AMERICAN SPECIALTY HEALTH PLANS GROUP SUBSCRIBER AGMT 1998

3.02 Notices to Members. In the event of the termination of this Agreement pursuant to Section 9.02 herein, Group shall promptly notify all Members enrolled through Group of the termination of their Membership in this Health Plan. Group shall provide such notice by delivering to each Subscriber a true, legible copy of the Notice of Termination sent from ASHP to Group at the Subscriber's last known address. Group shall promptly provide ASHP with a copy of the Notice of Termination delivered to each Subscriber, along with evidence of the date the notice was provided. In the event of an increase in Copayments or premiums or a reduction in the benefits provided under this Agreement for any reason, Group shall provide notice to its Members of such benefit reduction or premium or Copayment increase within thirty (30) days of Group's receipt of such notice from ASHP. ASHP shall have no responsibility to Members in the event Group fails to provide notices required by this Section 3.03. 3.03 Rates. ASHP shall provide benefits described in this Health Plan for each validly enrolled Member for which Health Plan Premiums are received by ASHP. The rates for Membership in this Health Plan are set forth in the Health Plan Premiums section of the Cover Sheet. The applicability of any employee contribution toward Health Plan Premiums for Membership in this Health Plan shall be determined by Group. 3.04 Due Date. Health Plan Premiums are due on a monthly basis and shall be paid directly by Group to ASHP on or before the first day of the month of coverage for which Chiropractic Services are provided. 3.05 Modification of Rates and Benefits. The Health Plan Premium rates set forth on the Cover Sheet and the ASHP Enrollment Kit and the benefits set forth in Attachment A and in the ACN Enrollment Kit may be modified by ASHP in its sole discretion upon thirty (30) days written notice mailed postage prepaid to Group. Any such modification shall take effect on the next anniversary of the effective date listed on the Cover Sheet. Notwithstanding the above, if the State of California or any other taxing authority imposes upon ASHP a tax or license fee which is levied upon or measured by the monthly amount of Health Plan Premiums or by ASHP's gross receipts or any portions of either, then upon thirty (30) days written notice to Group, Group shall remit to ASHP with the appropriate payment, a pro rata amount sufficient to cover all such taxes and license fees rounded to the nearest cent. In addition, the terms and benefits set forth in this Health Plan may be amended or modified without the consent of Member if such amendments or modifications are required by law. Written notice of such amendments or modifications must be given to Member at least thirty (30) days prior to the effective date of the amendment or modification. 3.06 Payments Made in Error. Should ASHP pay any fees for services which were not authorized by ASHP as required by this Agreement or which were not provided as the result of Emergency Services, Member shall reimburse ASHP for such payment. Failure to reimburse ASHP or reach reasonable accommodations with ASHP concerning repayment within thirty (30) days after ASHP's request for reimbursement shall be grounds for termination of Member's Membership pursuant to the Subparagraph 10.01.01 of this Agreement. The exercise of ASHP's right to terminate this Agreement shall not affect ASHP's right to reimbursement from Member. 3.07 Effect of Payment. Except as otherwise provided in this Agreement, only Members for whom Health Plan Premiums are received by ASHP are entitled to Chiropractic Services as described in this Agreement, and then only for the period for which such payment is received. Subscribers will be billed for coverage for the first month of coverage for newborn or adopted children eligible as provided in Paragraph 2.03. 3.08 Notice of Provider Termination. ASHP shall provide written notice to Group within thirty (30) days in the event that a Participating Chiropractor terminates or materially breaches an Agreement with ASHP or becomes unable to perform under such Agreement, if, in the reasonable estimation of ASHP, Group may be materially or adversely affected thereby. In the event any of ASHP's Agreements with its Participating Chiropractors is terminated, ASHP shall continue to be liable for payment for Covered