Exhibit 10.4


    
      

    

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    Exhibit
      10.4

     

    

      AMENDMENT
        #1

      TO
        THE MEDICAL SERVICES CONTRACT BETWEEN THE FLORIDA HEALTHY KIDS CORPORATION
        AND
        HEALTHEASE OF FLORIDA, INC. AND WELLCARE HMO, INC.

       

      THIS
        AMENDMENT #1 is made and entered into this ^
        I
        day of
        November, by and between Florida Healthy Kids Corporation (PHKC) and HEALTHEASE
        OF FLORIDA, INC. AND WELLCARE HMO, INC. hereinafter collectively referred
        to as
        INSURER.

       

      1.
        In
        accordance with Sections 3-16 and 3-17 of the current Medical Services Contract
        between FHKC and INSURER dated October 1, 2005 (Contract), it is agreed by
        the
        parties that Exhibit A, Sections I is amended to read:

       

      I.
        Premium Rate

       

      The
        Comprehensive Medical Care Services premium for the coverage period December
        1,
        2006 through September 30, 2007 shall be as follows:

      


      
        	
                HEALTHEASE
                  COUNTIES

              	 	 	 
	
                Per
                  Enrollee Per Month:

              	 	 	 
	
                CITRUS

              	 	
                $

              	
                97.01

              	 
	
                DUVAL

              	 	
                $

              	
                114.37

              	 
	
                ESCAMBIA

              	 	
                $

              	
                101.56

              	 
	
                HIGHLANDS

              	 	
                $

              	
                112.05

              	 
	
                JEFFERSON

              	 	
                $

              	
                98.51

              	 
	
                LAKE

              	 	
                $

              	
                74.36

              	 
	
                MADISON

              	 	
                $

              	
                98.51

              	 
	
                MARTIN 

              	 	
                $

              	
                100.61

              	 
	
                PUTNAM 

              	 	
                $

              	
                92.41

              	 
	
                WAKULLA

              	 	
                $

              	
                97.01

              	 
	 	 	 	 	 
	
                STAYWELL
                  COUNTIES

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Per
                  Enrollee Per Month:

              	 	 	 	 
	
                BREVARD 

              	 	
                $

              	
                90.88

              	 
	
                BROWARD

              	 	
                $

              	
                96.87

              	 
	
                CHARLOTTE 

              	 	
                $

              	
                98.51

              	 
	
                COLLIER

              	 	
                $

              	
                98.51

              	 
	
                DESOTO 

              	 	
                $

              	
                98.51

              	 
	
                HERNANDO

              	 	
                $

              	
                125.92

              	 
	
                HILLSBOROUGH

              	 	
                $

              	
                80.26

              	 
	
                LEE 

              	 	
                $

              	
                96.87

              	 
	
                MANATEE

              	 	
                $

              	
                98.51

              	 
	
                MIAMI-DADE

              	 	
                $

              	
                96.87

              	 
	
                ORANGE

              	 	
                $

              	
                80.26

              	 
	
                OSCEOLA

              	 	
                $

              	
                80.26

              	 
	
                PALM
                  BEACH

              	 	
                $

              	
                96.87

              	 
	
                PINELLAS

              	 	
                $

              	
                80.26

              	 
	
                SARASOTA

              	 	
                $

              	
                98.51

              	 
	
                SEMINOLE

              	 	
                $

              	
                80.26

              	 


      

      


      FHKC
        Rate
        Adjustment Amendment 12-06 Page 

      1
        of
        3

       

      ___
        FHKC

       TF
        INSURER


       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

       

      2.
        The
        effective date of this Amendment is December 1, 2006. All other provisions
        of
        Exhibit A and the Contract in its entirety including all other exhibits shall
        remain in full force and effect as executed by the parties effective October
        1,
        2005.

       

      [SIGNATURE
        PAGE FOLLOWS]

      


      


      


      


      FHKC
        Rate
        Adjustment Amendment 12-06 

      Page
        2 of
        3

      


      
        ___
          FHKC

         TF
          INSURER


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the Parties have caused this Contract, to be executed by
        their
        undersigned officials as duly authorized. 

      


      DONE
        this
29th
        day of
November,
        2006.

      


      


      
        	
                INSURER:

                 

              	
                Florida
                  Healthy Kids Corporation

              
	
                /s/
                  Todd S. Farha

              	
                /s/
                  Rose Naff

              
	
                Todd
                  S. Farha

                President and
                  CEO

                 

              	
                Rose
                  M. Naff

                Excutive
                  Director

              
	
                Subscribed
                  and sworn to me this 28th
                  day of November,
                  2006

              	
                Subscribed
                  and sworn to me, this 18th
                  day of December,
                  2006

              
	
                /s/
                  Tina Marcario

                Notary
                  Public

                 

              	
                /s/
                  Amber N. Floyd

                Notary
                  Public

              
	
                4/3/2008

                My
                  Commission Expires

                 

              	
                11/14/2009

                My
                  Commission Expires

              
	
                1.
                  /s/
                  Eva Mangin

                Witness

              	
                1.
                  /s/
                  Amber N. Floyd

                Witness

                 

              
	
                Eva
                  Mangin

                Print
                  Name

                 

              	
                Amber
                  N. Floyd

                Print
                  Name

              
	
                2.
                  /s/
                  Robin Lord

                Witness

                 

              	
                2.
                  /s/
                  Jennifer Lloyd

                Witness

              
	
                Robin
                  Lord

                Print
                  Name

              	
                Jennifer
                  Lloyd

                Print
                  Name

              
	 	
                 

                /s/
                  Jennifer Lloyd

                Reviewed
                  by: Jennifer Lloyd 12/1/2006

                Director
                  of External Affairs

                 

              
	 	
                /s/
                  Margaret Moody

                Reviewed
                  by: Margaret Moody 12/11/2006

                Corporate
                  Counsel, FL Bar #460500

              


      

       

      FHKC
        Rate
        Adjustment Amendment 12-06 

      Page
        3 of
        3

       

      


      
        ___
          FHKC

         TF
          INSURER