<PAGE>
                                                                  EXHIBIT 10.5a

                                AMENDMENT NO. 10
                                     TO THE
                           1999 CONTRACT FOR SERVICES
                                    BETWEEN
                THE HEALTH AND HUMAN SERVICES COMMISSION AND HMO

This Amendment No. 10 is entered into between the Health and Human Services
Commission (HHSC) and Superior Health Plan, Inc. (HMO) in Travis Service Area,
to amend the 1999 Contract for Services between the Health and Human Services
Commission and HMO. The effective date of this Amendment is the date HHSC Signs
this Amendment. All other contract provisions remain in full force and effect.
The Parties agree to amend the Contract as follows:

1. ARTICLE XVIII IS AMENDED TO READ AS FOLLOWS:

15.2     AMENDMENT AND CHANGE REQUEST PROCESS

15.2.1   HHSC and HMO may amend this contract if reductions in funding or
         appropriations make full performance by either party impracticable or
         impossible, and amendment could provide a reasonable alternative to
         termination. If HMO does not agree to the amendment, the contract may
         be terminated under Article XVIII.

15.2.2   This contract must be amended if either party discovers a material
         omission of a negotiated or required term, which is essential to the
         successful performance or maintaining compliance with the terms of the
         contract. The party discovering the omission must notify the other
         party of the omission in writing as soon as possible after discovery.
         If there is a disagreement regarding whether the omission was intended
         to be a term of the contract, the parties must submit the dispute to
         dispute resolution under Article 15.9.

15.2.3   This contract may be amended at any time by mutual agreement.

15.2.4   All amendments to this contract must be in writing and signed by both
         parties.

15.2.5   Any change in either party's obligations under this contract
         ("Change") requires a written amendment to the contract that is
         negotiated using the process outlined in Article 15.2.6.

15.2.6   Change Request Process.

October 30, 2001                                                         1 of 3


<PAGE>

15.2.6.1          If federal or state laws, rules, regulations, policies or
                  guidelines are adopted, promulgated, judicially interpreted
                  or changed, or if contracts are entered into or changed, the
                  effect of which is to alter the ability of either party to
                  fulfill its obligations under this contract, the parties will
                  promptly negotiate in good faith, using the process outlined
                  in Article 15.2.6, appropriate modifications or alterations
                  to the contract and any appendix (appendices) or
                  attachments(s) made a part of this contract.

15.2.6.2          Change Order Approval Procedure

15.2.6.2.1        During the term of this contract, HHSC or HMO may propose
                  changes in the services, deliverables, or other aspects of
                  this contract ("Changes"), pursuant to the procedures set
                  forth in this article.

15.2.6.2.2        If HHSC proposes a Change, it shall deliver to the HMO a
                  written notice describing the proposed Change which includes
                  the State's estimated fiscal impact on the HMO, if available
                  ("Change Order Request"). HMO must respond to such proposal
                  within 30 calendar days of receipt by preparing and
                  delivering to HHSC, at no additional cost to HHSC a written
                  document (a "Change Order Response"), that specifies:

15.2.6.2.2.1      The financial impact, if any, of the Change Order Request on
                  the HMO and the manner in which such impact was calculated;

15.2.6.2.2.2      The effect, if any, of the Change Order Request on HMO's
                  performance of its obligations under this contract, including
                  the effect on the services or deliverables;

15.2.6.2.2.3      The anticipated time schedule for implementing the Change
                  Order Request; and

15.2.6.2.2.4      Any other information requested in the Change Order Request
                  or which is reasonably necessary for HHSC to make an informed
                  decision regarding the proposal.

15.2.6.2.3        If HMO proposes a Change, it must deliver a HMO Change Order
                  Request to HHSC that includes the proposed Change and
                  information described in Articles 15.2.6.2.2.1 - 15.2.6.2.2.4
                  for a Change Order Response. HHSC must respond to HMO within
                  30 calendar days of receipt of this information.

15.2.6.2.4        Upon HHSC's receipt of a Change Order Request or a Change
                  Order Response, the Parties shall negotiate a resolution of
                  the requested Change in good faith. The parties will exchange
                  information in good faith in an attempt to agree upon the
                  requested Change.

October 30, 2001                                                         2 of 3


<PAGE>

15.2.6.3          No Change to the services or deliverables or any other aspect
                  of this contract will become effective without the written
                  approval and execution of a mutually agreeable written
                  amendment to this contract by HHSC and the HMO. Under no
                  circumstances will the HMO be entitled to payment for any
                  work or services rendered under a Change Order that has not
                  been approved by HHSC in accordance with the Change Order
                  Procedures.

15.2.7            The implementation of an amendment to this contract is
                  subject to the approval of the Centers for Medicare and
                  Medicaid Services (CMS, formerly called HCFA).

2.       APPENDIX C: Appendix C is deleted in its entirety and is replaced by a
         new Appendix C which is Attachment No. 1 to this amendment. This
         amendment provides for the removal of "Special Programs for Illness"
         and the modification of the "Prenatal Program with Gifts" services.

AGREED AND SIGNED by an authorized representative of the parties on December 13,
2001.


Health and Human Services Commission           Superior Health Plan, Inc.



By: /s/ Don A. Gilbert                         By: /s/ Michael Neidorff
   --------------------------                     -----------------------------
   Don. A Gilbert                                 Michael Neidorff
                                                  President & CEO, Centene


Approved as to Form:



-----------------------------
Office of General Counsel


October 30, 2001                                                         3 of 3
<PAGE>
                                AMENDMENT NO. 11
                                     TO THE
                          1999 CONTRACT FOR SERVICES
                                    BETWEEN
                 HEALTH AND HUMAN SERVICES COMMISSION AND HMO

This Amendment No. 11 is entered into between the Health and Human Services
Commission (HHSC) and Superior Health Plan, Inc. (HMO), to amend the Contract
for Services between the Health and Human Services Commission and HMO in the
Travis Service Area. The effective date of this amendment is January 1, 2002.
The Parties agree to amend the Contract as follows:

1.       Article XIII is amended to read as follows:

ARTICLE XIII PAYMENT PROVISIONS

13.1     CAPITATION AMOUNTS

13.1.2   HMO capitation rates listed below reflect program increases
         appropriated by the 76th and 77th legislatures for physician services
         (to include THSteps providers) and outpatient facility services. Rates
         will be increased starting January 1, 2002, to reflect increases in
         traditional fee-for-service payments for 1) Evaluation and Management
         Level 3 services (procedure code 99213), and 2) high-volume providers.
         The methodology for determining high-volume providers will be
         distributed to HMO by HHSC ("High-volume Provider Methodology"). The
         first rate increase will be effective January 1, 2002, and will
         reflect increases for procedure code 99213. Rate increases for high
         volume providers will be effective the first day of the month after
         the "High-volume Provider Methodology" is released by HHSC. The
         Methodology will state the amount of each increase (99213 and
         high-volume provider). Final rates with all increases included are
         shown in the table below.

13.1.2.  HMO must submit reports to HHSC indicating the methodology used and
         must certify that the funds provided to the HMO for the pass through
         have been passed through to providers. HMO must use the reporting
         format specified by HHSC and follow the reporting schedule indicated
         on the HHSC deliverables matrix.


                                                   PPAC Rate Increase Amendment
                                                                       12/12/01
<PAGE>
13.1.2.2 Capitation Rates

<TABLE>
<CAPTION>
Risk Group                             Monthly Capitation Amounts

<S>                                    <C>
TANF Adults                                 $165.30
TANF Children > 12 Months of Age            $ 75.07
Expansion Children > 12 Months
of Age                                      $ 61.17
Newborns ( <12 Months of Age)               $357.27
TANF Children  <1 2 Months of Age           $357.27
Expansion Children < 12 Months
of Age                                      $357.27
Federal Mandate Children                    $ 59.14
CHIP Phase I                                $ 71.69
Pregnant Women                              $270.52
Disabled/Blind Administration               $ 14.00
</TABLE>

13.1.2.3 Delivery Supplemental Payment. A one-time per pregnancy supplemental
         payment for each delivery shall be paid to HMO in the following
         amount: $2.817.00. HMO will receive a DSP for each live or still
         birth. The one-time payment is made regardless of whether there is a
         single or multiple births at time of delivery. A delivery is the birth
         of a liveborn infant, regardless of the duration of the pregnancy, or
         a stillborn (fetal death) infant of 20 weeks or more gestation. A
         delivery does not include a spontaneous or induced abortion,
         regardless of the duration of the pregnancy.

13.1.2.4 For an HMO Member who is classified in the Pregnant Women, TANF
         Adults, TANF Children >12 months, Expansion Children >12 months,
         Federal Mandate Children, or CHIP risk group, HMO will be paid the
         monthly capitation amount identified in Article 13.1.2 for each month
         of classification, plus the DSP amount identified in Article 13.1.2.

13.1.2.5 HMO must submit a monthly DSP Report (report) that includes the data
         elements specified by TDH. TDH will consult with contracted HMOs prior
         to revising the report data elements and requirements. The reports
         must be submitted to TDH in the format and time specified by TDH. The
         report must include only unduplicated deliveries. The report must
         include


                                                   PPAC Rate Increase Amendment
                                                                       12/12/01
<PAGE>
         only deliveries for which HMO has made a payment for the delivery, to
         either a hospital or other provider. No DSP will be made for
         deliveries which are not reported by HMO to TDH within 210 days after
         the date of delivery, or within 30 days from the date of discharge
         from the hospital for the stay related to the delivery, whichever is
         later.

13.1.2.6 HMO must maintain complete claims and adjudication disposition
         documentation, including paid and denied amounts for each delivery.
         HMO must submit the documentation to TDH within five (5) days from the
         date of a TDH request for documents.

13.1.2.7 The DSP will be made by TDH to HMO within twenty (20) state working
         days after receiving an accurate report from HMO.

13.1.2.8 All infants of age equal to or less than twelve months (Newborns) in
         the TANF Children, Expansion Children, and Newborns risk groups will
         be capitated at the Newborns classification capitation amount in
         Article 13.1.2.

AGREED AND SIGNED by an authorized representative of the parties on
_____________________ 2001.


Health and Human Services Commission       Health Plan Name


By:                                        By:
   ---------------------------------          ---------------------------------
   Don A. Gilbert                             Michael Neidorff
                                              President & CEO, Centene


Approved as to Form:


-------------------------
Office of General Counsel


                                                   PPAC Rate Increase Amendment
                                                                       12/12/01
<PAGE>
                                  AMENDMENT 12
                          TO THE AGREEMENT BETWEEN THE
                       HEALTH & HUMAN SERVICES COMMISSION
                                      AND
                           SUPERIOR HEALTH PLAN, INC.
                              FOR HEALTH SERVICES
                                     TO THE
                             MEDICAID STAR PROGRAM
                                     IN THE
                          TRAVIS SERVICE DELIVERY AREA


<PAGE>
                                  AMENDMENT 12
                          TO THE AGREEMENT BETWEEN THE
                       HEALTH & HUMAN SERVICES COMMISSION
                                      AND
                           SUPERIOR HEALTH PLAN, INC.
                              FOR HEALTH SERVICES
                                     TO THE
                    MEDICAID STAR PROGRAM EM THE TRAVIS SDA

<TABLE>
<S>                                                                                                             <C>
ARTICLE 1. PURPOSE...............................................................................................1
    SECTION 1.01 AUTHORIZATION...................................................................................1
    SECTION 1.02 GENERAL EFFECTIVE DATE OF CHANGES...............................................................1
ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES...........................................................1
    SECTION 2.01 GENERAL.........................................................................................1
    SECTION 2.02 MODIFICATION OF SECTION 1.4, RENEWAL REVIEWS....................................................1
    SECTION 2.03 MODIFICATION OF ARTICLE 2, DEFINITIONS..........................................................2
    SECTION 2.04 MODIFICATION OF SECTION 3.4, PLAN MATERIALS AND DISTRIBUTION OF PLAN MATERIALS..................3
    SECTION 2.05 MODIFICATION OF SECTION 3.5, RECORDS REQUIREMENT AND RECORDS RETENTION..........................3
    SECTION 2.06 MODIFICATION OF SECTION 3.7, HMO TELEPHONE ACCESS REQUIREMENTS..................................3
    SECTION 2.07 MODIFICATION OF SECTION 4.3, PERFORMANCE BOND...................................................4
    SECTION 2.08 MODIFICATION OF SECTION 4.6, AUDIT..............................................................4
    SECTION 2.09 MODIFICATION OF SECTION 4.9, THIRD PARTY RECOVERY...............................................4
    SECTION 2.10 MODIFICATION OF SECTION 4.10, CLAIMS PROCESSING REQUIREMENTS....................................4
    SECTION 2.11 MODIFICATION TO SECTION 5.4, SAFEGUARDING INFORMATION...........................................5
    SECTION 2.12 MODIFICATION OF SECTION 5.6, HISTORICALLY UNDERUTILIZED BUSINESSES (HUBS).......................5
    SECTION 2.13 MODIFICATION OF SECTION 5.10, NOTICE AND APPEAL.................................................6
    SECTION 2.14 MODIFICATION OF SECTION 6.3, SPAN OF ELIGIBILITY................................................6
    SECTION 2.15 MODIFICATION OF SECTION 6.4, CONTINUITY OF CARE AND OUT-OF-NETWORK PROVIDERS....................7
    SECTION 2.16 MODIFICATION OF SECTION 6.5, EMERGENCY SERVICES.................................................8
    SECTION 2.17 MODIFICATION OF SECTION 6.6, BEHAVIORAL HEALTH CARE SERVICES - SPECIFIC REQUIREMENTS............8
    SECTION 2.18 MODIFICATION TO SECTION 6.16, BLIND AND DISABLED MEMBERS........................................9
    SECTION 2.19 MODIFICATION OF SECTION 8.4, MEMBER ID CARDS....................................................9
    SECTION 2.20 MODIFICATION OF SECTION 10.1, MODEL MIS REQUIREMENTS............................................9
    SECTION 2.21 MODIFICATION OF SECTION 10.4, PROVIDER SUBSYSTEM................................................9
    SECTION 2.22 MODIFICATION OF SECTION 10.9, DATA INTERFACE SUBSYSTEM..........................................9
    SECTION 2.23 MODIFICATION OF SECTION 10.11, YEAR 2000 (Y2K) COMPLIANCE......................................10
    SECTION 2.24 ADDITION OF SECTION 10.12, HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
      (HIP AA) COMPLIANCE.......................................................................................10
    SECTION 2.25 MODIFICATION OF SECTION 12.1., FINANCIAL REPORTS...............................................10
    SECTION 2.26 MODIFICATION OF SECTION 12.4, SUMMARY REPORT OF PROVIDER COMPLAINTS............................11
    SECTION 2.27 MODIFICATION OF SECTION 12.6, MEMBER COMPLAINTS................................................12
    SECTION 2.28 MODIFICATION OF SECTION 12.13, EXPEDITED PRENATAL OUTREACH REPORT..............................12
    SECTION 2.29 ADDITION OF SECTION 12.14, MEMBER HOTLINE PERFORMANCE REPORT...................................12
    SECTION 2.30 ADDITION OF SECTION 12.15, SUBMISSION OF STAR DELIVERABLES/REPORTS.............................12
    SECTION 2.31 MODIFICATIONS TO SECTION 13.1, CAPITATION AMOUNTS..............................................13
    SECTION 2.32 MODIFICATION OF SECTION 13.2, EXPERIENCE REBATE TO THE STATE...................................14
    SECTION 2.33 SECTION 13.3, PERFORMANCE OBJECTIVES...........................................................15
    SECTION 2.34 MODIFICATION OF SECTION 13.5, NEWBORN AND PREGNANT WOMEN PAYMENT PROVISIONS....................15
    SECTION 2.35 MODIFICATION OF SECTION 14.3, NEWBORN ENROLLMENT...............................................16
    SECTION 2.36 MODIFICATION OF SECTION 15.12, NOTICES.........................................................16
    SECTION 2.37 MODIFICATION OF SECTION 18.1.6, TERMINATION BY HMO.............................................16
    SECTION 2.38 MODIFICATION OF SECTION 18.10, REVIEW OF REMEDY OR REMEDIES TO BE IMPOSED......................16
    SECTION 2.39 MODIFICATION OF SECTION 19.1, CONTRACT TERM....................................................17
    SECTION 2.40 MODIFICATIONS TO CONTRACT APPENDICES...........................................................17
ARTICLE 3. REPRESENTATIONS AND AGREEMENT OF THE PARTIES.........................................................17
</TABLE>


                                       i
<PAGE>
STATE OF TEXAS                                     HHSC CONTRACT NO. 529-03-043
COUNTY OF TRAVIS


                                  AMENDMENT 12
                          TO THE AGREEMENT BETWEEN THE
                       HEALTH & HUMAN SERVICES COMMISSION
                                      AND
                           SUPERIOR HEALTH PLAN, INC.
                              FOR HEALTH SERVICES
                                     TO THE
                             MEDICAID STAR PROGRAM
                                     IN THE
                          TRAVIS SERVICE DELIVERY AREA

         THIS CONTRACT AMENDMENT (the "Amendment") is entered into between the
HEALTH & HUMAN SERVICES COMMISSION ("HHSC"), an administrative agency within
the executive department of the State of Texas, and Superior Health Plan, Inc.
("HMO"), a health maintenance organization organized under the laws of the
State of Texas, possessing a certificate of authority issued by the Texas
Department of Insurance to operate as a health maintenance organization, and
having its principal office at: 2100 S. IH-35, Suite 202, Austin, TX 78704.
HHSC and HMO may be referred to in this Amendment individually as a "Party" and
collectively as the "Parties."

         The Parties hereby agree to amend their Agreement as set forth in
Article 2 of this Amendment.

                              ARTICLE 1. PURPOSE.

SECTION 1.01      AUTHORIZATION.

         This Amendment is executed by the Parties in accordance with Section
15.2 of the Agreement.

SECTION 1.02      GENERAL EFFECTIVE DATE OF CHANGES.

         This Amendment is effective SEPTEMBER 1, 2002, and terminates on
August 31, 2003, unless extended or terminated sooner in accordance with the
Agreement.

             ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES

SECTION 2.01      GENERAL

         The Health Care Financing Administration (HCFA) has had a name change
to the Centers for Medicare and Medicaid Services (CMS). All references to HCFA
in the Agreement should be replaced with CMS.

SECTION 2.02      MODIFICATION OF SECTION 1.4, RENEWAL REVIEWS

         Section 1.4 is replaced with the following language:

                  "Renewal Review. At its sole discretion, HHSC may choose to
         conduct a renewal review of HMO's performance and compliance with this
         contract as a condition for retention and renewal."


HHSC Contract 529-03-043          Page 1 of 17
<PAGE>
SECTION 2.03      MODIFICATION OF ARTICLE 2, DEFINITIONS

         (a)      The following terms amend and modify the definitions set
forth in Article 2:

                  "CMS means the Centers for Medicare and Medicaid Services,
         formerly known as the Health Care Financing Administration (HCFA),
         which is the federal agency responsible for administering Medicare and
         overseeing state administration of Medicaid.

                  EMERGENCY MEDICAL CONDITION means a medical condition
         manifesting itself by acute symptoms of recent onset and sufficient
         severity (including severe pain), such that a prudent layperson, who
         possesses an average knowledge of health and medicine, could
         reasonably expect the absence of immediate medical care could result
         in:

                  (a)      placing the patient's health in serious jeopardy;

                  (b)      serious impairment to bodily functions;

                  (c)      serious dysfunction of any bodily organ or part;

                  (d)      serious disfigurement; or

                  (e)      in the case of a pregnant woman, serious jeopardy to
                           the health of the fetus.

                  FAIR HEARING means the process adopted and implemented by the
         Texas Health and Human Services Commission, 25 TAG Chapter 1, in
         compliance with federal regulations and state rules relating to
         Medicaid Fair Hearings.

                  HEDS means the HMO/EPO/Dental Services Division of the Texas
         Health and Human Services Commission.

                  HHSC means the Texas Health and Human Services Commission or
         its designees.

                  THIRD PARTY LIABILITY (TPL) means the legal responsibility of
         another individual or entity to pay for all or part of the services
         provided to Members under this contract (see 1 TAG, Subchapter
         354.2301 et seq., relating to Third Party Resources).

                  TP 40 means Type Program 40, which is a TDHS Medicaid program
         eligibility type assigned to pregnant women under 185% of the federal
         poverty level (FPL).

                  TP 45 means Type Program 45, which is a TDHS Medicaid program
         eligibility code assigned to newborns (under 12 months) who are born
         to mothers who are Medicaid eligible at the time of the child's birth.

                  TEXMEDNET means Texas Medical Network, which is the State's
         information system that processes claims and encounters. TexMedNet's
         functions include, but are not limited to eligibility verification,
         claims and encounters submissions, e-mail communications, and
         electronic funds transfers."

         (b)      The term "HHSCS" is deleted and replaced with "TDHS" as
defined in Article 2 of the Contract.

         (c)      The term "THHSC" is deleted and replaced with "HHSC" as
defined above.


HHSC Contract 529-03-043          Page 2 of 17
<PAGE>
SECTION 2.04      MODIFICATION OF SECTION 3.4, PLAN MATERIALS AND
DISTRIBUTION OF PLAN MATERIALS

         Section 3.4.3 is replaced with the following language:

                  "3.4.3   All plan materials regarding the STAR Program,
         including Member education materials, must be submitted to HHSC for
         approval prior to distribution. HHSC has fifteen (15) working days to
         review the materials and recommend any suggestions or required
         changes. If HHSC has not responded to HMO by the fifteenth (15th) day,
         HMO may print and distribute these materials. HHSC reserves the right
         to request HMO to modify plan materials that are deemed approved and
         have been printed or distributed. These modifications can be made at
         the next printing unless substantial non-compliance exists. An
         exception to the fifteen (15) working day timeframe may be requested
         in writing by HMO, for written provider materials that require a quick
         turn-around time (e.g., letters). These materials will generally be
         reviewed by HHSC within five (5) working days. HHSC reserves the right
         to require revisions to materials if inaccuracies are discovered or if
         changes are required by changes in policy or law. These changes can be
         made at the next printing unless substantial non-compliance exists, as
         determined by HHSC.

SECTION 2.05      MODIFICATION OF SECTION 3.5, RECORDS REQUIREMENT AND RECORDS
RETENTION

         Section 3.5.1 is replaced with the following language:

                  "3.5.1   HMO must keep all records required to be created and
         retained under this Agreement in accordance with the standards set
         forth herein. Records related to Members served in the HMO's service
         area(s) must be made available in HMO's local office when requested by
         HHSC.

                  Original records, except paper claims, must be kept in the
         form they were created in the regular course of business for a minimum
         of three (3) years following the expiration of the contract period,
         including any extensions. Paper claims may be digitally copied from
         the time of initial receipt, if the HMO: 1) receives HHSC prior
         written approval; 2) certifies that an unaltered copy of the original
         claim received can be produced upon request; 3) the retention system
         is reliable and supported by a retrieval system that allows reasonable
         accurate records. HHSC may require the HMO to retain the records for
         an additional period if an audit, litigation or administrative action
         involving the records exists."

SECTION 2.06      MODIFICATION OF SECTION 3.7, HMO TELEPHONE ACCESS
REQUIREMENTS

         Section 3.7.1 is replaced with the following language:

                  3.7.1    For all HMO telephone access (including Behavioral
         Health telephone services), HMO must ensure adequately-staffed
         telephone lines. Telephone personnel must receive customer service
         telephone training. HMO must ensure that telephone staffing is
         adequate to fulfill the standards of promptness and quality listed
         below:

                  1.       80% of all telephone calls must be answered within
         an average of 30 seconds;

                  2.       The lost (abandonment) rate must not exceed 10%;


HHSC Contract 529-03-043          Page 3 of 17
<PAGE>
                  3.       HMO cannot impose maximum call duration limits but
         must allow calls to be of sufficient length to ensure adequate
         information is provided to the Member or Provider.

                  4.       Telephone services must meet cultural competency
         requirements (see Article 8.8) and provide "linguistic access" to all
         members as defined in Article II. This would include the provision of
         interpretive services required for effective communication for Members
         and providers.

SECTION 2.07      MODIFICATION OF SECTION 4.3. PERFORMANCE BOND

         Section 4.3 is replaced with the following language:

                  "4.3     HMO has furnished HHSC with a performance bond in
         the form prescribed by HHSC and approved by TDI, naming HHSC as
         Obligee, securing HMO's faithful performance of the terms and
         conditions of this Agreement. The performance bond must be issued in
         the amount of $100,000 for the Contract Period, plus an additional 12
         months after the expiration of the Contract Period. If the Contract
         Period is renewed or extended pursuant to Article 15, the HMO must
         replace the performance bond with a separate bond covering performance
         during the renewal or extension period, plus an additional 12 months.
         The bond must be issued by a surety licensed by TDI, and specify cash
         payment as the sole remedy. HMO must deliver the bond to HHSC at the
         same time the signed HMO contract, renewal or extension is delivered
         to HHSC."

SECTION 2.08      MODIFICATION OF SECTION 4.6. AUDIT

         Section 4.6.2 is replaced with the following language:

                  "4.6.2   HHSC or its designee will conduct an audit of HMO at
         least once every two years. HMO is responsible for paying the costs of
         an audit conducted under this Article. The costs of the audit paid by
         HMO are allowable costs under this Agreement."

SECTION 2.09      MODIFICATION OF SECTION 4.9. THIRD PARTY RECOVERY

         Section 4.9.2 is replaced with the following language:

                  "4.9.2   Identification. HMO must develop and implement
         systems and procedures to identify potential third parties who may be
         liable for payment of all or part of the costs for providing medical
         services to Members under this contract. Potential third parties must
         include any of the sources identified in 42 C.F.R. 433.138, relating
         to identifying third parties, except workers' compensation, uninsured
         and underinsured motorist insurance, first and third party liability
         insurance and tortfeasors. HMO must coordinate with HHSC to obtain
         information from other state and federal agencies and HMO must
         cooperate with HHSC in obtaining information from commercial third
         party resources. HMO must require all providers to comply with the
         provisions of 1 TAC ss.354.2301, et seq., relating to Third Party
         Recovery in the Medicaid program."

SECTION 2.10      MODIFICATION OF SECTION 4.10. CLAIMS PROCESSING REQUIREMENTS

         Section 4.10.8 is replaced with the following language:


HHSC Contract 529-03-043          Page 4 of 17
<PAGE>
                  "4.10.8  HMO must comply with the standards adopted by the
         U.S. Department of Health and Human Services under the Health
         Insurance Portability and Accountability Act of 1996 (HIPAA), Public
         Law 104-191, regarding submitting and receiving claims information
         through electronic data interchange (EDI) that allows for automated
         processing and adjudication of claims within two or three years, as
         applicable, from the date the rules promulgated under HIPAA are
         adopted (see 45 CFR parts 160 through 164).

SECTION 2.11      MODIFICATION TO SECTION 5.A, SAFEGUARDING INFORMATION

         Section 5.4.1 is replaced with the following language:

                  "5.4.1   The use and disclosure of all Member information,
         records, and data (Member Information) collected or provided to HMO by
         HHSC or another state agency is protected by state and federal law and
         regulations, including, but not limited to, the Health Insurance
         Portability and Accountability Act of 1996 (HIPAA), Public law
         104-191, and 45 CFR parts 160 through 164. HMO agrees to ensure that
         any of its agents, including subcontractors, to whom HMO discloses
         Member Information agrees to the same restrictions and conditions that
         apply to HMO with respect to Member Information.

SECTION 2.12      MODIFICATION OF SECTION 5.6, HISTORICALLY UNDERUTILIZED
BUSINESSES (HUBS)

         Sections 5.6.1 through 5.6.3 are replaced with the following language:

                  "5.6.1   In accordance with Texas Government Code Chapter
         2161 and 1 TAC ss.111.11 et seq. and ss.392.100 state agencies are
         required to make a good faith effort to assist Historically
         Underutilized Businesses (HUBs) in receiving contract awards issued by
         the State. The goal of this program is to promote full and equal
         business opportunity for all businesses in contracting with the state.
         It is HHSC's intent that all contractors make a good faith effort to
         subcontract with HUBs during the performance of their contracts.

                  IMPORTANT NOTE: The Health and Human Services Commission has
         concluded that HUB subcontracting opportunities may exist in
         connection with this contract. See Appendix B to the Agreement for the
         following instructions and form: "Grant/Contract Applicants Client
         Services HUB Subcontracting Plan Instructions" (C-IGA), and
         Determination of Good Faith Effort for Grant Contracts (C-DGFE). If an
         approved HUB subcontracting plan is not already on file with HHSC, the
         HMO shall submit a completed C-DGFE Form along with the signed
         contract or renewal.

                  If HMO responds, 'yes' to question two on Form C-DGFE, HMO
         shall document good faith efforts to develop a HUB Subcontracting Plan
         by completing and documenting the steps on form C-DGFE. Additionally,
         quarterly reports on HUB subcontracting are required according to the
         schedule on Form C-QSR. Quarterly Report forms are included in
         Appendix B of this amendment.


HHSC Contract 529-03-043          Page 5 of 17
<PAGE>
                  If HMO decides after the award to subcontract any part of the
         contract, the HMO shall notify the contract manager prior to entering
         into any subcontract. The HMO shall comply with the good faith effort
         requirements relating to developing and submitting a subcontracting
         plan.

                  5.6.2    HMO is required to submit HUB
                           quarterly reports to HHSC as required in Article
                           12.11.

                  5.6.3    HHSC will assist HMO in meeting the contracting and
                           reporting requirements of this Article."

SECTION 2.13      MODIFICATION OF SECTION 5.10, NOTICE AND APPEAL

         Section 5.10 is replaced with the following:

                  "5.10    HMO must comply with the notice requirements
         contained in 1 TAG ss.354.2211, and the maintaining benefits and
         services contained in 1 TAG ss.354.2213, whenever HMO intends to take
         an action affecting the Member benefits and services under this
         contract. Also see the Member appeal requirements contained in Article
         8.6 of this Agreement."

SECTION 2.14      MODIFICATION OF SECTION 6.3, SPAN OF ELIGIBILITY

         Section 6.3 and its subparts are replaced with the following language"

                 "6.3     The following outlines HMO's responsibilities for
         payment of hospital and freestanding psychiatric facility (facility)
         admissions:

                  6.3.1    The payor responsible for the hospital/facility
         charges at the start of an inpatient stay remains responsible for
         hospital/facility charges until the time of discharge, or until such
         time that there is a loss of Medicaid eligibility.

                  6.3.2    HMO is responsible for professional charges during
         every month for which the payor receives a full capitation payment.

                  6.3.3    HMO is not responsible for any services after
         effective date of loss of Medicaid eligibility

                  6.3.4    Plan Change. A Member cannot change from one STAR
         health plan to another STAR health plan during an inpatient hospital
         stay.

                  6.3.5    Hospital/Facility Transfer. Discharge from one acute
         care hospital/facility and readmission to another acute care
         hospital/facility within 24 hours for continued treatment is not a
         discharge under this contract.

                  6.3.6    HMO insolvency or receivership. HMO is responsible
         for payment of all services provided to a person who was a Member on
         the date of insolvency or receivership to the same extent they would
         otherwise be responsible under this Article 6.3.


HHSC Contract 529-03-043          Page 6 of 17
<PAGE>
                  6.3.7    For purposes of this Section 6.3, a Member "loses
         Medicaid eligibility" when:

                  6.3.7.1  Medicaid eligibility is terminated and never
         regained under one Medicaid Type Program with no subsequent transfer
         of eligibility to another Medicaid Type Program; or

                  6.3.7.2  Medicaid eligibility is terminated and there is a
         lapse of at least one month in regular Medicaid coverage. The term
         "regular Medicaid coverage" refers to either traditional
         fee-for-service Medicaid or Medicaid managed care coverage; or

                  6.3.7.3  A client re-applies for Medicaid eligibility and is
         certified for prior Medicaid coverage, as defined by TDHS, for any
         month(s) prior to the month of application. The term "prior Medicaid
         coverage" refers to Applicants who are eligible for Medicaid coverage
         during the three-month period before the month they apply for TANF or
         Medical Programs. Prior Medicaid coverage may be continuous or there
         may be interrupted periods of eligibility involving all or some of the
         certified Members.

                  Administrative process limitations within the State's
         application and recertification process do not constitute a "loss of
         Medicaid eligibility".

SECTION 2.15      MODIFICATION OF SECTION 6.4, CONTINUITY OF CARE AND OUT-OF-
NETWORK PROVIDERS

         Section 6.4.3 is replaced with the following language:

                  "6.4.3   HMO must pay a Member's existing out-of-network
         providers for covered services until the Member's records, clinical
         information and care can be transferred to a network provider. Payment
         must be made within the time period required for network providers.
         This Article does not extend the obligation of HMO to reimburse the
         Member's existing out-of-network providers for on-going care for more
         than 90 days after Member enrolls in HMO or for more than nine months
         in the case of a Member who at the time of enrollment in HMO has been
         diagnosed with and receiving treatment for a terminal illness. The
         obligation of HMO to reimburse the Member's existing out-of-network
         provider for services provided to a pregnant Member with 12 weeks or
         less remaining before the expected delivery date extends through
         delivery of the child, immediate postpartum care, and the follow-up
         checkup within the first six weeks of delivery.

                  6.4.3.1  HMO will pay reasonable and customary rates for all
         out-of-network provider claims with dates of service between
         September 1, 2002 and November 30, 2002. HMO must forward any
         complaints submitted by out-of-network providers during this time to
         HHSC. HHSC will review all complaints and determine whether payments
         were reasonable and customary. HHSC will direct the HMO to pay a
         reasonable and customary amount, as determined by HHSC, if it
         concludes that the payments were not reasonable and customary for the
         provider. Failure to comply with this provision constitutes a default
         under Article XVI, Default and Remedies.

                  6.4.3.2  For all out-of-network provider claims with dates of
         service on or after December 1, 2002, HMO must pay providers a
         reasonable and


HHSC Contract 529-03-043          Page 7 of 17
<PAGE>
         customary amount consistent with a methodology approved by HHSC. HMO
         must submit its methodology, along with any supporting documentation,
         to HHSC by September 30, 2002. HHSC will review and respond to the
         information by November 15, 2002. HMO must forward any complaints by
         out-of-network providers submitted after December 1, 2002 to HHSC,
         which will review all complaints. If HHSC determines that payment is
         not consistent with the HMO's approved methodology, the HMO must pay
         the provider a rate, using the approved reasonable and customary
         methodology, as determined by HHSC. Failure to comply with this
         provision constitutes a default under Article XVI, Default and
         Remedies.

SECTION 2.16      MODIFICATION OF SECTION 6.5, EMERGENCY SERVICES

         Section 6.5.1 is replaced with the following language:

                  "6.5.1   HMO must pay for the professional, facility, and
         ancillary services that are medically necessary to perform the medical
         screening examination and stabilization of HMO Member presenting as an
         emergency medical condition or an emergency behavioral health
         condition to the hospital emergency department, 24 hours a day, 7 days
         a week, rendered by either HMO's in-network or out-of-network
         providers.

                  6.5.1.1  For all out-of-network providers, HMO will pay a
         reasonable and customary amount for emergency services.

                  HMO will pay a reasonable and customary amount for services
         for all out-of-network emergency services provider claims with dates
         of service between September 1, 2002 and November 30, 2002. HMO must
         forward any complaints submitted by out-of-network emergency services
         providers during this time to HHSC. HHSC will review all complaints
         and determine whether payments were reasonable and customary. HHSC
         will direct the HMO to pay a reasonable and customary amount, as
         determined by HHSC, if it concludes that the payments were not
         reasonable and customary for the provider.

                  6.5.1.2  For all out-of-network emergency services provider
         claims with dates of service on or after December 1, 2002, HMO must
         pay providers a reasonable and customary amount consistent with a
         methodology approved by HHSC. HMO must submit its methodology, along
         with any supporting documentation, to HHSC by September 30, 2002. HHSC
         will review and respond to the information by November 15, 2002. HMO
         must forward any complaints by out-of-network emergency services
         providers submitted after December 1, 2002 to HHSC, which will review
         all complaints. If HHSC determines that payment is not consistent with
         the HMO's approved methodology, the HMO must pay the emergency
         services provider a rate, using the approved reasonable and customary
         methodology, as determined by HHSC. Failure to comply with this
         provision constitutes a default under Article XVI, Default and
         Remedies.

SECTION 2.17      MODIFICATION OF SECTION 6.6, BEHAVIORAL HEALTH CARE SERVICES
-- SPECIFIC REQUIREMENTS

         Section 6.6.5 is replaced with the following language:


HHSC Contract 529-03-043          Page 8 of 17
<PAGE>
                  "6.6.5   When assessing Members for behavioral health care
services, HMO and network behavioral health providers must use the DSM-IV
multi-axial classification. HHSC may require use of other assessment
instrument/outcome measures in addition to the DSM-IV. Providers must document
DSM-IV and assessment/outcome information in the Member's medical record."

SECTION 2.18      MODIFICATION TO SECTION 6.16, BLIND AND DISABLED MEMBERS

         Section 6.16.1 is replaced with the following language:

                  "6.16.1  Blind and disabled Members' SSI status is effective
         the date of State's eligibility system, SAVERR, identifies the Member
         as Type Program 13 (TP13). On this effective date, the Member becomes
         a voluntary STAR enrollee.

                  The State is responsible for updating the State's eligibility
         system within 45 days of official notice of the Members' federal SSI
         eligibility by the Social Security Administration (SSA).

SECTION 2.19      MODIFICATION OF SECTION 8.4, MEMBER ID CARDS

         Section 8.4.1 is replaced with the following language:

                  "8.4.1   A Medicaid Identification Form (Form 3087) is issued
         monthly by the TDHS. The form includes the "STAR" Program logo and the
         name and toll free number of the Member's health plan. A Member may
         have a temporary Medicaid Identification (Form 1027-A), which will
         include a STAR indicator."

SECTION 2.20      MODIFICATION OF SECTION 10.1, MODEL MIS REQUIREMENTS

         Section 10.1.3.6 is replaced with the following language:

                  "10.1.3.6 HMO is required to provide representation to attend
         and participate in the HHSC Systems Workgroup as a part of the Systems
         Scan Call."

SECTION 2.21      MODIFICATION OF SECTION 10.4, PROVIDER SUBSYSTEM

         Subparts 7 and 8 of Section 10.4 are replaced with the following
language:

                  "7.      Support national provider number format (UPIN, NPIN,
         CLIA, TPI, etc., as required by HHSC).

                  8.       Provide Provider Network and Affiliation files 90
         days prior to implementation and updates monthly. Format will be
         provided by HHSC to contracted entities."

SECTION 2.22      MODIFICATION OF SECTION 10.9, DATA INTERFACE SUBSYSTEM

         Section 10.9.3 is replaced with the following language:


HHSC Contract 529-03-043          Page 9 of 17
<PAGE>
                  "10.9.3  Provider Network and Affiliation Files. The HMO will
         supply network provider data to the Enrollment Broker and Claims
         Administrator. This data will consist of a Provider Network File and a
         Provider Affiliation File. The HMO will submit the Provider Network
         File to the Enrollment Broker and the Provider Affiliation File to the
         Claims Administrator. Both files shall accomplish the following
         objectives:

                  1.       Provide identifying information for all managed care
         providers (e.g. name, address, etc.).

                  2.       Maintain history on provider
         enrollment/disenrollment.

                  3.       Identify PCP capacity.

                  4.       Identify any restrictions (e.g., age, sex, etc.).

                  5.       Identify number and types of specialty providers
         available to Members.

                  6.       Provide other (Master Provider File) information
         identified by HHSC."

SECTION 2.23      MODIFICATION OF SECTION 10.11, YEAR 2000 (Y2K) COMPLIANCE

         Section 10.11 is deleted in its entirety.

SECTION 2.24      ADDITION OF SECTION 10.12, HEALTH INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT (HIPAA) COMPLIANCE.

         Section 10.12 is added as follows:

                  "10.12   Health Insurance Portability and Accountability Act
         (HIPAA) Compliance. HMO's system must comply with applicable
         certificate of coverage and data specification and reporting
         requirements promulgated pursuant to the Health Insurance Portability
         and Accountability Act (HIPPA) of 1996, P.L. 104-191 (August 21,
         1996), as amended or modified.

SECTION 2.25      MODIFICATION OF SECTION 12.1. FINANCIAL REPORTS

         Sections 12.1.4, 12.1.11, and 12.13 are replaced with the following
language, and Section 12.14 is added. Sections 12.1.2, 12.1.3, 12.1.7 and
12.1.10 are deleted in their entirety.

                  12.1.2   [Deleted]

                  12.1.3   [Deleted]

                  12.1.4   Final MCFS Reports. HMO must file two final MCFS
         Reports for each of the following:

                  -        The initial two-year contract period (SFY
                           2000-2001),

                  -        The first one-year contract extension period (SFY
                           2002), and


HHSC Contract 529-03-043         Page 10 of 17
<PAGE>
                  -        This second one-year contract extension period (SFY
                           2003).

                  The first final report must reflect expenses incurred during
         each contract period and paid through the 90th day after the end of
         the contract period. The first final report must be filed on or before
         the 120th day after the end of each contract period. The second final
         report must reflect expenses incurred during each contract period and
         paid through the 334th day after the end of the contract period. The
         second final report must be filed on or before the 365th day after the
         end of each contract period.

                  . . . .

                  12.1.7   [Deleted]

                  . . . .

                  12.1.10  [Deleted]

                  12.1.11  IBNR Plan. HMO must furnish a written IBNR Plan to
         manage incurred-but-not-reported (IBNR) expenses, and a description of
         the method of insuring against insolvency, including information on
         all existing or proposed insurance policies. The Plan must include the
         methodology for estimating IBNR. The plan and description must be
         submitted to HHSC no later than 60 days after the effective date of
         this contract. Changes to the IBNR plan and description must be
         submitted to HHSC no later than 30 days before changes to the plan are
         implemented by HMO.

                  . . . .

                  12.1.13  Each report required under this Article must be
         mailed to: Medicaid HMO Contract Deliverables Manager, HEDS Division,
         Texas Health and Human Services Commission, P.O. Box 13247, Austin,
         Texas 78711-3247 (Exception: The MCFS Report may be submitted to HHSC
         via E-mail to deliver@hhsc.state.tx.us).

                  12.1.14  Bonus and/or Incentive Payment Plan. The HMO must
         furnish a written Bonus and/or Incentive Payments Plan to HHSC to
         determine whether such payments are allowable administrative expenses
         in accordance with Appendix L, "Cost Principles for Administrative
         Expenses, 11. Compensation for Personnel Services, i. Bonuses and
         Incentive Payments." The written plan must include a description of
         the plan's criteria for establishing bonus and/or incentive payments,
         the methodology to calculate bonus and/or incentive payments, and the
         timing as to when these bonus and/or incentive payments are to be
         paid. The plan and description must be submitted to HHSC for approval
         no later than 30 days after the execution of the contract and any
         contract renewal. If the HMO revises the Bonus and/or Incentive
         Payment Plan, the HMO must submit the revised plan to HHSC for
         approval prior to implementing the plan."

SECTION 2.26      MODIFICATION OF SECTION 12.4, SUMMARY REPORT OF PROVIDER
COMPLAINTS

         Section 12.4 is replaced with the following language:


HHSC Contract 529-03-043         Page 11 of 17
<PAGE>
                  "12.4    HMO must submit a Summary Report of Provider
         Complaints. HMO must also reports complaints submitted to its
         subcontracted risk groups (e.g., IPAs). The complaint report format
         must be submitted not later than 45 days following the end of the
         state fiscal quarter in a format specified by HHSC."

SECTION 2.27      MODIFICATION OF SECTION 12.6, MEMBER COMPLAINTS

         Section 12.6 is replaced with the following language:

                  "12.6    HMO must submit a quarterly summary report of Member
         complaints. HMO must also report complaints submitted to its
         subcontracted risk groups (e.g., IPAs). The complaint report must be
         submitted not later than 45 days following the end of the state fiscal
         quarter in a format specified by HHSC."

SECTION 2.28      MODIFICATION OF SECTION 12.13, EXPEDITED PRENATAL OUTREACH
REPORT

         Section 12.13 is deleted in its entirety.

SECTION 2.29      ADDITION OF SECTION 12.14, MEMBER HOTLINE PERFORMANCE REPORT

         Section 12.14 is added as follows:

                  "12.14   MEMBER HOTLINE PERFORMANCE REPORT

                  HMO must submit, on a monthly basis, a Member Hotline
         Performance Report that contains all required elements set out in
         Article 3.7 of this Agreement in a formant approved by HHSC. The
         report is due on the 30th of the month following the end of each
         month."

SECTION 2.30 ADDITION OF SECTION 12.15, SUBMISSION OF STAR DELIVERABLES/REPORTS

         Section 12.15 is added as follows:

                  "12.15   SUBMISSION OF STAR DELIVERABLES/REPORTS

                  12.15.1  Electronic Mail. STAR deliverables and reports
         should be submitted to HHSC via electronic mail unless HHSC expressly
         provides that they must be submitted in a different manner. Reports
         and deliverables that may not be submitted electronically include, but
         are not limited to: Encounter Data, Supplemental Delivery Payment
         data, UDT data, and certain Member Materials.

                  12.15.1.1 The e-mail address for deliverables submission is
         deliver@hhsc.state.tx.us.

                  12.15.1.2 Electronic Mail Restrictions:

                  File Size: E-mail file size is limited to 2.5 MB. Files
         larger than that will need to be compressed (zip file) or split into
         multiple files for submission.


HHSC Contract 529-03-043         Page 12 of 17
<PAGE>
                  Confidentiality: Routine STAR deliverables/reports should not
         contain any member specific data that would be considered
         confidential.

                  12.15.2  FQHC and RHC Deliverables. HMO may submit FQHC and
         RHC deliverables by uploading the required information to the Claims
         Administrator's Bulleting Board System (BBS). The uploaded data must
         contain a unique 8-digit control number. HMO should format the 8-digit
         control number as follows:

                  -        2 digit plan code identification number;

                  -        Julian date; and then

                  -        HMO's 3-digit report number (i.e., HMO's first
                           report will be 001).

                  After uploading the data to the BBS, the HMO must notify HHSC
         via e-mail that it has uploaded the data, and include the name of the
         file and recipient directory. HMO must also mail signed original
         report summaries, including the corresponding 8-digit control number,
         to HHSC within three (3) business days after uploading the data to the
         BBS.

                  12.15.3  Special Submission Needs. In special cases where
         other submission methods are necessary, HMO must contact the assigned
         Health Plan Manager for authorization and instructions.

                  12.15.4  Deliverables due via Mail. HMO should mail reports
         and deliverables that must be submitted by mail to the following
         address:

                  General Mail:
                  Texas Health & Human Services Commission
                  HEDS Contract Deliverables
                  P.O. Box 13247
                  Austin, Texas 78711-3247

                  Overnight Mail:
                  Texas Health & Human Services Commission
                  HEDS Contract Deliverables
                  12555 Riata Vista Circle
                  Austin, TX 78727

                  12.15.5  Texas Department of Insurance (TDI). The submission
         of deliverables/reports to HHSC does not relieve the Plan of any
         reporting requirements/responsibility with TDI. The Plan should
         continue to report to TDI as they have in the past."

SECTION 2.31      MODIFICATIONS TO SECTION 13.1, CAPITATION AMOUNTS

         Section 13.1.7.1 is added:

                  "13.1.7.1 HMO rates for FY 2002 and FY 2003 include pass
         through funds for providers, as appropriated by the 77th Texas
         Legislature. HMO must file reports on pass through methodology
         expenditures as requested by HHSC."


HHSC Contract 529-03-043         Page 13 of 17
<PAGE>
SECTION 2.32      MODIFICATION OF SECTION 13.2, EXPERIENCE REBATE TO THE STATE

         Sections 13.2.1, 13.2.2.1, 13.2.3, and 13.2.5 are replaced with the
following language:

                  "13.2.1  For the Contract Period, HMO must pay to HHSC an
         experience rebate calculated in accordance with the tiered rebate
         method listed below based on the excess of allowable HMO STAR revenues
         over allowable HMO STAR expenses as set forth in Appendix I, as
         reviewed and confirmed by HHSC. HHSC reserves the right to have an
         independent audit performed to verify the information provided by HMO.

                            GRADUATED REBATE METHOD

<TABLE>
<CAPTION>
NET INCOME BEFORE
   TAXES AS A
 PERCENTAGE OF
   REVENUES                              HMO SHARE                    STATE SHARE

<S>                                      <C>                          <C>
0% - 3%                                     100%                          0%
OVER 3% - 7%                                75%                           25%
OVER 7% -10%                                50%                           50%
OVER 10% - 15%                              25%                           75%
OVER 15%                                     0%                          100%
</TABLE>

                  13.2.2.1 The experience rebate for the HMO shall be
         calculated by applying the experience rebate formula in Article 13.2.1
         to the sum of the net income before taxes for all STAR Medicaid
         service areas contracted between the State and HMO.

                  13.2.3   Experience rebate will be based on a pre-tax basis.
         Expenses for value-added services are excluded from the determination
         of Net Income Before Taxes reported in the Final MCFS Report; however,
         HMO may subtract from Net Income Before Taxes, expenses incurred for
         value added services for the experience rebate calculations.

                  13.2.5   There will be two settlements for payment(s) of the
         experience rebate for SFY 2000-2001, two settlements for payment(s)
         for the experience rebate for SFY 2002, and two settlements for
         payment(s) for the experience rebate for SFY 2003. The first settlement
         for the specified contract period shall equal 100 percent of the
         experience rebate as derived from Net Income Before Taxes less the
         value-added services expenses in the first final MCFS Report and shall
         be paid on the same day the first final MCFS Report is submitted to
         HHSC for the specified time period. The second settlement shall be an
         adjustment to the first settlement and shall be paid to HHSC on the
         same day that the second final MCFS Report is submitted to HHSC for
         that specified time period if the adjustment is a payment from HMO to
         HHSC. If the adjustment is a payment from HHSC to HMO, HHSC shall pay
         such adjustment to HMO within thirty (30) days of receipt of the
         second final MCFS Report. HHSC or its agent may audit the MCFS report.
         If HHSC determines that corrections to the MCFS reports are required,
         based on a audit of other documentation acceptable to HHSC, to
         determine an adjustment to the amount of the second settlement, then


HHSC Contract 529-03-043         Page 14 of 17
<PAGE>
         final adjustment shall be made within three years from the date that
         HMO submits the second final MCFS report. HMO must pay the first and
         second settlements on the due dates for the first and second final
         MCFS reports respectively as identified in Article 12.1.4. HHSC may
         adjust the experience rebate if HHSC determines HMO has paid
         affiliates amounts for goods or services that are higher than the fair
         market value of the goods and services in the service area. Fair
         market value may be based on the amount HMO pays a non-affiliate(s) or
         the amount another HMO pays for the same or similar service in the
         service area. HHSC has final authority in auditing and determining the
         amount of the experience rebate."

SECTION 2.33      SECTION 13.3, PERFORMANCE OBJECTIVES

         Section 13.3.9 is replaced with the following language:

                  "13.3.9  The performance objective allocation for HMO shall
         be assigned to each performance objective, described in Appendix K, in
         accordance with the following percentages:


<TABLE>
<CAPTION>
                                    PERCENT OF
                                    PERFORMANCE
                                     OBJECTIVE
EPSDT SCREENS                     INCENTIVE FUND

<S>                               <C>
1.<12 MONTHS                           12%
2. 12 TO 24 MONTHS                     12%
3. 25 MONTHS - 20 YEARS                20%

<CAPTION>
                                     PERCENT OF
                                     PERFORMANCE
                                      OBJECTIVE
IMMUNIZATIONS                       INCENTIVE FUND

<S>                                 <C>
4. <12 MONTHS                          17%
5. 12 TO 24 MONTHS                     12%

<CAPTION>
                                      PERCENT OF
                                      PERFORMANCE
PREGNANCY                              OBJECTIVE
 VISITS                             INCENTIVE FUND

<S>                                 <C>
6. INITIAL PRENATAL EXAM               15%
7. POSTPARTUM VISIT                    12%
</TABLE>

SECTION 2.34      MODIFICATION OF SECTION 13.5, NEWBORN AND PREGNANT WOMEN
PAYMENT PROVISIONS

         Sections 13.5.1.1, 13.5.3 and 13.5.6 are replaced with the following
language:

                  "13.5.1.1 The mother of the newborn Member may request that
         the newborn's health plan coverage be changed to another HMO during
         the first 90 days following the date of birth, but may only do so
         through the Medicaid managed care Enrollment Broker.


HHSC Contract 529-03-043         Page 15 of 17
<PAGE>
                  13.5.3   All non-TP45 newborns whose mothers are HMO Members
         at the time of the birth will be retroactively enrolled into the HMO
         by TDHS Data Control except as outlined in Article 13.5.4.

                  13.5.6   HMO is responsible for payment for all covered
         services provided to TP40 members by in-network or out-of-network
         providers from the date of enrollment in HMO, but prior to HMO
         receiving TP40 Member on monthly capitation file. HMO must waive
         requirement for prior authorization (or grant retroactive prior
         authorization) for medically necessary services provided from the date
         of enrollment in HMO, but prior to HMO receiving TP40 member on
         monthly capitation file."

SECTION 2.35      MODIFICATION OF SECTION 14.3, NEWBORN ENROLLMENT

         Section 14.3.1.1 is replaced with the following language:

                  "14.3.1.1  A mother of a newborn Member may request a plan
         change for her newborn during the first 90 days by contacting the
         Enrollment Broker. If a change is approved, the Enrollment Broker will
         notify both plans involved in the process. If no alternative to the
         plan change can be reached, the Enrollment Broker will notify the HMO
         of the newborn plan change request received from the mother."

SECTION 2.36      MODIFICATION OF SECTION 15.12, NOTICES

         Section 15.12 is replaced with the following language:

                  "Notice may be given by registered mail, facsimile, and/or
         hand delivery. All notices to HHSC shall be addressed to: Medicaid HMO
         Contract Deliverables Manager, HEDS Division, Texas Health and Human
         Services Commission, P.O. Box 13247, Austin, Texas 78711-3247, with a
         copy to the Contract Administrator. Notices to HMO shall be addressed
         to President/CEO, 2100 S. IH-35, Suite 202, Austin, TX 78704."

SECTION 2.37      MODIFICATION OF SECTION 18.1.6, TERMINATION BY HMO

         Section 18.1.6 is replaced with the following language:

                  "18.1.6  HMO may terminate this contract if HHSC fails to pay
         HMO as required under Article 13 of this contract or otherwise
         materially defaults in its duties and responsibilities under this
         contract, or by giving notice no later than 30 days after receiving
         the capitation rates for the Contract Period. Retaining premium,
         recoupment, sanctions, or penalties that are allowed under this
         contract or that result from HMO's failure to perform or HMO's default
         under the terms of this contract is not cause for termination."

SECTION 2.38      MODIFICATION OF SECTION 18.10, REVIEW OF REMEDY OR REMEDIES
TO BE IMPOSED

         Section 18.10 is replaced with the following language:

                  "18.10.2 HMO and HHSC must attempt to informally resolve a
         dispute. If HMO and HHSC are unable to informally resolve a dispute,


HHSC Contract 529-03-043         Page 16 of 17
<PAGE>
         HMO must notify the HEDS Manager and Director of Medicaid/CHIP
         Operations that HMO and HHSC cannot agree. The Director of
         Medicaid/CHIP Operations will refer the dispute to the State Medicaid
         Director who will appoint a committee to review the dispute under
         HHSC's dispute resolution procedures. The decision of the dispute
         resolution committee will be HHSC's final administrative decision."

SECTION 2.39      MODIFICATION OF SECTION 19.1, CONTRACT TERM

         Section 19.1 is replaced with the following language:

                  "19.1    The effective date of this contract is August 31,
         1999. This contract will terminate on August 31, 2003 unless extended
         or terminated earlier as provided for elsewhere in this contract."

SECTION 2.40      MODIFICATIONS TO CONTRACT APPENDICES.

         The following appendices are replaced with the versions attached to
this Amendment:

                  -        Appendix B, HUB

                  -        Appendix C, Value-added Services (for certain HMOs)

                  -        Appendix F, Texas Trauma Facilities

                  -        Appendix G, Texas Hemophilia Centers

                  -        Appendix I, Financial Statistical Report

                  -        Appendix K, Preventive Health Performance Objectives

            ARTICLE 3. REPRESENTATIONS AND AGREEMENT OF THE PARTIES

         The Parties contract and agree that the terms of the Agreement will
remain in effect and continue to govern except to the extent modified in this
Amendment.

         By signing this Amendment, the Parties expressly understand and agree
that this Amendment is hereby made a part of the Agreement as though it were
set out word for word in the Agreement.

         IN WITNESS HEREOF, HHSC AND THE HMO HAVE EACH CAUSED THIS AMENDMENT TO
BE SIGNED AND DELIVERED BY ITS DULY AUTHORIZED REPRESENTATIVE.


     SUPERIOR HEALTH PLAN, INC.              HEALTH & HUMAN SERVICES COMMISSION


By:                                          By:
   --------------------------------             -------------------------------
   Christopher Bowers                           Don Gilbert
   President & CEO                              Commissioner

Date:                                        Date:
     ------------------------------               -----------------------------


HHSC Contract 529-03-043         Page 17 of 17
<PAGE>
STATE OF TEXAS                                     HHSC CONTRACT NO. 529-03-043
COUNTY OF TRAVIS

                                  AMENDMENT 13
                          TO THE AGREEMENT BETWEEN THE
                       HEALTH & HUMAN SERVICES COMMISSION
                                      AND
                           SUPERIOR HEALTH PLAN, INC.
                              FOR HEALTH SERVICES
                                     TO THE
                              MEDICAI STAR PROGRAM
                                     IN THE
                          TRAVIS SERVICE DELIVERY AREA

         THIS CONTRACT AMENDMENT (the "Amendment") is entered into between the
HEALTH & HUMAN SERVICES COMMISSION ("HHSC"). an administrative agency within
the executive department of the State of Texas, and SUPERIOR HEALTH PLAN, INC.
("CONTRACTOR"), a health maintenance organization organized under the laws of
the State of Texas, possessing a certificate of authority issued by the Texas
Department of Insurance to operate as a health maintenance organization, and
having its principal office at 2100 S. IH-35, Suite 202, Austin, Texas 78704.
HHSC and CONTRACTOR may be referred to in this Amendment individually as a
"Party" and collectively as the "Parties."

         The Parties hereby agree to amend their Agreement as set forth in
Article 2 of this Amendment.

                              ARTICLE 1. PURPOSE.

SECTION 1.01      AUTHORIZATION.

         This Amendment is executed by the Parties in accordance with Article
15.2 of the Agreement.

SECTION 1.02      GENERAL EFFECTIVE DATE OF CHANGES.

         This Amendment is effective November 1,2002.

             ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES

SECTION 2.01      MODIFICATION OF ARTICLE 2 DEFINITIONS

         The following term is added to amend the definitions set forth in
Article 2:

                  "EXPERIENCE REBATE PERIOD means each period within the
         Contract Period related to the calculations and settlements of
         Experience Rebates to HHSC described in Section 13.2. The Contract
         Period consists of the following Experience Rebate Periods:

         -        September 1, 1999 through August 31, 2001 (1st Experience
                  Rebate Period)

         -        September 1, 2001 through August 31, 2002 (2nd Experience
                  Rebate Period)

         -        September 1, 2002 through August 31, 2003 (3rd Experience
                  Rebate Period)"


HHSC Contract 529-03-043          Page 1 of 4
<PAGE>
SECTION 2.02      MODIFICATION TO SECTION 13.2, EXPERIENCE REBATE TO STATE

         Section 13.2 is replaced with the following language:

                  "13.2.1  HMO must pay to HHSC an experience rebate for each
         Experience Rebate Period. HMO will calculate the experience rebate in
         accordance with the tiered rebate formula listed below based on Net
         Income Before Taxes (excess of allowable revenues over allowable
         expenses) as set forth in Appendix I. The HMO's calculations are
         subject to HHSC approval, and HHSC reserves the right to have an
         independent audit performed to verify the information provided by HMO.

                            GRADUATED REBATE FORMULA

<TABLE>
<CAPTION>
   NET INCOME
BEFORE TAXES AS
A PERCENTAGE OF
TOTAL REVENUES               HMO SHARE          HHSC SHARE

<S>                          <C>                <C>
0% - 3%                        100%                  0%
OVER 3% - 7%                    75%                 25%
OVER 7% -10%                    50%                 50%
OVER 10% - 15%                  25%                 75%
OVER 15%                         0%                100%
</TABLE>

                  13.2.2   Carry Forward of Prior Experience Rebate Period
         Losses: Losses incurred for one Experience Rebate Period can only be
         carried forward as an offset to Net Income Before Taxes in the next
         Experience Rebate Period.

                  13.2.2.1 HMO shall calculate the experience rebate by
         applying the experience rebate formula in Article 13.2.1 as follows:

                  For the 1st Experience Rebate Period, to the Net Income
         Before Taxes for each STAR Medicaid service area contracted between
         HHSC and HMO. The HMO will separately calculate the experience rebate
         for each service area, and losses in one service area cannot be used
         to offset Net Income Before Taxes in another service area. Losses from
         the 1st Experience Rebate Period can be carried forward to the 2nd
         Experience Rebate Period for the same service area.

                  For the 2nd Experience Rebate Period, to the sum of the Net
         Income Before Taxes for all STAR Medicaid service areas contracted
         between HHSC and HMO. Losses from the 2nd Experience Rebate Period can
         be carried forward to the 3rd Experience Rebate Period.

                  For the 3rd Experience Rebate Period, to the sum of the Net
         Income Before Taxes for all CHIP, STAR Medicaid, and STAR+PLUS
         Medicaid service areas contracted between HHSC or TDHS and HMO.

                  13.2.3   Experience rebate will be based on a pre-tax basis.
         Expenses for value-added services are excluded from the determination


HHSC Contract 529-03-043          Page 2 of 4
<PAGE>


         of Net Income Before Taxes reported in the Final MCFS Report; however,
         HMO may subtract from Net Income Before Taxes, expenses incurred for
         value added services for the experience rebate calculations.

                  13.2.4   Population-Based Initiatives (PBIs) and Experience
         Rebates: HMO may subtract from an experience rebate owed to HHSC,
         expenses for population-based health initiatives that have been
         approved by HHSC. A PBI is a project or program designed to improve
         some aspect of quality of care, quality of life, or health care
         knowledge for the Medicaid population that may also benefit the
         community as a whole. Value-added service does not constitute a PBI.
         Contractually required services and activities do not constitute a
         PBI.

                  13.2.5   There will be two settlements for payment(s) of the
         experience rebate for the 1st Experience Rebate Period, two
         settlements for payment(s) of the experience rebate for the 2nd
         Experience Rebate Period, and two settlements for payments) of the
         experience rebate for the 3rd Experience Rebate Period. Settlement
         payments are payable to HHSC. The first settlement for the specified
         Experience Rebate Period shall equal 100 percent of the experience
         rebate as derived from Net Income Before Taxes reduced by any
         value-added services expenses in the first Final MCFS Report and shall
         be paid on the same day that the first Final MCFS Report is submitted
         to HHSC for the specified time period. The second settlement shall be
         an adjustment to the first settlement and shall be paid on the same
         day that the second Final MCFS Report is submitted to HHSC for that
         specified time period if the adjustment is a payment from HMO to HHSC.
         If the adjustment is a payment from HHSC to HMO, HHSC shall pay such
         adjustment to HMO within thirty (30) days of receipt of the second
         Final MCFS Report. HHSC or its agent may audit the MCFS Reports. If
         HHSC determines that corrections to the MCFS Reports are required,
         based on an audit of other documentation acceptable to HHSC, to
         determine an adjustment to the amount of the second settlement, then
         final adjustment shall be made within three (3) years from the date
         that HMO submits the second Final MCFS Report. HMO must pay the first
         and second settlements on the due dates for the first and second Final
         MCFS Reports, respectively, as identified in Article 12.1.4. HHSC may
         adjust the experience rebate if HHSC determines HMO has paid (an)
         affiliate(s) amounts for goods or services that are higher than the
         fair market value of the goods and services in the service area. Fair
         market value may be based on the amount HMO pays (a) non-affiliate(s)
         or the amount another HMO pays for the same or similar goods and
         services in the service area. HHSC has final authority in auditing and
         determining the amount of the experience rebate."

            ARTICLE 3. REPRESENTATIONS AND AGREEMENT OF THE PARTIES

         The Parties contract and agree that the terms of the Agreement will
remain in effect and continue to govern except to the extent modified in this
Amendment.

         By signing this Amendment, the Parties expressly understand and agree
that this Amendment is hereby made a part of the Agreement as though it were
set out word for word in the Agreement.


HHSC Contract 529-03-043          Page 3 of 4
<PAGE>
         IN WITNESS HEREOF, HHSC AND THE CONTRACTOR HAVE EACH CAUSED THIS
AMENDMENT TO BE SIGNED AND DELIVERED BY ITS DULY AUTHORIZED REPRESENTATIVE.


       SUPERIOR HEALTH PLAN, INC.           HEALTH & HUMAN SERVICES COMMISSION


By:                                       By:
   ----------------------------------        ----------------------------------
   Christopher Bowers                        Don A. Gilbert
   President and CEO                         Commissioner

Date:                                     Date:
     --------------------------------          --------------------------------


HHSC Contract 529-03-043          Page 4 of 4