Exhibit 10.81


                          ESCROW AND SECURITY AGREEMENT
                          -----------------------------

     This ESCROW AND SECURITY  AGREEMENT (the  "Agreement")  is made and entered
into as of June 11, 1999 by The  WellCare  Management  Group,  Inc.,  a New York
corporation  having an address at Park West/Huxley  Avenue Extension,  Kingston,
New York 12402  ("WCMG"),  WellCare of New York,  Inc.,  a New York  corporation
having an address at Park West/Huxley Avenue Extension, Kingston, New York 12402
("WCNY,"  which,   together  with  WCMG,  are  known   collectively   herein  as
"WellCare"), Garfunkel, Wild & Travis, P.C., a New York professional corporation
with an  address at 111 Great Neck Road,  Great  Neck,  New York 11021  ("GWT"),
counsel to  Healthcare  Association  of New York State  ("HANYS")  and  Northern
Metropolitan Hospital Association ("NORMET"),  on behalf of the member hospitals
of HANYS and NORMET  listed on Schedule "A" annexed  hereto  (collectively,  the
"Hospitals"), The Medical Society of the State of New York, having an address at
420 Lakeville Road,  Lake Success,  New York 11040  ("MSSNY"),  on behalf of the
providers listed on Schedule "B" annexed hereto (collectively, the "Providers"),
and United States Trust Company of New York, a bank and trust company  organized
under the New York  banking law,  having an office at 114 West 47th Street,  New
York, New York 10036, as escrow agent (the "Escrow Agent") for the Hospitals and
the Providers (collectively, the "Secured Parties").

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

     WHEREAS,   the  Secured  Parties  have  each  executed  certain  Settlement
Agreements,  dated on or about May 1999,  with  WellCare,  Kiran C. Patel  ("Dr.
Patel") and MSSNY, or with WellCare, Dr. Patel, HANYS and NORMET,  substantially
in  the  form  annexed  hereto  as  Schedules  "C-1"  and  "C-2,"   respectively
(collectively, the "Settlement Agreements");

     WHEREAS,  pursuant to the  Settlement  Agreements,  WellCare  has agreed to
deposit,  or has agreed to direct the deposit of, as of the "Effective Date" (as
defined  in the  Settlement  Agreements),  a minimum of Ten  Million  and 00/100
Dollars ($10,000,000) (which, with any additional amounts added thereto pursuant
to the Settlement  Agreements,  the "Funds") in a "Provider Pool" (as defined in
the Settlement Agreements) for the benefit of the Secured Parties;

     WHEREAS, the parties hereto have agreed that the Funds shall be held by the
Escrow  Agent for the  benefit of the Secured  Parties  pursuant to the terms of
this Agreement;

     WHEREAS,  WellCare has opened an interest bearing  collateral  account (the
"Collateral Account") with United States Trust Company of New York at its office
at 114 West 47th Street,  New York, New York 10036,  Account No. 09046500 in the
name of "WellCare Provider Pool Collateral  Account" but under the sole dominion
and control of the Escrow Agent and subject to the terms of this Agreement;

     WHEREAS,  to secure  the  obligations  of  WellCare  under  the  Settlement
Agreements  WellCare  has  agreed:  (a) to  pledge to the  Escrow  Agent for its
benefit and the ratable benefit of the Secured Parties,  a security  interest in
the  Collateral  (as  defined  herein),  and (b) to  execute  and  deliver  this
Agreement in order to secure the payment and  performance  by WellCare of all of
its obligations under the Settlement Agreements; and

     WHEREAS,  unless otherwise  defined herein or in the Settlement  Agreement,
terms used in Articles 8 and 9 of the Uniform  Commercial  Code  ("UCC"),  as in
effect in the State of New York, are used herein as therein defined.

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
and in order  to  induce  the  Secured  Parties  to  enter  into the  Settlement
Agreements, WellCare hereby agrees with the Escrow Agent, for the benefit of the
Escrow Agent and for the ratable benefit of the Secured Parties, as follows:

SECTION 1. Certain  Definitions;  Appointment  of the Escrow  Agent;  Pledge and
Grant of Security Interest; Deposit of Funds; Incorporation

1.1  Certain Definitions.

     "Cash  Equivalents"  means, to the extent owned free and clear of all liens
other than liens created hereunder, Government Securities.

     "Government Book Entry Security" means Government  Securities maintained in
book-entry  form through the United States Federal Reserve Banks pursuant to (A)
the United States Treasury  Department  regulations  codified at 31 C.F.R.  Part
357, as modified by the amendments  promulgated at 61 Fed. Reg. 43, 626-43,  638
(Aug. 23, 1996), or (B) substantially  identical regulations  promulgated by any
other agency or instrumentality of the United States whose securities qualify as
"Government Securities" hereunder.

     "Government  Securities"  means direct  obligations of,  obligations  fully
guaranteed  by, or  participations  in pools  consisting  of  obligations  of or
obligations guaranteed by, the United States of America for the payment of which
guarantee  or  obligations  the full faith and  credit of the  United  States of
America is pledged and which are not callable or redeemable at the option of the
issuer thereof.

1.2  Appointment of the Escrow Agent. As of the Effective Date,  WellCare,  GWT,
as counsel to HANYS and NORMET, on behalf of the Hospitals, and MSSNY, on behalf
of the  Providers,  hereby  appoint  United  States Trust Company of New York as
Escrow Agent in accordance  with the terms and  conditions  set forth herein and
the Escrow Agent hereby accepts such appointment.

1.3  Pledge and Grant of Security Interest. WellCare hereby pledges, assigns and
sets over to the Escrow Agent for its benefit and for the ratable benefit of the
Secured  Parties,  and hereby grants to the Escrow Agent for its benefit and for
the ratable benefit of the Secured  Parties,  as security for the prompt payment
and due  performance  of all of  WellCare's  obligations  under  the  Settlement
Agreements and this Agreement, a continuing first priority security interest and
lien in and to all of  WellCare's  rights,  title and interests in, to and under
the  following  (hereinafter  collectively  referred  to as  the  "Collateral"),
whether characterized as investment property,  general intangibles or otherwise:
(a) the  Collateral  Account,  all funds held therein and all  certificates  and
instruments, if any, from time to time representing or evidencing the Collateral
Account,  and  all  Collateral  Investments  (as  hereinafter  defined)  and all
certificates and instruments,  if any, representing or evidencing the Collateral
Investments, and any and all security entitlement to the Collateral Investments,
and any and all related securities accounts in which security entitlement to the
Collateral  Investments  are  carried,  (b)  all  interest,   dividends,   cash,
instruments  and  other  property  from  time to time  received,  receivable  or
otherwise  distributed  in respect of or in exchange  for any or all of the then
existing  Collateral,  and (c)  all  proceeds  of any  and all of the  foregoing
Collateral (including, without limitation,  proceeds that constitute property of
the types  described in clauses (a) through (c) of this Section 1.3) and, to the
extent not otherwise included,  all cash in the Collateral  Account,  subject to
withdrawal  from  the  Collateral   Account  as  set  forth  in  the  Settlement
Agreements.

1.4  Deposit of Funds.

          (a) From and after the Effective  Date,  WellCare shall or shall cause
all amounts to be deposited in the  Collateral  Account as required  pursuant to
the Settlement  Agreements.  WellCare agrees that it shall cause all proceeds to
be paid pursuant to the Patel  Transaction and the GHI Transaction (as each term
is  defined  in the  Settlement  Agreements),  which  shall  be used to fund the
Provider  Pool,  to  be  deposited  by  each  of  Dr.  Patel  and  Group  Health
Incorporated  directly into the Collateral Account and no such proceeds shall be
at any time held by or possessed by WellCare,  provided,  however, that WellCare
shall be  entitled  to  withdraw  such  monies  from the  Collateral  Account in
accordance  with the  instructions  set forth in Schedule "E" annexed hereto and
the terms of the Settlement Agreements.

          (b) The parties hereto further recognize that any funds required to be
provided  into the Provider  Pool by Dr. Patel  pursuant to Section 5(c) of each
Settlement  Agreement shall be deposited in the Collateral  Account and shall be
treated in  accordance  with the terms  hereof as funds  otherwise  deposited or
caused to be deposited by WellCare.

1.5  Settlement Agreements

     The terms of the Settlement  Agreements are hereby  incorporated  herein by
reference,  as if fully set forth herein. Any terms used but not defined in this
Agreement shall have the meaning set forth in the Settlement Agreements.

SECTION 2. Security for  Obligation.  This Agreement and the grant of a security
interest in the Collateral  hereunder secures the prompt payment and performance
when due (whether at stated  maturity,  by acceleration or otherwise) of all the
obligations of WellCare under the Settlement Agreements and this Agreement.

SECTION 3. Delivery of Collateral.

          (a) All  certificates  and instruments  representing or evidencing the
Collateral,  including,  without  limitation,  amounts  invested  as provided in
Section 5 hereof,  shall be  delivered to (as set forth in Section 6 hereof) and
held by or on  behalf  of the  Escrow  Agent  pursuant  hereto  and  shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments  of  transfer  or  assignment  in blank,  all in form and  substance
sufficient  to  establish  and  maintain  in favor of the  Escrow  Agent a valid
security  interest in such  Collateral,  and shall be credited to the Collateral
Account.  In addition,  the Escrow Agent shall have the right,  at any time,  to
exchange  certificates or instruments  representing or evidencing the Collateral
for certificates or instruments of smaller or larger denominations.

          (b) As of the  Effective  Date,  the Escrow Agent and  WellCare  shall
execute  a  Notification  and  Control  Agreement  (the  "Control   Agreement"),
substantially  in form and substance as Schedule "D" annexed hereto,  confirming
the Escrow  Agent's  establishment  and separate  maintenance  of the Collateral
Account, all in accordance with this Agreement.

SECTION 4. Maintaining the Collateral Account.

          (a) Prior to the  Termination  Date (as  defined  in  Section  15.9(b)
hereof),  the Escrow Agent will maintain  separately the Collateral Account with
United  States Trust  Company of New York,  which  account shall at all times be
under the sole dominion and control of the Escrow Agent and subject to the terms
and conditions of this Agreement and the Settlement Agreements.

          (b) It  shall  be a term  and  condition  of the  Collateral  Account,
notwithstanding  any term or condition  to the  contrary in any other  agreement
relating  to the  Collateral  Account,  that no amount  (including  interest  on
Collateral  Investments)  shall be paid or released to or for the account of, or
withdrawn by or for the account of,  WellCare or any other person or entity from
the Collateral  Account other than a Secured Party in accordance  with the terms
of  this  Agreement  and  the  Settlement  Agreements,  except  as  provided  in
accordance  with the  instructions  set forth in Schedule "E" annexed hereto and
the Settlement Agreements.

          (c) The Collateral  Account shall be subject to such applicable  laws,
and such applicable regulations of the Board of Governors of the Federal Reserve
System and of any other appropriate  banking or governmental  authority,  as may
now or hereafter be in effect.

SECTION 5.  Investing  of Amounts in the  Collateral  Account.  The Escrow Agent
shall,  subject to the  provisions of Section 7 hereof,  from time to time:  (a)
invest  amounts on deposit in the Collateral  Account in such Cash  Equivalents,
each in the name of or for the account of the Escrow Agent,  as the Escrow Agent
may determine in its reasonable business judgment,  and (b) invest interest paid
on the Cash  Equivalents  referred to in clause (a) above,  and  reinvest  other
proceeds of any such Cash  Equivalents  that may mature or be sold, in each case
in such Cash  Equivalents,  each in the name of or for the account of the Escrow
Agent,  as the Escrow Agent may determine in its  reasonable  business  judgment
(the  Cash  Equivalents   referred  to  in  clauses  (a)  and  (b)  above  being
collectively referred to herein as the "Collateral  Investments").  Interest and
proceeds  that are not  invested or  reinvested  in  Collateral  Investments  as
provided above shall be deposited and held in the Collateral Account. The Escrow
Agent shall, if it has exercised its reasonable  business judgment,  in no event
be liable for any loss in the investment or  reinvestment of amounts held in the
Collateral Account.

SECTION 6. Delivery of Collateral Investments.

          (a) The  Escrow  Agent  shall  become  the  holder  of the  Collateral
Investments  (and any  applicable  security  entitlement  thereto)  through  the
following delivery procedures:  (i) in the case of Collateral  Investments which
are  certificated  securities in  registered  form,  delivery of the  applicable
certificate(s), specially endorsed to the Escrow Agent or registered in the name
of the Escrow Agent or accompanied  by duly executed  instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Escrow Agent,
to the  possession of (A) the Escrow  Agent,  (B) a securities  intermediary  or
financial  intermediary  acting on behalf of the Escrow  Agent,  or (C)  another
person, other than a securities  intermediary or financial  intermediary,  which
person  acknowledges that it holds such securities for the Escrow Agent; (ii) in
the  case  of  Collateral  Investments  which  are  uncertificated   securities,
registration of one of the following as owner of such uncertificated securities:
the Escrow Agent or a person  designated  by the Escrow  Agent,  or person other
than a  securities  intermediary  or  financial  intermediary,  that becomes the
registered  owner of such  uncertificated  securities and  acknowledges  that it
holds  the same  for the  Escrow  Agent;  and  (iii)  in the case of  Collateral
Investments  in the form of Government  Book-Entry  Securities,  the making by a
financial  intermediary  or  securities  intermediary  (other  than  a  clearing
corporation)  to whose account such Government  Book-Entry  Securities have been
credited on the books of a Federal Reserve Bank (or on the books of another such
financial  intermediary  or  securities  intermediary  (other  than  a  clearing
corporation))  of  book  entries  indicating  that  such  Government  Book-Entry
Securities have been credited to an account of the Escrow Agent, and the sending
by such financial intermediary or securities intermediary to the Escrow Agent of
confirmation of such transfer to the Escrow Agent's account.

          (b) Upon delivery of any  Collateral  Investments  to the Escrow Agent
(or the Escrow  Agent's  acquisition  of a security  entitlement  thereto),  the
Escrow Agent shall make appropriate book entries indicating that such Collateral
Investment and/or such security  entitlement has been credited to and is held in
the Collateral  Account.  Subject to the terms and conditions of this Agreement,
all Collateral  Investments  held by the Escrow Agent pursuant to this Agreement
shall be held in the Collateral Account under the exclusive dominion and control
of the Escrow  Agent and for the  benefit of the  Escrow  Agent and the  ratable
benefit of the  Secured  Parties  and  segregated  from all other funds or other
property otherwise held by the Escrow Agent.

SECTION 7. Disbursements.

          (a) The Escrow Agent shall hold the assets in the  Collateral  Account
and  release  the  same,  or a  portion  thereof,  only in  accordance  with the
irrevocable  instructions annexed hereto as Schedule "E", and in accordance with
the terms of the Settlement Agreements.

          (b) The Escrow Agent and the parties  hereto  recognize and agree that
all deposits into and disbursements from the Collateral Account shall be subject
to audit or review by the New York State  Insurance  Department  ("SID") and any
other regulatory  agency or their respective  agents or  representatives  having
jurisdiction over WellCare. Without limiting the foregoing, the Escrow Agent and
each party hereto  further  recognize and agree that SID, HANYS and/or NORMET or
their  respective  agents or  representatives  shall  have the right to audit or
review the  Collateral  Account and any  disbursements  or  deposits  thereto or
therefrom  and shall have the right to  distribute  the results of each audit or
review to all remaining parties hereunder,  including, without limitation, MSSNY
and the  Secured  Parties,  as set  forth  in  Section  5(a)  of the  Settlement
Agreements.  The Escrow Agent and the remaining  parties hereto shall  cooperate
with each other to the extent  reasonably  necessary  to carry out the intent of
this Section 7(b). The terms of this Section 7(b) shall survive the  termination
of this Agreement.

SECTION 8.  Representations  and Warranties.  WCMG and WCNY hereby,  jointly and
severally, represent and warrant that:

          (a)  The  execution  and  delivery  by  WCMG  and  WCNY  of,  and  the
performance by WCMG and WCNY of their obligations  under, this Agreement and the
Control  Agreement  will not  contravene  any provision of applicable law or the
certificates  of  incorporation  or  bylaws of WCMG and  WCNY,  or any  material
agreement  or other  material  instrument  binding  upon WCMG and WCNY or any of
their  respective  subsidiaries  or  any  judgment,   order  or  decree  of  any
governmental body, agency or court having jurisdiction over WCMG and WCNY or any
of their respective subsidiaries.

          (b) Except as provided in the Settlement Agreements, no consent of any
other person and no approval, authorization, order of, or filing, declaration or
qualification  with, any  governmental  body or agency is required:  (i) for the
execution,  delivery or performance by WCMG and WCNY of their  obligations under
either this Agreement or the Control  Agreement,  (ii) for the grant by WCMG and
WCNY of the security  interest  created hereby,  or (iii) for the pledge by WCMG
and WCNY of the  Collateral  pursuant  to either this  Agreement  or the Control
Agreement,  except for any such consents,  approvals,  authorizations  or offers
required to be obtained by the Escrow Agent (or the Secured Parties) for reasons
other than the consummation of this transaction,  for the exercise by the Escrow
Agent of the  rights  provided  for in  either  this  Agreement  or the  Control
Agreement,  or the remedies in respect of the Collateral pursuant to either this
Agreement, the Settlement Agreements or the Control Agreement.

          (c)  Immediately  prior to the deposit of the Funds in the  Collateral
Account,  the Collateral shall have been free and clear of any lien or claims of
any  person  or  entity  (except  for the  security  interests  created  by this
Agreement and the Settlement  Agreements).  No financing statement or instrument
similar in effect  covering all or any part of the interest in the Collateral is
on file in any public or recording office,  other than the financing  statements
filed pursuant to this Agreement. Neither WCMG nor WCNY have any trade names.

          (d) This  Agreement  has been duly  authorized,  validly  executed and
delivered by each of WCMG and WCNY and constitutes a valid and binding agreement
of each of them,  enforceable against each of them in accordance with its terms,
except  as:  (i)  the  enforceability  hereof  may  be  limited  by  bankruptcy,
insolvency  or similar laws  affecting  creditors'  rights  generally,  (ii) the
availability  of equitable  remedies may be limited by equitable  principles  of
general   applicability,   (iii)  the  exculpation   provisions  and  rights  to
indemnification  hereunder may be limited by U.S.  federal and state  securities
laws and  public  policy  considerations,  and (iv) the  waiver  of  rights  and
defenses  contained in Section  15.11 and Section 15.15 hereof may be limited by
applicable law.

          (e)  Upon the  transfer  to the  Escrow  Agent  of the  Funds  and the
acquisition by the Escrow Agent of a security entitlement thereto, in accordance
with  Section 3 above,  the  pledge  and  grant of a  security  interest  in the
Collateral  pursuant to this  Agreement  for the benefit of the Escrow Agent and
the  Secured  Parties  will  constitute  a valid and  perfected  first  priority
security interest in such Collateral, securing the payment of the obligations of
WellCare  under the  Settlement  Agreements,  enforceable  as such  against  all
creditors of WellCare.

          (f) There are no legal or governmental  proceedings pending or, to the
best of WCMG's  and/or WCNY's  knowledge,  threatened to which either of them or
any of their  subsidiaries  is a party or to which any of the properties of WCMG
and/or WCNY or any such  subsidiary is subject that would  materially  adversely
affect the power or ability of WCMG and WCNY to perform their  obligations under
this Agreement or to consummate the transactions contemplated hereby.

          (g) The pledge of the  Collateral  pursuant to this  Agreement  is not
prohibited by any law or governmental regulation (including, without limitation,
Regulations  C, T, U and X of the  Board of  Governors  of the  Federal  Reserve
System) applicable to WCMG and WCNY.

SECTION 9. Filing; Further Assurances.

          (a) As soon as practicable  after the Effective  Date,  WellCare shall
deliver to the Escrow Agent  acknowledgment  copies or stamped receipt copies of
proper  financing  statements,  duly  filed on or after  the  Effective  Date in
accordance  with the  Uniform  Commercial  Code as in effect in the State of New
York, covering the categories of Collateral described in this Agreement.

          (b)  WellCare  agrees  that  from  time to time,  at the sole cost and
expense of the  WellCare,  WellCare  shall,  promptly upon request by the Escrow
Agent, HANYS, NORMET and/or MSSNY, on behalf of the Secured Parties, execute and
deliver  or cause to be  executed  and  delivered,  or use its  reasonable  best
efforts to procure,  all assignments,  instruments and other  documents,  all in
form and substance satisfactory to the Escrow Agent, HANYS, NORMET and/or MSSNY,
as the case may be, deliver any instruments to the Escrow Agent,  HANYS,  NORMET
and/or  MSSNY,  as the case  may be,  and take  any  other  actions  that may be
necessary or, in the opinion of the Escrow Agent, HANYS, NORMET and/or MSSNY, as
the case may be, desirable to perfect, continue the perfection of or protect the
first priority of the Escrow Agent's security interest in and to the Collateral,
including the filing of all necessary financing and continuation statements,  to
protect the Collateral against the rights, claims, or interests of third persons
(other than any such rights,  claims or interests  created by or arising through
the Escrow Agent) or to effect the purposes of this Agreement.

          (c)  WellCare,  GWT, as counsel to HANYS and NORMET,  on behalf of the
Hospitals,  and MSSNY, on behalf of the Providers,  hereby  authorize the Escrow
Agent to file any financing or continuation statements in the United States with
respect to the  Collateral  without the  signature  of  WellCare  (to the extent
permitted  by  applicable  law).  A  photocopy  or  other  reproduction  of this
Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law.

          (d)  Notwithstanding  any  provision  herein to the contrary all costs
incurred by the Escrow Agent in connection  with this Agreement shall be paid by
WellCare,  provided,  however,  that WellCare shall be entitled to be reimbursed
for the payment of such costs from the  dividends  and  interests  earned on the
Collateral  Account in  accordance  with the payment  instructions  set forth in
Schedule "E" annexed  hereto.  At the request of WellCare,  GWT,  HANYS,  NORMET
and/or  MSSNY,  the  Escrow  Agent  shall  provide an invoice to each such party
detailing all such costs charged to the Collateral  Account.  A schedule of fees
to be charged by the Escrow  Agent for its  services  hereunder  is set forth in
Schedule "F" annexed hereto.

SECTION 10.  Covenants.  WCMG and WCNY jointly and severally  covenant and agree
with the Escrow  Agent and the Secured  Parties  that from and after the date of
this Agreement through the Termination Date:

          (a) (i) they  will not (and  will not  purport  to) sell or  otherwise
dispose  of,  or grant  any  option  or  warrant  with  respect  to,  any of the
Collateral or any of their beneficial  interest therein,  and (ii) they will not
create or permit to exist any lien or other adverse  interest in or with respect
to any of the Collateral or their  beneficial  interest therein (if any) (except
for the security interests granted under this Agreement); and

          (b) they will not: (i) enter into any agreement or understanding  that
restricts  or inhibits  or  purports  to restrict or inhibit the Escrow  Agent's
rights hereunder,  including,  without  limitation,  the Escrow Agent's right to
sell or otherwise  dispose of the  Collateral,  or (ii) fail to pay or discharge
any  tax,  assessment  or  levy  of any  nature  with  respect  to any of  their
beneficial  interest  in the  Collateral  (if any) not later  than five (5) days
prior to the date of any proposed  sale under any  judgment,  writ or warrant of
attachment with respect to such beneficial interest.

SECTION  11.  Power  of  Attorney.  Each of WCMG and WCNY  hereby  appoints  and
constitutes  the  Escrow  Agent as their  attorney-in-fact  (with  full power of
substitution), with full authority in their place and stead and in their name or
otherwise, from time to time in the Escrow Agent's discretion to take any action
and to execute  any  instrument  that the  Escrow  Agent may deem  necessary  or
advisable to  accomplish  the  purposes of this  Agreement,  including,  without
limitation:

          (a) to ask for, demand, collect, sue for, recover, compromise, receive
     and give acquittance and receipts for moneys due and to become due under or
     in respect of any of the Collateral;

          (b) to receive,  endorse and collect any drafts or other  instruments,
     documents and chattel paper, in connection with clause (a), above;

          (c) to file any claims or take any action or institute any proceedings
     that the Escrow Agent may deem necessary or desirable for the collection of
     any of the  Collateral  or  otherwise  to enforce  the rights of the Escrow
     Agent with respect to any of the Collateral; and

          (d) to pay or  discharge  taxes or liens  levied  or  placed  upon the
     Collateral,  the legality or validity thereof and the amounts  necessary to
     discharge  the  same to be  determined  by the  Escrow  Agent  in its  sole
     reasonable discretion, and such payments made by the Escrow Agent to become
     a joint and several  obligation of WCMG and WCNY to the Escrow  Agent,  due
     and payable immediately upon demand; and

provided, however, that the Escrow Agent shall have no obligation to perform any
of the foregoing  actions.  The Escrow Agent's  authority  under this Section 11
shall include,  without limitation,  the authority to execute or endorse (a) any
checks  or  instruments  representing  proceeds  of  Collateral  in the  name of
WellCare,  (b) any  receipts  for any  certificate  of ownership or any document
constituting Collateral or transferring title to any item of Collateral, (c) any
financing  statements  (to the extent  permitted by applicable  law), or (d) any
other documents deemed necessary or appropriate by the Escrow Agent to preserve,
protect or perfect the security interest in the Collateral and to file the same,
prepare,  file and sign the WellCare name on any notice of lien, and to take any
other actions arising from or incident to the powers granted to the Escrow Agent
in this  Agreement.  This power of attorney is coupled  with an interest  and is
irrevocable by WellCare.

SECTION 12. No Assumption of Duties; Reasonable Care.

          (a) The rights and powers  conferred on the Escrow Agent hereunder are
solely to preserve and protect the security interest of the Escrow Agent and the
Secured  Parties  in and to the  Collateral  granted  hereby  and  shall  not be
interpreted to and shall not impose any duties on the Escrow Agent in connection
therewith other than those expressly provided herein or imposed under applicable
law. Except as provided by applicable law or by the Settlement  Agreements,  the
Escrow Agent shall be deemed to have  exercised  reasonable  care in the custody
and  preservation  of the  Collateral  in its  possession  if the  Collateral is
accorded  treatment  substantially  equal to that which the Escrow Agent accords
similar  property  held  by the  Escrow  Agent  for its own  account,  it  being
understood  that the  Escrow  Agent in its  capacity  as such shall not have any
responsibility  for: (a)  ascertaining  or taking  action with respect to calls,
conversions,  exchanges, maturities or other matters relative to any Collateral,
whether  or not the  Escrow  Agent has or is deemed  to have  knowledge  of such
matters,  (b) taking any necessary  steps to preserve rights against any parties
with  respect to any  Collateral,  or (c)  investing or  reinvesting  any of the
Collateral  or any loss on any  investment  (other  than  pursuant  to Section 5
hereof).

          (b) Notwithstanding  any provision herein to the contrary,  the Escrow
Agent shall not keep records of nor prepare any tax-related  documents which may
be  required  by any  Secured  Party  concerning  the  distributions  to be made
hereunder.  WellCare  agrees that it shall have sole  responsibility  to prepare
such documents for and distribute such documents to the Secured Parties.

SECTION 13. Indemnity; Escrow Agent's Limitation of Liability.

          (a) WCMG and WCNY shall, jointly and severally,  indemnify, reimburse,
hold harmless and defend the Escrow Agent and its  directors,  officers,  agents
and  employees,  from and  against  any and all  claims,  actions,  obligations,
liabilities  and  expenses,   including  reasonable  defense  costs,  reasonable
investigative fees and costs, and reasonable legal fees and damages arising from
the Escrow Agent's performance or lack of performance as Escrow Agent under this
Agreement,  unless  such  claim,  action,  obligation,  liability  or expense is
directly attributable to the bad faith, gross negligence or wilful misconduct of
the Escrow Agent.  This indemnity  shall be a continuing  obligation of the WCMG
and WCNY,  and their  respective  successors  and assigns,  notwithstanding  the
termination of this Agreement.

          (b) If at any time the Escrow  Agent is served  with any  judicial  or
administrative  order,  judgment,  decree,  writ or other  form of  judicial  or
administrative process which in any way affects Collateral  (including,  but not
limited to,  orders of  attachment  or  garnishment  or other forms of levies or
injunctions or stays relating to the transfer of  Collateral),  the Escrow Agent
is  authorized  to comply  therewith in any manner as it or its legal counsel of
its own choosing  deems  appropriate  and if the Escrow Agent  complies with any
such judicial or administrative order,  judgment,  decree, writ or other form of
judicial  or  administrative  process,  the Escrow  Agent shall not be liable to
WellCare  even  though  such  order,  judgment  decree,  writ or process  may be
subsequently  modified or vacated or otherwise  determined  to have been without
legal force or effect.

          (c) The Escrow Agent shall not incur any liability to WellCare for not
performing  any  act  or  fulfilling  any  duty,  obligation  or  responsibility
hereunder  by reason of any  occurrence  beyond the control of the Escrow  Agent
(including,  but not limited to, any act or  provision  or any present or future
law or  regulation  or  governmental  authority,  any act of God or war,  or the
unavailability  of the  Federal  Reserve  Bank  wire or telex  or other  wire or
communication facility).

          (d) Other  than as  provided  in  Sections  3, 4, 5 and 6 hereof,  the
Escrow Agent shall not be  responsible  in any respect for the form,  execution,
validity,  value or genuineness of documents or securities  deposited hereunder,
or for any  description  therein,  or for the  identity,  authority or rights of
persons  executing or  delivering  or  purporting to execute or deliver any such
document, security or endorsement.

SECTION 14. Security Interest  Absolute.  All rights of the Escrow Agent and the
Secured  Parties  and  security  interests  hereunder,  and all  obligations  of
WellCare hereunder,  shall be absolute and unconditional,  subject,  however, to
the terms of the Settlement Agreements.

SECTION 15. Miscellaneous Provisions.

     Section 15.1. Notices.  Any notice or communication given hereunder and any
deliveries  made  hereunder  shall  be  sufficiently  given  if in  writing  and
delivered in person or mailed by first class mail, commercial courier service or
facsimile communication, addressed as follows:

     If to WellCare:
     ---------------

               President and Chief Executive Officer
               WellCare of New York, Inc.
               P.O. Box 4059
               Kingston, New York 12402

                    with a copy to:

               Seth I. Truwitt, Esq.
               Epstein Becker & Green, P.C.
               250 Park Avenue
               New York, New York 10177


     If to HANYS & NORMET:
     ---------------------

               Fredrick I. Miller, Esq.
               Garfunkel, Wild & Travis, P.C.
               111 Great Neck Road
               Great Neck, New York 11021

     If to MSSNY:
     ------------

               Donald R. Moy, Esq.
               General Counsel
               Medical Society of the State of New York
               420 Lakeville Road
               Lake Success, New York 11040

     If to the Escrow Agent:
     -----------------------

               United States Trust Company of New York
               114 West 47th Street
               New York, New York  10036
               Fax:     (212) 852-1626
               Attention: Patricia Gallagher, Corporate Trust Administration

All such deliveries,  notices and other  communications  shall be effective when
received.

     Section 15.2. No Adverse Interpretation of Other Agreements. This Agreement
may not be used to interpret another pledge, security or debt agreement of WCMG,
WCNY or any  subsidiary  thereof.  No such  pledge,  security or debt  agreement
(other than the Settlement Agreements) may be used to interpret this Agreement.

     Section 15.3 Severability.  The provisions of this Agreement are severable,
and if any clause or provision shall be held invalid,  illegal or  unenforceable
in  whole  or  in  part  in  any   jurisdiction,   then   such   invalidity   or
unenforceability   shall  affect  in  that  jurisdiction  only  such  clause  or
provision,  or part  thereof,  and shall not in any manner affect such clause or
provision  in any other  jurisdiction  or any other  clause or provision of this
Agreement in any jurisdiction.

     Section 15.4  Headings.  The headings in this  Agreement have been inserted
for  convenience  of reference  only, are not to be considered a part hereof and
shall in no way modify or restrict any of the terms or provisions hereof.

     Section 15.5 Counterpart Originals.  This Agreement may be signed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
shall together constitute one and the same agreement.

     Section 15.6 Benefits of Agreement.  Nothing in this Agreement,  express or
implied,  shall  give to any  person,  other than the  parties  hereto and their
successors  hereunder,  and the  Secured  Parties,  any  benefit or any legal or
equitable right, remedy or claim under this Agreement.

     Section 15.7 Amendments,  Waivers and Consents.  Any amendment or waiver of
any  provision of this  Agreement  and any consent to any  departure by WellCare
from any  provision of this  Agreement  shall be effective  only if made or duly
given in  compliance  with all of the terms  and  provisions  of the  Settlement
Agreements,  and then such  waiver or  consent  shall be  effective  only in the
specific  instance and for the specific purpose for which given.  Failure of the
Escrow  Agent or any Secured  Party to  exercise,  or delay in  exercising,  any
right,  power or  privilege  hereunder  shall not  preclude any other or further
exercise  thereof or the  exercise of any other  right,  power or  privilege.  A
waiver by the Escrow Agent or any Secured Party of any right or remedy hereunder
on any one occasion  shall not be construed as a bar to any right or remedy that
the  Escrow  Agent or such  Secured  Party  would  otherwise  have on any future
occasion.  The  rights and  remedies  herein  provided  are  cumulative,  may be
exercised singly or concurrently and are not exclusive of any rights or remedies
provided by law.

Section 15.8  Interpretation  of Agreement.  As long as the Escrow Agent acts in
good faith to the extent a term or provision of this  Agreement  conflicts  with
the Settlement Agreements,  the Settlement Agreements shall control with respect
to the subject matter of such term or provision.  Notwithstanding  the foregoing
and any other  provision of this  Agreement or the  Settlement  Agreements,  the
Escrow Agent shall have no fiduciary responsibility under this Agreement.

Section 15.9 Continuing Security Interest; Termination.

          (a) This Agreement shall create a continuing  security interest in and
to the Collateral and shall, unless otherwise provided in this Agreement, remain
in full force and effect until the  Termination  Date.  This Agreement  shall be
binding  upon WCMG,  WCNY,  and their  respective  transferees,  successors  and
assigns,  and shall inure,  together  with the rights and remedies of the Escrow
Agent  hereunder,  to the benefit of the Escrow Agent,  the Secured  Parties and
their respective successors, transferees and assigns.

          (b) This Agreement  (other than WellCare's  obligations  under Section
13) shall  terminate as of February 28, 2000 or the date on which the Collateral
Account has a $0 balance and a final  report  concerning  the  transactions  of,
deposits in and disbursements  from the Collateral  Account has been provided by
the Escrow Agent to each of HANYS and NORMET, on behalf of the Hospitals, MSSNY,
on behalf of the Providers,  SID and WellCare (such date being the  "Termination
Date"). On or prior to the Termination Date, the Escrow Agent shall make a final
distribution  in cash of all  Collateral  remaining in its  possession as of the
Termination  Date in  accordance  with the  provisions  of Section  5(e) of each
Settlement Agreement.

Section 15.10 Survival of Representations  and Covenants.  All  representations,
warranties  and  covenants  of  WellCare  contained  herein  shall  survive  the
execution  and delivery of this  Agreement,  and shall  terminate  only upon the
termination  of this  Agreement.  The  obligations  of WellCare under Section 13
hereof shall survive the termination of this Agreement.

Section 15.11 Waivers. WellCare waives presentment and demand for payment of any
of their obligations,  protest and notice of dishonor or default with respect to
any of the obligations,  and all other notices to which WellCare might otherwise
be entitled,  except as otherwise expressly provided herein or in the Settlement
Agreements.

Section 15.12 Authority of the Escrow Agent.

          (a) The Escrow Agent shall have and be entitled to exercise all powers
hereunder that are specifically granted to the Escrow Agent by the terms hereof,
together with such powers as are reasonably  incident thereto.  The Escrow Agent
may perform any of its duties  hereunder or in connection with the Collateral by
or through  agents or employees  and shall be entitled to retain  counsel and to
act in reliance upon the advice of counsel  concerning all such matters.  Except
as otherwise expressly provided in this Agreement or the Settlement  Agreements,
neither the Escrow Agent nor any director,  officer, employee, attorney or agent
of the Escrow Agent shall be liable to the  WellCare or Secured  Parties for any
action  taken or omitted to be taken by the Escrow  Agent,  in its  capacity  as
Escrow  Agent,  hereunder,  except for its own bad faith,  gross  negligence  or
willful  misconduct,  and the  Escrow  Agent  shall not be  responsible  for the
validity,  effectiveness  or  sufficiency  hereof or of any document or security
furnished  pursuant  hereto.  The  Escrow  Agent  and its  directors,  officers,
employees,  attorneys and agents shall be entitled to rely on any communication,
instrument  or document  believed by it or them to be genuine and correct and to
have been signed or sent by the proper person or persons.

          (b) WellCare  acknowledges that the rights and responsibilities of the
Escrow Agent under this Agreement with respect to any action taken by the Escrow
Agent or the exercise or non-exercise by the Escrow Agent of any option,  right,
request,  judgment or other right or remedy  provided for herein or resulting or
arising out of this Agreement shall, as between the Escrow Agent and the Secured
Parties,  be governed by the Settlement  Agreements and by such other agreements
with respect  thereto as may exist from time to time among them, but, as between
the Escrow Agent and WellCare,  the Escrow Agent shall be conclusively  presumed
to be acting as agent for the Secured  Parties with full and valid  authority so
to act or refrain from acting,  and WellCare  shall not be obligated or entitled
to make any inquiry respecting such authority.

Section 15.13 Final  Expression.  This  Agreement,  together with the Settlement
Agreements and any other agreement executed in connection herewith,  is intended
by the parties hereto as a final expression of this Agreement and is intended as
a complete and exclusive statement of the terms and conditions thereof.

Section  15.14  Rights of Secured  Parties.  No Secured  Parties  shall have any
independent  rights  hereunder  other than those  rights  granted to  individual
Secured  Parties  pursuant  to law and  pursuant to the  Settlement  Agreements;
provided  that nothing in this Section  15.14 shall limit any rights  granted to
the Escrow Agent hereunder.

Section 15.15 Governing Law;  Submission to Jurisdiction:  Waiver of Jury Trial;
Waiver of Damages.

          (a) THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS
OF THE  STATE OF NEW YORK,  AND ANY  DISPUTE  ARISING  OUT OF,  CONNECTED  WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP  ESTABLISHED BETWEEN WELLCARE, THE
ESCROW AGENT AND THE SECURED  PARTIES IN  CONNECTION  WITH THIS  AGREEMENT,  AND
WHETHER  ARISING IN CONTRACT,  TORT,  EQUITY OR OTHERWISE,  SHALL BE RESOLVED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (b) WELLCARE HEREBY APPOINTS CT CORPORATION SYSTEM, 1633 BROADWAY, NEW
YORK, NEW YORK 10019, AS ITS AGENT FOR SERVICE OF PROCESS IN ANY SUIT, ACTION OR
PROCEEDING  WITH RESPECT TO THIS ESCROW  AGREEMENT AND FOR ACTIONS BROUGHT UNDER
U.S.  FEDERAL OR STATE  SECURITIES  LAWS  BROUGHT IN ANY  FEDERAL OR STATE COURT
LOCATED IN THE CITY OF NEW YORK AND AGREES TO SUBMIT TO THE  JURISDICTION OF ANY
SUCH COURT.

          (c) WELLCARE  AGREES THAT THE ESCROW  AGENT SHALL,  IN ITS CAPACITY AS
ESCROW  AGENT OR IN THE NAME AND ON  BEHALF  OF THE  SECURED  PARTIES,  HAVE THE
RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST WELLCARE OR
THE  COLLATERAL  IN A COURT IN THE STATE OF NEW YORK IN ANY LOCATION  REASONABLY
SELECTED IN GOOD FAITH (AND HAVING PERSONAL OR IN REM JURISDICTION OVER WELLCARE
OR THE COLLATERAL,  AS THE CASE MAY BE) TO ENABLE THE ESCROW AGENT TO REALIZE ON
SUCH COLLATERAL,  OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR
OF THE ESCROW AGENT. WELLCARE AGREES THAT IT SHALL NOT ASSERT ANY COUNTERCLAIMS,
SETOFFS OR CROSS CLAIMS IN ANY PROCEEDING BROUGHT BY THE ESCROW AGENT TO REALIZE
ON SUCH  PROPERTY  OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
ESCROW AGENT, EXCEPT FOR SUCH  COUNTERCLAIMS,  SETOFFS OR CROSS CLAIMS WHICH, IF
NOT ASSERTED IN ANY SUCH PROCEEDING, COULD NOT OTHERWISE BE BROUGHT OR ASSERTED.
WELLCARE  WAIVES ANY OBJECTION  THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN
THE CITY OF NEW YORK ONCE THE ESCROW AGENT HAS COMMENCED A PROCEEDING  DESCRIBED
IN THIS PARAGRAPH INCLUDING,  WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS.

          (d)  WELLCARE  AGREES THAT  NEITHER  ANY SECURED  PARTY NOR (EXCEPT AS
OTHERWISE  PROVIDED IN THIS AGREEMENT OR THE SETTLEMENT  AGREEMENTS)  THE ESCROW
AGENT IN ITS  CAPACITY  AS ESCROW  AGENT  SHALL HAVE ANY  LIABILITY  TO WELLCARE
(WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES SUFFERED BY WELLCARE
IN CONNECTION  WITH,  ARISING OUT OF, OR IN ANY WAY RELATED TO THE  TRANSACTIONS
CONTEMPLATED  AND THE  RELATIONSHIP  ESTABLISHED BY THIS AGREEMENT,  OR ANY ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH,  UNLESS IT IS DETERMINED BY
A FINAL AND  NONAPPEALABLE  JUDGMENT  OF A COURT  THAT IS  BINDING ON THE ESCROW
AGENT OR SUCH  SECURED  PARTIES,  AS THE CASE MAY BE,  THAT SUCH LOSSES WERE THE
RESULT OF ACTS OR  OMISSIONS  ON THE PART OF THE  ESCROW  AGENT OR SUCH  SECURED
PARTIES, AS THE CASE MAY BE, CONSTITUTING BAD FAITH, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.

          (e) TO THE EXTENT  PERMITTED BY APPLICABLE  LAW,  WELLCARE  WAIVES THE
POSTING OF ANY BOND OTHERWISE  REQUIRED OF THE ESCROW AGENT OR ANY SECURED PARTY
IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO ENFORCE ANY JUDGMENT OR
OTHER COURT ORDER  PERTAINING  TO THIS  AGREEMENT  OR ANY RELATED  AGREEMENT  OR
DOCUMENT  ENTERED) IN FAVOR OF THE ESCROW  AGENT OR ANY SECURED  PARTIES,  OR TO
ENFORCE BY SPECIFIC  PERFORMANCE,  TEMPORARY RESTRAINING ORDER OR PRELIMINARY OR
PERMANENT  INJUNCTION,  THIS  AGREEMENT  OR ANY  RELATED  AGREEMENT  OR DOCUMENT
BETWEEN WELLCARE ON THE ONE HAND AND THE ESCROW AGENT AND/OR THE SECURED PARTIES
ON THE OTHER HAND.


<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have each caused this Agreement to
be duly executed and delivered as of the date first above written.



                                        THE WELLCARE MANAGEMENT GROUP, INC.


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



                                        WELLCARE OF NEW YORK, INC.


                                        By:  /s/ Mary Lee Campbell-Wisley
                                            ------------------------------
                                        Name:    Mary Lee Campbell-Wisley
                                        Title:   President/CEO


<PAGE>


                                        GARFUNKEL, WILD & TRAVIS,  P.C.,
                                        as counsel to Healthcare  Association of
                                        New York State and Northern Metropolitan
                                        Hospital  Association,  on behalf of the
                                        Hospitals listed on Schedule "A" annexed
                                        hereto


                                        By:  /s/ Frederick I. Miller
                                             -----------------------------
                                        Name:    Fredrick I. Miller
                                        Title:   A Member of the Firm


                                        THE MEDICAL  SOCIETY OF THE STATE OF NEW
                                        YORK, on behalf of the Providers  listed
                                        on Schedule "B" annexed hereto


                                        By:  /s/ Donald R. Moy
                                             -----------------------------
                                        Name:    Donald R. Moy
                                        Title:   General Counsel


                                        UNITED STATES TRUST COMPANY OF NEW YORK


                                        By:  /s/ Patricia Gallagher
                                             -----------------------------
                                        Name:    Patricia Gallagher
                                        Title:   Assistant Vice President


<PAGE>


                                                                    SCHEDULE "A"

                         HOSPITAL SETTLEMENT AGREEMENTS
                         ------------------------------


     NYC HEALTH & HOSPITALS CORP.
     ----------------------------
1)   BELLEVUE
2)   CONEY ISLAND
3)   ELMHURST
4)   HARLEM
5)   JACOBI
6)   KINGS
7)   LINCOLN
8)   METROPOLITAN
9)   NCB
10)  QUEENS
11)  WOODHALL
12)  BELVIS (BRONX)
13)  CUMBERLAND
14)  E. NEW YORK
15)  GOUVERNEUR
16)  MORRISANIA
17)  RENAISSANCE
18)  BASSETT HOSPITAL OF SCHOLHARIE (COBLESKILL, NY)
19)  MONTEFIORE MEDICAL CENTER
20)  WHITE PLAINS HOSPITAL CENTER

     CONTINUUM HEALTH PARTNERS
     -------------------------
21)  BETH ISRAEL MEDICAL CENTER
22)  ST. LUKE'S ROOSEVELT HOSPITAL
23)  LONG ISLAND COLLEGE HOSPITAL
24)  BETH ISRAEL MEDICAL CENTER EMERGENCY MEDECINE
25)  ASSOCIATES IN EMERGENCY MEDECINE - ST. LUKE'S ROOSEVELT HOSPITAL
26)  WESTSIDE PEDIATRICS ASSOCIATES
27)  BELLEVUE WOMEN'S IN NISCYUANA, NY
28)  VASSAR BROTHERS
29)  ST. AGNES OUR LADY OF MERCY (BRONX)

     OUR LADY OF MERCY HEALTHCARE SYSTEM, INC.
     -----------------------------------------
30)  OUR LADY OF MERCY MEDICAL CENTER
31)  ST. AGNES HOSPITAL

     MID-HUDSON HEALTH
     -----------------
32)  ST. FRANCIS (POUGHKEEPSIE)

33)  STATEN ISLAND UNIVERSITY
34)  NORTHERN WESTCHESTER HOSPITAL CENTER
35)  OUR LADY OF LOURDES MEMORIAL HOSPITAL
36)  HUDSON VALLEY HOSPITAL CENTER

     NORTHEAST HEALTH
     ----------------
37)  ALBENY MEMORIAL
38)  SAMARITAN

39)  JAMAICA HOSPITAL MEDICAL CENTER
40)  ALBANY MEDICAL CENTER
41)  BENEDICTINE
42)  SETON HEALTH SYSTEM, INC.

43)  WESTCHESTER COUNTY HEALTH CARE CORP.

     CATHOLIC MEDICAL CENTER OF BROOKLYN & QUEENS, INC.
     --------------------------------------------------
44)  ST. JOHN'S QUEENS HOSPITAL
45)  MARY IMMACULATE HOSPITAL
46)  ST. JOSEPH'S HOSPITAL
47)  ST. MARY'S HOSPITAL

48)  ALBANY MEDICAL CENTER
49)  HUDSON VALLEY HOSPITAL CENTER
50)  MID-HUDSON HEALTH
51)  KINGSTON HOSPITAL
52)  NEW YORK CITY HEALTH & HOSPITALS CORPORATION
53)  FLUSHING HOSPITAL MEDICAL CENTER

     GREATER HUDSON VALLEY HEALTH SYSTEM
     -----------------------------------
54)  ARDEN HILL HOSPITAL
55)  THE CORNWALL HOSPITAL
56)  HORTON MEDICAL CENTER
57)  ST. LUKE'S HOSPITAL

58)  THE BROOKLYN HOSPITAL CENTER
59)  COLUMBIA MEMORIAL HOSPITAL
60)  A.O. FOX HOSPITAL
61)  THE HOSPITAL AT SYDNEY
62)  ST. ELIZABETH MEDICAL CENTER

     UNITED HEALTH SERVICES HOSPITALS, INC.
     --------------------------------------
63)  DELAWARE VALLEY HOSPITAL

64)  INTERFAITH MEDICAL CENTER
65)  PHELPS MEMORIAL HOSPITAL CENTER
66)  ST. JOHN'S RIVERSIDE HOSPITAL
67)  YONKERS GENERAL HOSPITAL
68)  NORTHERN DUTCHESS HOSPITAL
69)  NYACK HOSPITAL
70)  ST. CLARE'S HOSPITAL

     MERCYCARE CORPORATION
     ---------------------
71)  ST. PETER'S HOSPITAL

72)  COMMUNITY GENERAL HOSPITAL
73)  ELLIS HOSPITAL
74)  MAIMONIDES MEDICAL CENTER
75)  THE SARATOGA HOSPITAL
76)  MARGARETVILLE MEMORIAL HOSPITAL
77)  DOCTORS HOSPITAL OF STATEN ISLAND
78)  THE MARY IMOGENE BASSETT HOSPITAL
79)  O'CONNOR HOSPITAL
80)  STRONG MEMORIAL HOSPITAL
81)  CHILD'S HOSPITAL
82)  SUNNYVIEW HOSPITAL AND REHAB CENTER
83)  CARTHAGE AREA HOSPITAL
84)  LAWRENCE HOSPITAL
85)  FAXTON HOSPITAL
86)  ST. LUKE'S MEMORIAL HOSPITAl
87)  GLENS FALLS HOSPITAL
88)  AMSTERDAM MEMORIAL HEALTHCARE SYSTEM
89)  JOHN T. MATHER MEMORIAL HOSPITAL
90)  ST. CLARE'S HOSPITAL & HEALTH CENTER
91)  WINTHROP UNIVERSITY HOSPITAL
92)  MOUNT SINAI HOSPITAL
93)  NYU DOWNTOWN HOSPITAL
94)  MT. SINAI MEDICAL CENTER
95)  MARY McCLELLAN HOSPITAL
96)  HOSPITAL FOR JOINT DISEASES ORTHOPEDIC INSTITUTE
97)  THE NEW YORK EYE AND EAR INFIRMARY


<PAGE>


                                                                    SCHEDULE "B"




<PAGE>


                                                                  SCHEDULE "C-1"


                              SETTLEMENT AGREEMENT

     SETTLEMENT  AGREEMENT (the "Agreement") dated May __, 1999 by and among THE
WELLCARE  MANAGEMENT GROUP, INC., a New York corporation  ("WCMG"),  WELLCARE OF
NEW  YORK,  INC.,  a New  York  corporation  ("WCNY"  and  together  with  WCMG,
"WellCare"),   and  KIRAN  C.  PATEL  ("Dr.  Patel")  (WellCare  and  Dr.  Patel
collectively,  the  "WellCare  Parties"),  and the  Provider or  Provider  group
specified on the signature page of this Agreement  ("Provider")  and THE MEDICAL
SOCIETY OF THE STATE OF NEW YORK ("MSSNY") (WCMG, WCNY, Dr. Patel,  Provider and
MSSNY  being  referred to  individually  as a "Party"  and  collectively  as the
"Parties").

     WHEREAS,  WCMG  has  signed a  letter  of  intent  with  Dr.  Patel,  for a
transaction that would,  among other things,  encompass an equity  investment in
WellCare by Dr. Patel or an affiliate (the "Patel Transaction");

     WHEREAS,  the  Board of  Directors  of WCNY,  a New York  certified  health
maintenance  organization  ("HMO"),  has approved the sale of its New York State
based commercial business to Group Health Incorporated (the "GHI Transaction");

     WHEREAS,  WellCare and Dr. Patel  contemplate  that all or a portion of the
equity  investment  provided through the Patel  Transaction and all of the funds
obtained  through the GHI Transaction will be pooled with certain current assets
of WCNY and made available to satisfy claims by providers for services  rendered
through April 30, 1999;

     WHEREAS,  WCNY has agreed to a consent to rehabilitation in which the State
of New  York has the  right  to  commence  court  proceedings  and have an order
entered  into that  would  give the  State of New York the  right to assume  the
operation of WCNY;

     WHEREAS,   Healthcare  Association  of  New  York  ("HANYS")  and  Northern
Metropolitan  Hospital  Association  ("NORMET")  have  entered  into  a  similar
settlement  agreement for the purpose of settling any and all  disputes,  claims
and  controversies  between  WellCare  and the member  hospital  which is also a
signatory to the  agreement,  relating to the payment for  services  provided by
member hospitals prior to May 1, 1999 to HMO members of WCNY, in order to assist
their respective  member  hospitals in the resolution of such member  hospitals'
claims against WellCare,  with the express  understanding that neither HANYS nor
NORMET has  authority  to bind its member  hospitals  and that each such  member
hospital  shall be required to  separately  execute the agreement if it is to be
binding on such member hospital;

     WHEREAS,  MSSNY has entered  into this  Agreement  in order to assist their
members in the  resolution of such member's  claims against  WellCare,  with the
express understanding that MSSNY does not have authority to bind its members and
each  member-Provider  shall be required to separately execute this Agreement if
its it be binding on such member-Provider;

     WHEREAS,  the  WellCare  Parties  and  Provider  desire,  and are  mutually
willing,  to enter into this  Agreement  for the purpose of settling any and all
disputes, claims and controversies, as described further below, between WellCare
and the Provider,  relating to the payment for services provided by the Provider
prior to May 1, 1999 to HMO members of WCNY; and

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
agreements herein, the Parties agree as follows:

     1.   Regulatory Approvals

     This Agreement and the terms and conditions contained herein are subject to
the approval of the New York State Insurance Department ("SID") and the New York
State  Department of Health ("DOH").  As soon as practicable,  the Parties shall
jointly seek approval of this Agreement from SID and DOH, and in accordance with
Section  10(f),  the Parties  agree to execute or cause their counsel to execute
any  additional  documents  and take any further  action which may be reasonably
required in order to facilitate such regulatory approval.

     2.   Conditions to Effectiveness

     This Agreement shall become effective (the "Effective  Date") only upon the
satisfaction of each and all of the following conditions:

          (a) Regulatory approvals as set forth in Section 1, no later than July
15, 1999;

          (b) The deposit of a minimum of Ten Million Dollars  ($10,000,000)  in
the Provider Pool (as defined below) (the "Initial Funding Date"), no later than
July 15, 1999; and

          (c) Agreement by WellCare and Provider as to the amount of its Settled
Claims  (defined  below)  within  thirty  (30) days  following  the date of this
Agreement;

provided  however that Sections 1, 4, 8, 9 and 10 hereof shall become  effective
immediately.  WellCare  shall  provide  Provider  with  written  notice  of  the
Effective  Date of this Agreement no later than ten (10) business days after all
of the foregoing conditions have been satisfied.

     3.   Settled Claims

     "Settled  Claims" means the dollar amount of all claims against WellCare by
a health care  provider  that has signed this  Agreement  or an  agreement  with
substantially similar terms and conditions, for services rendered to HMO members
of WCNY in any product line prior to May 1, 1999 and received by WellCare within
thirty (30) days  following the date hereof,  determined  as follows:  (i) total
adjudicated  claims as  determined  by  WellCare  on or before  April 30,  1999,
namely,  claims received by WellCare and approved as properly payable,  and (ii)
all other claims  (comprised of pended claims and disputed claims)  submitted in
good faith and  adjudicated  in good faith by WellCare  within  thirty (30) days
following  the date  hereof  at fifty  percent  (50%) of a  Provider's  or other
provider's  submitted charges.  For purposes of clarification,  "Settled Claims"
shall not include any claims for payment  that a health care  provider  may have
against independent  practice  associations,  including but not limited to those
owned by  Primergy,  Inc.,  and other third  parties  (such as Merit  Behavioral
Services,  Access Managed  Healthcare,  Block Vision,  New York Medical Imaging,
PharmaCare and  Laboratory  Corporation  of America) that have  contracted  with
WellCare  to provide or to arrange  for the  provision  of certain  health  care
services (e.g.,  physician services or specialty "carve-out"  services,  such as
mental health services,  chiropractic services,  laboratory services or pharmacy
services) to HMO members of WCNY.

     4.   Exchange of Information and Confidentiality; Litigation Stay

          (a) In connection with the execution of this  Agreement,  WellCare has
provided  Provider,  a provider specific summary of amounts owed for payable and
pended claims for services  provided by provider to HMO members of WCNY prior to
May 1, 1999 that have not been paid according to WellCare's records.

          (b) Provider  agrees to confirm the amounts  contained in said list of
all claims for services  provided  prior to May 1, 1999 and to provide  WellCare
with Provider's  statement of unpaid (including  disputed) WellCare claims based
on its, his or her records as soon as practicable.  If there is any disagreement
as to the Settled  Claims amount the Parties  shall,  in good faith,  attempt to
resolve  any such  disagreements  within  thirty  (30) days  following  the date
hereof.

          (c)  Upon the  determination  of and  agreement  by  WellCare  and the
Provider as to the Settled Claims for Provider,  WellCare shall provide Provider
with a statement  of its,  his or her Settled  Claims and the minimum  amount to
which  Provider is entitled to payment  from the  Provider  Pool,  i.e.,  thirty
percent (30%) of the Settled Claims. Upon Provider's  acceptance  thereof,  such
statement shall be annexed as Exhibit A to this Agreement.

          (d) [THIS SECTION INTENTIONALLY OMITTED]

          (e) The Parties each agree that they will not  commence,  institute or
prosecute  any  action  or other  adversary  proceeding  in any  court of law or
equity, arbitration tribunal, or administrative forum ("Litigation") against any
other Party on or after the date hereof  relating to or  concerning  the subject
matter of this Agreement,  except (i) following termination of this Agreement as
provided in Section 9 or (ii) following  July 15, 1999 if this  Agreement  shall
not have become effective by such date for failure to satisfy the conditions set
forth in Section 2 or (iii) if a case is commenced in respect to WellCare or any
of its  subsidiaries  or  affiliates  under  Title 11 of the United  States Code
(Bankruptcy),  or a trustee,  receiver or  conservator  or the like is appointed
under Article 74 of the New York Insurance Law or any similar law, or by SID, or
any other regulatory body, any Party may appear and participate in any such case
or proceeding. The Parties further agree to take whatever steps are necessary to
stay any Litigation  during theperiod  between the date hereof and the Effective
Date and thereafter  take whatever  steps are necessary to discontinue  any such
Litigation with prejudice.

     5.   Establishment of Settlement Fund

          (a) A pool of funds (the "Provider Pool") shall be established  solely
to pay Settled  Claims of the Providers and other  providers  which have entered
into settlement  agreements  containing terms similar to those contained in this
Agreement.  The  Provider  Pool  shall  be  established  in  a  segregated  cash
collateral account prior to the Effective Date at a bank mutually  acceptable to
WellCare,  Garfunkel  Wild & Travis,  P.C., as counsel to HANYS and NORMET,  and
MSSNY, which approval shall not be unreasonably withheld,  which bank shall have
had no prior  dealings with  WellCare.  The Provider Pool shall not be disbursed
except  in  accordance   with  this  Agreement  (or  other  similar   settlement
agreement).  The Provider Pool account shall  contain  irrevocable  instructions
concerning  deposits  and  withdrawals  from the Provider  Pool,  which shall be
agreed to by Garfunkel, Wild & Travis, P.C., as counsel to HANYS and NORMET, and
WellCare,  subject to  notification  of MSSNY,  prior to the Effective Date, and
which may be modified only with the prior written  approval of both WellCare and
Garfunkel,  Wild & Travis,  P.C.,  as  counsel to HANYS and  NORMET,  subject to
notification  of MSSNY,  or at the  direction of SID. The Parties  recognize and
agree that  deposits  into and payments from the Provider Pool may be subject to
audit or review by SID and other regulatory  agencies having  jurisdiction  over
WellCare.  The Parties  understand  that HANYS and/or  NORMET or their agents or
representatives,  shall have the right to audit or review the Provider Pool, and
the results of any such audit shall be distributed  to all Parties.  The Parties
agree to cooperate with each other to the extent  reasonably  necessary to carry
out the provisions of this Section 5(a).

          (b) The Provider  Pool shall have an initial  balance of not less than
Ten Million Dollars  ($10,000,000)  by the Effective Date and shall be comprised
of proceeds from the Patel Transaction and/or GHI Transaction.  In addition, the
Provider  Pool shall be  supplemented  by an amount equal to 80% of all proceeds
from  accounts  receivables  of WCNY which were or should have been  recorded in
accordance with generally accepted accounting  principles (GAAP) as of April 30,
1999 (the  "Accounts  Receivable")  to the extent such proceeds are collected by
WellCare during the period commencing on May 1, 1999 and ending on the date that
the  Provider  Pool is no longer in  effect.  If the  amounts  deposited  in the
Provider Pool shall in the aggregate  exceed Ten Million  Dollars  ($10,000,000)
(the amount so exceeding Ten Million Dollars  ($10,000,000) being the "Excess"),
the Excess may be withdrawn  from the Provider Pool and retained by WellCare for
purposes of maintaining  its statutory  reserves in accordance  with  applicable
law,  but in no event shall  WellCare be entitled to withdraw  from the Provider
Pool and retain more than Two Million Five Hundred Thousand Dollars ($2,500,000)
for such purpose.  Any Excess beyond that amount required for statutory reserves
shall be retained in the Provider Pool.

          (c) In the event that the amount equal to thirty  percent (30%) of the
aggregate  Settled  Claims for all  providers  (excluding  the five percent (5%)
payments to providers  described in Section  6(b)),  is greater than Ten Million
Dollars ($10,000,000), but does not exceed Twelve Million Dollars ($12,000,000),
subject  to Section  5(b),  WellCare  shall  deposit  additional  funds into the
Provider Pool to make up the  shortfall,  to the extent  WellCare has sufficient
funds and requisite  regulatory authority to so act. In the event WellCare lacks
sufficient  funds  and/or  requisite   regulatory   authority  to  deposit  such
additional  funds in the Provider  Pool,  Dr.  Patel will provide  funds in such
amount necessary to pay the thirty percent (30%) of the aggregate Settled Claims
for all providers, not to exceed a total Provider Pool balance of Twelve Million
Dollars ($12,000,000).

          (d) In the  event the  amount  equal to  thirty  percent  (30%) of the
aggregate  Settled  Claims for all  providers  (excluding  the five percent (5%)
payments to providers  described in Section 6(b)) is greater than Twelve Million
Dollars  ($12,000,000),  then  the  amount  required  to be  deposited  into the
Provider Pool in excess of Twelve Million Dollars ($12,000,000) shall be paid by
WellCare;  provided, however, that WellCare will be permitted to reduce pro rata
the amount of the Provider's  remaining  three (3) payments of five percent (5%)
as set forth in Section 6(b) below (and all other  providers with Settled Claims
who may receive a similar payment) to the extent that WellCare's payments exceed
Twelve Million Dollars  ($12,000,000),  and provided,  however, in no case shall
Provider receive less than thirty percent (30%) of its Settled Claims under this
Agreement.

          (e) In the event a balance  remains in the Provider Pool as of six (6)
months after the Effective  Date, then such balance will be distributed pro rata
to the Provider and other providers which have entered into agreements to settle
their Settled Claims, based upon the amounts of their respective Settled Claims.

          (f) Each health care  provider  that has Settled  Claims  shall have a
security  interest  for the benefit of all health care  providers  with  Settled
Claims, which shall be a first priority lien with respect to the proceeds due to
WellCare from the Patel  Transaction  and/or GHI  Transaction and all amounts in
the Provider  Pool, and a second  priority lien on and security  interest in the
Accounts Receivable, except to the extent there is no other lien on the Accounts
Receivable as of the date of this  Agreement,  the security  interest shall be a
first priority lien. It shall be the  responsibility of such providers to timely
and properly  prepare and deliver the  necessary  documents for signature by all
necessary  parties,  and thereafter cause the appropriate  filings to be made to
perfect such security  interests,  including,  without  limitation,  a financing
statement in the form approved by the Parties.  The Parties shall cooperate with
each other in the preparation of any and all documents  necessary to give effect
to such security interest and such other terms and obligations hereunder.

          (g) Nothing  contained herein shall prohibit or restrict WellCare from
settling or paying claims of any nature from sources of funds exclusive of those
deposited (or required to be deposited) in the Provider Pool.

     6.   Payment by WellCare of Settled Claims

          (a) WellCare will pay Provider  thirty percent (30%) of the Provider's
Settled Claims within ten (10) days of the Effective Date. If,  however,  thirty
percent (30%) of the  aggregate  Settled  Claims for all  providers  exceeds the
funds then in the Provider  Pool,  then  WellCare  will pay the Provider and all
other  providers  with Settled Claims on a pro rata basis from the funds then in
the Provider Pool and thereafter  pay the Provider and all other  providers with
Settled  Claims on a pro rata basis every  thirty days (30)  thereafter  for the
period in which the Provider Pool is in effect.  WellCare represents to Provider
that providers  with Settled Claims shall all receive  payment from the Provider
Pool based upon the same proportion of their Settled Claims. Notwithstanding the
foregoing,  in no case shall Provider  receive less than thirty percent (30%) of
the amount of its Settled Claims within six (6) months of the Effective Date and
Provider  shall  continue  to have  the  right  to  bill  WCNY  members  for all
applicable copayments,  coinsurance and non-covered services relating to Settled
Claims to the extent  permitted  under the  applicable  health plan and provider
agreement,  and WellCare shall provide Provider with necessary  documentation to
bill the member accordingly.  Notwithstanding anything to the contrary contained
herein,  WellCare shall have the right to recoup,  without any right of set-off,
any amounts paid under this  Agreement to a Provider if the Provider  shall have
failed to be a participating provider in good standing with WellCare at any time
during  the  period  commencing  on the date  hereof  and ending on the date six
months  following  the date hereof,  and in such case of recoupment by WellCare,
this Agreement shall be null and void for all purposes.  The foregoing condition
of a provider  agreement  shall not be applicable on or after the Effective Date
if Provider  has  terminated  the provider  agreement  for cause or WellCare has
terminated such provider agreement without cause.

          (b) WellCare will pay Provider an amount equal to five percent (5%) of
such Provider's Settled Claims on each of February 1, 2000, February 1, 2001 and
February 1, 2002,  provided,  however,  Provider is at that time a participating
provider in good standing with WellCare.  The foregoing  condition of a provider
agreement  shall not be  applicable  if Provider  has  terminated  the  provider
agreement for cause or WellCare has terminated such provider  agreement  without
cause.  The Parties  understand and acknowledge  that no such payment under this
Section 6(b) shall be made from the Provider Pool.

          (c) Subject to regulatory  approvals and in accordance with applicable
law,  including the federal  securities  laws, the Provider may elect to receive
WCMG  common  stock in lieu of one or more of the annual  payments  set forth in
Section 6(b).  The price at which the WCMG common stock shall be valued shall be
the greater of the price of such common  stock for the twenty (20)  trading days
ending on February 2nd of the calendar year immediately preceding the applicable
payment date or $1.00 per share. Each Provider  receiving such WCMG common stock
shall agree to transfer  restrictions  on such shares for a mutually agreed upon
period  after  issuance,  but not to  exceed  six (6)  months.  In the event the
Provider  elects to receive  WCMG common  stock in lieu of a cash  payment,  the
Parties  agree to  cooperate  and use  their  best  efforts  to reach  agreement
regarding  the terms and  conditions of such receipt of WCMG  securities  and to
accomplish the foregoing.

     7.   Mutual Releases

          (a) Provider  together with its  subsidiaries,  affiliates,  officers,
directors,   shareholders,   employees,   agents,  attorneys,   representatives,
successors and assigns ("Provider Releasor"), hereby releases and discharges the
WellCare  Parties,  together  with their  respective  subsidiaries,  affiliates,
directors,   shareholders,   employees,   agents,  attorneys,   representatives,
successors and assigns  ("WellCare  Releasees")  from (i) all  indebtedness  and
other  financial  obligations  arising  from the  provision  of services by each
Provider to members of WCNY in any  product  line on or before  April 30,  1999,
including  any  prospective  adjustments  pursuant  to the New York  Health Care
Reform Act ("NYCRA") for services  rendered  prior to May 1, 1999,  and (ii) all
actions,  causes  of  action,  suits,  debts,  dues,  sums of  money,  accounts,
reckonings,  bonds, bills,  specialties,  covenants,  contracts,  controversies,
agreements,  promises, variances,  trespasses, rights to contribution,  damages,
judgments,  extends,  executions,   claims,  and  demands  whatsoever,  in  law,
admiralty or equity, which each Provider Releasor ever had, now has or hereafter
can, shall or may have against the WellCare Releasees, for upon, or by reason of
any matter,  cause or things  whatsoever  relating to the matters referred to in
(a)(i)  above  from the  beginning  of the  world to the day of the date of this
Agreement or arising  hereafter as a result of or in connection with the matters
referred to in (a)(i) above. The foregoing release expressly excludes any claims
for payment that Provider may have against  independent  practice  associations,
including  but not limited to those  owned by  Primergy,  Inc.,  and other third
parties (such as Merit Behavioral  Services,  Access Managed  Healthcare,  Block
Vision,  New York Medical  Imaging,  PharmaCare  and  Laboratory  Corporation of
America)  that have  contracted  with  WellCare to provide or to arrange for the
provision of certain health care services (e.g., physician services or specialty
"carve-out"  services,  such as mental health services,  chiropractic  services,
laboratory  services or pharmacy  services) to HMO members of WCNY and expressly
excludes any action,  suits,  claims or demands arising from medical malpractice
or negligence.

          (b) Each Provider Releasor  represents to the WellCare  Releasees that
none of the  liabilities,  claims,  causes of actions,  costs or demands  herein
released has been assigned to any person or entity.

          (c) Each Provider Releasor acknowledges that it may hereafter discover
facts  different from, or in addition to, those that it now believes to be true,
with respect to all or any of the liabilities,  claims,  causes or action, costs
or demands herein released but  nevertheless  agrees that the releases set forth
herein  shall be and  remain  effective  in all  respects,  notwithstanding  the
discovery of such different or additional facts.

          (d) Each  Provider  Releasor  is  forever  barred  and  enjoined  from
commencing,  instituting or prosecuting any action or other adversary proceeding
in any court of law or equity,  arbitration  tribunal,  or administrative forum,
directly or  representatively,  against the WellCare  Releasees  with respect to
any, some or all of the Settled Claims; provided however, each Provider Releasor
and the WellCare  Releasees  retain all rights and remedies to enforce the terms
of this Agreement.

          (e) The WellCare Parties together with their respective  subsidiaries,
affiliates,  officers,  directors,  shareholders,  employees, agents, attorneys,
representatives,  successors and assigns  ("WellCare  Releasors") hereby release
and   discharge   Provider   and  its   subsidiaries,   affiliates,   directors,
shareholders,  employees,  agents,  attorneys,  representatives,  successors and
assigns  ("Provider  Releasee")  from (i) all  indebtedness  and other financial
obligations  arising  from the  provision  of services by Provider to members of
WCNY in any product line on or before April 30, 1999,  including any prospective
adjustments  pursuant to the NYCRA for services  rendered  prior to May 1, 1999,
and (ii) all  actions,  causes of action,  suits,  debts,  dues,  sums of money,
accounts,   reckonings,   bonds,  bills,  specialties,   covenants,   contracts,
controversies,   agreements,   promises,   variances,   trespasses,   rights  to
contribution,  damages,  judgments,  extends,  executions,  claims,  and demands
whatsoever,  in law, admiralty or equity, which the WellCare Releasors ever had,
now have or hereafter can, shall or may have against each Provider Releasee, for
upon,  or by reason of any matter,  cause or things  whatsoever  relating to the
matters  referred to in (e)(i) above from the  beginning of the world to the day
of the  date of  this  Agreement  or  arising  hereafter  as a  result  of or in
connection with the matters referred to in (e)(i) above.  The foregoing  release
expressly  excludes  any claims  for  payment  that  WellCare  may have  against
independent practice  associations,  including but not limited to those owned by
Primergy,  Inc.,  and other third  parties (such as Merit  Behavioral  Services,
Access Managed  Healthcare,  Block Vision, New York Medical Imaging,  PharmaCare
and  Laboratory  Corporation of America) that have  contracted  with WellCare to
provide or to arrange for the provision of certain  health care services  (e.g.,
physician  services or specialty  "carve-out"  services,  such as mental  health
services,  chiropractic  services,  laboratory services or pharmacy services) to
HMO members of WCNY and expressly excludes any action,  suits, claims or demands
arising from medical malpractice or negligence.

          (f) The WellCare  Releasors  represent to each Provider  Releasee that
none of the  liabilities,  claims,  causes of actions,  costs or demands  herein
released has been assigned to any person or entity.

          (g)  The  WellCare  Releasors  acknowledge  that  they  may  hereafter
discover facts different from, or in addition to, those that they now believe to
be true,  with  respect  to all or any of the  liabilities,  claims,  causes  or
action,  costs or  demands  herein  released  but  nevertheless  agree  that the
releases  set  forth  herein  shall be and  remain  effective  in all  respects,
notwithstanding the discovery of such different or additional facts.

          (h) The  WellCare  Releasors  are  forever  barred and  enjoined  from
commencing,  instituting or prosecuting any action or other adversary proceeding
in any court of law or equity,  arbitration  tribunal,  or administrative forum,
directly or representatively, against any Provider Releasee with respect to any,
some or all of Settled Claims; provided however, the WellCare Releasors and each
Provider  Releasee  retain all rights and  remedies to enforce the terms of this
Agreement.

          (i) Nothing  contained  herein shall be deemed to create any rights or
benefits, or constitutes a release of any kind whatsoever, for any non-Party.

     8.   Representations and Warranties of the Parties

          (a)  WellCare  represents  and  warrants  that the  execution  of this
Agreement and the  consummation by it of the  transactions  contemplated  hereby
have been duly authorized by all necessary corporate action and will not violate
the  provisions  of  its  certificate  of  incorporation  or  by-laws  or of any
agreement,  law, rule,  regulation or other commitment to which it is a party of
and by which it is bound.

          (b) Provider  represents and warrants that, to the extent  applicable,
the execution of this Agreement and the  consummation by it of the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and will not violate the  provisions  of its  certificate  of  incorporation  or
by-laws or of any agreement,  law, rule, regulation or other commitment to which
it is a party of and by which it is bound.

     9.   Termination of Settlement

          (a) The Parties agree that this  Agreement is binding and  irrevocable
(unless terminated pursuant to this Section 9 or as provided in Sections 1 and 2
herein) regardless of future events or changed  circumstances of WellCare or any
of its subsidiaries or affiliates, and the Parties agree that the agreements and
covenants  contained  herein are fair,  reasonable  and  adequate,  and WellCare
believes  that the  agreements  and covenants  contained  herein are in the best
interests  of  WellCare  and  its  subsidiaries,  affiliates,  shareholders  and
creditors.

          (b) If this  Agreement  shall not be  approved  by SID and DOH then in
either  of these  events,  this  Agreement  shall  become  null and void for all
purposes and all  negotiations,  transactions and proceedings  connected with it
(i) shall be without  prejudice  to the  rights of any Party,  (ii) shall not be
deemed or construed as evidence or an admission or a concession  by any Party of
any fact, matter or thing; and (iii) shall not be admissible in evidence or used
in any action or proceeding.

          (c) If  WellCare is unable to fund the  Provider  Pool with an initial
balance  of not less than Ten  Million  Dollars  ($10,000,000)  for any  reason,
including  but not limited to the failure to  consummate  the Patel  Transaction
and/or the failure to  consummate  the GHI  Transaction,  this  Agreement  shall
become null and void for all purposes  and all  negotiations,  transactions  and
proceedings  connected  with it (i) shall be without  prejudice to the rights of
any party,  (ii) shall not be deemed or construed as evidence or an admission or
a concession by any party of any fact,  matter or thing;  and (iii) shall not be
admissible in evidence or used in any action or proceeding.

          (d) If a case  is  commenced  in  respect  to  WellCare  or any of its
subsidiaries   or   affiliates   under  Title  11  of  the  United  States  Code
(Bankruptcy),  or a trustee,  receiver or conservator,  or the like is appointed
under Article 74 of the New York Insurance Law or any similar law, or by SID, or
any other  regulatory  body, and in the event of the entry of a final order of a
court  of  competent  jurisdiction  determining  the  transfer  of  money to the
Provider  Pool  and/or to the  Provider  in payment of a Settled  Claim,  or any
portion thereof, on behalf of WellCare to be a preference,  voidable transfer or
fraudulent  transfer or similar  transaction and any portion thereof is required
to be returned,  then  WellCare may move a court of  competent  jurisdiction  to
vacate and set aside this  Agreement and the releases  contained  herein,  which
Agreement and releases shall be null and void, and the Parties shall be returned
to their respective  positions as of April 30, 1999 and any payments made to the
Provider  shall be returned to WellCare.  In any such event (or otherwise  under
any such  bankruptcy  or similar  proceeding),  the debt owed by WellCare or its
estate  to the  Provider  shall not be  valued  on the  basis of  payments  made
pursuant to sections 6(a) and (b) hereunder.

          (e) Upon a default by WellCare  in respect of any  payment  coming due
hereunder ("Default"),  and unless such Default shall be cured within forty (40)
days after written notice thereof by fax and by certified  mail,  return receipt
requested, sent to:

          President and Chief Executive Officer
          WellCare of New York, Inc.
          PO Box 4059
          Kingston, New York 12402

          with a copy to:

          Seth I. Truwit, Esq.
          Epstein Becker & Green, P.C.
          250 Park Avenue
          New York, NY 10177

          and a copy to:

          Sandip Patel, Esq.
          Patel, Moore & O'Connor, PA
          2240 Belle Air Road
          Suite 160
          Clearwater, FL 33764

Provider shall be entitled, upon not less than ten (10) days' notice to DOH, SID
and WellCare that Wellcare is in Default under the terms of this  Agreement,  to
seek appropriate judicial relief for payments due under this Agreement.

     10.  Miscellaneous

          (a)  This  Agreement  is a  compromise  disposing  of  claims  of each
Provider,  some or all of which  may be  controverted.  This  Agreement  and all
negotiations  and  statements in connection  herewith  shall not be in any event
construed as or deemed to be evidence or an admission or  concession on the part
of any Party of any liability whatever,  and shall not be offered or received in
evidence in any action or proceeding  in any court or other  tribunal or used in
any way as an admission, concession or evidence of any liability by any party.

          (b) This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New York  applicable  to a contracts  executed and
performed  in  such  State,  without  giving  effect  to the  conflicts  of laws
principles thereof.

          (c) The Parties to this Agreement  hereby consent to the  jurisdiction
of the  courts of the State of New York and the  federal  courts  setting in New
York over them in any action to enforce this Agreement or any provision thereof.

          (d) Each of the Parties has received independent legal advice from its
attorneys with respect to the  advisability  of entering into this Agreement and
the releases  contained herein.  Each of the Parties has made such investigation
of the facts  pertaining to this Agreement and the releases herein and all other
matters pertaining thereto as it deems necessary.

          (e) Each of the  Parties  to this  Agreement  acknowledges  that  this
Agreement  is reached  solely in relation to the  subject  matter  herein and no
agreement  reached herein shall constitute an admission or evidence in any other
matter among the parties to this  Agreement or in any other matter or proceeding
in which any of the parties may be or become involved.

          (f) Each of the Parties  agrees to execute or cause  their  counsel to
execute any additional  documents and take any further  action which  reasonably
may be required in order to consummate this Agreement,  or otherwise fulfill the
obligations  of the Parties  hereunder.  Each party is to bear its own costs and
attorney's fees incurred in connection with any such additional action.

          (g) This  Agreement  represents  and  expresses  the entire  agreement
between the Parties  with  respect to the subject  matter  hereof and may not be
modified  or amended  except in a writing  signed by WellCare  and the  affected
Provider,  so long as such  modification or amendment does not adversely  effect
other  providers with respect to the payment of Settled Claims from the Provider
Pool or for payments similar to those set forth in Section 6(b).

          (h) This  Agreement and the releases  contained  herein  supersede any
prior agreement or release with respect to the subject matter hereof.

          (i) This Agreement shall be binding on and inure to the benefit of the
Parties and their respective successors, administrators or assigns, and upon any
corporation or other entity into or with which any Party may merge,  consolidate
or reorganize.  This Agreement and the releases  contained  herein is limited to
the  Parties,  the Provider  Releasors,  the  Provider  Releasees,  the Wellcare
Releasors and the Wellcare  Releasees and any other third party  beneficiary  of
this Agreement and the releases contained herein is expressly excluded.

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

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


<PAGE>


     IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the day
and year first above written.

PROVIDER                                THE WELLCARE MANAGEMENT
                                        GROUP, INC.



By:___________________________          By:  /s/ Craig Dupont
Title:________________________               -----------------------------
Address:______________________          Craig Dupont
        ______________________          Acting Chief Executive Officer
                                        Park West/Hurley Avenue Extension
                                        Kingston, NY 12401


SANDIP PATEL, ESQ.                      WELLCARE OF NEW YORK, INC.


By:  /s/ Sandip Patel, Esq.             By:  /s/ Mary Lee Campbell-Wisley
     -------------------------               -----------------------------
Sandip Patel, Esq.                      Mary Lee Campbell-Wisley
Attorney for Kiran C. Patel, M.D.,      Chief Executive Officer
F.A.C.C.                                Park West/Hurley Avenue Extension
                                        Kingston, NY 12401
                                        (914) 334-4000


MEDICAL SOCIETY OF THE STATE
OF NEW YORK


By:  /s/ Donald R. Moy, Esq.
     -------------------------
     Donald R. Moy, Esq.
     General Counsel


<PAGE>


                                    EXHIBIT A



Name and Address of Provider                           Settled Claim Amount
----------------------------                           --------------------



<PAGE>


                                                                  SCHEDULE "C-2"


                              SETTLEMENT AGREEMENT

     SETTLEMENT  AGREEMENT (the "Agreement") dated May __, 1999 by and among THE
WELLCARE  MANAGEMENT GROUP, INC., a New York corporation  ("WCMG"),  WELLCARE OF
NEW  YORK,  INC.,  a New  York  corporation  ("WCNY"  and  together  with  WCMG,
"WellCare"),   and  KIRAN  C.  PATEL  ("Dr.  Patel")  (WellCare  and  Dr.  Patel
collectively,  the "WellCare Parties"),  and HEALTHCARE  ASSOCIATION OF NEW YORK
STATE ("HANYS"),  NORTHERN METROPOLITAN HOSPITAL ASSOCIATION  ("NORMET") and the
member  hospital of HANYS and/or NORMET  specified on the signature page of this
Agreement  ("Hospital") (WCMG, WCNY, Dr. Patel, HANYS, NORMET and Hospital being
referred to individually as a "Party" and collectively as the "Parties").

     WHEREAS,  WCMG  has  signed a  letter  of  intent  with  Dr.  Patel,  for a
transaction that would,  among other things,  encompass an equity  investment in
WellCare by Dr. Patel or an affiliate (the "Patel Transaction");

     WHEREAS,  the  Board of  Directors  of WCNY,  a New York  certified  health
maintenance  organization  ("HMO"),  has approved the sale of its New York State
based commercial business to Group Health Incorporated (the "GHI Transaction");

     WHEREAS,  WellCare and Dr. Patel  contemplate  that all or a portion of the
equity  investment  provided through the Patel  Transaction and all of the funds
obtained  through the GHI Transaction will be pooled with certain current assets
of WCNY and made available to satisfy claims by providers for services  rendered
through April 30, 1999;

     WHEREAS,  WCNY has agreed to a consent to rehabilitation in which the State
of New  York has the  right  to  commence  court  proceedings  and have an order
entered  into that  would  give the  State of New York the  right to assume  the
operation of WCNY;

     WHEREAS,  the WellCare  Parties and the Hospital  desire,  and are mutually
willing,  to enter into this  Agreement  for the purpose of settling any and all
disputes, claims and controversies, as described further below, between WellCare
and the Hospital,  relating to the payment for services provided by the Hospital
prior to May 1, 1999 to HMO members of WCNY; and

     WHEREAS,  HANYS and NORMET have  entered  into this  Agreement  in order to
assist  their  respective  member  hospitals  in the  resolution  of such member
hospitals' claims against WellCare,  with the express understanding that neither
HANYS nor NORMET has  authority to bind its member  hospitals and that each such
member hospital shall be required to separately  execute this Agreement if it is
to be binding on such member hospital.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
agreements herein, the Parties agree as follows:

     1.   Regulatory Approvals

          This  Agreement  and the terms and  conditions  contained  herein  are
subject to the approval of the New York State Insurance  Department  ("SID") and
the New York State  Department of Health ("DOH").  As soon as  practicable,  the
Parties shall jointly seek approval of this  Agreement  from SID and DOH, and in
accordance  with  Section  10(f),  the  Parties  agree to execute or cause their
counsel to execute any  additional  documents and take any further  action which
may be reasonably required in order to facilitate such regulatory approval.

     2.   Conditions to Effectiveness

          This Agreement shall become effective (the "Effective Date") only upon
the satisfaction of each and all of the following conditions:

          (a) Regulatory approvals as set forth in Section 1, no later than July
15, 1999;

          (b) The deposit of a minimum of Ten Million Dollars  ($10,000,000)  in
the Provider Pool (as defined below) (the "Initial Funding Date"), no later than
July 15, 1999; and

          (c) Agreement by WellCare and Hospital as to the amount of its Settled
Claims  (defined  below)  within  thirty  (30) days  following  the date of this
Agreement;

provided  however that Sections 1, 4, 8, 9 and 10 hereof shall become  effective
immediately.  WellCare  shall  provide  Hospital  with  written  notice  of  the
Effective  Date of this Agreement no later than five (5) business days after all
of the foregoing conditions have been satisfied.

     3.   Settled Claims

          "Settled  Claims"  means  the  dollar  amount  of all  claims  against
WellCare  by a  health  care  provider  that has  signed  this  Agreement  or an
agreement with substantially similar terms and conditions, for services rendered
to HMO members of WCNY in any product  line prior to May 1, 1999 and received by
WellCare  within  thirty (30) days  following  the date  hereof,  determined  as
follows:  (i) total  adjudicated  claims as  determined by WellCare on or before
April 30,  1999,  namely,  claims  received by WellCare and approved as properly
payable,  and (ii) all other  claims  (comprised  of pended  claims and disputed
claims) submitted in good faith and adjudicated in good faith by WellCare within
thirty  (30)  days  following  the  date  hereof  at  fifty  percent  (50%) of a
hospital's or other provider's submitted charges. For purposes of clarification,
"Settled  Claims"  shall not include  any claims for payment  that a health care
provider may have against independent practice  associations,  including but not
limited to those owned by Primergy, Inc., and other third parties (such as Merit
Behavioral Services,  Access Managed Healthcare,  Block Vision, New York Medical
Imaging,  PharmaCare and Laboratory Corporation of America) that have contracted
with WellCare to provide or to arrange for the provision of certain  health care
services (e.g.,  physician services or specialty "carve-out"  services,  such as
mental health services,  chiropractic services,  laboratory services or pharmacy
services) to HMO members of WCNY.

     4.   Exchange of Information and Confidentiality; Litigation Stay

          (a) In connection with the execution of this  Agreement,  WellCare has
provided  Garfunkel,  Wild & Travis,  P.C.,  as counsel to HANYS and  NORMET,  a
hospital  specific  summary of amounts  owed for payable  and pended  claims for
services  provided by member  hospitals of HANYS and/or NORMET to HMO members of
WCNY  prior to May 1,  1999  that have not been  paid  according  to  WellCare's
records.

          (b) Garfunkel,  Wild & Travis,  P.C. has agreed to confirm the amounts
contained in said list of all claims for services  provided prior to May 1, 1999
with the  Hospital  and to obtain  from the  Hospital  its  statement  of unpaid
(including  disputed)  WellCare claims based on its records.  Garfunkel,  Wild &
Travis, P.C. has agreed to provide said information to WellCare and the Hospital
as soon as  practicable.  If there is any  disagreement as to the Settled Claims
amount  the  Parties  shall,  in  good  faith,   attempt  to  resolve  any  such
disagreements within thirty (30) days following the date hereof.

          (c)  Upon the  determination  of and  agreement  by  WellCare  and the
Hospital as to the Settled Claims for Hospital,  WellCare shall provide Hospital
with a statement of its Settled  Claims and the minimum amount to which Hospital
is entitled to payment from the Provider Pool, i.e., thirty percent (30%) of the
Settled Claims.  Upon  Hospital's  acceptance  thereof,  such statement shall be
annexed as Exhibit A to this Agreement.

          (d) Garfunkel, Wild & Travis, P.C. agrees to provide the Hospital with
specific information relating only to the Hospital (and no other member hospital
in HANYS or NORMET) and further  agrees not to share such  information  with any
other hospital  clients or third parties,  except to the extent required by law,
or with the prior  written  consent of WellCare,  which consent may be denied in
WellCare's sole discretion.  Notwithstanding  the foregoing,  Garfunkel,  Wild &
Travis,  P.C. may provide any and all such  information  to HANYS and NORMET and
their  respective  officers,   directors,   employees  and  agents  ("Authorized
Agents"),  provided,  however,  HANYS and NORMET and their respective Authorized
Agents hereby agree to similarly  maintain the  confidentiality of such Hospital
specific  information as set forth herein.  Such Hospital  specific  information
shall be used solely to assist the Hospital in the  determination of the Settled
Claims.

          (e) The Parties each agree that they will not  commence,  institute or
prosecute  any  action  or other  adversary  proceeding  in any  court of law or
equity, arbitration tribunal, or administrative forum ("Litigation") against any
other Party on or after the date hereof  relating to or  concerning  the subject
matter of this Agreement,  except (i) following termination of this Agreement as
provided in Section 9 or (ii) following  July 15, 1999 if this  Agreement  shall
not have become effective by such date for failure to satisfy the conditions set
forth in Section 2 or (iii) if a case is commenced in respect to WellCare or any
of its  subsidiaries  or  affiliates  under  Title 11 of the United  States Code
(Bankruptcy),  or a trustee,  receiver or  conservator  or the like is appointed
under Article 74 of the New York Insurance Law or any similar law, or by SID, or
any other regulatory body, any Party may appear and participate in any such case
or proceeding. The Parties further agree to take whatever steps are necessary to
stay any Litigation  during the period between the date hereof and the Effective
Date and thereafter  take whatever  steps are necessary to discontinue  any such
Litigation with prejudice.

     5.   Establishment of Settlement Fund

          (a) A pool of funds (the "Provider Pool") shall be established  solely
to pay Settled Claims of the Hospital and all other providers which have entered
into settlement  agreements  containing terms similar to those contained in this
Agreement.  The  Provider  Pool  shall  be  established  in  a  segregated  cash
collateral account prior to the Effective Date at a bank mutually  acceptable to
WellCare  and  Garfunkel  Wild & Travis,  P.C.,  as counsel to HANYS and NORMET,
which bank shall have had no prior  dealings with  WellCare).  The Provider Pool
shall not be  disbursed  except in  accordance  with  this  Agreement  (or other
similar  settlement   agreement).   The  Provider  Pool  account  shall  contain
irrevocable  instructions  concerning deposits and withdrawals from the Provider
Pool, which shall be agreed to by Garfunkel,  Wild & Travis, P.C., as counsel to
HANYS and NORMET,  and WellCare  prior to the Effective  Date,  and which may be
modified  only with the prior written  approval of both WellCare and  Garfunkel,
Wild & Travis, P.C., as counsel to HANYS and NORMET, or at the direction of SID.
The  Parties  recognize  and agree  that  deposits  into and  payments  from the
Provider  Pool may be  subject  to audit or review  by SID and other  regulatory
agencies having jurisdiction over WellCare. In addition,  HANYS and/or NORMET or
their  agents or  representatives,  shall  have the right to audit or review the
Provider  Pool, the cost of the first of which audit or review shall be borne by
WellCare and the cost of any and all subsequent audits or reviews shall be borne
by HANYS and/or NORMET. The results of such audit or review shall be distributed
to all Parties.  The Parties  agree to  cooperate  with each other to the extent
reasonably necessary to carry out the provisions of this Section 5(a).

          (b) The Provider  Pool shall have an initial  balance of not less than
Ten Million Dollars  ($10,000,000)  by the Effective Date and shall be comprised
of proceeds from the Patel Transaction and/or GHI Transaction.  In addition, the
Provider  Pool shall be  supplemented  by an amount equal to 80% of all proceeds
from  accounts  receivables  of WCNY which were or should have been  recorded in
accordance with generally accepted accounting  principles (GAAP) as of April 30,
1999 (the  "Accounts  Receivable")  to the extent such proceeds are collected by
WellCare during the period commencing on May 1, 1999 and ending on the date that
the Provider Pool is no longer in effect.  HANYS and/or NORMET,  or their agents
or representatives,  shall have the right, subject to compliance with applicable
law,  to examine  and make  copies of and  abstracts  from all  books,  records,
computer  media and  documents  in the  possession  of WellCare  relating to the
Accounts  Receivable,  subject to the  confidentiality  provisions  contained in
section  4(d).  If the  amounts  deposited  in the  Provider  Pool  shall in the
aggregate exceed Ten Million Dollars  ($10,000,000) (the amount so exceeding Ten
Million Dollars  ($10,000,000) being the "Excess"),  the Excess may be withdrawn
from the Provider Pool and retained by WellCare for purposes of maintaining  its
statutory  reserves in  accordance  with  applicable  law, but in no event shall
WellCare be entitled to withdraw from the Provider Pool and retain more than Two
Million Five Hundred Thousand Dollars  ($2,500,000) for such purpose. Any Excess
beyond that amount  required  for  statutory  reserves  shall be retained in the
Provider Pool.

          (c) In the event that the amount equal to thirty  percent (30%) of the
aggregate  Settled  Claims for all  providers  (excluding  the five percent (5%)
payments to providers  described in Section  6(b)),  is greater than Ten Million
Dollars ($10,000,000), but does not exceed Twelve Million Dollars ($12,000,000),
subject  to Section  5(b),  WellCare  shall  deposit  additional  funds into the
Provider Pool to make up the  shortfall,  to the extent  WellCare has sufficient
funds and requisite  regulatory authority to so act. In the event WellCare lacks
sufficient  funds  and/or  requisite   regulatory   authority  to  deposit  such
additional  funds in the Provider  Pool,  Dr.  Patel will provide  funds in such
amount necessary to pay the thirty percent (30%) of the aggregate Settled Claims
for all providers, not to exceed a total Provider Pool balance of Twelve Million
Dollars ($12,000,000).

          (d) In the  event the  amount  equal to  thirty  percent  (30%) of the
aggregate  Settled  Claims for all  providers  (excluding  the five percent (5%)
payments to providers  described in Section 6(b)) is greater than Twelve Million
Dollars  ($12,000,000),  then  the  amount  required  to be  deposited  into the
Provider Pool in excess of Twelve Million Dollars ($12,000,000) shall be paid by
WellCare;  provided, however, that WellCare will be permitted to reduce pro rata
the amount of the Hospital's  remaining  three (3) payments of five percent (5%)
as set forth in Section 6(b) below (and all other  providers with Settled Claims
who may receive a similar payment) to the extent that WellCare's payments exceed
Twelve Million Dollars  ($12,000,000),  and provided,  however, in no case shall
Hospital receive less than thirty percent (30%) of its Settled Claims under this
Agreement.

          (e) In the event a balance  remains in the Provider Pool as of six (6)
months after the Effective  Date, then such balance will be distributed pro rata
to the Hospital and other providers which have entered into agreements to settle
their Settled Claims, based upon the amounts of their respective Settled Claims.

          (f) Each health care  provider  that has Settled  Claims  shall have a
security  interest  for the benefit of all health care  providers  with  Settled
Claims, which shall be a first priority lien with respect to the proceeds due to
WellCare from the Patel  Transaction  and/or GHI  Transaction and all amounts in
the Provider  Pool, and a second  priority lien on and security  interest in the
Accounts Receivable, except to the extent there is no other lien on the Accounts
Receivable as of the date of this  Agreement,  the security  interest shall be a
first priority lien. It shall be the  responsibility of such providers to timely
and properly  prepare and deliver the  necessary  documents for signature by all
necessary  parties,  and thereafter cause the appropriate  filings to be made to
perfect such security  interests,  including,  without  limitation,  a financing
statement in the form  approved by  Garfunkel,  Wild & Travis,  P.C. The Parties
shall  cooperate  with each other in the  preparation  of any and all  documents
necessary  to give  effect to such  security  interest  and such other terms and
obligations hereunder.

          (g) Nothing  contained herein shall prohibit or restrict WellCare from
settling or paying claims of any nature from sources of funds exclusive of those
deposited (or required to be deposited) in the Provider Pool.

     6.   Payment by WellCare of Settled Claims

          (a) WellCare will pay Hospital  thirty percent (30%) of the Hospital's
Settled Claims within ten (10) days of the Effective Date. If,  however,  thirty
percent (30%) of the  aggregate  Settled  Claims for all  providers  exceeds the
funds then in the Provider  Pool,  then  WellCare  will pay the Hospital and all
other  providers  with Settled Claims on a pro rata basis from the funds then in
the Provider Pool and thereafter  pay the Hospital and all other  providers with
Settled  Claims on a pro rata basis every  thirty days (30)  thereafter  for the
period in which the Provider Pool is in effect.  WellCare represents to Hospital
that providers  with Settled Claims shall all receive  payment from the Provider
Pool based upon the same proportion of their Settled Claims. Notwithstanding the
foregoing,  in no case shall Hospital  receive less than thirty percent (30%) of
the amount of its Settled Claims within six (6) months of the Effective Date and
Hospital  shall  continue  to have  the  right  to  bill  WCNY  members  for all
applicable copayments,  coinsurance and non-covered services relating to Settled
Claims to the extent  permitted  under the  applicable  health plan and provider
agreement,  and WellCare shall provide Hospital with necessary  documentation to
bill the member accordingly.  Notwithstanding anything to the contrary contained
herein,  WellCare shall have the right to recoup,  without any right of set-off,
any amounts paid under this  Agreement to a Hospital if the Hospital  shall have
failed to be a participating provider in good standing with WellCare at any time
during  the  period  commencing  on the date  hereof  and ending on the date six
months  following  the date hereof,  and in such case of recoupment by WellCare,
this Agreement shall be null and void for all purposes.  The foregoing condition
of a provider  agreement  shall not be applicable on or after the Effective Date
if Hospital  has  terminated  the provider  agreement  for cause or WellCare has
terminated such provider agreement without cause.

          (b) WellCare will pay Hospital an amount equal to five percent (5%) of
such Hospital's Settled Claims on each of February 1, 2000, February 1, 2001 and
February 1, 2002,  provided,  however,  Hospital is at that time a participating
provider in good standing with WellCare.  The foregoing  condition of a provider
agreement  shall not be  applicable  if Hospital  has  terminated  the  provider
agreement for cause or WellCare has terminated such provider  agreement  without
cause.  The Parties  understand and acknowledge  that no such payment under this
Section 6(b) shall be made from the Provider Pool.

          (c) Subject to regulatory  approvals and in accordance with applicable
law,  including the federal  securities  laws, the Hospital may elect to receive
WCMG  common  stock in lieu of one or more of the annual  payments  set forth in
Section 6(b).  The price at which the WCMG common stock shall be valued shall be
the greater of the price of such common  stock for the twenty (20)  trading days
ending on February 2nd of the calendar year immediately preceding the applicable
payment date or $1.00 per share. Each Hospital  receiving such WCMG common stock
shall agree to transfer  restrictions  on such shares for a mutually agreed upon
period  after  issuance,  but not to  exceed  six (6)  months.  In the event the
Hospital  elects to receive  WCMG common  stock in lieu of a cash  payment,  the
Parties  agree to  cooperate  and use  their  best  efforts  to reach  agreement
regarding  the terms and  conditions of such receipt of WCMG  securities  and to
accomplish the foregoing.

     7.   Mutual Releases

          (a) Hospital  together with its  subsidiaries,  affiliates,  officers,
directors,   shareholders,   employees,   agents,  attorneys,   representatives,
successors and assigns ("Hospital Releasor"), hereby releases and discharges the
WellCare  Parties,  together  with their  respective  subsidiaries,  affiliates,
directors,   shareholders,   employees,   agents,  attorneys,   representatives,
successors and assigns  ("WellCare  Releasees")  from (i) all  indebtedness  and
other  financial  obligations  arising  from the  provision  of services by each
Hospital to members of WCNY in any  product  line on or before  April 30,  1999,
including  any  prospective  adjustments  pursuant  to the New York  Health Care
Reform Act ("NYCRA") for services  rendered  prior to May 1, 1999,  and (ii) all
actions,  causes  of  action,  suits,  debts,  dues,  sums of  money,  accounts,
reckonings,  bonds, bills,  specialties,  covenants,  contracts,  controversies,
agreements,  promises, variances,  trespasses, rights to contribution,  damages,
judgments,  extends,  executions,   claims,  and  demands  whatsoever,  in  law,
admiralty or equity, which each Hospital Releasor ever had, now has or hereafter
can, shall or may have against the WellCare Releasees, for upon, or by reason of
any matter,  cause or things  whatsoever  relating to the matters referred to in
(a)(i)  above  from the  beginning  of the  world to the day of the date of this
Agreement or arising  hereafter as a result of or in connection with the matters
referred to in (a)(i) above. The foregoing release expressly excludes any claims
for payment that Hospital may have against  independent  practice  associations,
including  but not limited to those  owned by  Primergy,  Inc.,  and other third
parties (such as Merit Behavioral  Services,  Access Managed  Healthcare,  Block
Vision,  New York Medical  Imaging,  PharmaCare  and  Laboratory  Corporation of
America)  that have  contracted  with  WellCare to provide or to arrange for the
provision of certain health care services (e.g., physician services or specialty
"carve-out"  services,  such as mental health services,  chiropractic  services,
laboratory  services or pharmacy  services) to HMO members of WCNY and expressly
excludes any action,  suits,  claims or demands arising from medical malpractice
or negligence.

          (b) Each Hospital Releasor  represents to the WellCare  Releasees that
none of the  liabilities,  claims,  causes of actions,  costs or demands  herein
released has been assigned to any person or entity.

          (c) Each Hospital Releasor acknowledges that it may hereafter discover
facts  different from, or in addition to, those that it now believes to be true,
with respect to all or any of the liabilities,  claims,  causes or action, costs
or demands herein released but  nevertheless  agrees that the releases set forth
herein  shall be and  remain  effective  in all  respects,  notwithstanding  the
discovery of such different or additional facts.

          (d) Each  Hospital  Releasor  is  forever  barred  and  enjoined  from
commencing,  instituting or prosecuting any action or other adversary proceeding
in any court of law or equity,  arbitration  tribunal,  or administrative forum,
directly or  representatively,  against the WellCare  Releasees  with respect to
any, some or all of the Settled Claims; provided however, each Hospital Releasor
and the WellCare  Releasees  retain all rights and remedies to enforce the terms
of this Agreement.

          (e) The WellCare Parties together with their respective  subsidiaries,
affiliates,  officers,  directors,  shareholders,  employees, agents, attorneys,
representatives,  successors and assigns  ("WellCare  Releasors") hereby release
and   discharge   Hospital   and  its   subsidiaries,   affiliates,   directors,
shareholders,  employees,  agents,  attorneys,  representatives,  successors and
assigns  ("Hospital  Releasee")  from (i) all  indebtedness  and other financial
obligations  arising  from the  provision  of services by Hospital to members of
WCNY in any product line on or before April 30, 1999,  including any prospective
adjustments  pursuant to the NYCRA for services  rendered  prior to May 1, 1999,
and (ii) all  actions,  causes of action,  suits,  debts,  dues,  sums of money,
accounts,   reckonings,   bonds,  bills,  specialties,   covenants,   contracts,
controversies,   agreements,   promises,   variances,   trespasses,   rights  to
contribution,  damages,  judgments,  extends,  executions,  claims,  and demands
whatsoever,  in law, admiralty or equity, which the WellCare Releasors ever had,
now have or hereafter can, shall or may have against each Hospital Releasee, for
upon,  or by reason of any matter,  cause or things  whatsoever  relating to the
matters  referred to in (e)(i) above from the  beginning of the world to the day
of the  date of  this  Agreement  or  arising  hereafter  as a  result  of or in
connection with the matters referred to in (e)(i) above.  The foregoing  release
expressly  excludes  any claims  for  payment  that  WellCare  may have  against
independent practice  associations,  including but not limited to those owned by
Primergy,  Inc.,  and other third  parties (such as Merit  Behavioral  Services,
Access Managed  Healthcare,  Block Vision, New York Medical Imaging,  PharmaCare
and  Laboratory  Corporation of America) that have  contracted  with WellCare to
provide or to arrange for the provision of certain  health care services  (e.g.,
physician  services or specialty  "carve-out"  services,  such as mental  health
services,  chiropractic  services,  laboratory services or pharmacy services) to
HMO members of WCNY and expressly excludes any action,  suits, claims or demands
arising from medical malpractice or negligence.

          (f) The WellCare  Releasors  represent to each Hospital  Releasee that
none of the  liabilities,  claims,  causes of actions,  costs or demands  herein
released has been assigned to any person or entity.

          (g)  The  WellCare  Releasors  acknowledge  that  they  may  hereafter
discover facts different from, or in addition to, those that they now believe to
be true,  with  respect  to all or any of the  liabilities,  claims,  causes  or
action,  costs or  demands  herein  released  but  nevertheless  agree  that the
releases  set  forth  herein  shall be and  remain  effective  in all  respects,
notwithstanding the discovery of such different or additional facts.

          (h) The  WellCare  Releasors  are  forever  barred and  enjoined  from
commencing,  instituting or prosecuting any action or other adversary proceeding
in any court of law or equity,  arbitration  tribunal,  or administrative forum,
directly or representatively, against any Hospital Releasee with respect to any,
some or all of Settled Claims; provided however, the WellCare Releasors and each
Hospital  Releasee  retain all rights and  remedies to enforce the terms of this
Agreement.

          (i) Nothing  contained  herein shall be deemed to create any rights or
benefits, or constitutes a release of any kind whatsoever, for any non-Party.

     8.   Representations and Warranties of the Parties

          (a)  WellCare  represents  and  warrants  that the  execution  of this
Agreement and the  consummation by it of the  transactions  contemplated  hereby
have been duly authorized by all necessary corporate action and will not violate
the  provisions  of  its  certificate  of  incorporation  or  by-laws  or of any
agreement,  law, rule,  regulation or other commitment to which it is a party of
and by which it is bound.

          (b)  Hospital  represents  and  warrants  that the  execution  of this
Agreement and the  consummation by it of the  transactions  contemplated  hereby
have been duly authorized by all necessary corporate action and will not violate
the  provisions  of  its  certificate  of  incorporation  or  by-laws  or of any
agreement,  law, rule,  regulation or other commitment to which it is a party of
and by which it is bound.

     9.   Termination of Settlement

          (a) The Parties agree that this  Agreement is binding and  irrevocable
(unless terminated pursuant to this Section 9 or as provided in Sections 1 and 2
herein) regardless of future events or changed  circumstances of WellCare or any
of its subsidiaries or affiliates, and the Parties agree that the agreements and
covenants  contained  herein are fair,  reasonable  and  adequate,  and WellCare
believes  that the  agreements  and covenants  contained  herein are in the best
interests  of  WellCare  and  its  subsidiaries,  affiliates,  shareholders  and
creditors.

          (b) If this  Agreement  shall not be  approved  by SID and DOH then in
either  of these  events,  this  Agreement  shall  become  null and void for all
purposes and all  negotiations,  transactions and proceedings  connected with it
(i) shall be without  prejudice  to the  rights of any Party,  (ii) shall not be
deemed or construed as evidence or an admission or a concession  by any Party of
any fact, matter or thing; and (iii) shall not be admissible in evidence or used
in any action or proceeding.

          (c) If  WellCare is unable to fund the  Provider  Pool with an initial
balance  of not less than Ten  Million  Dollars  ($10,000,000)  for any  reason,
including  but not limited to the failure to  consummate  the Patel  Transaction
and/or the failure to  consummate  the GHI  Transaction,  this  Agreement  shall
become null and void for all purposes  and all  negotiations,  transactions  and
proceedings  connected  with it (i) shall be without  prejudice to the rights of
any party,  (ii) shall not be deemed or construed as evidence or an admission or
a concession by any party of any fact,  matter or thing;  and (iii) shall not be
admissible in evidence or used in any action or proceeding.

          (d) If a case  is  commenced  in  respect  to  WellCare  or any of its
subsidiaries   or   affiliates   under  Title  11  of  the  United  States  Code
(Bankruptcy),  or a trustee,  receiver or conservator,  or the like is appointed
under Article 74 of the New York Insurance Law or any similar law, or by SID, or
any other  regulatory  body, and in the event of the entry of a final order of a
court  of  competent  jurisdiction  determining  the  transfer  of  money to the
Provider  Pool  and/or to the  Hospital  in payment of a Settled  Claim,  or any
portion thereof, on behalf of WellCare to be a preference,  voidable transfer or
fraudulent  transfer or similar  transaction and any portion thereof is required
to be returned,  then  WellCare may move a court of  competent  jurisdiction  to
vacate and set aside this  Agreement and the releases  contained  herein,  which
Agreement and releases shall be null and void, and the Parties shall be returned
to their respective  positions as of April 30, 1999 and any payments made to the
Hospital  shall be returned to WellCare.  In any such event (or otherwise  under
any such  bankruptcy  or similar  proceeding),  the debt owed by WellCare or its
estate  to the  Hospital  shall not be  valued  on the  basis of  payments  made
pursuant to sections 6(a) and (b) hereunder.

          (e) Upon a default by WellCare  in respect of any  payment  coming due
hereunder ("Default"),  and unless such Default shall be cured within forty (40)
days after written notice thereof by fax and by certified  mail,  return receipt
requested, sent to:

          President and Chief Executive Officer
          WellCare of New York, Inc.
          PO Box 4059
          Kingston, New York 12402

          with a copy to:

          Seth I. Truwit, Esq.
          Epstein Becker & Green, P.C.
          250 Park Avenue
          New York, NY 10177

          and a copy to:

          Fredrick I. Miller, Esq.
          Garfunkel, Wild & Travis, P.C.
          111 Great Neck Road
          Great Neck, NY 11021

          and a copy to:

          Sandip Patel, Esq.
          Patel, Moore & O'Connor, PA
          2240 Belle Air Road
          Suite 160
          Clearwater, FL 33764

Hospital shall be entitled, upon not less than ten (10) days' notice to DOH, SID
and WellCare that Wellcare is in Default under the terms of this  Agreement,  to
file a  Confession  of  Judgment  against  WellCare,  in the  form  approved  by
Garfunkel,  Wild & Travis, P.C., for the full amount owed to Hospital under this
Agreement  under Section 6(a) and/or (b).  WellCare hereby consents to the entry
of such judgment  without further notice other than as provided in the preceding
sentence.  The  original  Confession  of  Judgment  shall be signed on behalf of
WellCare and held by counsel for the Hospital.

     10.  Miscellaneous

          (a)  This  Agreement  is a  compromise  disposing  of  claims  of each
Hospital,  some or all of which  may be  controverted.  This  Agreement  and all
negotiations  and  statements in connection  herewith  shall not be in any event
construed as or deemed to be evidence or an admission or  concession on the part
of any Party of any liability whatever,  and shall not be offered or received in
evidence in any action or proceeding  in any court or other  tribunal or used in
any way as an admission, concession or evidence of any liability by any party.

          (b) This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New York  applicable  to a contracts  executed and
performed  in  such  State,  without  giving  effect  to the  conflicts  of laws
principles thereof.

          (c) The Parties to this Agreement  hereby consent to the  jurisdiction
of the  courts of the State of New York and the  federal  courts  setting in New
York over them in any action to enforce this Agreement or any provision thereof.

          (d) Each of the Parties has received independent legal advice from its
attorneys with respect to the  advisability  of entering into this Agreement and
the releases  contained herein.  Each of the Parties has made such investigation
of the facts  pertaining to this Agreement and the releases herein and all other
matters pertaining thereto as it deems necessary.

          (e) Each of the  Parties  to this  Agreement  acknowledges  that  this
Agreement  is reached  solely in relation to the  subject  matter  herein and no
agreement  reached herein shall constitute an admission or evidence in any other
matter among the parties to this  Agreement or in any other matter or proceeding
in which any of the parties may be or become involved.

          (f) Each of the Parties  agrees to execute or cause  their  counsel to
execute any additional  documents and take any further  action which  reasonably
may be required in order to consummate this Agreement,  or otherwise fulfill the
obligations  of the Parties  hereunder.  Each party is to bear its own costs and
attorney's fees incurred in connection with any such additional action.

          (g) This  Agreement  represents  and  expresses  the entire  agreement
between the Parties  with  respect to the subject  matter  hereof and may not be
modified  or amended  except in a writing  signed by WellCare  and the  affected
Hospital,  so long as such  modification or amendment does not adversely  effect
other  providers with respect to the payment of Settled Claims from the Provider
Pool or for payments similar to those set forth in Section 6(b).

          (h) This Agreement shall be binding on and inure to the benefit of the
Parties and their respective successors, administrators or assigns, and upon any
corporation or other entity into or with which any Party may merge,  consolidate
or reorganize.  This Agreement and the releases  contained  herein is limited to
the  Parties,  the Hospital  Releasors,  the  Hospital  Releasees,  the Wellcare
Releasors and the Wellcare  Releasees and any other third party  beneficiary  of
this Agreement and the releases contained herein is expressly excluded.

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

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


<PAGE>


     IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the day
and year first above written.

GARFUNKEL, WILD & TRAVIS, P.C.                 THE WELLCARE MANAGEMENT
                                               GROUP, INC.


By: /s/ Frederick I. Miller, Esq.              By: /s/ Craig Dupont
---------------------------------              --------------------
Fredrick I. Miller, Esq.                       Craig Dupont
111 Great Neck Road                            Acting Chief Executive Officer
Great Neck, New York 11021                     Park West/Hurley Avenue Extension
(516) 393-2200                                 Kingston, NY 12401
Attorneys for Healthcare Association of New   (914) 334-4000
York State and Northern Metropolitan Hospital
Association


SANDIP PATEL, ESQ.                             WELLCARE OF NEW YORK, INC.


By: /s/ Sandip Patel, Esq.                     By: /s/ Mary Lee Campbell-Wisley
---------------------------                    --------------------------------
Sandip Patel, Esq.                             Mary Lee Campbell-Wisley
Attorney for Kiran C. Patel, M.D., F.A.C.C.    Chief Executive Officer
                           .                   Park West/Hurley Avenue Extension
                                               Kingston, NY 12401
                                               (914) 334-4000


<PAGE>


HOSPITAL


By: _____________________________
Title____________________________
Hospital_________________________


<PAGE>


                                    EXHIBIT A



Name and Address of Hospital                           Settled Claim Amount
----------------------------                           --------------------



<PAGE>


                                                                    SCHEDULE "D"

                       NOTIFICATION AND CONTROL AGREEMENT

     THIS NOTIFICATION AND CONTROL AGREEMENT (the "Agreement"), dated as of June
___, 1999, by and among The WellCare  Management Group, Inc. ("WCMG"),  WellCare
of New York,  Inc.  ("WCNY"which,  with WCMG, are  collectively  known herein as
"WellCare")  and the United  States Trust  Company of New York, a bank and trust
company  organized  under the New York  banking  law, in its  capacity as escrow
agent (the  "Escrow  Agent") and in its capacity as a bank (the "Bank") at which
WellCare maintains the Collateral Account.

     A.  WellCare  has  granted to the Escrow  Agent a security  interest in the
Collateral,  pursuant to, and as more particularly  described in, the Escrow and
Security  Agreement,  dated as of June __, 1999,  by and between  WellCare,  the
Escrow Agent,  Garfunkel,  Wild & Travis,  P.C.  ("GWT"),  counsel to Healthcare
Association  of New York State  ("HANYS")  and  Northern  Metropolitan  Hospital
Association  ("NORMET"),  on behalf of the member  hospitals of HANYS and NORMET
listed on Schedule "A" annexed thereto,  and The Medical Society of the State of
New York  ("MSSNY"),  on behalf of the providers  listed on Schedule "B" annexed
thereto  (as the  same may  hereafter  be  amended,  supplemented  or  otherwise
modified from time to time, the "Escrow  Agreement;" terms defined in the Escrow
Agreement and not otherwise defined herein are used herein as therein defined).

     B. Terms defined in Articles 8 and 9 of the Uniform  Commercial  Code as in
effect  in the  State  of New  York  (the  "UCC")  are  used in  this  Agreement
(including, without limitation,  paragraph A above) as defined in Articles 8 and
9, respectively, of the UCC.

     C.  Pursuant to the Escrow  Agreement,  the Escrow  Agent has  required the
execution and delivery of this Agreement.

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which are hereby  acknowledged,  and intending to be legally bound,  the parties
hereto agree and acknowledge as follows:

     1. Notice of Security Interest. WellCare and Escrow Agent are entering into
this  Agreement to perfect,  and confirm the first  priority lien of, the Escrow
Agent's security interest in the Collateral on behalf of the Secured Parties (as
defined in the Escrow Agreement). The Bank agrees to promptly make all necessary
entries or  notations  in its books and  records to reflect  the Escrow  Agent's
security  interest  in the  Collateral  and to apply  any value  distributed  on
account of any Collateral as provided in the Escrow  Agreement  without  further
consent  from  WellCare.  The Bank  acknowledges  that the Escrow Agent has sole
control over the Collateral  Account in accordance  with the terms of the Escrow
Agreement.

     2. Separate Account;  Escrow Agent Representations and Warranties.  (a) The
Escrow Agent hereby  instructs the Bank, and the Bank hereby confirms and agrees
that the Collateral Account is to be maintained separately at all times.

          (b) The  Escrow  Agent  hereby  represents  and  warrants  that it has
acquired its security  interest in, and security  entitlement to, the Collateral
for value and without notice of any adverse claim thereto.  Without limiting the
generality  of the  foregoing,  the  Collateral  is not,  to the Escrow  Agent's
knowledge,  subject  to any lien  granted  by the  Escrow  Agent in favor of any
securities intermediary (including,  without limitation, the Bank or the Federal
Reserve Bank of New York) and the Escrow Agent has not knowingly or purposefully
caused or permitted the  Collateral to become  subject to any lien created by or
arising through the Bank.

     3. Control.  The Bank hereby agrees, upon written direction from the Escrow
Agent and in  accordance  with the terms of the Escrow  Agreement,  and  without
further consent from WellCare, (a) to comply with all instructions,  entitlement
order and directions of any kind  originated by the Escrow Agent  concerning the
Collateral,  to liquidate or otherwise  dispose of the  Collateral as and to the
extent  directed  by the  Escrow  Agent  and pay over to the  Escrow  Agent  all
proceeds and other value therefrom or otherwise distributed with respect thereto
without any set off or  deduction,  and (b) except as otherwise  directed by the
Escrow Agent,  not to comply with the  instructions or directions of WellCare or
any other person.

     4. Other  Agreements;  Termination;  Successor Escrow Agent. The Bank shall
simultaneously send to the Escrow Agent,  WellCare,  GWT and MSSNY copies of all
notices given and statements rendered concerning the Collateral Account. So long
as the Escrow  Agreement  remains in effect,  the Bank shall not  terminate  the
Collateral  Account  without thirty (30) days' prior written notice to the other
parties thereto and the Escrow Agent.  In the event of any conflict  between the
provisions of this  Agreement and any other  agreement  governing the Collateral
Account,  the provisions hereof shall control.  In the event the Escrow Agent no
longer serves as Escrow Agent for the Collateral,  the Collateral  Account shall
be  transferred  to a successor  escrow agent  appointed in accordance  with the
terms of the  Escrow  Agreement,  provided  that  prior to such  transfer,  such
successor  escrow agent executes an agreement  that is in all material  respects
the same as this Agreement or is otherwise in form and substance satisfactory to
the Escrow Agent.

     5. Indemnity.  WCMG and WCNY shall jointly and severally indemnify and hold
the Escrow Agent and the Bank harmless from any and all losses, claims, damages,
liabilities,  expenses and fees,  including  reasonable counsel fees,  resulting
from the execution of or  performance  under this  Agreement and delivery by the
Escrow Agent of all or any part of the  Collateral  to the Bank pursuant to this
Agreement,  except  claims,  losses or  liabilities  resulting  from the  Escrow
Agent's or the Bank's  gross  negligence,  bad faith or  willful  misconduct  as
determined  by a  final  judgment  of a court  of  competent  jurisdiction.  The
provisions of this Section 5 shall survive the termination of this Agreement.

     6.  Protection  of Bank.  Except as required by Section 3 hereof,  the Bank
shall have no duty to determine that the amount and form of assets  constituting
Collateral comply with any applicable requirements.  The Bank may rely and shall
be  protected  in acting upon any notice,  instruction,  or other  communication
which it reasonably believes to be genuine and authorized.

     7.  Termination/Release  of  Collateral.  This  Agreement  shall  terminate
automatically  upon  receipt  by the  Bank of  written  notice  executed  by two
officers of the Escrow Agent  holding  titles of Vice  President or higher that:
(a) the Escrow Agreement has terminated,  and (b) all of the Collateral has been
released,  and  the  Bank  shall  thereafter  be  relieved  of  all  duties  and
obligations hereunder.

     8. Waiver and Subordination of Rights.  The Bank hereby waives its right to
set off any  obligations  of WellCare to the Bank against any or all assets held
by the Escrow  Agent as  Collateral,  and hereby  agrees that any and all liens,
encumbrances,  claims or security  interests which the Bank may have against the
Collateral,  either now or in the future are and shall be subordinate and junior
to the prior  payment in full of all  obligations  of WellCare  now or hereafter
existing  under the Settlement  Agreements (as defined in the Escrow  Agreement)
and all  other  documents  related  thereto  whether  for  principal,  interest,
indemnities, fees, premiums, expenses or otherwise. The Bank will not agree with
any third party that the Bank will comply with any instructions or directions of
any kind  concerning the  Collateral  originated by such third party without the
prior written  consent of the Escrow Agent.  Except for the claims and interests
of the Escrow Agent in the Collateral, the Bank does not know of any claim to or
security interest or other interest in the Collateral.

     9. Expenses.  WCMG and WCNY,  jointly and severally,  shall pay upon demand
all fees, costs and expenses (including reasonable fees and expenses of counsel)
of enforcing the Bank's rights and remedies upon any breach (by the Escrow Agent
or WellCare) of any of the provisions of this Agreement.

     10. Notices. All notices, demands, requests,  consents, approvals and other
communications  required or permitted  hereunder  must be in writing and will be
effective  upon  receipt  if  delivered  personally,  or if  sent  by  facsimile
transmission  with  confirmation  of  delivery,   or  by  nationally  recognized
overnight courier service with  confirmation of delivery,  to WellCare's and the
Escrow Agent's respective addresses as set forth in the Escrow Agreement, and to
the Bank's address as set forth below, or to such other address as any party may
give to the others in writing for such purpose.

     11.  Changes  in  Writing.  No  modification,  amendment  or  waiver of any
provision of this Agreement nor consent to any departure by any party  therefrom
will be effective unless made in writing signed by the parties hereto,  and then
such waiver or consent shall be effective only in the specific  instance and for
the purpose for which given.

     12.  Entire  Agreement.   This  Agreement   (including  the  documents  and
instruments  referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings,  both written and oral, among the
parties with respect to the subject matter hereof.

     13. Counterparts. This Agreement may be signed in any number of counterpart
copies  and by  the  parties  hereto  on  separate  counterparts  (including  by
facsimile  transmission),  but all such copies shall constitute one and the same
instrument.

     14.  Successors and Assigns.  This Agreement will be binding upon and inure
to the  benefit of the parties  hereto and their  respective  heirs,  executors,
administrators, successors and assigns.

     15.  Governing Law and  Jurisdiction.  This Agreement has been delivered to
and  accepted by the Escrow  Agent and will be deemed to be made in the State of
New York.  THIS AGREEMENT WILL BE INTERPRETED  AND THE RIGHTS AND LIABILITIES OF
THE PARTIES  HERETO  DETERMINED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW
YORK. Each of the parties hereby irrevocably submits for itself and its property
in any legal action or proceeding relating to this Agreement, or for recognition
and  enforcement of any judgment in respect  thereof,  to the exclusive  general
jurisdiction and venue of the courts of the State of New York, the courts of the
United States of America in New York, and appellate courts from any thereof.

     16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY
AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR CLAIM
(WHETHER  BASED ON CONTRACT,  TORT OR OTHERWISE) OF ANY NATURE  RELATING TO THIS
AGREEMENT,  ANY  DOCUMENTS  EXECUTED IN  CONNECTION  WITH THIS  AGREEMENT OR ANY
TRANSACTION   CONTEMPLATED  IN  ANY  OF  SUCH   DOCUMENTS.   EACH  PARTY  HERETO
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.


                                        THE WELLCARE MANAGEMENT GROUP, INC.



                                        By:  _____________________________
                                        Name:
                                        Title:


                                        WELLCARE OF NEW YORK, INC.



                                        By:  _____________________________
                                        Name:
                                        Title:


<PAGE>


                                        GARFUNKEL, WILD & TRAVIS, P.C.,
                                        as counsel to Healthcare  Association of
                                        New York State and Northern Metropolitan
                                        Hospital  Association,  on behalf of the
                                        Hospitals listed on Schedule "A" annexed
                                        hereto



                                        By:  _____________________________
                                        Name:     Fredrick I. Miller
                                        Title:    A Member of the Firm



                                        THE MEDICAL  SOCIETY OF THE STATE OF NEW
                                        YORK, on behalf of the Providers  listed
                                        on Schedule "B" annexed hereto



                                        By:  _____________________________
                                        Name:
                                        Title:


                                        UNITED STATES TRUST COMPANY OF NEW YORK



                                        By:_______________________________
                                        Name:
                                        Title:

                                        114 West 47th Street
                                        New York, New York 10036
                                        Additional Details for Bank Notice:


<PAGE>


                                                                    SCHEDULE "E"



<PAGE>


                                                                    SCHEDULE "F"

                     UNITED STATES TRUST COMPANY OF NEW YORK

                           WELLCARE COLLATERAL ACCOUNT



Escrow Agent

     Annual Administration Fee               $10,000



Extraordinary Services:


Extraordinary  services  or  those  not  specifically  contemplated  within  the
foregoing proposal may be subject to additional charges.



PST/pg
(rev:kk)