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                                                                  Exhibit 10.7.5

         [GRAPHIC]                             Illinois Department of Public Aid

                                               201 South Grand Avenue East
                                               Springfield, Illinois 62763 0001

Rod R. Blagojevich, Governor                   Telephone: (217) 524-747B
  Barry S. Maram, Director                     TTY: (800) 526-5812

                                                -------------------
                                                      RECEIVED
                                                    APR 25 2003
                                                -------------------

April 17, 2003

Jean Moise
President and Chief Operating Officer
AMERIGROUP Illinois, Inc.
211 West Wacker Drive, Suite 1350
Chicago, Illinois 60606

Dear Mr. Moise:

Enclosed for your files is one original signature copy of Amendment No. 6 to the
contract between IDPA and AMERIGROUP Illinois, Inc. This amendment reflects
language necessary to comply with the terms and rules promulgated under the
Federal Health Insurance Portability and Accountability Act.

Sincerely,


/s/ Kelly Carter
-----------------------------
Kelly Carter, Chief
Bureau of Contract Management

cc: Dwight Jones, M.D., CEO (without enclosure)

E-mail: dpawebmaster@mail.idpa.state.il.us Internet: http://www.state.il.us/dpa/

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                                STATE OF ILLINOIS
                            DEPARTMENT OF PUBLIC AID

                               AMENDMENT 6 TO THE
                     CONTRACT FOR FURNISHING HEALTH SERVICES
                      BY A HEALTH MAINTENANCE ORGANIZATION

                                 2001-24-006-KA6

Whereas, the State of Illinois acting by and through the Illinois Department of
Public Aid, 201 South Grand Avenue East, Springfield, Illinois 62763-0001,
hereinafter referred to as Department, and AMERIGROUP Illinois, Inc.,
hereinafter referred to as Contractor, parties to the Contract for Furnishing
Health Services by a Health Maintenance Organization, as amended (Contract),
effective April 1, 2000, desire to amend the Contract; and

Whereas, pursuant to section 9.9.(a) of the Contract, the Contract may be
modified or amended by the written consent of the parties; and

Whereas, pursuant to Section 9.9(c) of the Contract, the Contract shall be
amended if the Department determines the amendment is necessary to remain in
compliance with State or federal law or regulation; and

Whereas, the Department has determined that such an amendment is necessary to
comply with the terms of rules promulgated under the federal Health Insurance
Portability and Accountability Act (HIPAA);

Now Therefore, the Contract shall be amended by adding the language set forth
herein to the Contract:

1.   Article I, Definitions:

          HIPAA means the federal Health Insurance Portability and
          Accountability Act, Public Law 104-191.

          Individual, as used in Section 5.3(q) and Attachment V, shall have the
          same meaning as the term "individual" in 45 CFR Section 164.501 and
          shall include a Participant as defined in this Contract, and a person
          who qualifies as a personal representative in accordance with 45 CFR
          section 164.502(g).

          Protected Health Information shall have the same meaning as the term
          "protected health information" in 45 CFR Section 164.501, limited to
          the

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          information created or received by the Contractor from or on behalf of
          the Department.

2.   Section 5.3(q):

          HIPAA Marketinq Requirements. Notwithstanding the above, the
          definition of Marketing shall apply to all marketing performed under
          this Contract, and the Contractor is subject to the following
          authorization requirement.

          (1)  Definition. Marketing is any communication by the Contractor
               about a product or service that encourages the individual to
               purchase or use the product or service, unless the communication
               is limited to:

               (a)  a description of health-related products or services (or
                    payment for such products or services) that are provided by
                    or included in a plan of benefits of the Department or
                    Contractor pursuant to this Contract, including
                    communications regarding the entities participating in a
                    health care provider network or health plan network,
                    replacement of or enhancements to a health plan, and
                    health-related products or services available only to an
                    enrollee that add value to but are not part of the plan of
                    benefits;

               (b)  communications for treatment of the individual; or

               (c)  communications for case management or care coordination for
                    the individual or to direct or recommend alternative
                    treatments, therapies, health care providers, or settings of
                    care to the individual.

          (2)  Authorization.

               (a)  Contractor must obtain an authorization for any use or
                    disclosure of protected health information for marketing,
                    except if the communication is in the form of: face to face
                    communication made by the Contractor to the individual, or a
                    promotional gift of nominal value provided by the
                    Contractor.

               (b)  If the marketing involves direct or indirect remuneration to
                    the Contractor from a third party, the authorization shall
                    state that such remuneration is involved.

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3.   Section 5.23:

          HIPAA Compliance. Contractor shall comply with the terms of Sections B
          and C of the HIPAA Compliance Obligations set forth in Attachment V.

4.   Section 6.6:

          HIPAA Compliance. The Department shall comply with the terms of
          Section D of the HIPAA Compliance Obligations set forth in Attachment
          V.

5.   Section 8.6:

          Termination for Breach of HIPAA Compliance Obligations. Upon the
          Department's learning of a material breach of the terms of the HIPAA
          Compliance Obligations, set forth in Attachment V, incorporated by
          reference and made a part hereof, the Department shall:

          (1)  provide Contractor with an opportunity to cure the breach or end
               the violation, and terminate this Contract if Contractor does not
               cure the breach or end the violation within the time specified by
               the Department; or

          (2)  immediately terminate this Contract if Contractor has breached a
               material term of the HIPAA Compliance Obligations and cure is not
               possible; or

          (3)  report the violation to the Secretary of the U.S. Department of
               Health and Human Services, if neither termination nor cure by
               Contractor is feasible.

6.   Attachment V, which is attached to this Amendment.

Further, the Contract shall be amended by replacing Section 9.1 in its entirety
with the following language:

     Section 9.1. Records Retention, Audits, and Reviews.

          The Contractor shall maintain all business, professional and other
     records in accordance with 45 CFR Part 74 and the specific terms and
     conditions of this Contract and pursuant to generally accepted accounting
     and medical practice. The Contractor shall maintain, for a minimum of six
     (6) years after completion of the Contract and after final payment is made
     under the Contract, adequate books, records, and supporting documents to
     verify the amounts, recipients, and

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     uses of all disbursements of funds passing in conjunction with the
     Contract. If an audit, litigation or other action involving the records is
     started before the end of the six (6) year period, the records must be
     retained until all issues arising out of the action are resolved.

          The Contract and all books, records, and supporting documents related
     to the Contract shall be made available, at no charge, in Illinois, by the
     Contractor for review and audit by the Department, the Auditor General or
     other Authorized Persons. The Contractor agrees to cooperate fully with any
     audit conducted by the Department, the Auditor General or other Authorized
     Persons and to provide full access in Illinois to all relevant materials.

          Failure to maintain the books, records, and supporting documents
     required by this Section shall establish a presumption in favor of the
     State for the recovery of any funds paid by the State under the Contract
     for which adequate books, records, and supporting documentation are not
     available, in Illinois, to support their purported disbursement.

          The Contractor shall provide any information necessary to disclose the
     nature and extent of all expenditures made under this Contract. Such
     information must be sufficient to fully disclose all compensation of
     Marketing personnel pursuant to Article V, Section 5.3(g). The Department,
     the Auditor General or other Authorized Persons may inspect and audit any
     financial records of the Contractor or its subcontractors relating to the
     Contractor's capacity to bear the risk of financial losses.

          The Department, the Auditor General or other Authorized Persons may
     also evaluate, through inspection or other means, the quality,
     appropriateness, and timeliness of services performed under this Contract.

          The Department shall perform quality assurance reviews to determine
     whether the Contractor is providing quality and accessible health care to
     Beneficiaries under this Contract. The reviews may include, but are not
     limited to, a sample review of medical records of Beneficiaries,
     Beneficiary surveys and examination by consultants. The specific points of
     quality assurance which will be reviewed include, but are not limited to:

          (1)  legibility of records
          (2)  completeness of records
          (3)  peer review and quality control
          (4)  utilization review
          (5)  availability, timeliness, and accessibility of care
          (6)  continuity of care
          (7)  utilization reporting

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          (8)  use of services
          (9)  quality and outcomes of medical care

          The Department shall provide for an annual (as appropriate) external
     independent review of the above that is conducted by a qualified
     independent entity.

          The Department shall adjust future payments or final payments if the
     findings of a Department audit indicate underpayments or overpayments to
     the Contractor. If no payments are due and owing to the Contractor, the
     Contractor shall immediately refund all amounts which may be due the
     Department.

All other Contract terms and conditions shall remain in effect, except that in
the event this Amendment conflicts with the Contract, the terms of this
Amendment shall take precedence.

The effective date of this Amendment shall be the date it is fully executed by
the parties.

In Witness Whereof, the Department and the Contractor have hereby caused this
Amendment to be executed on the dates shown below by their duly authorized
representatives.

AMERIGROUP Illinois, Inc.                 State of Illinois
                                          Department of Public Aid


By: /s/ Illegible                         By: /s/ Barry S. Maram
    ---------------------------------         ----------------------------------
Title: President, COO                         Barry S. Maram
                                              Director
Date: 3/17/03
                                              Date: 4-10-03

FEIN:
     --------------------------------

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Attachment V
HIPAA Compliance Obligations

A.   Definitions.

     (1)  "Designated Record Set" shall have the same meaning as the term
          "designated record set" in 45 CFR section 164.501.

     (2)  "HIPAA" means the federal Health Insurance Portability and
          Accountability Act, Public Law 104-191.

     (3)  "Individual" shall have the same meaning as the term "individual" in
          45 CFR Section 164.501 and shall include a Participant as defined in
          this Contract, and a person who qualifies as a personal representative
          in accordance with 45 CFR section 164.502(g).

     (4)  "PHI" means Protected Health Information, which shall have the same
          meaning as the term "protected health information" in 45 CFR section
          164.501, limited to the information created or received by the
          Contractor from or on behalf of the Department.

     (5)  "Privacy Rule" shall mean the Standards for Privacy of Individually
          Identifiable Health Information at 45 CFR Part 160 and 45 CFR Part 164
          subparts A and E.

     (6)  "Required by law" shall have the same meaning as the term "required by
          law" in 45 CFR section 164.501.

B.   Contractor's Permitted Uses and Disclosures.

     (1)  Except as otherwise limited by this Contract, Contractor may use or
          disclose PHI to perform functions, activities, or services for, or on
          behalf of, the Department as specified in this Contract, provided that
          such use or disclosure would not violate the Privacy Rule if done by
          the Department.

     (2)  Except as otherwise limited by this Contract, Contractor may use PHI
          for the proper management and administration of Contractor or to carry
          out the legal responsibilities of Contractor.

     (3)  Except as otherwise limited by this Contract, Contractor may disclose
          PHI for the proper management and administration of Contractor,
          provided that the disclosures are required by law, or Contractor
          obtains reasonable assurances from the person to whom the PHI is
          disclosed that the PHI will remain confidential and used or further
          disclosed only as required by law or for the purpose for which it was
          disclosed to the person. Contractor shall require the person to whom
          the PHI was disclosed to notify Contractor of any instances of which
          the person is aware in which the confidentiality of the PHI has been
          breached.

     (4)  Except as otherwise limited by this Contract, Contractor may use PHI
          to provide

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          data aggregation services to the Department as permitted by 45 CFR
          section 164.504(e)(2)(i)(B).

     (5)  Contractor may use PHI to report violations of law to appropriate
          federal and state authorities, consistent with 45 CFR section
          164.502(j)(1).

C.   Limitations on Contractor's Uses and Disclosures. Contractor shall:

     (1)  Not use or further disclose PHI other than as permitted or required by
          the Contract or as required by law;

     (2)  Use appropriate safeguards to prevent use or disclosure of PHI other
          than as provided for by this Contract;

     (3)  Mitigate, to the extent practicable, any harmful effect that is known
          to the Contractor of a use or disclosure of PHI by Contractor in
          violation of the requirements of this Contract;

     (4)  Report to the Department any use or disclosure of PHI not provided for
          by this Contract of which Contractor becomes aware;

     (5)  Ensure that any agents, including a subcontractor, to whom the
          Contractor provides PHI received from the Department or created or
          received by Contractor on behalf of the Department, agree to the same
          restrictions and conditions that apply through this Contract to
          Contractor with respect to such information;

     (6)  Provide access to PHI in a Designated Record Set to the Department or
          to another individual whom the Department names, in order to meet the
          requirements of 45 CFR section 164.524, at the Department's request,
          and in the time and manner specified by the Department;

     (7)  Make available PHI in a Designated Record Set for amendment and to
          incorporate any amendments to PHI in a Designated Record Set that the
          Department directs or that Contractor agrees to pursuant to 45 CFR
          section 164.526 at the request of the Department or an individual, and
          in a time and manner specified by the Department;

     (8)  Make Contractor's internal practices, books, and records, including
          policies and procedures and PHI, relating to the use and disclosure of
          PHI received from the Department or created or received by Contractor
          on behalf of the Department available to the Department and to the
          Secretary of Health and Human Services for purposes of determining the
          Department's compliance with the Privacy Rule;

     (9)  Document disclosures of PHI and information related to disclosures of
          PHI as would be required for the Department to respond to a request by
          an individual for an accounting of disclosures of PHI in accordance
          with 45 CFR section 164.528;

     (10) Provide to the Department or to an individual, in a time and manner
          specified by the Department, information collected in accordance with
          the terms of this

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          Contract to permit the Department to respond to a request by an
          individual for an accounting of disclosures of PHI in accordance with
          45 CFR section 164.528;

     (11) Return or destroy all PHI received from the Department or created or
          received by Contractor on behalf of the Department that the Contractor
          still maintains in any form, and to retain no copies of such PHI, upon
          termination of this Contract for any reason. If such return or
          destruction is not feasible, Contractor shall provide the Department
          with notice of such purposes that make return or destruction
          infeasible, and upon the parties' written agreement that return or
          destruction is infeasible, Contractor shall extend the protections of
          the Contract to the PHI and limit further uses and disclosures to
          those purposes that make the return or destruction of the PHI
          infeasible. This provision shall apply equally to PHI that is in the
          possession of Contractor and to PHI that is in the possession of
          subcontractors or agents of Contractor.

D.   Department Obligations. The Department shall:

     (1)  Provide Contractor with the Department's Notice of Privacy Practices
          and notify Contractor of any changes to said Notice;

     (2)  Notify Contractor of any changes in or revocation of permission by an
          individual to use or disclose PHI, to the extent that such changes may
          affect Contractor's permitted or required uses and disclosures of PHI;

     (3)  Notify Contractor of any restriction to the use or disclosure of PHI
          that the Department had agreed to in accordance with 45 CFR section
          164.522, to the extent that such restriction may affect Contractor's
          use or disclosure of PHI;

     (4)  Not request that Contractor use or disclose PHI in any manner that
          would not be permissible under the Privacy Rule if done by the
          Department.

E.   Interpretation. Any ambiguity in this Contract shall be resolved in favor
     of a meaning that permits the Department to comply with the Privacy Rule.

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