Exhibit 10.69a


                        Amendment to Employment Agreement
              Between The WellCare Management Group, Inc. (Company)
         And Mary Lee Campbell-Wisley (Employee) Dated January 29, 1997


WHEREAS this Amendment to said Employment Agreement is hereby made this 16th day
of February 1999;

WHEREAS all  paragraphs  of said  Employment  Agreement  not amended  herein are
hereby reaffirmed;

WHEREAS as of February 16, 1999 said  Employment  Agreement is hereby amended as
follows:

Replace  paragraph  2.1 of the  Employment  Agreement in its  entirety  with the
following:

2.1 During the  Employment  Period,  the Employee shall serve in the capacity of
and hold the title of Executive  Director,  President,  Chief Executive Officer,
and Chief  Operating  Officer of  WellCare of New York,  Inc.,  a New York State
certified health maintenance  organization and a wholly-owned  subsidiary of the
Company managed by the Company (the "WellCare HMO"), and shall be subject to the
supervision  of, and shall have such  authority  as is  delegated  to her by the
Boards of  Directors  of the Company and  WellCare  HMO (the  "Boards")  or such
designee(s) as the Boards may from time to time determine  consistent  with such
position.  The Employee  hereby accepts such  employment and agrees to undertake
the duties and  responsibilities  normally  inherent in such  position  and such
other  duties  and  responsibilities  as the  Boards  shall  from  time  to time
reasonably assign to her consistent with such position. Employee agrees to serve
on the Boards during the  Employment  Period,  provided that she is proposed and
elected.

Replace  paragraph  3.1 of the  Employment  Agreement in its  entirety  with the
following:

3.1 Salary. During the Employment Period, the Company shall pay the Employee, in
installments  consistent with the Company's usual payroll  practices,  an annual
base salary of $190,000,  which amount shall be subject to review as provided in
this Section  3.1. In the event that the Employee is, or is to be,  employed for
less than a full payroll installment period, such installment of the annual base
salary shall be appropriately adjusted.

You also shall be  entitled  to a $47,500  stay bonus (the "Stay  Bonus") due on
September  1, 1999,  provided on such date you are then  employed by the Company
under this Agreement.

Replace  paragraph  15.5 of the  Employment  Agreement in its entirety  with the
following:

15.5 Entire Agreement.  This Employment  Agreement,  as amended by the Amendment
dated February 16, 1999,  constitutes the entire  agreement  between the parties
and supersedes all prior agreements and understandings, whether written or oral,
relating to the subject matter of this Employment Agreement.


                                  THE WELLCARE MANAGEMENT GROUP, INC.


                                  By: /s/ Craig S. Dupont
                                  -----------------------
                                  Craig S. Dupont, Acting President/CEO


                                  EMPLOYEE

                                      /s/ Mary Lee Campbell-Wisley
                                      ----------------------------
                                          Mary Lee Campbell-Wisley