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                                                                   EXHIBIT 10.17



           ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION
                        DIVISION OF BUSINESS AND FINANCE
                               CONTRACT AMENDMENT

                                                                     PAGE 1 OF 2

1. AMENDMENT NO.:   2. CONTRACT NO.:    3. EFFECTIVE DATE    4. PROGRAM:
                                           OF AMENDMENT:
       09             YH04-0001-03       OCTOBER 1, 2004     DHCM-ACUTE

5. CONTRACTOR/PROVIDER NAME AND ADDRESS:

                              HEALTH CHOICE ARIZONA
                           1600 W. BROADWAY, SUITE 260
                            TEMPE, ARIZONA 85282-1136
6. PURPOSE:

       To revise language in the contract.

7. The above referenced contract is hereby amended as follows:

      A.    CHANGES IN REQUIREMENTS: In accordance with Section E, Paragraph 30,
            "Changes", various changes in contract requirements are indicated in
            this contract amendment as follows:

      B.    Section D, Paragraph 53, Compensation; remove references to CYE '04
            as follows:

            "The following risk factors will be included..."
            "RECONCILIATION OF PPC COSTS TO REIMBURSEMENT: AHCCCSA..."
            "RISK SHARING FOR TITLE XIX WAIVER MEMBERS: AHCCCSA..."

      C.    Section D, Paragraph 57, Reinsurance; remove reference to CYE '04
            as follows:

            The following table represents deductible and coinsurance levels:

      D.    Section D, Paragraph 30, Primary Care Provider Standards: The
            following language: "Beginning in CYE '05, AHCCCSA may develop a
            methodology to reimburse providers, such as clinics for the homeless
            and school based clinics, who provide primary care services to acute
            care members enrolled with the Contractor, but who are unable to
            fulfill the requirements to obtain a contract as a PCP. The
            Contractors will be responsible for payment of these services to
            either the clinics directly or to AHCCCSA."

            Is changed to: "Beginning in CYE '05, Contractors will work with
            AHCCCSA to develop a methodology to reimburse clinics for the
            homeless and school based clinics. AHCCCSA and Contractors will
            identify coordination of care processes and reimbursement mechanisms
            to be implemented by March 1, 2005. The Contractor will be
            responsible for payment of these services directly to the clinics."

      E.    Section D, Paragraph 39, Specialty Contracts: The following sentence
            in the second to last paragraph of this section is deleted:

            ".... AHCCCSA reserves the right to make direct payments to
            specialty contractors on behalf of the Contractor. ..."

      F.    Section D, Paragraph 73, Business Continuity and Recovery Plan:
            Delete the following sentence:

            "This plan is currently under review and will be placed in the
            Bidder's Library upon completion."


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                                                                     PAGE 2 OF 2

      G.    Attachment A, Minimum Subcontract Provisions, Paragraph 3)
            Certification of Compliance-Anti-Kickback and Laboratory Testing,
            change "Health Care Financing Administration" to "Centers for
            Medicare and Medicaid Services"

      H.    Attachment A, Minimum Subcontract Provisions: Change title of the
            Paragraph 14) to "General Indemnification"

      I.    Attachment A, Minimum Subcontract Provisions: Add paragraph 26)
            Offshore Performance of Work Prohibited:

            26) OFF SHORE PERFORMANCE OF WORK PROHIBITED
            Due to security and identity protection concerns, all services under
            this contract shall be performed within the borders of the United
            States. All storage and processing of information shall be performed
            within the borders of the United States. This provision applies to
            work performed by subcontractors at all tiers.

      J.    Attachment H (1), Enrollee Grievance System, Paragraph 28,2)
            Delete the following language
                  ".... the denial represents..."
            Insert the following language
                  "....that the requested service/treatment is ...."

            Attachment H (1), Enrollee Grievance System, Paragraph 32, 2) a)

            Insert the following language after "...enrollee's right to request
            a State fair hearing..."

            "...hearing (including the requirement that the enrollee must file
            the request for a hearing in writing) no later than....."

      K.    Attachment L, Cost Sharing Copayments: Change all non-emergent use
            of ER copayments from $5 to $1.

      L.    By signing this contract amendment, the Contractor is agreeing to
            the terms of the contract as amended.

NOTE: Please sign, date and    Gary L. Callahan, Contract Management Supervisor
return both originals to:      AHCCCS Contracts and Purchasing
                               701 E. Jefferson, MD 5700
                               Phoenix, AZ 85034

8. EXCEPT AS PROVIDED FOR HEREIN, ALL TERMS AND CONDITIONS OF THE ORIGINAL
CONTRACT NOT HERETOFORE CHANGED AND/OR AMENDED REMAIN UNCHANGED AND IN FULL
EFFECT.

IN WITNESS WHEREOF THE PARTIES HERETO SIGN THEIR NAMES IN AGREEMENT.

9. NAME OF CONTRACTOR:                10. ARIZONA HEALTH CARE COST CONTAINMENT
HEALTH CHOICE ARIZONA                 SYSTEM

SIGNATURE OF AUTHORIZED INDIVIDUAL:   SIGNATURE: /s/ Michael Veit
/s/ Carolyn  Rose                                ------------------------------
------------------------
TYPED NAME: CAROLYN ROSE              TYPED NAME: MICHAEL VEIT

TITLE: CHIEF EXECUTIVE OFFICER        TITLE: CONTRACTS AND PURCHASING
                                      ADMINISTRATOR

DATE                                  DATE: NOVEMBER 2, 2004