[LETTERHEAD OF THE WELLCARE MANAGEMENT GROUP, INC.]


December 1, 1998


Alan Bernstein, M.D.
29 Mountain Avenue
Larchmont, N.Y. 10538

Dear Dr. Bernstein:

     This  letter  will  confirm the terms of your  employment  by The  WellCare
Management Group,  Inc.  ("WellCare" or the "Company") as Chief Medical Officer,
effective as of September 8, 1998.

     1. Your employment by WellCare is "at-will" and may be terminated by either
you or  WellCare  at any time,  for any  reason,  subject to the other terms and
conditions  set forth in this  Agreement.  In the event you exercise your rights
under this  paragraph 1 to terminate  your  employment,  you shall provide sixty
(60) days prior written notice to the Company. In the event that your employment
is terminated by WellCare without cause, subject to the terms and conditions set
forth in this  Agreement,  WellCare  may, in its sole  discretion  provide up to
sixty (60) days prior written notice of such  termination  to you,  during which
time you shall remain in the employment of the Company to perform the duties and
responsibilities pursuant to the terms and conditions set forth herein. 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  $215,000  per annum  payable  in  periodic
installments in accordance with WellCare's regular payroll practices.  Your base
salary will be reviewed  annually by the Compensation  Committee of the Board of
Directors  of WellCare  (the  "Compensation  Committee")  and any change in such
salary  shall be  within  the sole  discretion  of the  Compensation  Committee.
Subject to paragraph 14, you will devote your full time and best efforts to your
work for WellCare.

     3. In addition to your annual  base  salary,  you shall be eligible  for an
annual bonus for the applicable  employment year, based upon performance,  in an
amount not to exceed  20% of your then  applicable  annual  base  salary.  After
September 8, 1999, the maximum  percentage of the applicable  annual base salary
may be reviewed annually by the Compensation Committee of the Company and may be
adjusted at the sole discretion of that Committee. The determination to pay such
bonus and the amount  thereof,  subject to the maximum  amount set forth  above,
shall be made in the sole discretion of the Compensation Committee. Specific and
objective  performance  standards  shall be  employed at the  discretion  of the
Compensation Committee.


<PAGE>


     4. You also shall be entitled to a $50,000  retention bonus (the "Retention
Bonus") payable in two $25,000  installments,  the first due on February 1, 1999
and the second due on August 1,  1999,  provided  on each such date you are then
employed by the Company under this  Agreement or you are  otherwise  entitled to
the  payment  of such  bonus  under  paragraph  (6)a  below.  The  amount of the
Retention Bonus shall be reduced  dollar-for-dollar  by any stay bonus you shall
have  received from your prior  employer on or before August 1, 1999.  You shall
promptly  notify  WellCare of the receipt of any such stay bonus from your prior
employer and the amount  thereof.  In addition,  if there is a Change of Control
(as defined in Exhibit A) of WellCare and your employment is terminated  without
cause by WellCare  thereafter but prior to August 1, 1999, the $50,000 Retention
Bonus shall become  immediately due and payable to you upon such  termination of
employment.

     5. You will report directly to the President and/or Chief Executive Officer
of the  Company.  Your  responsibilities  shall  include  but not be  limited to
quality improvement, case management, utilization review, physician and hospital
network development and provider relations. Upon appointment and ratification by
the WellCare of New York,  Inc.  Board of Directors,  you shall serve as Medical
Director of WellCare of New York, Inc. Upon  appointment and ratification by the
WellCare of  Connecticut,  Inc.  Board of  Directors  you shall serve as Medical
Director of WellCare of Connecticut, Inc. You represent and warrant that you are
a  physician  licensed  to  practice  medicine  in the  States  of New  York and
Connecticut  and are in good  standing  in all  jurisdictions  in which  you are
licensed  as a  physician  and  there  is  no  disciplinary  action  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  of a  disciplinary  action  or  censure
proceeding against you.

     6.   (a) If you terminate your employment  based upon a default by WellCare
of its  obligations  under this  Agreement  that is not cured within thirty (30)
days following  receipt of written notice from you describing  such breach,  you
shall be entitled to payment of the  installments  of the Retention Bonus as and
when due under paragraph 4.

          (b) In  addition,  in the event that you are  terminated  by  WellCare
without  cause (as defined in paragraph 7 below) on or before  September 7, 1999
(during the first year of employment), you shall receive an amount equal to nine
(9) months' base salary payable in the same periodic  installments  as your base
salary was paid during  employment  and, if the  effective  date of  termination
shall be prior to August 1, 1999,  you shall be  entitled  to the payment of any
remaining  installments  of the  Retention  Bonus,  as and  when  payable  under
paragraph 4.


<PAGE>


          (c) In the event that you are  terminated  by WellCare  without  cause
during the period commencing September 8, 1999 and ending September 7, 2000, 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.

          (d) 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 the time of termination of your employment.

          (e)  Subject  only  to  WellCare's  payment   obligations  under  this
paragraph 6 (a) (b) or (c) you shall have no right to receive  any  compensation
or benefit  hereunder on and after the  effective  date of  termination  of your
employment  for any reason other than (i) base salary  earned and accrued on and
after the  effective  date of  termination;  and (ii)  benefits,  vacation,  and
options earned and accrued prior to the effective date of  termination,  subject
to the terms of the plans applicable thereto.

     7. For purposes of this letter agreement,  "cause" means (i) indictment for
a felony,  dishonesty,  breach of trust for unethical  business conduct,  or any
crime involving the business of the Company; (ii) violation of Company policy or
procedure and failure to cure the  violation  within thirty (30) days of written
notice  by  WellCare;  (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
or (F) theft; (iv) your willful failure to perform  reasonable  responsibilities
and duties,  (v) you breach this  Agreement  in any respect and fail to cure the
breach  within  thirty  (30) days of written  notice by  WellCare;  (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;  (vii)  engage  in any  act  that  is
materially  damaging or detrimental to the Company business or reputation of the
Company or (viii) the loss,  suspension  or censure of your  license to practice
medicine in any jurisdiction.

     8.  During  your   employment   in  the   discharge   of  your  duties  and
responsibilities hereunder, the CEO/President shall in his discretion, determine
at what place of business you shall perform your duties.  The reasonable cost of
your lodging for two (2) nights per week in association with your working in the
Company's  principal place of business in Kingston,  New York will be reimbursed
by the  Company.  The  Company  will  also  reimburse  you for the  train or bus
commutation and related charges associated with commuting from your residence in
Larchmont, New York to Kingston, New York one day per week.


<PAGE>


     9.  Subject to the  approval  of,  the  Company's  Compensation  Committee,
WellCare shall grant in your favor, Incentive Stock Options ("ISOs") to purchase
40,000  shares of the  Company's  stock at $1.25 per share  price of the  Common
Stock on September 8, 1998,  the date on which your  employment  commenced.  The
ISOs herein  described  shall vest and be exercisable  as follows:  (i) thirteen
thousand three hundred  (13,300) shares on the first  anniversary of the date of
employment;  (ii) thirteen  thousand three hundred (13,300) shares on the second
anniversary of the date of employment;  and (iii) thirteen thousand four hundred
(13,400)  shares on the third  anniversary of  employment.  The term of the ISOs
shall be 5 years.

     In the event of a Change in Control (as defined in Exhibit A hereto) during
your employment, 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. You may exercise your options to
the extent then exercisable during the term of your employment and for three (3)
months thereafter, but in no event after September 7, 2003. You will be required
to sign WellCare's standard Option Agreement (copy attached).

     10. You will be  eligible  for a car  allowance  and/or  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.

     11. 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,
subject to the prior written  consent of  WellCare's  Chief  Executive  Officer,
which consent shall not be unreasonably withheld, you will be entitled to attend
two CME  meetings  relevant to your  specialty  each twelve month period of your
employment  and such costs shall be paid by the  Company.  In the event that you
are required by any  governmental  agency to maintain State licenses to practice
medicine  in order to  perform  your  duties as Chief  Medical  Officer  for the
Company,  you shall be reimbursed for the cost to obtain such licenses provided,
however,  you shall have first obtained the written consent of WellCare's  Chief
Executive Officer,  which consent shall not be unreasonably  withheld.  Finally,
all  professional  society dues relevant to your  specialty  will be paid by the
Company with prior written consent of WellCare's Chief Executive Officer,  which
consent shall not be unreasonably withheld.

     12.  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 other affiliated entity of


<PAGE>


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 after termination of employment hereunder.

     13. The  Company  will pay for the actual  cost (not to exceed  $15,000) of
packing and moving your personal belongings,  i.e.,  furniture,  etc., from your
present  home in Chicago,  Illinois to  Larchmont,  New York.  The Company  will
receive 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,  the Company  shall  reimburse you for the cost, if any,
incurred  (not to  exceed  $7,500)  in the  event  that you are  unable  to take
possession of your home in Larchmont, New York on September 8, 1998.

     14. The Company  recognizes  that you have  expressed a desire to engage in
part-time  clinical work related to your  specialty.  If the performance of your
duties and  responsibilities  is deemed sufficient by WellCare's Chief Executive
Officer  to  allow  for  time to be set  aside  for  said  clinical  work and be
reasonably compensated  accordingly,  the opportunity to engage in said clinical
work will not be unreasonably withheld.

     15. The "Restricted Period" means during the term of your employment by the
Company and, if your employment is terminated by WellCare without cause,  during
the period,  if any, that WellCare shall make payments  under  paragraph 6(b) or
(c). During and after the Restricted  Period,  you agree to provide the 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.

     During  the  Restricted   Period  you  agree  not  to  engage  directly  or
indirectly,  in any  managed  healthcare,  health  insurance  or other  business
venture  or  enterprise  that  is in  competition  with  any of  the  businesses
conducted  by the  Company in those  areas  where the  company is engaged in the
delivery of its products and/or services. Additionally, you shall not recruit or
otherwise  solicit  or induce any other  employee  of the  Company to  terminate
employment  with the company during the term of  employment,  including one year
thereafter.

     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.


<PAGE>


     The  restrictions  contained  in this  paragraph 15 are  necessary  for the
protection  of  the  trade  secrets,  proprietary  information  and  contractual
relationships  of the Company,  all of which you  acknowledge has been or may be
disclosed to you while in the Company's employ,  and are considered by you 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.

     16. 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.

     17. 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 July 12, 1998.

     18. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State 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/ Robert W. Morey, Jr.
                                        ------------------------
                                            Robert W. Morey, Jr.



Agreed:   /s/ Alan B. Bernstein
          ------------------------
              Alan Bernstein, M.D.

Date:     1/17/99
          ------------------------


<PAGE>


                 EXHIBIT A TO ALAN BERSTEIN EMPLOYMENT AGREEMENT
                  WITH THE WELLCARE MANAGEMENT GROUP, INC. (THE
                                  "AGREEMENT")


     For purposes  hereof,  a "Change of Control" of the Company shall mean such
time as:

          a. Any Person or "group"  (within the  meaning of Section  13(d)(3) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other
     than the  Principal  Shareholders  or The 1818 Fund II, L.P., is or becomes
     the  beneficial  owner,  directly or indirectly,  of outstanding  shares of
     capital stock of the Company,  entitling such Person or Persons to exercise
     50% or more of the total votes  entitled to be cast at a regular or special
     meeting,  or by action by written  consent,  of shareholders of the Company
     (the term  "beneficial  owner" shall be determined in accordance  with Rule
     13d-3, promulgated by the Securities Exchange Commission under the Exchange
     Act);

          b. A  majority  of the Board  shall  consist  of  Persons  other  than
     Continuing Directors.  The term "Continuing Director" shall mean any member
     of the Board on  September  8,  1998 and any other  member of the Board who
     shall be recommended or elected to succeed or become a Continuing  Director
     by a majority of Continuing Directors who are then members of the Board;

          c.  The   shareholders   of  the   Company   shall  have   approved  a
     recapitalization,   reorganization,   merger,   consolidation   or  similar
     transaction,  in each case, with respect to which all or substantially  all
     the Persons who were the respective  beneficial  owners of the  outstanding
     shares  of  capital  stock  of  the  Company   immediately  prior  to  such
     recapitalization,  reorganization,  merger or  consolidation,  beneficially
     own, directly or indirectly,  less than 50% of the combined voting power of
     the then outstanding  shares of capital stock of the Company resulting from
     such  recapitalization,  reorganization,  merger,  consolidation or similar
     transaction;

          d. The  shareholders of the Company shall have approved of the sale or
     other  disposition of all or substantially all the assets of the Company in
     one transaction or in a series of related transactions;

          e. Immediately after any merger,  consolidation,  recapitalization  or
     similar  transaction,  the Principal  Shareholders (A) shall have increased
     the aggregate  percentage of the outstanding shares of capital stock of the
     Company  they  beneficially  own,  directly or  indirectly,  by 10% of such
     outstanding  shares of capital  stock or more (or if the  entity  surviving
     such transaction is a corporation, the Principal Shareholders' ownership in
     the new  entity  shall  have  increased  by 10% or more of their  aggregate
     percentage   of  ownership  of  the  Company   immediately   prior  to  the
     transaction) and (B) shall be the beneficial


<PAGE>


     owners  directly  or  indirectly,  of  outstanding  shares  of stock of the
     Company  (or  any  Person  surviving  such   transaction)   entitling  them
     collectively to exercise 50% or more of the total voting power of shares of
     capital stock of the Company (or the surviving Person in such  transaction)
     and,  in  anticipation  of,  in  connection  with or as a result  of,  such
     transaction,  the Company (or such surviving Person) shall have incurred or
     issued additional Indebtedness such that the total Indebtedness so incurred
     or  issued  equals  at  least  50% of the  consideration  payable  in  such
     transaction;  provided,  however,  that any such  transaction  shall not be
     considered  a  Change  of  Control  if the  holders  of  Notes  shall  have
     participated  therein  on  no  less  than  a  pari  passu  basis  (assuming
     conversion  of all such  holders'  Notes into  Conversion  Shares) with the
     Principal Shareholders;

          f. The  shareholders  of the Company approve any transaction (or if no
     such  approval is required,  upon the  occurrence of any  transaction)  the
     result of which is that the Common  Stock shall no longer be required to be
     registered  under  Section 12 of the  Exchange  Act and that the holders of
     shares of Common Stock do not receive common stock of the Person  surviving
     such  transaction that is required to be registered under Section 12 of the
     Exchange Act; or

          g.  The  Company  ceases  to be  the  beneficial  owner,  directly  or
     indirectly,  of the outstanding  shares of capital stock of WellCare of New
     York,  Inc.,  entitling  the Company to  exercise  50% or more of the total
     votes entitled to be cast at a regular or special meeting,  or by action by
     written consent of the shareholders of WellCare of New York, Inc.

     For  purposes of this  Agreement  (a)  "Conversion  Shares"  shall mean the
Common  Stock  issued  or  issuable  upon  the  conversion  of  the  Notes;  (b)
"Indebtedness"  shall mean as to any Person (i) all  obligations  of such Person
for borrowed money (including  without  limitation,  reimbursement and all other
obligations  with  respect  to surety  bonds,  letters  of credit  and  bankers'
acceptances,  whether or not matured),  (ii) all obligations evidenced by notes,
bonds,  debentures  or similar  instruments,  (iii) all  obligations  to pay the
deferred  purchase price of property or services,  except trade accounts payable
and accrued  liabilities  arising in the ordinary  course of business,  (iv) all
interest rate and currency swaps and similar agreements under which payments are
obligated  to  be  made,  whether  periodically  or  upon  the  happening  of  a
contingency,  (v) all indebtedness created or arising under any conditional sale
or other title  retention  agreement  with respect to property  acquired by such
Person  (even  though the rights and remedies of the seller or lender under such
agreement  in the event of default are limited to  repossession  or sale of such
property),  (vi) all  obligations  under leases which have been or should be, in
accordance with GAAP, recorded as capital leases, (vii) all indebtedness secured
by any lien on any property or asset owned or held by that Person  regardless of
whether the indebtedness  secured thereby shall have been assumed by that Person
or is  non-recourse  to the credit of that  Person,  and  (viii) any  contingent
obligation  of the  foregoing;  (c)  "Notes"  shall  mean the 8.0%  Subordinated
Convertible Notes due December 31, 2002 of the Company;  (d) "Person" shall mean


<PAGE>


any individual,  partnership,  corporation, business trust, joint stock company,
trust,  unincorporated  association,  joint venture, or other entity of whatever
nature; and (e) "Principal  Shareholders" shall mean Edward A. Ullman and Robert
W. Morey.