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                                                                    EXHIBIT 10.2

                            HEALTH INSURANCE CONTRACT
                               NO. 03-017G FOR THE
                               NORTH HEALTH REGION
                                     BETWEEN
                   PUERTO RICO HEALTH INSURANCE ADMINISTRATION
                                       AND
                                 TRIPLE S, INC.

This Amendment entered into this 1st DAY OF JULY, 2005, at San Juan, Puerto
Rico, by and between PUERTO RICO HEALTH INSURANCE ADMINISTRATION, a public
instrumentality of the Commonwealth of Puerto Rico, organized under Law 72
approved on September 7, 1993, hereinafter referred to as the "ADMINISTRATION",
represented by its Executive Director, Nancy Vega Ramos and TRIPLE S, INC. a
domestic corporation duly organized and doing business under the laws of the
Commonwealth of Puerto Rico, with employer social security number ###-##-####,
hereinafter referred to as the "INSURER" represented by its Chief Executive
Director, SOCORRO RIVAS.

                                   WITNESSETH

In consideration of the mutual covenants and agreements hereinafter set forth,
the parties, their personal representatives and successors, agree as follows:

WHEREAS: On June 13th, 2002, the ADMINISTRATION and INSURER entered into
Contract No. 03-017 for the North Health Region, a three-year contract with an
effective date of July 1st, 2002 (the "Contract") subject to annual
renegotiations of the premiums. Said contract provides health insurance coverage
to all enrollees in and within the NORTH HEALTH AREA/REGION, composed of the
municipalities of ARECIBO, BARCELONETA, CAMUY, CIALES, FLORIDA, HATILLO, LARES,
MANATI, MOROVIS, QUEBRADILLAS, UTUADO AND VEGA BAJA.

WHEREAS: Pursuant to an executive decision of the Governor of Puerto Rico,
Anibal Acevedo Vila, the Health Reform Program Plan is presently undergoing a
profound assessment that is being conducted by the designated EVALUATING
COMMISSION FOR THE HEALTH REFORM PROGRAM PLAN, in order to reevaluate
significant conceptual, organizational and operational changes in the government
health infrastructure and service delivery system in place.

WHEREAS: In view that the Commission's final report with the resulting findings
and recommendations to be implemented in the Health Reform Program Plan, will
not be final until August 2005, the ADMINISTRATION'S Board of Directors

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with the Governor's approval has determined to extend the present contract term
for an additional one (1) year period.

WHEREAS: Considering that the contract termination date is due on June 30th,
2005 and pursuant to the terms of Article XXXVIII, the ADMINISTRATION hereby in
the best interest of the Commonwealth of Puerto Rico and the beneficiaries it
serves, has agreed with the INSURER to amend the contract only with respect to
the following Articles as provided herein.

HENCEFORTH:  The Contract is hereby amended to read as follows:

                                    ARTICLE I
                                   DEFINITIONS

IN ARTICLE I, THE FOLLOWING DEFINITION IS AMENDED AND SUBSTITUTED TO READ AS
FOLLOWS:

CONTRACT TERM: The contract term is for (4) four consecutives twelve months
periods after its effective date July 1st, 2002 until June 30, 2006.
Notwithstanding the aforesaid, the contract may be terminated at the
ADMINISTRATION's option, on December 31, 2005 with not less than (60) sixty days
prior notification to Insurer.

                                   ARTICLE XVI
                             FINANCIAL REQUIREMENTS

ARTICLE XVI, PARAGRAPH (6) IS AMENDED AND SUBSTITUTED TO READ AS FOLLOWS,
EFFECTIVE, AS OF AUGUST 1, 2005:

6.    The INSURER will be paid a fixed administrative cost fee and profit of SIX
      DOLLARS WITH THIRTY CENTS ($6.30) pmpm included in the total premium rate
      made by the Administration. Further, the INSURER's aggregated net earnings
      (as defined and considering all INSURER's Health Areas/Regions contracted
      with the ADMINISTRATION) in excess of 2.5% of the total aggregated earned
      premium in this contract year period will be shared with the
      ADMINISTRATION. The ADMINISTRATION share apportionment of the earnings
      shall be 75% and the INSURER share shall be 25%.

                                  ARTICLE XVIII
                               PAYMENT OF PREMIUMS

IN ARTICLE XVIII, PARAGRAPHS (3) AND (5) ARE AMENDED AND SUBSTITUTED TO READ AS
FOLLOWS:

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3.    The monthly premiums for the months comprised within the contract term and
      covered by this contract are as follows:

      a)    For all beneficiaries including all those who are sixty-five (65)
            years and older who are Medicare beneficiaries with Part A or Parts
            A and B and those who are sixty-five years and older who are not
            Medicare recipients until July 31, 2005:

            1)    PER MEMBER PER MONTH RATE (PMPM) (BENEFICIARY) ESTABLISHED AT
                  SIXTY FOUR DOLLARS WITH TWENTY ONE CENTS ($64.21).

      b)    For all beneficiaries including all those who are sixty-five (65)
            years and older who are Medicare beneficiaries with Part A or Parts
            A and B and those who are sixty-five years and older who are not
            Medicare recipients from August 1, 2005 to September 30, 2005:

            1)    PER MEMBER PER MONTH RATE (PMPM) (BENEFICIARY) ESTABLISHED AT
                  SIXTY SEVEN DOLLARS WITH THIRTY SIX CENTS ($67.36).

      c)    For all beneficiaries including all those who are sixty-five (65)
            years and older who are Medicare beneficiaries with Part A or Parts
            A and B and those who are sixty-five years and older who are not
            Medicare recipients from October 1st 2005 through June 30, 2006.

            1)    PER MEMBER PER MONTH RATE (PMPM) (BENEFICIARY) ESTABLISHED AT
                  SIXTY FIVE DOLLARS WITH FIFTY FIVE CENTS ($67.55).

5.    The INSURER shall not, at any time, increase the rate agreed in the
      contract nor reduce the benefits agreed to as defined in Addendum I of
      this contract.

      Notwithstanding the aforesaid, the INSURER acknowledges that the
      ADMINISTRATION reserves the right to modify any of the contract terms, to
      the extent of reducing the agreed premium rates in order to reduce any
      benefits coverage under Addendum I, in the event the ADMINISTRATION is not
      afforded the necessary and sufficient state or federal funds required to
      subsidized all or part of the health plan's benefits hereby covered.

      Further, the aforementioned stipulated rates (established in Article XVIII
      of this amendment) assume all beneficiaries including all those who are
      sixty-five (65) years and older who are Medicare beneficiaries with Part A

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      or Part A and B, and those who are sixty-five (65) years and older who are
      not Medicare recipients are enrolled with the INSURER. Should any
      initiative related to the Medicare Modernization Project (as defined
      herein) preclude enrollment of any portion of the Medicare Population with
      the INSURER, said aforementioned rate will be subject to modification.

                                   ARTICLE XX
                        EDUCATION AND PREVENTIVE PROGRAM

IN ARTICLE XX PARAGRAPHS (1) THROUGH (12) ARE RESTATED, AMENDED AND SUBSTITUTED
TO READ AS FOLLOWS, EFFECTIVE AS OF AUGUST 1, 2005:

      1.    The INSURER will provide the component of health services as
            described and detailed in this Article XX for the effective
            implementation of the Health Plan's preventive medicine services.
            The health services to be delivered by INSURER will be implemented
            in accordance to the Department of Health policies, protocols and
            guidance on lifestyle, HIV/AIDS, drug abuse and mother and child
            care as established. The INSURER through the delivery of service
            component will address, analyze and implement measures to provide
            effective services seeking to reduce the principal causes of death
            in the contracted region.

      2.    The INSURER secondary and tertiary Preventive Program activities
            component to be implemented will address, analyze and implement
            measures to provide effective clinical activities to address and
            reduce the specific causes of morbidity and mortality in the
            Area/Region.

      3.    The INSURER will develop and effectively implement a case management
            system in order to monitor high risk cases and attend to the covered
            health care needs of the beneficiaries and dependents within said
            category.

                  a.    A case management program which initially will be under
                        the responsibility of a nurse. Case management will not
                        be limited to the physician's offices or determined
                        center. Coordination of the services provided is
                        required within the community and the beneficiary's
                        home, if necessary.

      4.    The responsibilities of the INSURER under the Disease Management
            Program will include the following:

                  a.    A program developed by the INSURER shall develop
                        standardized procedures to address major public health
                        conditions such as

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                        ASTHMA, DIABETES, HYPERTENSION AND CONGESTIVE HEART
                        FAILURE. This program shall include identification,
                        treatment, protocols / guidelines and surveillance /
                        monitoring. Quarterly reports will be required detailing
                        the results of the disease management programs.

      5.    The INSURER develop and effectively implement a Prenatal Care
            Program which will include, but not limited to:

                  a.    The INSURER will assure that all pregnant women are
                        screened for alcohol using the following Interview
                        Instrument titled "TWEAK" from Department of Health
                        Guidelines.

                  b.    The INSURER will assure that all pregnant women will
                        obtain counseling for the HIV test. Prenatal care and
                        HIV testing and services will continue to be covered
                        benefits under this contract.

                  c.    The INSURER will assure that all pregnant women,
                        following an HIV test positive results are allowed to be
                        treated following the Department of Health's guidelines
                        for the utilization of ZDV in pregnant women and
                        neonatal infants to reduce the risk of mother-infant HIV
                        transmission.

                  d.    The INSURER will assure the increase of pregnant
                        beneficiaries enrolled in prenatal care in the first
                        trimester.

                  e.    The INSURER will assure that pregnant women classified
                        as high risk will be referred to the Case Management
                        Program.

                  f.    The INSURER will provide the ADMINISTRATION quarterly
                        reports detailing all services rendered to mother and
                        child, classified by age groups and listing the number
                        of pregnant women that have: (i) received prenatal care
                        on each month during the reporting period; (ii)
                        counseled as to HIV testing; (iii) referred to the HIV
                        Treatment Programs.

      6.    The INSURER will develop and effectively implement a Providers
            Education Program. It is required that all primary care providers
            (pcp) receive 25 hours of orientation and education on managed care
            topics including documentation, quality and other health topics of
            interest.

                  a.    The INSURER agrees to comply and assure that all
                        participating providers will comply with the federal and
                        local laws referred in Article XV paragraph (11) (g) of
                        this contract.

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                  b.    The INSURER will assure the submission by the
                        participating provider of all the protocols and formats
                        requested by the Department of Health, Department of the
                        Family, Department of Education and Department of
                        Justice, as contained in the RFP formats.

      7.    The INSURER will develop and effectively implement incentive-based
            programs whereby the providers are motivated toward compliance with
            all requirements of the Health Plan's Preventive Medicine Services,
            such as EPSDT, Immunizations, Prenatal Care, Preventive Annual
            Examination, Mammograms, PAPS, PSA, SIGMO and other related
            services.

                  a.    The INSURER will assure that all providers comply with
                        EPSDT (Early Periodic Screening Diagnosis and Treatment)
                        Program and the Guidelines for Adolescent Preventive
                        Services (GAPS) from the American Medical Association.

      8.    The ADMINISTRATION shall evaluate the Preventive Services through
            Department of Health guidelines, HEDIS and the other applicable
            performance standards.

      9.    The INSURER will provide the ADMINISTRATION quarterly reports
            detailing the services rendered by INSURER under the Preventive
            Services as established herein.

      10.   The ADMINISTRATION shall have the right to require any special
            report and audit the compliance with these requirements as needed.
            Non-compliance shall be a determining factor in non-renewal of this
            contract or breach there of as defined in Article XX.

      11.   The INSURER will implement the ADMINISTRATION's Universal Plan for
            Health Education and Preventive Services ("Plan Universal de
            Educacion y Prevencion", for its name in Spanish, or the "Universal
            Plan"); for the component of the health services as described as
            detailed in this Article XX. The Plan also includes requirements on
            performance measures and performance improvement projects on Disease
            Management Activities listed on the Universal Plan description.

      12.   The primary preventive, health education and community outreach
            activities of the Health Plan's Preventive Program, which emphasize
            in disease prevention and health promotion, shall be the
            responsibility of the Department of Health. In collaboration with
            the Department of Health, the Insurer will cooperate with the
            Department of Health efforts in the development of surveillance
            methodology to identify compliance with this program.

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                                   ARTICLE XXI
                              MENTAL HEALTH PROGRAM
         DIRECT PROVIDERS DEMONSTRATION PROJECT AND SMART CARD ROLL-OUT
                    MEDICARE MODERNIZATION PROJECT INITIATIVE

IN ARTICLE XXI, PARAGRAPH 4 IS INCORPORATED TO READ AS FOLLOWS:

      4. MEDICARE MODERNIZATION PROJECT INITIATIVE

      4.1   The INSURER acknowledges the present initiatives and engagement
            efforts the ADMINISTRATION is conducting for the evaluation of the
            Health Plan's total infrastructure for health services delivery.
            This acknowledgement entails the INSURER's recognition and
            acceptance of the ADMINISTRATION intended purpose to substantially
            modify or terminate the present Health Plan coverage for its
            Medicare beneficiaries, among other changes, to comply accordingly
            with new terms and conditions mandated under the Medicare, Medicaid
            Program to the extent these modifications are required for
            enhancing, flexibilizing and affording the best comprehensive and
            financial affordable coverage under Law 72 to the Medicare
            population within Commonwealth's budget limitations.

      4.2   The INSURER shall collaborate and assist the ADMINISTRATION as
            deemed necessary to ensure a proper transition of services to its
            beneficiaries in the event the coverage and access of services of
            its Medicare population is modified or terminated as a result of the
            Medicare Modernization Act legislative and regulatory developments
            taking place or that may be implemented during this contract term.

                                 ARTICLE XXVIII
                             EFFECTIVE DATE AND TERM

IN ARTICLE XXVIII, PARAGRAPHS (1), (3) ARE AMENDED AND SUBSTITUTED, PARAGRAPH
(5) AND (6) ARE INCORPORATED, TO READ AS FOLLOWS:

      1.    This contract shall be in effect starting at 12:01 AM, Puerto Rico
            time on July 1, 2002, the first day that coverage begins and payment
            of the premium is due until either June 30th, 2006, or otherwise at
            the Administration's option until December 31, 2005.

      3.    This contract may be extended, or modified by the ADMINISTRATION,
            upon acceptance by INSURER, for any subsequent period of time if

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            deemed in the best interest of the beneficiaries, the ADMINISTRATION
            and the Government of Puerto Rico.

      5.    The ADMINISTRATION hereby reserves its right to set aside the terms
            set forth on paragraph (1) and either, terminate this contract on
            December 31, 2005, with no less than (60) sixty days prior notice,
            in the best interest of the Government of Puerto Rico.

      6.    In the event the ADMINISTRATION determines to exercise the option to
            terminate this contract, or in the event the contract term expires
            without the parties reaching an agreement, or either, the INSURER
            determines not to continue its participation under the health plan,
            a two (2) months transition period will be guaranteed by the
            INSURER, which will commence after the effective date of
            termination, or contract expiration date or the non-renewal
            notification date to the ADMINISTRATION, as applicable with the
            corresponding payment by the ADMINISTRATION to INSURER of premiums
            for said transition period.

THE PRESENT AMENDMENTS TAKE PRECEDENCE AND SHALL PREVAIL OVER ANY REMAINING
SECTIONS AND ARTICLES OF THE CONTRACT WHICH ARE MAINTAINED BUT COULD CONFLICT
WITH THESE AMENDMENTS.

This being the amendment that the parties have agreed to, each party places its
initials at the margin of each of the pages contained herein, and affixes below
its signature. In San Juan, Puerto Rico, on this 10 DAY OF OCTOBER, 2005.

/s/
--------------------------------------------------
NANCY  VEGA RAMOS, MHS, HIA, MHP
EXECUTIVE DIRECTOR
PUERTO RICO HEALTH INSURANCE ADMINISTRATION

/s/
--------------------------------------------------
SOCORRO RIVAS
CHIEF EXECUTIVE OFFICER
TRIPLE-S, INC.

/s/
--------------------------------------------------
LUIS A. MARINI, DMD
CHIEF EXECUTIVE OFFICER
TRIPLE-C, INC.

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