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                                                                 Exhibit 10.39.2

                  SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

     THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment") is entered
into as of June 30, 2003 by and among AMERIGROUP FLORIDA, INC., a Florida
corporation ("Buyer"), AVMED, INC., a Florida not-for-profit corporation
("Seller"), and SANTAFE HEALTHCARE, INC., a Florida not-for-profit corporation
("Seller's Parent"). (Capitalized terms not defined when used herein shall have
the respective meanings ascribed to such terms under the Asset Purchase
Agreement described below.)

                                    RECITALS:

     A. The parties hereto have entered into an Asset Purchase Agreement dated
as of March 15, 2003, and amended by that certain Amendment (the "First
Amendment") dated May 19, 2003 (collectively the "Asset Purchase Agreement"),
pursuant to which Seller has agreed to sell to Buyer, and Buyer has agreed to
buy from Seller, all of Seller's rights in and to the Special Intangible
Medicaid Assets.

     B. The parties desire to clarify their intent with respect to certain
matters, including, among other things, the definition of Span Admissions, by
amending the Asset Purchase Agreement, all as more specifically set forth below.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and Ten Dollars ($10.00) cash in hand
paid, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Section 1.1(a) of the Asset Purchase Agreement is hereby amended by
inserting the following parenthetical in such Section after the second use of
"Effective Date" and before the semicolon: "(the transfer of such Members and
the succession to such rights to be effected in the manner contemplated
herein)".

     2. Subsection (ii) of Section 2.2(b) of the Asset Purchase Agreement is
hereby amended and restated to read as follows: "(ii) for non-maternity cases,
all medical claim liabilities (whether accruing before or after the Effective
Date) which relate to a Member who is admitted to a hospital or other inpatient
facility prior to the Effective Date and remains admitted through the Effective
Date (a "Span Admission")."

     3. Section 3.3(b)(iii) of the Asset Purchase Agreement is hereby amended
and restated in its entirety as follows:

          "(iii) If the Purchase Price is less than the Preliminary Purchase
          Price (such difference, the "Excess Amount"), then within five (5)
          business days of the delivery to Seller of the Adjustment Statement,
          Seller and Buyer shall by joint written instructions direct the Escrow
          Agent to (1) distribute to Buyer an amount equal to the Excess Amount,
          and (2) subject to the terms of the Escrow Agreement, distribute to
          Seller the balance, if any, of the funds

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          held in the Escrow Account after the distribution to Buyer of amounts
          payable in respect of the Excess Amount; provided, however, if the
          Excess Amount is equal to or exceeds the Escrow Deposit (the
          difference of the Excess Amount minus the Escrow Deposit shall be the
          "Additional Return Amount"), then Seller shall within five (5)
          business days of the delivery to Seller of the Adjustment Statement
          (A) deliver to the Escrow Agent a cash amount equal to the Additional
          Return Amount, and (B) subject to the terms of the Escrow Agreement,
          Seller and Buyer shall by joint written instructions direct the Escrow
          Agent to distribute to Buyer all of the funds held in the Escrow
          Account."

     4. Subsection (C) of Section 6.1(a)(ii) of the Asset Purchase Agreement is
hereby amended by inserting the following parenthetical at the end of such
subsection: "(as effected through an amendment to Buyer's Florida Medicaid
Contract)".

     5. Subsection (D) of Section 6.1(a)(ii) of the Asset Purchase Agreement is
hereby amended by replacing the words "immediately prior to" with
"contemporaneously with".

     6. Section 7.3(h) is hereby amended by replacing the words "at Closing" in
the second sentence of such section with "within five (5) days after Closing".

     7. Section 8.1(c) is hereby amended by inserting the following additional
sentence at the end of such section:

          "At Closing, the parties shall compare their respective out-of-pocket
          costs and expenses for such communications on an estimated basis, with
          the party who has paid less being obligated to promptly pay the other
          party fifty percent (50%) of the difference. At such time as the
          Adjustment Statement is prepared, the parties shall exchange such
          written information as is necessary to definitively reconcile such
          costs and expenses and the party who has paid less (taking into
          account any preliminary settlement payments made at Closing) shall
          promptly pay the other party fifty percent (50%) of the difference."

     8. Except as modified by the provisions of this Amendment, all of the terms
of the Asset Purchase Agreement shall remain in full force and effect.

     9. This Amendment may be executed in any number of counterparts, and by
each party on a separate counterpart, each of which, when so executed and
delivered, shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.

                                     AMERIGROUP FLORIDA, INC.


                                     By:                                  (SEAL)
                                        ----------------------------------
                                        Name:
                                             -----------------------------
                                        Title:
                                              ----------------------------


                                     AVMED, INC.


                                     By:                                  (SEAL)
                                        ----------------------------------
                                        Name:
                                             -----------------------------
                                        Title:
                                              ----------------------------


                                     SANTAFE HEALTHCARE, INC.


                                     By:                                  (SEAL)
                                        ----------------------------------
                                        Name:
                                             -----------------------------
                                        Title:
                                              ----------------------------

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