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                                                                 EXHIBIT 10.26.1
                            CONTRACT NO. 2002-2003-02
                                  AMENDMENT #2

THIS AMENDMENT, entered into between the State of Florida, Department of Elder
Affairs hereinafter referred to as the "department," the Agency for Health Care
Administration hereinafter referred to as the "agency," and Amerigroup Florida,
Inc., hereinafter referred to as the "contractor," amends contract number
2002-2003-02.

It is the intent of the department and the agency to extend this contract for a
period of six (6) months, through December 31, 2003. The statement of work and
terms and conditions under which the contractual services will be provided are
to remain identical to those contained. In the first year of the contact except
for those sections being amended below. The provider qualification requirements
and payments sections of this contract are hereby revised to concur with Waiver
0315, Nursing Home Diversion and clarify the process for adjudicating payments
and determining the capitation rates, respectively.

1.       Section II. A., of the Standard Contract, is hereby amended to read as
         follows:

         To pay for contracted services according to the conditions of this
         contract in an amount not to exceed $31,081. 255,00 subject to the
         availability of funds.

2.       Section III.A.2., of the Standard Contract, is hereby amended to read
         as follows:

         This contract shall end on December 31, 2003.

3.       Attachment I, Section 4.6; the following referenced paragraphs replace
         the original paragraphs:

         A.       ADULT COMPANION SERVICES: Providers must be employed by a
                  licensed home health agency pursuant to Chapter 400, Part IV,
                  Florida Statutes, or have a certificate of registration issued
                  by the Agency for Health Care Administration pursuant to
                  Section 400.509, Florida Statutes, or be a Community Care for
                  the Elderly (CCE) provider as defined in Section 430.203,
                  Florida Statutes and registered in accordance with Section
                  400.509, Florida Statutes.

         D.       CASE MANAGEMENT SERVICES: Providers must be a registered
                  nurse, or have a bachelor's degree in social work,
                  sociology, psychology, gerontology or a related field, and
                  have experience in geriatric case management, and complete
                  four hours of in-service training annually.

         E.       CHORE SERVICES: Providers must be a lead agency as defined in
                  Section 430.203(9), Florida Statutes; a home health agency
                  licensed in accordance with Chapter 400, Part IV, Florida
                  Statutes; a pest control agency licensed pursuant to
                  Section 482.071, Florida Statutes; a general contractor
                  licensed to do home repair pursuant to Section 489.131,
                  Florida statutes; or a person, employed by or under the direct
                  supervision of the contractor, who the contractor has
                  confirmed is qualified by training or experience to provide
                  chore services and who has received the following training:

                  1. Safety and home accident prevention

               CONTRACT NO. 2002-2003-02, AMENDMENT 2, PAGE 1 OF 4
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                            CONTRACT NO. 2002-2003-02
                                  AMENDMENT #2

                  2. Enrollee record confidentiality

                  3. Project policies and procedures

                  4. Background and purpose of the program

                  5. Emergency procedures in the event of a crisis during the
                     course of work

                  6. House and yard cleaning and sanitation

                  7. Simple repairs and the use of related tools and equipment

                  8. Aging process and first aid

         F.       CONSUMABLE MEDICAL SUPPLY SERVICES: Providers must be
                  pharmacies or drug stores permitted under Section 465.022,
                  Florida Statutes; home medical equipment providers licensed
                  pursuant to Chapter 400, Part X, Florida Statutes; or home
                  health agencies licensed pursuant to Chapter 400, Part IV,
                  Florida Statutes.

         I.       FAMILY TRAINING SERVICES: Providers must be home health
                  agencies licensed pursuant to Chapter 400, Part IV. Florida
                  Statutes; lead agencies as defined in Section 430.203(9),
                  Florida Statutes; or medical practitioners licensed under
                  Chapters 464 or 491, Florida Statutes, providing training or
                  counseling within the scope of their practice.

         J.       FINANCIAL ASSESSMENT/RISK REDUCTION SERVICES: Providers must
                  be home health agencies licensed pursuant to Chapter 400, Part
                  IV, Florida Statutes: lead agencies as defined in Section
                  430.203(9): persons confirmed to be qualified to perform the
                  service by experience and training, such as certified
                  financial planners, bank employees, or individual bookkeepers;
                  qualified persons employed by or working under the direct
                  supervision of the contractor.

         K.       HOME DELIVERED MEAL PROVIDERS: Providers must be lead agencies
                  as defined in Section 430.203(9), Florida Statutes with a
                  contract or referral agreement for the preparation of meals;
                  employed by or under subcontract with the contractor, and meet
                  the food service standards as defined in Chapters 500 and 509,
                  Florida Statutes: Older Americans Act providers as defined in
                  Chapters 58A-1, Florida Administrative Code (FAC).

         P.       RESPITE CARE PROVIDERS: Providers must be employed by a
                  licensed home health agency pursuant to Chapter 400, Part IV,
                  Florida Statutes; have a certificate of registration issued by
                  the Agency for Health Care Administration pursuant to Section
                  400.509, Florida Statutes; be lead agencies as defined in
                  Section 430.203(9), Florida Statutes; Adult Day Care Centers
                  licensed pursuant to Chapter 400, Part V, Florida Statutes:
                  Assisted Living Facilities licensed pursuant to Chapter 400,
                  Part III, Florida Statutes; Nursing Facilities licensed
                  pursuant to Chapter 400, Part II, Florida Statutes.

4.       Attachment 1, Section 10 is hereby amended to read as follows:

               CONTRACT NO. 2002-2003-02, AMENDMENT 2, PAGE 2 OF 4

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                            CONTRACT NO. 2002-2003-02
                                  AMENDMENT #2

10.1     PAYMENT TO CONTRACTOR

         The agency, through the Medicaid Fiscal agent, will make payment to the
         contractor on a monthly basis for the contractor's satisfactory
         performance of its duties and responsibilities as set forth in the
         project contract.

10.2     CAPITATION RATES

              A.       The capitation rate paid to the contractor is indicated
                       in Attachment IV. The agency and department, working in
                       conjunction with a licensed actuary, shall review and, if
                       necessary, recalculate the capitation rate. Legislatively
                       mandated changes in Medicaid services will also be
                       considered in reviewing the capitation rate. If as a
                       result of the review, the capitation rate is
                       recalculated, notice shall be provided to the contractor.
                       The contractor shall have 30 days to comment on the
                       proposed recalculated capitation rate.

              B.       The contractor and the agency acknowledge that the
                       capitation rate paid under this contract as specified in
                       Attachment IV of this contract, is subject to approval by
                       the federal government.

              C.       The capitation rate to be paid will not exceed that
                       amount which would have been paid, on an aggregate basis,
                       by Medicaid under fee-for-service for the same services
                       to a demographically similar population of recipients.

10.3     PAYMENT IN FULL

         Unless otherwise specified in this contract, the contractor must
         accept the capitation payment received each month as payment in full
         for all services provided to enrollees covered under this contract and
         the administrative costs incurred by the contractor in providing or
         arranging for such services.

10.4     CAPITATION PAYMENT ADJUSTMENTS

              A.       Adjustments to funds previously paid and to be paid may
                       be required. Funds previously paid will be adjusted when
                       capitation payment(s) are determined to have been in
                       error, or an error is made in enrolling an ineligible
                       person. In such events, the contractor agrees to refund
                       any overpayment and the agency agrees to pay any
                       underpayment.

              B.       The agency agrees to reflect changes in the Medicaid
                       fee-for-service program. The rate of payment and total
                       dollar amount may be adjusted with a properly executed
                       amendment when Medicaid fee-for-service expenditure
                       changes have been established through the appropriations
                       process and subsequently identified in the agency's
                       operating budget. Legislatively mandated changes will
                       take effect on the dates specified in the legislation.

10.5     PAYMENT ERRORS

         Contractors are expected to carefully prepare all monthly payment are
         requests for submission. If after preparation and electronic
         submission, a contractor error is discovered either by the contractor
         or the agency, the contractor has ten (10) business days to correct the
         error and resubmit accurate reports and/or invoices. Failure to respond
         within the ten (10) business day period may result in a loss of any
         money due the contractor.

               CONTRACT NO. 2002-2003-02, AMENDMENT 2, PAGE 3 OF 4

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                            CONTRACT NO. 2002-2003-02
                                    AMENDMENT #2

This amendment shall be effective on July 1, 2003.

         All provisions in the contract and any attachments thereto in conflict
with this amendment shall be and are hereby changed to conform to 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 its attachments are hereby made a part of the
contract.

         IN WITNESS WHEREOF, the parties hereto have caused this (4)-page
amendment to be executed by their officials thereunto duly authorized.

CONTRACTOR: AMERIGROUP FLORIDA, INC.           STATE OF FLORIDA
                                               DEPARTMENT OF ELDER AFFAIRS

SIGNED BY: /s/ Imtiaz Sattaur                  SIGNED BY: /s/ Terry F. White
           -----------------------------                  ----------------------

NAME:  Imtiaz Sattaur                          NAME: Terry F. White

TITLE: President & CEO                         TITLE: Secretary

DATE:  6/24/03                                 DATE:  6/25/03

CONTRACTOR FEDERAL ID NUMBER:
65-0318864

CONTRACTOR FISCAL YEAR ENDING DATE:
12/31/2003

                                               STATE OF FLORIDA
                                               AGENCY FOR HEALTH CARE
                                               ADMINISTRATION

                                               SIGNED BY: /s/ Rhonda M. Medows
                                                          ----------------------

                                               NAME :     Rhonda M. Medows, M D.

                                               TITLE:     Secretary

                                               DATE:      6/30/03

              CONTRACT NO. 2002-2003-02, AMENDMENT 2, PAGE 4 OF 4