Exhibit 10.1


    

      Exhibit
        10.1

      Medicaid
        HMO Contract

       

      AHCA
        CONTRACT NO. FA522 

      AMENDMENT
        NO. 11

       

      THIS
        CONTRACT, entered into between the STATE OF FLORIDA, AGENCY FOR HEALTH CARE
        ADMINISTRATION, hereinafter referred to as the "Agency" and WELL CARE HMO,
        INC.
        D/B/A STAYWELL HEALTH PLAN OF FLORIDA, hereinafter referred to as the "Vendor",
        is hereby amended as follows:

       

      1.
        Standard Contract, Section II.A, Contract Amount, the first sentence is hereby
        amended to now read:

       

      To
        pay
        for contracted services according to the conditions of Attachment I in an
        amount
        not to exceed
        $667,913,974.00
        (an
        increase of $2,319,780.00), subject to availability of funds.

       

      2.
        Attachment I, Section 90.0, Payment and Authorized Enrollment Levels, Tables
        2
        and 3, are hereby deleted in their entirety and replaced with the
        following:

       

      Capitation
        Rates

       

      A.
        General Capitation Rates plus Transportation (Attachment VIII-A, Table
        2):

      


      Area
        9 Counties: Palm Beach

      


      
        	
                County

              	
                Provider
                  Number

              
	
                Palm
                  Beach 

              	
                015016910

              


      

      


       

      


      


      Area
        10 Counties: Broward

      


      
        	
                County
                  

              	
                Provider
                  Number

              
	
                Broward
                  

              	
                015016900

              


      

       

      


       

      B.
        General Capitation Rates plus Mental Health Rates and Transportation Rates
        (Attachment VIII-A, Table 6):

      


      Area
        3 Counties: Hernando

      


      
        	
                County

              	
                Provider
                  Number

              
	
                Hernando

              	
                015016901

              


      

      


      


      Area
        5 Counties: Pasco, Pinellas

      


      
        	
                County
                  

              	
                Provider
                  Number 

              
	
                Pinellas
                  

              	
                015016904

              
	
                Pasco

              	
                015016903

              


      

       

      


       

      AHCA
        Contract No. FA522, Amendment No. 11, Page 1 of 3

       

      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      Medicaid
        HMO Contract

      


      Area
        6 Counties: Manatee, Polk, Hillsborough

      


      
        	
                County

              	
                Provider
                  Number

              
	
                Manatee

              	
                015016912

              
	
                Polk

              	
                015016905

              
	
                Hillsborough
                  

              	
                015016902

              


      

       

      


       

      Area
        7 Counties: Orange, Osceola, Seminole, Brevard

       

      
        	
                County

              	
                Provider
                  Number

              
	
                Orange

              	
                015016906

              
	
                Osceola

              	
                015016907

              
	
                Seminole

              	
                015016908

              
	
                Brevard

              	
                015016913

              


      

       

      


       

      


      


      Area
        8 Counties: Sarasota, Lee

       

      
        	
                County

              	
                Provider
                  Number

              
	
                Sarasota

              	
                015016914

              
	
                Lee

              	
                015016911

              


      

       

       

       

       

      


       

      Area
        11 Counties: Dade

       

      
        	
                County

              	
                Provider
                  Number

              
	
                Dade
                  

              	
                015016909

              


      

       

      


       

      


       

      


       

      


       

      Notwithstanding
        the payment amounts which may be computed with the above rate table, the
        sum of
        total capitation payments under this contract shall not exceed the total
        contract amount
        of $667,913,974.00
        (an
        increase of $2,319,780.00), expressed on page seven of this
        contract.

       

      3.
        This
        Amendment shall have an effective date of January 1, 2006, or the date on
        which
        both parties execute the Amendment, whichever is later.

       

      All
        provisions in the Contract and any attachments thereto in conflict with this
        amendment shall be and are hereby changed to conform with this
        amendment.

       

      All
        provisions not in conflict with this Amendment are still in effect and are
        to be
        performed at the level specified in the Contract.

       

      This
        Amendment, and all its attachments, are hereby made part of the
        Contract.

       

      This
        Amendment can not be executed unless all previous amendments to this Contract
        have been fully executed.

       

      AHCA
        Contract No. FA522, Amendment No. 11, Page 2 of 3

       

      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      Medicaid
        HMO Contract

       

      IN
        WITNESS WHEREOF,
        the
        Parties have caused this 3 page Amendment (including all attachments, if
        any) to
        be executed by their duly authorized officials.

       

      


      

        

          
            	
                    WELLCARE
                      HMO, INC.  

                    D/B/A
                      STAYWELL HEALTH PLAN OF FLORIDA 

                  	
                    STATE
                      OF FLORIDA, AGENCY FOR 

                    HEALTH
                      CARE ADMINISTRATION

                  
	
                    SIGNED

                    BY:
                      /s/ Todd S. Farha

                  	
                    SIGNED
                      

                    BY:
                      /s/ Alan Levine

                  
	
                     

                    NAME:
                      Todd S.Farha

                  	
                     

                    NAME:
                      Alan Levine 

                  
	
                     

                    TITLE:
                      President & CEO

                  	
                     

                    TITLE:
                      Secretary 

                  
	
                     

                    DATE:
                      1/4/06

                  	
                     

                    DATE:
                      1/4/06

                  


          

        

      

       

       

      THE
        REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY

       

       

       

       

       

       

       

       

       

      AHCA
        Contract No. FA522, Amendment No. 11, Page 3 of
        3