EMPLOYMENT AGREEMENT FOR THOMAS F. O'NEIL III, AMENDMENT NO. 1

EXHIBIT 10.38

EMPLOYMENT AGREEMENT FOR THOMAS F. O’NEIL III,
AMENDMENT NO. 1

               This Amendment No. 1 to the Employment Agreement for THOMAS F. O’NEIL III, (“Amendment No. 1”) is made, effective as of February 23, 2009, by and among WELLCARE HEALTH PLANS, INC., a Delaware corporation (“ WellCare ”), COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the “ Corporation ”), and THOMAS F. O’NEIL III, an individual (“ Executive ”), with respect to the following facts and circumstances:

RECITALS

           WHEREAS, Executive, WellCare and the Corporation previously entered into an Employment Agreement on April 1, 2008, (the “ Employment Agreement ”); and

           WHEREAS, Executive, WellCare and the Corporation desire to further amend the Employment Agreement regarding the payment of an expense allowance.

Agreement :

           NOW, THEREFORE, in consideration of the agreements contained herein and of such other good and valuable consideration, the sufficiency of which Executive acknowledges, Wel