SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

 

                                                                   EXHIBIT 10.13

                 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

         THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Amendment")
is made and entered into effective as of January 1, 2000, by and between United
Wisconsin Services, Inc., a Wisconsin business corporation ("UWS") and Midelfort
Clinic, Ltd., Mayo Health System, a Wisconsin corporation (the "Clinic"),
(individually, a "Party" and collectively, the "Parties").

                                    RECITALS

         WHEREAS, UWS and the Clinic (or its affiliate or successor) are parties
to that certain purchase and sale agreement dated January 1, 1992 and amended
effective December 31, 1996 (the "Agreement"), pursuant to which the Clinic sold
all the outstanding shares of Midelfort Health Plan, Inc. (n/k/a Valley Health
Plan, Inc.) to UWS;

         WHEREAS, UWS and the Clinic (or its affiliate or successor) are also
parties to that certain joint venture agreement dated January 1, 1992, which was
superseded by an Amended and Restated Joint Venture Agreement dated January 1,
1997, and which has been superseded by a Second Amended and Restated Joint
Venture Agreement, dated January 1, 2000 (the "Second Amended and Restated Joint
Venture Agreement");

         WHEREAS, in consideration for extending the term of the Joint Venture
Agreement and amending the Joint Venture Agreement in other respects, the
Parties desire to extend the term of the Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth in this Amendment, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:

         1. REPURCHASE OPTION. The Parties hereby agree that the Clinic's option
to repurchase shall be in effect for the Initial Term of the Second Amended and
Restated Joint Venture Agreement and may be exercised effective December 31,
2002 subject to the modifications set forth in this Amendment, and that
Section 10.1 and Section 10.4 are hereby amended to read it their entirety as
follows:

                  10.1 Either at the end of the Initial Term of the Second
         Amended and Restated Joint Venture, or termination of the joint
         venture, whichever occurs earlier, the Clinic shall have the option to
         repurchase one hundred percent (100%) of the outstanding shares of VHP
         stock.

                  10.4 The Clinic shall exercise this option to repurchase by
         giving written notice to Thomas R. Hefty, as President of UWS, at least
         One Hundred and Twenty (120) days but no more than One Hundred and
         Thirty (130) days in advance of the effective date (the

         "Exercise Date"). The repurchase shall be effective on December 31,
         2002, or the date of termination of the Second Amended and Restated
         Joint Venture Agreement, whichever occurs earlier (the "Repurchase
         Date").

         2. REFERENCES. All references in this Amendment to the Joint Venture
Agreement shall mean and include, as appropriate, both the original joint
venture agreement between the Parties, and all amendments and restatements which
are in writing and have been executed by the Parties.

         3. CONTINUED EFFECT. Except as otherwise provided in this Amendment,
and subject to any other amendments which are in writing and have been executed
by the Parties, the Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed as of the date above written by their respective representatives.

Attest:                                        UNITED WISCONSIN SERVICES, INC.

                                               By: /s/ Thomas R. Hefty
-----------------                                 ------------------------------

                                               Title:
                                                     ---------------------------

Attest:                                        MIDELFORT CLINIC, LTD., MAYO
                                               HEALTH SYSTEM

                                               By: /s/ William C. Rupp, M.D.
-----------------                                 ------------------------------

                                               Title:
                                                     ---------------------------

                                     Page 2 

Basic Info X:

Name: SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Type: Second Amendment to Purchase and Sale Agreement
Date: July 9, 2002
Company: COBALT CORP
State: Wisconsin

Other info: