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                                                                   EXHIBIT 10.25

                                                                  EXECUTION COPY

                             WELLCARE HOLDINGS, LLC

                        MANAGEMENT SUBSCRIPTION AGREEMENT

                  THIS MANAGEMENT SUBSCRIPTION AGREEMENT (this "Agreement") is
made and entered into as of September 6, 2002 by and between WellCare Holdings,
LLC, a Delaware limited liability company (the "Company"), and Todd S. Farha
("Employee"). Capitalized terms used herein and not otherwise defined are
defined in Section 7 hereof.

                  WHEREAS, the Company and Employee desire to enter into this
Agreement (i) to provide for the issuance of Class A Common Units and Class C
Common Units to Employee pursuant to the terms contained herein and (ii) to
provide certain rights and obligations with respect to Employee's ownership of
Employee Units.

                  NOW THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                  1.       PURCHASE, SALE AND GRANT OF COMMON UNITS. Upon
execution of this Agreement, Employee will purchase, and the Company will sell
16,666.67 Class A Common Units (the "Investment Units"), in exchange for an
aggregate cash purchase price of $50,000, which represents a purchase price of
$3.00 per Class A Common Unit. As a result of the Employee's purchase of the
Class A Common Units described in the immediately preceding sentence, the
Company hereby grants to the Employee 2,010,185.18 Class C Common Units (the
"Incentive Units").

                  2.       REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGMENTS AND
AGREEMENTS.

                  (a)      Representations and Warranties by Employee. In
connection with the issuance of Employee Units to Employee pursuant to this
Agreement, Employee hereby represents and warrants to the Company that:

                           (i)      The Employee Units acquired or to be
         acquired by Employee will be acquired for Employee's own account and
         not with a view to, or intention of, distribution thereof in violation
         of the Securities Act or any applicable state securities laws, and no
         Employee Units will be disposed of in contravention of the Securities
         Act or any applicable state securities laws.

                           (ii)     Employee is a senior manager of the Company
         or one of its subsidiaries, is sophisticated in financial matters and
         is able to evaluate the risks and benefits of the investment in
         Employee Units.

                           (iii)    Employee is able to bear the economic risk
         of his investment in Employee Units for an indefinite period of time
         because the Employee Units have not been registered under the
         Securities Act and, therefore, cannot be sold unless

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         subsequently registered under the Securities Act or an exemption from
         such registration is available.

                           (iv)     Employee has had an opportunity to ask
         questions and receive answers concerning the terms and conditions of
         the offering of Employee Units and has had full access to such other
         information concerning the Company and its subsidiaries as he has
         requested. Employee acknowledges and agrees that this Agreement is a
         legal document which is a binding obligation of Employee and that
         Employee has been provided with ample opportunity to consult with
         independent legal counsel regarding the terms, conditions and nature of
         this Agreement.

                           (v)      This Agreement constitutes the legal, valid
         and binding obligation of Employee, enforceable in accordance with its
         terms, and the execution, delivery and performance of this Agreement by
         Employee does not and will not conflict with, violate or cause a breach
         of any agreement, contract or instrument to which Employee is a party
         or any judgment, order or decree to which Employee is subject.

                  (b)      Acknowledgment by Employee. Employee acknowledges and
agrees that neither the issuance of any Employee Units to Employee nor any
provision contained herein will entitle Employee to remain in the employment of
the Company or its subsidiaries or affect the right of the Company or any of its
subsidiaries to terminate Employee's employment at any time for any reason.

                  (c)      Section 83(b) Election. Employee hereby agrees that,
by no later than 30 days after the date hereof, Employee will file an Election
to include Property in Gross Income pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended (a "Section 83(b) Election") with the Internal
Revenue Service regarding the Employee Units, which Section 83(b) Election shall
be in a form reasonably satisfactory to the Company.

                  3.       VESTING OF EMPLOYEE INCENTIVE UNITS.

                  (a)      The Employee Incentive Units shall "vest" as provided
in this Section 3. As of any date the total number of Employee Incentive Units
which will be "Vested Employee Incentive Units" as of such date shall equal the
product of the total number of Employee Incentive Units multiplied by the then
Applicable Percentage (as herein defined); provided that all of the Employee
Incentive Units shall be "Vested Employee Incentive Units" upon the consummation
of a Change of Control (but only if the Termination Date has not occurred prior
to such Change of Control); provided, further, that upon the Termination Date,
all vesting of Employee Incentive Units shall immediately cease, with the effect
that from and after the Termination Date the total number of Employee Incentive
Units which will be "Vested Employee Incentive Units" shall equal the number of
Employee Incentive Units which were "Vested Employee Incentive Units" as of the
Termination Date, whether or not a Change of Control occurs thereafter.

                  (b)      For purposes of this Section 3, the "Applicable
Percentage" shall equal, as of any date, (A) 25% plus (B) "Q"%, where "Q" is
determined by multiplying the Number of

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Months (as herein defined) as of such date by 2.08333333; provided that in no
event shall the "Applicable Percentage" be greater than 100%.

                  (c)      For purposes of this Section 3, the "Number of
Months" shall equal, as of any date, the number of full calendar months during
the period beginning on the date hereof and ending on either (i) such date or
(ii) the Termination Date if the Termination Date occurred prior to such date
(in all cases rounded down to the nearest whole number); provided, however,
that, notwithstanding the foregoing, in the event the Termination Date occurs
prior to the date one year after the date hereof either by a WellCare Company
Without Cause or by the Employee for Good Reason, then the Number of Months
shall be deemed to equal twelve (12).

                  (d)      As of any date, the term "Unvested Employee Incentive
Units" means the Employee Incentive Units that are not Vested Employee Incentive
Units as of such date.

                  4.       FORFEITURE OF UNVESTED EMPLOYEE INCENTIVE UNITS UPON
THE TERMINATION DATE. If the Termination Date occurs for any reason, then,
effective as of the Termination Date and without any further action by the
Company, the Employee or any of the Employee's Affiliates or any other Person,
all then Unvested Employee Incentive Units (whether owned by Employee, any of
Employee's Affiliates or any other Person) shall immediately be forfeited to the
Company and shall cease to be issued and outstanding.

                  5.       UNVESTED EMPLOYEE INCENTIVE UNITS. Notwithstanding
anything contained herein to the contrary, if at any time the Company makes any
distribution (other than Tax Advances (as such term is defined in the LLC
Agreement)) or any other payment is made by any Person with respect to any
Unvested Employee Incentive Units which, but for the provisions of this Section
5, the holder of such Unvested Employee Incentive Units (an "Unvested Holder")
would be entitled to receive, then such distribution or payment shall be made
into an escrow account (the "Escrow Account") rather than to such Unvested
Holder. The Escrow Account shall provide (i) that the property distributed or
paid into such Escrow Account as well as all earnings thereon (the "Escrow
Property") shall be held for the benefit of such Unvested Holder and for the
benefit of the Company's other holders of Common Units as of the time of such
distribution or payment, (ii) that any such Escrow Property that is cash may be
invested in the discretion of the Company (or such other representative of the
holders of the Company's Common Units as of the time of such distribution or
payment as may be appropriate) in short-term fixed income investments, (iii)
that so long as Employee remains a full time employee of a WellCare Company,
such Unvested Holder's interest in the Escrow Property shall continue to "vest"
in the same manner as the "vesting" of such Unvested Holder's Employee Incentive
Units pursuant to the terms hereof and, subject to any applicable transfer
restrictions on the Escrow Property, upon the "vesting" of any Escrow Property,
ownership and control of such vested Escrow Property shall be transferred to
such Unvested Holder no later than ten (10) business days after the vesting of
such Escrow Property, (iv) that if the Termination Date occurs prior to the
"full vesting" of the Escrow Property, then, subject to any applicable transfer
restrictions on the Escrow Property, all "unvested" Escrow Property shall be
appropriately distributed to the other holders of the Company's Common Units as
of the time of such distribution or payment, and all of the "vested" Escrow
Property which has not previously been distributed to such Unvested Holder shall
be distributed to such Unvested Holder, (v) that any WellCare Company (or such
other representative of the holders of the Company's Common Units as of the time
of such distribution

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or payment as may be appropriate) may be the escrow agent, and (vi) such other
terms as the Board (or such other representative of the holders of the Company's
Common Units as of the time of such distribution or payment as may be
appropriate) may deem appropriate and which are, in all material respects,
consistent with the intent of this Agreement (including Section 3 and this
Section 5).

                  6.       PRE-EMPTIVE RIGHTS.

                  (a)      Right of Participation. Subject to the terms and
conditions specified in this Section 6, the Company hereby grants to Employee a
right of first offer to purchase his Pro Rata Share of New Securities which the
Company may from time to time propose to sell and issue, as follows:

                           (i)      The Company shall deliver a written notice
         (the "Participation Notice") to Employee stating (x) its bona fide
         intention to issue and sell New Securities, (y) the number and type of
         such New Securities and (z) the price and terms upon which it proposes
         to issue such New Securities.

                           (ii)     By written notification received by the
         Company within 15 days after the giving of the Participation Notice,
         Employee may elect to purchase, at the price and on the terms specified
         in the Participation Notice, up to his respective Pro Rata Share of
         such New Securities.

                           (iii)    Beginning 15 days after the date of the
         Participation Notice, the Company shall have 120 days to sell the New
         Securities not elected or eligible to be purchased by the Employee, at
         a price and upon terms no more favorable to the purchasers of such
         securities than specified in the Participation Notice. In the event
         that the Company has not sold all of the New Securities within such 120
         day period, the Company shall not thereafter issue or sell any New
         Securities without first offering such securities to Employee in
         accordance with this Section 6.

                  (b)      Termination. Notwithstanding anything to the contrary
contained herein, the provisions of this Section 6 will terminate and be of no
further force or effect upon the closing of an Initial Public Offering.

                  7.       DEFINITIONS. The following terms are defined as
follows:

                  "Affiliate" means, when used with reference to a specified
Person, any Person that directly or indirectly controls or is controlled by or
is under common control with the specified Person. As used in this definition,
"control" (including, with its correlative meanings, "controlled by" and "under
common control with") shall mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by contract
or otherwise). With respect to any Person who is an individual, "Affiliates"
shall also include, without limitation, any member of such individual's Family
Group.

                  "Board" means the Company's Board of Directors.

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                  "Change of Control" means (i) any sale of all or substantially
all of the assets of the Company and its subsidiaries on a consolidated basis in
one or more transactions (including if accomplished pursuant to the sale by the
Company of shares of common stock (including by any merger where the Company
receives primarily cash and/or freely and publicly traded securities in exchange
for such common stock) of WellCare Acquisition Company, a New York corporation
and a wholly-owned subsidiary of the Company) or (ii) any transaction (whether a
sale of Common Units, or a merger, recapitalization, consolidation or
reorganization) involving the Company which results in Soros Private Equity
Investors LP and its Affiliates collectively designating (or otherwise being
represented by) less than two (2) members of the Board.

                  "Class A Common Units" means the Company's Class A Common
Units (as such term is defined in the LLC Agreement).

                  "Class B Common Units" means the Company's Class B Common
Units (as such term is defined in the LLC Agreement).

                  "Class C Common Units" means the Company's Class C Common
Units (as such term is defined in the LLC Agreement).

                  "Common Units" means collectively the Class A Common Units,
the Class B Common Units, the Class C Common Units and any other equity
securities of the Company (or its successors) which are not limited to a fixed
sum or percentage of par value or stated value in respect of the rights of the
holders thereof to participate in dividends or other distributions or in the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of the issuer of such securities, including any common
equity securities of any successor entity of the Company issued pursuant to a
transaction of the type described in Section 12.16 of the LLC Agreement.

                  "Employee Incentive Units" means (i) the Incentive Units and
(ii) all equity securities issued with respect to the equity referred to in
clause (i) above by way of unit or stock dividend or distribution or stock or
unit split in connection with any conversion, merger, consolidation or
recapitalization or other reorganization affecting the Class C Common Units.

                  "Employee Investment Units" means (i) the Investment Units and
(ii) all equity securities issued with respect to the equity referred to in
clause (i) above by way of unit or stock dividend or distribution or stock or
unit split in connection with any conversion, merger, consolidation or
recapitalization or other reorganization affecting the Class A Common Units.

                  "Employee Units" means the Employee Incentive Units and the
Employee Investment Units.

                  "Family Group" means, with respect to any Person who is an
individual, (i) such Person's spouse, former spouse, descendants (whether
natural or adopted), parents and their descendants and any spouse of the
foregoing persons (collectively, "relatives"), (ii) the trustee, fiduciary or
personal representative of such Person and any trust solely for the benefit of
such Person and/or such Person's relatives or (iii) any limited partnership or
limited liability company the governing instruments of which provide that such
Person shall have the exclusive, nontransferable power to direct the management
and policies of such entity and of which the sole

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owners of partnership interests, membership interests or any other equity
interests are, and will remain, limited to such Person and such Person's
relatives.

                  "Farha Employment Agreement" means the Employment Agreement,
dated as of July 31, 2002, between one or more of the WellCare Companies and
Employee, as amended from time to time.

                  "Good Reason" has the meaning given to such term in the Farha
Employment Agreement.

                  "Initial Public Offering" means the initial public offering of
equity securities of the Company or any of its subsidiaries or affiliates, as
described in Section 12.16 of the LLC Agreement.

                  "LLC Agreement" means the Second Amended and Restated Limited
Liability Company Agreement of the Company, as amended from time to time.

                  "New Securities" means any Units of the Company, including
Common Units and any series of Preferred Units, whether now authorized or not,
and rights, options or warrants to purchase said Common Units or Preferred
Units, and securities of any type whatsoever that are, or may become,
convertible into or exchangeable for said Common Units or Preferred Units;
provided, however, that such term shall not include Units issued or issuable:
(i) upon conversion of Preferred Units; (ii) to employees, officers, directors
or consultants of the Company or any of its subsidiaries pursuant to any stock
or unit option, stock or unit grant, stock or unit purchase or similar plans
and/or arrangements, the primary purpose of which are not to raise additional
equity capital for the Company; (iii) in connection with equipment leasing
arrangements, bank or other institutional loans, other debt financing
arrangements, acquisitions of product lines or other arrangements or
transactions, the principal purpose of which is other than equity, convertible
debt, or equity equivalent financing; (iv) as a stock or unit split, dividend,
distribution or a recapitalization or reorganization of the Company; (v) in an
Initial Public Offering or otherwise in a transaction of the type described in
Section 12.16 of the LLC Agreement; (vi) as direct consideration for the
acquisition by the Company or any of its subsidiaries of all or substantially
all of the stock, equity or assets of any other entity or the merger of any
other entity with or into the Company or any of its subsidiaries; (vii) if the
Employee agrees in writing that such Units shall not constitute New Securities;
or (viii) upon exercise of warrants or options, or upon the conversion of
convertible securities.

                  "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, a governmental entity or any
department, agency or political subdivision thereof or any other entity or
organization.

                  "Preferred Units" means the Company's Preferred Units (as such
term is defined in the LLC Agreement).

                  The "Pro Rata Share" of Employee shall equal the proportion
that the total number of vested Common Units then held by Employee plus the
number of Common Units issuable upon conversion of any vested Preferred Units
then held by Employee bears to the sum

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of the total number of Common Units then outstanding plus the number of Common
Units issuable upon exercise or conversion of all then outstanding securities
exercisable for or convertible into, directly or indirectly, Common Units.

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time.

                  "Securityholders Agreement" means the Securityholders
Agreement, dated as of the date hereof, by and among, the Company, Soros Private
Equity Investors LP, Employee, and the other parties named therein, as amended
from time to time.

                  "Termination Date" means the date that the Employee ceases to
be a full-time employee of any of the WellCare Companies for any reason.

                  "Units" means the Company's Units (as such term is defined in
the LLC Agreement).

                  "WellCare Companies" means the Company and its subsidiaries
whether currently existing or hereafter acquired or formed.

                  "Without Cause" has the meaning given to such term in the
Farha Employment Agreement.

                  8.       NOTICES. Any notice given pursuant to this Agreement
                           shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by facsimile
or by registered or certified mail (postage prepaid, return receipt requested)
or by nationally recognized overnight courier service to the respective parties
at the following addresses (or at such other address for a party as shall be
specified in a notice given in accordance with this Section 8):

                  To the Company:

                           WellCare Holdings, LLC
                           67 East 11th Street, Suite 318
                           New York, NY 10003
                           Attention: Chief Executive Officer and Secretary
                           Tel: (212) 388-1191
                           Fax: (212) 388-1659

                  With a copy, which shall not constitute notice, to:

                           Soros Private Equity Partners
                           888 Seventh Avenue, 28th Floor
                           New York, NY 10106
                           Attention: Christian Michalik
                           Tel: (212) 262-6300
                           Fax: (212) 245-5154

                                    and

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                           Kirkland & Ellis
                           153 East 53rd Street
                           New York, NY 10022
                           Attention: W. Brian Raftery, Esq.
                           Tel: (212) 446-4819
                           Fax: (212) 446-4900

                                    and

                           Brobeck, Phleger & Harrison LLP
                           2100 Reston Parkway, Suite 203
                           Reston, VA 20191
                           Attention: Thaddeus Bereday, Esq.
                           Tel: (703) 621-3026
                           Fax: (703) 621-3001

                  To the Employee:

                           at the Employee's last address or telecopy
                           number on the records of the Company

                  9.       SEVERABILITY. Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or the effectiveness or validity of any provision
in any other jurisdiction, and this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.

                  10.      COMPLETE AGREEMENT. This Agreement embodies the
complete agreement and understanding among the parties and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.

                  11.      COUNTERPARTS. This Agreement may be executed in
separate counterparts, each of which will be deemed to be an original and all of
which taken together will constitute one and the same agreement.

                  12.      SUCCESSORS AND ASSIGNS; TRANSFERS. This Agreement is
intended to bind and inure to the benefit of and be enforceable by Employee and
the Company and their respective successors, heirs and permitted assigns. Prior
to transferring any Employee Units to any Permitted Transferee (as such term is
defined in the Securityholders Agreement), unless waived in writing by the
Board, Employee will cause such Permitted Transferee to execute and deliver to
the Company an agreement (or joinder to this Agreement) containing the rights,
restrictions and obligations set forth herein with respect to the Employee
Units.

                  13.      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
GIVING EFFECT TO ANY RULES,

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PRINCIPLES OR PROVISIONS OF CHOICE OF LAW OR CONFLICT OF LAWS (WHETHER OF THE
STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

                  14.      REMEDIES. The parties hereto acknowledge and agree
that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party hereto will have the right to
injunctive relief, in addition to all of its other rights and remedies at law or
in equity, to enforce the provisions of this Agreement.

                  15.      AMENDMENTS AND WAIVERS. Any provision of this
Agreement may be amended or waived only with the prior written consent of the
Company (with approval of the Board) and Employee.

                                    * * * * *

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                  IN WITNESS WHEREOF, the parties hereto have executed this
Management Subscription Agreement as of the date first written above.

                                            WELLCARE HOLDINGS, LLC

                                            By: /s/ Neal Moszkowski
                                                --------------------------------
                                                Name:  Neal Moszkowski
                                                Title: Chairman

                                             /s/ Todd S. Farha
                                            ------------------------------------
                                            Todd S. Farha