Exhibit 10.2


    Exhibit
      10.2

    APPENDIX
      X

    


    Agency
      Code 12000  Contract
      No. C017720

    Period
      9/1/05
      - 9/30/05 Funding
      Amount for Period Based
      on approved capitation rates

    


    This
      is
      an AGREEMENT between THE STATE OF NEW YORK, acting by and through The
      New York State Department of Health,
      having
      its principal office at Corning
      Tower, Room 2001, Empire State Plaza, Albany NY 12237,
      (hereinafter referred to as the STATE), and Wellcare
      of New York, Inc.,
      (hereinafter referred to as the CONTRACTOR), to modify Contract Number
C017720
      as set
      forth below. The effective date of these modifications is September 1,
      2005.

    


    
      	1.  	
              Paragraph
                (b) of section 10.12 Services for Which Enrollees Can Self-Refer
                is
                amended to read as follows:

            


    

     

    
      	b)  	
              Vision
                Services

            


    

     

    The
      Contractor will allow its Enrollee to self-refer to any participating provider
      of vision services (optometrist or ophthalmologist) for refractive vision
      services as described in Appendix K of this Agreement.

     

    
      	2.  	
              Section
                21.5 Payment in Full is amended to read as
                follows:

            


    

     

    Contractor
      must limit participation to providers who agree that payment received from
      the
      Contractor for services included in the Benefit Package is payment in full
      for
      services provided to Enrollees, except for the collection of applicable
      co-payments for Enrollees as provided by law.

     

    
      	3.  	
              The
                definition of Covered Services in Appendix K New York State Department
                of
                Health Family Health Plus Prepaid Benefit Package Definitions of
                Covered
                and Non-covered Services is amended to read as
                follows:

            


    

     

    The
      categories of services in the FHPlus Benefit Package, including optional covered
      services, shall be provided by the Contractor to Enrollees when medically
      necessary under the terms of this Agreement. The definitions of covered services
      herein are in summary form; the full description and scope of each of the FHPlus
      covered services are set forth in the applicable NYS Medicaid Provider Manual,
      except for the Vision Care benefit for FHPlus Enrollees which is described
      in
      Appendix K herein.

     

    
      	4.  	
              The
                definition of Vision Care in Appendix K New York State Department
                of
                Health Family Health Plus Prepaid Benefit Package Definitions of
                Covered
                and Non-covered Services is amended to read as
                follows:

            


    

     

    
      	A)  	
              Covered
                Services include emergency vision care, and the following preventive
                and
                routine vision care provided once in any twenty-four (24) month
                period:

            


    

     

    
      	i)  	
              one
                eye examination;

            


    

    
      	ii)  	
              either:
                one pair of prescription eyeglass lenses and a frame, or prescription
                contact lenses when medically necessary;
                and

            


    

    
      	iii)  	
              one
                pair of medically necessary occupational
                eyeglasses.

            


    

    


     

    
      	B)  	
              An
                ophthalmic dispenser fills the prescription of an optometrist or
                ophthalmologist and supplies eyeglasses or other vision aids upon
                the
                order of a qualified practitioner.

            


    

     

    
      	C)  	
              FHPlus
                Enrollees may self-refer to any Participating Provider of vision
                services
                (optometrist or ophthalmologist) for refractive vision services not
                more
                frequently than once every twenty-four (24)
                months.

            


    

     

    
      	D)  	
              If
                the Contractor does not provide upgraded frames or additional features
                that the Enrollee wants (such as scratch coating, progressive lenses
                or
                photo-gray lenses) as part of its covered vision benefit, the Contractor
                cannot apply the cost of its covered eyeglass benefit to the total
                cost of
                the eyeglasses the Enrollee wants and bill only the difference to
                the
                Enrollee. The Enrollee can choose to purchase the upgraded frames
                and/or
                additional features by paying the entire cost of the eyeglasses as
                a
                private customer. For example, if the Contractor covers standard
                bifocal
                eyeglasses and the Enrollee wants no-line bifocal eyeglasses, the
                Enrollee
                must choose between taking the standard bifocal glasses or paying
                the full
                price for the no-line bifocal eyeglasses (not just the difference
                between
                the cost of bifocal lenses and no-line lenses). The Enrollee must
                be
                informed of this fact by the vision care provider at the time that
                the
                glasses are ordered.

            


    

     

    
      	E)  	
              Contact
                lenses are covered only when medically necessary. Contact lenses
                shall not
                be covered solely because the FHPlus Enrollee selects contact lenses
                in
                lieu of receiving eyeglasses.

            


    

     

    
      	F)  	
              Coverage
                does not include the replacement of lost, damaged or destroyed
                eyeglasses.

            


    

     

    
      	G)  	
              The
                occupational vision benefit for FHPlus Enrollees covers the cost
                of
                job-related eyeglasses if that need is determined by a Participating
                Provider through special testing done in conjunction with a regular
                vision
                examination. Such examination shall determine whether a special pair
                of
                eyeglasses would improve the performance of job-related activities.
                Occupational eyeglasses can be provided in addition to regular glasses
                but
                are available only in conjunction with a regular vision benefit once
                in
                any twenty-four (24) month period. FHPlus Enrollees may purchase
                an
                upgraded frame or lenses for occupational eyeglasses by paying the
                entire
                cost as a private customer. Sun-sensitive and polarized lens options
                are
                not available for occupational
                eyeglasses.

            


    

     

    
      	5.  	
              The
                attached Appendix L Approved Capitation Rates for the FHPlus Program
                is
                substituted for the period beginning September 1,
                2005.

            


    

     

    All
      other
      provisions of said AGREEMENT shall remain in full force and effect.

     

    


     


    IN
      WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the
      dates
      appearing under their signatures.

     

    


     

    CONTRACTOR
      SIGNATURE   STATE
      AGENCY SIGNATURE

     

    


     

    By: /s/
      Todd S. Farha    By: /s/
      Donna Frescatore  

     

    Todd
      S. Farha      Donna
      Frescatore  

    Printed
      Name      Printed
      Name

    


    Title: President
      & Chief Executive Officer  Title: Deputy
      Director, OMC 

    


    Date: 8/11/05     Title: 10/13/05   

    


    State
      Agency Certification:

    In
      addition to the acceptance of this contract, I also certify that original copies
      of this signature page will be attached to all other exact copies of this
      contract.

    


    STATE
      OF
      FLORIDA )

    ) SS.:

    County
      of
      Hillsborough )

    


    On
      the
11th 
      day of
August
      2005,
      before
      me personally appeared Todd
      S. Farha,
      to me
      known, who being by me duly sworn, did depose and say that he resides at
Tampa,
      Florida,
      that he
      is the President
      and CEO
      of
Wellcare
      of New York ,
      the
      corporation described herein which executed the foregoing instrument; and that
      he signed his name thereto by order of the board of directors of said
      corporation.

    


    (Notary)

    


    /s/
      Kathleen R. Casey

    


    STATE
      COMPTROLLER’S SIGNATURE  Title:      

    


    


    Date:      

    


     

    


     


    Appendix
      L

     

    Family
      Health Plus

     

    Approved
      Capitation Payment Rates

     

    For
      the
      FHPlus Program

     

    


     

    


     


    
      
        
          FHPlus

          Appendix
            L

          September
            1, 2005

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    WELLCARE
      OF NEW YORK, INC.

     

    Family
      Health Plus Rates

     

    Effective
      September 1, 2005

     

    
      	 	 	 	 	 	
               

              Optional

              benefits
                covered

            
	
               

               

               

               

               

               

              County

            	
               

               

               

               

               

              Adults
                with 

              Children
                19-64

            	
               

               

               

               

               

              Adults
                without 

              Children
                19-29

            	
               

               

               

               

               

              Adults
                without

              Children
                30-64

            	
               

               

               

               

               

              Maternity
                Kick

            	
              Family

              Planning

            	
               

              Dental

            
	
               

              Albany

               

            	
               

              $242.76

               

            	
               

              $301.45

               

            	
               

              $348.82

               

            	
               

              $4,661.82

               

            	
               

              Yes

               

            	
               

              Yes

               

            
	
               

              Columbia

               

            	
               

              $268.10

               

            	
               

              $299.75

               

            	
               

              $414.05

               

            	
               

              $4,661.82

               

            	
               

              Yes

               

            	
               

              Yes

               

            
	
               

              Dutchess

               

            	
               

              $217.45

               

            	
               

              $268.25

               

            	
               

              $325.09

               

            	
               

              $4,661.82

               

            	
               

              Yes

               

            	
               

              Yes

               

            
	
               

              Greene

               

            	
               

              $268.10

               

            	
               

              $299.75

               

            	
               

              $414.05

               

            	
               

              $4,661.82

               

            	
               

              Yes

               

            	
               

              Yes

               

            
	
               

              New
                York City

               

            	
               

              $202.20

               

            	
               

              $196.86

               

            	
               

              $298.34

               

            	
               

              $4,834.20

               

            	
               

              Yes

               

            	
               

              Yes

               

            
	
               

              Orange

               

            	
               

              $217.45

               

            	
               

              $268.25

               

            	
               

              $325.09

               

            	
               

              $4,661.82

               

            	
               

              Yes

               

            	
               

              Yes

               

            
	
               

              Rensselaer

               

            	
               

              $242.76

               

            	
               

              $301.45

               

            	
               

              $348.82

               

            	
               

              $4,661.82

               

            	
               

              Yes

               

            	
               

              Yes

               

            
	
               

              Rockland

               

            	
               

              $246.82

               

            	
               

              $298.20

               

            	
               

              $318.46

               

            	
               

              $4,661.82

               

            	
               

              Yes

               

            	
               

              Yes

               

            
	
               

              Ulster

               

            	
               

              $217.45

               

            	
               

              $268.25

               

            	
               

              $325.09

               

            	
               

              $4,661.82

               

            	
               

              Yes

               

            	
               

              Yes