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                                                                   Exhibit 10.24


                           WELLCARE HEALTH PLANS, INC.

                            INDEMNIFICATION AGREEMENT


      This INDEMNIFICATION AGREEMENT (this "Agreement") is entered into as of
____________, 200_, by and between WellCare Health Plans, Inc., a Delaware
corporation (the "Company"), and ____________________________________
("Indemnitee"). Capitalized terms used and not otherwise defined in this
Agreement have the meanings set forth in Section 10 hereof.

                                    RECITALS

      A. The Company and Indemnitee recognize the continued difficulty in
obtaining liability insurance for the directors, officers, employees, agents and
fiduciaries of the Company and its Subsidiaries, the significant increases in
the cost of such insurance and the general reductions in the coverage of such
insurance.

      B. The Company and Indemnitee further recognize the substantial increase
in corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely limited.

      C. Indemnitee does not regard the current protection available as adequate
under the present circumstances, and Indemnitee and other directors, officers,
employees, agents and fiduciaries of the Company may not be willing to continue
to serve in such capacities without additional protection.

      D. The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and/or one or
more of its Subsidiaries and, in order to induce Indemnitee to provide or to
continue to provide services to the Company and/or one or more of its
Subsidiaries, wishes to provide for the indemnification and advancing of
expenses to Indemnitee to the maximum extent permitted by law.

      E. In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.

      NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

            1. Indemnification.

                  (a) Indemnification of Expenses. The Company shall indemnify
Indemnitee to the fullest extent permitted by law if Indemnitee was or is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any Proceeding, against any
and all Expenses, including all interest, assessments and other charges
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paid or payable in connection with or in respect of such Expenses. Subject to
Section 1(b) hereof, such payment of Expenses shall be made by the Company as
soon as practicable but in any event no later than thirty (30) days after
written demand by Indemnitee therefor is presented to the Company.

                  (b) Reviewing Party. Notwithstanding anything to the contrary
in Sections 1(a) or 2(a) hereof:

                        (i) the indemnification obligations of the Company under
Section 1(a) hereof shall be subject to the condition that the Reviewing Party
shall not have determined that Indemnitee would not be permitted to be
indemnified under applicable law; and

                        (ii) the obligation of the Company to make an advance
payment of Expenses to Indemnitee pursuant to Section 2(a) hereof (an "Expense
Advance") shall be subject to the condition that, if, when and to the extent
that the Reviewing Party determines that Indemnitee would not be permitted to be
indemnified under applicable law, the Company shall be entitled to be reimbursed
by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid by Company to Indemnitee; provided, however, that if Indemnitee
has commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified
under applicable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law shall
not be binding and Indemnitee shall not be required to reimburse the Company for
any Expense Advance until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed).

      Indemnitee's obligation to reimburse the Company for any Expense Advance
shall be unsecured and no interest shall be charged thereon. If there has not
been a Change in Control, or it there has been a Change in Control which has
been approved by a majority of the directors of the Company who were directors
immediately prior to the Change in Control (the "Incumbent Directors"), the
Reviewing Party shall be selected by the Board of Directors of the Company, and
if there has been a Change in Control which has not been approved by a majority
of the Incumbent Directors, the Reviewing Party shall be the Independent Legal
Counsel. If there has been no determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the
right to commence litigation seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any aspect thereof,
including the legal or factual bases therefor, and the Company hereby consents
to service of process and to appear in any such proceeding. Any determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company and
Indemnitee.

                  (c) Contribution. If the indemnification obligations of the
Company under Section 1(a) hereof shall be held by a court of competent
jurisdiction for any reason other than that set forth in Section 8(a) hereof to
be unavailable to Indemnitee in respect of any Expense, then the Company, in
lieu of indemnifying Indemnitee thereunder, shall contribute to the amount paid
or payable by Indemnitee as a result of such Expense (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company and
Indemnitee, or (ii) if the allocation


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provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and Indemnitee
in connection with the action or inaction which resulted in such Expense, as
well as any other relevant equitable considerations. The Company and Indemnitee
agree that it would not be just and equitable if contribution pursuant to this
Section 1(c) were determined by pro rata or per capita allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding sentence.

                  (d) Mandatory Payment of Expenses. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee has been successful
on the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any Proceeding or in the defense of any
claim, issue or matter therein, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee in connection therewith.

            2. Expenses; Indemnification Procedure.

                  (a) Advancement of Expenses. Subject to the terms and
conditions of Section 1(b) hereof and to the extent not prohibited by applicable
law, the Company shall advance all Expenses incurred by Indemnitee. The advances
to be made hereunder shall be paid by the Company to Indemnitee as soon as
practicable but in any event no later than thirty (30) days after written demand
by Indemnitee therefor to the Company.

                  (b) Notice; Cooperation by Indemnitee. Indemnitee shall, as a
condition precedent to Indemnitee's right to be indemnified under this
Agreement, give the Company notice in writing as soon as practicable of any
Proceeding for which indemnification will or could be sought under this
Agreement. In addition, Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within Indemnitee's
power.

                  (c) No Presumptions; Burden of Proof

                        (i) For purposes of this Agreement, the termination of
any Proceeding by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendre or its equivalent,
shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law. In addition, neither
the failure of the Reviewing Party to have made a determination as to whether
Indemnitee has met any particular standard of conduct or had any particular
belief, nor an actual determination by the Reviewing Party that Indemnitee has
not met such standard of conduct or did not have such belief, prior to the
commencement of legal proceedings by Indemnitee to secure a judicial
determination that Indemnitee should be indemnified under applicable law, shall
be a defense to Indemnitee's claim or create a presumption that Indemnitee has
not met any particular standard of conduct or did not have any particular
belief.


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                        (ii) In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.

                  (d) Notice to Insurers. If, at the time of the receipt by the
Company of a notice of a Proceeding pursuant to Section 2(b) hereof, the Company
has liability insurance in effect which may cover such Proceeding, the Company
shall give prompt notice of the commencement of such Proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The
Company shall thereafter take all necessary or desirable action to cause such
insurers to pay, on behalf of Indemnitee, all amounts payable as a result of
such action, suit, proceeding, inquiry or investigation in accordance with the
terms of such policies.

                  (e) Selection of Counsel. In the event the Company shall be
obligated hereunder to pay the Expenses of a Proceeding, the Company shall be
entitled to assume the defense of such Proceeding with counsel approved by
Indemnitee, which approval shall not be unreasonably withheld or delayed, upon
the delivery to Indemnitee of written notice of its election so to do. After
delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee
shall have the right to employ Indemnitee's counsel in any such Proceeding at
Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has
been previously authorized by the Company, (B) Indemnitee shall have reasonably
concluded that there is a conflict of interest between the Company and
Indemnitee in the conduct of any such defense, or (C) the Company shall not
continue to retain such counsel to defend such Proceeding, then the fees and
expenses of Indemnitee's counsel shall be at the expense of the Company. The
Company shall have the right to conduct such defense as it sees fit in its sole
discretion, provided that the Company has the right to settle any claim against
Indemnitee only with the consent of Indemnitee, which shall not be unreasonably
withheld or delayed.

            3. Scope; Nonexclusivity.

                  (a) Scope. It is understood that the parties to this Agreement
intend for this Agreement to be interpreted and enforced so as to provide
indemnification and advancement of Expenses to Indemnitee to the fullest extent
now or hereafter permitted by law, subject only to the express exceptions and
limitations otherwise set forth in this Agreement. In the event of any change
after the date of this Agreement in any applicable law, statute or rule which
expands the right of the Company to indemnify a member of the Board of Directors
or an officer, employee, agent or fiduciary of the Company or any Subsidiary, as
applicable, it is the intent of the parties hereto that Indemnitee shall enjoy
by this Agreement the greater benefits afforded by such change. In the event of
any change in any applicable law, statute or rule which narrows the right of the
Company to indemnify a member of the Board of Directors or an officer, employee,
agent or fiduciary of the Company or any Subsidiary, as applicable, such change,
to the extent not otherwise required by such law, statute or rule to be applied
to this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder.


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                  (b) Nonexclusivity. The indemnification and advancement of
Expenses provided by this Agreement shall be in addition to any rights to which
Indemnitee may be entitled under the charter documents of the Company or any
Subsidiary, any agreement, any vote of stockholders or disinterested directors,
the General Corporation Law of the State of Delaware, or otherwise.

            4. No Duplication of Payments. The Company shall not be liable under
this Agreement to make any payment in connection with any Proceeding against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, charter documents of the Company or any Subsidiary
or otherwise) of the amounts otherwise indemnifiable hereunder.

            5. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of Expenses incurred in connection with any Proceeding, but not for all
of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion of such Expenses to which Indemnitee is entitled.

            6. Mutual Acknowledgement. Both the Company and Indemnitee
acknowledge that in certain instances, Federal law or applicable public policy
may prohibit the Company from indemnifying its directors, officers, employees,
agents or fiduciaries under this Agreement or otherwise. Indemnitee understands
and acknowledges that the Company may be required in the future to undertake
with the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the
Company's right under public policy to indemnify Indemnitee.

            7. Maintenance of Liability Insurance. The Company shall, from time
to time, make the good faith determination whether or not it is practicable for
the Company to obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the officers and directors of the
Company with coverage for losses from wrongful acts, or to ensure the Company's
performance of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage. In all policies of
director and officer liability insurance, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company's directors, if
Indemnitee is a director, or of the Company's officers, if Indemnitee is not a
director of the Company but is an officer. Notwithstanding the foregoing, the
Company shall have no obligation to obtain or maintain such insurance if the
Company determines in good faith that such insurance is not reasonably
available, if the premium costs for such insurance are disproportionate to the
amount of coverage proved, if the coverage provided by such insurance is limited
by exclusions so as to provide an insufficient benefit, or if Indemnitee is
covered by similar insurance maintained by a parent or Subsidiary of the Company

            8. Exceptions. Notwithstanding anything to the contrary herein other
than Section 1(d) hereof, the Company shall not be obligated pursuant to the
terms of this Agreement:


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                  (a) Unlawful Claims. To indemnify Indemnitee with respect to
any Proceeding if a final decision by a court having jurisdiction shall have
determined that such indemnification is not lawful;

                  (b) Proceedings Initiated by Indemnitee. To indemnify or
advance Expenses to Indemnitee with respect to Proceedings initiated or brought
voluntarily by Indemnitee and not by way of defense, except (i) with respect to
any Proceeding (x) brought to establish or enforce a right to indemnification or
advancement of Expenses under this Agreement, or any other agreement, or
insurance policy, or the charter documents of the Company or any Subsidiary, now
or hereafter in effect relating to any Proceeding, or (y) specifically
authorized by the Board of Directors, or (ii) as otherwise required under
Section 145 of the Delaware General Corporation Law, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advance expense payment or insurance recovery, as the case may be; provided,
however, that such indemnification or advancement of Expenses may be provided by
the Company in specific cases if the Board of Directors determines it to be
appropriate;

                  (c) Claims Under Section 16(b). To indemnify Indemnitee for
Expenses, judgments, fines or penalties sustained in any Proceeding for an
accounting of profits arising from the purchase and sale by Indemnitee of
securities of the Company in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), rules and regulations
promulgated thereunder, or any similar provisions of any federal, state or local
statute; or

                  (d) Lack of Good Faith. To indemnify Indemnitee for any
Expenses incurred by Indemnitee with respect to any Proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by Indemnitee
in such Proceeding was not made in good faith or was frivolous.

            9. Period of Limitations. No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of three (3) years from the date of accrual
of such cause of action, and any claim or cause of action of the Company shall
be extinguished and deemed released unless asserted by the timely filing of a
legal action within such three-year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.

            10. Construction of Certain Terms and Phrases. As used in this
Agreement, the following terms and phrases shall have the meanings set forth
below:

                  (a) A "Change in Control" shall be deemed to have occurred if
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, (A) who is or becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the Company's then
outstanding Voting Securities, increases


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his beneficial ownership of such securities by 5% or more over the percentage so
owned by such person, or (B) becomes the "beneficial owner" (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of the Company
representing more than 20% of the total voting power represented by the
Company's then outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.

                  (b) References to the "Company" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries, so that if
Indemnitee is or was a director, officer, employee, agent or fiduciary of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as
Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.

                  (c) "Expense" shall include any and all expenses (including
attorneys' fees and all other costs, expenses and obligations incurred in
connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate
in, a Proceeding), judgments, fines, penalties and amounts paid in settlement
(if such settlement is approved in advance by the Company, which approval shall
not be unreasonably withheld or delayed) of a Proceeding, and any federal,
state, local or foreign taxes imposed on Indemnitee as a result of the actual or
deemed receipt of any payments under this Agreement.

                  (d) "Independent Legal Counsel" shall mean an attorney or firm
of attorneys who shall not have otherwise performed services for the Company or
Indemnitee within the last three years (other than with respect to matters
concerning the rights of Indemnitee under this Agreement, or of other
indemnitees under similar indemnity agreements). Independent Legal Counsel shall
be selected as follows: (i) by a majority of the Disinterested Directors if
there has


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not been a Change in Control or if there has been a Change in Control which has
been approved by a majority of the Incumbent Directors; or (ii) by Indemnitee,
subject to the approval by a majority of the Disinterested Directors (which
shall not be unreasonably withheld), if there has been a Change in Control which
has not been approved by a majority of the Incumbent Directors. The Company
agrees to pay the reasonable fees of the Independent Legal Counsel, regardless
of which party selects the Independent Legal Counsel.

                  (e) References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
Indemnitee with respect to an employee benefit plan; and references to "serving
at the request of the Company" shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves
services by, such director, officer, employee, agent or fiduciary with respect
to an employee benefit plan, its participants or its beneficiaries.

                  (f) "Proceeding" shall mean any threatened, pending or
completed action, suit, proceeding or alternative dispute resolution mechanism,
or any hearing, inquiry or investigation that Indemnitee in good faith believes
might lead to the institution of any such action, suit, proceeding or
alternative dispute resolution mechanism, whether brought by or in the right of
the Company or any Subsidiary or otherwise, and whether civil, criminal,
administrative, investigative or other, in which Indemnitee was or is or becomes
a party to or witness or other participant in, or is threatened to be made a
party to or witness or other participant by reason of (or arising in part out
of) any event or occurrence related to the fact that Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Company or any
Subsidiary, or is or was serving at the request of the Company or any Subsidiary
as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action or inaction on the part of Indemnitee while serving in such capacity.

                  (g) "Reviewing Party" shall mean (i) the Board of Directors
acting by a majority vote of the directors who are not and were not parties to
the Proceeding in respect of which indemnification is being sought (the
"Disinterested Directors"), (ii) a committee of some or all of the Disinterested
Directors designated by a majority vote of the Disinterested Directors, or (iii)
Independent Legal Counsel.

                  (h) "Subsidiary" shall mean any corporation or other entity of
which more than 50% of the outstanding Voting Securities is owned directly or
indirectly by the Company, by the Company and one or more other Subsidiaries, or
by one or more other Subsidiaries.

                  (i) "Voting Securities" shall mean any securities of the
Company that vote generally in the election of directors.

            11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

            12. Binding Effect; Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors (including any direct or indirect
successor by purchase, merger, consolidation or


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otherwise to all or substantially all of the business and/or assets of the
Company), assigns, spouses, heirs, and personal and legal representatives. The
Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all, substantially all, or a
substantial part, of the business and/or assets of the Company, by written
agreement in form and substance reasonably satisfactory to Indemnitee, expressly
to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had
taken place. This Agreement shall continue in effect with respect to any
Proceeding regardless of whether Indemnitee continues to serve as a director,
officer, employee, agent or fiduciary of the Company, any Subsidiary or any
other enterprise at the Company's request.

            13. Attorneys' Fees. In the event that any action is instituted by
Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be paid all expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement
of such expenses with respect to such action, unless, as a part of such action,
a court of competent jurisdiction over such action determines that each of the
material assertions made by Indemnitee as a basis for such action was not made
in good faith or was frivolous. In the event of an action instituted by or in
the name of the Company under this Agreement to enforce or interpret any of the
terms of this Agreement, Indemnitee shall be entitled to be paid all expenses
incurred by Indemnitee in defense of such action (including costs and expenses
incurred with respect to Indemnitee counterclaims and cross-claims made in such
action), and shall be entitled to the advancement of such expenses with respect
to such action, unless, as a part of such action, a court having jurisdiction
over such action determines that each of Indemnitee's material defenses to such
action was not made in good faith or was frivolous.

            14. Notice. All notices and other communications required or
permitted hereunder shall be in writing, shall be effective when received, and
shall in any event be deemed to be received (a) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered by
certified or registered mail, postage prepaid, (b) upon delivery, if delivered
by hand, (c) one business day after the business day of deposit with Federal
Express or similar overnight courier, freight prepaid, or (d) one day after the
business day of delivery by facsimile transmission, if delivered by facsimile
transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to Indemnitee, at Indemnitee's address as set forth beneath
Indemnitee's signature to this Agreement and if to the Company at the address of
its principal corporate offices (attention: Secretary) or at such other address
as a party may designate by ten days' advance written notice to the other party
hereto.

            15. Headings. The headings used in this Agreement have been inserted
for convenience of reference only and do not define or limit the provisions
hereof.

            16. Severability. The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise


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unenforceable, and the remaining provisions shall remain enforceable to the
fullest extent permitted by law. Furthermore, to the fullest extent possible,
the provisions of this Agreement (including, without limitations, each portion
of this Agreement containing any provision held to be invalid, void or otherwise
unenforceable, that is not itself invalid, void or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.

            17. Choice of Law. This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Delaware residents, entered into and
to be performed entirely within the State of Delaware, without regard to the
conflict of laws principles thereof.

            18. Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

            19. Amendment and Termination. No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.

             20. Integration and Entire Agreement. This Agreement sets forth the
entire understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties hereto.

            21. No Construction as Employment Agreement. Nothing contained in
this Agreement shall be construed as giving Indemnitee any right to be retained
in the employ of the Company or any of its Subsidiaries.

                            [SIGNATURE PAGE FOLLOWS]


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

                                        WELLCARE HEALTH PLANS, INC.



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



AGREED TO AND ACCEPTED BY:


Signature:
           ------------------------------------------
Name:
              ---------------------------------------
Address:
              ---------------------------------------

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