AGREEMENT

<PAGE>

                                                                 Exhibit 10.49.2

                                   APPENDIX X

AGENCY CODE: 12000                       CONTRACT NO.: C-015473

PERIOD: JULY 1,1998 - DECEMBER 31,2006   FUNDING AMOUNT FOR PERIOD: $257,106,633

This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through the

Department of Health, having its principal office at Corning Tower, Empire State

Plaza, Albany, NY, (hereinafter referred to as the STATE), and CARE PLUS HEALTH

PLAN hereinafter referred to as the CONTRACTOR), for modification of Contract

Number C-015473 as reflected in the attached provisions to Section I.B.1, of the

Agreement and Appendices E and L, and to extend the period of the contract

through December 31, 2006.

CONTRACTOR acknowledges that the STATE is currently developing a replacement

contract to govern services provided to Child Health Plus enrollees. This

CONTRACT will be cancelled and its terms deemed null and void upon the effective

date of the replacement contract.

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:                                     By:

    ---------------------------------       ---------------------------------

-------------------------------------   Judith Arnold

             Printed Name               Printed Name

Title:                                  Title: Deputy Commissioner