bank.

By:
   ------------------
Title:
      --------------------

Date of Certification:
                      ---------

[Affix corporate seal]

                                      151

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July 2002                                                  Medicaid HMO Contract

                              AUTHORIZED SIGNATURES

HEALTH PLAN

                         AGENCY FOR HEALTH CARE ADMINISTRATION

--------------------     --------------------
Print Name:                  Print Name:
           --------------               --------------
                         Director of Medicaid

--------------------     --------------------
Print Name:                  Print Name:
           --------------               --------------
                         Bureau of Managed Health Care, Chief

--------------------     --------------------

--------------------     --------------------
Print Name:                  Print Name:
           --------------               --------------
                         Bureau of Managed Health Care, Operations Administrator

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

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

                                      152

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July 2002                                                  Medicaid HMO Contract

                                      110.6

                        SAMPLE HMO ADULT HEALTH SCREENING

The following items are associated with a health assessment required for
Medicaid Adult Health Screens.

Health History

.    Present Health History (including immunization status)
.    Past Health History
.    Family Health History
.    Risk Factors/Health Behaviors
.    Dietary History

Physical Assessment

.    Body Measurements
.    Height/Weight
.    Blood Pressure
.    Pulse

.    Physical Examination of Body Systems
.    General Appearance
.    Skin
.    Eyes, Ears, Nose, Throat, Oral Cavity
.    Thyroid
.    Heart and Lungs
.    Abdomen
.    Breasts
.    Pelvic, Testicular, Rectal Exam, Prostate
.    Extremities

.    Hearing/Visual Acuity

.    Laboratory Tests
.    Hematocrit or Hemoglobin
.    Urine for Sugar, Proteins
.    Other tests as appropriate

                                      153

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July 2002                                                  Medicaid HMO Contract

                                      110.7

              FLORIDA PATIENT'S BILL OF RIGHTS AND RESPONSIBILITIES
                                  381.026, F.S.

(1)  SHORT TITLE. This section may be cited as the "Florida Patient's Bill of
Rights and Responsibilities:"

(2)  DEFINITIONS. As used in this section, the term:
     (a)  "Health care facility" means a facility licensed under chapter 395.
     (b)  "Health care provider" means a physician licensed under chapter 458,
an osteopathic physician licensed under chapter 459, or a podiatrist licensed
under chapter 461.
     (c)  "Responsible provider" means a health care provider who is primarily
responsible for patient care in a health care facility or provider's office.

(3)  PURPOSE. It is the purpose of this section to promote the interests and
well-being of the patients of health care providers and health care facilities
and to promote better communication between the patient and the health care
provider. It is the intent of the Legislature that health care providers
understand their responsibility to give their patients a general understanding
of the procedures to be performed on them and to provide information pertaining
to their health care so that they may make decisions in an informed manner after
considering the information relating to their condition, the available treatment
alternatives, and substantial risks and hazards inherent in the treatments. It
is the intent of the Legislature that patients have a general understanding of
their responsibilities toward health care providers and health care facilities.
It is the intent of the Legislature that the provision of such information to a
patient eliminate potential misunderstandings between patients and health care
providers. It is a public policy of the state that the interests of patients be
recognized in a patient's bill of rights and responsibilities and that a health
care facility or health care provider may not require a patient to waive his
rights as a condition of treatment. This section shall not be used for any
purpose in any civil or administrative action and neither expands nor limits any
rights or remedies provided under any other law.

(4)  RIGHTS OF PATIENTS. Each health care facility or provider shall observe the
following standards:
     (a)  Individual dignity.
          1.   The individual dignity of a patient must be respected at all
times and upon all occasions.
          2.   Every patient who is provided health care services retains
certain rights to privacy, which must be respected without regard to the
patient's economic status or source of payment for his care. The patient's
rights to privacy must be respected to the extent consistent with providing
adequate medical care to the patient and with the efficient administration of
the health care facility or provider's office. However, this subparagraph does
not preclude necessary and discreet discussion of a patient's case or
examination by appropriate medical personnel.
          3.   A patient has the right to a prompt and reasonable response to a
question or request. A health care facility shall respond in a reasonable manner
to the request of a patient's health care provider for medical services to the
patient. The health care facility shall also respond in a reasonable manner to
the patient's request for other services customarily rendered by the health care
facility to the extent such services do not require the approval of the
patient's health care provider or are not inconsistent with the patient's
treatment.
          4.   A patient in a health care facility has the right to retain and
use personal clothing or possessions as space permits, unless for him to do so
would infringe upon the right of another patient or is medically or
programmatically contraindicated for documented medical, safety, or programmatic
reasons.

     (b)  Information.
          1.   A patient has the right to know the name, function, and
qualifications of each health care provider who is providing medical services to
the patient. A patient may request such information from his responsible
provider or the health care facility in which he is receiving medical services.
          2.   A patient in a health care facility has the right to know what
patient support services are available in the facility.
          3.   A patient has the right to be given by his health care provider
information concerning diagnosis, planned course of treatment, alternatives,
risks, and prognosis, unless it is medically inadvisable or impossible to give
this information to the patient, in which case the information must be given to
the patient's guardian or a person designated as the patient's representative. A
patient has the right to refuse this information.

                                       154

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July 2002                                                  Medicaid HMO Contract

          4.   A patient has the right to refuse any treatment based on
information required by this paragraph, except as otherwise provided by law. The
responsible provider shall document any such refusal.
          5.   A patient in a health care facility has the right to know what
facility rules and regulations apply to patient conduct.
          6.   A patient has the right to express grievances to a health care
provider, a health care facility, or the appropriate state licensing agency
regarding alleged violations of patients' rights. A patient has the right to
know the health care provider's or health care facility's procedures for
expressing a grievance.
          7.   A patient in a health care facility who does not speak English
has the right to be provided an interpreter when receiving medical services if
the facility does not have a person readily available who can interpret on
behalf of the patient.

     (c)  Financial information and disclosure.
          1.   A patient has the right to be given, upon request, by the
responsible provider, his designee, or a representative of the health care
facility full information and necessary counseling on the availability of known
financial resources for the patient's health care.
          2.   A health care provider or a health care facility shall, upon
request, disclose to each patient who is eligible for Medicare, in advance of
treatment, whether the health care provider or the health care facility in which
the patient is receiving medical services accepts assignment under Medicare
reimbursement as payment in full for medical services and treatment rendered in
the health care provider's office or health care facility.
          3.   A health care provider or a health care facility shall, upon
request, furnish a patient, prior to provision of medical services, a reasonable
estimate of charges for such services. Such reasonable estimate shall not
preclude the health care provider or health care facility from exceeding the
estimate or making additional charges based on changes in the patient's
condition or treatment needs.
          4.   A patient has the right to receive a copy of an itemized bill
upon request. A patient has a right to be given an explanation of charges upon
request.

     (d)  Access to health care.
          1.   A patient has the right to impartial access to medical treatment
or accommodations, regardless of race, national origin, religion, physical
handicap, or source of payment.
          2.   A patient has the right to treatment for any emergency medical
condition that shall deteriorate from failure to provide such treatment.

     (e)  Experimental research.
     In addition to the provisions of Section 766.103, F.S., a patient has the
right to know if medical treatment is for purposes of experimental research and
to consent prior to participation in such experimental research. For any
patient, regardless of ability to pay or source of payment for his care,
participation must be a voluntary matter; and a patient has the right to refuse
to participate. The patient's consent or refusal must be documented in the
patient's care record.

     (f)  Patient's knowledge of rights and responsibilities.
     In receiving health care, patients have the right to know what their rights
and responsibilities are.

(5)  RESPONSIBILITIES OF PATIENTS. Each patient of a health care provider or
health care facility shall respect the health care provider's and health care
facility's right to expect behavior on the part of patients which, considering
the nature of their illness, is reasonable and responsible. Each patient shall
observe the responsibilities described in the following summary.

(6)  SUMMARY OF RIGHTS AND RESPONSIBILITIES. Any health care provider who treats
a patient in an office or any health care facility that admits and treats a
patient shall adopt and make public, in writing, a statement of the rights and
responsibilities of patients, including:

                                       155

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July 2002                                                  Medicaid HMO Contract

      SUMMARY OF THE FLORIDA PATIENT'S BILL OF RIGHTS AND RESPONSIBILITIES

Florida law requires that your health care provider or health care facility
recognize your rights while you are receiving medical care and that you respect
the health care provider's or health care facility's right to expect certain
behavior on the part of patients. You may request a copy of the full text of
this law from your health care provider or health care facility. A summary of
your rights and responsibilities follows:
     A patient has the right to be treated with courtesy and respect, with
appreciation of his individual dignity, and with protection of his need for
privacy.
     A patient has the right to a prompt and reasonable response to questions
and requests.
     A patient has the right to know who is providing medical services and who
is responsible for his care.
     A patient has the right to know what patient support services are
available, including whether an interpreter is available if he does not speak
English.
     A patient has the right to know what rules and regulations apply to his
conduct.
     A patient has the right to be given by his health care provider information
concerning diagnosis, planned course of treatment, alternatives, risks, and
prognosis.
     A patient has the right to refuse any treatment, except as otherwise
provided by law.
     A patient has the right to be given, upon request, full information and
necessary counseling on the availability of known financial resources for his
care.
     A patient who is eligible for Medicare has the right to know, upon request
and in advance of treatment, whether the health care provider or health care
facility accepts the Medicare assignment rate.
     A patient has the right to receive, upon request, prior to treatment, a
reasonable estimate of charges for medical care.
     A patient has the right to receive a copy of a reasonably clear and
understandable, itemized bill and, upon request, to have the charges explained.
     A patient has the right to impartial access to medical treatment or
accommodations, regardless of race, national origin, religion, physical
handicap, or source of payment.
     A patient has the right to treatment for any emergency medical condition
that shall deteriorate from failure to provide treatment.
     A patient has the right to know if medical treatment is for purposes of
experimental research and to give his consent or refusal to participate in such
experimental research.
     A patient has the right to express grievances regarding any violation of
his rights, as stated in Florida law, through the grievance procedure of the
health care provider or health care facility which served him and to the
appropriate state licensing agency.
     A patient is responsible for providing to his health care provider, to the
best of his knowledge, accurate and complete information about present
complaints, past illnesses, hospitalizations, medications, and other matters
relating to his health.
     A patient is responsible for reporting unexpected changes in his condition
to his health care provider.
     A patient is responsible for reporting to his health care provider whether
he comprehends a contemplated course of action and what is expected of him.
     A patient is responsible for following the treatment plan recommended by
his health care provider.
     A patient is responsible for keeping appointments and, when he is unable to
do so for any reason, for notifying the health care provider or health care
facility.
     A patient is responsible for his actions if he refuses treatment or does
not follow the health care provider's instructions.
     A patient is responsible for assuring that the financial obligations of his
health care are fulfilled as promptly as possible.
     A patient is responsible for following health care facility rules and
regulations affecting patient care and conduct.

                                       156

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July 2002                                                  Medicaid HMO Contract

                                      110.8

           MEMORANDUM OF UNDERSTANDING BETWEEN SCHOOL DISTRICT AND HMO

I.   GENERAL

     This agreement is entered into between the ____________ County School
District, hereinafter referred to as the "School District" and _________________
hereinafter referred to as the "HMO", for the purpose of improving services to
students qualified under the Medicaid certified school match program through
coordinated, cooperative health care interaction between the school district and
the HMO.

Both parties understand and agree that coordinating the health care needs and
treatment of Medicaid eligible students is critical to providing quality
services within and outside the school setting, and preventing possible
duplication of medical services. Both parties devote their efforts to continuity
and quality of care in pursuit of the students' needs for health care services
as required by Florida law.

II.  POWER AND AUTHORITY OF THE SCHOOL DISTRICT REGARDING THE CERTIFIED SCHOOL
     MATCH PROGRAM REIMBURSEMENT THROUGH MEDICAID:

     Pursuant to Sections 409.9071 and 236.0812, Florida Statutes, and Chapter
59G, Florida Administrative Code, School Districts in the State of Florida are
eligible to receive Medicaid fee-for-service reimbursement for certain services
provided to Medicaid-eligible students under the Medicaid certified school match
program. These health care services are physical therapy, speech-language
pathology, respiratory therapy, augmentative and communicative devices, nursing,
medication administration and behavioral health (psychology, social work, etc).
In addition, Medicaid reimburses transportation as a related service under the
certified school match program.

III. POWER AND AUTHORITY OF THE HMO REGARDING THE CERTIFIED SCHOOL MATCH PROGRAM
     REIMBURSEMENT THROUGH MEDICAID:

     The HMO has contracted with AHCA as a Medicaid HMO provider. The HMO must
comply with all established contract requirements and applicable state and
federal law when providing health care services. In accordance with Section
409.9122(2)(a), Florida Statutes, the HMO shall make a good faith effort to
execute an agreement with a School District for services authorized by Florida
law.

IV.  THE SCHOOL DISTRICT AGREES TO THE FOLLOWING:

     1.   Request parents or legal guardians to sign a release form for the
release of medical records, plan of care and Individual Education Plan (IEP) or
Family Support Plan (FSP) to the HMO for Medicaid certified school match
services.

     2.   Refer students to the HMO for ongoing primary care services.

     3.   Provide the HMO with a plan of care regarding the student's plan of
treatment within _____ days of plan of care development, provided the School
District has received the parent's or legal guardian's signed release of
records.

     4.   Forward to the HMO either a summary of services or the medical records
relating to the health care services provided under the Medicaid certified
school match program to an HMO student member upon request by the HMO within _
days after the HMO patient is treated in the school, or on a quarterly basis, as
agreed upon between the School District and the HMO.

     5.   Forward any unresolved health care concerns regarding the student,
including concerns which require continuity of treatment during school vacation,
to the HMO.

     6.   Provide a contact person to the HMO for coordinating services.

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July 2002                                                  Medicaid HMO Contract

     7.   As appropriate, include a representative of the HMO in staffing for
the IEP or FSP for each student covered under the Medicaid certified school
match program unless there is objection from a parent/guardian. In instances
where the HMO does not attend the IEP meeting, the School District will provide
other methods of communicating the student's health care needs.

V.   THE MEDICAID HMO AGREES TO THE FOLLOWING:

     1.   Provide an HMO contact person to the schools who is responsible for
coordination of services.

     2.   Refer students to primary care providers for ongoing services.

     3.   As appropriate, participate in IEP or FSP staff meetings, review
documentation received from the School District, and take action to ensure
coordination of care.

     4.   Release medical records to the school upon receiving the parent's or
guardian's consent for such release.

VI.  BOTH PARTIES AGREE TO:

A.   Make good faith effort to work in a cooperative manner.

B.   Forward any unresolved concerns involving the HMO and the School District
to the appropriate agency area Bureau of Managed Health Care office, as
appropriate.

VII. This agreement shall take effect_________________________
and shall remain in effect until terminated by either party, by written notice
to the other party upon certified or registered mail received.

____________________________________________
School District

____________________________________________     ________
Authorized Representative of School District     Date

____________________________________________
HMO

____________________________________________     ________
Authorized Representative of HMO                 Date

                                       158

<PAGE>

July 2002                                                  Medicaid HMO Contract

                                      110.9

                              FRAIL/ELDERLY PROGRAM
                           STATEMENT OF UNDERSTANDING

1.   I understand that the Frail/Elderly Program is part of the ______________,
Health Maintenance Organization (HMO

2.   I may choose to join _______________ HMO, or choose not to join. I may call
the Agency for Health Care Administration's enrollment and disenrollment
services contractor hotline, 1-888-367-6554, to receive further information
about my managed care options.

3.   It will not affect my ability to receive Medicaid by joining an HMO, or if
I choose not to join.

4.   If I choose to join the _________ HMO, I will receive my Medicaid covered
benefits from doctors in the HMO network. My current doctors may or may not be
in the HMO network.

5.   If I have Medicare Part A and B or only Medicare Part B and I join
the ___________ HMO, there will be no change in how I receive my Medicare
benefits. I may keep my choice of providers for services that will be paid by
Medicare. The frail/elderly program will pay for additional services provided to
me that it approves. I understand that I may not join ___________ HMO if I am in
a Medicare HMO and if I enroll in a Medicare HMO in the future, I must disenroll
from the Frail Elderly Program.

6.   An HMO may provide additional services not covered by regular
Medicaid. _______ HMO provides these additional services: (list additional
benefits).

7.   In order to prevent or delay nursing home placement, ______ HMO offers
special in-home and community services. These services may include:
homemaker/personal care; adult day care; supplies; and, adaptive equipment.

8.   If I should require nursing home placement, the frail/elderly program will
be responsible for the initial payment and placement.

9.   Some services may not be offered by HMOs. If I need these services, I may
still receive them through regular Medicaid. The following services are not
offered by_____________________HMO:
________________________________________________________________________________
________________________________.

10.  I understand that to be a member of the HMO, I cannot be a member of any
other HMO.

11.  I understand that I cannot be in the Frail/Elderly program of this HMO if I
am a member of, or if I am receiving services from any of the following:
aged/disabled waiver, channeling program, developmental services waiver,
Children's Medical Services, Medicaid AIDS waiver program (Project AIDS Care),
state mental hospital, prison or jail, hospice, or Assisted Living for the
Elderly program.

12.  I must tell the HMO if I move. I will ask to disenroll if I move to a
county where my HMO cannot care for me.

13.  The HMO will pay for the services provided to me that the HMO approves.

14.  I must pay for services or medical services provided by someone else other
than my HMO that were not authorized by my HMO, except for emergency medical
care, family planning or sexually transmitted disease testing.

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July 2002                                                  Medicaid HMO Contract

15.  I must use _____________________ pharmacies/drug stores approved by my HMO.

16.  I understand that if I become pregnant, I will be referred to a
participating obstetrician, family practice doctor, licensed midwife or
certified nurse midwife for prenatal care, and the newborn will automatically
become a member of the plan. I am pregnant: ____ yes __________ no.

17.  I understand that if I do not choose a doctor for the newborn, I will be
assigned a doctor. I choose Dr. _______________ as the newborn's pediatrician or
primary care physician.

18.  I understand that if I have a complaint about the HMO, I can call
_________________ or I can call the Agency for Health Care Administration's
Consumer Call Center at 1-888 419-3456. If I have an enrollment/marketing
representative complaint, I can call the Department of Insurance's Consumer
helpline at 1-800-342-2762.

19.  I understand that I have ten (10) days from the date that I signed the HMO
application to stop my application by calling the agency's toll-free enrollment
and disenrollment services telephone number: 1-888-367-6554.

20.  I understand that if I wish to disenroll from the HMO, I can do so by
calling the Agency for Health Care Administration's toll-free enrollment and
disenrollment services telephone number: 1-888-367-6554. I also understand that
disenrollment may take up to 59 days from the time I call.

21.  I will be able to choose my primary (main) doctor from a list of doctors
provided by the HMO. I choose my main doctor to be ___________________ .

22.  I must call this HMO doctor whenever I need to see a doctor.


     ----------------------------   -----------------------------
     Member's signature             Licensed Marketer's signature


                              --------------------
                              Marketer's License #

                                       160

</TEXT>
</DOCUMENT>
