**Exhibit 10.23.2**                         **AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT**    1. Contract Number**Page of Pages**           **POHC-2002-D-0003** **1**   **2**    2. Amendment/Modification Number 3. Effective Date4. Requisition/Purchase Request No.   5. Solicitation Caption**M00027**           **January 1, 2006**                   **DC Healthy Families Program**   6. Issued By:  Code     5BBWJ      7. Administered by (If other than line 6)    **Office of Contracting and Procurement**   **Department of Health**    **Human Care Supplies and Services Commodity Group**   **Medical Assistance Administration**    **441 4th Street, NW., Suite 700 South**   825 North Capitol Street, NE, 4th floor    **Washington, DC 20001**   **Washington, DC 20002**            8. Name and Address of Contractor (No, street, city, country, state and zip code)   9A. Amendment of Solicitation No.    **AmeriGroup Maryland**   9B. Dated (See Item 11)**dba AmeriGroup District of Columbia**    **750 First Street, NE Suite 1120**   10A. Modification of Contract/Order No.**Washington. D.C. 20001** **X** **POHC-2002-D-0003**Phone:  **202-218-4901       Fax:   202-783-8207**   10B. Dated (See Item 13)DUNSCode TIN      **August 1, 2002** 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS o The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers o is extended. o  is not extended.  Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:(a) By completing Items 8 and 15, and returning  __________ copies of the amendment; (b) By acknowledging receipt ofthis amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted,such may be made by letter or fax, provided each letter or fax makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. 12. Accounting and Appropriation Data (If Required)                        13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14     A. This change order is issued pursuant to (Specify Authority): 27 DCMR, Chapter 36, Section 3601.2.    The changes set forth in Item 14 are made in the contract/order no. in Item 10A.     B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation data, etc.)  set forth in item 14, pursuant to the authority of 27 DCMR Section 3601.2 Changes Clause    C. This supplemental agreement is entered into pursuant to authority of:   ** X **D. Other (Specify type of modification and authority)Title 27 DCMR Section 3601.2 (c) and Contract POHC-2002-D-0003, Exercise of Option, Offer Rates effective 8-1-05through 7-31-06, and Rate Issues Impact, Issue #5, Medicare Part D, Coverage of Pharmacy Benefit                        **E. IMPORTANT:**       Contractor x  is not,      o is required to sign this document and return one copy to the issuing office.  14. Description of Amendment/Modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)                       In accordance with the Exercise of Option, Offer Rates effective 8-1-05 through 7-31-06, and Rate Issues Impact, Issue #5, Medicare Part D, Coverage of Pharmacy Benefit, Contract POHC-2002-D-0003 is hereby modified as described on Page 2.                                               **ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED** Except as provided herein, all terms and conditions of the document referenced In Item 9A or 10A remain unchanged and in full force and effect. 15A. Name and Title of Signer (Type or print) 16A. Name of Contracting Officer                             **James H. Marshall** 15B. Name of Contractor 15C. Date Signed 16B. District of Columbia16C. Date Signed                                        /s/(Signature)   (Signature of Contracting Officer)12-30-05

 
**Contract # POHC-2002-C-0003**