##### 



Exhibit 10.2 February 21, 2003 Debra A. Finnel
Chief Operating Officer
Metcare of Florida, Inc.
500 Australian Avenue, Suite 1000
West Palm Beach, Florida 33401 Re:
    
    Letter of Agreement Pertaining to Amendment of Physician Practice Management Participation Agreement
 Dear Debra: This letter is to set forth the terms in principle of an amendment to the
Physician Practice Management Participation Agreement between Metcare of
Florida, Inc. (hereinafter, Metcare), and Humana Medical Plan, Humana Health
Insurance Company of Florida, Inc. and Humana Insurance Company (hereinafter
collectively, Humana) effective on January 1, 2000 and subsequently amended
(hereinafter the Agreement). The Amendment to the Agreement shall be consistent with the terms and
conditions set forth in general terms in this Letter of Agreement (hereinafter,
Letter of Agreement). The Amendment in principle shall be as follows: 1. The Amendment to the Agreement shall be effective on January 1, 2003. 2. For Medicare+Choice members, Humana will pay Metcare under a global
risk arrangement which will be funded at * of total combined CMS and collected
member premium (equating to * of CMS premium and * of collected member premiums
or * per member). 3. For commercial members, the risk deal in the current Agreement will
convert to a no-risk deal. However, primary care physicians will continue to
be paid commercial HMO member capitation rates as outlined in current contract. 4. While it is the intent of Humana to continue participating in M&C in
the Daytona Market on an ongoing basis, in the event that Humana ever decides
to exit the Daytona Market the following modification of the Medicare+Choice
global risk arrangement will occur: (1) Two months prior to the market
withdrawal by Humana, the two parties will share risk as follows- *
Metcare and * Humana; (2) One month prior to the market withdrawal by
Humana, the two parties will share risk on the basis of * Metcare and * Humana.
If Humana should decide to exit the Daytona market, Metcare shall be permitted
to contract with any other HMO or form its own HMO to offer M&C services on any
financial basis whatsoever effective after Humanas exit of the market.
Further, Metcare shall be permitted to notify Humana members of any new
arrangement 60 days prior to the termination of Humanas Medicare+Choice
contract with CMS. * The Confidential Portion has been so omitted pursuant to a request for
confidential treatment and has been filed separately with the Commission.




---



##### 



Debra A. Finnel
Page 2 5. During the term of the Agreement, Humana will review cash payments due
to Metcare on a monthly basis. If in any month the total amount due to Metcare
is less than $ * Humana will make a cash advance to Metcare
to increase the total cash payment to Metcare to $ * . (For example: If the
monthly surplus is $ * due to Metcare, Humana will make an additional $ * cash
advance payment to Metcare in order to result in a $ * payment. Alternatively,
if the monthly surplus due to Metcare is $ * , Humana will make no cash advance
to Metcare that month since the $ * minimum cash payment has already been
achieved. Finally, if a month results in a deficit for Metcare, Humana will
make a $ * cash advance payment in order to achieve the $ * cash payment
level). All cash advance payments will be expensed against Metcares Service
Fund totals and shall be repaid by Metcare to Humana. However, if during the
term of this deal, Metcare receives monthly payments that average more than $ *
        , and they are subsequently followed by a month in which a deficit is
generated, Humana will not make the $ * guaranteed payment. If less than $ *
is necessary to reach the monthly average of $ * , then the lower payment will
be made instead of the guaranteed $ * monthly payment. 6. The deficit is defined as the negative balance in the January 2003
Service Fund Total (approximately $ * ) will be converted into a note payable
to Humana and will be treated separately from the ongoing Service Fund balance
from that point onward. Repayment of the note will be based on 12 equal
monthly installments charged to Metcares Service Fund balance beginning
January 2003. 7. Humana will pay directly to the appropriate providers certain debts
incurred by Metcare relating to PCP incentives, PCP hospitalist services,
oncology supplies and office space rental. Such payments are expected to be
approximately $ * in total and will be mutually agreed to be Humana and
Metcare prior to the execution of the Amendment. Up to $ * of the payments set
forth in this paragraph will be added to Metcares note payable to Humana under
Paragraph 6. Humana will charge the remainder of the payments, if any, to
Metcares Service Fund balance. 8. During the term of the Amended Agreement Humana will agree not to enter
into any new MSO M+C global risk deals for Medicare+Choice HMO products in the
Daytona Market. In addition, unless agreed to by Humana, Metcare and its
affiliated companies will agree not to enter into or participate in a risk
contract (including global, full, and limited risk and capitated contracts) for
M+C members with any other Medicare+Choice HMO or PSO in Florida counties in
which Metcare and Humana have a Medicare+Choice contract; specifically Palm
Beach, Broward, Miami-Dade, Volusia, and Flagler Counties. Failure to comply
with the provisions of this paragraph will constitute cause for termination of
the Agreement. Humana will make reasonable efforts to ensure that all
contracted risk providers are treated similarly with respect to enforcement of
contractual obligations. * The Confidential Portion has been so omitted pursuant to a request for
confidential treatment and has been filed separately with the Commission.




---



##### 



Debra A. Finnel
Page 3 9. The term of the Amended Agreement in the Daytona Market between Metcare
and Humana will be 12 months from the effective date, and will automatically
renew unless the terminating party gives the other party notice of termination
180 days prior to the end of the term. 10. If, during the term of the Amended Agreement, Metcare notifies Humana
of its intent to terminate the Agreement, any restrictions on Humana related to
MSO exclusivity in the Daytona Market, as described in paragraph 8 above, will
be immediately void as of the date of the termination notice. 11. If Metcare obtains external stop loss insurance in the Daytona Market,
acceptable to Humana, the monthly premium for said stop loss insurance will be
paid directly from Humana to the stop loss carrier. The stop loss premium
expenses will be charged to Metcare on a monthly basis. If at any time Metcare
does not carry external stop loss insurance acceptable to Humana, Metcare
agrees to use Humanas stop loss insurance. In addition, if Metcare carries
external stop loss insurance, any requirements for claims data imposed by the
external stop loss carrier are understood to be the sole responsibility of
Metcare. At the time a revised Agreement is executed between Metcare and Humana,
both parties agree to issue a mutually agreed-upon written statement to the
participating PCPs in the Daytona Market notifying them of Metcares
continuing relationship with Humana. Also, both Metcare and Humana agree to work in partnership to resolve
problems and grow membership in all areas in which they mutually do business. This Letter of Agreement is subject to the execution of the Amendment of
the Agreement. It is intended that the Amendment shall be executed by the
parties within 10 business days from the date of this Letter of Agreement. Please execute this Letter of Agreement where indicated below and return a
fully executed copy to me for my records. Sincerely, Michael Seltzer * The Confidential Portion has been so omitted pursuant to a request for
confidential treatment and has been filed separately with the Commission.




---



##### 



Debra A. Finnel
Page 4 Agreed to and Accepted:Metcare of Florida, Inc.By:
    
    
    
    Date:Debra A. FinnelChief Operating OfficerAgreed to and Accepted:Humana Medical Plan, Inc.By:
    
    
    
    Date:Michael A. SeltzerChief Executive Officer of South FloridaAgreed to and Accepted:Humana Health Insurance Company of Florida, Inc.By:
    
    
    
    Date:Michael A. SeltzerChief Executive Officer of South FloridaAgreed to and Accepted:Humana Insurance Company.By:
    
    
    
    Date:Michael A. SeltzerChief Executive Officer of South Florida
 * The Confidential Portion has been so omitted pursuant to a request for
confidential treatment and has been filed separately with the Commission.