[LETTERHEAD OF THE WELLCARE MANAGEMENT GROUP, INC.]

December 1, 1998

Mr. Craig S. Dupont
41 Chew St.
North Haven, CT 06516

Dear Mr. Dupont

     I am  writing  to  confirm  the terms of your  employment  by The  WellCare
Management Group, Inc. ("WellCare" or the "Company") as Chief Financial Officer,
effective May 1, 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 terms and conditions
contained  in this  Agreement,  including  but not limited to those set forth in
paragraph 4. In the event that you exercise  your rights under this  paragraph 1
to terminate your employment, you shall provide one hundred and 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  $150,000  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  and any change in such  salary  shall be within the sole
discretion  of the  Compensation  Committee.  You will devote your full time and
best efforts to your work for WellCare.

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

     4. In the  event  that you are  terminated  without  cause (as  defined  in
paragraph  6 below) on or before  May 15,  2000  (during  the first two years of
employment),  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
your  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 any reasons other than that  described in this  paragraph
4, 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 terms of the plans applicable thereto.


     5. 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

<PAGE>


Craig S. Dupont December 1, 1998 Page 1 i:\legal\hr\dupont.fin 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 or (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 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 any 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.

     6.  Subject to the  approval  of,  the  Company's  Compensation  Committee,
WellCare shall grant in your favor, Incentive Stock Options ("ISOs") to purchase
50,000 shares of the Company's  stock at $1.91 per share the market price of the
Common  Stock on May 13,  1998.  The ISOs  herein  described  shall  vest and be
exercisable as follows:  (i) ten thousand  (10,000) shares on May 13, 1998 (date
of grant); (ii) ten thousand (10,000) shares on May 13, 1999; (iii) ten thousand
(10,000)  shares on May 13, 2000;  (iv) ten thousand  (10,000) shares on May 13,
2001; (v) ten thousand  (10,000)  shares on May 13, 2002. The term of ISOs shall
be 5 years.

     In the event of a Change of Control  (as  defined in Exhibit A) 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 April 30, 2003. You will be required to
sign WellCare's standard Option Agreement (copy attached).

     7.  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.

     8.  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.  Effective
January 1, 1999,  in lieu of the  WellCare  Connecticut  Point of Service  Plan,
WellCare will reimburse you the cost of family health  insurance  coverage up to
the amount of family coverage under the WellCare of Connecticut Plan.


     9. All confidential  information that you 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  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 other
information  relating to the business of WellCare or of any affiliated entity of
WellCare prior to or after termination of employment hereunder.

     10.  The  Company  will pay for the  actual  cost of moving  your  personal
belongings,  i.e.  furniture,  etc.,  from  your  present  home in  West  Haven,
Connecticut  to Kingston,  New York.  The Company will receive at least two bids
for the actual cost of  relocation  and the same will be subject to the approval
by the Company, which will not unreasonably withhold consent.  Additionally, for
a period of four 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  rent paid by you to your  existing  landlord  should you be
responsible  for the payment of rent after vacating your existing  apartment and
pending the  termination of the balance of the term of the subject lease,  which
WellCare understands  terminates August or September 1998. 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.

     11. The "Restricted Period" means during the term of your employment by the
Company  and if you shall  cease to be an  employee  of the  Company  prior to a
Change in Control (as defined in Exhibit A), during the six (6) months following
the date upon which your  employment  with the  Company  terminated.  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.

     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 of 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, a
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 entiry  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, attempt to induce any employee,  supplier,  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  to the
Company, or in any way adversely affecting or otherwise maligning the reputation
of the Company.

     The restrictions contained in paragraph 11 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
vacations),  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  determined  that  any  covenant  in  this  offer  letter  is
unenforceable  because of the duration of 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 is reduced form, such provision
shall than be enforceable and shall be enforced.

     12. 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 April 26, 1998.

     13. 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.


<PAGE>


     I  would  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/ Craig S. Dupont
        -------------------
            Craig S. Dupont

Date:   December 1, 1998
        -------------------


<PAGE>


                EXHIBIT A TO CRAIG S. DUPONT 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.   AnyPerson 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 May 15, 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 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
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. Ullmann and Robert
W. Morey.