AGREEMENT

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                                                                 Exhibit 10.49.1

(STATE OF NEW YORK DEPARTMENT OF HEALTH LOGO)

CORNING TOWER THE GOVERNOR NELSON A. ROCKEFELLER EMPIRE STATE PLAZA ALBANY, NEW

YORK 12237

ANTONIA C. NOVELLO, M.D., M.P.H., DR.P.H.          DENNIS P. WHALEN

COMMISSIONER                                       EXECUTIVE DEPUTY COMMISSIONER

     DATE:            Aug. 30, 2005

     CONTRACT #:      C015473

     CONTRACTOR:      CAREPLUS HEALTH PLAN

     CONTRACT PERIOD: Jan. 01, 2005 - Dec. 31, 2005

          Attached is your copy of the approved contract. The Contract number

     must appear on all vouchers and correspondence.

          Reports of the Expenditures and Budget Statements should be submitted

     as outlined in the Contract.

          In accordance with the contract, properly completed vouchers and/or

     programmatic questions should be addressed to the State's designated

     payment office as stated in the Contract.

          Failure of the contracting Agency to comply with payment provisions as

     set forth in the approved Contract may result in non-payment.

          An additional supply of vouchers to be used in submitting claims may

     be obtained by written request from the Office of the State Comptroller,

     Supply Room, 110 State Street, 2nd Floor, Albany, New York 12236.

     New York State Department of Health

     Contract Unit

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                                     Page 2

Please note the following new information regarding payments:

          OSC now offers Electronic Payments. Payments formerly made by check

          can be made by electronic funds transfer through the Automated

          Clearinghouse (ACH) network, and with OSC optional e-mail notification

          service, you will receive advance notice of your electronic payments.

          Additional information is available on-line at

          HTTP://WWW.OSC.STATE.NY.US/EPAY/HOW.HTM or by calling 518-474-4032.

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                                   APPENDIX X

AGENCY CODE: 12000                       CONTRACT NO.: C-015473

PERIOD: JULY 1, 1998 -                   FUNDING AMOUNT FOR PERIOD: $214,906,633

        DECEMBER 31, 2005

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through the

Department of Health, having its principal office at Corning Tower, Empir