November 17, 1998



Adele B. Reiter, Esq.
PO Box 269
Hurley, NY 12443


Dear Ms. Reiter:

This letter  agreement  outlines the terms and conditions of your  employment by
The WellCare  Management  Group,  Inc.  ("WellCare"  or the  "Company")  as Vice
President of Legal and Governmental  Affairs. You represent and warrant that you
are an attorney  licensed to practice in New York State and in good  standing in
all jurisdictions in which you are licensed as an attorney and that there are no
disciplinary or censure  proceedings  pending against you. You further represent
and  warrant  that you will  advise the  Company  immediately  in the event your
license  is  suspended  or  revoked  in  any  jurisdiction  or in  the  event  a
disciplinary or censure proceeding is commended against you.

1.   You will report directly to the  President/CEO of the Company.  Your duties
     shall include,  but not be limited to, supervision of the Legal Department,
     Medicare, Medicaid and Child Health Plus Departments.

2.   Your salary will be $5,000.00  per biweekly pay period  ($130,000.00  on an
     annualized basis), less applicable withholdings and deductions,  payable in
     accordance with WellCare's  normal payroll  practices.  Your salary will be
     reviewed  annually and may be increased at the sole discretion of WellCare.
     You will  devote  your full  time and  effort to the  business  affairs  of
     WellCare.

3.   You will be eligible to receive a discretionary  annual bonus. The issuance
     and amount of this bonus, if any, is not guaranteed and shall be determined
     at the sole  discretion  of  WellCare.  You must be  actively  employed  by
     WellCare  on the day bonus  payments  are made to be  eligible to receive a
     bonus.

4.   You will be eligible to  participate in the benefit plans of the Company as
     such are  available  to other  employees  of  similar  rank and  authority,
     including the Executive  Life  Insurance  Plan and the Executive  Long-Term
     Disability  Plan,  in  accordance  with the  terms of the  applicable  plan
     documents, subject to the company's right to amend, modify and/or terminate
     any or all of its  benefit  plans  at  any  time  in its  sole  discretion.
     WellCare  will  provide you with and pay for the costs of Employed  Lawyers
     Professional  Liability  Insurance in a minimum of  $2,000,000  during your
     employment  with  the  Company.  You will  also  receive  Continuing  Legal
     Education costs and  professional  society dues in the amount of $3,000 per
     annum at the  Company's  expense to be paid by the Company  throughout  the
     year upon presentation of enrollment forms or documentation of expenses.


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5.   While employed by the company,  the Company shall provide you with five (5)
     weeks vacation time per annum,  subject to the Company's  policy  regarding
     accrual of vacation  time.  Any vacation time described in this Paragraph 5
     may be taken at such  times  and in such  period  consistent  with  Company
     policy and business necessity.

6.   You will  receive a monthly car  allowance  in the amount of $500.00,  less
     applicable  withholdings  and deductions,  in accordance with the terms and
     conditions of the Vehicle Allowance  Policy.  You are fully responsible for
     having a reliable vehicle, in good running order, condition and appearance,
     for work at WellCare.  You are fully  responsible for the monthly  payments
     that  may be  associated  with  this  vehicle  as well as  other  expenses,
     including but not limited to maintenance,  insurance, and gasoline. Mileage
     incurred  as a direct  result of travel  on  behalf  of  WellCare  shall be
     reimbursable by WellCare in accordance with Company policy.

7.   The Company shall  reimburse you for all  reasonable  expenses  incurred or
     paid by you in connection  with, or related to, the business of the Company
     and the performance of your duties or responsibilities as described herein,
     upon  presentation of the appropriate  documentation,  expense  statements,
     vouchers  and/or  such other  supporting  information  as the  Company  may
     reasonably request.

8.   Your  employment  shall be  subject  to the  rules and  regulations  of the
     Company,  including  but  not  limited  to,  the  policies  and  procedures
     contained  in the  WellCare  policy and  procedure  manual,  and subject to
     WellCare's  right  to  amend,  modify  and/or  terminate  any or all of its
     policies and  procedures at any time.  You are also required to comply with
     all applicable legal, regulatory, and ethical requirements.

9.   This letter  agreement  is not a  guarantee  of  employment  for a specific
     period of time.  Your  employment by the Company is (at will),  which means
     that either you or the Company may terminate  your  employment at any time,
     for any reason.  In the event you exercise your rights under this Paragraph
     9 to terminate your  employment  with  WellCare,  you shall provide 30 days
     prior written notice to the Company.

10.  If your  employment is terminated by the Company  without Cause, as defined
     below,  you shall have no right to receive  any  compensation  or  benefits
     hereunder on and after the effective date of termination other than (i) six
     months'  salary,  at the rate in  effect at the time of  termination,  less
     applicable  withholdings and deductions,  payable  biweekly,  in accordance
     with the Company's normal payroll practices,  provided you execute a waiver
     and release agreement  prepared by WellCare at that time; (ii) continuation
     of your group health and dental insurance  coverage,  pursuant to COBRA, if
     eligible,  at the active  employee  rate and Executive  Life  Insurance and
     Long-Term  Disability  Plans, for a period of (a) 6 months from the date of
     your  termination of employment,  provided you execute a waiver and release
     agreement  prepared by WellCare at that time;  and (iii)  salary and unused
     vacation earned and accrued prior to the effective date of termination.

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11.  If your  employment  is  terminated  by the Company  for Cause,  as defined
     below,  or you voluntarily  resign your  employment  with the Company,  you
     shall have no right to receive any  compensation  or benefits  hereunder on
     and after the effective  date of  termination  other than salary and unused
     vacation earned and accrued prior to the effective date of termination.  In
     the  event of your  death or  "disability",  as  defined  in the  Company's
     Long-Term  Disability  Plan,  you  shall  have  no  right  to  receive  any
     compensation  or  benefits  hereunder  after  the last  day of your  active
     employment  with the  Company,  except that the  Company  shall pay to your
     estate, designated beneficiaries, or legal representatives,  as applicable,
     salary and unused vacation earned and accrued as of your last day of active
     employment with the Company.

12.  For purposes of this Agreement, "Cause" means (i) the loss or suspension of
     your license to practice law in any  jurisdiction;  (ii) a violation of any
     disciplinary  rule,  standard  or canon  of  professional  ethics;  (iii) a
     conviction  or plea of guilty or nolo  contendere  to a felony,  a crime of
     moral turpitude, dishonesty, breach of trust or unethical business conduct,
     or any  crime  involving  the  business  of the  Company;  (iv) a  material
     violation of Company  policy or procedure;  (v) in the  performance of your
     duties hereunder you engage in (A) willful misconduct, (B) willful or gross
     neglect,  (C) fraud, (D)  misappropriation,  (E) embezzlement or (F) theft;
     (vi) you breach this Agreement in any material respect and fail to cure the
     breach  within 30 days of  written  notice by  WellCare  or;  (vii) you are
     adjudicated  in any civil suit, or  acknowledge in writing in any agreement
     or stipulation, the commission of any theft, embezzlement,  fraud, or other
     act of dishonesty involving the Company.

13.  All confidential information that you may now possess, may obtain during or
     after your  employment  with WellCare or may create during your  employment
     with  WellCare,  and all other  confidential  information  relating  to the
     business of WellCare or of any affiliated entity of WellCare,  shall not be
     published by you,  disclosed or made accessible by you to any other person,
     firm, corporation or entity or otherwise used by you either during or after
     your employment, except, during your employment, in the business of and for
     the benefit of WellCare.

14.  The company  agrees to  indemnify  you with  respect to matters  arising in
     connection  with your  employment  by the  Company  to the  fullest  extent
     permitted by the New York Business Corporation Law.

15.  This Agreement constitutes the entire understanding and contains a complete
     statement of all the agreements between you and WellCare and supersedes all
     prior to contemporaneous  verbal or written  agreements,  understandings or
     communication,  including that certain Letter of Understanding  between you
     and WellCare  Management Group, Inc. dated April 24, 1995, as amended.  Any
     subsequent  agreement  or  representation  shall not be binding on WellCare
     unless  contained in a writing signed by you and the  President/CEO  of the
     Company.


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16.  This Agreement shall be governed by, construed, interpreted and enforced in
     accordance  with  the  laws of the  State of New  York  without  regard  to
     principles of conflicts of law.

Please indicate your agreement to these arrangements by signing below.

                                        Very truly yours,

                                        /s/ Joseph R. Papa
                                        ---------------------------
                                            Joseph R. Papa
                                            President/CEO


Accepted & Agreed:

/s/ Adele B. Reiter, Esq.
-------------------------
    Adele B. Reiter, Esq.


Date:
     --------------------


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