Exhibit 10.2


     

     

    

      Exhibit
        10.2

      Medicaid
        HMO Contract

       

      AHCA
        CONTRACT NO. FA521 

      AMENDMENT
        NO. 10

       

      THIS
        CONTRACT, entered into between the STATE OF FLORIDA, AGENCY FOR HEALTH CARE
        ADMINISTRATION, hereinafter referred to as the "Agency" and HEALTHEASE OF
        FLORIDA, INC., 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 $837,167,256.00 (an increase of $2,103,412.00), 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
        1 Counties: Escambia, Santa Rosa

      


      
        	
                County

              	
                Provider
                  Number

              
	
                Escambia
                  

              	
                015019314

              
	
                Santa
                  Rosa 

              	
                015019331

              


      

      


      Area
        4 Counties: Volusia

      
        	
                 

                County
                  

              	
                 

                Provider
                  Number

              
	
                Volusia
                  

              	
                015019335

              


      

      


      Area
        9 Counties: Martin, Palm Beach

      


      
        	
                County
                  

              	
                Provider
                  Number

              
	
                Martin
                  

              	
                015019324
                  

              
	
                Palm
                  Beach 

              	
                015019339

              


      

      


      Area
        10 Counties: Broward

      


      
        	
                County

              	
                Provider
                  Number

              
	
                 

                Broward
                  

              	
                 

                015019337

              


      

       

      AHCA
        Contract No. FA521, Amendment No. 10, Page 1 of 4

       

      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      Medicaid
        HMO Contract

      B.
        General Capitation Rates plus Mental Health Rates (Attachment VIII-A, Table
        4):

      


      Area
        2 Counties: Madison, Wakulla, Calhonn, Liberty, Jefferson

      


      
        	
                County
                  

              	
                Provider
                  Number 

              
	
                Jefferson

              	
                015019318
                  

              
	
                Madison

              	
                015019322
                  

              
	
                Wakulla
                  

              	
                015019336

              
	
                Calhoun
                  

              	
                015019340

              
	
                Liberty
                  

              	
                015019342

              


      

       

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

      


      Area
        2 Counties: Gadsden, Leon

      


      
        	
                County
                  

              	
                Provider
                  Number

              
	
                Gadsden
                  

              	
                015019315

              
	
                Leon
                  

              	
                015019320

              


      

      


      Area
        3 Counties: Citrus, Lake, Marion, Putnam

      


      
        	
                 

                County

              	
                 

                Provider
                  Number

              
	
                Citrus
                  

              	
                015019309
                  

              
	
                Lake

              	
                015019319
                  

              
	
                Marion

              	
                015019323
                  

              
	
                Putnam

              	
                015019329

              


      

      


      Area
        4 Counties: Duval

      


      
        	
                County

              	
                Provider
                  Number

              
	
                Duval

              	
                015019313
                  

              


      

      


      Area
        5 Counties: Pasco, Pinellas

      
        	
                County
                  

              	
                Provider
                  Number

              
	
                Pasco
                  

              	
                015019302

              
	
                Pinellas

              	
                015019303

              


      

      


      Area
        6 Counties: Manatee, Polk, Highlands, Hillsborough

      


      
        	
                 

                County
                  

              	
                 

                Provider
                  Number

              
	
                Manatee
                  

              	
                015019301

              
	
                Polk
                  

              	
                015019304

              
	
                Highlands
                  

              	
                015019317

              
	
                Hillsborough

              	
                015019300

              


      

       

      AHCA
        Contract No. FA521, Amendment No. 10, Page 2 of 4

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      Area
        7 Counties: Brevard,
        Orange, Osceola, Seminole


      Medicaid
        HMO Contract

      
        	
                County

              	
                Provider
                  Number

              
	
                Brevard

              	
                015019308

              
	
                Orange

              	
                015019327

              
	
                Osceola

              	
                015019328

              
	
                Seminole

              	
                015019333

              


      

       

       

       

       

      Area
        8 Counties: Sarasota

      


      
        	
                 

                County

              	
                 

                Provider
                  Number

              
	
                Sarasota

              	
                015019332

              


      

      


       

      Area
        11 Counties: Dade

      


      
        	
                County

              	
                 

                Provider
                  Number

              
	
                Dade
                   

              	
                 

                015019338

              


      

       

      


       

      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 $837,167,256.00 (an increase of $2,103,412.00), 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. FA521, Amendment No. 10, Page 3 of 4

       

      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      Medicaid
        HMO Contract

       

      IN
        WITNESS WHEREOF,
        the
        Parties have caused this 4 page Amendment (including all attachments, if
        any) to
        be executed by their duly authorized officials.

    

     

     

     

     

    
      	
              HEALTHEASE
                OF FLORIDA, INC

               

            	
              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. FA521, Amendment No. 10, Page 4 of
        4