Exhibit 10.76


                            STOCK PURCHASE AGREEMENT
                            ------------------------

     STOCK  PURCHASE  AGREEMENT  (the  "Agreement"),  dated the 19th day of May,
1999, by and between KIRAN C. PATEL  ("Purchaser"),  and THE WELLCARE MANAGEMENT
GROUP, INC., a New York corporation (the "Company").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  the Company is the owner of record and beneficial owner of all of
the  outstanding  capital  stock  of  WellCare  of New  York,  Inc.,  a New York
corporation  certified to operate a health  maintenance  organization in certain
counties in the State of New York ("WellCare- NY"); WHEREAS,  WellCare-NY is the
owner of record and beneficial owner of all of the outstanding  capital stock of
WellCare of Connecticut,  Inc., a Connecticut corporation certified to operate a
health  maintenance  organization  in the State of Connecticut  ("WellCare-CT");
WHEREAS,  the Company  desires to sell to Purchaser,  and  Purchaser  desires to
purchase  from the Company,  for the sum of Five Million  Dollars  ($5,000,000),
shares of a newly  authorized  series of  preferred  stock of the Company on the
terms and subject to the  conditions  set forth  herein (the "Series A Preferred
Stock"),  as a result of which purchase  Purchaser  shall own and shall have the
immediate right to vote fifty-five percent (55%) of the outstanding voting stock
of the  Company and such Series A  Preferred  Stock  shall be  convertible  into
fifty-five  percent (55%) of the  outstanding  shares of Common Stock,  $.01 par
value per share (the "Common  Stock") of the Company (after giving effect to any
shares issuable to any other holder of any outstanding series of preferred stock
of the Company and after the authorization of the number of additional shares of
Common Stock  necessary to permit the conversion of the Series A Preferred Stock
into Common Stock as provided herein).

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

     1.  Definitions.  The following  terms, as used herein,  have the following
meanings: "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

         "Affiliated  Group"  means any  affiliated  group within the meaning of
Code  Section 1504 or any similar  group  defined  under a similar  provision of
state, local or foreign law.

         "Basis"  means  any  past or  present  fact,  situation,  circumstance,
status, condition,  activity, plan, occurrence, event, incident, action, failure
to act, or transaction of which the Company has Knowledge that could  reasonably
be expected to form the basis for any specified consequence.

         "Closing" has the meaning set forth in Section 2(d) below.

         "Closing Date" has the meaning set forth in Section 2(d) below.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Common Stock" means the common stock of the Company, par value $.01per
share.

         "Class  A  Common  Stock"  means  the  Class  A  common  stock  of  the
Company,$.01 per share.

         "Company"  means  The  WellCare  Management  Group,  Inc.,  a New  York
business corporation.

         "Company's Disclosure Letter" has the meaning set forth in Section 3(a)
below.

         "CHMI"  means   Comprehensive   Health  Management,   Inc.,  a  Florida
corporation.

         "Consents" has the meaning set forth in Section 5(b) below.

         "Controlled  Group of  Corporations"  has the meaning set forth in Code
Section 1563.

         "Debt"  means  any  liability   except  accounts  payable  and  accrued
liabilities arising in the Ordinary Course of Business.

         "Deferred  Intercompany  Transaction"  has the  meaning  set  forth  in
Treasury  Regulation  ss.  1.1502-13.  "Distributed  Assets" has the meaning set
forth in Section 5(d) below.

         "Employee   Benefit   Plan"   means  any  (a)   nonqualified   deferred
compensation  or retirement  plan or  arrangement  which is an Employee  Pension
Benefit Plan, (b) qualified defined contribution  retirement plan or arrangement
which is an  Employee  Pension  Benefit  Plan,  (c)  qualified  defined  benefit
retirement  plan or  arrangement  which  is an  Employee  Pension  Benefit  Plan
(including any  Multi-Employer  Plan),  or (d) Employee  Welfare Benefit Plan or
material fringe benefit plan or program.

         "Employee  Pension  Benefit  Plan" has the  meaning  set forth in ERISA
Section 3(2).

         "Employee  Welfare  Benefit  Plan" has the  meaning  set forth in ERISA
Section 3(1).

         "Environmental  Laws" means any federal,  state or local  environmental
law,  ordinance,  rule  or  regulation,   including,   without  limitation,  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. Section 9601 et seq.) as amended, the Hazardous Materials  Transportation
Act (49 U.S.C. Section 1801 et seq.) as amended,  the Resource  Conservation and
Recovery Act (42 U.S.C. Section 6901 et seq.) as amended, and in the regulations
adopted and rules promulgated pursuant thereto

         "Environmental,  Health,  and  Safety  Laws"  means  the  Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980,  the Resource
Conservation and Recovery Act of 1976, the Occupational Safety and Health Act of
1970,  the Medical Waste  Tracking Act of 1988,  the U. S. Public Vessel Medical
Waste Anti-Dumping Act of 1988, the Marine Protection,  Research and Sanctuaries
Act and Human Services,  National Institute for Occupational  Safety and Health,
Infections Waste Disposal  Guidelines,  Publication No. 88-119, each as amended,
together  with all other  laws  (including  rules,  regulations,  codes,  plans,
injunctions,  judgments,  orders,  decrees,  rulings and charges  thereunder) of
federal,  state,  local  and  foreign  governments  (and all  agencies  thereof)
concerning pollution or protection of the environment, public health and safety,
or employee health and safety, including laws relating to emissions, discharges,
releases or threatened releases of medical wastes, pollutants,  contaminants, or
chemical,  industrial,  hazardous or toxic materials or wastes into ambient air,
surface water,  ground water, or lands or otherwise relating to the manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of  pollutants,  contaminants,  or chemical,  industrial,  hazardous or
toxic materials or wastes.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

         "Excess Loss Account" has the meaning set forth in Treasury  Regulation
ss. 1.1502-19.

         "Extremely  Hazardous  Substance"  has the meaning set forth in Section
302 of the  Emergency  Planning  and  Community  Right-to-Know  Act of 1986,  as
amended.

         "Fiduciary" has the meaning set forth in ERISA Section 3(21).

         "Financial Statements" has the meaning set forth in Section 4(f) below.

         "Fund" shall mean The 1818 Fund II, L.P.

         "GAAP" means United States generally accepted accounting  principles as
in effect from time to time.

         "Hazardous  Materials"  means  any  flammable  explosives,  radioactive
materials,  hazardous materials, hazardous wastes, hazardous or toxic substances
or related or similar material, asbestos or any material containing asbestos, or
petroleum  or any  other  substance  or  material  of a type  and in  quantities
regulated by Environmental Law.

         "HCFA" means the Health Care Financing Administration.

         "HSR Act" shall mean the Hart-Scott-Rodino  Antitrust  Improvements Act
of 1976, as amended, and the published rules and regulations thereunder.

         "Knowledge" means actual knowledge of a Person.

         "Liability"  means any liability or  obligation  to pay money  (whether
known or unknown,  asserted or unasserted,  absolute or  contingent,  accrued or
unaccrued,  liquidated  or  unliquidated,  and  whether  due or to become  due),
including any liability for Taxes.

         "Management  Agreements" means the Management  Agreements to be entered
into by and among WellCare-NY and WellCare-CT and CHMI and/or its successors and
assigns, in the forms attached hereto as Exhibit A.

         "Material  Adverse  Effect"  means any  event,  change or effect  that,
individually  or when  taken  together  with all other such  events,  changes or
effects,  is or could  reasonably  be expected (as far as can be foreseen at the
time) to be materially adverse to the business, assets,  liabilities,  condition
(financial  or  otherwise)  or  results of  operations  of the  Company  and its
Subsidiaries  taken as a whole,  other than effects caused by changes in general
economic conditions or conditions generally affecting the types of businesses in
which the Company and its Subsidiaries are engaged.

         "Most Recent  Balance Sheet" means the balance sheet  contained  within
the Most Recent Financial Statements.

         "Most Recent Financial Statements" has the meaning set forth in Section
3(f) below.

         "Most  Recent  Fiscal  Month End" has the  meaning set forth in Section
3(f) below.

         "Most Recent Fiscal Year End" has the meaning set forth in Section 3(f)
below.

         "Multi-Employer Plan" has the meaning set forth in ERISA Section 3(37).

         "Note" shall mean the promissory note by the Company to the Fund in the
amount of approximately Fifteen Million Dollars ($15,000,000).

         "Ordinary  Course of Business"  means the  ordinary  course of business
consistent with past custom and practice.

         "PBGC" means the Pension Benefit Guaranty Corporation.

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

         "Preferred  Stock" means the preferred  stock of the Company,  $.01 par
value per share.  "Prohibited  Transaction"  has the  meaning set forth in ERISA
Section 406 and Code Section 4975.

         "Purchase Price" has the meaning set forth in Section 2(a) below.

         "Purchaser's  Disclosure Letter" has the meaning set forth in Section 4
below.

         "Reportable Event" has the meaning set forth in ERISA Section 4043.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Security  Interest"  means any mortgage,  pledge,  lien,  encumbrance,
charge or other security interest, other than (a) mechanics', materialmen's, and
similar liens, (b) liens for Taxes not yet due and payable,  and (c) other liens
arising in the Ordinary  Course of Business and not incurred in connection  with
the borrowing of money.

         "Series A Preferred  Stock" means the series of preferred  stock of the
Company being issued for sale to Purchaser under this Agreement, which preferred
stock  shall be issued  pursuant  to the terms set forth on  Exhibit B  attached
hereto,  which shall include but not be limited to the following:  (i) automatic
conversion into shares of Common Stock equal to Fifty-Five  percent (55%) of the
outstanding  Common Stock of the Company upon the  authorization of the increase
of the capital stock of the Company to Seventy-Five Million Shares (75,000,000);
(ii) no liquidation preference; and (iii) no dividend preference.

         "Shares" means that number of shares of Series A Preferred  Stock being
sold to

         Purchaser under this Agreement.

         "Statutory  Net Worth" is defined by the New York  statutes,  rules and
regulations with respect to certified health maintenance organizations.

         "Subsidiaries"  shall  have the  meaning  set  forth in Rule 405 of the
Securities  Act  and  shall  include,  with  respect  to  the  Company,  without
limitation, WellCare Administration,  Inc., WellCare-CT,  WellCare-NY,  WellCare
Development,  Inc.,  WellCare  Medical  Management,  Inc.,  WellCare  Management
Corporation,  and WellCare  Foundation,  Inc.  (which is in the process of being
dissolved  pursuant  to  Article 10 of the New York  Not-for-Profit  Corporation
Law).

         "Tax"  means  any  federal,  state,  local  or  foreign  income,  gross
receipts,  license, payroll,  employment,  excise, severance, stamp, occupation,
premium,  windfall  profits,  environmental  (including taxes under Code Section
59A), customs duties, capital stock,  franchise,  profits,  withholding,  social
security  (or  similar),  unemployment,   disability,  real  property,  personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty or addition thereto, whether disputed or not.

         "Tax Return" means any return,  declaration,  report, claim for refund,
or information  return or statement  relating to any Tax, including any schedule
or attachment thereto and any amendment thereof.

     2.  Purchase and Sale of Shares.

         (a) Purchase and Sale.  On and subject to the terms and  conditions  of
this Agreement,  Purchaser agrees to purchase from the Company,  and the Company
agrees to sell to  Purchaser,  the  Shares.  As set forth on  Exhibit B attached
hereto  regarding  the terms of the Series A Preferred  Stock,  the Shares shall
have  immediate  voting  rights  equal  to  fifty-five   percent  (55%)  of  the
outstanding  shares of Common Stock (after giving effect to the  conditions  set
forth in Sections  6(a)(vii),  6(a)(x) and  6(a)(xi)  hereof and any  conversion
rights  pursuant  thereto) of the Company,  and the Shares shall be  convertible
into fifty-five  percent (55%) of the outstanding  shares of Common Stock at the
time of conversion thereof (subject to the Section 2(b) hereof). For purposes of
the foregoing  calculations  only,  the number of  outstanding  shares of Common
Stock shall  include the Ten Million  (10,000,000)  shares of  nonvoting  common
stock  issuable upon  conversion of the Preferred  Stock that is to be issued to
the Fund in satisfaction of the liabilities of the Company to the Fund under the
Note.  The  Purchaser  acknowledges  and  agrees  that  as of the  date  of this
Agreement  and as of the  Closing  Date  there is not and  there  shall not be a
sufficient  number of authorized  shares of Common Stock to permit  Purchaser to
convert the Shares into Common  Stock,  and that the charter of the Company must
be amended after the Closing to authorize such additional shares of Common Stock
as shall be  necessary  to permit  Purchaser  to convert  the Shares into Common
Stock.

         (b)  Anti-Dilution of Shares.  If the Company should either directly or
indirectly  distribute,  convey,  sell  or  by  any  other  means  increase  its
authorized, issued and outstanding shares, then Purchaser shall receive from the
Company  those  number of shares that would  permit  Purchaser  to maintain  his
ownership of  fifty-five  percent (55%) of the  outstanding  voting stock of the
Company.  For purposes of this Section 2(b),  the term  "directly or indirectly"
includes,  but is not limited to, stock  sales,  options,  warrants,  additional
public offerings,  employee stock ownership options or plans,  payment of shares
to creditors, bonuses of stock, or any other scheme or device to issue shares of
the  Company.  The  terms  of  this  Section  2(b)  shall  be  applicable  until
Seventy-Five  Million  (75,000,000) shares of capital stock of the Company being
authorized,  issued or outstanding.  Notwithstanding  the foregoing  sentence or
anything to the contrary set forth in this Agreement,  after having given effect
to all  of the  transactions  contemplated  by  this  Agreement  (including  the
issuance of capital  stock of the  Company to the  Purchaser  and the Fund,  the
conversion  of any such stock and of the Class A Common  Stock into Common Stock
or other  capital  stock of the Company,  as  applicable,  and the  post-Closing
authorization  of the additional  shares of Common Stock and other capital stock
necessary  therefor,  but excluding any issuance of capital stock of the Company
in connection with and in satisfaction of (i) outstanding  claims payable by the
Company  to  any of its  providers,  (ii)  any  claims  by any of the  Company's
creditors,  and (iii) any fee owed to Bear, Stearns & Co., Inc. by the Company),
if and to the extent  the  Company  issues  any  shares of  capital  stock up to
Seventy-Five  Million  (75,000,000)  shares  and any such  additional  shares of
capital stock of the Company are issued for consideration  less than or equal to
Fifty Cents ($0.50) per share (a "Below Value  Issue"),  Purchaser  shall not be
issued such  additional  shares as are  necessary to maintain  his  ownership of
fifty-five  percent  (55%) of the  outstanding  voting  stock of the Company but
instead shall be issued such  additional  shares as will result in his ownership
being  diluted by fifty  percent  (50%) of the shares issued in such Below Value
Issue.

         (c) Payment of Purchase Price. At the Closing,  Purchaser shall deliver
to the Company the sum of Five Million Dollars  ($5,000,000.00)  in certified or
other immediately available funds as payment for the Shares.

         (d) The Closing.  The closing of the transactions  contemplated by this
Agreement  (the  "Closing")  shall take place at the offices of Epstein Becker &
Green, P.C., 250 Park Avenue, New York, New York 10177,  commencing at 9:00 a.m.
local time on or before June 1, 1999,  or such other date as  Purchaser  and the
Company may mutually determine (the "Closing Date"); provided, however, that the
Closing Date shall be no later than June 1, 1999.

         (e)  Deliveries  at the Closing.  At the Closing,  (i)  Purchaser  will
deliver to the Company the various consideration,  certificates, instruments and
documents  referred to in Section 7(a) below,  and (ii) the Company will deliver
to Purchaser the various consideration, certificates, instruments, and documents
referred to in Section 7(b) below.

     3.  Representations  and Warranties of the Company.  The Company represents
and warrants to Purchaser  that the  statements  contained in this Section 3 are
correct  and  complete  as of the date of this  Agreement  with  respect  to the
Company,  except as set forth in documents  filed by the Company with the SEC on
or prior to the Closing Date hereof or the Company's  Disclosure Letter executed
and  delivered  by the  Company  at or  prior  to the  Closing  (the  "Company's
Disclosure  Letter").  The  Company's  Disclosure  Letter has been  arranged  in
paragraphs  corresponding to the lettered and numbered  paragraphs  contained in
this Section 3.

         (a) Organization,  Qualification, and Corporate Power. The Company is a
business  corporation  duly organized,  validly  existing,  and in good standing
under  the  laws  of the  State  of New  York.  Each  of  its  Subsidiaries  are
corporations  duly  organized,  validly  existing and in good  standing in their
respective states of incorporation.  The Company and each of its Subsidiaries is
duly  authorized to conduct  business and is in good standing  under the laws of
each jurisdiction where such qualification is required, except where the failure
to so qualify  would not have a Material  Adverse  Effect.  The Company owns one
hundred  percent  (100%)  of all the  outstanding  capital  stock of each of its
Subsidiaries.   There  are  no  stock  options,  voting  agreements,   warrants,
shareholder agreements or other obligations with respect to its Subsidiaries and
its Subsidiaries'  capital stock. Other than its Subsidiaries,  the Company does
not own,  directly or indirectly,  any capital stock,  equity  interest or other
ownership interest in any corporation,  partnership, association, joint venture,
limited  liability  company  or  other  entity.  The  Company  and  each  of its
Subsidiaries   have  full  corporate  power  and  authority  and  all  licenses,
approvals,  permits,  and  authorizations  necessary to carry on the business in
which each of them is engaged  and to own and use their  respective  properties.
The Company's Disclosure Letter lists each of the Company's Subsidiaries,  along
with the directors and officers of the Company and each of its Subsidiaries. The
Company has  delivered to Purchaser  correct and complete  copies of the charter
and bylaws of the Company and each of its Subsidiaries (as amended to date). The
minute  books of the Company  and each of its  Subsidiaries  (which  contain the
records  of  meetings  of the  stockholders,  the  board of  directors,  and any
committees of the board of directors of the Company and the minute books of each
of its Subsidiaries) are correct and complete.  The Company and its Subsidiaries
are not in violation of any provision of their respective charters or bylaws.

         (b)  Capitalization.  The  authorized  capital  stock  of  the  Company
consists  of  1,041,233  shares of Class A Common  Stock,  20,000,000  shares of
Common Stock,  and 1,000,000  shares of Preferred  Stock, of which, as of May 6,
1999, 926,243 shares of Class A Common Stock,  6,673,149 shares of Common Stock,
and,  subject to Section  6(a)(vii)  hereof,  no shares of  Preferred  Stock are
outstanding,  and 14,266 shares of Common Stock are held as treasury stock.  The
Series A  Preferred  Stock has not been  authorized  as of the date  hereof.  In
addition,   Paragraph  3(b)  of  Company's   Disclosure   Letter  describes  all
outstanding options,  warrants, voting trust or agreements,  and any other items
which are or maybe  applicable to any of the unissued,  issued,  or  outstanding
capital  stock of the  Company  or its  Subsidiaries.  Except  as  disclosed  in
Paragraph  3(b) of Company's  Disclosure  Letter,  there are no  outstanding  or
authorized  stock  appreciation,  phantom stock,  profit  participation,  voting
trusts,  proxies,  options,   warrants,   purchase  rights,  preemptive  rights,
subscription rights,  conversion rights,  exchange rights, or other contracts or
commitments that could require the Company or the Subsidiaries to issue, sell or
otherwise cause to become outstanding any of its capital stock.

         (c)  Noncontravention.  Neither the  execution and the delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(i) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which the Company is subject or any provision
of the  charter  or bylaws of the  Company  (except  that there is not and there
shall not be as of the Closing Date a sufficient  number of shares of authorized
Common  Stock to permit  Purchaser  to convert the Shares into Common  Stock) or
(ii) conflict with, result in a breach of, constitute a default under, result in
the  acceleration  of, create in any party the right to  accelerate,  terminate,
modify or  cancel,  or  require  any notice  under any "put"  right,  agreement,
contract,  lease, license,  instrument or other arrangement to which the Company
is a party or by which it is bound or to which any of its assets is subject  (or
result in the imposition of any Security  Interest upon any of its assets).  The
Company is not required to give any notice to, make any filing  with,  or obtain
any authorization, consent or approval of any Person in order for the parties to
consummate  the  transactions  contemplated  by this  Agreement,  except for the
Consents.  To the best of the Company's  Knowledge,  except for the Consents and
the authorization of the Series A Preferred Stock, no consent,  approval,  order
or  authorization   of,  or  registration,   declaration  or  filing  with,  any
Governmental  Entity is required by or with respect to the Company or any of its
Subsidiaries  in connection with the execution and delivery of this Agreement by
the Company or the consummation by the Company of the transactions  contemplated
hereby.

         (d) Brokers'  Fees.  The Company has no Liability or  obligation to pay
any fees or  commissions  to any  broker,  finder or agent  with  respect to the
transactions contemplated by this Agreement.

         (e) Title to Assets. The Company has good and marketable title to, or a
valid leasehold interest in, all of its properties and assets, free and clear of
all Security Interests, and has not sold, transferred, exchanged or conveyed any
of its  properties  and assets since the date of the Most Recent  Balance  Sheet
except for properties and assets disposed of in the Ordinary Course of Business.

         (f) Financial Statements.  Attached as collective Paragraph 4(f) to the
Company's  Disclosure  Letter  are the  following  financial  statements  of the
Company (collectively the "Financial  Statements"):  (i) unaudited balance sheet
and statement of income,  changes in stockholders'  equity,  and cash flow as of
and for the fiscal year ended  December 31, 1998 (the "Most  Recent  Fiscal Year
End");  and (ii)  unaudited  balance sheet and  statement of income,  changes in
stockholders' equity, and cash flow (the "Most Recent Financial  Statements") as
of March 31, 1999 (the "Most Recent Fiscal Month End"). The Financial Statements
(including the notes thereto) have been prepared in accordance with GAAP applied
on a  consistent  basis and in  accordance  with the books  and  records  of the
Company,  present fairly the financial  condition of the Company and the results
of  operations  of the Company and its  Subsidiaries  for such periods and as of
such dates, and are correct and complete.

         (g) Events  Subsequent to Most Recent  Fiscal Year End.  Since the Most
Recent Fiscal Year End and up to the date of this Agreement,  there has not been
any  Material  Adverse  Effect  regarding  the  business,  financial  condition,
operations,  results of operations,  or future prospects of the Company. Without
limiting the generality of the foregoing, since that date:

               (i)    the Company has not sold, leased,  transferred or assigned
                      any of its assets, tangible or intangible,  other than for
                      fair consideration in the Ordinary Course of Business;

               (ii)   the Company has not entered into any agreement,  contract,
                      lease  or  license  (or  series  of  related   agreements,
                      contracts,  leases,  and  licenses)  involving  more  than
                      $50,000.00  (alone or in the  aggregate)  or  outside  the
                      Ordinary Course of Business;

               (iii)  no  party   (including   the  Company)  has   accelerated,
                      terminated,  modified or canceled any agreement, contract,
                      lease  or  license  (or  series  of  related   agreements,
                      contracts,  leases,  and  licenses)  involving  more  than
                      $50,000.00  (alone  or in  the  aggregate)  to  which  the
                      Company  is a  party  or  by  which  the  Company  or  its
                      properties are bound;

               (iv)   the Company has not  created,  suffered  or  permitted  to
                      attach or be imposed any Security Interest upon any of its
                      assets, tangible or intangible;

               (v)    the  Company  has not made  any  capital  expenditure  (or
                      series of related  capital  expenditures)  involving  more
                      than $50,000.00 (alone or in the aggregate) or outside the
                      Ordinary Course of Business;

               (vi)   the Company has not made any capital  investment  in, loan
                      to,  or  acquisition  of the  securities  or assets of any
                      other  Person (or series of related  capital  investments,
                      loans and  acquisitions)  involving  more than  $50,000.00
                      (alone or in the aggregate) or outside the Ordinary Course
                      of Business;

               (vii)  the  Company  has not issued any note,  bond or other debt
                      instrument or security, or created,  incurred,  assumed or
                      guaranteed   any   indebtedness   for  borrowed  money  or
                      capitalized lease obligation;

               (viii) the Company has not  delayed or  postponed  the payment of
                      accounts  payable  and  other   Liabilities   outside  the
                      Ordinary Course of Business;

               (ix)   the  Company  has not  canceled,  compromised,  waived  or
                      released  any right or claim (or series of related  rights
                      and claims)  involving more than  $50,000.00  (alone or in
                      the aggregate) or outside the Ordinary Course of Business;

               (x)    the Company has not granted any license or  sublicense  of
                      any  rights  under  or with  respect  to any  Intellectual
                      Property;

               (xi)   unless approved in writing by Purchaser, there has been no
                      change made or  authorized in the charter or bylaws of the
                      Company;

               (xii)  except as set forth in this Agreement,  unless approved in
                      writing by Purchaser,  the Company has not issued, sold or
                      otherwise disposed of any of its capital stock, or granted
                      any  options,  warrants  or other  rights to  purchase  or
                      obtain (including upon conversion,  exchange, or exercise)
                      any of its capital stock;

               (xiii) the  Company  has not  declared,  set  aside,  or paid any
                      dividend  or made any  distribution  with  respect  to its
                      capital  stock  (whether in cash or in kind) or  redeemed,
                      purchased or otherwise acquired any of its capital stock;

               (xiv)  the Company has not experienced any damage, destruction or
                      loss   (whether  or  not  covered  by  insurance)  to  its
                      property;

               (xv)   the Company has not made any loan to, or entered  into any
                      other transaction with, any of its directors, officers and
                      employees outside the Ordinary Course of Business;

               (xvi)  the Company has not entered into any  employment  contract
                      or collective  bargaining  agreement,  written or oral, or
                      modified  the  terms  of any  existing  such  contract  or
                      agreement outside the Ordinary Course of Business;

               (xvii) with  respect  to  any  of  its  directors,  officers  and
                      employees,  the Company has not:  (1) granted any increase
                      in the base compensation;  (2) adopted,  amended, modified
                      or  terminated  any  bonus,   profit-sharing,   incentive,
                      severance or other plan,  contract or  commitment  for the
                      benefit  thereof (or taken any such action with respect to
                      any other Employee  Benefit  Plan);  or (3) made any other
                      change in employment terms;

               (xviii)the Company has not made or pledged to make any charitable
                      or other capital  contribution;  and (xix) the Company has
                      not committed to any of the foregoing.

         (h) Undisclosed Liabilities.  The Company has no Liability,  except for
(i)  Liabilities  set forth on the face of the Most Recent Balance Sheet (rather
than in any notes thereto);  (ii) Liabilities  which have arisen in the Ordinary
Course of Business after the Most Recent Fiscal Month End and (iii)  Liabilities
described in  Paragraph  3(h) of the  Company's  Disclosure  Letter  (and,  with
respect to each Liability  described in items (i)-(iii)  immediately above, none
of which  results from,  arises out of,  relates to, is in the nature of, or was
caused by any breach of  contract,  breach of  warranty,  tort,  malpractice  or
infringement,  or  violation  of law,  except for any  violation of law of which
Purchaser  has  Knowledge  based on  information  provided to  Purchaser  by the
Company).

         (i) Legal  Compliance.  The Company and its Subsidiaries  have complied
with  all  applicable  laws  (including  rules,   regulations,   codes,   plans,
injunctions,  judgments,  orders,  decrees,  rulings, and charges thereunder) of
federal,   state,  local  and  foreign  governments  and  all  agencies  thereof
(including  but not  limited  to the New York  and  Connecticut  Departments  of
Insurance  and Health,  and HCFA),  and no action,  suit,  proceeding,  hearing,
investigation,  charge,  complaint,  claim,  demand or notice  has been filed or
commenced against any of them alleging any failure so to comply.

         (j) Tax Matters.

               (i)  The  Company  has  filed  all Tax  Returns  that it has been
                    required  to file.  All such Tax  Returns  are  correct  and
                    complete  in all  material  respects.  All Taxes owed by the
                    Company  (whether or not shown on any Tax Return)  have been
                    paid or accrued in the Financial Statements.  The Company is
                    not the beneficiary of any extension of time within which to
                    file any Tax  Return.  No claim  has  ever  been  made by an
                    authority in a jurisdiction  where the Company does not file
                    Tax Returns that it is or may be subject to taxation by that
                    jurisdiction.  There are no Security  Interests with respect
                    to any of the  assets of the  Company  that  have  arisen in
                    connection with any failure (or alleged  failure) to pay any
                    Tax.

               (ii) The Company has withheld and paid all Taxes required to have
                    been  withheld and paid in  connection  with amounts paid or
                    owing to any  employee,  independent  contractor,  creditor,
                    stockholder or other third party.

               (iii)There is no dispute or claim concerning any Tax Liability of
                    the Company either (A) claimed or raised by any authority in
                    writing  or (B)  as to  which  the  Company  has  Knowledge.
                    Paragraph 3(j) of the Company's  Disclosure Letter lists all
                    federal,  state,  local and foreign income Tax Returns filed
                    with respect to the Company for taxable  periods ended on or
                    after  December 31, 1992,  indicates  those Tax Returns that
                    have been  audited,  and  indicates  those Tax Returns  that
                    currently  are  the  subject  of  audit.   The  Company  has
                    delivered  to Purchaser  correct and complete  copies of all
                    examination  reports  in  respect  of the  audit  of any Tax
                    Return and statements of  deficiencies  assessed  against or
                    agreed to by the Company since December 31, 1992.

               (iv) The  Company has not waived any  statute of  limitations  in
                    respect  of Taxes or  agreed to any  extension  of time with
                    respect to a Tax assessment or deficiency.

               (v)  The  Company  has not filed a  consent  under  Code  Section
                    341(f) concerning collapsible corporations.  The Company has
                    not made any payment,  is not obligated to make any payment,
                    or is  not a  party  to any  agreement  that  under  certain
                    circumstances  could  obligate it to make any payments  that
                    will not be deductible  under Code Section 280G. The Company
                    has  not  been  a  United  States  real   property   holding
                    corporation  within the  meaning of Code  Section  897(c)(2)
                    during  the  applicable  period  specified  in Code  Section
                    897(c)(1)(A)(ii).  The Company has  disclosed on its federal
                    income Tax Returns all  positions  taken  therein that could
                    give rise to a substantial  understatement of federal income
                    Tax within the meaning of Code Section 6662.  The Company is
                    not a party to any Tax allocation or sharing agreement.  The
                    Company  (A) has not been a member  of an  Affiliated  Group
                    filing a  consolidated  federal income Tax Return or (B) has
                    no Liability  for the Taxes of any Person (other than of the
                    Company under Treasury  Regulationss.1.1502-6 or any similar
                    provision of state,  local or foreign  law), as a transferee
                    or successor, by contract or otherwise.

               (vi) Paragraph 3(j) of the Company's Disclosure Letter sets forth
                    the following  information with respect to the Company as of
                    the  most  recent  practicable  date:  (A) the  basis of the
                    Company  in its  assets;  and  (B)  the  amount  of any  net
                    operating loss, net capital loss, unused investment or other
                    credit,   unused   foreign   tax,   or   excess   charitable
                    contribution.

               (vii)The Company has no Knowledge of any Basis for any  authority
                    to assess any additional  Taxes for any period for which Tax
                    Returns have been filed by the Company.

         (k) Real  Property.  The Company shall not own any real property at the
time of the Closing,  and has not executed  and  delivered or otherwise  entered
into any contract to purchase any real property. Paragraph 3(k) of the Company's
Disclosure  Letter  lists and  describes  briefly  all real  property  leased or
subleased to the  Company.  The Company has  delivered to Purchaser  correct and
complete copies of the mortgages,  promissory notes,  evidences of indebtedness,
leases and subleases listed in Paragraph 3(k) of the Company's Disclosure Letter
(as such have been  amended to date).  Prior to the Closing,  the Company  shall
have  satisfied all  indebtedness  due with respect to any and all real property
and/or have transferred all real property back to the respective  lenders by way
of  deed-in-lieu  or such other device and the Company  shall have obtained full
releases of debt with respect  thereto.  With respect to each lease and sublease
listed in Paragraph 3(k) of the Company's Disclosure Letter, except as otherwise
set forth in such Paragraph of the Company's Disclosure Letter:

               (i)  to the  best  of  the  Company's  Knowledge,  the  lease  or
                    sublease is legal, valid, binding,  enforceable, and in full
                    force and effect;

               (ii) to the  best  of  the  Company's  Knowledge,  the  lease  or
                    sublease  will  continue  to  be  legal,   valid,   binding,
                    enforceable, and in full force and effect on identical terms
                    following the consummation of the transactions  contemplated
                    hereby;

               (iii)the  Company,  and, to the best of Company's  Knowledge,  no
                    other  party  to the  lease  or  sublease  is in  breach  or
                    default,  and no event has  occurred  which,  with notice or
                    lapse of time,  would  constitute  a breach  or  default  or
                    permit termination, modification or acceleration thereunder;

               (iv) the  Company,  and, to the best of Company's  Knowledge,  no
                    party to the lease or sublease has  repudiated any provision
                    thereof;

               (v)  to the best of Company's  Knowledge,  there are no disputes,
                    oral agreements or forbearance  programs in effect as to the
                    lease or sublease;

               (vi) with  respect  to each  sublease,  the  representations  and
                    warranties set forth in  subsections  (i)-(v) above are true
                    and correct with respect to the underlying lease;

               (vii)the  Company  has  not  assigned,   transferred,   conveyed,
                    mortgaged,  deeded in trust,  or encumbered  any interest in
                    the leasehold or subleasehold;

               (viii)  all  facilities  leased  or  subleased   thereunder  have
                    received   all   approvals   of   governmental   authorities
                    (including  licenses,  permits  and  certificates  of  need)
                    required in connection  with the operation  thereof and have
                    been operated and maintained in accordance  with  applicable
                    laws, rules and regulations; and

               (ix) all facilities  leased or subleased  thereunder are supplied
                    with  utilities  and  other   services   necessary  for  the
                    operation of said facilities.

         (l)  Tangible  Personal  Property.  The  Company  owns  or  leases  all
machinery,  equipment and other tangible assets necessary for the conduct of its
business as presently  conducted.  The Company has received  with respect to all
such  machinery  and  equipment  all  approvals  of   governmental   authorities
(including  licenses,  permits and  certificates of need) required in connection
with the operation  thereof,  and the same have been operated and  maintained in
accordance with applicable laws, rules, and regulations

         (m) Intentionally Omitted.

         (n) Contracts.  Paragraph 3(n) of the Company's Disclosure Letter lists
the following contracts and other agreements to which the Company is a party:

               (i)  any agreement (or group of related agreements) for the lease
                    of  personal  property to or from any Person  providing  for
                    lease payments in excess of $50,000.00 per annum;

               (ii) any  agreement  (or  group of  related  agreements)  for the
                    purchase  or  sale  of  inventory,  commodities,   supplies,
                    products or other personal  property,  or for the furnishing
                    or receipt of services, the performance of which will extend
                    over a period of more than one year, result in a loss to the
                    Company,  or involve  consideration  in excess of $50,000.00
                    (alone or in the aggregate);

               (iii)any agreement  concerning a partnership  or joint venture in
                    which the Company or any of its Subsidiaries is a partner or
                    joint venturer;

               (iv) any agreement (or group of related  agreements)  under which
                    the Company has created, incurred, assumed or guaranteed any
                    indebtedness  for borrowed money,  or any capitalized  lease
                    obligation,  in  excess  of  $50,000.00  (alone  or  in  the
                    aggregate),  or  under  which  the  Company  has  imposed  a
                    Security  Interest  on  any  of  its  assets,   tangible  or
                    intangible;

               (v)  any agreement concerning confidentiality or non-competition;


               (vi) any profit  sharing,  stock option,  stock  purchase,  stock
                    appreciation,  deferred  compensation,  severance,  or other
                    plan or arrangement for the benefit of the Company's current
                    or  former  directors,  officers  and  employees;

               (vii) any collective bargaining agreement;

               (viii) any  agreement for the  employment of any  individual on a
                    full-time,  part-time,  consulting or other basis  providing
                    annual compensation in excess of $50,000.00 (alone or in the
                    aggregate) or providing severance benefits;

               (ix) any agreement under which the Company has advanced or loaned
                    any amount to any of its  directors,  officers and employees
                    outside the Ordinary Course of Business;

               (x)  any agreement the default or termination of which could have
                    Material Adverse Effect on the Company; or

               (xi) any other  agreement  (or group of related  agreements)  the
                    performance  of which  involves  consideration  in excess of
                    $50,000.00 (alone or in the aggregate).

         The Company has  delivered to Purchaser a correct and complete  copy of
each written  agreement  listed in Paragraph  3(n) of the  Company's  Disclosure
Letter (as amended to date) and a written  summary  setting  forth the terms and
conditions of each oral agreement referred to in Paragraph 3(n) of the Company's
Disclosure  Letter.  With  respect  to each such  agreement,  to the best of the
Company's Knowledge: (1) the agreement is legal, valid, binding, enforceable and
in full force and effect;  (2) the agreement  will continue to be legal,  valid,
binding,  enforceable  and in full force and effect on identical terms following
the consummation of the  transactions  contemplated  hereby;  (3) no party is in
breach or default,  and no event has occurred which with notice or lapse of time
would  constitute a breach or default,  or permit  termination,  modification or
acceleration, under the agreement; and (4) no party has repudiated any provision
of the agreement.

         (o) Notes and Accounts Receivable. All notes and accounts receivable of
the  Company  are  reflected  properly  on its  books  and  records,  are  valid
receivables   subject  to  no  setoffs  or  counterclaims   except   contractual
adjustments or discount arrangements with third-party reimbursers.

         (p) Insurance.  Paragraph 3(p) of the Company's  Disclosure Letter sets
forth the following information with respect to each insurance policy (including
policies providing  property,  casualty,  liability,  medical  malpractice,  and
workers'  compensation  coverage and bond and surety  arrangements) to which the
Company has been a party,  a named  insured,  or otherwise  the  beneficiary  of
coverage at any time within the past five (5) years:

               (i)  the name, address, and telephone number of the agent;

               (ii) the name of the insurer,  the name of the policyholder,  and
                    the name of each covered insured;

               (iii) the policy number and the period of coverage;

               (iv) the scope  (including  an indication of whether the coverage
                    was on a claims made, occurrence, or other basis) and amount
                    (including a description of how deductibles and ceilings are
                    calculated and operate) of coverage; and

               (v)  a description  of any  retroactive  premium  adjustments  or
                    other loss-sharing arrangements.

         With  respect  to  each  such  insurance  policy  which  has  not  been
terminated  or expired  prior to the date hereof,  to the best of the  Company's
Knowledge:  (A) the  policy is in full force and  effect;  and (B)  neither  the
Company  nor any other  party to the policy is in breach or  default  (including
with respect to the payment of premiums or the giving of notices),  and no event
has occurred which,  with notice or the lapse of time,  would  constitute such a
breach or default, or permit termination,  modification, or acceleration,  under
the  policy.  The  Company  has been  covered  during the past five (5) years by
insurance in scope and amount  customary and  reasonable  for the  businesses in
which it has engaged  during the  aforementioned  period.  Paragraph 3(p) of the
Company's Disclosure Letter describes any self-insurance  arrangements affecting
the Company.

         (q) Litigation.  Section 3(q) of the Company's  Disclosure  Letter sets
forth  each  instance  in  which  either  the  Company  (i)  is  subject  to any
outstanding injunction,  judgment, order, decree, ruling or charge; or (ii) is a
party,  or its threatened to be made a party, to any action,  suit,  proceeding,
hearing  or  investigation  of, in or  before  any  court or  quasi-judicial  or
administrative  agency of any federal,  state, local or foreign  jurisdiction or
before any arbitrator, except for any such threatened action with respect to the
Company's  non-compliance  with the health maintenance  organization laws, rules
and  regulations  of  the  States  of New  York  and  Connecticut  or any of the
creditors of the Company (including,  without limitation,  any party to whom the
Company may have  outstanding  claims  payable) of which Purchaser has Knowledge
based on information provided to the Purchaser by the Company.

         (r) Employment and Labor Matters.

               (i)  To  the  best  of  the  Company's  Knowledge,  there  are no
collective   bargaining   agreements   or  other  labor  union   agreements   or
understandings  to which the Company or any of its Subsidiaries is a party or by
which any of them is bound,  nor is it or any of its subsidiaries the subject of
any proceeding asserting that it or any subsidiary has committed an unfair labor
practice or seeking to compel it to bargain  with any labor  organization  as to
wages or  conditions.  Except as set forth in Paragraph  3(r) of the  Disclosure
Letter,  neither the Company nor any of its  subsidiaries  has  encountered  any
labor  union  organizing  activity,  or had any  actual or  threatened  employee
strikes,  work  stoppages,   slowdowns,   lockouts,  labor  disputes,  lawsuits,
administrative  proceedings or representation  questions and no such actions are
threatened at present.

               (ii)  The  Company  and its  Subsidiaries  have  complied  in all
material  respects with all laws relating to the employment of labor,  including
any provisions thereof relating to wages, hours,  overtime,  bonuses,  severance
pay, benefits,  COBRA, WARN, state and local equivalents to the WARN Act, Family
and Medical Leave Act, FLSA, state wage/hour laws,  Americans with  Disabilities
Act, Age  Discrimination  in  Employment  Act,  collective  bargaining,  and the
payment of social  security,  unemployment  compensation  and similar taxes, and
neither the Company nor its  Subsidiaries are liable for any arrears of wages or
any taxes or penalties for failure to comply with any of the foregoing;

               (iii)  There  are  no  charges,  suits,  actions,  administrative
proceedings or investigations, and/or claims, instituted by or against, pending,
threatened  against  and/or  affecting,  naming or involving  the Company or its
Subsidiaries,  before  any  court,  governmental  agency,  department,  board of
instrumentality,  or before any  arbitrator  concerning or in any way related to
the employees of the Company or its subsidiaries, including, without limitation,
actions  involving unfair labor practices,  wrongful  discharge and/or any other
restriction on the right of the Company or its  Subsidiaries  to terminate their
respective employees, employment discrimination, occupational safety and health,
and workers' compensation;

               (iv) There are no  post-employment  benefits,  including  but not
limited to retiree medical and retiree accidental death and disability benefits,
for current or former employees of Company or its Subsidiaries; and

               (v)  There  are  no  express  or  implied  agreements,  policies,
practices  or  procedures,  whether  written  or verbal,  pursuant  to which any
employee  or agent or  contractor  of the  Company  or its  Subsidiaries  is not
terminable at will without cost to the Company or its Subsidiaries.

         (s) Employee Benefits.

               (i)  Paragraph 3(s) of the Company's Disclosure Letter lists each
                    Employee Benefit Plan that the Company maintains or to which
                    the Company contributes:

                    (A)  Each such  Employee  Benefit  Plan  (and  each  related
                         trust,  insurance  contract,  or fund) complies in form
                         and in operation in all  respects  with the  applicable
                         requirements of ERISA,  the Code, and other  applicable
                         laws.

                    (B)  All required reports and  descriptions  (including Form
                         5500 Annual Reports, Summary Annual Reports,  PBGC-1's,
                         and  Summary  Plan  Descriptions)  have  been  filed or
                         distributed  appropriately  with  respect  to each such
                         Employee  Benefit Plan. The  requirements  of Part 6 of
                         Subtitle  B of  Title I of  ERISA  and of Code  Section
                         4980B have been met with respect to each such  Employee
                         Benefit Plan which is an Employee Welfare Benefit Plan.

                    (C)  All contributions (including all employer contributions
                         and employee salary reduction  contributions) which are
                         due have been paid to each such  Employee  Benefit Plan
                         which  is an  Employee  Pension  Benefit  Plan  and all
                         contributions  for any  period  ending on or before the
                         Closing  Date  which  are not yet due have been paid to
                         each such Employee  Pension  Benefit Plan or accrued in
                         accordance  with the past  custom and  practice  of the
                         Company. All premiums or other payments for all periods
                         ending on or  before  the  Closing  Date have been paid
                         with respect to each such  Employee  Benefit Plan which
                         is an Employee Welfare Benefit Plan.

                    (D)  Each such  Employee  Benefit  Plan which is an Employee
                         Pension  Benefit  Plan  meets  the  requirements  of  a
                         "qualified  plan"  under  Code  Section  401(a) and has
                         received,  within the last two (2) years,  a  favorable
                         determination letter from the Internal Revenue Service.

                    (E)  The market  value of assets  under  each such  Employee
                         Benefit Plan which is an Employee  Pension Benefit Plan
                         (other than any Multi-Employer  Plan) equals or exceeds
                         the   present   value  of  all  vested  and   nonvested
                         Liabilities  thereunder  determined in accordance  with
                         PBGC methods, factors, and assumptions applicable to an
                         Employee  Pension Benefit Plan  terminating on the date
                         for determination.

                    (F)  The  Company has  delivered  to  Purchaser  correct and
                         complete  copies of the plan documents and summary plan
                         descriptions,  the  most  recent  determination  letter
                         received from the Internal  Revenue  Service,  the most
                         recent Form 5500 Annual  Report,  and all related trust
                         agreements,  insurance  contracts,  and  other  funding
                         agreements  which implement each such Employee  Benefit
                         Plan.

               (ii) With respect to each Employee  Benefit Plan that the Company
                    maintains or ever has maintained or to which it contributes,
                    ever  has   contributed,   or  ever  has  been  required  to
                    contribute:

                    (A)  No such  Employee  Benefit  Plan  which is in  Employee
                         Pension  Benefit  Plan (other  than any  Multi-Employer
                         Plan) has been  completely  or partially  terminated or
                         been  the  subject  of a  Reportable  Event as to which
                         notices would be required to be filed with the PBGC. No
                         proceeding  by the PBGC to terminate  any such Employee
                         Pension  Benefit  Plan (other  than any  Multi-Employer
                         Plan) has been instituted or threatened.

                    (B)  There have been no Prohibited Transactions with respect
                         to any such Employee Benefit Plan. No Fiduciary has any
                         Liability  for  breach of  fiduciary  duty or any other
                         failure  to  act  or  comply  in  connection  with  the
                         administration  or investment of the assets of any such
                         Employee  Benefit  Plan. No action,  suit,  proceeding,
                         hearing,   or   investigation   with   respect  to  the
                         administration  or the  investment of the assets of any
                         such Employee  Benefit Plan (other than routine  claims
                         for benefits) is pending or threatened.

                    (C)  The Company has not  incurred,  and neither the Company
                         nor the  directors  and officers  (and  employees  with
                         responsibility  for employee  benefits  matters) of the
                         Company has any reason to expect that the Company  will
                         incur,  any  Liability  to the PBGC  (other  than  PBGC
                         premium  payments) or otherwise under Title IV of ERISA
                         (including any withdrawal  Liability) or under the Code
                         with respect to any such Employee Benefit Plan which is
                         an Employee Pension Benefit Plan.

               (iii)The Company does not  contribute  to, has never  contributed
                    to,  and  has  not  been   required  to  contribute  to  any
                    Multi-Employer   Plan  or  has  any   Liability   (including
                    withdrawal Liability) under any Multi-Employer Plan.

               (iv) The Company does not  maintain,  has never  maintained,  has
                    never  contributed,  and has not been required to contribute
                    to any  Employee  Welfare  Benefit Plan  providing  medical,
                    health, or life insurance or other welfare-type benefits for
                    current or future  retired or  terminated  employees,  their
                    spouses,  or their dependents (other than in accordance with
                    Code Section 4980B).

         (t)  Guaranties.  The  Company is not a guarantor  or is not  otherwise
liable for any Liability or  obligation  (including  indebtedness)  of any other
Person.

         (u) Environment, Health, and Safety.

               (i) The  Company  and its  Subsidiaries  have  complied  with all
Environmental,  Health,  and  Safety  Laws,  and no  action,  suit,  proceeding,
hearing,  investigation,  charge,  complaint,  claim, demand, or notice has been
filed or  commenced  against  any of them  alleging  any  failure  so to comply.
Without limiting the generality of the preceding sentence, the Company and their
respective  Affiliates has obtained and been in compliance with all of the terms
and  conditions of all permits,  licenses,  and other  authorizations  which are
required  under,  and has  complied  with all other  limitations,  restrictions,
conditions, standards, prohibitions,  requirements,  obligations, schedules, and
timetables which are contained in, all Environmental, Health, and Safety Laws.

               (ii)  The  Company  has no  Liability  for  damage  to any  site,
location,  or body of water  (surface  or  subsurface),  for any  illness  of or
personal injury to any employee or other individual, or for any reason under any
Environmental, Health, and Safety Law.

               (iii)  All  properties  and  equipment  used  in  the  historical
business of the Company have been free of asbestos,  PCB's,  methylene chloride,
dioxins,  dibenzofurans,  trichloroethylene,   1,2-trans-dichloroethylene,   and
Extremely Hazardous Substances.

               (iv)  The  Company  is  not  aware  of  any   asbestos-containing
materials installed on any real property owned or leased by the Company, nor has
the Company received any notice from any governmental authority, landlord or any
third party  alleging any  violation of any  Environmental  Laws and the Company
does not use or store Hazardous  Materials on its owned or leased real property,
except for  reasonable  quantities  of cleaning  and office  supplies  which are
maintained in accordance with laws.

               (v) Healthcare  Compliance.  The Company has not  perpetrated any
Medicare or Medicaid fraud or abuse nor has any  government  agency claimed that
the Company has committed any fraud or abuse within the last five (5) years. The
Company is  participating  in or otherwise  authorized to receive  reimbursement
from or is a party to Medicare,  Medicaid and other  third-party payor programs.
All necessary  certifications  and contracts  required for participation in such
programs  are in full force and effect  and have not been  amended or  otherwise
modified,  rescinded,  revoked or  assigned  and,  to the best of the  Company's
Knowledge, no condition exists or event has occurred which in itself or with the
giving of notice or the lapse of time or both  would  result in the  suspension,
revocation,  impairment, forfeiture or non-renewal of any such third party payor
program.  The Company is and, after the execution and delivery hereof and of the
Management  Agreements,  will be in full compliance with the requirements of all
such third party payor programs applicable thereto.

         (w) Rates and  Reimbursement  Policies.  The Company has no rate appeal
currently pending before any governmental  authority or any administrator of any
third party payor program.

         (x)  Authorization  of  Transaction.  The Company has all the requisite
legal  capacity  and,  except as  provided in Section  3(y),  has full power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder. Assuming the due execution and delivery hereof by the Purchaser, this
Agreement  constitutes the valid and legally binding  obligation of the Company,
enforceable  in accordance  with its terms,  subject to  applicable  bankruptcy,
moratorium,  insolvency  and other laws  affecting  the rights of creditors  and
general equity principles.

         (y) Stockholder  Approval  Requirements.  Except for the  authorization
post-  Closing of such number of  additional  shares of Common Stock as shall be
necessary to permit  Purchaser to convert the Shares into Common Stock, no other
action by the  stockholders of the Company is required to approve this Agreement
and the transactions contemplated hereby.

         (z) The  Company's SEC Filings.  No document  filed by the Company with
the SEC since December 31, 1995  contained a misstatement  of a material fact or
failed to state a material  fact  required to be stated  therein or necessary to
make the statements made therein in light of the circumstances  under which they
were made not  misleading  as of the date such filing was made.  The Company has
filed all documents  required to be filed by it with the SEC since  December 31,
1995,  except for the Company's Annual Statement on Form 10-K for the year ended
December  31,  1998 and the  Company's  Quarterly  Report  on Form  10-Q for the
quarter ended March 30, 1999 which shall be filed with reasonable  promptness by
the Company.

     4.  Representations and Warranties of Purchaser.  Purchaser  represents and
warrants to the Company  that the  statements  contained  in this  Section 4 are
correct and complete as of the date of this Agreement except as set forth in the
disclosure letter executed and delivered by Purchaser at or prior to the Closing
(the "Purchaser's  Disclosure Letter").  Purchaser's  Disclosure Letter shall be
satisfactory  to the Company and its counsel and will be arranged in  paragraphs
corresponding to the lettered and numbered paragraphs  contained in this Section
4.

         (a) Existence and Power.

               (i) CHMI is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization;

               (ii) CHMI has the  power and  authority  to own and  operate  its
property,  to lease the  property  it  operates  as lessee  and to  conduct  the
business in which it is currently, or is currently proposed to be, engaged; and

               (iii) Purchaser and CHMI are in compliance with all  requirements
of applicable law.

         (b)  Authorization;  No  Contravention.  The  execution,  delivery  and
performance  by  Purchaser  of this  Agreement  and by  CHMI  of the  Management
Agreements:

               (i) are within  Purchaser's  and CHMI power and authority and has
been duly authorized by all necessary action;

               (ii) will not violate,  conflict  with or result in any breach or
contravention  of any contractual  obligation of Purchaser or CHMI, or any order
or decree directly relating to Purchaser or CHMI.

         (c) Binding Effect. This Agreement has been duly executed and delivered
by  Purchaser,  and this  Agreement  constitutes  the legal,  valid and  binding
obligation of Purchaser enforceable against it in accordance with its terms.

         (d) Purchase for Own Account.  The Shares  (including,  for purposes of
this  Section  4(d),  the  shares of Common  Stock  into which the Shares may be
converted)  to be acquired by  Purchaser  pursuant to this  Agreement  are being
acquired by Purchaser for his own account and with no intention of  distributing
or reselling such securities or any part thereof in any  transaction  that would
be in violation of the  securities  laws of the United  States of America or any
state,  without prejudice,  however,  to the rights of Purchaser at all times to
sell  or  otherwise  dispose  of all or any  part of such  securities  under  an
effective registration statement under the Securities Act, or under an exemption
from  such  registration  available  under  the  Securities  Act,  and  subject,
nevertheless,  to the  disposition  of  Purchaser's  property being at all times
within its control.  If Purchaser  should in the future decide to dispose of any
of such securities,  Purchaser  understands and agrees that he may do so only in
compliance with the Securities Act, the Securities  Exchange Act, and applicable
state securities laws, as then in effect, and that stop-transfer instructions to
that  effect,  where  applicable,  will  be  in  effect  with  respect  to  such
securities.  If Purchaser  should  decide to dispose of any of such  securities,
Purchaser  will have the  obligation in  connection  with such  disposition,  at
Purchaser's  expense, of delivering an opinion of counsel of recognized standing
in securities  law, in connection  with such  disposition to the effect that the
proposed  disposition  of  such  securities  would  not be in  violation  of the
Securities  Act or any  applicable  state  securities  laws and,  assuming  such
opinion is required and is otherwise appropriate in form and substance under the
circumstances,  the Company will accept,  and will  recommend to any  applicable
transfer  agent or  trustee  for any of such  securities  that it  accept,  such
opinion.  Purchaser  agrees to the imprinting,  so long as required by law, of a
legend  on all of such  securities  to the  following  effect:  "THE  SECURITIES
REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT AND  APPLICABLE  STATE  SECURITIES  LAWS OR AN  APPLICABLE  EXEMPTION TO THE
REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS."

         (e)  Broker's,  Finder's  or  Similar  Fees.  There  are  no  brokerage
commissions, finder's fees, or similar fees or commissions payable in connection
with the transactions contemplated hereby based on any agreement, arrangement or
understanding with Purchaser or any action taken by Purchaser.

     5. Pre-Closing Covenants.  The parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.

         (a)  General.  Each of the parties  will use his or its best efforts to
take all action and to do all things  necessary in order to consummate  and make
effective  the   transactions   contemplated   by  this   Agreement   (including
satisfaction of the closing conditions set forth in Section 6 below).

         (b) Notices and  Consents.  The Company  will give all notices to third
parties,  and will use its best efforts to obtain all  third-party  consents and
authorizations,  that may be  required  by law or the terms of any  contract  to
which the Company may be subject. Each of the parties will (and the Company will
cause its  Subsidiaries  to) give any notices to, make any filings with, and use
its best  efforts to obtain  any  authorizations,  consents,  and  approvals  of
governments  and  governmental  agencies  required to consummate the transaction
contemplated by this Agreement,  including,  without limitation,  those required
under : (i) the New York Business  Corporation Act; (ii) the Securities Exchange
Act, including the filing of a Schedule 14D-9 by the Company and the filing of a
Schedule 13-D by Purchaser;  (iii) the Health  Maintenance  Organization Acts of
the States of New York and  Connecticut  and the published rules and regulations
thereunder;  (iv) Section 1876 of the Social  Security Act, as amended,  and the
published  rules and  regulations  thereunder;  (v) the Federal  Employee Health
Benefits  Program (5 U.S.C.  Section 8901 et seq.) as amended;  and (vi) the HSR
Act  (items  (i)-(vi)  above  being  collectively  referred  to  herein  as  the
"Consents").

         (c)  Operation of  Business.  The Company will not engage or permit any
officer, director or employee of the Company to engage in any practice, take any
action,  or enter into any transaction  outside the Ordinary Course of Business.
Without  limiting the  generality  of the  foregoing,  the Company will not: (i)
declare, set aside, or pay any dividend or make any distribution with respect to
its capital  stock or redeem,  purchase or otherwise  acquire any of its capital
stock; or (ii) otherwise engage in any practice,  take any action, or enter into
any  transaction  that would  violate any of the Company's  representations  and
warranties set forth in Section 3(g) above.

         (d) Preservation of Business;  Distribution of Assets. Unless Purchaser
agrees in writing  and except as provided in this  Agreement,  the Company  will
keep  its  properties  substantially  intact,  including  its  present  physical
facilities,  working  conditions,  and  relationships  with lessors,  licensors,
suppliers,  patients  and  employees.  The  Company  will,  or  will  cause  its
Subsidiaries,  to sell, transfer,  assign, convey, return,  terminate (or permit
termination of), permit foreclosure upon, or otherwise  distribute or dispose of
the following assets (the "Distributed Assets"), so that such Distributed Assets
are not assets or liabilities of the Company as of the Closing, except as agreed
by  Purchaser  at or prior to the  Closing  and as set  forth on  Schedule  5(d)
attached hereto:

               (i)  all real property;

               (ii) all leases with respect to real property;

               (iii) all tangible property leases; and

               (iv) automobiles, aircraft and other vehicles.

         (e) Full Access.  The Company will permit  representatives of Purchaser
to have  full  access  at all  reasonable  times,  and in a manner  so as not to
interfere with the normal business  operations of the Company,  to all premises,
properties,  personnel,  books,  records (including Tax records),  contracts and
documents  of or  pertaining  to the Company.  In that regard,  the Company will
cause the Company to permit the independent accountants for Purchaser to conduct
such audits of the financial  statements of the Company as Purchaser shall elect
or be  required  to obtain,  and shall  cause the  accounting  personnel  of the
Company to assist such  accountants in the  preparation  for and conduct of such
audit.

         (f) Notice of Developments. The Company will give prompt written notice
to Purchaser of any material  adverse  development of which it learns that would
constitute  or  otherwise  cause  a  breach  of any of the  representations  and
warranties  set forth in Section 3 above.  Purchaser  will give  prompt  written
notice to the Company of any  material  adverse  development  of which he learns
that would constitute or otherwise cause a breach of any of the  representations
and warranties set forth in Section 4 above. No disclosure by any party pursuant
to this  Section  5(f),  however,  shall be  deemed to amend or  supplement  the
Company's   Disclosure   Letter  or  the  Purchaser's   Disclosure   Letter  (as
applicable), or to prevent or cure any misrepresentation, breach of warranty, or
breach of covenant.

         (g)  Exclusivity.  Except  as  expressly  permitted  by  the  following
provisions  of this Section  5(g),  the Company shall not, and the Company shall
not  authorize or permit any officer,  director or employee of, or any financial
advisor,  attorney,  accountant or other advisor or representative  retained by,
the  Company  to,  solicit,  initiate,  encourage,  endorse,  or enter  into any
agreement with respect to, or take any other action to knowingly facilitate, any
inquiries or the making of any proposal that  constitutes,  or may reasonably be
expected   to  lead  to,  any   Acquisition   Proposal   (as   defined   below).
Notwithstanding  the foregoing,  nothing  contained in this Letter shall prevent
the Board of  Directors  of the  Company  from (i)  furnishing  information  to,
entering into  discussions or  negotiations  with, or  consummating  the sale of
assets of WellCare-NY  relating to its commercial HMO products,  (ii) furnishing
information or entering into  discussions or  negotiations  with or consummating
any Acquisition Proposal with any person or entity if and only to the extent (A)
the Board of Directors of the Company  shall have  determined in good faith that
such action is required in the exercise of its fiduciary duties,  based upon the
advice of  counsel,  or (B)  directed to so act by New York of  Connecticut  HMO
regulatory  authorities,  (iii) complying with Rules 14d-9 and 14e-2 promulgated
under the  Securities  Exchange  Act,  or (iv)  making  any  disclosures  to the
Company's  shareholders  if the Board of  Directors  of the  Company  shall have
determined,  after consultation with outside counsel,  that failure to make such
disclosures  would  be  inconsistent  with  applicable  law.  As  used  in  this
Agreement,  "Acquisition  Proposal"  shall mean any tender or exchange offer, or
proposal,  other than a proposal by  Purchaser  or its  Affiliates,  or offer to
acquire in any manner an equity  interest in the Company or its  subsidiaries or
the assets of the Company or its subsidiaries.

         (h)  Authorization  of Series A  Preferred  Stock.  The  Company  shall
authorize the Series A Preferred Stock in accordance with the terms set forth on
Exhibit B attached hereto.

         (i)  SEC  Filings.  The  Company  shall  file  with  the  SEC  and  any
appropriate state securities regulatory authority with reasonable promptness all
required  disclosures,  documents and necessary  filings.  The cost and expenses
associated with any such filings shall be the responsibility of the Company.

     6. Conditions Precedent to Obligation of the Parties to Close.

         (a) Conditions to Obligation of Purchaser.  The obligation of Purchaser
to consummate the  transactions to be performed by it in connection with Closing
is subject to  satisfaction  of the  following  conditions,  any of which may be
waived by Purchaser if it executes a writing so stating at or prior to Closing:

               (i) the  representations  and  warranties  set forth in Section 3
above  shall be true  and  correct  in all  material  respects  at and as of the
Closing Date;

               (ii) the Company  shall have  performed  and complied with all of
his covenants hereunder in all material respects through Closing;

               (iii) all Consents shall have been obtained;

               (iv)  no  action,   suit,  or  proceeding  shall  be  pending  or
threatened before any court or  quasi-judicial  or administrative  agency of any
federal,  state, local or foreign  jurisdiction or before any arbitrator wherein
an unfavorable injunction,  judgment,  order, decree, ruling or charge would (A)
prevent consummation of any of the transactions  contemplated by this Agreement,
(B) cause any of the transactions contemplated by this Agreement to be rescinded
following  consummation,  (C) affect adversely the right of Purchaser to own the
Shares and to control  the  Company,  or (D) affect  adversely  the right of the
Company to own its assets and to operate its business  (and no such  injunction,
judgment, order, decree, ruling or charge shall be in effect);

               (v) Purchaser shall have received the resignations,  effective as
of Closing,  of each  director  and officer of the Company and the  Subsidiaries
other  than those  whom  Purchaser  shall  have  specified  in writing  prior to
Closing;  (vi) WellCare-NY and WellCare-CT  shall have executed and delivered to
CHMI the Management Agreements;

               (vii) the Fund shall  have  converted  the Note into One  Million
(1,000,000)  shares of Preferred Stock (which shares of Preferred Stock shall be
convertible into Ten Million  (10,000,000)  shares of non-voting common stock of
the Company, if and when such additional shares of common stock as are necessary
to permit  such  conversion  have been  authorized  by the  shareholders  of the
Company) and the Company shall have entered into a shareholders'  agreement with
the Fund pursuant to which the Fund and its  Affiliates  shall agree not to sell
any of such shares of Preferred Stock (or any of the shares of Common Stock into
which  such  Preferred  Stock may be  converted)  for six (6)  months  after the
Closing Date;

               (viii) the Company shall have entered into settlement  agreements
with each of the  twenty  largest  gross  dollar  volume  hospitals  to whom the
Company had  outstanding  claims  payable as of April 30, 1999 (the  "Settlement
Agreements"),  which Settlement  Agreements  shall be in substantially  the form
attached as Exhibit C hereto;

               (ix) Premier Bank shall have cancelled its mortgage(s) on certain
of  the  real  property  of  the  Company  and/or  its  Subsidiaries,  taking  a
deed-in-lieu of foreclosure, and Key Bank shall have terminated or cancelled its
mortgage(s)  on certain of the real  property  of, and  certain of its  personal
property leases with, the Company and/or its Subsidiaries;

               (x) the Company shall have settled the shareholders  class action
litigation  pursuant to a Stipulation  of Settlement in  substantially  the form
attached  hereto as  Exhibit  D; (xi) all of the  holders  of the Class A Common
Stock  shall have  converted  their  shares of Class A Common  Stock into Common
Stock  on a 1:1  basis,  and no  shares  of Class A Common  Stock  shall  remain
outstanding;

               (xii) the Company  shall have  authorized  the Series A Preferred
Stock,  which stock shall  provide  for the voting and  non-dilution  rights set
forth in Section 2(a) and 2(b); (xiii) the Company shall have entered into stock
restriction agreements, with the following shareholders, the form of which shall
have been  approved in writing by Purchaser  and which shall  restrict the sale,
transfer or assignment of such shareholders' stock of the Company:  the Fund (as
set forth in Section 6(a)(vii) above),  Robert Morey, Ed Ullmann, Mark Dean, and
Charles Crew;

               (xiv)  WellCare-NY  shall  have  closed,  or  shall  close on the
Closing Date, the transaction  between WellCare-NY and Group Health Incorporated
(Sub) ("GHI")  pursuant to which  WellCare-NY  is selling to GHI certain  assets
relating to WellCare-NY's commercial health maintenance organization business in
the State of New York, as set forth in the Asset  Purchase  Agreement  dated May
18, 1999 by and between WellCare-NY and GHI;

               (xv) no  matter  shall  have  been  set  forth  in the  Company's
Disclosure  Letter  that has or will have a  Material  Adverse  Effect and about
which Purchaser shall not have had Knowledge as of the date of this Agreement;

               (xvi)  Purchaser  shall have received  from the  Company's  legal
counsel an opinion in form and substance reasonably  acceptable to Purchaser and
his counsel;  and (xvii) The Company shall have come to an agreement  with Bear,
Stearns & Co.,  Inc.  ("Bear  Stearns")  with  respect  to the  payment or other
settlement of the fee owed by the Company to Bear Stearns, which agreement shall
be acceptable to Purchaser.

         (b)  Conditions  to Obligation  of the Company.  The  obligation of the
Company to consummate the  transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions, any of which
may be waived by the  Company if it executes a writing so stating at or prior to
the Closing:

               (i) the  representations  and  warranties  set forth in Section 4
above  shall be true  and  correct  in all  material  respects  at and as of the
Closing Date;

               (ii) Purchaser  shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;

               (iii)  no  action,   suit  or  proceeding  shall  be  pending  or
threatened before any court or  quasi-judicial  or administrative  agency of any
federal,  state, local or foreign  jurisdiction or before any arbitrator wherein
an unfavorable injunction,  judgment,  order, decree, ruling or charge would (A)
prevent  consummation of any of the transactions  contemplated by this Agreement
or (B)  cause  any of the  transactions  contemplated  by this  Agreement  to be
rescinded  following  consummation  (and no such  injunction,  judgment,  order,
decree, ruling or charge shall be in effect);

               (iv)   WellCare-NY  and  WellCare-CT   shall  have  executed  and
delivered to the Company the Management Agreements; and

               (v) the Company shall have received a fairness  opinion from Bear
Stearns regarding the sale of the Shares to Purchaser.

     7. Deliveries at Closing.

         (a) Documents to be Delivered by Purchaser.  At the Closing,  Purchaser
shall  deliver the following  instruments  and documents to the Company or other
appropriate party:

               (i)  Five  Million  Dollars  ($5,000,000)  in  certified or other
                    immediately available funds;

               (ii) a Certificate of Good Standing with respect to CHMI from the
                    Secretary of State of the State of Delaware,  evidencing the
                    existence and good  standing of the Company,  dated not more
                    than five (5) days prior to the Closing Date; and

               (iii) the Management Agreements duly executed by CHMI.

         (b)  Documents  to be Delivered  by the  Company.  At the Closing,  the
Company shall deliver the following instruments and documents to Purchaser:

               (i)  stock certificate(s) representing the Shares;

               (ii) a  certificate  of existence or good  standing  from the New
                    York  Secretary of State  evidencing  the existence and good
                    standing of the  Company,  dated not more than five (5) days
                    prior to the Closing Date,  along with  certificates of good
                    standing  or  existence  from  the  Secretary  of  State  of
                    Connecticut  or any other  states in which  the  Company  is
                    transacting business, and certificates of existence and good
                    standing from the appropriate state authority in each of the
                    Company's Subsidiaries' states of formation;

               (iii) the resignations as described in Section 6(a)(v);

               (iv) documents evidencing the Consents;

               (v)  a certificate,  executed by the Secretary of the Company, to
                    the effect that  attached  thereto is a copy of the Articles
                    of  Incorporation  of  the  Company,  including  amendments,
                    certified  by the New York  Secretary  of State as of a date
                    not more than five (5) days before the  Closing,  and bylaws
                    of the  Company,  all of which are in full  force and effect
                    and have not been amended;

               (vi) the Management Agreements,  duly executed by WellCare-CT and
                    WellCare-NY;  (vii) the opinion of the Company's counsel (as
                    set forth in Section 6(a)(xvi) above);

               (viii) the corporate books and records of the Company and each of
                    its  Subsidiaries,  all  of  which  shall  be  delivered  to
                    Purchaser's counsel;

               (ix) a  certificate  (dated  the  Closing  Date  and in form  and
                    substance reasonably  satisfactory to Purchaser) signed by a
                    President or Vice- President of the Company, certifying that
                    the  conditions  specified  in  Section  6(a)(i)  have  been
                    fulfilled; and

               (x)  a  certificate  of the  Secretary of the Company  (dated the
                    Closing   Date   and  in  form  and   substance   reasonably
                    satisfactory to Purchaser)  certifying and setting forth (i)
                    the names,  signatures  and positions of the officers of the
                    Seller  authorized to execute this Agreement and (ii) a copy
                    of the resolutions  adopted by the Board of Directors of the
                    Company authorizing the execution,  delivery and performance
                    of this Agreement and the transactions contemplated hereby.

     8. Termination.

         (a)  Methods  of   Termination.   Anything   herein  to  the   contrary
notwithstanding,  this  Agreement  may be  terminated  at any time  prior to the
Closing:  (i) by mutual consent of Purchaser and the Company;  (ii) by Purchaser
if any material representation or warranty on the part of the Company shall have
been  untrue  when made or if the  Company  shall  have  failed to  perform  any
material  agreement on its part contained  herein at the time to be performed by
it; (iii) by the Company if any material  representation or warranty on the part
of Purchaser  shall have been untrue when made or Purchaser shall have failed to
perform any material  agreement on his part  contained  herein at the time to be
performed by him; or (iv) by  Purchaser or the Company by written  notice if the
Closing  has not  occurred  on or before  June 1,  1999,  unless a later date is
established by the mutual  written  consent of such parties before or after such
date or unless the failure of such consummation by June 1, 1999, shall be due to
the failure of the party seeking to terminate  this  Agreement to perform in all
material  respects each of its obligations  under this Agreement,  including the
accuracy of the representations  and warranties included herein,  required to be
performed by it on or prior to such date pursuant to the terms hereof.

         (b) Effect of  Termination.  After  termination  of this  Agreement  as
permitted by Section 8(a) above:

               (i) each party hereto will redeliver all documents,  work papers,
and other  materials  of any party  relating  to the  transactions  contemplated
hereby,  and all copies of such  materials,  whether so obtained before or after
the execution hereof, to the party furnishing the same; and

               (ii) all information received by any party hereto with respect to
any other  party or the  business of such other  party  (other than  information
which is a matter of public  knowledge or which has heretofore been published in
any publication for public  distribution or filed as public information with any
governmental  authority  or  which  is  required  to be  disclosed  by law or by
judicial  or  administrative  process)  shall  not at any  time be used  for the
advantage of, or disclosed to third parties by, such party.

         Except as provided in this  Section  8(b),  after  termination  of this
Agreement as permitted by Section 8(a), no party hereto shall have any liability
or further obligation to any other party to this Agreement as a result hereof.

     9. Survival, Indemnification and Expenses.

         (a) Survival.  All representations and warranties made in the Agreement
shall survive, and shall not be extinguished by the Closing or any investigation
made by or on behalf of any party  hereto,  for a period of eighteen (18) months
after the  Closing  Date;  provided,  however,  that any claims  made in respect
thereof by any party hereto must be in writing and must be received by the other
party within said period; and provided, further, that (i) claims with respect to
the  representations  and warranties set forth in Section 3(j) with respect to a
particular Tax may be made until the  expiration of all  applicable  statutes of
limitation  (and any extensions  thereof in effect at the Closing Date) relative
to the liability  relating to such Tax and (ii) claims based on fraud or willful
misrepresentation  may in each case be  asserted at any time within one (1) year
after Purchaser learns of such fraud or willful  misrepresentation  or breach of
such representation and warranty.

         (b) Indemnification by the Company.  Subject to the limits set forth in
this Section 9, the Company  agrees to indemnify  and hold  harmless  Purchaser,
upon its demand,  from and against  any and all  losses,  liabilities,  damages,
obligations,  costs and expenses (including, without limitation, amounts paid in
settlement  and  reasonable  costs of  investigating,  preparing  to defend  and
defending any claim,  action,  suit,  proceeding,  inquiry or  investigations in
respect thereof) incurred by Purchaser  resulting from,  relating to, or arising
out of (i) the inaccuracy of any  representation  or warranty made herein by the
Company, or (ii) breach of any covenant contained herein by the Company.

         If any action,  suit,  proceeding or claim shall be brought against the
Company or Purchaser by any third  party,  which  action,  suit,  proceeding  or
claim,  if determined  adversely to the interest of the Company or Purchaser and
which would  entitle  Purchaser  to  indemnity  pursuant to this  Section  9(b),
Purchaser  shall promptly  notify the Company of the same in writing and, if the
Company so elects,  the Company shall assume the defense thereof,  including the
employment  of  counsel  satisfactory  to  Purchaser  and  the  payment  of  all
reasonable cost and expenses in respect thereof.  Purchaser shall have the right
to employ  counsel  separate  from any  counsel  employed  by the  Company n any
action,  suit,  proceeding or claim and to control (or, if Purchaser has elected
to allow the Company to assume the defense thereof,  participate in) the defense
thereof and the fees and expense of such counsel  employed by Purchaser shall be
at the  expense  of the  Company.  The  Company  shall  not be  liable  for  any
settlement of any such action,  suit,  proceeding or claim effected  without its
written consent (which shall not be unreasonably withheld),  but if settled with
the written  consent of the Company,  or if there shall be a final  judgment for
plaintiff in any such action, subject to the limits set forth in this Section 9,
the Company agrees to indemnify and hold harmless Purchaser from and against any
loss,  liability,  obligation,  damage,  cost  or  expense  by  reason  of  such
settlement or judgment.

         (c)  Indemnification  by Purchaser.  Subject to the limits set forth in
this  Section 9,  Purchaser  hereby  agrees to indemnify  and hold  harmless the
Company  upon its demand,  from and  against  any and all  losses,  liabilities,
damages, obligations, costs and expenses (including, without limitation, amounts
paid in settlement and reasonable costs and expenses of investigating, preparing
to defend  and  defending  any  claim,  action,  suit,  proceeding,  inquiry  or
investigations in respect thereof) resulting from, relating to or arising out of
(i) the inaccuracy of any representation or warranty made herein by Purchaser or
(ii) the breach of any covenant by Purchaser contained herein.

         If any action, proceeding or claim shall be brought or asserted against
the Company by any third party, which action, proceeding or claim, if determined
adversely to the interest of the Company, would entitle it to indemnity pursuant
to this Section 9(c), the Company shall promptly notify Purchaser of the same in
writing,  and,  if  Purchaser  so elects,  Purchaser  shall  assume the  defense
thereof, including the employment of counsel satisfactory to the Company and the
payment of all reasonable costs and expenses thereof. the Company shall have the
right to employ counsel  separate from any counsel  employed by Purchaser in any
such action,  suit,  proceeding  or claim and to control (or, if the Company has
elected to allow  Purchaser to assume the defense  thereof,  participate in) the
defense  thereof  and the fees and  expenses  of such  counsel  employed  by the
Company  shall  be at its  expense.  Purchaser  shall  not  be  liable  for  any
settlement  of such  action,  suit,  proceeding  or claim  effected  without its
written consent (which shall not be unreasonably withheld),  but if settled with
its written consent,  or if there shall be a final judgment for plaintiff in any
such  action,  subject to the limits set forth in this Section  9(c),  Purchaser
agrees to  indemnify  and hold the  Company  harmless  from an against any loss,
liability,  obligation,  damage, cost or expense by reason of such settlement or
judgment.

         (d) Claims for  Indemnification.  Neither  party shall assert any claim
against the other for  indemnification  hereunder with respect to any inaccuracy
or breach of such warranties, representations or covenants entered into or given
under this  Agreement  unless and until the amount of such claim or claims  with
respect  thereto,  as determined  pursuant to this Section 9, shall exceed Fifty
Thousand Dollars ($50,000),  calculated on a cumulative basis and not a per item
basis,  and then only in respect to the excess over said Fifty Thousand  Dollars
($50,000).

         (e)  Reduction  for  Insurance,  Etc.  The gross  amount  which a party
("Indemnifying  Party")  is liable  to,  for,  or on  behalf of the other  party
("Indemnitee")  pursuant to this Section 9 (the  "Indemnifiable  Loss") shall be
reduced  (including,  without  limitation,   retroactively)  through  subsequent
repayment as described below in this Section 9(e), by an amount equal to (i) any
insurance proceeds actually recovered by or on behalf of such Indemnitee (or the
Company  to the extent  such  Indemnifiable  Loss is  suffered  by the  Company)
arising from the  Indemnifiable  Loss;  and (iii) as to Purchaser  only,  in the
event that the Indemnifiable  Loss is suffered by the Company  directly,  rather
than Purchaser,  the amount in issue multiplied by fifty-five  percent (55%), at
the time of such  Indemnifiable  Loss. If an  Indemnitee  shall have received or
shall  have had  paid on its  behalf  an  indemnity  payment  in  respect  of an
Indemnifiable  Loss  and  shall  subsequently  receive  directly  or  indirectly
insurance proceeds or tax benefits in respect of such  Indemnifiable  Loss, then
such  Indemnitee  shall  pay to  such  Indemnifying  Party  the  amount  of such
Insurance proceeds and/or tax benefits or, if less, the amount of such indemnity
payment.

     10. Miscellaneous.

         (a) Press Releases and Public  Announcements.  No party shall issue any
press release or make any public announcement  relating to the subject matter of
this Agreement  without the prior written approval of Purchaser and the Company;
provided,  however, that any party may make any public disclosure it believes in
good faith is required  by  applicable  law or any listing or trading  agreement
concerning its  publicly-traded  securities (in which case the disclosing  party
will use its best  efforts  to advise  the  other  parties  prior to making  the
disclosure).

         (b) Venue;  Legal Fees. Any dispute  arising under this Agreement shall
be  brought  in the  Federal  District  Court  Middle  District  Florida,  Tampa
Division.  The parties consent to and agree that venue for any proceeding  shall
be with said  Court.  In  addition,  the  prevailing  party shall be entitled to
receive its costs and reasonable  attorneys' fees for all phases of the dispute,
which includes,  but is not limited to, those costs and attorney fees associated
with arbitration,  mediation,  pre-suit matters,  trail of the issues, post suit
matters,  appeals of any order, deposition and discovery costs, and such similar
items.

         (c) No Third-party  Beneficiaries.  This Agreement shall not confer any
rights or remedies  upon any Person other than the parties and their  respective
successors and permitted assigns.

         (d) Entire Agreement.  This Agreement (including the documents referred
to herein) constitutes the entire agreement among the parties and supersedes any
prior  understandings,  agreements,  or representations by or among the parties,
written or oral,  to the extent they  related in any way to the  subject  matter
hereof.

         (e) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties named herein and their respective successors
and permitted  assigns.  No party may assign either this Agreement or any of his
or its rights,  interests,  or obligations  hereunder  without the prior written
approval of Purchaser and the Company; provided, however, that Purchaser may (i)
assign any or all of its rights and  interests  hereunder  to one or more of its
Affiliates  and (ii)  designate  one or more of its  Affiliates  to perform  its
obligations  hereunder (in any or all of which cases Purchaser nonetheless shall
remain responsible for the performance of all of its obligations hereunder).

         (f)  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

         (g)  Headings.  The section  headings  contained in this  Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         (h)  Notices.  All  notices,   requests,   demands,  claims  and  other
communications  hereunder shall be made in writing. Any notice, request, demand,
claim or other  communication  hereunder  shall be  deemed  duly  given  two (2)
business days after it is sent by registered or certified  mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

          If to the Company:                      Copy to:

          The WellCare Management Group, Inc.     Epstein Becker & Green, P.C.
          Park West/Hurley Avenue Extension       250 Park Avenue
          Kingston, New York 12401                New York, New York 10177
          Attn.:  President and CEO               Attn.: Seth I. Truwit, Esquire

          If to Purchaser:                        Copy to:

          Kiran C. Patel                          Sandip I. Patel, Esquire
          6800 N. Dale Mabry, Suite 268           Patel, Moore & O'Connor, P.A.
          Tampa, Florida 33614                    2240 Belleair Road, Suite 160
                                                  Clearwater, Florida 33764

               Any party may send any notice,  request,  demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service,  telecopy,  telex,  ordinary  mail,  or electronic  mail),  but no such
notice,  request,  demand,  claim or other communication shall be deemed to have
been duly  given  unless  and until it  actually  is  received  by the  intended
recipient.  Notwithstanding  the  foregoing,  in the event the  delivery  of any
notice is refused,  or returned  unopened,  having  been  addressed  to the most
recent  address  provided by the  intended  recipient in  accordance  with these
notice  provisions,  such notice  shall be deemed to have been  delivered on the
date of the  attempted  delivery.  Any party may  change  the  address  to which
notices, requests,  demands, claims and other communications hereunder are to be
delivered by giving the other parties notice in the manner herein set forth.

         (i) Governing Law. This Agreement shall be governed by and construed in
accordance  with the domestic laws of the State of Florida without giving effect
to any choice or conflict of law  provision or rule (whether of the State of New
York or any other  jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of Florida.

         (j)  Amendments  and Waivers.  No  amendment  of any  provision of this
Agreement  shall be valid  unless  the same  shall be in  writing  and signed by
Purchaser   and  the   Company.   No  waiver  by  any  party  of  any   default,
misrepresentation,   or  breach  of  warranty  or  covenant  hereunder,  whether
intentional  or not,  shall be  deemed  to  extend  to any  prior or  subsequent
default,  misrepresentation,  or breach of  warranty or  covenant  hereunder  or
affect in any way any rights  arising by virtue of any prior or subsequent  such
occurrence.

         (k)  Severability.  Any term or  provision  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

         (l)  Expenses.  Each of the parties  will bear his or its own costs and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions contemplated hereby.

         (m) Construction. Any reference to any federal, state, local or foreign
statute  or law  shall be  deemed  also to refer to all  rules  and  regulations
promulgated  thereunder,   unless  the  context  requires  otherwise.  The  word
"including"  shall mean including  without  limitation.  The parties intend that
each   representation,   warranty  and  covenant  contained  herein  shall  have
independent significance.

         (n) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified  in this  Agreement are  incorporated  herein by reference and made a
part hereof.



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<PAGE>


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


                                        PURCHASER:


                                        /s/ Kiran C. Patel
                                        ----------------------------------
                                        KIRAN C. PATEL



                                        THE COMPANY:

                                        THE WELLCARE MANAGEMENT GROUP, INC.

                                        By:  /s/ Craig S. Dupont
                                             -----------------------------
                                        Name:    Craig S. Dupont
                                             -----------------------------
                                        Title:   Acting President and
                                                 Chief Executive Officer


<PAGE>