INDEX NO: T2010
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                      REQUEST FOR PROPOSAL
                              FOR
          THE ADMINISTRATION OF SECTION 125 DEPENDENT
           CARE AND HEALTH FLEXIBLE SPENDING ACCOUNTS




 Table of Contents:

 1.0  INFORMATION FOR BIDDERS
 1.1  Purpose and Intent
 1.2  Background
 1.3  Key Events
 1.4  Additional Information
 2.0  DEFINITIONS
 2.1  Definitions
 3.0  SCOPE OF WORK
 4.0  PROPOSAL PREPARATION AND SUBMISSION
 4.1  General
 4.2  Proposal Delivery and Identification
 4.3  Number of Bid Proposal Copies
      Proposal Content
 5.0  CONTRACTUAL TERMS AND CONDITIONS
 5.1  Precedence of Contractual Terms and Conditions
 5.2  Performance Bond
 5.3  Foreign (Out of State) Corporation
 5.4  Contract Term and Extension Option
 5.5  Contract Transition
 5.6  Availability of Funds
 5.7  Contract Amendment
 5.8  Contractor Responsibilities
 5.9  Substitution of Staff
 5.10  Substitution or Addition of Subcontractor(s)
 5.11  Ownership of Material
 5.12  Data Confidentiality
 5.13  News Releases
 5.14  Advertising
 5.15  Licenses and Permits
 5.16  Claims and Remedies
 5.17  Late Delivery and Liquidated Damages
 5.18  Retainage
 5.19  State's Option to Reduce Scope of Work
 5.20  Suspension of Work
 5.21  Change in Law
 5.22  Additional Work and/or Special Projects
 5.23  Form of Compensation and Payment
 5.24  Year 2000 Compliance
 6.0  PROPOSAL EVALUATION/CONTRACT AWARD
 6.1  Proposal Evaluation Committee
 6.2  Oral Presentation and/or Clarification of Proposal
 6.3  Evaluation Criteria
 6.4  Contract Award
 7.0  BIDDER DATA SHEETS, BIDDER'S CAPABILITIES, ORGANIZATIONAL
 SUPPORT AND EXPERIENCE/TECHNICAL PROPOSAL
 8.0  PRICE SHEET(S) AND SUPPORTING DETAIL
 9.0  EXHIBITS/ATTACHMENTS




 1.0  INFORMATION FOR BIDDERS

 1.1  Purpose and Intent

 This Request For Proposal (RFP) is issued by the Purchase Bureau,
 Division of Purchase and Property, Department of the Treasury, on
 behalf of the State of New Jersey.  The purpose of this RFP is to
 solicit proposals from qualified bidders to administer two flexible
 spending accounts under the State's Section 125 tax savings program
 for the Department of the Treasury, Division of Pensions and Benefits.

 The intent of this RFP is to award a contract to that responsible
 bidder whose bid, conforming to this invitation for bids, is most
 advantageous to the State, price and other factors considered.

 1.2  Background

 The Section 125 Tax Savings Program was established in 1996 pursuant
 to N.J.S.A. 52:14-15.1a.  This program consists of three separate
 component plans, an unreimbursed medical spending account, a dependent
 care spending account, and a premium conversion plan.  Under the
 unreimbursed medical spending account, eligible employees can set
 aside up to $2,000 per year on a pre-tax basis for out-of-pocket
 expenses not covered by insurance. Employees can set aside up to
 $5,000 per year under the dependent care spending account.  The
 premium conversion plan reclassifies health and dental premiums
 deducted from employees' wages as Section 125 salary reductions.  This
 is a multiple-employer program. These tax savings plans are available
 to employees of the various State Departments, employees of the State
 colleges and universities, and employees of Palisades Interstate Park
 Commission and the New Jersey Commerce and Economic Growth Commission
 who are eligible for coverage under the State Heath Benefits Program.

 Approximately 103,341 employees are currently eligible to participate
 in a flexible spending account.  Of those eligible employees, 3,304
 participate in a flexible spending account, 2,714 employees
 participate in an Unreimbursed Medical Spending Account, and 1,193
 employees participate in a Dependent Care Spending Account.

 Between plan year 1999 and plan year 2000, there was a 6% increase in
 participation.  Between plan year 2000 and plan year 2001, there was
 an 8% increase in participation.

 Fiduciary Responsibility - The State will delegate to the contractor
 its discretionary authority to interpret the plan and make benefit
 determinations.  However, final authority for all decisions shall
 remain with the Division of Pensions and Benefits.  The bidder
 acknowledges (1) that it is acting as an independent contractor and
 not as an agent or employee of the State, and (2) that it will observe
 the standard of care and diligence associated with the duties of a
 fiduciary.

 1.2.1  Participating Employers:

 State of New Jersey (Centralized Payroll)
 The College of New Jersey
 New Jersey City University
 Kean University
 Montclair State University
 New Jersey Institute of Technology
 New Jersey Commerce & Economic Growth Commission
 Palisade Interstate Park Commission
 Rowan University
 Ramapo College of New Jersey
 Rutgers University
 Richard Stockton College of New Jersey
 Thomas Edison State College
 University of Medicine and Dentistry of New Jersey
 William Paterson University

 1.3  Key Events

 1.3.1  Questions and Inquiries

 It is the policy of the Purchase Bureau to accept questions and
 inquiries from all potential bidders receiving this RFP.

 Written questions should be mailed or faxed to the Purchase Bureau to
 the attention of the assigned Purchase Bureau buyer at the following
 address:

 Purchase Bureau
 Division of Purchase and Property
 State of New Jersey
 PO BOX 230
 Trenton, New Jersey  08625-0230
 Attention: Christine Weiland

 Fax Number:  609-292-5170

 and, also

 Fax a copy to:

 Division of Pensions and Benefits
 Department of the Treasury
 PO Box 295
 Trenton, New Jersey 08625-0295
 Attention:  Timothy McMullen, Project Manager

 Fax Number: 609-393-5037

 1.3.1.1  Cut-Off Date for Questions and Inquiries

 A Mandatory Pre-Bid Conference has been scheduled for this
 procurement, therefore, the cut-off date for submission of questions
 will be the date of the Mandatory Pre-Bid Conference.  While all
 questions will be entertained at the Mandatory Pre-Bid Conference, it
 is strongly urged that questions be submitted in writing prior to the
 Mandatory Pre-Bid Conference.  Written questions must be delivered to
 the Purchase Bureau buyer.  It is requested that bidders having long,
 complex or multiple part questions submit them in writing as far in
 advance of the Mandatory Pre-Bid Conference as possible.  This request
 is made so that answers can be prepared by the State by the time of
 the Mandatory Pre-Bid Conference.

 1.3.1.2  Question Protocol

 Questions should be submitted in writing to the attention of the
 assigned Purchase Bureau buyer.  Written questions should be directly
 tied to the RFP by the writer.  Questions should be asked in
 consecutive order, from beginning to end, following the organization
 of the RFP.  Each question should begin by referencing the RFP page
 number and section number to which it relates.

 Short procedural inquiries may be accepted by telephone by the
 Purchase Bureau buyer, however, oral explanations or instructions
 given over the telephone shall not be binding upon the State.  Bidders
 shall not contact the Using Agency directly, in person, or by
 telephone, concerning this RFP.

 1.3.2  Not Applicable to this Procurement

 1.3.3  Mandatory Pre-Bid Conference

 A Mandatory Pre-Bid Conference has been scheduled for this
 procurement.  The date, time and location are provided as follows:

 Date:
 Time:

 Location:  NJ Purchase Bureau
            33 West State Street
            9th Floor Bid Room
            Trenton, NJ 08625-0230

 CAUTION:  Bids will be automatically rejected from any bidder that was
 not represented or failing to properly register at the Mandatory Pre-
 Bid Conference.

 The purpose of the Mandatory Pre-Bid Conference is to provide a
 structured and formal opportunity for the State to accept questions
 from bidders regarding this RFP.

 Any revisions to the RFP resulting from the Mandatory Pre-Bid
 Conference will be formalized and distributed to attendees as written
 addendum to the RFP.  Answers to deferred questions will also be
 distributed to attendees as written addendum to this RFP.

 1.3.4  Not Applicable to this Procurement

 1.4  Additional Information

 1.4.1  Revisions to this RFP

 In the event that it becomes necessary to clarify or revise this RFP,
 such clarification or revision will be by addendum.  Any RFP addendum
 will be distributed as follows:

 A Mandatory Pre-Bid Conference has been scheduled for this
 procurement.  Any addendum issued before the Mandatory Pre-Bid
 Conference will be distributed to all bidders who were sent the
 initial RFP.  Any addendum issued at the time of or after the
 Mandatory Pre-Bid Conference will be distributed only to those bidders
 represented and properly registered at the Mandatory Pre-Bid
 Conference.

 1.4.2  Addendum as a Part of this RFP

 Any addendum to this RFP shall become part of this RFP and part of any
 contract resulting from this RFP.

 1.4.3  Issuing Office

 This RFP is issued by the Purchase Bureau, Division of Purchase and
 Property.  The buyer noted in Section 1.3.1 is the sole point of
 contact between the bidder and the State for purposes of this RFP.

 1.4.4  Bidder Responsibility

 The bidder assumes sole responsibility for the complete effort
 required in this RFP.  No special consideration shall be given after
 bids are opened because of a bidder's failure to be knowledgeable of
 all the requirements of this RFP.  By submitting a proposal in
 response to this RFP, the bidder represents that it has satisfied
 itself, from its own investigation, of all of the requirements of this
 RFP.

 1.4.5  Cost Liability

 The State assumes no responsibility and bears no liability for costs
 incurred by bidders in the preparation and submittal of proposals in
 response to this RFP.

 1.4.6  Contents of Bid Proposal

 The entire content of every bid proposal will be publicly opened and
 becomes a public record.  This is the case notwithstanding any
 statement to the contrary made by a bidder in its bid proposal.

 All bid proposals, as public records, are available for public
 inspection.  Interested parties can make an appointment to inspect bid
 proposals received in response to this RFP with the Purchase Bureau
 buyer.

 1.4.7  Price Alteration

 Bid prices must be typed or written in ink.  Any price change
 (including "white-outs") must be initialed.  Failure to initial price
 changes may preclude an award being made to the bidder.

 1.4.8  Joint Venture

 If a joint venture is submitting a bid, the agreement between the
 parties relating to such joint venture should be submitted with the
 joint venture's proposal.  Authorized signatories from each party
 comprising the joint venture must sign the bid proposal.  A separate
 Ownership Disclosure Form, Affirmative Action Employee Information
 Report, MacBride Principles Certification and, if applicable, foreign
 (out of State) corporation registration must be supplied for each
 party to a joint venture.


 2.0  DEFINITIONS

 2.1  Definitions

 The following definitions shall be part of any contract awarded or
 order placed as a result of this RFP:

 Addendum - Written clarification or revision to this RFP issued by the
 Purchase Bureau.

 Amendment - A change in the scope of work to be performed by the
 contractor.  An amendment is not effective until it is signed by the
 Director, Division of Purchase and Property.

 Bidder - An individual or business entity submitting a bid in response
 to this RFP.

 Contract - This RFP, any addendum to this RFP, and the bidder's
 proposal submitted in response to this RFP and the Division's Notice
 of Acceptance .

 Contractor - The contractor is the bidder awarded a contract.

 Director - Director, Division of Purchase and Property, Department of
 Treasury.  By statutory authority, the Director is the chief
 contracting officer for the State of New Jersey.

 Division - The Division of Purchase and Property.

 Evaluation Committee - A committee established by the Director to
 review and evaluate bid proposals submitted in response to this RFP
 and to recommend a contract award to the Director.

 May - Denotes that which is permissible, not mandatory.

 Project - The undertaking or services that are the subject of this
 RFP.

 Request for Proposal (RFP) - This document which establishes the
 bidding and contract requirements and solicits proposals to meet the
 purchase needs of Using Agencies as identified herein.

 Shall or Must - Denotes that which is a mandatory requirement.
 Failure to meet a mandatory requirement will result in the rejection
 of a bid proposal as materially non-responsive.

 Should - Denotes that which is recommended, not mandatory.

 State Contract Manager - The individual responsible for the approval
 of all deliverables, i.e., tasks, sub-tasks or other work elements in
 the Scope of Work.

 Subtasks - Detailed activities that comprise the actual performance of
 a task.

 State - State of New Jersey.

 Task - A discrete unit of work to be performed.

 Using Agency or Agency - The entity for which the Division has issued
 this RFP and will enter into a contract.


 3.0  SCOPE OF WORK

 3.1.1  General Requirements:

 The contractor must handle all administrative functions including
 processing enrollments, terminations, election changes, and paying
 claims.  Claim payments shall be from an account established in the
 contractor's name. Administrative services to be provided shall also
 include preparing and distributing informational materials about the
 flexible spending accounts and providing educational training sessions
 for employers and eligible employees.

 Administrative services also include issuing COBRA notifications,
 processing enrollments and collecting after-tax contributions from
 those employees who elect COBRA coverage.

 3.1.2  Specific Requirements:

 The contractor will be required to provide the following
 administrative services:

 Enrollment Services:

 The contractor shall be responsible for preparing
 communication/announcement materials for the flexible spending
 accounts in sufficient quantities for distribution to eligible
 employees of participating employers.  This includes brochures,
 pamphlets, and other materials describing in detail the flexible
 spending accounts.  All written materials must be approved by the
 Division of Pensions and Benefits prior to distribution.

 The contractor shall provide assistance to the State in organizing the
 annual open enrollment, publishing the open enrollment newsletter, and
 in distributing materials to employers and employees.

 At a minimum, the contractor must provide the following written
 materials:

 A pamphlet that gives a summary of the two flexible spending accounts,
 lists the major expenses covered by the accounts, stresses the
 advantages of participating, explains how to enroll and file claims
 and lists available voice response unit (VRU) and internet services;

 A booklet containing a more detailed description of the plans, a
 comprehensive listing of eligible expenses under each plan, a listing
 of ineligible expenses, a worksheet to help estimate how much to set
 aside, a summary of available VRU and internet services available,
 advantages and disadvantages of participation, and any other important
 information;

 All required forms including the election (enrollment) form, claim
 form, and change in family status form;

 A confirmation statement to newly enrolled members providing pertinent
 account information as well as a supply of claim forms with filing
 instructions;

 A summary plan description to new members;

 COBRA notifications upon enrollment and termination;

 An open enrollment announcement letter to existing plan members during
 the annual open enrollment period; and,

 Reminder notices at the end of the plan year explaining the "use it or
 lose it" provision and the March 31st cutoff date for filing claims.

 The contractor must also participate in employer and employee training
 sessions that will be conducted during the open enrollment period.

 The contractor shall be responsible for all enrollment services,
 including providing members with required forms and written materials
 (e.g. confirmation statements, summary plan description, claim forms,
 change in status forms, etc.).  The contractor must communicate
 directly with the plan members on all matters.

 The contractor must also provide the following:

 A toll free number that members can call for general account
 information or to speak to a representative;

 An automated voice response unit for obtaining general account
 information and for processing enrollments during the annual open
 enrollment (also a toll free number); and,

 A web site containing flexible spending account information specific
 to the State's program.  Internet services to be provided by the
 contractor must include but not be limited to the following:

 (a)  On-line enrollments
 (b)  Downloading of required forms
 (c)  On-line account information
 (d)  Email address for member inquiries.

 3.1.3  Claims Processing

 The contractor must collect employee deductions from the various
 participating employers and pay claims from an account established in
 its own name. The contractor shall maintain individual accounts for
 participants and handle all record keeping functions.  The contractor
 shall establish and maintain controls to ensure that only valid claims
 are processed, that proper documentation accompanies submitted claims
 and that all federal rules and regulations are followed.

 The contractor must accept claim forms by mail or by fax.

 Reimbursement checks must be accompanied by a statement summarizing
 the member's account activity for the year (e.g. total election,
 deposits to date, claims received, claims processed and current
 account balance).  If a filed claim is deemed to be invalid or if
 additional information is required to process a claim, a letter must
 be sent to the claimant.

 Other notices to be sent to members include the following:

 (a)  During the annual open enrollment period, a reminder notice to
 reenroll for the following plan year must be sent to all existing plan
 members; and,
 (b)  Two reminder notices must be sent to members who have not
 exhausted their account.   The reminder notice must state that funds
 not claimed by the March 31st filing deadline will be forfeited.  The
 first notice must be sent in November; the second reminder notice must
 be sent toward the end of February.

 The contractor must process reimbursement checks on a weekly basis.
 Employee salary reductions that have been turned over to the
 contractor must be immediately available for reimbursement.  In the
 dependent care account, participants can only be reimbursed up to
 their available balance.  If a claim for reimbursement exceeds the
 available balance, the remaining amount must be paid as additional
 deductions are received and posted to the account.

 In the unreimbursed medical spending account, the maximum amount of
 reimbursement must be available from the start of the period of
 coverage.  Consequently, if the participant incurs a $1,000
 unreimbursed medical expense early in the year, the claim for that
 expense must be reimbursed in its entirety at that time, even though
 the participant has only contributed, for example, $200 at the time
 the reimbursement request is made.

 The contractor must establish the timeline for importing and exporting
 payroll files.  File transfers must be accomplished using electronic
 means.  The contractor must coordinate the transfer of employee files
 with the various participating employers.  Separate records must also
 be maintained for each employer.

 The contractor must also provide COBRA notifications to eligible
 employees.  For employees who elect to continue participation in a
 flexible spending account after separation or while on leave of
 absence without pay, the contractor shall be responsible for billing
 and collection of after-tax contributions.

 3.1.4  End of year services

 The contractor must prepare a final reconciliation of the individual
 accounts and forward to the Division of Pensions and Benefits any
 forfeited dollars.  A report listing those participants who forfeited
 funds must accompany the payment.  The listing shall include the
 participant's name, social security number and forfeiture amount.
 This must be accomplished within 60 days of the close of the plan
 year's cutoff date for filing claims (March 31).

 The contractor must also provide limited services for a period of four
 months following the end of the contract term.  During this period,
 the contractor will be required to process claims filed for the plan
 year just ended, complete a final year end reconciliation of member
 accounts and return any unused dollars to the State.

 3.1.5  Other services to be provided

 The contractor must also conduct any nondiscrimination testing that
 may be required to ensure compliance with federal law and/or
 regulations.  The contractor may also be asked to provide technical
 advice to the State to help resolve claim disputes and other issues
 that may arise.

 The contractor must also provide required updates to the Plan's
 Administrator's Manual and summary plan descriptions.

 3.1.6  Reports

 The contractor must compile on a periodic basis, reports that
 summarize the claims activity and provide detailed member account
 information.  At a minimum, the following reports shall be prepared
 and forwarded to the State Contract Manager:

 (a)  A report prior to the start of the plan year listing plan members
 with their annual elections;
 (b)  A monthly activity report which includes a detailed listing of
 participants, deposits to date, claims submitted, claims paid and
 current account balances;
 (c)  A monthly summary report with data in the aggregate for each
 participating employer;
 (d)  A preliminary forfeiture report prepared as of December 31 with
 member account detail; and
 (e)  A final forfeiture report with member account detail within 120
 days after the end of the plan year.


 4.0  PROPOSAL PREPARATION AND SUBMISSION

 4.1  General

 The bidder must follow instructions contained in this RFP and in the
 bid cover sheet in preparing and submitting its bid proposal.  The
 bidder is advised to thoroughly read and follow all instructions.

 The information required to be submitted in response to this RFP has
 been determined to be essential in the bid evaluation and contract
 award process.  Any qualifying statements made by the bidder to the
 RFP'S requirements could result in a determination that the bidder's
 proposal is materially non-responsive.  Each bidder is given wide
 latitude in the degree of detail it elects to offer or the extent to
 which plans, designs, systems, processes and procedures are revealed.
 Each bidder is cautioned, however, that insufficient detail may result
 in a determination that the bid proposal is materially non-responsive
 or, in the alternative, may result in a low technical score being
 given to the bid proposal.

 The bidder is instructed to clearly identify any requirement of this
 RFP that the bidder cannot satisfy.

 4.2  Proposal Delivery and Identification

 In order to be considered, a bid proposal must arrive at the Purchase
 Bureau in accordance with the instructions on the RFP cover sheet.
 Bidders submitting proposals are cautioned to allow adequate delivery
 time to ensure timely delivery of proposals.  State regulation
 mandates that late proposals are ineligible for consideration.  The
 exterior of all bid proposal packages must be labeled with the bid
 identification number, final bid opening date and the buyer's name.
 All of this information is set forth at the top of the RFP cover
 sheet.

 4.3  Number of Bid Proposal Copies

 Each bidder must submit one (1) complete ORIGINAL bid proposal,
 clearly marked as the "ORIGINAL" bid proposal.  Each bidder must
 submit 11 full, complete and exact copies of the original.  The copies
 required are necessary in the evaluation of your bid.  Bidders failing
 to provide the required number of copies will be charged the cost
 incurred by the State in producing the required number of copies.  It
 is suggested that the bidder make and retain a copy of its bid
 proposal.

 4.4  Proposal Content

 The proposal should be submitted in one volume and that volume divided
 into four (4) Sections as follows:

 4.4.1  Section 1 - Forms

 4.4.1.1  Ownership Disclosure Form

 In the event the bidder is a corporation or partnership, the bidder
 must complete the attached Ownership Disclosure Form.  A completed
 Ownership Disclosure Form must be received prior to or accompanying
 the bid.  Failure to do so will preclude the award of the contract.

 4.4.1.2  MacBride Principles Certification

 The bidder must complete the attached MacBride Principles
 Certification evidencing compliance with the MacBride Principles.
 Failure to do so may result in the award of the contract to another
 vendor.

 4.4.1.3  Affirmative Action

 The bidder must complete the attached Affirmative Action Employee
 Information Report, or, in the alternative, supply either a New Jersey
 Affirmative Action Certificate or evidence that the bidder is
 operating under a Federally approved or sanctioned affirmative action
 program.  The requirement is a precondition to entering into a valid
 and binding contract.

 4.4.1.4  Not Applicable to this Procurement

 4.4.1.5  Not Applicable to this Procurement

 4.4.1.6  Business Registration

 Proof of valid business registration with the Division of Revenue,
 Department of the Treasury, State of New Jersey, should be submitted
 by the bidder and if applicable, by every subcontractor of the bidder,
 with the bidder's bid.  No contract will be awarded without proof of
 business registration with the Division of Revenue.  Any questions in
 this regard can be directed to the Division of Revenue at (609)
 292-1730.

 4.4.2  Section 2 - Technical Proposal

 In this Section, the bidder shall describe its approach and plans for
 accomplishing the work outlined in the Scope of Work Section, i.e.,
 Section 3.0.  The bidder must set forth its understanding of the
 requirements of this RFP and its ability to successfully complete the
 contract.  This Section of the proposal should contain at least the
 following information:

 4.4.2.1  Management Overview

 The bidder shall set forth its overall technical approach and plans to
 meet the requirements of the RFP in a narrative format.  This
 narrative should convince the State that the bidder understands the
 objectives that the contract is intended to meet, the nature of the
 required work and the level of effort necessary to successfully
 complete the contract.  This narrative should convince the State that
 the bidder's general approach and plans to undertake and complete the
 contract are appropriate to the tasks and subtasks involved.

 Mere reiterations of RFP tasks and subtasks are strongly discouraged
 as they do not provide insight into the bidder's ability to complete
 the contract.  The bidder's response to this Section should be
 designed to convince the State that the bidder's detailed plans and
 approach proposed to complete the Scope of Work are realistic,
 attainable and appropriate and that the bidder's proposal will lead to
 successful contract completion.

 4.4.2.1.2  Detailed Plans, Approach and Deliverables

 This section of the bidder's response proposal will set forth in
 detail the bidder's plans and approach for completing all tasks and
 subtasks required by the scope of work.  The bidder;s response must
 cover each task set forth in the scope of work section of the RFP and
 will detail how the bidder intends to complete the required tasks.  If
 the scope of work sets forth subtasks, the bidder's response will be
 made at the task and subtask level.  The bidder's response should
 clearly cross reference RFP section task and sub-task numbers as well
 as RFP page numbers.

 For each task and sub-task, the bidder will propose a deliverable
 item.  A deliverable is defined as tangible evidence of work
 completed.  Each deliverable will be cross referenced to the
 appropriate task and subtask.

 The contents of the bidder's response to this section should be
 designed to convince the State that the bidder's detailed plans and
 approach proposed to complete the required scope of work are
 realistic, attainable and appropriate and that the proposed plans will
 lead to successful project completion.

 In addition to describing in detail all required services, the bidder
 shall include the following:

 (a)  Samples of educational and training materials;
 (b)  Samples of required communication materials; and
 (c)  Samples of required management reports.

 A detailed description of the bidder's claims processing procedure
 shall be provided, including a detailed explanation of its data
 processing capabilities.  Include samples of employee claims forms for
 the dependent care and health care spending accounts and a sample of
 an Explanation of Payment(s) that accompanies the claim payment to
 employees.

 Responses to the following questions shall also be provided:

 (a)  How frequently can the bidder handle eligibility data updates
 (i.e. additions, terminations, changes) and in what format must this
 data be provided?
 (b)  What documentation does the bidder require for reimbursement of
 dependent care and health care deductions?
 (c)  How does the bidder ensure that claim payments are made in a
 timely fashion?  What turnaround time will the bidder guarantee on
 properly submitted claims?
 (d)  What is the procedure for the screening of claims to avoid
 duplicate payment, and what maintenance procedures would be in place
 to ensure that claim payments are in accordance with plan provisions
 and employee account allocations/balances?

 4.4.2.2  Contract Management

 The bidder should describe its specific plans to manage control and
 supervise the contract to ensure satisfactory contract completion
 according to the required schedule.  The plan should include the
 bidder's approach to communicate with the State Contract Manager
 including, but not limited to, status meetings, status reports, etc.

 4.4.2.3  Contract Schedule

 The bidder should include a contract schedule.  If key dates are a
 part of this RFP, the bidder's schedule should incorporate such key
 dates and should identify the completion date for each task and sub-
 task required by the Scope of Work.  Such schedule should also
 identify the associated deliverable item(s) to be submitted as
 evidence of completion of each task and/or subtask.

 The bidder should identify the contract scheduling and control
 methodology to be used and should provide the rationale for choosing
 such methodology.  The use of Gantt, Pert or other charts is at the
 option of the bidder.

 4.4.2.4  Mobilization And Implementation Plan

 It is essential that the State move forward quickly to have the
 contract in place.  Therefore, the bidder must include as part of its
 proposal a mobilization and implementation plan, beginning with the
 date of notification of contract award of May 1, 2002.

 Such mobilization and implementation plan should include the following
 elements:

 (a) A detailed timetable for the mobilization and implementation
 period.  In preparing the timetable, the following key dates should be
 considered:  All announcement materials for the plan year beginning
 January 1, 2003 must be prepared and approved by DPB no later than
 July 15.  This will allow for sufficient time to print and distribute
 materials prior to the start of the open enrollment period, which
 normally begins in the middle of September and runs through the month
 of October.  By the start of open enrollment, all enrollment services
 must be in place, including required internet and automated telephone
 services.

 This timetable should be designed to demonstrate how the bidder will
 have the contract up and operational following the of notification of
 contract award.

 (b) The bidder's plan for the deployment and use of management,
 supervisory or other key personnel during the mobilization and
 implementation period.  The plan should show all management,
 supervisory and key personnel that will be assigned to manage,
 supervise and monitor the bidder's mobilization and implementation of
 the contract following notification of contract award.

 NOTE: The bidder should clearly identify management, supervisory or
 other key staff that will be assigned only during the mobilization and
 implementation period.

 In order to fully implement the contract by the required start date,
 the successful bidder must submit its plan for recruitment of staff,
 both staff required during mobilization and implementation, and staff
 necessary to provide all services required by the RFP.

 The bidder should submit a plan for the purchase and distribution of
 equipment, inventory, supplies, materials, etc. during the
 implementation period and balance of the contract term.

 The bidder should submit a plan for the use of subcontractor(s), if
 any, on this contract.  Emphasis should be on how any subcontractor
 identified will be involved in the mobilization and implementation
 plan and/or the balance of the contract term.

 4.4.2.5  Potential Problems

 The bidder should set forth a summary of any and all problems that the
 bidder anticipates during the term of the contract.  For each problem
 identified, the bidder should provide its proposed solution.

 4.4.3  Section 3 - Organizational Support and Experience

 The bidder should include information relating to its organization,
 personnel, and experience, including, but not limited to, references,
 together with contact names and telephone numbers, evidencing the
 bidder's qualifications, and capabilities to perform the services
 required by this RFP.

 4.4.3.1  Location

 The bidder should include the location of the bidder's office that
 will be responsible for managing the contract.  The bidder should
 include the telephone number and name of the individual to contact.

 4.4.3.2  Organization Chart (Contract Specific)

 The bidder should include a contract organization chart, with names
 showing management, supervisory and other key personnel (including
 subcontractor's management, supervisory or other key personnel) to be
 assigned to the contract.  The chart should include the labor category
 and title of each such individual.

 4.4.3.3  Resumes

 Detailed resumes should be submitted for all management, supervisory
 and key personnel to be assigned to the contract.  Resumes should be
 structured to emphasize relevant qualifications and experience of
 these individuals in successfully completing contracts of a similar
 size and scope to those required by this RFP.  Resumes should clearly
 identify previous experience in completing similar contracts.
 Beginning and ending dates should be given for each similar contract.
 A description of the contract should be given and should demonstrate
 how the individual's work on the completed contract relates to the
 individual's ability to contribute to the successfully providing the
 services required by this RFP.  With respect to each similar contract,
 the bidder should include the name and address of each reference
 together with a person to contact for a reference check and a
 telephone number.

 In the event the bidder must hire or otherwise engage management,
 supervisory and/or key personnel if awarded the contract, the bidder
 should include a recruitment plan for such personnel.  Such
 recruitment plan should demonstrate that the bidder will be able to
 initiate and complete the contract within the time frame required by
 this RFP.

 4.4.3.4  Backup Staff

 The bidder should include a list of backup staff that may be called
 upon to assist or replace primary individuals assigned.  Backup staff
 must be clearly identified as backup staff.

 In the event the bidder must hire management, supervisory and/or key
 personnel if awarded the contract, the bidder should include, as part
 of its recruitment plan, a plan to secure backup staff in the event
 personnel initially recruited need assistance or must be replaced
 during the contract term.

 4.4.3.5 Organization Chart (Entire Firm)

 The bidder should include an organization chart showing the bidder's
 entire organizational structure.  This chart should show the
 relationship of the individuals assigned the contract to the bidder's
 overall organizational structure.

 4.4.3.6  Experience of Bidder on Contracts of Similar Size and Scope

 The bidder should provide a comprehensive listing of contracts of
 similar size and scope that it has successfully completed, as evidence
 of the bidder's ability to successfully complete the services required
 by this RFP.  Emphasis should be placed on contracts that are similar
 in size and scope to those required by this RFP.  A description of all
 such contracts should be included and should show how such contracts
 relate to the ability of the firm to complete the services required by
 this RFP.  For each such contract, the bidder should provide the name
 and telephone number of a contact person for the other contract party.
 Beginning and ending dates should also be given for each contract.

 4.4.3.7  Financial Capability of the Bidder

 The bidder should provide proof its financial capacity and
 capabilities to undertake and successfully complete the contract.  A
 certified financial statement for the most recent fiscal year and
 current bank reference(s) are acceptable.

 4.4.3.8  Subcontractor(s)

 4.4.3.8.1  Should the bidder propose to utilize a subcontractor(s) to
 fulfill any of its obligations, the bidder shall be responsible for
 the subcontractor's(s'):  (a) performance; (b) compliance with all of
 the terms and conditions of the contract; and (c) compliance with the
 requirements of all applicable laws.

 4.4.3.8.2  The bidder must provide a detailed description of services
 to be provided by each subcontractor, referencing the applicable
 Section or Subsection of this RFP.

 4.4.3.8.3  The bidder should provide detailed resumes for each
 subcontractor's management, supervisory and other key personnel that
 demonstrate knowledge, ability and experience relevant to that part of
 the work which the subcontractor is designated to perform.

 4.4.3.8.4  The bidder should provide documented experience demonstrate
 that each subcontractor has successfully performed work on contracts
 of a similar size and scope to the work that the subcontractor is
 designated to perform in the bidder's proposal.

 4.4.4   Section 4 - Cost Proposal

 The bidder must submit all requested pricing information.  Failure to
 submit all requested pricing information may result in the bidder's
 proposal being considered materially non-responsive.  Each bidder must
 hold its price(s) firm for a minimum of ninety (90) days following bid
 opening to permit the completion of the evaluation of proposals
 received and the contract award process.

 5.0  CONTRACTUAL TERMS AND CONDITIONS

 5.1  Precedence of Contractual Terms and Conditions

 The contract shall consist of this RFP, addendum to this RFP, the
 contractor's bid proposal and the Division's Notice of Acceptance.

 Unless specifically noted within this RFP, the Standard Terms and
 Conditions take precedence over the Special Terms and Conditions.

 In the event of a conflict between the provisions of this RFP,
 including the Standard Terms and Conditions and the Special Terms and
 Conditions, and any addendum to the RFP, the addendum shall govern.

 In the event of a conflict between the provisions of this RFP,

 including any addendum to this RFP, and the bidder's proposal, the RFP
 and/or the addendum shall govern.

 5.2  Not Applicable to this Procurement

 5.3  Foreign (Out of State) Corporations

 All foreign corporations receiving a notice of contract award shall be
 afforded seven (7) days thereafter to register with the Division of
 Revenue.

 5.4  Contract Term and Extension Option

 The term of the contract shall be for a period of three (3) years.
 The anticipated "Contract Effective Date" is provided on the cover
 sheet of this RFP.  If delays in the bid process result in an
 adjustment of the anticipated Contract Effective Date, the bidder
 agrees to accept a contract for the full term of the contract.  The
 contract may be extended for an additional two (2) periods of one (1)
 year or portion thereof, by mutual written consent of the contractor
 and the Director at the same terms and conditions.  Prices shall be
 those quoted for the third year.

 5.5  Contract Transition

 In the event services end by either contract expiration or
 termination, it shall be incumbent upon the contractor to continue
 services, if requested by the Director, until new services can be
 completely operational.  The contractor acknowledges its
 responsibility to cooperate fully with the replacement contractor and
 the State to ensure a smooth and timely transition to the replacement
 contractor.  Such transitional period shall not extend more than
 ninety (90) days beyond the expiration date of the contract, or any
 extension thereof.  The contractor will be reimbursed for services
 during the transitional period at the rate in effect when the
 transitional period clause is invoked by the State.

 5.6  Availability of Funds

 The State's obligation to pay the contractor is contingent upon the
 availability of appropriated funds from which payment for contract
 purposes can be made.  No legal liability on the part of the State for
 payment of any money shall arise unless funds are made available each
 fiscal year to the Using Agency by the Legislature.

 5.7  Contract Amendment

 Any changes or modifications to the terms of the contract shall only
 be valid when they have been reduced to writing and executed by the
 contractor and the Director.

 5.8  Contractor Responsibilities

 The contractor shall have sole responsibility for the complete effort
 specified in the contract.  Payment will be made only to the
 contractor.  The contractor shall have sole responsibility for all
 payments due any subcontractor.

 The contractor is responsible for the professional quality, technical
 accuracy and timely completion and submission of all deliverables,
 services or commodities required to be provided under the contract.
 The contractor shall, without additional compensation, correct or
 revise any errors, omissions, or other deficiencies in its
 deliverables and other services.  The approval of deliverables
 furnished under this contract shall not in any way relieve the
 contractor of responsibility for the technical adequacy of its work.
 The review, approval, acceptance or payment for any of the services
 shall not be construed as a waiver of any rights that the State may
 have arising out of the contractor's performance of this contract.

 5.9   Substitution of Staff

 If it becomes necessary for the contractor to substitute any
 management, supervisory or key personnel, the contractor will identify
 the substitute personnel and the work to be performed.

 The contractor must provide detailed justification documenting the
 necessity for the substitution.  Resumes must be submitted evidencing
 that the individual(s) proposed as substitution(s) have qualifications
 and experience equal to or better than the individual(s) originally
 proposed or currently assigned.

 The contractor shall forward a request to substitute staff to the
 State's Contract Manager for consideration and approval.  No
 substitute personnel are authorized to begin work until the contractor
 has received written approval to proceed from the State Contract
 Manager.

 5.10  Substitution or Addition of Subcontractor(s)

 This Subsection serves to supplement but not to supersede Section 3.11
 of the Standard Terms and Conditions of this RFP.

 If it becomes necessary for the contractor to substitute and/or add a
 subcontractor, the contractor will identify the proposed new
 subcontractor and the work to be performed.  The contractor must
 provide detailed justification documenting the necessity for the
 substitution or addition.

 The contractor must provide detailed resumes of the proposed
 subcontractor's management, supervisory and other key personnel that
 demonstrate knowledge, ability and experience relevant to that part of
 the work which the subcontractor is to undertake.

 In the event a subcontractor is proposed as a substitution, the
 proposed subcontractor must equal or exceed the qualifications and
 experience of the subcontractor being replaced.  In the event the
 subcontractor is proposed as an addition, the proposed subcontractor's
 qualifications and experience must equal or exceed that of similar
 personnel proposed by the contractor in its bid proposal.

 The contractor shall forward a written request to substitute or add a
 subcontractor to the State Contract Manager for consideration.  If the
 State Contract Manager approves the request, the State Contract
 Manager will forward the request to the Director for final approval.

 No substituted or additional subcontractors are authorized to begin
 work until the contractor has received written approval from the
 Director.

 5.11  Ownership of Material

 All data, technical information, materials gathered, originated,
 developed, prepared, used or obtained in the performance of the
 contract, including, but not limited to, all reports, surveys, plans,
 charts, literature, brochures, mailings, recordings (video and/or
 audio), pictures, drawings, analyses, graphic representations,
 software computer programs and accompanying documentation and print-
 outs, notes and memoranda, written procedures and documents,
 regardless of the state of completion, which are
 prepared for or are a result of the services required under this
 contract shall be and remain the property of the State of New Jersey
 and shall be delivered to the State of New Jersey upon 30 days notice
 by the State.  With respect to software computer programs and/or
 source codes developed for the State, the work shall be considered
 "work for hire", i.e., the State, not the contractor or subcontractor,
 shall have full and complete ownership of all software computer
 programs and/or source codes developed.

 5.12  Data Confidentiality

 All financial, statistical, personnel and/or technical data supplied
 by the State to the contractor are confidential.  The contractor is
 required to use reasonable care to protect the confidentiality of such
 data.  Any use, sale or offering of this data in any form by the
 contractor, or any individual or entity in the contractor's charge or
 employ, will be considered a violation of this contract and may result
 in contract termination and the contractor's suspension or debarment
 from State contracting.  In addition, such conduct may be reported to
 the State Attorney General for possible criminal prosecution.

 5.13  News Releases

 The contractor is not permitted to issue news releases pertaining to
 any aspect of the services being provided under this contract without
 the prior written consent of the Director.

 5.14  Advertising

 The contractor shall not use the State's name, logos, images, or any
 data or results arising from this contract as a part of any commercial
 advertising without first obtaining the prior written consent of the
 Director.

 5.15  Licenses and Permits

 The contractor shall obtain and maintain in full force and effect all
 required licenses, permits, and authorizations necessary to perform
 this contract.  The contractor shall supply the State's Contract
 Manager with evidence of all such licenses, permits and
 authorizations.  This evidence shall be submitted subsequent to the
 contract award.  All costs associated with any such licenses, permits
 and authorizations must be considered by the bidder in its bid
 proposal.

 5.16 Claims and Remedies

 5.16.1  Claims

 The following shall govern claims made by the contractor regarding
 contract award recision, contract interpretation, contractor
 performance and/or suspension or termination.

 Final decisions concerning all disputes relating to contract award
 recision, contract interpretation, contractor performance and/or
 contract reduction, suspension or termination are to be made in a
 manner consistent with N.J.A.C. 17:12-1.1, et seq.  The Director's
 final decision shall be deemed a final agency action reviewable by the
 Superior Court of New Jersey, Appellate Division.

 All claims asserted against the State by the contractor shall be
 subject to the New Jersey Tort Claims Act, N.J.S.A. 59:1-1, et seq.,
 and/or the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1, et
 seq.  However, any claim against the State relating to a final
 decision by the Director regarding contract award recision, contract
 interpretation, contractor performance and/or contract reduction,
 suspension or termination shall not accrue, and the time period for
 performing any act required by N.J.S.A. 59:8-8 or 59:13-5 shall not
 commence, until a decision is rendered by the Superior Court of New
 Jersey, Appellate Division (or by the Supreme Court of New Jersey, if
 appealed) that such final decision by the Director was improper.

 5.16.2  Remedies

 Nothing in the contract shall be construed to be a waiver by the State
 of any warranty, expressed or implied, or any remedy at law or equity,
 except as specifically and expressly stated in a writing executed by
 the Director.

 5.17  Late Delivery and Liquidated Damages

 The contractor must immediately advise the State Contract Manager of
 any circumstance or event that could result in late completion of any
 task or subtask called for to be completed on a date certain.
 Notification must also be provided to the Director at the address
 below:

 The State of New Jersey
 Director, Division of Purchase and Property
 Purchase Bureau
 PO Box 230
 33 West State St.
 Trenton, New Jersey 08625-0230

 If the contractor cannot meet the contract completion date for any
 task or subtask required to be completed by a date certain, the
 contractor shall be liable to the State for damages incurred.

 5.18  Not Applicable to this Procurement

 5.19  State's Option to Reduce Scope of Work

 The State has the option, in its sole discretion, to reduce the scope
 of work for any task or subtask called for under this contract.  In
 such an event, the Director shall provide advance written notice to
 the contractor.

 Upon receipt of such written notice, the contractor will submit,
 within five (5) working days to the Director and the State Project
 Manager, an itemization of the work effort already completed by task
 or subtask.  The contractor shall be compensated for such work effort
 according to the applicable portions of its cost proposal.

 5.20  Suspension of Work

 The State Contract Manager may, for valid reason, issue a stop order
 directing the contractor to suspend work under the contract for a
 specific time.  The contractor shall be paid until the effective date
 of the stop order.  The contractor shall resume work upon the date
 specified in the stop order, or upon such other date as the State
 Contract Manager may thereafter direct in writing.  The period of
 suspension shall be deemed added to the contractor's approved schedule
 of performance.  The Director and the contractor shall negotiate an
 equitable adjustment, if any, to the contract price.

 5.21  Change in Law

 Whenever an unforeseen change in applicable law or regulation affects
 the services that are the subject of this contract, the contractor
 shall advise the State Contract Manager and the Director in writing
 and include in such written transmittal any estimated increase or
 decrease in the cost of its performance of the services as a result of
 such change in law or regulation.  The Director and the contractor
 shall negotiate an equitable adjustment, if any, to the contract
 price.

 5.22  Additional Work and/or Special Projects

 The contractor shall not begin performing any additional work or
 special projects without first obtaining written approval from both
 the State Contract Manager and the Director.

 In the event of additional work and/or special projects, the
 contractor must present a written proposal to perform the additional
 work to the State Contract Manager.  The proposal should provide
 justification for the necessity of the additional work.  The
 relationship between the additional work and the base contract work
 must be clearly established by the contractor in its proposal.

 The contractor's written proposal must provide a detailed description
 of the work to be performed broken down by task and subtask.  The
 proposal should also contain details on the level of effort, including
 hours, labor categories, etc., necessary to complete the additional
 work.

 The written proposal must detail the cost necessary to complete the
 additional work in a manner consistent with the contract.  The written
 cost proposal must be based upon the hourly rates, unit costs or other
 cost elements submitted by the contractor in the contractor's original
 bid proposal submitted in response to this RFP.  Whenever possible,
 the cost proposal should be a firm, fixed cost to perform the required
 work.  The firm fixed price should specifically reference and be tied
 directly to costs submitted by the contractor in its original bid
 proposal.  A payment schedule, tied to successful completion of tasks
 and subtasks, must be included.

 Upon receipt and approval of the contractor's written proposal, the
 State Contract Manager shall forward same to the Director for the
 Director's written approval.  Complete documentation from the Using
 Agency, confirming the need for the additional work, must be
 submitted.  Documentation forwarded by the State Contract Manager to
 the Director must all include all other required State approvals, such
 as those that may be required from the State of New Jersey's Office of
 Management and Budget (OMB) and Office of Information and Technology
 (OIT).

 No additional work and/or special project may commence without the
 Director's written approval.  In the event the contractor proceeds
 with additional work and/or special projects without the Director's
 written approval, it shall be at the contractor's sole risk.  The
 State shall be under no obligation to pay for work done without the
 Director's written approval.

 5.23  Form of Compensation and Payment

 This Section supplements Section 4.5 of the RFP'S Standard Terms and
 Conditions.  The contractor must submit official State invoice forms
 to the Using Agency with supporting documentation evidencing that work
 for which payment is sought has been satisfactorily completed.
 Invoices must reference the tasks or subtasks detailed in the Scope of
 Work section of the RFP and must be in strict accordance with the
 firm, fixed prices submitted for each task or subtask on the RFP
 pricing sheets.  When applicable, invoices should reference the
 appropriate RFP price sheet line number from the contractor's bid
 proposal.  All invoices must be approved by the State Contract Manager
 before payment will be authorized.

 Invoices must also be submitted for any special projects, additional
 work or other items properly authorized and satisfactorily completed
 under the contract.  Invoices shall be submitted according to the
 payment schedule agreed upon when the work was authorized and
 approved.  Payment can only be made for work when it has received all
 required written approvals and has been satisfactorily completed.

 Payment to Contractor - Optional Method

 The State of New Jersey now offers State contractors the opportunity
 to be paid through the VISA procurement card (p-card).  A contractor's
 acceptance and a State agency's use of the p-card, however, is
 optional.

 P-card transactions do not require the submission of either a
 contractor invoice or a State payment voucher.  Purchasing
 transactions using the p-card will usually result in payment to a
 contractor in three days.

 A contractor should take note that there will be a transaction-
 processing fee for each p-card transaction.  To participate, a
 contractor must be capable of accepting the VISA card.  Additional
 information can be obtained from banks or merchant service companies.

 5.24  Not Applicable to this Procurement


 6.0  Proposal Evaluation/contract AWARD

 6.1  Proposal Evaluation Committee

 Proposals may be evaluated by an Evaluation Committee composed of
 members of affected departments and agencies together with
 representative(s) from the Purchase Bureau.  Representatives from
 other governmental agencies may also serve on the Evaluation
 Committee.  On occasion, the Evaluation Committee may choose to make
 use of the expertise of outside consultant in an advisory role.

 6.2  Oral Presentation and/or Clarification of Proposal

 A bidder may be required to give an oral presentation to the
 Evaluation Committee concerning its bid proposal.  The Evaluation
 Committee may also require a bidder to submit written responses to
 questions regarding its proposal.

 The purpose of such communication with a bidder, either through an
 oral presentation or a letter of clarification, is to provide an
 opportunity for the bidder to clarify or elaborate on its bid
 proposal.  Original bid proposals submitted, however, cannot be
 supplemented, changed, or corrected in any way.  No comments regarding
 other bid proposals are permitted.  Bidders may not attend
 presentations made by their competitors.

 It is within the Evaluation Committee's discretion whether to require
 a bidder to give an oral presentation or require a bidder to submit
 written responses to questions regarding its proposal.  Action by the
 Evaluation Committee in this regard should not be construed to imply
 acceptance or rejection of a proposal.  The Purchase Bureau buyer will
 be the sole point of contact regarding any request for an oral
 presentation or clarification.

 6.3  Evaluation Criteria

 The following evaluation criteria categories, not necessarily listed
 in order of significance, will be used to evaluate bid proposals
 received in response to this RFP.  The evaluation criteria categories
 may be used to develop more detailed evaluation criteria to be used in
 the evaluation process:

 6.3.1  The bidder's general approach and plans in meeting the
 requirements of this RFP.

 6.3.2  The bidder's detailed approach and plans to perform the
 services required by the Scope of Work Section of this RFP.

 6.3.3  The bidder's documented experience in successfully completing
 contracts of a similar size and scope to those required by this RFP.

 6.3.4  The qualifications and experience of the bidder's management,
 supervisory or other key personnel assigned to the contract, with
 emphasis on documented experience in successfully completing work on
 contracts of similar size and scope to those required by this RFP.

 6.3.5  The overall ability of the bidder to mobilize, undertake and
 successfully complete the contract.  This judgment will include, but
 not be limited to the following factors:  the number and
 qualifications of management, supervisory and other staff proposed by
 the bidder to complete the contract, the availability and commitment
 to the contract of the bidder's management, supervisory and other
 staff proposed and the bidder's contract management plan, including
 the bidder's contract organizational chart.

 6.3.6  The bidder's Cost Proposal

 6.4  Contract Award

 The contract shall be awarded with reasonable promptness by written
 notice to that responsible bidder whose bid, conforming to the
 invitation for bids, will be most advantageous to the State, price and
 other factors considered.  Any or all bids may be rejected when the
 State Treasurer or the Director of the Division of Purchase and
 Property determines that it is in the public interest so to do.

 7.0  Not Applicable to this Procurement

 8.0  Not Applicable to this Procurement

 9.0  Not Applicable to this Procurement

                                                                INDEX NO: T2010
                                                                PAGE NO:      3
                            VENDOR INFORMATION SHEET
                                                COOP *
   VENDOR NAME AND ADDRESS        SBE/MBE/WBE/PURCH
 ______________________________________________________________________________
 FRINGE BENEFITS MGMT CO          NO /NO /NO /NO    CONTRACT #: 68875
 3101 SESSIONS RD                                   EXPIRATION DATE: 12/31/10
 TALLAHASSEE, FL 32303                              TERMS: NONE
                                                    DELIVERY:  30 DAYS ARO

 CONTACT PERSON: TERRY HUME                         CONTACT PHONE: 800-872-0345
                                                    ORDER FAX #  : 850-425-6220


 * WILL VENDOR EXTEND CONTRACT PRICES TO COOPERATIVE PURCHASING PARTICIPANTS?

                                                                INDEX NO: T2010
                                                                PAGE NO:      4
                            CONTRACT ITEMS/SERVICES
                                  BY VENDOR
 ______________________________________________________________________________
 VNDR: FRINGE BENEFITS MGMT CO                             CNTRCT #: 68875

  UNLESS SPECIFIED OTHERWISE BELOW:
 SHIP TO: 822140 / S002
       FISCAL/PROCUREMENT OFFICE
 50 WEST STATE ST
 TRENTON           NJ   08625-0295
 LINE#  DESCRIPTION/MFGR/BRAND  EST QUANTITY  UNIT  % DISCOUNT       UNIT PRICE
 00001  COMM CODE: 948-46-063736       1.000  EACH     N/A           $4.71000
  [HOSPITAL SERVICES, INPATIENT AND...]

  ITEM DESCRIPTION:
  ALL INCLUSIVE YEAR 1, SECTION 125
  ADMINITRATIVE FEE PER PARTICIPATING
  EMPLOYEE.
 00002  COMM CODE: 948-46-063736       1.000  EACH     N/A           $4.71000
  [HOSPITAL SERVICES, INPATIENT AND...]

  ITEM DESCRIPTION:
  ALL INCLUSIVE YEAR 2, SECTION 125
  ADMINITRATIVE FEE PER PARTICIPATING
  EMPLOYEE.
 00003  COMM CODE: 948-46-063736       1.000  EACH     N/A           $4.71000
  [HOSPITAL SERVICES, INPATIENT AND...]

  ITEM DESCRIPTION:
  ALL INCLUSIVE YEAR 3, SECTION 125
  ADMINITRATIVE FEE PER PARTICIPATING
  EMPLOYEE.