<PAGE>
                                                                   Exhibit 10.6a

                                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 Bexar 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 2001.

Health and Human Services Commission     Superior Health Plan, Inc.



By:                                      By:
   ------------------------------            ----------------------------------
   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 1999
Contract for Services between the Health and Human Services Commission and HMO
in the Bexar 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                             $ 181.40
--------------------------------------------------------------------------------
 TANF Children > 12 Months of Age        $  65.77
--------------------------------------------------------------------------------
 Expansion Children > 12 Months          $  61.38
 of Age
--------------------------------------------------------------------------------
 Newborns ( < 12 Months of Age)          $ 379.74
--------------------------------------------------------------------------------
 TANF Children  < 12 Months of Age       $ 379.74
--------------------------------------------------------------------------------
 Expansion Children < 12 Months          $ 379.74
 of Age
--------------------------------------------------------------------------------
 Federal Mandate Children                $  54.74
--------------------------------------------------------------------------------
 CHIP Phase I                            $  72.38
--------------------------------------------------------------------------------
 Pregnant Women                          $ 257.80
--------------------------------------------------------------------------------
 Disabled/Blind                          $  14.00
 Administration
--------------------------------------------------------------------------------
</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: $2.834.10. 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
                           BEXAR 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 IN THE BEXAR 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>


                                                    HHSC CONTRACT NO. 529-03-042
STATE OF TEXAS
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
                           BEXAR 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 529-03-042         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 TAC 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 TAC, 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 529-03-042         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 529-03-042         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 529-03-042           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 5A, 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 529-03-042           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 TAC ss.354.2211, and the maintaining benefits
                  and services contained in 1 TAC 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 529-03-042           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 529-03-042           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 529-03-042         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 529-03-042            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 529-03-042         Page 10 of 17




<PAGE>


                           -        This second one-year contract extension
                  period (SPY 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(a)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 529-03-042      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 529-03-042          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 529-03-042           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           HMO SHARE                    STATE SHARE
       REVENUES

-------------------------------------------------------------------------------
<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 SPY 2000-2001, two settlements
                  for payment(s) for the experience rebate for SPY 2002, and two
                  settlements for payments) for the experience rebate for SPY
                  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 529-03-042            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>
--------------------------------------------------------------------------------
       EPSDT SCREENS                        PERCENT OF PERFORMANCE OBJECTIVE
                                                      INCENTIVE FUND

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



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
        IMMUNIZATIONS                        PERCENT OF PERFORMANCE OBJECTIVE
                                                        INCENTIVE FUND

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
       PREGNANCY VISITS                           PERCENT OF PERFORMANCE
                                                 OBJECTIVE 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 529-03-042            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 529-03-042    age 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 529-03-042        Page 17 of 17

<PAGE>
STATE OF TEXAS                                     HHSC CONTRACT NO. 529-03-042
COUNTY OF TRAVIS

                                  AMENDMENT 13
                          TO THE AGREEMENT BETWEEN THE
                      HEALTH & HUMAN SERVICES COMMISSION
                                      AND
                           SUPERIOR HEALTH PLAN, INC.
                              FOR HEALTH SERVICES
                                     TO THE
                             MEDICATO STAR PROGRAM
                                     IN THE
                          BEXAR 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 529-03-042          Page 1 of 4
<PAGE>
SECTION 2.02      MODIFICATION TO SECTION 3.2, 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 529-03-042          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 payment(s) 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 529-03-042          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 529-03-042          Page 4 of 4