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                                                                   Exhibit 10.14
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of this ______
day of October, 1999, by and between JEFFREY L. MCWATERS (the "Employee") and
AMERIGROUP CORPORATION, a Delaware corporation with a principal place of
business at 4425 Corporation Lane, Suite 300, Virginia Beach, Virginia 23462
(the "Company").

                                    RECITALS:

         A. The Company and the Employee entered into an Employment Agreement
dated December 22, 1994 (the "Initial Agreement") pursuant to which the Employee
has rendered certain services for the Company.

         B. The Company and the Employee desire to continue the employment
relationship established by the Initial Agreement by amending and restating the
Initial Agreement in its entirety on the terms set forth below.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
covenants and obligations herein contained, the parties hereto agree that the
Initial Agreement is hereby amended and restated as follows:

         1. Position and Responsibilities.

                  (1) Chairman, President and Chief Executive Officer. During
the term of this Agreement (described in Section 4 below), the Employee agrees
to serve as Chairman of the Board of Directors, President and Chief Executive
Officer of the Company. The Employee shall at all times report to, and his
activities shall at all times be subject to the direction and control of, the
Board of Directors of the Company, and the Employee shall exercise such powers
and comply with and perform, faithfully and to the best of his ability, such
directions and duties in relation to the business and affairs of the Company as
may from time to time be vested in or reasonably requested of him by the Board
of Directors. The Employee agrees to devote substantially all of his business
time, attention and services to the diligent, faithful and competent discharge
of such duties for the successful operation of the Company's business.

                  (2) Director Nomination. During the term of this Agreement and
so long as the Employee is employed by the Company, the Board of Directors of
the Company shall designate and nominate the Employee as a director of the
Company and, if elected by the stockholders of the Company, the Employee shall
accept such position and diligently perform the duties arising from such
position. The Board of Directors of the Company will use its best efforts to
cause the Employee to be elected as a director and Chairman of the Board of
Directors after such nomination in accordance with this
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Section 1(B).


         2. Compensation: Salary, Bonuses, Equity Participation and Other
Benefits. During the term of this Agreement, the Company shall pay the Employee
the following compensation, including the following salary, bonus and other
fringe benefits:

                  (1) Salary. In consideration of the services to be rendered by
the Employee to the Company, the Company will pay to the Employee an annual
salary of $325,000 (the Employee's "Base Salary"), as such Base Salary may be
adjusted from time to time. Such salary shall be payable in accordance with the
Company's customary practices for executive compensation as such practices shall
be established or modified from time to time. Salary payments shall be subject
to all applicable federal and state withholding, payroll and other taxes.

                  (2) Fringe Benefits. The Employee will be entitled to
participate on the same basis with all other management employees of the Company
in the Company's standard benefits package generally available for senior
management, as well as all other officers and employees of the Company. During
his employment, the Employee will be entitled to obtain reimbursement on an
after tax basis for (or have the Company directly pay) the amount necessary to
pay the premiums and taxes related thereto on a standard $1 million term life
insurance policy, payable at the Employee's death to his designated beneficiary.
In the event the Company pays the premium directly, the Company shall indemnify
the Employee on an after tax basis for all taxes incurred by the Employee on the
Company paid premiums.

                  (3) Performance Based Bonus. In addition to the amounts
payable under Section 2(A), above, the Employee shall be eligible to receive a
bonus of up to one hundred percent (100%) of his Base Salary in effect at such
time, provided the Employee continues to be employed by the Company at such
time. The bonus plan shall be based on the Company's achievement of certain
goals and objectives which shall be mutually agreed upon in good faith by the
parties.

                  (4) Business Expenses. The Company shall reimburse the
Employee for reasonable and necessary out-of-pocket expenses incurred in
connection with his duties hereunder, including, without limitation, business
travel on behalf of the Company, including, without limitation, lodging and
transportation expenses incurred in connection with such business trips. The
Employee agrees to provide accurate and itemized expense records so that the
Company may receive the benefit of any and all applicable tax deductions with
respect thereto, and the Company agrees to provide reimbursement within a
reasonable time after receipt of such documentation.


         3. Annual Performance Review. On or about each anniversary of the date
hereof,


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while this Agreement shall remain in effect, the Board of Directors and the
Employee shall in good faith review the performance by, and the compensation to,
the Employee for the prior year and the proposed performance by, and
compensation to, the Employee for the then forthcoming year. Any future
agreements regarding salary, bonus, equity participation, fringe benefits and
other material benefits and terms of this Agreement shall be subject to approval
by the Board of Directors and the agreement of the Employee.


         4. Term. The term of this Agreement shall commence on the date first
above written and shall terminate on the earlier to occur of (i) three (3) years
from the date hereof, (ii) the death, physical incapacity or mental incompetence
of the Employee, or (iii) the occurrence of any of the circumstances described
in Section 5 hereof. For the purposes of this Agreement, the Employee shall be
deemed to have suffered physical incapacity or mental incompetence if the
Employee is unable to perform his duties hereunder for any ninety (90) work days
out of any 365-day period.


         5. Termination. The Employee's term of employment under this Agreement
may be terminated pursuant to clause (iii) of the first sentence of Section 4 as
follows:

                  (1) At the Employee's Option: The Employee may terminate his
employment, with or without cause, at any time upon at least thirty (30) days'
advance written notice to the Company. In the event of termination at the
Employee's option, the Employee shall not be entitled to any severance or other
termination benefits after the expiration of the said thirty (30) day period.

                  Subject to the Company's right to terminate the Employee
pursuant to Sections 5(B) and 5(C) below, the Employee may terminate his
employment hereunder upon the occurrence of "Changed Circumstances," as
hereinafter defined, upon written notice to the Company. For the purposes of
this Section 5, "Changed Circumstances" shall mean a significant reduction in
the nature or scope of the Employee's responsibilities, authority, powers,
functions or duties as President and Chief Executive Officer of the Company,
including, without limitation, a change due to the Board of Directors having
hired another senior executive officer to whom the Employee is requested by the
Board of Directors to report. In the event that the Employee terminates his
employment because of Changed Circumstances pursuant to this Section 5(A), the
Employee shall be entitled to severance payments from the Company as determined
in accordance with Section 5(C) below.

                  (2) At the Election of the Company for Cause. The Company may,
immediately and unilaterally, terminate the Employee's employment hereunder "for
cause" at any time during the term of this Agreement upon thirty (30) days'
prior written notice to the Employee. Termination of the Employee's employment
by the Company shall constitute a termination "for cause" under this Section
5(B) if such termination is


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for one or more of the following causes, as determined by the Board of Directors
of the Company by a resolution duly adopted by two-thirds (2/3) of its members
(excluding the Employee):

                           (1) the substantial and continuing gross and willful
failure of the Employee to render services to the Company in accordance with his
obligations under this Agreement, which failure materially and adversely affects
or could materially and adversely affect the business, prospects, financial
condition, operations, property or affairs of the Company, after thirty (30)
days' notice from the Board of Directors of the Company, such notice setting
forth in reasonable detail the nature of such failure, if the Employee fails to
cure such failure within thirty (30) days notice from the Company, if such
failure is capable of cure;

                           (2) dishonesty, gross negligence, or breach of
fiduciary duty by the Employee;

                           (3) the commission by the Employee of an act of fraud
or embezzlement, as found by a court of competent jurisdiction, which results in
material loss, damage or injury to the Company, whether directly or indirectly,
or the commission by the Employee of any other action with the intent to injure
materially the Company which could, in the reasonable opinion of the Board of
Directors, result in material harm to the Company;

                           (4) the conviction by the Employee of a felony,
either in connection with the performance of his obligations hereunder or which
may, in the reasonable opinion of the Board of Directors, have a material
adverse effect on the Employee's ability to perform his obligations hereunder;
or

                           (5) the material breach of the terms of this
Agreement, provided the Company provides the Employee with adequate notice of
such breach and the Employee fails to cure such breach, if the breach is
reasonably curable, within thirty (30) days after receipt of such notice.

                  In the event of a termination "for cause" pursuant to the
provisions of clauses (i) through (v) above, inclusive, the Employee shall not
be entitled to severance or other termination benefits except as may be required
by law.


                  (3) At the Election of the Company for Reasons Other than for
Cause. The Company may, immediately and unilaterally, terminate the Employee's
employment hereunder at any time during the term of this Agreement without cause
by giving thirty (30) days' advance written notice to the Employee of the
Company's election to terminate. During such thirty-day period, the Employee
shall be available on a full-time basis for the benefit of the Company to assist
the Company in making the transition to a


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new, successor officer of the Company. In the event the Employee terminates his
employment with the Company because of Changed Circumstances pursuant to Section
5(A) above or the Company exercises its right to terminate the Employee under
this Section 5(C), the Company agrees to pay or provide, as applicable, the
Employee with the following severance benefits: (i) monthly severance payment(s)
based upon the monthly amount of the Employee's then-current Base Salary, which
payment(s) shall be made for a period of twelve (12) consecutive months
commencing upon the date of the Employee's termination, (ii) an additional
amount equal to the highest annual bonus paid to the Employee by the Company
pursuant to Section 2(C) above in the three (3) years immediately preceding such
termination, which shall be payable in one lump sum within thirty (30) days of
such termination, and (iii) medical and other health insurance benefits as
provided for in Section 2(B) above for a period of twelve (12) consecutive
months commencing upon the date of such termination, provided, however, that
such twelve-month period shall be counted against any COBRA continuation
coverage period to which Employee is otherwise entitled. The foregoing severance
payments shall be subject to all applicable federal and state withholding,
payroll and other taxes. In addition, for a period of six (6) months after the
date of such termination, the Company shall provide the Employee with access to
an office, telephone, facsimile, secretarial service and such other
administrative assistance and/or staff as the Employee may reasonably request.
Except as expressly set forth in this Section 5(C), the Company shall not have
any further obligations to the Employee in the event of the Employee's
termination under this Section 5(C), except such further obligations as may be
imposed by law.

                  (4) Because of Change of Control of the Company.
Notwithstanding the provisions of Section 5(C) above, if during the period
beginning four (4) months prior to and ending twelve (12) months after a Change
of Control (defined below), (i) the Employee's employment is terminated for
reasons other than cause (as defined above) or the Employee is not offered
employment by the acquiring corporation in a comparable position with a
comparable salary and term, and an office in the Hampton Roads area of Virginia,
or (ii) the Employee terminates his employment because of Changed Circumstances,
the Company shall (x) pay to the Employee, in lieu of the compensation specified
in Section 5(C) above, severance pay (subject to any applicable payroll or other
taxes required to be withheld) equal to (1) the amount of his then current gross
annual Base Salary plus (2) an amount equal to the highest annual bonus paid to
the Employee by the Company pursuant to Section 2(C) above in the three (3)
years immediately preceding such termination, and (y) except as provided below,
provide the Employee with medical and other health insurance benefits as
provided for in Section 2(B). Notwithstanding the preceding sentence, the amount
payable under this Section 5(D) shall be reduced to the extent necessary, if
any, to avoid characterization of the severance pay (and of any other amounts
payable to the Employee which are contingent upon a change in control within the
meaning of Section 280G of the Internal Revenue Code of 1986 (the "Code")) as a
"parachute payment" within the meaning of Code Section 280G. Severance pay
pursuant to this Section


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5(D) shall be paid by the Company in cash (except to the extent that the
Employee and the Company agree that it shall be paid in other property) and
shall be paid, at the election of the Employee, (i) in one lump sum on or before
the Employee's last day of employment, or (ii) in consecutive equal monthly
installments over not more than twelve (12) months following the month in which
termination occurs, payable on the first day of each such month; provided,
however, that the medical and other health insurance benefits provided for under
this Section 5(D) shall not be available to Employee in the event the Employee
elects to receive a lump sum severance payment, and in any event such benefits
shall be available only for the twelve-month period of time that the Employee
receives monthly severance payments hereunder. The parties hereto intend that
the severance pay described in this Section 5(D) shall not exceed the
limitations set forth in Section 280G of the Code and the regulations
thereunder, and that such severance pay will not give rise to a "parachute
payment" under that statute. Accordingly, the provisions of this Section 5(D)
are to be interpreted in a manner which does not give rise to a parachute
payment under Code Section 280G.

                  (1) For purposes of this Agreement, a "Change of Control" of
the Company shall be deemed to have occurred in the event of any of the
following:

                           (1) The acquisition by any "person" or "group" (as
defined in or pursuant to Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (other than the Company, any
subsidiary thereof or any employee benefit plan of the Company or a subsidiary),
directly or indirectly, as "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act) of securities of the Company representing twenty percent (20%)
or more of either the then outstanding shares or the combined voting power of
the then outstanding securities of the Company;

                           (2) Either a majority of the directors of the Company
elected at the Company's annual stockholders meeting shall have been nominated
for election other than by or at the direction of the "incumbent directors" of
the Company, or the "incumbent directors" shall cease to constitute a majority
of the directors of the Company. The term "incumbent director" shall mean any
director who was a director of the Company on the date hereof and any individual
who becomes a director of the Company subsequent to the date hereof and who is
elected or nominated by or at the direction of at least two-thirds (2/3) of the
then incumbent directors;

                           (3) The shareholders of the Company approve (x) a
merger, consolidation or other business combination of the Company with any
other "person" or "group" (as defined in or pursuant to Sections 13(d) and 14(d)
of the Exchange Act) or affiliate thereof, other than a merger or consolidation
that would result in the outstanding common stock of the Company immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into common stock of


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the surviving entity or a parent or affiliate thereof) more than fifty percent
(50%) of the outstanding common stock of the Company or such surviving entity or
a parent or affiliate thereof outstanding immediately after such merger,
consolidation or other business combination, or (y) a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets; or

                           (4) Any other event or circumstance which is not
covered by the foregoing subsections but which the Board of Directors of the
Company determines to affect control of the Company and with respect to which
the Board of Directors adopts a resolution that the event or circumstance
constitutes a Change of Control for purposes of this Agreement.

                  (2) The date of a Change of Control under Section 5(D)(i)
above is the date on which an event described in Sections 5(D)(i)(a),
5(D)(i)(b), 5(D)(i)(c) or 5(D)(i)(d) above occurs.

                  (3) If, following a Change of Control and a dispute with the
Company regarding the terms of this Section 5(D) and any related provision of
this Agreement, the Employee collects any part or all of the severance pay
provided under this Section 5(D) by or through the assistance of legal counsel,
the Company will pay all costs of any such collection or enforcement, including
reasonable attorneys' fees and other out of pocket expenses incurred by the
Employee, up to that point when the Company offered to settle the dispute for an
amount equal to the amount that the Employee is entitled to recover.

                  (4) The payments described in this Section 5(D) will be due
the Employee regardless of any subsequent employment obtained by the Employee.

                  (5) Benefits if Agreement Terminated Due to Death or
Disability. In the event this Agreement shall terminate pursuant to clause (ii)
of the first sentence of Section 4 due to the death of the Employee, the Company
shall not be obligated to pay the estate of the Employee any salary or bonus
other than salary and bonus then in arrears. In the event this Agreement shall
terminate pursuant to clause (ii) of the first sentence of Section 4 due to the
Employee's physical incapacity or mental incompetence (as defined in Section 4
above), the Company shall pay and provide the Employee the severance benefits
required under Section 5(C) for a period of twelve (12) consecutive months
commencing upon the date of such termination, provided, however, the Company
shall be entitled to reduce the cash payments so required by the amount of any
disability payments received by the Employee under any disability policy
maintained by the Company for Employee. The provisions of this Section 5(E)
shall survive the termination of this Agreement by reason of the death, physical
incapacity or mental incompetence of the Employee.


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         6. Noncompetition, Nondisclosure and Developments Agreement. In
connection with his employment by the Company, the Employee acknowledges having
executed a Noncompetition, Nondisclosure and Developments Agreement, the terms
and conditions of which are incorporated herein by reference.

         7. Indemnification of the Employee.

                  (1) Non-Exclusivity. The rights of the Employee hereunder
shall be in addition to any other rights the Employee may have under the
Company's Certificate of Incorporation or Bylaws or the Delaware General
Corporation law or otherwise. To the extent that a change in the Delaware
General Corporation Law (whether by statute or judicial decision) permits
greater indemnification by agreement than would be afforded currently under the
Company's Certificate of Incorporation or Bylaws or this Agreement, to the
fullest extent permitted by law it is the intent of the parties hereto that the
Employee shall enjoy by this Agreement the greater benefits so afforded by such
change immediately upon the occurrence of such change without further action by
the Company or the Employee.

                  (2) Basic Indemnification Agreement.

                           (1) In the event the Employee was, is or becomes a
party to or witness or other participant in, or is threatened to be made a party
to or witness or other participant in, a Claim (defined below) by reason of (or
arising in part out of) an Indemnifiable Event (defined below), the Company
shall indemnify the Employee to the fullest extent not prohibited by law, as
soon as practicable but in any event no later than thirty (30) days after
written demand is presented to the Company, against any and all Expenses
(defined below), judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses, judgments, fines, penalties or
amounts paid in settlement) of such Claim. Notwithstanding anything in this
Agreement to the contrary, prior to a Change in Control (as defined above) the
Employee shall not be entitled to indemnification pursuant to this Agreement in
connection with any Claim initiated by the Employee against the Company or any
director or officer of the Company unless the Company has joined in or consented
to the initiation of such Claim. If so requested by the Employee, the Company
shall advance to the Employee (within twenty (20) days of such request) any and
all Expenses (an "Expense Advance").

                           (2) Notwithstanding the foregoing, (a) the
obligations of the Company under Section 7(B)(i) shall be subject to the
condition that any Reviewing Party (defined below) shall not have determined (in
a written opinion, in any case in which the Special Independent Counsel referred
to in Section 7(C) below is involved) that the Employee would not be permitted
to be indemnified under applicable law, and (b) the obligation of the Company to
make an Expense Advance pursuant to Section 7(B)(i) shall be subject


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to the condition that if, when and to the extent that any Reviewing Party
determines that the Employee would not be permitted to be so indemnified under
applicable law, the Company shall be entitled to be reimbursed by the Employee
(who hereby agrees to reimburse the Company) for all such amounts theretofore
paid; provided, however, that if the Employee has commenced legal proceedings in
a court of competent jurisdiction to secure a determination that the Employee
should be indemnified under applicable law, any determination made by a
Reviewing Party that the Employee would not be permitted to be indemnified under
applicable law shall not be binding and the Employee shall not be required to
reimburse the Company for any Expense Advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed). If there has not been a Change in
Control, a Reviewing Party shall be selected by the Board of Directors, and if
there has been such a Change in Control, a Reviewing Party shall be the Special
Independent Counsel referred to in Section 7(C) below. If there has been no
appointment or no determination by a Reviewing Party or if a Reviewing Party
determines that the Employee substantively would not be permitted to be
indemnified in whole or in part under applicable law, the Employee shall have
the right to commence litigation in any court in the Commonwealth of Virginia
having subject matter jurisdiction thereof and in which venue is proper seeking
an initial determination by the court or challenging any such determination by
the court or challenging any such determination by the Reviewing Party or any
aspect thereof, including the legal or factual basis therefor, and the Company
hereby consents to service of process and to appear in any such proceeding. Any
determination by the Reviewing Party otherwise shall be conclusive and binding
on the Company and the Employee.

                  (3) Change in Control. The Company agrees that if there is a
Change in Control, then with respect to all matters thereafter arising
concerning the rights of the Employee to indemnity payments and Expense Advances
under this Agreement, the Company's Certificate of Incorporation or Bylaws, or
any other agreement now or hereafter in effect relating to Claims for
Indemnifiable Events, the Company shall seek legal advice only from "Special
Independent Counsel" selected by the Employee and approved by the Company (which
approval shall not be unreasonably withheld), and who has not otherwise
performed services for the Company or the Employee within the last five (5)
years (other than in connection with such matters). Such Special Independent
Counsel, among other things, shall render its written opinion to the Company and
the Employee as to whether and to what extent the Employee would be permitted to
be indemnified under applicable law. The Company agrees to pay the reasonable
fees of the Special Independent Counsel referred to above and may fully
indemnify such Special Independent Counsel against any and all expenses
(including attorneys' fees), claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.

                  (4) Establishment of Trust. In the event of a Potential Change
in Control or a


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Change in Control, the Company shall, upon written request by the Employee,
create a "Trust" for the benefit of the Employee and from time to time upon
written request of the Employee shall fund such Trust in an amount sufficient to
satisfy any and all Expenses reasonably anticipated at the time of each such
request to be incurred in connection with investigating, preparing for and
defending any Claim relating to an Indemnifiable Event, and any and all
judgments, fines, penalties and settlement amounts of any and all Claims
relating to an Indemnifiable Event from time to time actually paid or claimed,
reasonably anticipated or proposed to be paid. The amount or amounts to be
deposited in the Trust pursuant to the foregoing funding obligation shall be
determined by a Reviewing Party in any case in which the Special Independent
Counsel referred to above is involved. The terms of the Trust shall provide that
upon a Change in Control (i) the Trust shall not be revoked or the principal
thereof invaded without the written consent of the Employee, (ii) the Trustee
shall advance, within two (2) business days of a request by the Employee, any
and all Expenses to the Employee (and the Employee hereby agrees to reimburse
the Trust under the circumstances under which the Employee would be required to
reimburse the Company under Section 7(B)(ii) above), (iii) the Trust shall
continue to be funded by the Company in accordance with the funding obligation
set forth above, (iv) the Trustee shall promptly pay to the Employee all amounts
for which the Employee shall be entitled to indemnification pursuant to this
Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert
to the Company upon a final determination by the Reviewing Party or a court of
competent jurisdiction, as the case may be, that the Employee has been fully
indemnified under the terms of this Agreement. The Trustee shall be a bank or
trust company or other individual or entity chosen by the Employee and
acceptable to and approved of by the Company. Nothing in this Section 7(D) shall
relieve the Company of any of its obligations under this Agreement.

                  (5) Indemnification for Additional Expenses. To the fullest
extent not prohibited by law, the Company shall indemnify the Employee against
any and all Expenses and, if requested by the Employee, shall (within two (2)
business days of such request) advance to the Employee such Expenses as are
incurred by the Employee in connection with any Claim asserted against or action
brought by the Employee for (i) indemnification or an advance payment of
Expenses by the Company under this Agreement, the Company's Bylaws or
Certificate of Incorporation or any other agreement now or hereafter in effect
relating to Claims for Indemnifiable Events, and/or (ii) recovery under any
directors' and officers' liability insurance policies maintained by the Company,
regardless of whether the Employee ultimately is determined to be entitled to
such indemnification, advance payment of Expenses or insurance recovery, as the
case may be.

                  (6) Partial Indemnity. If the Employee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion, but not all, of any Expenses, judgments, fines, penalties or amounts
paid in settlement of a Claim, the


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Company shall nevertheless indemnify the Employee for that portion thereof to
which the Employee is entitled. Moreover, notwithstanding any other provision of
this Agreement, to the extent that the Employee is or has been successful on the
merits or otherwise in defense of any and all Claims relating in whole or in
part to an Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, the Employee shall be indemnified against
all Expenses incurred in connection therewith. In connection with any
determination by the Reviewing Party or otherwise as to whether the Employee is
entitled to be indemnified hereunder, the burden of proof shall be on the
Company to establish that the Employee is not so entitled.

                  (7) No Presumption. For purposes of this Agreement, to the
fullest extent permitted by law, the termination of any Claim, action, suit or
proceeding, by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that the Employee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

                  (8) Liability Insurance. To the extent the Company shall
maintain an insurance policy or policies providing directors' and officers'
liability insurance, the Employee shall be covered by such policy or policies,
in accordance with its or their terms, to the maximum extent of the coverage
available for any director or officer of the Company.

                  (9) Period of Limitations. No legal action shall be brought
and no cause of action shall be asserted by or in the right of the Company or
any affiliate of the Company against the Employee, the Employee's spouse, heirs,
executors or personal or legal representatives after the expiration of two (2)
years from the date of accrual of such cause of action, and any claim or cause
of action of the Company or its affiliates shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such two
(2) year period.

                  (10) Subrogation. In the event of payment by the Company under
this Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of recovery of the Employee, who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Company
effectively to bring suit to enforce such rights.

                  (11) Definitions. For the purposes of this Section 7, the
following terms shall have the meanings specified below:

                           (1) "Claim". Any threatened, pending or completed
action, suit, investigation or proceeding, and any appeal thereof, whether
civil, criminal,


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administrative or investigative and/or any inquiry or investigation, whether
conducted by the Company or any other party that the Employee in good faith
believes might lead to the institution of any such action.

                           (2) "Expenses". Include attorneys' fees and all other
costs, expenses, and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in any Claim
relating to any Indemnifiable Event.

                           (3) "Indemnifiable Event". Any event, occurrence or
circumstance related to the fact that the Employee is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by the Employee in any such capacity.

                           (4) "Potential Change in Control". Shall be deemed to
have occurred if (a) the Company enters into an agreement or arrangement, the
consummation of which would result in the occurrence of a Change in Control; (b)
any person (including the Company) publicly announces an intention to take or to
contemplate taking actions which if consummated would constitute a Change in
Control; (c) any person (other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company acting in such capacity
or a corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the
Company), who is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing ten percent (10%) or more of the combined
voting power of the Company's then outstanding Voting Securities increases his
beneficial ownership of such securities by five percent (5%) or more over the
percentage so owned by such person on the date hereof; or (d) the Board of
Directors adopts a resolution to the effect that, for purposes of this
Agreement, a Potential Change in Control has occurred.

                           (5) "Reviewing Party". Any appropriate person or body
consisting of a member or members of the Company's Board of Directors, including
the Special Independent Counsel referred to in Section 7(C) (or, to the fullest
extent permitted by law, any other person or body appointed by the Board of
Directors), who is not a party to the particular claim for which the Employee is
seeking indemnification.

                           (6) "Voting Securities". Any securities of the
Company which vote generally in the election of directors.

         8. Consent and Waiver by Third Parties. The Employee hereby represents
and warrants that he has obtained all waivers and/or consents from third parties
which are


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necessary for his employment with the Company on the terms and conditions set
forth herein and to execute and perform this Agreement without being in conflict
with any other agreement, obligation or understanding with any such third party.
The Employee represents that he is not bound by any agreement or any other
existing or pervious business relationship which conflicts with, or may conflict
with, the performance of his obligations hereunder or prevent the full
performance of his duties and obligations hereunder.

         9. Governing Law. This Agreement, the employment relationship
contemplated herein and any claim arising from such relationship, whether or not
arising under this Agreement, shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Virginia, except for the rights,
privileges and obligations with respect to the indemnity provisions set forth in
Section 7 which shall be governed by and construed in accordance with the
internal laws of the State of Delaware.

         10. Severability. In case any one or more of the provisions contained
in this Agreement for any reason shall be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed and reformed to the maximum extent permitted by law.

         11. Waivers and Modifications. This Agreement may be modified, and the
rights, remedies and obligations contained in any provision hereof may be
waived, only in accordance with this Section 11. No waiver by either party of
any breach by the other or any provision hereof shall be deemed to be a waiver
of any later or other breach thereof or as a waiver of any other provision of
this Agreement. This Agreement sets forth all of the terms of the understanding
between the parties with reference to the subject matter set forth herein and
may not be waived, changed, discharged or terminated orally or by any course of
dealing between the parties, but only by an instrument in writing signed by the
party against whom any waiver, change, discharge or termination is sought. No
modification or waiver by the Company shall be effective without the consent of
at least two-thirds (2/3) of the members of the Board of Directors then in
office at the time of such modification or waiver.

         12. Assignment. The Employee acknowledges that the services to be
rendered by him hereunder are unique and personal in nature. Accordingly, the
Employee may not assign any of his rights or delegate any of his duties or
obligations under this Agreement. The rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be binding upon,
the successors and assigns of the Company.

         13. Acknowledgments. The Employee hereby acknowledges and recognizes
that the enforcement of any of the provisions in this Agreement and the
Noncompetition,


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Nondisclosure and Developments Agreement executed herewith may potentially
interfere with the Employee's pursuit of livelihood. The Employee recognizes and
agrees that the enforcement of the Noncompetition, Nondisclosure and
Developments Agreement is necessary to ensure the preservation, protection and
continuity of the business, trade secrets and goodwill of the Company. The
Employee agrees that, due to the proprietary nature of the Company's business,
the restrictions set forth in the Noncompetition, Nondisclosure and Developments
Agreement are reasonable as to time and scope.

         14. Entire Agreement. This Agreement constitutes the entire
understanding of the parties relating to the subject matter hereof and
supersedes and cancels all agreements, written or oral, made prior to the date
hereof between the Employee and the Company relating to employment, salary,
bonus, or other compensation of any description, equity participation, pension,
post-retirement benefits, severance or other remuneration.

         15. Notices. All notices hereunder shall be in writing and shall be
delivered in person or mailed by certified or registered mail, return receipt
requested, addressed as follows:

         If to the Company, to:    AMERIGROUP Corporation
                                   4425 Corporation Lane, Suite 300
                                   Virginia Beach, Virginia  23462
                                   Attention: Stanley F. Baldwin, Sr.
                                              Vice President and General Counsel

         If to the Employee, to:   Jeffrey L. McWaters
                                   AMERIGROUP Corporation
                                   4425 Corporation Lane, Suite 300
                                   Virginia Beach, Virginia  23462

         with a copy to:           Jeffrey L. McWaters
                                   3204 Nine Elms Road
                                   Virginia Beach, Virginia  23452

         16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         17. Section Headings. The descriptive section headings herein have been
inserted for convenience only and shall not be deemed to define, limit, or
otherwise affect the construction of any provision hereof.

         18. Arbitration. The parties shall submit any dispute relating to this
Agreement to


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arbitration by notifying the other party hereto, in writing, of such dispute.
Within ten (10) days after receipt of such notice, the parties shall designate
in writing one arbitrator to resolve the dispute; provided, that if the parties
cannot agree on an arbitrator within such 10-day period, the arbitrator shall be
selected by the American Arbitration Association. The arbitrator so designated
shall not be an employee, consultant, officer, director or stockholder of any
party hereto or any affiliate of any party to this Agreement. The arbitration
shall be governed by the rules of the American Arbitration Association;
provided, that the arbitrator shall have sole discretion with regard to the
admissibility of evidence. The arbitrator shall rule on each disputed issue. All
rulings of the arbitrator shall be in writing and shall be delivered to the
parties hereto. Any arbitration pursuant to this Section 18 shall be conducted
in Virginia Beach, Virginia. Any arbitration award may be entered in and
enforced by any court having jurisdiction thereover and the parties hereby
consent and commit themselves to the jurisdiction of the courts of the
Commonwealth of Virginia for purposes of the enforcement of any arbitration
award. The arbitrator may proceed to an award notwithstanding the failure of the
other party to participate in the proceedings. The prevailing party shall be
entitled to an award of reasonable attorneys' fees incurred in connection with
the arbitration in such amount as may be determined by the arbitrators. The
award of the arbitrator shall be the sole and exclusive remedy of the parties
and shall be enforceable in any court of competent jurisdiction. Notwithstanding
the foregoing, the parties shall be entitled to seek injunctive relief or other
equitable remedies from any court of competent jurisdiction.




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         IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written as an instrument under seal.

AMERIGROUP CORPORATION              EMPLOYEE:



                                    Jeffrey L. McWaters
                                    ----------------------
                                    Print Name




By: Jeffrey L. McWaters
    ----------------------
                                    Signature
Title: President
       ----------



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