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EXHIBIT 10.52

PROVIDER CONTRACT

THIS CONTRACT is entered into as of April 1, 1999, by and between Urban
Hospital Care Plus, a Michigan nonprofit corporation, ("Corporation") and United
American HealthCare Corporation, ("Contractor").

The Corporation is a nonprofit corporation having purposes which
include providing an effective system for providing quality coordinated health
care which decreases the cost of providing hospital and other health care
services to the community at large for persons unable to pay for such care. In
furtherance of its purposes, the Corporation has contracted (under an agreement
separate from this one) with Detroit area hospitals to establish a program of
health care services for certain medically indigent residents of Wayne County
("Program"). To carry out the Program, the Corporation needs to contract with
health care providers to render medical and related services to Program
enrollees.

The Contractor is qualified and capable of providing or arranging
medical and related services required by the Corporation for the Program, and
desires to do so under the terms of this Agreement.

Therefore, the Corporation and the Contractor agree:

I. CONTRACTOR'S SERVICES

1.01 The Contractor shall perform. or arrange as permitted under
this contract for performance of, the services described, in Appendix A when
medically indicated or necessary and authorized by the Contractor ("Services'),
in a manner satisfactory to the Corporation and consistent with applicable
standards of practice, for all persons whom the Corporation enrolls in

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the Program and assigns to the Contractor under this contract ("Enrollee" if
singular, "Enrollees" if plural).

1.02 The Contractor shall perform all its obligations under this
contract and shall assure that all its subcontracting health providers perform
all their obligations in connection with this contract, in accordance With the
operations manual approved in writing by the Corporation and the Contractor
simultaneously with the execution and delivery of this contract, which manual
the Corporation may amend in writing from time to time hereafter by giving prior
written notice of such amendments to the Contractor ("Manual"). However, in the
event of any conflict between this contract and the Manual, this contract shall
govern.

2. TERM AND TERMINATION

2.01 This contract shall take effect on April 1, 1999 and
continue for an initial term lasting until September 30, 1999, unless sooner
terminated pursuant to Section 2.03.

2.02 This contract shall be automatically renewed for additional,
successive terms of one (1) year each unless either party provides ninety (90)
days advance written notice to the other of its intent to terminate this
contract at the expiration of the initial term or any additional, successive
term.

2.03 This contract may only be terminated:
A. By the Corporation, by delivering written notice of
termination to the Contractor, which shall be effective on the first
day of the first calendar month which begins at least thirty (30)
days after delivery of the notice. However, the Corporation shall
have the right to terminate this contract effective on any earlier
date upon stating the earlier date in the notice, if the Corporation
determines the health, welfare or safety of enrollees may be
adversely affected or threatened by

continuing to receive Services hereunder, or if the Corporation
determines that its funds are insufficient to meet future payment
obligations under Section 10.01.

2.04 Upon any termination or upon the expiration of this
contract, the parties shall follow the termination procedures in Section 21.

3. CONTRACTOR'S PERFORMANCE OF SERVICES

3.01 The Contractor warrants that the Contractor and all its
employees assigned to the performance of Services, and subcontractors (and their
employees or contractors) engaged by the Contractor to perform Services pursuant
to this contract ("Subcontractors"), shall be fully qualified and authorized to
perform such Services under all applicable state and local laws and governing
professional association rules.

3.02 The Contractor shall notify the Corporation of any change or
loss of, or disciplinary action against, its or any of it's employees licensing,
accreditation or legal authorization or qualification to perform this contract
and, to the extent the Contractor is aware, of any change or loss in, or
disciplinary action against, any of its Subcontractors' licensing, accreditation
or legal authorization or qualification to perform Services pursuant to this
contract.

3.03 The Contractor shall assure that each employee and
Subcontractor shall devote such time, attention, skill, knowledge and
professional ability as is necessary to effectively and efficiently perform the
Services in accordance with applicable professional standards. The Contractor
and its Subcontractors may engage in rendering Services for other persons to the
extent it does not conflict with the performance of this contract.

3.04 The Contractor represents and warrants that it is fully
qualified and able to arrange or perform the Services, and shall assure that all
its Subcontractors are qualified and able to perform Services that they are
engaged to render.

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3.05 The relationship of each party to the other under this
contract shall be solely that of an independent contractor. All persons
performing Contractor's obligations under this contract shall be employees or
subcontractors of Contractor, not of Corporation. No relationship, other than
that of independent contractor shall be implied between the parties. Neither
party shall be liable for performance, including payment of monies, under any
contract or agreement of the other, including without limitation oral and
written employment contracts, and each party shall hold the other harmless from
all such liability (including attorneys' fees and costs of defense).

3.06 The Contractor shall deliver written notice to the
Corporation as soon as it knows of probable delays or adverse conditions that
may materially prevent provision of Services required under this contract.
This notice shall include a written statement of any remedial action taken or
contemplated by the Contractor. A notice under this Section 3.06 shall not
relieve the Contractor of any obligation to perform its obligations under this
contract.

3.07 The Contractor will also authorize each Enrollee assigned to
it to elect to. receive Services from any primary care provider of the
Contractor, subject to limitations established by the Contractor with the
approval of the Corporation. The Contractor further agrees to arrange for
Services to be rendered to Enrollees assigned to the Contractor at locations
within an area not further than one (1) zip code area away from the zip code
area in which the Enrollee resides.

3.08 The Contractor shall display and use its best effort to
cause its providers to display notice provided by the Corporation that it is a
provider of Services for the Corporation at each place of business of the
Contractor or its providers.

4. ELIGIBILITY AND ENROLLMENT

4.01 The Corporation shall advise the Contractor of the persons
who it assigns to the Contractor as Enrollees. The Corporation shall also
provide the Contractor with notification of additional assignments of Enrollees
to the Contractor throughout the month if the Corporation assigns Enrollees to
the Contractor during a month.

4.02 The Contractor may obtain access from the Corporation to its
eligibility system, in a manner arranged by the Corporation, for the purpose of
ascertaining a person's Enrollee status, when appropriate. All costs associated
with obtaining access to such eligibility system shall be the responsibility of
the Contractor.

4.03 A Contractor agrees to accept all Enrollees assigned to it
by the Corporation.

4.04 The Corporation will assign Enrollees to Contractor
according to the Enrollees' ZIP codes. Appendix C sets forth the ZIP codes from
which Enrollees will be assigned to the Contractor.

4.05 Subject to Section 3.07, the Contractor shall assign each
Enrollee to a primary care provider.

4.06 If assignment to this Contractor creates a hardship for an
Enrollee which could be avoided by assigning the enrollee to another Contractor,
the enrollee may request a change of assignment in the manner set forth in the
Manual. The Corporation is the only entity authorized to reassign an Enrollee.

4.07 Enrollment becomes effective on the day the Enrollee is
assigned to the Contractor as an Enrollee. Except as provided by Section 4.08,
enrollment and the Contractor's obligation to provide Services continues to the
end of the calendar month during which the Enrollee is eligible for Services.

4.08 If an Enrollee is assigned to the Contractor as of the day
he or she is admitted to a hospital for an authorized hospital admission, the
Contractor shall be responsible for the entire episode until discharge even if
this extends into a subsequent month in which enrollment ceases. If an Enrollee
is not, assigned to the Contractor as of the day he or she is admitted to a
hospital, the Contractor shall not be responsible for that episode of care up to
discharge for that admission.

4.09 The Contractor is not responsible for providing services to
a given Enrollee unless and until the enrollment has been confirmed. This
confirmation will be provided by the Corporation as set forth in the Manual. The
Contractor shall have the right to rely on enrollment information given to it by
the Corporation.

4.10 Contractor's obligations to provide Services to an Enrollee
begin at the time the Corporation assigns the Enrollee to the Contractor.

4.11 The number of Enrollees assigned to the Contractor may be
based on the eligible enrollees in the zip codes identified in Appendix C. The
number of Enrollees assigned to the Contractor may fluctuate on a monthly basis.

4.12 Contractor agrees to accept Enrollees from ZIP codes other
than those in Appendix C, when assigned to it by the Corporation.

5. CASE MANAGEMENT

5.01 The Contractor is responsible for medical case management as
set forth in the Manual. The Contractor, either directly or through
subcontractual arrangements, is responsible for coordinating each Enrollee's
medical care needs for Services, for assuring continuity of care, and for
assuring that the services provided are of APPROPRIATE quality and intensity for
the Enrollee's condition.

5.02 The Contractor shall inform Enrollees, at the time of
assignment to the Contractor, that they must utilize only the services of the
Contractor to which they are assigned except in cases requiring emergency
medical care as defined in Section 7.06. The Contractor is not required under
this contract to reimburse any provider for non-emergency treatment of an
enrollee that was not authorized (as set forth in the Manual) by the CONTRACTOR,
NOR DOES the Corporation assume any liability or responsibility for such
non-authorized non-emergency treatment.

5.03 The Contractor shall provide educational materials to each
new enrollee assigned to it, containing information as required in the Manual.
The Contractor shall provide such materials to enrollees upon initial assignment
to the Contractor. The Corporation reserves the right to review for accuracy,
clarity and completeness, and approve or disapprove, these materials, including
all future revisions. If such review is conducted, the Corporation shall not
unreasonably withhold its approval of such materials. The Contractor shall not
use any materials, which the Corporation has disapproved.

5.04 The Contractor shall develop written guidelines for
referring enrollees to appropriate substance abuse preventive services or
substance abuse treatment and rehabilitation services for those enrollees whose
need for medical care, in whole or in part, is caused by substance abuse.

5.05 The Contractor may provide additional services as deemed
necessary through the Contractor's case management process.

6. EXCLUDED SERVICES

6.01 The Corporation may exclude or limit by reference to such
exclusion or limitation in the Manual certain Services. Included in the Manual
in the list of excluded Service that the Contractor shall not be obligated to
provide to Enrollees shall be:

A. Substance abuse diagnosis or treatment.
B. Psychiatric services or treatment.
C. Treatment of prisoners. "Prisoner" means a person formally
charged either by grand jury indictment or by a warrant signed
by a judge or magistrate issued on a complaint, and charged
with a state offense. "Prisoner" does not include, and this
exclusion shall not apply to, arrestees prior to their being
charged with a state offense, if the arrestee is subsequently
charged with a state offense as a result of that arrest.

D. Chiropractic services.

7. ACCESS FOR EMERGENCIES

7.01 The Contractor shall offer around-the-clock telephone access
to Enrollees, and is responsible for locating, coordinating, and monitoring
services on behalf of Enrollees. This requirement may be satisfied by having a
qualified representative or Subcontractor of the Contractor available for
contact by telephone on a 24-hour-per-day basis who can appropriately respond to
concerns any Enrollee may have about his or her care and condition.

7.02 The Contractor shall assure that access to emergency medical
care is available on a 24-hour-per-day basis, seven days a week, through its own
facilities or through appropriate facilities of its Subcontractors.

7.03 The Contractor agrees to pay the costs of emergency medical
care to Enrollees that are necessary and appropriate when provided by a provider
not affiliated with the Contractor, whether or not a Subcontractor, in every
instance where the Contractor's retrospective authorization requirements as
permitted under this contract are met. However, the Contractor is not
responsible for paying for Services provided outside of the State of Michigan
unless such Services have received the prior approval of the Contractor.

7.04 The Contractor shall inform its Enrollees, at the time they
are assigned to the Contractor by the Corporation, where and how they may obtain
Services, including emergency medical care.

7.05 "Emergency medical care" means those services necessary to treat
any condition for which a delay in treatment may result in the Enrollee's death
or the permanent impairment of the Enrollee's health.

8. QUALITY ASSURANCE

8.01 The Contractor shall have an internal written quality
assurance program. This program shall satisfy all applicable requirements set
forth in the Manual. This program, and any changes or supplements to it, shall
be subject to review for accuracy, completeness and clarity, and approval by the
Corporation or its designated agent. The Corporation or its designated agent
shall not unreasonably withhold said approval. The Contractor shall not use any
quality assurance program, or any change or supplement, which the Corporation or
its designated agent has not approved.

8.02 The Contractor must implement and maintain an appropriate
utilization

review program and a discharge planning procedure, both, as set forth in the
Manual, which shall be subject to review, and approval by the Corporation or its
designated agent. The Contractor shall not use any such program or procedure
that the Corporation or its designated agent has not approved. The Corporation
or its designated agent shall not unreasonably withhold approval of an
appropriate utilization review program and discharge planning procedure.

8.03 Subject to confidentiality restrictions, the Contractor shall
provide the Corporation and its representatives with access to information
relating to Enrollees that the Corporation may reasonably request for the
purpose of assessing the quality, type and scope of Services rendered to
Enrollees.

9. CONFLICT RESOLUTION PROCEDURE

9.01 The Contractor shall have two conflict resolution procedures
in place, one accessible for Enrollees and another for Subcontractors and
non-contracting providers, which include a method for responding appropriately
to patient complaints regarding denial of services; inappropriate behavior on
the part of a medical provider, quality of care and treatment, rate of
reimbursement and denial of payment issues, and which shall comply with conflict
resolution procedures set forth in the Manual. A conflict resolution procedure
is subject to review, and approval by the Corporation or its designated agent.
The Contractor shall not use a procedure that the Corporation or its designated
agent has not approved. The Corporation or its designated agent shall not
unreasonably withhold approval of a conflict resolution procedure. Upon the
Corporation's request, the Contractor shall provide information to the
Corporation regarding individual grievances.

9.02 The Contractor must inform all its Enrollees in writing of the
availability of the conflict resolution procedure and explain in writing how the
Enrollee can bring a concern to the attention of the appropriate persons.

9.03 The Corporation shall inform the Contractor of the
Corporation's provider and enrollee appeal process. All grievances must go
through the Contractor's conflict resolution process prior to being submitted to
the Corporation. The Corporation shall inform the Contractor of any changes in
the Corporation's provider or enrollee appeal process.

10. REIMBURSEMENT

10.01 The Corporation shall pay the Contractor a fixed fee of EIGHTY
NINE DOLLARS AND THIRTY THREE CENTS ($89.33) per month for each Enrollee
assigned to the Contractor as of the first day of each month during the term of
this contract ("Basic Fee"). If the Corporation notifies the Contractor that the
Corporation will elect to assign Enrollees to the Contractor during a month, the
Corporation shall pay the Contractor an add-on allowance equal to 2% of the
Basic Fee for the month in which the Corporation has made such an election
("Add-! on Allowance").

Except as otherwise provided by this Contract, the Corporation shall
pay the Contractor each month's Basic Fee and any Add-on Allowance on or before
the later of (a) the 10th day of each month for that month's fee and allowance,
or (b) three (3) days after the Corporation receives a correct invoice from the
Contractor for that month's Basic Fee and Add-on Allowance. However, if no later
than the foregoing payment due date the Corporation in good faith states in
writing to the Contractor that it does not yet have funds to pay such payment,
then such payment shall be due no later than the last day of that month,
provided that Corporation shall pay the payment earlier if it receives
sufficient funding. The amounts payable to Contractor

under this Section 10.01 shall be subject to reduction as set forth in Sections
10.05, 12.06, 13.01, 13.03, 20.03 and 21.01.

The payments to Contractor under this Section 10 constitute full
payment for all Services (whether performed by Contractor or Subcontractors) and
all other obligations of Contractor under this contract, except Contractor and
Subcontractors may receive co-payments from Enrollees as set forth on Appendix
A. The Contractor shall not collect, or attempt to collect, any other payment
from any source for such Services and obligations.

10.02 The Corporation shall not in any event be liable for payments
to Subcontractors or other providers for Services or any other obligations
relating to this contract.

10.03 If the Contractor fails to perform its obligations under this
contract in any month for which the Corporation has paid it under this Section
10, the Contractor shall refund all unearned payments (calculated on a daily
prorated basis) immediately to the Corporation.

10.04 The Corporation may suspend its payments to the Contractor at
any time the Contractor fails to comply with Section 4.03, 13.04 or 34.01.

10.05 The Contractor acknowledges that the Corporation's funds for
paying amounts owing to the Contractor under this contract are to be derived
from a separate Agreement for Managed Health Care Services ("Managed Care
Agreement"). Notwithstanding anything in this contract to the contrary,
Corporation shall not, in any event, be required to pay in any fiscal year of
the Corporation any amounts under this contract-and similar provider contracts
that, together with Corporation expenditures permitted under the Managed Care
Agreement, would exceed the amounts the Corporation actually has received under
the Managed Care Agreement for that fiscal year. The parties acknowledge that
the term "Managed Care Agreement" in this Section means the proposed Agreement
for Managed Health Care Services for 1999, as it may be

amended or supplemented in the future. The parties further acknowledge that, as
of the date of this Contract, the Managed Care Agreement for 1999 has not been
entered into and, as proposed, would not extend past September 30, 1999.

11. RATES FOR SERVICES

11.01 The Corporation shall not be responsible for paying any amount
whatsoever for Services provided to an Enrollee by the Contractor or a
Subcontractor. However, this Section 11.0 1 shall not relieve the Contractor of
any obligation to provide Services under this contract.

12. PAYMENT OF CLAIMS

12.01 The Contractor shall be responsible for paying or incurring
the cost of all authorized Services provided to Enrollees, except co-payments
permitted under this contract.

12.02 When the Contractor has authorized services to be provided by
other outside medical providers, such as an acute care hospital, the Contractor
shall be responsible for paying or arranging for payment of all claims related
to the provision of those services.

12.03 The Contractor shall make reasonably prompt payment to all
providers for authorized Services rendered to Enrollees, including emergency
medical care. Whenever Services have been provided and all necessary
documentation has been received by the Contractor to validate Program
eligibility and approve payment to a provider for a claim received by the
Contractor within 1 year from the date Services were provided to an Enrollee,
but the Contractor has not made payment to a provider within sixty (60) days of
the date in which all necessary documentation has been received, the Corporation
reserves the right to intercede and resolve any and all issues related to which
it determines are relevant. The Corporation may so intercede only after it has
met with the Contractor to validate the finding and provide the

Contractor the opportunity to respond and consult. A final determination shall
not be made until and unless this meeting for response and consultation has
occurred between the CONTRACTOR and the Corporation. The Contractor shall pay
such appealed cases within thirty (30) business days of notice of final
determination from Corporation to Contractor. Once notified in writing by the
Contractor or any provider of a dispute subject to this Section 12.03, the
Corporation shall proceed diligently to resolve the dispute as set forth in this
Section 12.03.

12.04 The Corporation, when it has reviewed appealed cases for which
the Contractor has denied partial or full payment to a provider for a claim
received by the Contractor within I year from the date Services were provided to
an Enrollee, but which the Corporation has determined should be paid in part or
in full, reserves the right to intercede and resolve any and all such issues
which the Corporation determines are relevant. This may occur only after the
Corporation has met with the Contractor to validate its findings and provide the
Contractor the opportunity to respond and consult. A final determination shall
not be made until and unless this meeting for response and consultation has
occurred between the Contractor and the Corporation. The Contractor shall pay
such appealed cases within thirty (30) business days of notice of final
determination from Corporation to Contractor. Once notified in writing by the
Contractor or any provider of a dispute subject to this Section 12.04, the
Corporation shall proceed diligently to resolve the dispute as set forth in this
Section 12.04.

12.05 The Contractor is not required under this contract to pay
claims for authorized inpatient services unless and until that claim is
accompanied by an appropriate application for Medicaid coverage in order to
assure that an opportunity for thorough review and proper processing may occur.
The hospital providing inpatient services to the enrollee shall be responsible
for this submission.

12.06 The Corporation may make a set-off from any amounts otherwise
payable to the Contractor under Section 10 of this contract for any amounts due
to a provider pursuant to a notice of final determination issued by the
Corporation pursuant to Sections 12.03 or 12.04 which have remained unpaid after
thirty (30) business days after the issuance of that notice of final
determination. Any amounts set-off pursuant to this section shall be used by the
Corporation to pay the amounts owing to the provider of the Contractor.

13. FINANCIAL SOLVENCY

13.01 The Contractor shall enter into a trust agreement with the
Corporation substantially in the form as set forth in Appendix B. All amounts
entitled "Trust Deposits" in Appendix B shall be reductions of the amounts
otherwise payable to the Contractor under Section 10 of this contract, and
Contractor shall have no rights to such Trust Deposits except as expressly set
forth in Appendix B.

13.02 The Contractor shall submit to the Corporation financial
information as follows:
A. Annual audited financial statements, within 120 days after the
end of each of the Contractor's fiscal years;
B. Annual detailed budget projections;
C. An audited detail report of claims incurred but not 'reported
(IBNR), as of September 30, 1999 and as of December 31 of each
subsequent year for which this Contract is in effect;
D. Financial statements in a form agreed to by - the Contractor and
the Corporation (including, at a minimum, balance sheet, fund
statement and income statement) for each calendar quarter,
(including incurred but not reported claims), to be submitted to
the Corporation within 60 days after the end of each such
quarter; and
E. Other information as to the Corporation reasonably requests
relating to the Contractor's financial condition.

The financial statements provided by the Contractor shall be prepared in
accordance with generally accepted accounting principals and include a balance
sheet, income statement, statement of shareholders equity or net assets, and a
statement of cash flows. Audited financial statements provided by the Contractor
shall also include any notes to those financial statements.

13.03 The Corporation reserves the right to withhold payments due
the Contractor under Section 10 if there are not sufficient funds in the trust
described in Section 13.01 and Appendix B or if the Corporation determines in
good faith that the Contractor will not contract for the coming year and that
Contractor funds are not sufficient to cover incurred but not reported and/or
outstanding claims against the Contractor for the cost of Services provided to
Enrollees assigned to the Contractor.

13.04 Either party shall immediately inform the other party in
writing:
A. If either party shall apply for or consent to the appointment of
a receiver, trustee or liquidator for all or a substantial part
of its assets; file a voluntary petition for bankruptcy; make a
general assignment for the benefit of creditors; file a petition
or an answer seeking reorganization for an arrangement with
creditors or to take advantage of any insolvency law.
B. If the Internal Revenue Service or any government agency places a
lien on, or seizes any of its assets.
C. If ownership or management of the party is transferred, sold,
assigned or delegated to an entity other than the party.

D. If the Internal Revenue Service gives notice to revoke the
tax-exempt status of the party or if the party's tax-exempt
status changes, if the party has tax-exempt status at the time
this contract is executed.

13.05 Neither the Corporation nor Enrollees shall in any event be
held liable for the Contractor's debts, even if the Contractor becomes
insolvent. The Contractor shall not in any event be held liable for the
Corporation's debts, even if the Corporation becomes insolvent or meets the
standards of Section 13.04 for providing notice to the Corporation. All
contracts and subcontracts entered into by the Contractor for the provision of
Services under this contract shall include a written provision stating the
substance of the preceding sentence.

14. BANKRUPTCY OR INSOLVENCY

14.01 In the event the Contractor is adjudicated bankrupt or
insolvent or files a voluntary petition for bankruptcy, or in the event a
trustee is appointed over the Contractor or any of its property, whether it is a
third party or Contractor as debtor-in-possession (hereafter referred to as
"Contractor" in this paragraph 14.01 unless the context clearly requires
otherwise) the following rights, obligations and limitations shall control:

A. Contractor or any trustee shall not assign any or all of its
rights, title or interest, in or to this contract, this contract
being one for the delivery of professional services and related
services, as to which the Corporation is entitled to insist upon
performance solely by the Contractor.

B. Contractor or any trustee may only assume this contract in the
event it provides adequate assurance of future performance. For
purposes of this Section 14.01(B), adequate assurance of future
performance shall mean proof reasonably satisfactory to the
Corporation of

(i) adequate financial capacity to employ or contract with
sufficient medical and ancillary personnel and providers
to service all enrollees assigned to the Contractor as
provided in this contract, and to PAY FOR ALL PURCHASES
of health services contracted for by the Contractor;

(ii) adequate financial capacity to own, operate, lease or
obtain sufficient facilities and supplies to service all
enrollees assigned to the Contractor as provided for in
this contract; and

(iii) adequate financial and professional capacity to maintain
the standard of care provided in this contract. The
reasonable determination of the Corporation as to the
adequate professional capacity of the Contractor shall be
determinative.

C. Contractor or any trustee may also only assume this contract if
Contractor immediately cures any and all pre-bankruptcy defaults,
including but not limited to payments to providers, and
immediately compensates the Corporation for any and all primary
loss resulting from such default, including but not limited to
pre and post petition.

D. Because of the unique nature of the medical and other health care
services this contract requires the Contractor to provide to
Enrollees, the Contractor agrees that any requests by the
Corporation that the trustee or it as debtor-in-possession assume
or reject this contract in a shorter time than provided for in 11
USC ss.365 is reasonable so long as the trustee or Contractor
receive no less than five (5) business days' notice; and

E. In the event this contract is terminated during bankruptcy
proceedings or in the event the trustee or debtor-in-possession
successfully and properly obtains a court order rejecting this
contract, the Contractor as debtor-in-possession and/or its
trustee shall cooperate fully with the Corporation in arranging
for the orderly transfer of patient care responsibilities for
enrollees to such persons or entities as the Corporation may
designate, no such rejection shall be effective until the orderly
transfer of patient care responsibilities, consistent with sound
medical practice, has been completed.

14.02 Although neither party shall have the right to terminate the
contract merely because the other is adjudicated bankrupt or insolvent or a
trustee or a debtor-in possession is appointed over any parties' property, each
party shall retain all of the other termination rights set forth elsewhere in
this contract during the period of any proceedings under the Bankruptcy Code.
This contract, however, shall terminate on its own terms notwithstanding the
filing of bankruptcy. Contractor agrees not to attempt to extend this contract
beyond the. termination date under any section of the Bankruptcy Code including
by not limited to section 362 or 105.

15. DATA SYSTEMS

15.01 In order to allow for evaluation of quality and the
appropriateness of rates of utilization, the Contractor shall maintain a record
system as required in the Manual. In. addition, the Contractor shall submit
reports to the Corporation of information pertaining to quality, utilization,
Services rendered, and other aspects of Contractor's performance of this
contract as reasonably required by the Manual.

15.02 The information required to be reported to the Corporation in
Section 15.01 shall be delivered by the Contractor to the Corporation on a
monthly basis, no later than sixty (60) days after the end of each calendar
month. The Contractor shall bear the cost of any reasonable expenses that the
Corporation incurs in obtaining the data that the Contractor was obligated to
provide pursuant to this contract, but failed to so provide.

15.03 The Contractor certifies and warrants to the Corporation that
all hardware and/or software used by or relied upon by the Contractor in the
course of providing the services contemplated by this Agreement can now
correctly read, interpret and process all date information, and will not be
adversely affected by the year change from 1999 to 2000. The Contractor agrees
that it will use its best efforts to ensure that all hardware and/or software
used by or relied upon by the Contractor in the course of providing the services
contemplated by this Agreement can successfully interact with computer hardware
and/or software utilized by the Wayne County Patient Care Management System and
other contractors of the Corporation

16. ADMITTING PRIVILEGES

16.01 The Contractor shall provide documentation to the Corporation
to show the hospitals in which its physicians and Subcontractors have admitting
privileges. The Contractor shall provide the Corporation with updates and
changes of said admitting privileges not less frequently than annually, and more
frequently if the Corporation so requests.

17. PROVIDERS

17.01 The Contractor shall, upon reasonable request and notice from
the Corporation, supply the Corporation with a list of the names and addresses
of all its Subcontractors. The Contractor upon the signing of this contract
shall provide the Corporation

with a list of all Subcontractors who it has engaged or will engage to render
Services to Enrollees.

17.02 Any change in the Subcontractors that are hospitals shall be
submitted for Corporation approval or disapproval at least ten (10) business
days before the change, unless emergency circumstances require fewer days'
notice. The Contractor shall not engage any person or entity to be a
Subcontractor whom the Corporation has disapproved. The Corporation shall not
unreasonably withhold its approval.

17.03 The Contractor agrees that all contracts between itself and
its Subcontractors shall contain all applicable provisions and requirements of
this contract, including but not limited to the following:

A. A requirement that the Subcontractor shall accept all Enrollees
assigned by the Contractor;

B. The services to be provided to Enrollees;

C. The beginning date at which the Subcontractor's services will be
available to. Enrollees;

D. A description of the reimbursement arrangement between the
Contractor and the Subcontractor; and

E. A statement that the Subcontractor shall not charge Enrollees for
the Services provided, except for co-payments authorized under
this contract. If necessary, the Contractor shall amend existing
contracts to comply with this Section 17.03.

18. COORDINATION OF BENEFITS

18.01 Whenever an Enrollee is hospitalized, the Contractor shall
assure that an application is filed on behalf of the Enrollee for evaluation of
his or her Medicaid eligibility.

22
Should the Enrollee be determined eligible for Medicaid services for the
hospitalization, the Contractor shall use its best efforts to assure that
payment of the hospital bill will be an obligation of the Medicaid program, and
will not be a Service under this contract.

18.02 The Corporation shall not have any obligation to pay
Contractor under Section 10 for any Enrollee who is eligible for any
third-party-payer coverage, payment or reimbursement for Services (for example,
Medicaid, Medicare, automobile insurance or health insurance or workers'
compensation), beginning at the time the Enrollee is so eligible, regardless of
whether the Enrollee actually obtains the coverage, payment or reimbursement for
which he or she is eligible.

19. INSURANCE

19.01 The Contractor shall maintain at all times, at its expense,
during the term of this contract insurance that shall not be less than:

A. Professional liability, including but not limited to medical
malpractice insurance and Directors and Officers insurance, on an
occurrence or claims made with pre paid tail basis each in the
amounts of not less than of One Million dollars ($1,000,000) per
occurrence and One Million Dollars ($1,000,000) aggregate.

B. Workers' Compensation Insurance which meets requirements of
Michigan law.

C. Public liability and property damage insurance, with bodily
injury insurance of not less than two hundred thousand dollars
($200,000) per person and five hundred thousand dollars
($500,000) per occurrence, and property damage insurance of two
hundred thousand dollars ($200,000) aggregate. Such insurance
policy shall contain an endorsement removing the contractual
exclusion or, in the

alternative, the Contractor shall obtain contractual insurance
covering this contract.

19.02 Such insurance shall be furnished by a responsible insurance
company licensed to do business in the State of Michigan, and shall have a
financial rating no lower than "XI" and a policyholder's service rating no lower
than "A" as listed in A. M. Best's Key Rating Guide.

19.03 Contractor shall assure that the insurance policies required
by this Article shall not be canceled or materially changed without at least
thirty (30) days prior written notice to the Corporation.

19.04 The Contractor shall provide certificates of insurance to the
Corporation within twenty (20) days after the effective date of this contract,
and thereafter within five (5) business days after the Corporation requests
certificates, confirming coverage meeting the requirements of this Section 19.

19.05 The Contractor may satisfy Sections 19.01 through 19.04 by
providing written evidence reasonably satisfactory to the Corporation that the
Contractor is covered by a self-insurance program that includes coverage at
least substantially equivalent to the requirements of Sections 19.01 and 19.02.
Unless and until the Corporation has received such written evidence, Sections
19.01 through 19.04 shall continue unaffected by this Section 19.05. Once the
Corporation has received such evidence, the Contractor shall not cancel or
materially change such self-insurance program without delivering at least thirty
(30) days' prior written notice to the Corporation.

20. INDEMNIFICATION BY CONTRACTOR

20.01 The Contractor shall defend, indemnify and save harmless the
Corporation, its directors, officers, agents, and employees, from and against
any and all demands, claims, lawsuits, losses, threatened suits, actions,
recoveries, judgments, liabilities, and costs arising directly or indirectly
from the Contractor's Performance of, or failure to perform, any of its duties
and obligations under this contract, whether as a result of medical treatment,
disclosure of medical or other Enrollee information, employment of Contractor's
employees, or otherwise, including without limitation all costs (including
actual attorneys' fees and costs of defense) of the Corporation incurred in
defending any claim described in this Section 20.01.

20.02 The Contractor shall indemnify and save harmless the
Corporation from and against any and all loss of revenues under the Managed Care
Agreement due to a default in payment under the Management Care Agreement by any
party to the Managed Care Agreement which is owned by the Contractor, which owns
the Contractor, or which is under the control or owned by the same person which
controls or owns the Contractor.

20.03 The Corporation may set-off any amount otherwise payable to
the Contractor under Section 10 of this contract for the purpose of satisfying
the indemnity of the Contractor to the Corporation under Sections 20.01 and
20.02.

21. PROCEDURES FOR TERMINATION

21.01 Upon any termination of this contract, the Corporation may
withhold any payment(s) to the Contractor for the purpose of set-off until-such
time as the exact amount of any sums due the Corporation and the exact amount
due from the Contractor to any of its providers for Services rendered to
Enrollees are determined. The Contractor shall remain liable for any amounts
owing to the Corporation or any of its providers in excess of any set-off. If
this contract is terminated, the Corporation may, at its option, take over the
Services for Enrollees and

prosecute the same to completion by contract or otherwise, and the Contractor
shall be liable to the Corporation for all costs incurred by the Corporation in
doing so.

21.02 After a notice of termination of this contract is delivered,
except as otherwise directed in writing by the Corporation, the Contractor
shall:

A. Stop work under the contract on the date and to the extent
specified in the notice of termination.
B. Obligate no additional contract funds for payroll costs and
other costs beyond such date as the Corporation shall specify.
C. Subject to the provision of Section 30.01, as of the date the
termination is effective, present all contract records and submit
to the Corporation such records, reports, documents, and
pleadings as the Corporation shall specify, all pertinent keys to
files, and carry out such directives as the Corporation may
reasonably issue concerning the safeguarding or disposition of
files and property.
D. Submit within ninety (90) days a final utilization report of
all authorized services. up to, and including, those provided as
of the date of termination.
E. Assist the Corporation in the orderly termination of this
contract and the transfer of all aspects hereof, tangible or
intangible, as may be necessary for the orderly, non-disrupted
business continuance of each party.

21.03 After termination of the contract, -the Contractor shall
maintain the following services for a period not less than thirteen months, or
longer if so required by law:

A. Member services, including a system under which the Contractor
accepts and responds appropriately to telephone calls from
Enrollees, during all the

Contractor's regular business hours, pertaining to payment,
obtaining Services and direction to another Program provider as
specified by the Corporation.

B. Receipt of claims, claims processing.
C. Payment of claims.
D. Reconciliation of enrollment.
E. Maintenance of appeal process.
F. Development and submission of financial information to the
Corporation as required under this contract.
G. Storage of medical information as required by law.
H. Development and submission of utilization information to
Corporation.
I. Transfer of all data to subsequent Contractor.
J. Cooperation with, and transference of case management to
subsequent contractor.
K. Responsibility for the entire hospital stay for an enrollee
admitted before the termination of the contract.

22. ASSIGNMENT

22.01 Neither party to this contract shall assign or encumber
directly or indirectly any interest whatsoever in this contract, without prior
written approval of the other party.

23. NO CONFLICT OF INTEREST

23.01 The Contractor warrants that it will not and has not employed
any Corporation employee to solicit or secure this contract upon any agreement
or arrangement for payment of a commission, percentage, brokerage, or contingent
fee, either directly or indirectly, and that if this warranty is breached, the
Corporation may, at its option, terminate this contract

without penalty, liability or obligation, and may, at its election, deduct from
any amounts owed to the Contractor, the amounts of any such commission,
percentage, brokerage, or contingent fee.

24. AUDIT

24.01 The Contractor, and Contractor shall assure that its
Subcontractors, shall maintain books, records, computer records, documents and
other evidence directly pertinent to performance of work under this contract in
accordance with generally accepted accounting principles, for a period of at
least three (3) years after the expiration or termination of this contract.

24.02 The Corporation may request and review financial information
of the Contractor and its Subcontractors to assess their continued financial
viability and compliance with contract terms and conditions.

24.03 The Contractor, and Contractor shall assure that its
Subcontractors, shall maintain complete copies or originals of the medical
records of all Enrollees for at least three (3) years after the termination of
this contract.

24.04 The Corporation and any of its duly authorized representatives
shall have access, upon reasonable notice, to such books, medical records,
financial records, documents and other records of the Contractor, and Contractor
shall assure that Corporation has the same from its Subcontractors, for the
purpose of inspection, audit and copying. The Contractor and Subcontractors
shall provide proper facilities for such access and inspection. All records
shall be maintained as required by law, but in no event for a period of less
than three (3) years after this contract's termination and completion. The
Corporation's access to medical records includes the records of individual
Enrollees.

24.05 The Corporation may perform ongoing site visits to assure that
the Contractor and its Subcontractors maintain acceptable quality of facilities
and personnel, financial viability and program viability. The Contractor and its
Subcontractors shall submit to medical audits by the Corporation relating to
their standards of medical practice and the quality of care provided to
Enrollees, to be performed by the Corporation or its agents. The Corporation
shall provide the Contractor with reasonable notice for said audits. The
Corporation reserves the right to accept the findings of other auditing firms.

24.06 The Corporation may review the staffing patterns of the
Contractor and its Subcontractors.

25. SEVERABILITY OF PROVISIONS

25.01 If any part of this contract is deemed invalid, or
unenforceable, the remainder of the contract shall not be invalidated made
unenforceable thereby, provided the invalidity or unenforceability does not
substantially alter this contract.

26. AMENDMENTS AND SUPPLEMENTS

26.01 This contract shall be amended or supplemented only in writing
signed by both parties; any other attempted amendment or supplement, oral or
otherwise, shall have no force or effect.

27. LAW AND JURISDICTION

27.01 This contract, and all actions arising hereunder, shall be
governed by Michigan law.

28. COMPLETE AGREEMENT

28.01 This contract, including its appendices and the Manual,
contain the entire agreement of the parties concerning this subject matter, and
all prior negotiations are merged

herein. Neither the Corporation and its agents, nor the Contractor and its
agents, have made any representations except those expressly set forth herein.

29. WAIVER, REMEDIES

29.01 No waiver of any term of this contract, at any time, shall
constitute a waiver of the same term at a later time. No failure to assert any
remedy upon a breach or default under this contract at any time shall prohibit
any party from asserting all of its rights and remedies in the event of a
subsequent breach or default of the same, similar or different character. Each
of the remedies provided for in this contract shall be cumulative, and none
shall be exclusive of any other remedy provided under this contract or under
applicable law.

30. CONFIDENTIALITY

30.01 Both parties will undertake reasonable precautions to maintain
the confidentiality of all medical records. The parties will not disclose the
contents of such records to any person or entity except as required by law or
under this contract. The Corporation and its representatives shall be entitled
to review all Enrollees' medical records relating to Services under this
contract to the extent permitted by law.

30.02 The parties agree to implement measures to ensure that all
their agents, employees and Subcontractors adhere to all confidentiality
requirements, including the requirements of this contract.

31. RELEASE OF INFORMATION

31.01 The Contractor shall make a good faith effort to obtain a
signed release from its Enrollees which explicitly authorizes the Contractor to
provide such Enrollee's medical records to the Corporation or authorized agents
of the Corporation; provided, however, that the Contractor shall only be
obligated to make such an effort with respect to Enrollees who present

30
themselves for non-emergency treatment at facilities which me directly operated
by the Contractor, subsidiaries or affiliates of the Contractor, or
Subcontractors.

32. CONFIDENTIAL INFORMATION

32.01 The Contractor shall take appropriate action with respect to
its employees and Subcontractors to assure that their obligations regarding
confidential information concerning this contract shall be fully satisfied.

33. OTHER CONTRACTORS

33.01 This is not an exclusive contract. The Corporation may
contract with other healthcare providers or administrators for the same or
similar services.

34. NOTICE OF MATERIAL CHANGES

34.01 The Contractor shall immediately inform. the Corporation of
material change in its operation, corporate structure, ownership or financial
condition. Material changes include, but are not limited to a material:

A. Reduction in staffing
B. Decrease in, or cancellation of, insurance coverage.
C. Delinquent payment, or nonpayment, of tax obligation.
D. Delinquent payment, or nonpayment, of payroll obligation.
E. Delinquent funding, or nonfunding, of pension or profit sharing
plans.
F. Delinquent payment or nonpayment, of subcontractors or providers.
G. Termination of, or changes in, subcontracts.
H. Changes in Contractor's corporate structure including changes in
the officers, directors and, if applicable, members.
I. Disciplinary action against any employee or provider by an
accreditation or licensing body.

opportunities or relating to discrimination in Program eligibility, enrollment
or provision of services, including applicable laws pertaining to discrimination
because of religion, race, color, national origin, age, sex, sexual preference,
height weight, marital status or handicap, and shall require its subcontracting
health providers to provide Program services in compliance with such law. This
Section 37.01 shall not be interpreted to entitle any person to Program
eligibility, enrollment, or services who does not satisfy the Program's
eligibility and enrollment criteria.

38. MISCELLANEOUS

38.01 The headings of the Sections in this contract are for
convenience only and shall I not be deemed a part of this contract.

38.02 Unless the context clearly requires otherwise, singular shall
include the plural; the plural, the singular; and the use of any gender shall be
applicable to all genders.

39. DUE AUTHORIZATION AND CAPABILITY

39.01 Each party represents and warrants to the other that, to the
beat of its knowledge, all corporate actions and all governmental approvals
necessary to the authorization, execution, delivery and performance of this
contract have been taken, and that it is ready and capable to perform its
obligations. Each party further warrants that the person signing this contract
is authorized to do so on behalf of the party with the effect of binding the
party to this Contract.

40. NO THIRD PARTY BENEFICIARIES

40.01 This contract shall not create, or be construed to create,
rights in any person or entity not a signer of this contract, as a third party
beneficiary or otherwise.

41. SIGNATURE

41.01 The Contractor and the Corporation, -through their duly
authorized representatives, have executed and delivered this contract on the
date first written above.

UNITED AMERICAN HEALTHCARE
CORPORATION
Its: President

URBAN HOSPITAL CARE PLUS
Its: President

APPENDIX A

COVERED SERVICES

The Contractor is responsible for providing all of the services listed
below when medically necessary. In addition to any limitations specified here, a
more detailed specification of the conditions and limitations on coverage is
provided in this appendix. These services must be provided without any charge to
the patient except for the specific co-payments identified herein.

A. Inpatient and outpatient hospital except for substance abuse, and
psychiatric services
B. Outpatient hospital
C. Physician
D. Routine physical examinations and/or health screening as
determined to be appropriate by the Contractor
E. Immunizations
F. Family Planning
G. Oral surgery required as result of trauma
H. Laboratory
I. Radiology Services (diagnostic and therapeutic)
J. Prescription drugs (that are dispensed according to the
Contractor's formulary)
K. Ambulance
L. Home health
M. Vision (subject to limitation)
N. Hearing

A-1

DEFINITION OF COVERED SERVICES

AMBULANCE: Only emergency transportation is included as a benefit. Emergency
transportation from any site to an emergency center or hospital is the only
covered benefit when authorized and facilitated by the Contractor.

FAMILY PLANNING SERVICES
(OUTPATIENT ONLY)

COVERED SERVICES CONDITIONS/COMMENTS EXCLUSIONS

Services provided by a physician, Family planning services include Any family planning
pharmacy, outpatient hospital, medical diagnostic and medical procedures relating procedure or service
laboratory or an anesthesiologist, to the choice and use of contraceptive clinic, provided on an
technical surgical assistance, or family methods. impatient basis or in a
planning clinic including: long-term care setting.

Sterilization procedures are limited to
*Examination persons aged 21 or older.
*Sterilization procedures
*Infertility screening and Performance of sterilization procedures
diagnosis requires written consent from the recipient
*Counseling at least 30 days, but no more than 180
*Prescription and non- days, prior to the sterilization procedure.
prescription birth control
drugs, devices, or
supplies. Laboratory
procedures including PAP
smears.

HEARING:
COVERED SERVICES CONDITIONS/COMMENTS EXCLUSIONS

All diagnostic services. When provided by a physician or audiologist. Speech Therapy.
(Audiologist will not be directly paid for their
services. They must be employed by a physician or
an approved hearing and speech center.

All treatment services related to diseases When provided by a physician. Obtain prior
of the ear, including emergency treatment. approval from the Provider for all hearing
services including the hearing aid itself.

Hearing aids (new or repair of existing NOTE: Hearing aids for recipients of all
aids.) ages require a co-payment of $3.00 when a
hearing aid is received.

A-2

35
PHYSICAL THERAPY AND OTHER THERAPIES:

COVERED SERVICES CONDITIONS/COMMENTS EXCLUSIONS

Physician therapy (physiotherapy). Only when performed by or under the Occupational therapy
direction of a licensed physical therapist or type.
physiotherapist, on the prescription of a
physician. Retroactive therapy
Routine maintenance therapy to maintain and specialized
function and not involving the use of maintenance therapy.
complex physical therapy procedures requiring
the judgment and skill of a qualified Inpatient rehabilitation
physical therapist. admissions are not
covered. Physical
therapy except when
provided by a Home
Health Agency.

PHARMACY SERVICES:

COVERED SERVICES CONDITIONS/COMMENTS EXCLUSIONS

Selected drugs, including family planning When ordered by a physician. Standard "medicine
drugs, devices or supplies that require a cabinet" items including
prescription under state and/or federal law. NOTE: Certain drugs for recipients of all first aid supplies and
ages require a co-payment of $0.50 for any items not listed as
Over-the-counter family planning drugs, each prescription dispensed whether it is a covered benefits (for
devices or supplies, when ordered by a new prescription or a refill. Co-payment example, mouth wash,
prescription. is not required for pregnancy-related cough drops, toothpaste,
drugs. body lotions, personal
Insulin. hygiene items, medicated
Drugs included on the Medicaid rubs, bandages, sanitary
Aspirin and Acetominophen, when formulary. napkins, elastic supports,
ordered by a prescription. etc.)

Selected antacids, laxatives, iron Drugs not specifically
supplements, and over-the-counter listed here as excluded
drugs when ordered by a prescription. may be excluded in the
Manual. The Manual shall
Selected over-the-counter drugs for end- exclude all of the
stage-renal disease when ordered by following:
prescription.
Quaalude, Valium, PBZ,
Dociden, Placidyl, Soma,
and
Anorectic (appetite
suppressant) drugs.

A-3
36

PHARMACY (CONT.):

COVERED SERVICES CONDITIONS/COMMENTS EXCLUSIONS

Any covered item for
which no prescription
is on record.

Drugs which have been
determined to be
ineffective by the Food
and Drug
Administration.

Prescription or
over-the-counter drugs
not specified as a
benefit in the Pharmacy
Provider Manual.

HOME HEALTH SERVICES:

COVERED SERVICES CONDITIONS/COMMENTS EXCLUSIONS

Nurse visits, including the administration of Only when a physician has certified the Care that is basically
medications which cannot be self- medical necessity of these services, and personal care of
administered; administration of oxygen; when the services are performed in the assistance and therefore
the changing of indwelling catheters; recipient's home under the supervision of does not require nursing
application of dressings involving a registered nurse. services.
prescribed medications and aseptic
techniques; and training patient and/or Only the services of personnel Durable Medical
family to do these things. administering the oxygen are covered. A Equipment, Speech
Home Health Agency may not be Therapy, Occupational
Home Health Aide visit reimbursed for oxygen gas. Therapy

All home health services must be prior Home Health Aide visits
approved by the Contractor. rendered at a home for
the Aged or Adult Foster
Home.

Medical social services.

Physical Therapy visit

A-4

37
OUTPATIENT HOSPITAL AND CLINIC SERVICES:

COVERED SERVICES CONDITIONS/COMMENTS EXCLUSIONS

Pharmaceutical care services. Services must be provided by the Non-emergency services
outpatient department, of a hospital or provided in a hospital
Diabetes Patient Education Program. clinic. emergency room are not
covered.
Payment for these services will be made to the
hospital or clinic, not to individual Occupational Family
staff members or individual staff Therapy
physicians.
Speech Therapy
Diabetes Patient Education program providers are
outpatient hospitals, local health departments
meeting Michigan Department of Community Health's
(MDCH) standards, and clinics funded under Section
329 or 330 of the public Health Services Act or by
MDCH. Participation is limited to one education
program every 6 months.

OPTICIAN SERVICES:

COVERED SERVICES CONDITIONS/COMMENTS EXCLUSIONS

Diagnostic treatment services related to When performed by a physician, or
illness or injury.

When prescribed by a physician, if the use
Visits by a physician in the recipient's of equipment in a clinic or hospital
home. outpatient department is required.

NOTE: Family Planning services policy is Only when, in the physician's judgment,
covered under a separate section. the condition cannot reasonably be treated
in the physician's office.
All diagnostic and treatment services,
including emergency care. The recipient may be eligible for
Medicaid.

Eye examination (refraction) for Benefits: Vision testing The following are not
prescription for eyeglasses. examination when performed by a physician or benefits:
optometrist who determines the need for
Eyeglasses new, repair or replacement. correction of visual acuity and prescribes *Sunglasses
corrective lens. *Contact Lenses

A-5

PHYSICIAN SERVICES (CONT.):

COVERED SERVICES COMMENTS/CONDITIONS EXCLUSIONS

The following Visual Benefits when *Specialized
prescribed by a Participating Plan Physician or visitor
Optometrist if needed are: services

*Prescribed lenses must be intended *Low vision aids
for use in the correction or improvement *Other vision
of vision. care materials
and services

*Eyeglass frame must be adequate to hold the prescribed
covered lenses in the proper position on the head in
front of the eyes.

CoPayment Requirements: Vision services for Plus Care
clients require a $2.00 co-payment for each visit. No
copayment is required for medical examinations for eye
diseases or injury.

A-6

APPENDIX B

The Contractor shall, on or before submission of its invoice pursuant to Section
10.01 of the Provider Contract for April, 1999, enter into a trust agreement
substantially in the form attached hereto.

B-1