CAREPLUS HEALTH PLANS, INC.

NETWORK AGREEMENT

This Network Agreement (?Agreement?) is made and entered into on this 1st day of March, 2007 by and between CarePlus Health Plans, Inc., a Florida corporation (?Plan?) and Renaissance Health System of Florida, Inc., a Florida corporation (?Network?). The term ?Network? shall be inclusive of Renaissance Health System of Florida, Inc. and any of its physicians, employees, subcontractors and/or other affiliated health care practitioners.

WHEREAS, Plan is licensed in the State of Florida to operate a health maintenance organization health plan under which subscribers, under an agreement with Plan, may be provided with medical services and hospital care; and

WHEREAS, Network is an entity that develops and manages a primary care network for Plan; and

WHEREAS, Plan wishes to engage Network to provide and arrange for the provision of Covered Services to Plan Members, and Network agrees to provide and to arrange for the provision of such Covered Services under the terms and conditions set forth in this Agreement; and

WHEREAS, Network and Plan believe that this Agreement will be mutually beneficial, and, as such, both parties agree to be bound by all terms and conditions contained herein. In consideration of the above and other good and valuable consideration, receipt of which is hereby acknowledged, it is mutually agreed as follows:

I.

Definitions

For the purposes of this Agreement, the following words and phrases shall have the meaning specified.

1.1

?Admitting Physician? is a Participating Physician who admits Subscribers to a Participating Hospital or to another hospital with the approval of Plan.

1.2

?Agreement? means this Network Agreement between Plan and Network.

1.3

?AHCA? means Florida Agency for Health Care Administration.

1.4

?Authorization? or ?Authorized? means a Quality Management and Utilization Management Program determination made by or on behalf of Plan, that specific non-Emergency Services and supplies to be provided, or arranged, or Emergency Services which were provided, including without limitation, the extent and duration of such Covered Services, are or were Medically Necessary and meet standards and criteria established by Plan for such Covered Services.

1.5

?Copayment? means the amount required to be paid by Subscriber to Network Providers as additional payments for Covered Services. Copayments will vary in amount for Subscribers, depending on benefit structure.

1.6

?Covered Services? means all medical services and other benefits required to be provided to Subscribers by Plan under Plan?s agreement(s) with Medicare and under the terms of Plan?s agreements with Subscribers, including, without limitation, Primary Care, specialist medical services, hospital services, ancillary and diagnostic services, Emergency Medical Services. Covered Services are subject to change at any time as required by applicable law or under Plan?s Medicare agreement(s).

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1.7

?Credential? or ?Credentialing? means the process for verifying that physicians providing services under this Agreement are adequately trained, licensed, of good professional reputation and capable of working with others in the provision of Covered Services to Members. The term shall be construed to include the recredentialing process.

1.8

?DHHS? means United States Department of Health and Human Services.

1.9

?OIR? means Office of Insurance Regulation.

1.10

?Effective Date? shall mean the effective date of this Agreement which shall be the date written on the first page of this Agreement.

1.11

?Emergency Medical Condition? means (a) a medical condition manifesting itself by acute symptoms of sufficient severity (including severe pain) such that a prudent layperson, pursuant to Section 4704 of the 1997 Balanced Budget Act, with an average knowledge of health and medicine, could reasonably expect the absence of immediate medical attention to result in serious jeopardy to the health of the individual, including a pregnant woman or a fetus, serious impairment of bodily functions or serious dysfunction of any bodily organ or part; or if the patient is pregnant, and there is inadequate time to effect safe transfer to another hospital prior to delivery, a transfer may pose a threat to the health and safety of the patient or fetus or there is evidence of the onset and persistence of uterine contractions or rupture of the membranes.

1.12

?Emergency Services? means 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.

1.13

?Group Service Contract? means an agreement between Plan and an employer, including, but not limited to, an administrative services only type agreement, under which Subscribers are entitled to become members of the Plan in accordance with the terms of such agreement.

1.14

?CMS? means Centers for Medicare and Medicaid Services.

1.15

?Individual Subscription Agreement? means an agreement between Plan and an individual subscriber by which such individual is entitled to become Subscribers of the Plan in accordance with the terms of such agreement. Individual Subscription Agreements shall include agreements between Plan and a Subscriber entitled to benefits under the Title XVIII of the Social Security Act, as amended.

1.16

?Medical Director? means a physician designated by Plan to monitor and review Covered Services to Subscribers provided or requested by a health care provider.

1.17

?Medical Staff? means a hospital?s or ambulatory surgery center?s medical staff as the term is defined in the bylaws of the hospital?s or ambulatory surgery center?s medical staff, and as such bylaws may be amended from time to time.

1.18

?Medically Necessary? shall be defined by Plan in the exercise of its sole discretion and shall include due consideration of whether services are (i) consistent with the symptoms or diagnosis and treatment of Subscriber?s condition, disease, ailment or injury; (ii) appropriate with regard to standards of good medical practice within the surrounding community; (iii) not solely for the convenience of the Subscriber, a Participating Provider, or other health care provider, and (iv) the most appropriate supply or level of service which can be safely provided to the Subscriber. The terms "Medically Necessary? or ?Medical Necessity" as such are used to refer to 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

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economically on an outpatient basis or in an inpatient facility of a different type. The fact that a Participating 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

1.19

?Member? means an eligible Subscriber who (i) is been enrolled in one of Plan?s Medicare health plans and (ii) has been assigned by Plan to Network or a Network Provider or have selected a Network Provider. A Member shall not include a Subscriber that Plan chooses not to assign to Network.

1.20

?Network Provider? means a physician who or which (i) has entered into an agreement with Network to provide health care services to Members, (ii) has executed a Participating Provider Agreement; and (iii) has successfully completed Plan?s Credentialing process.

1.21

 ?Participating Provider Agreement? means the contract between Plan, Network and Network Providers that is designed to indicate compensation arrangements between Plan, Network and Network Providers as well as to cover for all regulatory guidelines. The Participating Provider Agreement, at the option of the Plan, may become directly effective between Plan and Network Provider in the event this Agreement is terminated.

1.22

?Participating Provider? means a primary care physician, specialty physician hospital, ambulatory surgical center, home health care agency, pharmacy, multi-specialty group practice, or any other health care provider which or who has entered into an agreement with, or is otherwise engaged by, Plan to provide Covered Services to Subscribers. Any such Participating Provider may be designated as a Participating Hospital, Participating Physician, Participating Pharmacy, etc. Network and all Network Providers shall be Participating Providers.

1.23

?Plan Provider Manual? means the CarePlus Health Plans, Inc. Provider Manual, as amended and revised from time to time by Plan in its discretion.

1.24

?Primary Care Physician? means a Participating Physician who supervises, coordinates and provides Primary Care Services to Subscribers, including the initiation of their referral to Specialty Physicians and other Participating Providers for non-Primary Care Services, and who meets all the other requirements for Primary Care Physicians contained in the Plan Provider Manual and in this Agreement.

1.25

?Primary Care Services? means those Covered Services customarily provided by a primary care physician in his or her office as well as services customarily provided by an attending primary care physician to institutionalized patients, and includes, by way of example and not limitation, the Primary Care Services set forth in Attachment A.

1.26

?Quality Assurance Program? means the program of quality assurance established by Plan to assure the proper level and quality of care is provided including, but not limited to, Plan?s policies and procedures.

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1.27

?Peer Review/Quality Improvement/Quality Management? means a program for reviewing and making determinations regarding the performance of Covered Services rendered to Subscriber, to include the review of the timeliness, quality and appropriateness of medical care by the Quality Management and Utilization Management Committee (QM and/or UM Committee) and independent peer review and quality review and improvement organizations.

1.28

?Quality Management and Utilization Management Program (QM/UM)? means the program of utilization management and Quality Management established by Plan to assure the proper level and quality of care is provided including, but not limited to, Plan?s policies and procedures. The QA and UM Program outlined in the Plan?s policies and procedures may be changed by Plan upon written notice to Participating Providers.

1.29

?Specialty Physician? means a Participating Physician who is appropriately qualified in a certain medical specialty as determined by Plan who provides Covered Services to Subscribers within the range of such specialty, who elects to be designated as a Specialty Physician by Plan and who meets all other requirements for Specialty Physicians contained in Plan?s rules and regulations, including the Plan Provider Manual, and in the Agreement between Plan and the Specialty Physician.

1.32

?Specialty Services? means those services of a Specialty Physician applicable to the specialty of the Specialty Physician, that are: (i) provided upon the referral of a Primary Care Physician pursuant to Plan?s rules and regulations, including the Plan Provider Manual, and (ii) Covered Services.

1.30

 ?Subscriber? means a person who meets the eligibility requirements of Plan, enrolls pursuant to the terms thereof, and for whom premiums are received by or on behalf of the Plan.

1.31

?Urgent Care? means care provided for those problems which, though not lifethreatening, could result in serious injury or disability unless medical attention is received or do substantially restrict a  ubscriber's activity (e.g., infectious illnesses, flu, respiratory ailments, etc.).

1.32

 ?Urgently Needed Services? means services for an accident or illness of a less serious nature than an Emergency, which services (a) are required in order to prevent serious deterioration in the Subscriber?s health, and (b) cannot be delayed until the Subscriber returns to the geographic area customarily serviced by a Network Provider?s office.

1.33

 ?Utilization Management / Utilization Management Program? means the evaluation and determination of the appropriateness of patient use of medical care resources, and provision of any needed assistance to clinician and/or Subscriber, to ensure appropriate use of resources. Utilization Management includes prior authorization, concurrent review, retrospective review, discharge planning, case management, and disease management protocols.

II.

Duties and Responsibilities of Plan

2.1

Compensation

Plan shall compensate Network at the rates and in the manner set forth in Attachment B.

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2.2

Member Eligibility

Plan will provide each Subscriber with an identification card which shall be presented for purposes of assisting Network Provider in verifying Member eligibility. In addition, by the first day of each month, Plan will provide Network a list of all Members (?Membership List?) listing all Members eligible to receive Covered Services during that month, which Membership List shall be effective for the month. In addition, a mid-month list will be provided by Plan. Plan will not be responsible for medical services provided to non-eligible individuals.

2.3

Peer Review/Quality Improvement/Quality Management Programs

Plan shall maintain an active, integrated and organized process of peer review as part of its peer-based quality management and improvement programs.

2.4

Monitoring of Performance

Plan shall coordinate and participate in the monitoring of performance and outcome measures of services rendered to Members by Provider

2.5

Marketing

No guarantees are afforded by Plan as to the number of Members who will select Network or Network Providers. However, Plan will use commercially reasonable efforts to assign Members to Network as reasonably determined by Plan.

2.6

Advertising Plan

Plan may include the name, address, telephone number and types of practice of Network Providers in a roster of Participating Providers. The parties understand that this roster may be inspected by and is intended for the use of current and prospective Members, Subscribers, Participating Providers, and other providers. Neither Network nor Network Providers shall engage in any marketing activities with respect to Plan and shall not use the trademarks and trade names employed by Plan without the prior written approval of Plan.

2.5

Administrative Duties

Plan, through its Medical Director and such other individuals as Plan designates, shall establish procedures relating to the following:

(a)

A system for prior authorization of all referrals to Specialty Physicians;

(b)

Written notification of denied claim forms or Covered Services;

(c)

A system of pre-admission certification for all elective hospital admissions;

(d)

A Member encounter reporting process to be implemented in accordance with Plan?s policies and procedures;

All procedures relating to the foregoing shall be contained in the Plan Provider Manual. The parties to this agreement agree and acknowledge that although Plan will establish procedures regarding the foregoing, Network shall provide all services and functions with respect to some of the foregoing items, such as authorizing written referrals and providing pre-admission certifications.

2.6

Administration of Plan

Plan shall retain appropriate Network management personnel to support Network in its contracting and servicing of Network Providers, referrals, facilities, and ancillary providers. Plan shall provide the appropriate personnel, facilities and equipment necessary for the administration of Plan. Plan has the sole responsibility and final decision making authority for: (i) payment of claims for health services rendered to Subscribers; (ii) credentialing of all Participating Providers, including Network Providers; (ii) eligibility for enrollment in Plan; (iii) termination of a Subscriber?s coverage under the Plan; (iv) all benefit determinations; and (v) Network Provider and Member grievance systems established by Plan. Plan agrees to recognize and abide by all state and federal laws, regulations and guidelines including those applicable to Plan?s Medicare health plans.

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III.

Duties and Responsibilities of Network

3.1

Provision of Covered Services and Certain Administrative Services

Pursuant to this Agreement, the parties agree and covenant that Network will assume all responsibility for the provision of Covered Services to Members enrolled in Medicare plans of Plan, and other Members as are reasonably assigned by Plan. Network assumes risk for the provision of Covered Services to Member whether or not those Covered Services are provided by Network Providers. In fact, certain Participating Providers, including hospitals and ancillary service providers, will provide Covered Services to Members for which Network will have financial responsibility hereunder. Covered Services shall be provided in accordance with the Utilization Management Program (as set forth in Section 3.5 hereof).

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