AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is entered into as of the
21st day of May, 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.)
A. The parties hereto have entered into an Asset Purchase Agreement dated as of March 15, 2003 (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. Under the Asset Purchase Agreement, the Purchase Price is determined preliminarily at Closing based on the
Closing Transferred Membership and then definitively adjusted based on the Reconciled Transferred
Membership (the "Reconciliation Mechanism").
C. The Reconciliation Mechanism assumed that the rights of the Members to disenroll or opt-out of Buyer's
health plan after Closing would not be expanded as a result of the terms of the Closing Governmental
Authorizations and, therefore, the conditions to Closing included, among other things, the following: (1) the
absence of any Closing Governmental Authorization which would require notice to Members advising them of
any right to disenroll from or opt-out of Buyer's Medicaid Plan on or after the Effective Date (a "Notice
Regarding Post-Effective Date Opt-Out Rights"), and (2) AHCA's delivery of a written approval which includes,
among other things, an assurance that neither AHCA nor CMS will require or send any Notice Regarding Post-
Effective Date Opt-Out Rights (the "Assurance").
D. AHCA has not delivered the Assurance with the approvals given to date because the notices that it is requiring