##### 



Exhibit 10.6.7 (STATE OF NEW JERSEY LOGO) State of New JerseyDEPARTMENT OF HUMAN SERVICESRICHARD J. CODEYActing Governor
    
    DIVISION OF MEDICAL ASSISTANCE AND HEALTH SERVICES
    
    JAMES M. DAVYCommissionerP.O. Box 712Trenton, NJ 08625-0712Telephone 1-800-356-1561ANN CLEMENCY KOHLERDirector
 November 22, 2004 Norine Yukon
CEO/President
AMERIGROUP New Jersey, Inc.
399 Thornall Street, 9th Floor
Edison, NJ 08837 Dear Ms. Yukon: Recently, the Office of Managed Health Care sent to you a contact amendment for your
signature that combined changes to the benefits available to certain populations and
changes to effect the enrollment of DYFS foster children. We have revised the amendment
process to include two separate amendments. Since the DYFS foster care enrollment also requires changes to our waiver with CMS, we
felt that it was necessary to handle this in a separate amendment in order not to delay
the benefit changes projected for January 1, 2005. There were no additional changes made to the contract language that you have already
received. Please sign both signature sheets (five copies each) and return to our office by December
2, 2004. Please feel free to contact me with any questions you may have. Sincerely,Jill Simone, MDExecutive DirectorOffice of Managed Health Care
 JS:RH:dv
c: John Koehn New Jersey Is An Equal
Opportunity Employer




---



##### 



Exhibit 10.6.7 STATE OF NEW JERSEY DEPARTMENT OF HUMAN SERVICES DIVISION OF MEDICAL ASSISTANCE AND HEALTH SERVICES AND AMERIGROUP NEW JERSEY, INC. AGREEMENT TO PROVIDE HMO SERVICES In accordance with Article 7, section 7.11.2A and 7.11.2B of the
contract between AMERIGROUP New Jersey,Inc. and the State of New Jersey,
Department of Human Services, Division of Medical Assistance and Health
Services (DMAHS), effective date October 1, 2000, all parties agree that the
contract shall be amended, effective January 1, 2005 , as follows:




---



##### 



Exhibit 10.6.7  1.
    Article 4, Provision of Health Care Services.Sections
4.1.2(A)9; 4.1.2(A)18; 4.1.3(A)9; 4.1.3(A)10 and 4.8.8(M)3(m)
(deleted), re-number remaining section, shall be amended as reflected
In Article 4, Sections 4.1.2(A)9; 4.1.2(A)18; 4.1.3(A)8;4.1.3(A)10
and 4.8.8(M)3(m)attached hereto andincorporated herein.2.
    Article 5, Enrollee ServicesSection 5.16.2(A)1
shall be amended as reflected in Article 5, Section 5.16.2(A)1
attached heretoand Incorporated herein.3.
    Article 7, Terms and ConditionsSection 7.16.5 shall
be amended as reflected In Article 7, Section 7.16.5 attached hereto
and incorporated herein.4.
    Article 8, Financial ProvisionsSections 8.8(A) and
8.8(M) shall be amended as reflected in Article 8, Sections 8.8(A)
and 8.8(M) attached hereto and incorporated herein.5.
    Appendix, Section C, Capitation Rates,shall be
revised as reflected In SFY 2005 Capitation Rates attached hereto and
incorporated herein.




---



##### 



Exhibit 10.6.7 All other terms and conditions of the October 1, 2000 contract and
subsequent amendments remain unchanged except as noted above. The contracting parties indicate their agreement by their signatures. AMERIGROUP
    
    
    State of New JerseyNew Jersey, Inc.
    
    
    Department of Human ServicesBY:
    /s/ Norine Yukon
    

    BY:Ann Clemency KohlerTITLE:
    President & CEO
    
    TITLE:
    Director, DMAHSDATE:
    11/23/04
    
    DATE:
 APPROVED AS TO FORM ONLYAttorney GeneralState of New JerseyBY:
    
    DeputyAttorney GeneralDATE:




---



##### 



Exhibit 10.6.7  5.
    Inpatient Hospital Services including acute care hospitals, rehabilitation hospitals, and
special hospitals.6.
    Outpatient Hospital Services7.
    Laboratory Services [Except routine testing related to administration of Clozapine and the
other psychotropic drugs listed in Article 4.1.4B for non-DDD clients.]8.
    Radiology Services - diagnostic and therapeutic9.
    Prescription Drugs (legend and non-legend covered by the
Medicaid program) - For payment
method for Protease Inhibitors, certain other anti-retrovirals, blood clotting factors VIII
and IX, and coverage of protease inhibitors and certain other anti-retrovirals under NJ
FamilyCare, see Article 8. Exception: not a contractor-covered benefit for the ABD population.10.
    Family Planning Services and Supplies11.
    Audiology12.
    Inpatient Rehabilitation Services13.
    Podiatrist Services14.
    Chiropractor Services15.
    Optometrist Services16.
    Optical Appliances17.
    Hearing Aid Services18.
    Home Health Agency Services - Not a contractor-covered benefit for the ABD population. All
other services provided to any enrollee in the home, including but not limited to pharmacy and
DME services, are the contractors fiscal and medical management responsibility.19.
    Hospice Services-are covered in the community as well as in institutional settings. Room and
board services are included only when services are delivered in an institutional (non-private
residence) setting.20.
    Durable Medical Equipment (DME)/Assistive Technology Devices in accordance with existing
Medicaid regulations. Amended as January 1, 2005
    
    IV-5




---



##### 



Exhibit 10.6.7  3.
    Outpatient Rehab - Physical therapy, occupational therapy, and speech pathology
services (For NJ FamilyCare Plans B & C enrollees, limited to 60 days per therapy per
year)4.
    Abortions and related services including surgical procedure, cervical dilation,
insertion of cervical dilator, anesthesia including para cervical block, history and
physical examination on day of surgery; lab tests including PT, PTT, OB Panel (includes
hemogram, platelet. count, hepatitis B surface antigen, rubella antibody, VDRL, blood
typing ABO and Rh, CBC and differential), pregnancy test, urinalysis and urine drug
screen, glucose and electrolytes; routine venapuncture; ultrasound, pathological
examination of aborted fetus; Rhogam and its administration.5.
    Transportation - lower mode (not covered for NJ FamilyCare Plans B and C)6.
    Sex Abuse Examinations7.
    Services Provided by New Jersey MH/SA and DYFS Residential Treatment Facilities
or Group Homes. For enrollees living in residential facilities or group homes where
ongoing care is provided, contractor shall cooperate with the medical, nursing, or -
administrative staff person designated by the facility to ensure that the enrollees
have timely and appropriate access to contractor providers as needed and to coordinate
care between those providers and the facilitys employed or contracted providers of
health services. Medical care required by these residents remains the contractors
responsibility providing the contractors provider network and facilities are utilized.8.
    Family Planning Services and Supplies when furnished by a non-participating
provider.9.
    Home health agency services for the ABDpopulation.10.
    Prescription drugs (legend and -non-legend covered by the Medicaid
program) for the ABD population.  B.
    Dental Services. For those dental services specified below that are initiated by a Medicaid
non-New Jersey Care 2000+ provider prior to first time New Jersey Care 2000+ enrollment, an
exemption from contractor-covered services based on the initial managed care enrollment date
will be provided and the services paid by Medicaid FFS. The exemption shall only apply to
those beneficiaries who have initially received these services during the 60 or 120 day period
immediately prior to the initial New Jersey Care 2000+ enrollment date. Amended
as of January 1, 2005
    
    IV-8




---



##### 



Exhibit 10.6.7  initiated while-that individual was enrolled with
another contractor. The enrollee must continue enrollment in
the HMO where services were initiated until those services
were completed or until the member loses Medicaid/NJ
FamilyCare eligibility. Active treatment begins with the
placement of the orthodontic appliances (banding). Cases that
were authorized but not banded do not qualify for
continuation of care.15.
    Podiatrist. Services  Excludes routine
hygienic care of the feet, including the treatment of corns
and calluses, the trimming of nails, and other hygienic care
such as cleaning or soaking feet, in the absence of a
pathological condition16.
    Prosthetic appliances  Limited to the
initial provision of a prosthetic device that temporarily or
permanently replaces all or part of a external body part lost
or impaired as a result of disease, injury; or congenital
defect. Repair and replacement services are covered whets due
to congenital growth.17.
    Private duty nursing  Only when authorized by the
contractor18.
    Transportation Services - Limited to ambulance for
medical emergency only19.
    Well child care including immunizations, lead screening
and treatments20.
    Maternity and related newborn care21.
    Diabetic supplies and equipment  B.
    Services Available To NJ FamilyCare Plan D Under Fee-For-Service.
The following services are available to NJ FamilyCare Plan D enrollees under
foe-for-service:  1.
    Abortion services2.
    Outpatient Rehabilitation Services  Physical therapy,
Occupational therapy; and Speech therapy for non-chronic conditions and
acute illnesses and injuries. Limited to treatment for a 60-day (that is,
60 business days) consecutive period per incident of illness or-injury
beginning with the first day of treatment per contract year. Speech therapy
services rendered for treatment of delays in speech development, unless
resulting from disease, injury or congenital defects are not covered. Amended
as of January 1, 2005
    
    IV-13




---



##### 



Exhibit 10.6.7  l.
    Neonatal/Perinatal medicine - Alternative: none, refer out of
county.m.
    Neurological Surgery - In-county alternative: none; out of county referral
applies to: Cape May, Cumberland, Gloucester, Hudson, Salem, Warren.n.
    Plastic Surgery - In-county alternative: none; out of county
referral applies to: Cape May, Salem, Sussex, Warren.o.
    Pulmonary Disease, pediatric - In-county alternative: Adult pulmonary
disease; out of county pediatric referral applies to: Burlington, Cape May,
Cumberland, Gloucester, Ocean, Warren.p.
    Radiation Oncology - In-county alternative: none; out of county referral
applies to: Cape May, Salem, Sussex, Warren.q.
    Rheumatology, pediatric - In-county alternative: adult rheumatology;
out of county pediatric referral applies to: all counties except Bergen and
Essex.r.
    Thoracic surgery - In-county alternative: none, refer out of county for
Cape May, Hunterdon, Morris, Sussex, Warren.  4.
    Hospitals. For .the following counties, the
contractor may limit its hospital provider network to one (1) hospital, which
must be a full service, acute care hospital including at least licensed
medical-surgical, pediatric, obstetrical, and critical care services: Cape
May, Cumberland, Gloucester, Hunterdon, Salem, Somerset, Sussex, and Warren. 4.8.9 DENTAL PROVIDER NETWORK REQUIREMENTS  A.
    The contractor shall establish and maintain a dental provider network,
including primary and specialty care dentists, which is adequate to provide the full
scope of benefits. The contractor shall include general dentists and pediatric
dentists as primary care dentists (PCDs). A system whereby the PCD initiates and
coordinates any consultations or referrals for specialty care deemed necessary for the
treatment and care of the enrollee is preferred.B.
    The dental provider network shall include sufficient providers able to meet the dental
treatment requirements of patients with developmental disabilities. (See Article
4.5.2E for details.) Amended
as of January 1, 2005
    
    IV-116




---



##### 



Exhibit 10.6.7  K.
    Hospitalizations. For any eligible person who applies for
participation in the contractors plan, but who is hospitalized prior to the
time coverage under the plan becomes effective, such coverage shall not
commence until the date after such person is discharged from the hospital and
DMABS shall be liable for payment for the hospitalization,, including any
charges readmission within forty-eight (48) hours of discharge for the same
diagnosis. If an enrollees disenrollment or termination becomes effective
during a hospitalization, the contractor shall be liable for hospitalization
until the date such person is discharged from the hospital, including any
charges for readmission within forty-eight (48) hours of discharge for the same
diagnosis. The contractor must notify DMAHS of these occurrences to facilitate
payment to appropriate providers.L.
    Continuation of Benefits. The contractor shall continue benefits
for all enrollees for the duration of the contract period for which capitation
payments have been made, including enrollees in an inpatient facility until
discharge. The contractor shall notify DMAHS of these occurrences.M.
    Drug Carve-Out Report. The DMAHS will provide the contractor with
a monthly electronic file of paid drug claims data for ABD enrollees.N.
    MCSA Administrative Fee. The Contractor shall receive a monthly
administrative fee; PMPM, for its MCSA enrollees, by the fifteenth (15th) day
of any month during which health care services will be available to an
enrollee.O.
    Reimbursement for MCSA Enrollee Paid Claims. The DMAHS shall
reimburse the contactor for all claim paid on behalf of MCSA enrollees. The
contactor shall submit to DMAHS a financial summary report of claims paid on
behalf of MCSA enrollees on a weekly basis. The report shall be summarized by
category of service corresponding to the MCSA benefits and payment dates,
accompanied by an electronic file of all individual claim numbers for which the
State is being billed.P.
    MCSA Claims Payment Audits. The contractor shall monitor and
audit claims payments to providers to identify payment errors, including
duplicate payments, overpayments, payments, and excessive payments. For such
payment errors (excluding underpayments), the contractor shall refund DMAHS the
overpaid amounts. The contractor shall report the dollar amount of claims with
payment errors on, a monthly basis, which is subject to verification by the
State. The contractor is responsible for collecting funds due to the State from
providers, either through cash payments or through offsets to payments due the
providers. 8.9 CONTRACTOR ADVANCED PAYMENTS AND PIPS TO PROVIDERS  A.
    The contactor shall make advance payments to its providers,
capitation, FFS, or other financial reimbursement arrangement, based on a
providers historical Amended
as of January 1, 2005
    
    VIII-19




---



##### 



Exhibit 10.6.7  Q.
    The contractor shall periodically review and assess the knowledge
and performance of its marketing representatives.R.
    The contractor shall assure culturally competent presentations by
having alternative mechanisms for disseminating information and must receive
acknowledgment of the receipt of such information by the beneficiary.S.
    Individual Medicaid beneficiaries shall be able to contact the
contractor for information, and the contractor may respond to such a request.T.
    Incentives.  1.
    The contractor may provide an incentive program to its
enrollees based on health/educational activities or for compliance with
health related recommendations. The incentive program may include, but
is not limited to:  a.
    Health related gift itemsb.
    Gift certificates in exchange for
merchandise  Cash or redeemable coupons with a cash
value are prohibited.  2.
    The contractors incentive program shall be proposed in
writing and prior approved by DMAHS.  U.
    Periodic Survey of Enrollees.  1.
    The contractor shall quarterly survey and report results to
DMAHS of new enrollees, in person, by phone, or other means, on a random
basis to verify the enrollees understanding of the contractors
procedures and. services availability.  V.
    All marketing materials, plans and activities shall be prior approved by DMAHS. 5.16.2 STANDARDS FOR MARKETING REPRESENTATIVES  A.
    General Requirements  1.
    Only a trained marketing representative of the
contractors plan who meets the DHS, DHSS, and DBI requirements shall
be permitted to market and to enroll prospective NJ FamilyCare and ABD enrollees.
Delegation of enrollment functions, such
as to the office staff of a subcontracting provider of service, shall
not be permitted. Amended
as of January 1, 2005
    
    V-45




---



##### 



Exhibit 10.6.7  period. The difference shall be expressed in points. For example, if the contractor
only processed eighty-eight (88) percent of electronic claims within thirty (30) days and
eighty-eight (88) percent of manual claims within forty (40) days, it shall be considered to
be two (2) points short for that time period. The points that the contractor is short for
each of the three time periods shall be added together. This sum shall then be multiplied
times .0004 times the compensation receivedby the contractor
during the quarter at issue to arrive at the liquidated damages amount.No offset shall be given if a criterion is exceeded. DMAHS reserves the right to audit
and/or request detail and validation of reported information. DMAHS shall have the right to
accept or reject the contractors report and may substitute reports created by DMAHS if
contractor fails to submit reports or the contractors reports are found to be unacceptable. 7.16.6 CONDITIONS FOR TERMINATION OF LIQUIDATED DAMAGES  Except as waived by the Contracting Officer, no liquidated damages imposed on the contractor
shall be terminated or suspended until the contractor issues a written notice of correction
to the Contracting Officer certifying the correction of condition(s) for which liquidated
damages were imposed and until all contractor corrections have been subjected to system
testing or other verification at the discretion of the Contracting Officer. Liquidated
damages shall cease on the day of the contractors certification only if subsequent testing
of the correction establishes that, indeed, the correction has been made in the manner and
at the time certified to by the contractor.  A.
    The contractor shall provide the necessary system time to system test
any correction the Contracting Officer deems necessary.B.
    The Contracting Officer shall determine whether the necessary level of
documentation has been submitted to verify corrections. The Contracting Officer
shall be the sole judge of the sufficiency and accuracy of any documentation.C.
    System corrections shall be sustained for a reasonable period of at
least ninety (90) days from State acceptance; otherwise, liquidated, damages may
be reimposed without a succeeding grace period within which to correct.D.
    Contractor use of resources to correct deficiencies shall not be
allowed to cause other system problems. 7.16.7 EPSDT & LEAD SCREENING PERFORMANCE STANDARDS  A.
    EPSDT Screening  1.
    The contractor shall ensure that it has achieved an eighty (80) percent
participation rate for the twelve (12)-month contract period. Participation is
defined as one initial or periodicity visit and will be Amended as January 1, 2005
    
    VII-28




---



##### 



Exhibit 10.6.7  6.
    The State will continue to pay Medicare Part A and Part B premiums for
Medicare/Medicaid dual eligibles and Qualified Medicare Beneficiaries.7.
    Any references to Medicare coverage in this Article shall apply to
both Medicare/Medicaid dual eligibles and Qualified Medicare Beneficiaries.  J.
    Other Protections for Medicaid Enrollees.  1.
    The contractor shall not impose, or allow its participating
providers or subcontractors to impose, cost-sharing charges of any kind upon
Medicaid beneficiaries enrolled in the contractors plan pursuant to this
contract. This Article does not apply to individuals eligible solely through the
NJ FamilyCare Program Plan C, D, or H for whom providers will be required to
collect cost-sharing for certain services.2.
    The contractors obligations under this Article shall not be
imposed upon the enrollees, although the contractor shall require enrollees to
cooperate in the identification of any and all other potential sources of
payment for services. Instances of non-cooperation shall be referred to the
State.3.
    The contractor shall neither encourage nor require a Medicaid
enrollee to reduce or terminate TPL coverage.4.
    Unless otherwise permitted or required by federal and State law,
health care services cannot be denied to a Medicaid enrollee because of a third
partys potential liability to pay for the services, and the contractor shall
ensure that its cost avoidance efforts do not prevent an enrollee from receiving
medically necessary services. 8.8 COMPENSATION/CAPITATION CONTRACTUAL REQUIREMENTS  A.
    Contractor Compensation. Compensation to the contractor is the gross amount
payable to the contractor and shall consist of monthly capitation payments,
supplemental payments per pregnancy outcome/delivery, certain blood products for
hemophilia factors VIII & IX disorders, and-payment for certain HIV/AIDS drugs, and
payments for the non-risk Managed Care Service Administrator product. (not applicable
to non-MCSA contract). Contractors must agree to enroll all non-exempt Aged, Blind and
Disabled and NJ FamilyCare beneficiaries to qualify to serve AFDC/TANF beneficiaries.B.
    Capitation Payment Schedule. DMAHS hereby agrees to pay the capitation by the fifteenth
(15th) day of any month during which health care services will be available
to an enrollee; provided that information pertaining to enrollment and eligibility,
which is necessary to determine the amount of said payment, is received by DMAHS within
the time limitation contained in Article 5 of this contract. Amended as January 1, 2005
    
    VIII-17