EMPLOYMENT AGREEMENT FOR THOMAS L. TRAN, AMENDMENT NO. 1

EXHIBIT 10.42

EMPLOYMENT AGREEMENT FOR THOMAS L. TRAN,
AMENDMENT NO. 1

               This Amendment No. 1 to the Employment Agreement for THOMAS L. TRAN (“Amendment No. 1”) is made, effective as of March 10, 2009, by and among WELLCARE HEALTH PLANS, INC., a Delaware corporation (“ WellCare ”), COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the “ Corporation ”), and THOMAS L. TRAN, 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 July 17, 2008, (the “ Employment Agreement ”); and

           WHEREAS, Executive, WellCare and the Corporation desire to amend the Employment Agreement regarding the payment of incentive awards.

Agreement :

           NOW, THEREFORE, in consideration of the agreements contained herein and of such other good and valuable consideration, the sufficiency of which Executive acknowledges, WellCare, the Corporation and Executive, intending to be legally bound, agree as follows:

               1. The first sentence of Section 2.3.2 of the Employment Agreement is hereby amended to read as follows:

In addition to the Restricted Stock and the Option, during the Term, Executive shall b