<PAGE>
                                                                    Exhibit 10.2

           ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM ADMINISTRATION
                        DIVISION OF BUSINESS AND FINANCE
                               CONTRACT AMENDMENT

(AHCCCS LOGO)

                                                     Page 1 of 3 plus Attachment

<TABLE>
<S>                 <C>                <C>                               <C>
1. AMENDMENT NO.:   2. CONTRACT NO.:   3. EFFECTIVE DATE OF AMENDMENT:   4. PROGRAM:
        12            YH04-0001-03              JANUARY 1, 2006               DHCM
</TABLE>

5. CONTRACTOR/PROVlDER NAME AND ADDRESS:

                              HEALTH CHOICE ARIZONA
                           1600 W. BROADWAY, SUITE 260
                            TEMPE, ARIZONA 85282-1136

6. PURPOSE:

          To incorporate the changes below and to amend capitation rates.

7. The above referenced contract is hereby amended as follows:

     A.   SECTION B, CAPITATION RATES - SEE ATTACHED RATE SHEET

     B.   SECTION C, DEFINITIONS: MEDICARE PART D EXCLUDED DRUGS

          Medicare Part D is the Prescription Drug Coverage option available to
          Medicare beneficiaries, including those also eligible for Medicaid.
          Medications that are available under this benefit will not be covered
          by AHCCCS post January 1, 2006. There are certain drugs that are
          excluded from coverage by Medicare, and will continue to be covered by
          AHCCCS. Those medications are barbiturates, benzodjazepines, and over
          the counter medication as defined in the AMPM. Prescription
          medications that are covered under Medicare, but are not on a Part D
          Health Plan's formulary are not considered excluded drugs, and will
          not be covered by AHCCCS.

     C.   SECTION D, PROGRAM REQUIREMENTS, PARAGRAPH 29, NETWORK MANAGEMENT:

          Insert the following language at the end of the Network Management
          paragraph:

          HOMELESS CLINICS:

          Contactors in Maricopa and Pima County must contract with homeless
          clinics at the AHCCCS Fee-for-Service rate for Primary Care services
          on or before April 1, 2006. Contracts must stipulate that:

          1.   Only those members that request a homeless clinic as a PCP may be
               assigned to them; and

          2.   Members assigned to a homeless clinic may be referred
               out-of-network for needed specialty services

          The Contractor must make resources available to assist homeless
          clinics with administrative issues such as obtaining Prior
          Authorization, and resolving claims issues.

          AHCCCSA will convenc meetings, as necessary, with the Contractors and
          the homeless clinics to resolve administrative issues and perceived
          barriers to the homeless members receiving care. Representatives from
          the Contractor must attend these meetings.

     D.   SECTION D, PROGRAM REQUIREMENTS, PARAGRAPH 57, REINSURANCE

          INSERT THE FOLLOWING LANGUAGE UNDER REINSURANCE AUDITS

          For CYE 2002, CYE 2003, CYE 2004, and CYE 2005, the Reinsurance Audit
          Process as described in contract is discontinued. No audit related
          recoupments will be made on reinsurance payments made for services
          delivered in the above listed contract years.

          DELETE THE PRE-AUDIT PARAGRAPH AND REPLACE IT WITH THE FOLLOWING
          LANGUAGE:

          PRE-AUDIT: Beginning in CYE 2006 medical audits on prospective and
          prior period coverage reinsurance cases will be conducted on a
          statistically significant random sample selected based on utilization
          trends. The Division of Health Care

<PAGE>

          Management will select reinsurance cases based on encounter data
          received during the contract year to assure timeliness of the audit
          process. The Contractor will be notified of the documentation required
          for the medical audit. For closed contracts, a 100% audit may be
          conducted.

     E.   SECTION D, PROGRAM REQUIREMENTS, PARAGRAPH 60, MEDICARE SERVICES AND
          COST SHARING

          INSERT THE FOLLOWING LANGUAGE AFTER THE FIRST PARAGRAPH:

          When a person with Medicare who is also eligible for Medicaid (dual
          eligible) is in a medical institution that is funded by Medicaid for a
          full calendar month, the dual eligible person is not required to pay
          co-payments for their Medicare covered prescription medications for
          the remainder of the calendar year. To ensure appropriate information
          is communicated for these members to the Center for Medicare and
          Medicaid Services (CMS), effective January 1, 2006 the Contractor
          must, using the approved form, notify the AHCCCS Member File Integrity
          Section (MFIS), via fax at (602) 253-4807 as soon as it determines
          that a dual eligible person is expected to be in a medical institution
          that is funded by Medicaid for a full calendar month, regardless of
          the status of the dual eligible person's Medicare lifetime or annual
          benefits. This includes:

               a.   Members who have Medicare part "B" only;

               b.   Members who have used their Medicare part "A" life time
                    inpatient benefit;

               c.   Members who are in a continuous placement in a single
                    medical institution or any combination of continuous
                    placements in a medical institution.

          For purposes of the medical institution notification, medical
          institutions are defined as acute hospitals, psychiatric hospital -
          Non IMD, psychiatric hospital - IMD, residential treatment center -
          Non IMD, residential treatment center - IMD, skilled nursing
          facilities, and Intermediate Care Facilities for the Mentally
          Retarded.

     F.   SECTION D, PROGRAM REQUIREMENTS, PARAGRAPH 78, MEDICARE MODERNIZATION
          ACT (MMA)

          DELETE PARAGRAPH 78, MEDICARE MODERNIZATION ACT LANGUAGE AND INSERT
          THE FOLLOWING:

          The Medicare Modernization Act of 2003 created a prescription drug
          benefit called Medicare Part D for individuals who are eligible for
          Medicare Part A and/or enrolled in Medicare Part B. Beginning January
          1, 2006, AHCCCS will no longer cover prescription drugs that are
          covered under Part D for dual eligible members. AHCCCS will not cover
          prescription drugs for this population whether or not they are
          enrolled in Medicare Part D. Capitation rates will be adjusted
          accordingly to account for this change.

          DRUGS EXCLUDED FROM MEDICARE PART D: AHCCCS will continue to cover
          those drugs ordered by a PCP, attending physician, dentist or other
          authorized prescriber and dispensed under the direction of a licensed
          pharmacist subject to limitations related to prescription supply
          amounts, contractor formularies and prior authorization requirements
          if they are excluded from Medicare Part D coverage. Medications that
          are covered by Part D, but are not on a specific Part D Health Plan's
          formulary are not considered excluded drugs and will not be covered by
          AHCCCS.

          As the Medicare Modernization Act is fully implemented, there may be
          required changes to business practices of AHCCCS and contractors or
          the contract. AHCCCS will identify potential impacts and work with
          contractors to implement necessary program changes.

     G.   PURSUANT TO SECTION E, CONTRACT CLAUSES, PARAGRAPH 46 AND SECTION F,
          ATTACHMENT A, MINIMUM SUBCONTRACT PROVISIONS, PARAGRAPH 27

          PLEASE INSERT THE FOLLOWING FEDERAL IMMIGRATION AND NATIONALITY ACT
          LANGUAGE IN PARAGRAPH 46 AND 27 OF THE SECTIONS LISTED ABOVE.

          ALL SUBCONTRACTS MUST CONTAIN THE FOLLOWING PROVISION BY OCTOBER
          1, 2006

          The Contractor shall comply with all federal, state and local
          immigration laws and regulations relating to the immigration status of
          their employees during the term of the contract. Further, the
          Contractor shall flow down this requirement to all subcontractors
          utilized during the term of the contract. The State shall retain the
          right to perform random audits of contractor and subcontractor records
          or to inspect papers of any employee thereof to ensure compliance.
          Should the State determine that the contractor and/or any
          subcontractors be found noncompliant, the State may pursue all
          remedies allowed by law, including, but not limited to; suspension of
          work, termination of the contract for default and suspension and/or
          debarment of the contractor.


                                        2

<PAGE>

NOTE: Please sign and date both and return one original to:
                              Gary L. Callahan, Contract Management Supervisor
                              AHCCCS Contracts and Purchasing
                              701 E. Jefferson, MD 5700
                              Phoenix, AZ 85034

8. EXCEPT AS PROVIDED FOR HEREIN, ALL TERMS AND CONDITIONS OF THE ORIGINAL
CONTRACT NOT HERETOFORE CHANGED AND/OR AMENDED REMAIN UNCHANGED AND IN FULL
EFFECT.

     IN WITNESS WHEREOF THE PARTIES HERETO SIGN THEIR NAMES IN AGREEMENT.

9. NAME OF CONTRACTOR:                  10. ARIZONA HEALTH CARE COST CONTAINMENT
   HEALTH CHOICE ARIZONA                    SYSTEM

SIGNATURE OF AUTHORIZED INDIVlDUAL:     SIGNATURE:


/s/ CAROLYN ROSE                        /s/ MICHAEL VEIT
-------------------------------------   ----------------------------------------
TYPED NAME: CAROLYN ROSE                TYPED NAME: MICHAEL VEIT
TITLE: CHIEF EXECUTIVE OFFICER          TITLE: CONTRACTS AND PURCHASING
                                               ADMINISTRATOR

DATE 12/30/2005                         DATE: DECEMBER 14, 2005


                                        3

<PAGE>

                   ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM
                      CAPITATION RATE SUMMARY - ACUTE RATES
                              HEALTH CHOICE ARIZONA
                                 1/1/06-9/30/06

<TABLE>
<CAPTION>
                                                                                             MATERNITY                        MED
TITLE XIX AND         TANF     TANF      TANF     TANF     TANF     SSI      SSI             DELIVERY                      HOSPITAL
KIDSCARE RATES:      <1,M/F  1-13,M/F  14-44,F  14-44,M  45+,M/F   W/MED   W/OMED    SFP   SUPPLEMENT  NON-MED    MED    SUPPLEMENT
---------------     -------  --------  -------  -------  -------  -------  -------  ------  ----------  -------  -------  ----------
<S>                 <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>     <C>         <C>      <C>      <C>
4 Apache/Coconino
   /Mohave/Navajo   $437.59   $105.41  $203.O2  $149.05  $357.09  $207.42  $636.53  $15.92   $5,707.51  $462.01  $813.64  $11,298.83
8 Gila/Pinal        $433.76   $105.05  $180.34  $127.17  $350.96  $182.57  $564.65  $17.67   $6,038.29  $425.54  $820.62  $10,021.35
10 Pima             $428.12   $102.00  $180.48  $121.47  $377.71  $191.20  $615.92  $14.16   $5,911.62  $380.22  $816.05  $10,415.89
12 Maricopa         $430.16   $102.38  $181.11  $125.43  $358.09  $171.76  $553.40  $18.63   $6,089.86  $428.84  $825.41  $ 9,902.59
</TABLE>

<TABLE>
<CAPTION>
                       TANF      TAMF      TANF     TANF     TANF     SSI      SSI
PCC RATES:           <1,M/F    1-13,M/F  14-44,F  14-44,M  45+,M/F   W/Med   W/o,Med                    NON-MED     MED
----------          ---------  --------  -------  -------  -------  -------  -------                    -------  ---------
<S>                 <C>        <C>       <C>      <C>      <C>      <C>      <C>                        <C>      <C>
4 Apache/Coconino
   /Mohave/Navajo   $  762.80   $41.29   $150.39  $122.52  $283.36   $40.89   $90.61                    $629.38  $1,575.24
8 Gila/Pinal        $  762.80   $41.29   $150.39  $122.52  $283.36   $40.89   $90.61                    $590.91  $1,558.69
10 Pima             $1,241.25   $41.29   $156.42  $127.43  $294.68   $31.86   $85.48                    $640.46  $1,597.79
12 Maricopa         $1,236.65   $41.29   $156.42  $127.43  $294.68   $32.08   $85.48                    $573.80  $1,548.92
</TABLE>

<TABLE>
<CAPTION>
                      HIFA     HIFA     HIFA    HIV/AIDS
OTHER RATES:        14-44,F  14-44,M  45+,M/F  SUPPLEMENT
------------        -------  -------  -------  ----------
<S>                 <C>      <C>      <C>      <C>
4 Apache/Coconino
   /Mohave/Navojo   $229.48  $162.28  $394.63    $765.46
8 Gila/Pinal        $204.22  $138.74  $388.55    $765.46
10 Pima             $203.74  $131.93  $418.75    $755.46
12 Maricopa         $205.19  $136.91  $396.73    $755.46
</TABLE>

*    Rates have been adjusted for $35,000 Reinsurance Deductible