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EXHIBIT 10.28.2 AMENDMENT #1
BETWEEN
THE FLORIDA HEALTHY KIDS CORPORATION
AND
AMERIGROUP Florida, Inc. WHEREAS, FHKC did issue a Request for Proposals (RFP) in the Florida
Healthy Kids Corporations (FHKC) Health Insurance Program inviting
AMERIGROUP Florida, Inc. (AmeriGroup) as well as other entities, to submit
a proposal for the provision of those comprehensive health care services set
forth in the Request for Proposals; and WHEREAS, AMERIGROUPS proposal in response to the Request for Proposals
was selected through a competitive bid process as one of the most responsive
bids; and WHEREAS, AMERIGROUP agrees that the Request for Proposals released by FHKC
in April 2004 and AMERIGROUP S response to that RFP are incorporated by
reference in this Amendment. If any conflict arises between the RFP or the
AMERIGROUPS response to the RFP and the Agreement executed by the parties as
of October 1, 2003 (Agreement), the Agreement shall control, including any
provisions specifically modified by this Amendment; WHEREAS, FHKC is desirous of using AMERIGROUPS provider network to
deliver comprehensive health care services to all eligible FHKC participants
in the additional counties of Pasco and Polk; WHEREAS, FHKC and AMERIGROUP have previously executed an Agreement and
have agreed to amend said Agreement to incorporate these new service areas
and to incorporate other required contractual changes; NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises contained herein, the parties agree as follows: The Agreement between FHKC and AMERIGROUP is hereby modified to
include the following additional counties effective October 1,
2004: Pasco and Polk under the same terms of the Agreement except
as otherwise provided herein.  II.
    
    Section 2-6 is amended to read:2-6     MarketingFHKC will market the program primarily through the county school
districts. FHKC agrees that AMERIGROUP shall be allowed to
participate in any scheduled marketing efforts to include, but not
be limited to, any scheduled Amendment #1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2 open house type activities. However, AMERIGROUP is prohibited from any
direct marketing to applicants or enrollees. AMERIGROUP may not
utilize FHKCs logo, name or corporate identity unless such activity
or promotion has received prior written authorization from FHKC.
Written authorization must be received for every individual activity.  III.
    
    Section 3-3 is amended to read:3-3     Fraud and AbuseAMERIGROUP ensures that it has appropriate measures in place to
ensure against fraud and abuse. AMERIGROUP shall report to FHKC
any information on violations by subcontractors or participants
that pertain to enrollment or the payment and provision of health
care services under this Agreement.AMERIGROUP agrees to allow FHKC access to monitor any fraud and abuse
prevention activities conducted by AMERIGROUP under this Agreement.Applicants and enrollees who are found to no longer be eligible, have
submitted incorrect or fraudulent information or failed to submit
required information for eligibility determination may be disenrolled
immediately from the program by FHKC. Individuals who knowingly
provided false information in order to obtain benefits under the
Healthy Kids or KidCare Program may be subject to prosecution under
section 414.39, Florida Statutes. Should the AMERIGROUP become aware
of any such activity, the AMERIGROUP shall report its findings to FHKC
for investigation.IV.
    
    Section 3-4 is amended to read: 3-4Membership MaterialsAMERIGROUP agrees that it shall not utilize the marketing materials,
logos, trade names, service marks or other materials belonging to
FHKC without FHKCs consent that shall not be unreasonably withheld.AMERIGROUP shall be responsible for all preparation, cost and
distribution of member handbooks, plan documents, materials, and
orientation, for FHKC participants. Materials will be appropriate to
the population served and unique to the program. All membership
materials and documents that are distributed to FHKC participants
must be reviewed and approved by FHKC prior to distribution.AMERIGROUP agrees to provide FHKC with a copy of all such documents
on an annual basis for review.V.
    
    Section 3-6 is amended to read: Amendment #1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2  3-6     EligibilityAMERIGROUP agrees to accept those participants that FHKC has
determined meet the programs eligibility requirements. AMERIGROUP
reserves the right to request that FHKC review the eligibility of a
particular enrollee. FHKC shall ensure all records and findings
concerning a particular eligibility determination will be made
available with reasonable promptness to the extent permitted
under section 624.91, Florida Statutes and section 409.821, Florida
Statutes, regarding confidentiality of information held by FHKC and
the Florida KidCare Program. AMERIGROUP agrees that the FHKC is the
sole determiner of whether or not a child is eligible for the FHKC
program. VI. Section 3-15, subsection A is amended to read: 3-15
    
    NotificationA.
    
    AMERIGROUP shall immediately notify FHKC in writing of:1.
    
    
    Any judgment, decree, or order
rendered by any court of any jurisdiction or Florida
Administrative Agency enjoining AMERIGROUP from the
sale or provision of service under Chapter 641, Part
II, Florida Statutes.2.
    
    
    Any petition by AMERIGROUP in
bankruptcy or for approval of a plan of reorganization
or arrangement under the Bankruptcy Act or Chapter
631, Part I, Florida Statutes, or an admission seeking
the relief provided therein.3.
    
    
    Any petition or order of
rehabilitation or liquidation as provided in
Chapters 631 or 641, Florida Statutes.4.
    
    
    Any order revoking the
Certificate of Authority granted to AMERIGROUP.5.
    
    
    Any administrative action
taken by the Department of Financial Services or
Agency for Health Care Administration in regard
to AMERIGROUP.6.
    
    
    Any medical malpractice action
filed in a court of law in which a FHKC participant
is a party (or in whose behalf a participants
allegations are to be litigated).7.
    
    
    The filing of an application for
change of ownership with the Florida Department of
Financial Services.
 Amendment #1
    
    Effective Date: October 1, 2004
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8.
    
    Any change in subcontractors who are
providing services to FHKC participants.9.
    
    Any pending litigation or
commencement of legal action involving the AMERIGROUP
in which liability for or the AMERIGROUPS obligation
to pay could exceed $500,000 or 10% of the
AMERIGROUPS surplus.  VII.
    
    Section 3-18, subsection D is amended to read: 3-18 Conditions of Services Services shall be provided by  AMERIGROUP under the following conditions:  D.
    
    Emergency Services. Exceptions to Section 3-18
A, B and C are services which are needed immediately for
treatment of an injury or sudden illness where delay means risk
of permanent damage to the participants health. AMERIGROUP
shall provide and pay for emergency services both inside and
outside the service area.  VIII.
    
    Section 3-22 is amended to read: 3-22     Audits  3-22-1 Accessibility of Records AMERIGROUP shall maintain books, records, documents, and other evidence
pertaining to the administrative costs and expenses of the Agreement relating
to the individual participants for the purposes of audit requirements. These
records, books, documents, etc., shall be available for review by authorized
federal, state and FHKC personnel during the Agreement period and five (5)
years thereafter, except if an audit is in progress or audit findings are yet
unresolved in which case records shall be kept until all tasks are completed.
During the contract period these records shall be available at AMERIGROUPS
offices at all reasonable times. After the contract period and for five years
following, the records shall be available at AMERIGROUPS chosen location
subject to the approval of FHKC. If the records need to be sent to FHKC,
AMERIGROUP shall bear the expense of delivery. Prior approval of the
disposition of AMERIGROUP and subcontractor records must be requested and
approved if the contract or subcontract is continuous. This agreement is subject to unilateral cancellation by FHKC if
AMERIGROUP refuses to allow such public access.  Amendment 1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2 3-22-2
    
    Financial AuditUpon reasonable notice by FHKC, AMERIGROUP shall permit an
independent audit by FHKC of its financial condition or
performance standard in accordance with the provisions of
this agreement and the Florida Insurance Code and
regulations adopted thereunder.Additionally, AMERIGROUP agrees to annually provide an
audited financial statement to FHKC by July 1 of each year
for the preceding fiscal year.3-22-3
    
    Post-Contract AuditAMERIGROUP agrees to cooperate with the post-contract audit
requirements of appropriate regulatory authorities and in
the interim will forward promptly AMERIGROUPS annually
audited financial statements to the FHKC by the deadline
stated in section 3-22-2.In addition, AMERIGROUP agrees to the following:AMERIGROUP agrees to retain and make available upon
request, all books, documents and records necessary to
verify the nature and extent of the costs of the services
provided under this Agreement, and that such records will
be retained and held available by AMERIGROUP for such
inspection until the expiration of four (4) years after
the services are furnished under this Agreement. If,
pursuant to this Agreement and if AMERIGROUPS duties and
obligations are to be carried out by an individual or
entity subcontracting with AMERIGROUP and that
subcontractor is, to a significant extent, owns or is
owned by or has control of or is controlled by AMERIGROUP,
each subcontractor shall itself be subject to the access
requirement and AMERIGROUP hereby agrees to require such
subcontractors to meet the access requirement.AMERIGROUP understands that any request for access must be
in writing and contain reasonable identification of the
documents, along with a statement as to the reason that the
appropriateness of the costs or value of the services in
question cannot be adequately or efficiently determined
without access to its books or records. AMERIGROUP agrees
that it will notify FHKC in writing within ten (10) days
upon receipt of a request for access.
 Amendment #1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2  VII.
    
    Section 3-24 is amended to read:3-24 Confidentiality of InformationAMERIGROUP shall treat all information, and in particular information
relating to participants that is obtained by or through its
performance under the Agreement, as confidential information to the
extent confidential treatment is provided under state and federal
laws. AMERIGROUP shall not use any information so obtained in any
manner except as necessary for the proper discharge of its obligations
and securement of its rights under the Agreement.All information as to personal facts and circumstances concerning
participants obtained by AMERIGROUP shall be treated as privileged
communications, shall be held confidential, and shall not be divulged
without the written consent of FHKC, the participants parent or
guardian or the participant, provided that nothing stated herein shall
prohibit the disclosure of information in summary, statistical, or
other form which does not identify particular individuals. The use or
disclosure of information concerning participants will be limited to
purposes directly connected with the administration of the Agreement.
It is expressly understood that substantial evidence of AMERIGROUPS
refusal to comply with this provision shall constitute a breach of
contract.VIII.
    
    Exhibit A is amended as attached and incorporated herein.IX.
    
    Exhibit B, Paragraph 7 is amended to read:  7.
    
    In accordance with state law, a minimum waiting period of
sixty days will be imposed on those participants who voluntarily
cancel their coverage by non-payment of the required monthly
premium. Cancelled participants must request reinstatement from FHKC
and wait at least sixty days from the date of that request before
coverage can be reinstated.  X.
    
    Exhibit E is hereby amended as attached and incorporated herein.XI.
    
    Exhibit F is hereby amended as attached.XII.
    
    This amendment shall be effective October 1, 2004. All provisions in the contract and any attachments thereto in
conflict with this amendment shall be and are hereby changed to
conform with this amendment. All provisions not in conflict with this amendment are still in effect
and are to be performed at the level specified in the contract. This
amendment and all of its attachments are hereby made a part of this
contract. Amendment #1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2 IN WITNESS WHEREOF, the parties hereto have caused this 12 page amendment to
be executed by their officials thereunto duly authorized. FOR AMERIGROUP Florida, Inc.: Witness
    
    Name:Title:
 FOR THE FLORIDA HEALTHY KIDS CORPORATION Witness
    
    Name:Title:
  Amendment #1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2 EXHIBITA HEALTH SERVICESAGREEMENT  I.
    
    Premium RateThe Comprehensive Health Care Services premium for participants in
the Florida Healthy Kids Health Insurance Program for the coverage
period October 1, 2004 through September 30, 2005 shall be: Broward County:
    
    $83.47 per member per monthMiami-Dade County:
    
    $83.47 per member per monthHillsborough County:
    
    $69.15 per member per monthOrange County:
    
    $70.64 per member per monthPalm Beach County:
    
    $83.47 per member per monthPasco County:
    
    $62.23 per member per monthPolk County:
    
    $62.23 per member per monthPinellas County:
    
    $69.15 per member per month
  II.
    
    Additional Requirements for Premium RatesThe rate listed in Paragraph I of this Exhibit also incorporates
the following requirements:  A.
    
    Minimum Medical Loss Ratio The
minimum medical loss ratio shall be 85 percent.B.
    
    Maximum Administrative Component The
maximum administrative cost for the premium listed in
Section I of this Exhibit shall not exceed 15 percent. Amendment #1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2 EXHIBIT E ACCESS and CREDENTIALING STANDARDS AMERIGROUP shall maintain a medical staff, under contract, sufficient to
permit reasonably prompt medical service to all participants in accordance
with the following:  1.
    
    Physician and Facility Standards  A.
    
    Physician and Medical Provider Standards  AMERIGROUP S primary care provider network shall include only
board certified pediatricians and family practice physicians or
physician extenders working under the direct supervision of a board
certified practitioner to serve as primary care physicians in its
provider network for County.All Primary care physicians must provide covered
immunizations to enrollees.The AMERIGROUP may request that an individual provider be granted
an exception to this policy by making such a request in writing to
the Corporation and providing the providers curriculum vitae and a
reason why the provider should be granted an exception to the
accepted standard. Such requests will be reviewed by the
Corporation on a case by case basis and a written response will be
made to AMERIGROUP on the outcome of the request.  B.
    
    Facility Standards  Facilities used for participants shall meet applicable
accreditation and licensure requirements and meet facility
regulations specified by the Agency for Health Care
Administration.  2.
    
    Geographical Access:  A.
    
    Primary Care Providers  Geographical access to board certified family practice
physicians, pediatric physicians, primary care dental providers
or ARNPs, experienced in child health care, of approximately
twenty (20) minutes driving time from residence to provider,
except that this driving time limitation shall be reasonably
extended in those areas where such limitation with respect to
rural residence is unreasonable. In such instance, AMERIGROUP
shall provide access for urgent care through Amendment #1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2  contracts with nearest providers.  B.
    
    Specialty Physician Services  Specialty physician services, ancillary services and specialty
hospital services are to be available within sixty (60) minutes
driving time from the participants residence to provider. Driving
time standards may be waived with sufficient justification if
specialty care services are not obtainable due to a limitation of
providers, such as in rural areas.3.
    
    Timely TreatmentTimely treatment by providers, such that the participant shall be
seen by a provider in accordance with the following:  A.
    
    Emergency care shall be provided immediately;B.
    
    Urgently needed care shall be provided within
twenty-four (24) hours;C.
    
    Routine care of patients who do not require
emergency or urgently needed care shall be provided within
seven (7) calendar days;D.
    
    Routine physical examinations shall be
provided within four (4) weeks of enrollees request; and,E.
    
    Follow-up care shall be provided as medically appropriate.  For the purposes of this section, the following definitions shall
apply:Emergency care is that required for the treatment of an injury or
acute illness that, if not treated immediately, could reasonably
result in serious or permanent damage to the patients health.Urgently needed care is that required within a twenty-four
(24) hour period to prevent a condition from requiring
emergency care.Routine care is that level of care that can be delayed without
anticipated deterioration in the patients medical condition for
a period of seven (7) calendar days. By utilization of the foregoing standards, FHKC does not intend to create
standards of care or access different from those that are deemed acceptable
within the AMERIGROUP service area. Rather FHKC intends that the provider
timely and appropriately respond to patient care needs, as they are presented,
in accordance with standards of care existing within the service area. In
applying the foregoing standards, the provider shall give due regard to the
level of discomfort and anxiety of the patient and/or parent.  Amendment #1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2 In the event FHKC determines that AMERIGROUP, or its providers, has failed to
meet the access standards herein set forth, FHKC shall provide AMERIGROUP
with written notice of non-compliance. Such notice can be provided via
facsimile or other means, specifying the failure in such detail as will
reasonably allow AMERIGROUP to investigate and respond. Failure of AMERIGROUP
to obtain reasonable compliance or acceptable community care under the
following conditions shall constitute a breach of this agreement:  A.
    
    immediately upon receipt of notice for emergency or urgent problem; erB.
    
    within ten (10) days of receipt of notice for routine visit access; Such breach shall entitle FHKC to such legal and equitable relief as may be
appropriate. In particular, FHKC may direct its participants to obtain such
services outside the AMERIGROUP provider network as specified in Section
3-2-1 of this Agreement. AMERIGROUP shall be financially responsible for all
services under this provision.  Amendment #1
    
    Effective Date: October 1, 2004
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Exhibit 10.28.2 EXHIBIT F ELIGIBILITY STANDARDS Participant Eligibility Criteria The following eligibility criteria for participation in the Healthy Kids
Program must be met:  1.
    
    The participants must be children who are age 5 through 18.
Participants who applied for coverage prior to July 1, 1998 and who had
attained the age of 19 by March 31, 2004 are eligible for coverage
through their 19th birthday.In accordance with the terms of the Request for Proposals dated
March 2003 and April 2004, some children may have age eligibility
from age 18 months through age 4 depending on their county of
residence.2.
    
    Participants must meet the eligibility criteria established under
§624.91, Florida Statutes and as implemented by FHKC Board of
Directors.3.
    
    Eligible participants may enroll during time periods established by FHKC
Board of Directors and in accordance with §624.91, Florida Statutes.4.
    
    Determination of eligibility for the Healthy Kids program is made
solely by the Florida Healthy Kids Corporation.  Amendment #1
    
    Effective Date: October 1, 2004
 Page 12 of 12