November 5, 1997

Mr. Thomas A. Curtin
12 Stoney Stream Lane
Littleton, MA 01460

Dear Mr. Curtin:

     I am  writing  to  outline  the terms of your  employment  by The  WellCare
Management Group, Inc.  ("WellCare" or the "Company") as Vice President of Sales
and  Marketing,  effective  September  24,  1997.  This offer of  employment  is
contingent,  of  course,  upon  your  successful  completion  of all  facets  of
WellCare's  pre-employment  screening process.  If you accept our offer, and any
part of the screening process proves  unsatisfactory to WellCare, we reserve the
right  to  rescind  any  outstanding  offer  of  employment  or  terminate  your
employment without notice or severance benefits.

     1. Your employment by WellCare is "at-will" and may be terminated by either
you or WellCare  at any time,  for any reason.  In the event you  exercise  your
rights under this  paragraph 1 to terminate your  employment,  you shall provide
ninety (90) days prior written  notice to the Company.  You will abide by and be
subject to all WellCare  policies and  procedures,  including those contained in
the  WellCare  Employee  Manual as may be amended  from time to time at the sole
discretion of WellCare.

     2.  Your  base  salary  will be  $140,000  per annum  payable  in  periodic
installments in accordance with WellCare's  regular payroll  practices.  You are
expected to devote your full time and best efforts to your work for WellCare.

     3. You will be eligible to receive an annual bonus.  From the  commencement
of your employment through December 31, 1997, the maximum achievable bonus shall
be $5,000. Commencing January 1, 1998, the maximum achievable annual bonus shall
be $20,000,  payable in arrears on a quarterly basis. The issuance and amount of
your bonus shall be  determined at the sole  discretion of the President  and/or
Chief Executive Officer of the Company based upon objective performance criteria
including, without limitation, your recruitment of new salespersons; opening new
markets;  developing new products;  creating and  implementing  new  advertising
campaigns; and creating and implementing a specific goal- oriented plan.

     You will be  eligible  to receive an annual  incentive  payment at the sole
discretion of the President  and/or the Chief Executive  Officer of the Company.
From the  commencement of your employment  through December 31, 1997, the annual
incentive  payment  shall be payable  at the sole  discretion  of the  President
and/or  Chief  Executive  Officer  of the  Company  and the  maximum  achievable
incentive  payment  shall be $10,000.  Commencing  January 1, 1998,  you will be
eligible to receive an annual incentive payment equal to one half of one percent
of the net  increase to revenue  derived  from  commercial  members,  payable as
follows:  one half on a quarterly  basis in arrears and the balance within sixty
(60) days of the close of the calendar year in which the  incentive  payment was
earned.

<PAGE>

     In order to be eligible  to receive  bonuses or  incentive  payments as set
forth above,  you must be employed by WellCare on the date such  payments are to
be made. In the event of the termination of your employment for any reason,  you
will not be eligible to receive a bonus or incentive payment hereunder.

     4. You will report to the President  and/or Chief Executive  Officer of the
Company or such other person of  appropriate  rank and authority as WellCare may
designate.

     5. In the  event  that you are  terminated  without  cause (as  defined  in
paragraph 6 below) on or before  September  23,  1998  (during the first year of
employment),  you shall  receive an amount  equal to one (1) year's  base salary
payable in the same  periodic  installments  as your base salary was paid during
employment.  In the event that you are terminated  without cause after September
23,  1998,  you shall  receive an amount  equal to six (6)  months'  base salary
payable in the same  periodic  installments  as your base salary was paid during
employment.  Any payments made to you pursuant to this  paragraph are contingent
upon your  execution  of  appropriate  waivers and  releases  required of you by
WellCare at that time. If your employment is terminated,  whether by the Company
or by you, for reasons other than those described above in this paragraph 5, you
shall have no right to receive  any  compensation  or benefit  hereunder  on and
after the effective  date of  termination  other than (i) base salary earned and
accrued on and after the effective date of termination; (ii) benefits, vacation,
and  options  earned and accrued  prior to the  effective  date of  termination,
subject to the terms of the plans applicable thereto.

     6. For purposes of this letter agreement, "cause" means (i) 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;  (ii)  violation  of Company  policy or
procedure; (iii) in the performance of your duties hereunder or otherwise to the
detriment of the company,  you engage in (A) willful  misconduct,  (B)willful or
gross neglect, (C) fraud, (D) misappropriation,  (E) embezzlement and (F) theft;
(iv) you disobey the directions of your supervisor or otherwise fail to meet the
reasonable  performance standards required of your position as determined by the
Company or its  President  and/or  CEO;  (v) you breach  this  Agreement  in any
respect;  (vi) 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 any other person; or (vii) engage in
any act that is materially  damaging or detrimental  to the Company  business or
reputation of the Company.

     7.  Subject to the  approval  of,  the  Company's  Compensation  Committee,
WellCare shall grant in your favor, Incentive Stock Options ("ISOs") to purchase
25,000 shares of the Company's  stock at $6.00 per share the market price of the
Common Stock on September 24, 1997, the date on which your employment commenced.
The ISOs herein  described  shall vest and be exercisable  as follows:  (i) five
thousand  (5,000) shares upon  commencement  of  employment;  (ii) five thousand
(5,000) shares on the first  anniversary  of the date of employment;  (iii) five
thousand  (5,000)  shares on the second  anniversary  of the date of employment;
(iv)  five  thousand  (5,000)  shares on the  third  anniversary  of the date of
employment;  (v) five thousand  (5,000) shares on the fourth  anniversary of the
date of

<PAGE>

employment. The term of the ISOs shall be 5 years.

     In the event of a Change in Control  (as defined in a formal  stock  option
plan) the unvested  portion of the ISOs shall  automatically  accelerate and you
shall  have  the  right  to  exercise  all or any  portion  of  the  same.  Upon
termination  of your  employment  with  WellCare,  the  unvested  portion of the
subject  options  shall  automatically  terminate  and you shall  have three (3)
months to exercise those options which have vested. You will be required to sign
WellCare's standard Option Agreement (copy attached).

     8.  You  will  be  eligible  for  a   $550-per-month   car  allowance  plus
reimbursement  for  expenses  in  connection  with  the  use of the  vehicle  in
accordance  with  WellCare  policy   applicable  to  other  similarly   situated
employees,  as may be  amended  from  time  to time at the  sole  discretion  of
WellCare.

     9.  You will be  eligible  to  participate  in  Company-sponsored  employee
benefit  plans as such are  available  to other  employees  of similar  rank and
authority in accordance  with the benefit plans rules,  subject to the Company's
right to amend and/or terminate such plans in its sole discretion.  In addition,
the Company  agrees for a period of three (3) months  commencing  on the date of
your employment (i) to pay for individual  health care coverage for you and (ii)
to reimburse you for COBRA payments for your family.

     10.  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 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. You
shall return all tangible  evidence of such  confidential  information,  and all
other  information  relating to the  business  of WellCare or of any  affiliated
entity of WellCare,  to WellCare  prior to or at the  termination  of employment
hereunder.

     11.  The  Company  will pay for the  actual  cost of moving  your  personal
belongings,  i.e.,  furniture,  etc.,  from  your  present  home  in  Littleton,
Massachusetts to Kingston,  New York. You will provide the Company with at least
two bids for the  actual  cost of  relocation  and the same will be  subject  to
approval  by  the  Company,   which  will  not  unreasonably  withhold  consent.
Additionally, for a period of three months from the date of your commencement of
employment  and subject to reasonable  prior  approval of WellCare,  the Company
shall  reimburse you for the actual cost of a furnished  apartment/hotel  in the
Kingston,  New York area where you will reside pending a permanent relocation of
you and your family to Kingston. In the event that you voluntarily resign within
six months of your commencement of employment, you will be required to reimburse
the Company for all relocation costs it has incurred.

     12. The "Restricted Period" means during the term of your employment by the
Company and during the 12 months  following  the date upon which you shall cease
to be an employee of the Company.  During and after the Restricted  Period,  you
agree to provide the

<PAGE>

Company, upon its reasonable request for same, with assurances that you are not,
directly or  indirectly,  disclosing or using any  confidential  or  proprietary
information of the Company, except for the sole benefit of the Company.

     You,  whether as employee,  partner,  joint  venturer,  officer,  director,
manager,  consultant,  advisor,  owner  (direct  or  indirect)  of more than one
percent (1%) of the stock or equity  interest of a corporation  or other entity,
shall not,  during the  Restricted  Period engage  directly or indirectly in, or
permit any entity  controlled by you to engage  directly or  indirectly  in, any
managed health care or health insurance business or venture (including,  without
limitation,  a self-insured  employer,  insurer,  employee welfare benefit plan,
health service  corporation or other managed care payor  organization,  a health
maintenance  organization,  preferred provider organization,  physician-hospital
organization or provider  organization or network, a third-party  administrator,
an independent practice association, a health care alliance, a hospital or other
health  care  facility,  or  another  individual  or entity  that,  directly  or
indirectly,  provides, finances, manages or administers health care services) in
the current or "filed"  service areas of WellCare of New York,  Inc. or WellCare
of Connecticut, Inc. without the advanced written consent of the Company.

     During the  Restricted  Period,  you shall  not,  directly  or  indirectly,
solicit  or  induce,  or attempt to  induce,  any  employee,  supplier,  vendor,
customer and/or client of the Company to terminate,  reduce or materially  alter
their  relationship  with,  or  otherwise  cease  negotiations  and/or  business
activity with the Company.

     You  shall  not  publish  any  statement  or  make  any   statement   under
circumstances  reasonably  likely  to  become  public  that is  critical  of the
Company, or in any way adversely affecting or otherwise maligning the reputation
of the Company.

     The  restrictions  contained  in this  paragraph 12 are  necessary  for the
protection  of  the  trade  secrets,  proprietary  information  and  contractual
relationships of the Company, all of which Employee acknowledges has been or may
be disclosed to Employee  while in the Company's  employ,  and are considered by
Employee to be reasonable  for such  purpose.  You agree that any breach of this
paragraph  shall  cause the  Company  substantial  and  irrevocable  damage  and
therefore,  in the event of any such  breach,  you agree that you shall  forfeit
your right to receive the balance of any  compensation  due you which is not yet
earned and accrued under this offer letter (whether it be in the form of salary,
benefits, expenses or vacation), and in addition to any other remedies which may
be available,  the Company shall have the right to seek specific performance and
injunctive relief.

     If any  court  determines  that  any  covenant  in  this  offer  letter  is
unenforceable  because of the duration or geographical  scope of such provision,
the duration or scope of such provision, as the case may be, shall be reduced so
that such provision becomes enforceable and, in its reduced form, such provision
shall then be enforceable and shall be enforced.

     13. This Agreement  contains the entire  agreement  between the parties and
supersedes  all  prior  agreements,  written  or oral,  including  that  certain
memorandum from Jerry L. Kay to you dated August 19, 1997.

<PAGE>

     14. This  Agreement  shall be governed by and construed in accordance  with
the laws of New York without regard to principles of conflicts of law.

     I  will  be  grateful  if  you  would  indicate  your  agreement  to  these
arrangements by signing below.

                                        Very truly yours,


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

Agreed:


/s/ Thomas Curtin
-------------------------
Thomas Curtin

Date:
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