<PAGE>
                                                                    EXHIBIT 10.2


                                 FIRST AMENDMENT
                                     TO THE
                                CONTRACT BETWEEN
                  THE OFFICE OF MEDICAID POLICY AND PLANNING,
             THE OFFICE OF THE CHILDREN'S HEALTH INSURANCE PROGRAM
                                      AND
                   COORDINATED CARE CORPORATION INDIANA, INC.

         This FIRST AMENDMENT to the above-referenced Contract is made and
entered into by and between the State of Indiana [hereinafter "State" of "State
of Indiana"], through the Office of Medicaid Policy and Planning and Office of
the Children's Health Insurance Program [hereinafter called "Office"], of the
Indiana Family and Social Services Administration, 402 West Washington Street,
Room W382, Indianapolis, Indiana 46204, and Coordinated Care Corporation
Indiana, Inc., doing business as Managed Health Services, 950 North Meridian,
Suite 200, Indianapolis, Indiana., (hereinafter "Contractor").

         WHEREAS, the State of Indiana and Contractor have previously entered
into a contract for a term beginning January 1, 2001 and ending December 31,
2002, [hereinafter "the original contract"] for services to arrange for and to
administer a risk-based managed care (RBMC) program for certain Hoosier
Healthwise enrollees in packages A, B and C as procured through Broad Agency
Announcement (BAA) 01-28;

         WHEREAS, the parties desire to further extend the duties to be
performed by the Contractor due to mandatory risk-based managed care (RBMC)
enrollment in certain counties, pursuant to IC 12-15-12-14;

         NOW THEREFORE, the parties enter into this FIRST AMENDMENT for the
consideration set out below, all of which is deemed to be good and sufficient
consideration in order to make this FIRST AMENDMENT a binding legal instrument.

    1.   The parties hereby ratify and incorporate herein each term and
         condition set out in the original contract, as well as all written
         matters incorporated therein except as specifically provided for by
         this FIRST AMENDMENT.

    2.   The term of this amendment is from April 1, 2002, through December 31,
         2002, subject to the termination and/or extension provisions as
         provided for under the original contract.

    3.   The parties agree that the BAA is amended to add the following
         additional Contractor Duties:

         A.       Section 3.6.1.3 of the BAA is amended to require the
                  Contractor to submit the "Mandatory RBMC Transition Report"
                  (Attachment A) according the schedule set out in the "2002
                  Hoosier Healthwise MCO Reporting Calendar for Mandatory RBMC
                  Transition Report" (Attachment B), unless the MCO has received
                  written notification from OMPP that the report, or certain
                  data elements in the report, is/are no longer required or may
                  be reported less frequently.



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         B.       The parties agree that Section 3.6.3 of the BAA is amended to
                  require the Contractor to obtain written approval of the State
                  prior to closing its provider networks, which shall not be
                  unreasonably withheld or delayed.

         C.       The parties agree that Sections 3.6.6 and 3.6.7.3 of the BAA
                  are amended to require the Contractor to maintain a monthly
                  telephone abandonment rate equal to or less than five percent
                  of calls received each by the member helpline and provider
                  helpline. The parties agree that BAA Section 3.16 is amended
                  to add a new section 3.16.8 to read as follows:

                           Section 3.16.8 The MCO will comply with the call
                           abandonment requirements for the member and provider
                           helplines described in Sections 3.6.6. and 3.6.7.3 of
                           this BAA. Because actual damages caused by
                           non-compliance are not subject to exact
                           determination, the State will assess the MCO, as
                           liquidated damages and not as a penalty, (a) two
                           hundred dollars ($200.00) for each business day the
                           MCO fails to submit required documentation to provide
                           evidence of compliance with this requirement, or (b)
                           two thousand dollars ($2000.00) for each month the
                           MCO fails to meet the requirement after 2 consecutive
                           months of non-compliance on the member helpline or
                           (c) two thousand dollars ($2000.00) for each month
                           the MCO fails to meet the requirement after 2
                           consecutive months of non-compliance on the provider
                           helpline.

         D.       The parties agree that Section 3.5.3 of the BAA is amended to
                  allow OMPP to change, at OMPP's discretion, the frequency of
                  the MCO Enrollment Rosters generated by OMPP's fiscal agent to
                  once per month, upon reasonable and adequate prior written
                  notice to the Contractor.

         E.       The parties agree that Section 3.6.3 of the BAA is amended to
                  require the Contractor to develop and adhere to a plan for
                  identifying and serving people with special needs. The plan
                  must satisfy any applicable federal requirements.

    4.   The parties agree that, in consideration of the services to be
         performed by the Contractor as delineated in this First Amendment and
         the original contract, the Offices' will adjust the capitation rates,
         as contained in the Offices' capitation payment listing, as the
         counties transition to mandatory MCO enrollment. The rate adjustment
         factors shown in the following table will be applied to the base rates
         for the entire region upon implementation of mandatory enrollment for
         the specified county or county combinations. The base rates for the
         region are the rates in effect on January 1, 2002, without any
         adjustment for mandatory enrollment.

<Table>
<Caption>
REGION                  COUNTY                PACKAGE A/B               PACKAGE C
------                  ------                -----------               ---------
<S>                  <C>                      <C>                       <C>
North                   Allen                    0.9%                      1.7%
North                  Elkhart                   0.7%                      0.9%
North                St. Joseph                  1.4%                      1.6%
North                   Lake                     2.1%                      2.1%
</Table>


MCO Contract, First Amendment            Coordinated Care Corp. of Indiana, Inc.


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<PAGE>


<Table>
<Caption>
REGION                  COUNTY                PACKAGE A/B               PACKAGE C
------                  ------                -----------               ---------
<S>        <C>                                <C>                       <C>
North               Allen/Elkhart                1.4%                      2.2%
North             Allen/St. Joseph               1.9%                      2.5%
North                Allen/Lake                  2.4%                      2.8%
North            Elkhart/St. Joseph              1.8%                      2.1%
North               Elkhart/Lake                 2.6%                      2.8%
North              Lake/St. Joseph               2.6%                      2.8%
North         Allen/Elkhart/ St. Joseph          2.2%                      2.8%
North            Allen/Elkhart/ Lake             2.7%                      3.1%
North          Elkhart/St. Joseph/Lake           2.8%                      3.0%
North      Allen/Elkhart/St. Joseph/Lake         3.0%                      3.4%
Central               Marion                     1.8%                      2.1%
Central              Hamilton                    0.3%                      0.6%
Central          Marion/Hamilton                 1.9%                      2.3%
South               Vanderburgh                  4.1%                      3.7%
</Table>

    5.   The Contractor agrees to provide OMPP with prior written notice at
         least ninety (90) days in advance of their inability to maintain a
         sufficient Primary Medical Provider (PMP) network in any of the
         counties where mandatory RBMC has been or will be implemented,
         including Marion, Allen, Elkhart, St. Joseph, Lake, Hamilton, and
         Vanderburgh Counties, such that the program would not be able to
         maintain the appropriate member choice of two (2) MCOs, pursuant to
         federal requirements.

    6.   The Contractor agrees that agreements with PMPs in mandatory RBMC
         counties shall comply with the following requirements:

         A.       Any PMP agreements entered into on or after April 1, 2002,
                  shall include a provision allowing the PMP to terminate the
                  agreement for any reason upon written notice to the
                  Contractor. The Contractor may require that the physician
                  provide said notice to the Contractor up to ninety (90) days
                  prior to termination.

         B.       Any PMP agreements entered into before April 1, 2002, in which
                  the initial term, as defined in the agreement, will expire on
                  or after June 30, 2002, will be amended by July 1, 2002, to
                  allow the PMP to terminate the agreement for any reason upon
                  written notice to the Contractor. The Contractor may require
                  that the physician provide said notice to the Contractor up to
                  ninety (90) days prior to termination. The Contractor agrees
                  to notify these PMPs, by April 30, 2002, that their agreements
                  will be amended and that they may terminate the agreement upon
                  ninety (90) days written notice.

         C.       The Contractor agrees that PMP agreements in which the initial
                  term has expired, or will expire before July 1, 2002, may be
                  terminated by the PMP for any reason upon one hundred twenty
                  (120) days written notice to the Contractor. The Contractor
                  agrees to notify the PMPs whose initial agreement term has
                  expired that they may terminate the agreement upon one hundred
                  twenty (120) days written notice. If an agreement described in
                  this paragraph is amended for any reason, the agreement shall
                  include a provision allowing the PMP to terminate the
                  agreement for any reason upon written


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                  notice to the Contractor. The Contractor may require that the
                  physician provide said notice to the Contractor up to ninety
                  (90) days prior to termination.

    7.   The parties agree that this First Amendment has been duly prepared and
         executed pursuant to Section VII.B. of the original contract.

    8.   The undersigned attests, subject to the penalties for perjury, that he
         is the contracting party, or that he is the representative, agent,
         member or officer of the contracting party, that he has not, nor has
         any other member employee, representative, agent or officer of the
         firm, company, corporation or partnership represented by him, directly
         or indirectly, to the best of his knowledge, entered into or offered to
         enter into any combination, collusion or agreement to receive or pay,
         and that he has not received or paid, any sum of money or other
         consideration for the execution of this agreement other than that which
         appears upon the face of the agreement.



MCO Contract, First Amendment            Coordinated Care Corp. of Indiana, Inc.

                                   Page 4 of 5
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WHEREOF, the parties have executed this Contract.

For the Contractor:                             For the State of Indiana:

/s/ Rita Johnson-Mills                          /s/ Melanie M. Bella
------------------------------                  --------------------------------
Rita Johnson-Mills                              Melanie M. Bella
Plan President and CEO                          Assistant Secretary
Coordinated Care Corporation Indiana, Inc.      Office of Medicaid Policy and
                                                Planning

Date: 4-5-02                                    Date: 4-8-02
    -----------                                      -----------

                                                Kathryn H. Moses, Director
APPROVED:                                       Office of Children's Health
                                                Insurance Program

Betty Cockrum, Director                         Date:
State Budget Agency                                  -----------

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


APPROVED AS TO FORM AND                         APPROVED:
LEGALITY:

------------------------------                  --------------------------------
Stephen Carter                                  Glenn R. Lawrence Commissioner
Attorney General of Indiana                     Department of Administration

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


MCO Contract, First Amendment            Coordinated Care Corp. of Indiana, Inc.

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