Exhibit 10.80


                            ASSET PURCHASE AGREEMENT


                                     BETWEEN


                           WELLCARE OF NEW YORK, INC.,


                                                                     the Seller,


                                       AND


                           GROUP HEALTH INCORPORATED,


     the Purchaser.


                            Dated as of May 20, 1999


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                                TABLE OF CONTENTS

<TABLE>
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1.       Definitions......................................................................................  1
         1.1      Defined Terms...........................................................................  1

2.       Purchase and Sale of Assets......................................................................  8
         2.1      Commercial Contracts....................................................................  8
         2.2      Provider Contracts......................................................................  8
         2.3      Contracts, Leases, Licenses, Permits, etc...............................................  8
         2.4      Medical Management Materials............................................................  8
         2.5      Intangible Assets.......................................................................  8
         2.6      Computer Systems and Software...........................................................  9
         2.7      Inventory and Supplies..................................................................  9
         2.8      Books and Records.......................................................................  9
         2.9      Insurance Proceeds......................................................................  9
         2.10     Other Assets............................................................................  9

3.       Excluded Assets..................................................................................  9
         3.1      Corporate Books and Certain Other Records............................................... 10
         3.2      Financial Assets........................................................................ 10
         3.3      Accounts Receivable..................................................................... 10
         3.4      Real Estate............................................................................. 10
         3.5      Certain Contractual Rights.............................................................. 10
         3.6      Interests in Subsidiaries............................................................... 10
         3.7      Insurance Claims........................................................................ 10
         3.8      Claims Against Providers................................................................ 10
         3.9      Name.................................................................................... 10
         3.10     Tax Refunds............................................................................. 10
         3.11     Pre-Effective Time Rights, Claims, and Obligations...................................... 10

4.       Consideration.................................................................................... 10
         4.1      Post-Closing Purchase Price Adjustment.................................................. 11
         4.2      Allocation of Consideration............................................................. 12
         4.3      Assignment and Assumption Agreement..................................................... 12

5.       Assumption and Retention of Liabilities.......................................................... 12
         5.1      Obligations Under Certain Agreements.................................................... 12
         5.2      Retained Liabilities.................................................................... 13
         5.3      Certain Financial Arrangements.......................................................... 15

6.       Closing.......................................................................................... 16

7.       Non-Assignable Contracts......................................................................... 16

8.       Representations and Warranties of the Seller..................................................... 16
         8.1      Organization and Qualification.......................................................... 17
         8.2      Certificate of Incorporation and By-Laws................................................ 17
         8.3      Authority............................................................................... 17
         8.4      No Conflict; Required Filings and Consents.............................................. 17
         8.5      Permits; Compliance..................................................................... 18
         8.6      Real Property; Other Assets............................................................. 18
         8.7      Environmental Matters. ................................................................. 18
         8.8      Financial Statements.................................................................... 19
         8.9      Absence of Certain Changes or Events.................................................... 20
         8.10     Absence of Litigation................................................................... 20
         8.11     Employee Benefit Plans; Labor Matters................................................... 20
         8.12     Taxes................................................................................... 21
         8.13     Certain Agreements...................................................................... 22
         8.14     Commercial Contracts.................................................................... 25
         8.15     Medical Management...................................................................... 25
         8.16     Commercial Members...................................................................... 25
         8.17     Pending Treatments...................................................................... 26
         8.18     Title to Property....................................................................... 26
         8.19     Insurance............................................................................... 26
         8.20     Compliance With Laws.................................................................... 26
         8.21     Completeness of Assets.................................................................. 27
         8.22     [Not Used].............................................................................. 27
         8.23     No Bankruptcy........................................................................... 27
         8.24     Broker's and Other Fees................................................................. 27
         8.25     Transactions with Affiliates............................................................ 27
         8.26     Payments................................................................................ 27
         8.27     Patel Documents......................................................................... 28
         8.28     Full Disclosure......................................................................... 28

9.       Representations and Warranties of the Purchaser.................................................. 28
         9.1      Organization and Qualification.......................................................... 28
         9.2      Authority............................................................................... 28
         9.3      No Conflict; Required Filings and Consents.............................................. 29
         9.4      Absence of Litigation................................................................... 29

10.      Transactions and Conduct of Business Pending the Closing......................................... 29
         10.1     Ordinary Course of Business............................................................. 30
         10.2     Preparation for Transfer and Transition................................................. 31
         10.3     Payment of Retained Liabilities; Discharge of Pre-Effective Date
                  Medical Claim Liabilities............................................................... 31
         10.4     Certain Prohibited Activities........................................................... 32
         10.5     Casualty................................................................................ 32
         10.6     Access.................................................................................. 32
         10.7     Cooperation............................................................................. 33
         10.8     No Change in Accounting Methods......................................................... 33
         10.9     Other Offers............................................................................ 33
         10.10    Public Announcements.................................................................... 34
         10.11    Schedule Deliveries..................................................................... 34
         10.12    WARN Notices............................................................................ 34

11.      Conditions Precedent to the Purchaser's Obligations.............................................. 34
         11.1     Delivery of Assets...................................................................... 34
         11.2     Representations and Warranties True as of Effective Time................................ 34
         11.3     Conveyance Documents.................................................................... 35
         11.4     Officer's Certificates.................................................................. 35
         11.5     Opinion of the Seller's Counsel......................................................... 35
         11.6     Secretary's Certificates................................................................ 35
         11.7     Notifications and Consents.............................................................. 35
         11.8     Provider Contracts...................................................................... 36
         11.9     Third Party Consents.................................................................... 36
         11.10    Lien Search............................................................................. 37
         11.11    Good Standing Certificate............................................................... 37
         11.12    Certified Certificate of Incorporation.................................................. 37
         11.13    Related Party Non-Competition Agreement................................................. 37
         11.14    Contribution of Certain Assets to Seller ............................................... 37
         11.15    Leases.................................................................................. 37
         11.16    Guaranty................................................................................ 37
         11.17    Transition Services Agreement........................................................... 38
         11.18    Insurance Endorsements.................................................................. 38
         11.19    No Material Adverse Change.............................................................. 38
         11.20    Approval of Schedules................................................................... 38
         11.21    Establishment of Claims Fund............................................................ 38
         11.22    Patel Transaction....................................................................... 38
         11.23    WARN Notices............................................................................ 38

12.      Conditions Precedent to the Seller's Obligations................................................. 38
         12.1     Representations and Warranties True as of Effective Time................................ 39
         12.2     Compliance with Agreement............................................................... 39
         12.3     Payment and Deliveries.................................................................. 39
         12.4     Officer's Certificate................................................................... 39
         12.5     Secretary's Certificate................................................................. 39
         12.6     No Suit or Other Proceedings............................................................ 39
         12.7     Notifications and Consents.............................................................. 39
         12.8     Transition Services Agreement........................................................... 40

13.      Certain Transactions and Obligations Subsequent to Closing....................................... 40
         13.1     Further Assurance of Cooperation........................................................ 40
         13.2     Maintenance of Corporate, Patient Care, Accounting and Tax
                  Records................................................................................. 40
         13.3     Certain Employees of the Seller......................................................... 41
         13.4     Designation of the Purchaser as Successor Employer...................................... 41
         13.5     Mail and Communications................................................................. 42
         13.6     Covenant Not to Compete, Etc............................................................ 42

14.      Indemnification.................................................................................. 43
         14.1     Indemnification by the Seller........................................................... 43
         14.2     Indemnification by the Purchaser........................................................ 43
         14.3     Limitations on Indemnity................................................................ 44
         14.4     Notice to the Indemnitor................................................................ 44
         14.5     Rights of Parties to Settle or Defend................................................... 45
         14.6     Reimbursement........................................................................... 45
         14.7     Losses Net of Insurance, etc............................................................ 46
         14.8     Effectiveness........................................................................... 46

15.      Brokers and Finders' Fees........................................................................ 46
         15.1     The Seller.............................................................................. 46
         15.2     The Purchaser........................................................................... 46

16.      Additional Agreements............................................................................ 46
         16.1     Expenses................................................................................ 46
         16.2     Transfer Taxes.......................................................................... 47
         16.3     Confidentiality......................................................................... 47

17.      Merger; Amendment................................................................................ 47

18.      Assignment and Binding Effect.................................................................... 47

19.      Waiver........................................................................................... 48

20.      Termination...................................................................................... 48
         20.1     Mutual Consent.......................................................................... 48
         20.2     The Seller's Breach..................................................................... 48
         20.3     The Purchaser's Breach.................................................................. 48
         20.4     Casualty................................................................................ 48
         20.5     By the Purchaser or the Seller.......................................................... 48

21.      Notices.......................................................................................... 49

22.      Risk of Loss..................................................................................... 50

23.      Severability..................................................................................... 50

24.      Governing Law.................................................................................... 50

25.      Third Party Beneficiary; No Benefit to Others.................................................... 50

26.      Section Headings................................................................................. 50

27.      Schedules and Exhibits........................................................................... 50

28.      Counterparts..................................................................................... 50

29.      Time for Performance............................................................................. 50

30.      Survival......................................................................................... 50

31.      Waiver of Jury Trial............................................................................. 51

32.      Service of Process............................................................................... 51

33.      Construction..................................................................................... 51
</TABLE>


EXHIBITS
Exhibit I-A         Form of Bill of Sale
Exhibit I-B         Form of Assignment and Assumption Agreement
Exhibit II          Form of the Seller's Counsel Opinion
Exhibit III         Lease Premises
Exhibit IV          Material Terms of Transition Services Agreement

SCHEDULES
Schedule 5.1        Assumed Contracts
Schedule 8.4        Approvals
Schedule 8.5        Pending Actions
Schedule 8.6        Leases
Schedule 8.7        Real Property
Schedule 8.8        Financial Schedules
Schedule 8.10       Litigation
Schedule 8.13       Contracts
Schedule 8.14       Commercial Contracts
Schedule 8.15       Medical Management
Schedule 8.16       Commercial Members
Schedule 8.17       Pending Treatment Requests
Schedule 8.19       Insurance
Schedule 8.20       Compliance With Laws
Schedule 11.19      List of Due Diligence Materials Previously Delivered


<PAGE>


                            ASSET PURCHASE AGREEMENT


     This Asset Purchase Agreement (the "Agreement"), made as of the 20th day of
May,  1999, by and between  WellCare of New York,  Inc., a New York  corporation
(the  "Seller"),  and  Group  Health  Incorporated,  a New  York  not-for-profit
corporation ("GHI").

                              W I T N E S S E T H:

     WHEREAS, the Seller is a health maintenance organization currently licensed
and operating in the State of New York;

     WHEREAS,  the Seller is a party to  Commercial  Contracts  (as such term is
defined in Section 1 hereof)  pursuant to which the Seller  receives  capitation
and/or  premium  payments on a prepaid  basis in exchange for  arranging for the
provision of comprehensive healthcare services to enrollees of commercial health
benefit plans;

     WHEREAS,   simultaneously   with  the   consummation  of  the  transactions
contemplated hereby, the Purchaser (as such term is defined in Section 1 hereof)
will acquire a New York State health maintenance  organization license, and will
be eligible to accept an assignment of the Commercial Contracts;

     WHEREAS,  upon the terms and  conditions  set forth herein:  (i) the Seller
desires to assign and convey to Purchaser the  Commercial  Contracts and certain
related   business   assets  and  goodwill   (which  assets  do  not  constitute
substantially  all of the assets of the Seller),  and the  Purchaser  desires to
accept such  assignment  and  conveyance;  and (ii) as of the Effective Time (as
such term is defined in Section 1 hereof),  the Seller  desires to transfer  its
Commercial  Members (as such term is defined in Section 1 hereof) to  Purchaser;
and

     WHEREAS, in order to induce the Purchaser to enter into this Agreement, the
Seller  wishes  to  provide  the  representations,   warranties,  covenants  and
indemnities set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises,  and  of the  mutual
promises and covenants  herein  contained,  the  sufficiency of which are hereby
acknowledged,  and wishing to be legally bound hereby, the parties hereto hereby
agree as follows:

     1. Definitions.

          1.1  Defined  Terms.  The  following  terms  shall have the  indicated
meanings:

          "Acquired  Business"  shall mean the Seller's  business  consisting of
collecting  premium  revenue and arranging  for the  provision of  comprehensive
health care services to Commercial Members pursuant to the Commercial Contracts,
together  with all assets of the Seller used or useful in such  business  (other
than the Excluded Assets).

          "Affiliate" when used with respect to any Person shall mean any Person
controlling, controlled by or under common control with such Person.

          "Agreement"  shall mean this Asset  Purchase  Agreement and all of its
Exhibits and Schedules.

          "Assets"  shall mean all those certain assets (other than the Excluded
Assets) of the Seller described in Section 2.

          "Assignment  and  Assumption   Agreement"   shall  mean  that  certain
assignment and assumption  agreement  between the Purchaser and the Seller dated
as of the Closing Date, in the form of Exhibit I-B annexed hereto.

          "Assumed  Liabilities" shall have the meaning ascribed to such term in
Section 5.

          "Benefit  Plan"  means  each  funded  or  unfunded,  written  or oral,
employee benefit plan,  contract,  agreement,  incentive,  salary, wage or other
compensation  plan or arrangement,  including,  but not limited to, each pension
and profit sharing plan, savings plan, bonus, deferred  compensation,  incentive
compensation,  stock purchase, supplemental retirement, severance or termination
pay, stock option, hospitalization, medical, life insurance, dental, disability,
salary  continuation,   vacation,   supplemental   unemployment  benefit,  union
contract,  employment  contract,  consulting  agreement,  retiree health or life
benefit,  severance or termination pay and each other employee  benefit program,
plan,  policy or  arrangement,  maintained,  contributed  to, or  required to be
contributed  to by the Seller for the benefit of  employees,  former  employees,
directors,  agents or consultants of the Seller,  or for which the Seller may be
responsible or with respect to which the Seller may have any liability,  whether
or not subject to ERISA and whether legally binding or not. For purposes of this
definition, any reference to the term the "Seller" shall be deemed to refer also
to any entity which is under common control or affiliated with the Seller within
the meaning of Section 4001 of ERISA, and the rules and regulations  promulgated
thereunder  and/or Sections  414(b),  (c), (m) or (o) of the Code, and the rules
and regulations promulgated thereunder.

          "Bill of Sale"  shall  mean the Bill of Sale  dated as of the  Closing
Date executed by the Seller in the form of Exhibit I-A annexed hereto.

          "Claims Fund" shall mean a segregated account to be established by the
Seller and  overseen by the DOI, the balance of which shall be not less than $10
million (or such amount as may be approved by DOI) as of the Closing, consisting
of, among other funds,  the entirety of the proceeds of the Purchase Price to be
paid by the Purchaser at Closing  pursuant to Section 4 hereof and not less than
$2.5 million of the proceeds of the Patel  Transaction,  and disbursements  from
which  shall  be  made  solely  for  the  purpose  of  satisfying  the  Seller's
obligations under the Claims Releases.

          "Claims  Release" shall have the meaning  ascribed  thereto in Section
10.3(b).

          "Closing"  shall  mean the  closing of the  transactions  contemplated
hereby.

          "Closing Date" shall have the meaning ascribed thereto in Section 6.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Commercial  Contract"  shall  mean  any  group or  individual  health
benefits  contract  (including  any  endorsements,  riders or other  supplements
thereto or  applications  therefor)  pursuant to which Seller  receives  prepaid
premium  payments in exchange for arranging  for the provision of  comprehensive
healthcare  services,  except for any such contract providing benefits under the
Medicare,  Medicaid or Child Health Plus programs.  Commercial  Contracts  shall
include  contracts  that have  lapsed but are within  the  reinstatement  period
specified therein, subject to reinstatement in accordance with the terms of such
contracts.

          "Commercial  Member" or  "Commercial  Members" shall mean each and all
individuals  enrolled in a health plan of the Seller in respect of whom  premium
revenue is payable under a Commercial Contract as of the Effective Time.

          "Conveyance Documents" shall mean the Bill of Sale, the Assignment and
Assumption Agreement, and such other instruments of assignment and conveyance of
the  Assets  as  Purchaser   deems  necessary  to  effect  such  assignment  and
conveyance,  each in form and  substance  satisfactory  to the Purchaser and its
counsel.

          "DOH" shall mean the New York State Department of Health.

          "DOI" shall mean the New York State Department of Insurance.

          "Effective Time" shall mean 12:00 midnight on the Closing Date.

          "Environmental  Laws" shall mean all local, state,  federal,  foreign,
civil and criminal,  common law, statutes,  ordinances,  codes, orders, decrees,
laws, permits, rules,  guidelines,  or regulations of any governmental authority
pertaining  to  or  imposing   liability  or  standards  of  conduct  concerning
environmental  regulation,  Hazardous Materials (as hereinafter defined), health
and  safety,  contamination  or  clean-up  including,  without  limitation,  the
Comprehensive Environmental Response, Compensation and Liability Act, as amended
("CERCLA"), the Resource Conservation and Recovery Act, as amended ("RCRA"), the
Emergency  Planning and Community  Right-to-Know  Act of 1986,  as amended,  the
Hazardous  Materials  Transportation  Act, as amended,  the Solid Waste Disposal
Act, as amended,  the Federal Water Pollution Control Act, as amended, the Clean
Air Act, as amended,  the Toxic  Substances  Control  Act, as amended,  the Safe
Drinking  Water Act,  as  amended,  the  Occupational  Safety and Health Act, as
amended,  and all the  state  analogues  thereto,  including  in all  cases  all
regulations  adopted in respect of the foregoing  whether  presently in force or
coming into being and/or effectiveness hereafter.

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

          "Escrow  Agent"  shall mean  Kalkines,  Arky,  Zall &  Bernstein  LLP,
special counsel to the Purchaser.

          "Escrow  Agreement"  shall mean an escrow  agreement among the Seller,
the  Purchaser  and the Escrow  Agent,  pursuant to which the Escrow Agent shall
hold and  release  the monies  described  in  Section 4 hereof for the  purposes
specified therein, and containing other customary terms and conditions.

          "Excluded  Assets" shall have the meaning  ascribed thereto in Section
3.

          "Financial  Schedules" shall have the meaning ascribed to such term in
Section 8.8(c) hereof.

          "GAAP"   shall   mean   generally   accepted   accounting   principles
consistently applied.

          "GHMO" shall mean a New York  corporation that is a direct or indirect
wholly-owned  subsidiary  of GHI to which a New York  State  health  maintenance
organization  license will be issued in connection with the  consummation of the
transactions contemplated hereby.

          "Governmental  Entities"  shall mean any  governmental  or  regulatory
authority,  entity,  department,  commission,  board, agency or instrumentality,
whether domestic or foreign.

          "Guaranty"  shall  mean a  guaranty  agreement  pursuant  to which WMG
unconditionally guarantees the full and timely payment and performance of all of
the  obligations  and  liabilities  of each of the  Related  Parties  under  the
Transaction Documents.

          "Hazardous Material" or "Hazardous Materials" shall mean any hazardous
or toxic  material,  substance,  or product  or any  pollutant  or  contaminant,
whether or not  defined  as such  under  Environmental  Law,  and shall  include
without limitation, asbestos containing material; petroleum product, derivative,
compound   or  mixture;   polychlorinated   biphenyls;   radioactive   material;
lead-containing  products;  and any  other  substance  which  is  prohibited  by
applicable law, which may require removal, remediation,  and/or encapsulation by
applicable  law, or which may  require a permit or special  handling in its use,
collection, storage, treatment or disposal.

          "Indemnified   Party"  shall  mean  any  Person  having  a  claim  for
indemnification from an Indemnitor under Section 14.

          "Indemnitor"  shall mean any Person against whom an Indemnified  Party
may make an indemnification claim under Section 14.

          "IRS" shall mean the Internal Revenue Service.

          "Laws" shall mean any federal,  state,  foreign or local law, statute,
ordinance, rule, regulation, order, judgment or decree.

          "Leases"  shall mean lease  agreements  between the  Purchaser and the
landlord  for each of the premises  described  in Exhibit III  attached  hereto,
providing  for  the  lease  of each of  such  premises  for a term of 12  months
following the Closing, at a fair market rate of rent.

          "Material  Adverse  Effect"  shall mean an effect that is material and
adverse to the business,  financial  condition or operations of the Purchaser or
the Seller, as applicable, after the Effective Time.

          "1997  Financial   Statements"   shall  mean  the  audited   financial
statements  of the Seller for the period  ending  December 31, 1997, in the form
delivered to the Purchaser prior to the date hereof.

          "1998  Financial   Statements"  shall  mean  the  unaudited  financial
statements  of the Seller for the period  ending  December 31, 1998, in the form
delivered to the Purchaser prior to the date hereof.

          "1999 Interim Financial Statements" shall mean the unaudited financial
statements of the Seller as of and for the two-month  period ending February 28,
1999.

          "Patel" shall mean Kiran C. Patel, M.D.

          "Patel  Documents"  shall have the  meaning  given  thereto in Section
8.27.

          "Patel  Transaction"  shall mean the  transactions  pursuant  to which
Patel and/or one or more of his Affiliates shall, among other things,  make a $5
million equity investment in WMG and provide  management  services to Seller and
WellCare of  Connecticut,  Inc.,  all as  contemplated  by that  certain  letter
agreement,  dated April 21, 1999, between Patel and WMG, as the same may be more
fully specified in the Patel Documents.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation.

          "Permits" shall mean  franchises,  grants,  authorizations,  licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and
orders.

          "Person" shall mean a natural  person or a  corporation,  partnership,
limited liability  company,  trust,  association or other entity, as the context
requires or admits.

          "Primergy IPAs" shall mean  Orange-Sullivan  Health Care Alliance IPA,
Inc.,  Columbia-Greene  Health  Care  Alliance  IPA,  Inc.,  Ulster  Health Care
Alliance IPA, Inc. and Dutchess Health Care Alliance IPA, Inc.

          "Provider  Contracts"  shall mean  agreements  between  the Seller and
Providers  pursuant to which  Providers  agree to render health care services to
Commercial Members.

          "Provider Contract  Assignment" shall mean, with respect to a Provider
Contract, an assignment to the Purchaser,  in form and substance satisfactory to
the Purchaser,  duly executed by the Provider that is a party thereto and stated
to be  effective  as of the  Effective  Time,  of the  portion of such  Provider
Contract  that is  applicable  to the  delivery of  services  to the  Commercial
Members.

          "Providers"  shall mean those  individuals  or entities  rendering  or
arranging for health care services to Commercial  Members pursuant to a Provider
Contract,  including  but not  limited  to,  inpatient  facilities,  primary and
specialty  care  physicians,   ambulatory  care  clinics,   clinical  laboratory
facilities,  providers of ancillary services,  independent practice associations
and pharmacy benefits managers.

          "Purchaser"  shall mean GHI until such time as GHI  assigns its rights
and  interests  hereunder  to GHMO  pursuant  to Section  18,  after  which time
"Purchaser" shall be deemed to refer exclusively to GHMO.

          "Real  Property"  shall  have the  meaning  ascribed  to such  term in
Section 8.6.

          "Regulations" shall mean the Income Tax Regulations  promulgated under
the Code,  as such  regulations  may be  amended  from  time to time  (including
corresponding provisions of succeeding regulations).

          "Related  Parties"  shall  mean,  with  respect  to the  Seller,  WMG,
WellCare   Development,   Inc.,   WellCare  of   Connecticut,   Inc.,   WellCare
Administration, Inc. and WellCare Medical Management, Inc.

          "Related Party  Non-Competition  Agreement" shall mean an agreement to
be executed at the Closing by each of the Seller's  Related Parties  pursuant to
which  such  Related  Parties  agree to be bound by and  observe  the  covenants
contained in Section 13.6 hereof.

          "Reportable  Event"  shall  mean any  reportable  event as  defined in
Section  4043(b) of ERISA,  other than a reportable  event as to which provision
for 30-day notice to the PBGC would be waived under  applicable  regulations had
the  regulations  in  effect on the  Closing  Date been in effect on the date of
occurrence of such reportable event.

          "Retained Liabilities" shall have the meaning ascribed to such term in
Section 5.2.

          "Schedules"  shall  mean  the  schedules  that  are  attached  to this
Agreement.

          "Seller" shall mean WellCare of New York, Inc., a New York corporation
licensed as a health maintenance organization.

          "Taxes" shall mean any federal,  state, local or foreign income, gross
receipts,  license, payroll,  employment,  excise, severance, stamp, occupation,
premium,  windfall  profits,  environmental,   customs  duties,  capital  stock,
franchise,  profits,  withholding,  social security (or similar),  unemployment,
disability,  real property,  personal property,  sales, use, transfer,  transfer
gains, registration,  value added, alternative or add-on minimum,  privilege, ad
valorem, estimated, or other tax of any kind whatsoever, including any interest,
penalties or  additions to tax  attributable  to any of the  foregoing,  whether
disputed or not.

          "Taxpayer" shall mean the Seller and any predecessor of the Seller.

          "Tax Return" shall mean all federal,  state, local and foreign tax and
information returns, declarations,  elections, statements, estimates and reports
or  schedules  attached to any returns (or any  combination  or amendment of the
foregoing)  required to be supplied  by a Person to any  Governmental  Entity in
connection with Taxes and shall include a claim for refund of Taxes.

          "Transaction  Documents" shall mean this Agreement,  the Related Party
Non- Competition  Agreement,  the Lease, the Guaranty,  the Transition  Services
Agreement, and the Conveyance Documents.

          "Transition  Services  Agreement"  shall  mean  an  agreement,  to  be
executed by the Seller and the  Purchaser at the Closing,  pursuant to which the
Purchaser  agrees to provide  to the  Seller,  following  the  Closing,  certain
services  or access to  certain of the Assets in  accordance  with the  material
terms of such arrangement set forth on Exhibit IV attached hereto.

          "WellCare   Providers"  shall  mean  those   individuals  or  entities
rendering  or  arranging  for  health  care  services  to  enrollees  of  any of
WellCare's  commercial,  Medicaid,  Medicare or Child Health Plus health benefit
plans.

          "WellCare  Service  Area" means each of the  counties  within New York
State in which  the  Seller  is  currently  authorized  to  operate  as a health
maintenance  organization,  namely: Warren,  Washington,  Saratoga,  Rennsalaer,
Albany, Schenectady,  Fulton, Montgomery,  Schoharie,  Otsego, Broome, Delaware,
Greene,  Columbia,  Ulster,  Dutchess,  Sullivan,  Orange, Putnam,  Westchester,
Bronx, Queens, New York, Kings and Rockland.

          "WMG"  shall  mean  WellCare   Management  Group,   Inc.,  the  parent
corporation of Seller.

     2.  Purchase  and  Sale of  Assets.  Upon  the  terms  and  subject  to the
conditions  of this  Agreement,  on the  Closing  Date and  effective  as of the
Effective Time: (i) the Seller shall transfer,  sell, convey, assign and deliver
to the Purchaser,  and the Purchaser shall purchase from the Seller,  all of the
Assets,  other than the  Excluded  Assets.  To  evidence  such  transfer,  sale,
conveyance and assignment,  at the Closing, the Seller shall execute and deliver
to the  Purchaser,  the  Conveyance  Documents,  all in such  form as  shall  be
reasonably  acceptable to the Purchaser and its counsel. The "Assets" shall mean
and  include  all of the  assets  of the  Seller  that  are  used or  useful  in
connection  with the Acquired  Business  (whether or not the same may be used or
useful in connection  with any of the Seller's other lines of business) and that
are not specifically  described as Excluded Assets in Section 3 and shall in any
event include:

          2.1  Commercial  Contracts.  All  of the  Seller's  right,  title  and
interest in and to the Commercial Contracts accruing after the Effective Time.

          2.2 Provider Contracts.  All of the Seller's right, title and interest
in and to the Provider  Contracts  accruing  after the  Effective  Time,  to the
extent the same relate to the delivery of services to the Commercial Members.

          2.3 Contracts,  Leases,  Licenses,  Permits,  etc. All of the Seller's
right, title and interest in and to all contracts or agreements (whether written
or oral), leases,  non-governmental licenses and permits and other documents and
agreements  related to the Acquired Business that do not expressly  constitute a
part of the Excluded  Assets,  other than those (x) described in Sections 2.1 or
2.2 above or (y) which the Purchaser has, by notice given to the Seller at least
five business days prior to the Closing Date,  declined to accept as part of the
Assets.

          2.4  Medical  Management  Materials.   All  of  the  Seller's  written
policies,  procedures  and  manuals  used or  useful in the  Acquired  Business,
including,  but not limited to, medical management materials,  materials related
to utilization review and quality assurance  activities and provider manuals; it
being  understood  and agreed that the Seller and the Purchaser  shall each have
full right to use and exploit such materials in connection with their respective
product lines from and after the Closing.

          2.5  Intangible  Assets.  All of  the  Seller's  rights  in and to the
Acquired  Business,  including the going concern value of the Acquired  Business
and the goodwill associated  therewith,  all of the Seller's accounts receivable
and  rights to  receive  payment  in  respect  of  services  rendered  after the
Effective  Time,  and all  other  intangible  assets of the  Seller  that do not
expressly constitute a part of the Excluded Assets.

          2.6 Computer  Systems and Software.  All of the Seller's right,  title
and interest in and to and rights of access to all clinical, diagnostic and data
analysis,  storage and retrieval computer systems used or useful in the Acquired
Business,  and all billing,  bookkeeping and accounting computer systems used or
useful in the Acquired Business,  including in each case all associated software
and operating systems.

          2.7 Inventory and  Supplies.  All of the Seller's  inventory and other
supplies (both on hand and on order) used or useful in the Acquired Business, as
it exists on the Closing Date,  including,  but not limited to,  inventories  of
provider directories,  provider and member manuals, member identification cards,
marketing materials and other collateral materials,  together with all rights of
the Seller against suppliers of the same.

          2.8 Books and Records. All documents,  records, operating and protocol
manuals  and  files,  including,  without  limitation,  lists of all the  names,
addresses, identification numbers and medical and claims history (to the maximum
extent  permissible  under  applicable  law) of Commercial  Members,  minutes of
medical management committee meetings, credentialing files, and service logs.

          2.9 Insurance Proceeds.  All insurance proceeds of the Seller received
after the Effective  Time arising in connection  with damage to the Assets,  any
Retained  Liability that is asserted  against the Purchaser or in respect of any
liability of the Seller that constitutes an Assumed Liability.

          2.10 Other Assets.  All other  intangible  and tangible  assets of the
Seller  associated  with or used in the  operation of the Acquired  Business and
that do not  expressly  constitute  a part of the  Excluded  Assets,  including,
without limitation:  all computer software and electronic data, in whatever form
contained;  technical  data,  codes and  information  necessary for Purchaser to
access data, books and records of Seller conveyed hereunder;  all mailing lists;
all sales  records;  all  materials,  records,  files and other data relating to
advertising; all research,  statistical,  production,  marketing and promotional
materials,  records,  files and other  data;  all  administration  and  business
development materials,  records, files and other data; all regulatory compliance
files, correspondence,  materials and other data; all business post office boxes
and business telephone listings;  all research and development results and other
know-how; all warranties,  guaranties, contract rights and miscellaneous rights;
and all other  materials,  records,  files and data of the Seller,  in each case
excluding the Excluded Assets.

     3. Excluded Assets.  Notwithstanding any other provision of this Agreement,
the Seller shall not sell, assign or transfer to the Purchaser and the Purchaser
shall  not  purchase  from  the  Seller  the  following  assets  of  the  Seller
(collectively, the "Excluded Assets"):

          3.1 Corporate  Books and Certain Other Records.  The corporate  minute
books of the Seller and any records that by law the Seller is required to retain
in its possession.

          3.2 Financial  Assets.  Subject to Section 5.3, cash, cash equivalents
and negotiable securities held by the Seller.

          3.3 Accounts  Receivable.  The Seller's notes and accounts  receivable
arising from the operation of the Acquired Business prior to the Effective Time,
whether billed or unbilled, recorded or unrecorded, or assigned for collection.

          3.4 Real Estate.  Seller's interests,  if any, in real property or any
leases thereof, other than the real property which is the subject of the Leases.

          3.5 Certain Contractual  Rights.  Seller's rights and interests in and
to  all  contracts,   agreements,  leases,  licenses  and  other  documents  and
instruments  the  obligations  and liabilities in respect of which the Purchaser
does not assume pursuant to Section 5 hereof.

          3.6 Interests in Subsidiaries.  Any interest held by the Seller in any
of its subsidiaries.

          3.7 Insurance Claims.  Seller's claims against insurers or carriers in
respect of stop loss,  coordination  of benefits or other similar  claims to the
extent the same arise for  periods  prior to the  Effective  Time but  excluding
claims  in  respect  of  Retained  Liabilities  that are  asserted  against  the
Purchaser.

          3.8 Claims Against Providers.  Seller's claims against Providers under
the Provider  Contracts  that arise in respect of periods  ending on or prior to
the Effective Time.

          3.9 Name. Seller's corporate name.

          3.10  Tax  Refunds.  Any  tax  refund  of the  Seller  of any  type or
description.

          3.11 Pre-Effective Time Rights,  Claims, and Obligations.  All rights,
claims and  obligations  of the Seller  relating  to the Assets or the  Acquired
Business  that have accrued  prior to the  Effective  Time and are not expressly
included in the Assets.

     4. Consideration.  As consideration for the Assets to be transferred to the
Purchaser  hereunder,  the Purchaser shall pay to the Seller a purchase price of
five million dollars ($5,000,000),  subject to adjustment as provided herein (as
the same may be adjusted, the "Purchase Price"), and shall at Closing assume the
Assumed  Liabilities  described in Section 5. The Seller and the Purchaser agree
that the Purchase Price shall be disbursed as follows:  (i) at the Closing,  the
sum of four  million  dollars  ($4,000,000)  shall be remitted by the  Purchaser
directly to the Claims Fund, by bank check, certified check or wire transfer, as
the Purchaser may elect,  in accordance  with payment  instructions  for each of
such methods to be furnished to the Purchaser prior to the Closing; and (ii) the
sum of one million dollars ($1,000,000) (the "Escrow Deposit") shall be remitted
by the Purchaser  directly to the Escrow  Agent,  to be held and released by the
Escrow Agent in accordance with the terms of the Escrow Agreement.

          4.1 Post-Closing Purchase Price Adjustment.

               (a) In the event that the number of Acquired Members is less than
25,000, the Purchase Price shall be decreased by the product of (x) $100 and (y)
the amount by which  25,000  exceeds  the number of Acquired  Members.  The term
"Acquired  Members"  shall mean,  for purposes of  subsection  (b) below,  those
Commercial Members in respect of whom the premium payable for the month in which
the Closing  occurs is received  in full by the  Purchaser  by no later than the
last day of such month (the  "First  Measurement  Date"),  and for  purposes  of
subsection (c) below,  those  Commercial  Members in respect of whom the premium
payable  for the month in which the  Closing  occurs is  received in full by the
Purchaser by no later than the last day of the second  calendar month  following
the month in which the Closing occurs (the "Second Measurement Date").

               (b)  Within  five  days  after the First  Measurement  Date,  the
Purchaser  shall  deliver  to the  Seller  a  statement  as to  the  Purchaser's
determination of the number of Acquired Members as of the First Measurement Date
(the  "First  Adjustment   Statement"),   together  with  reasonable  supporting
documentation  therefor.  The First Adjustment  Statement shall become final and
binding on the 10th day following the First  Measurement Date, unless the Seller
shall  furnish to the  Purchaser on or prior to such date written  notice of the
Seller's desire to dispute the First  Adjustment  Statement.  In such event, the
following right of audit shall apply (the "Audit Right"):  the Seller shall have
the right to cause a firm of certified public  accountants,  mutually acceptable
to the Purchaser and the Seller, to conduct an audit of the books and records of
the Purchaser, but only as such books and records relate to the determination of
the  number of  Acquired  Members;  such audit  shall be done  during the normal
business  hours of the Purchaser  and shall be conducted in a reasonable  manner
consistent with general auditing  practices;  the results of such audit shall be
final and binding on the parties,  absent manifest  error;  and the cost of such
audit  shall be  borne by the  Seller,  provided,  however,  that if it shall be
determined  that the actual  number of  Acquired  Members  exceeds the number of
Acquired Members set forth in the First Adjustment Statement by 10% or more, the
Purchaser shall pay the cost of such audit.  If,  following the  finalization of
the First Adjustment  Statement,  the number of Acquired Members as of the First
Measurement  Date shall result in a downward  adjustment to the Purchase  Price,
the amount thereof (the "Downward Adjustment") shall be paid to the Purchaser as
follows:  (i) the Downward  Adjustment shall be released to the Purchaser by the
Escrow Agent from the Escrow  Deposit;  and (ii) to the extent that the Downward
Adjustment shall be greater than the Escrow Deposit, the excess shall be paid to
the Purchaser by the Seller within 15 days  following  the  finalization  of the
First Adjustment Statement.  If and to the extent that all or any portion of the
Escrow  Deposit  is not  needed to be  applied  towards  payment  of a  Downward
Adjustment,  the amount  thereof  shall be  released to the Seller by the Escrow
Agent  within  two  business  days  following  the  finalization  of  the  First
Adjustment Statement.

               (c)  Within  15 days  after  the  Second  Measurement  Date,  the
Purchaser  shall  deliver  to the  Seller  a  statement  as to  the  Purchaser's
determination  of the number of  Acquired  Members as of the Second  Measurement
Date (the "Second Adjustment  Statement"),  together with reasonable  supporting
documentation  therefor.  The Second Adjustment Statement shall become final and
binding on the 30th day following the Second Measurement Date, unless the Seller
shall  furnish to the  Purchaser on or prior to such date written  notice of the
Seller's desire to dispute the Second Adjustment  Statement.  In such event, the
Audit Right shall apply. If, following the finalization of the Second Adjustment
Statement,  the number of  Acquired  Members as of the Second  Measurement  Date
shall  exceed the number of Acquired  Members as of the First  Measurement  Date
(such  excess,  the "Recount  Number"),  the  Purchaser  shall pay to the Seller
within two business days  following the  finalization  of the Second  Adjustment
Statement an amount equal to the product of (x) $100 and (y) the Recount Number.

          4.2  Allocation of  Consideration.  The  consideration  payable by the
Purchaser  to the  Seller  pursuant  to  Section  4 hereof  shall be  reasonably
allocated by the Purchaser to the Assets according to the respective fair market
value of each, as  determined  by the Purchaser on a preliminary  basis prior to
Closing  (which  preliminary  allocation  shall  be  subject  to  change  by the
Purchaser  at any  time on two  days'  prior  notice  until  Closing  Date)  and
otherwise in  accordance  with the  residual  method  described  in  Regulations
promulgated  under Section 338(b)(5) of the Code (the "residual  method").  Upon
the Purchaser's  determination  of the fair market value of each category of the
Assets and the allocation of consideration  among such Assets in accordance with
the  residual  method,  the  Purchaser  shall give  notice to the Seller of such
determination.   The   Purchaser  and  the  Seller  each  agree  to  report  the
transactions  contemplated  hereby for federal  income tax  purposes in a manner
consistent with such allocation for federal, state and local tax purposes and to
comply with all  notice,  filing and  reporting  obligations  described  in Code
Section 1060.

          4.3 Assignment and Assumption Agreement.  As further consideration for
the conveyance of the Assets,  the Purchaser  shall deliver to the Seller at the
Closing the Assignment  and  Assumption  Agreement to evidence the assumption of
the  obligations  and  liabilities  to be assumed by the  Purchaser  pursuant to
Section 5 below.

     5.  Assumption  and  Retention of  Liabilities.  Subject to the Closing and
effective as of the Effective  Time,  the  Purchaser  shall assume and discharge
only the  obligations  and  liabilities  of the Seller  expressly  described  in
Section 5.1 (such  obligations  and  liabilities  are  collectively  referred to
hereinafter as the "Assumed Liabilities").

          5.1 Obligations Under Certain  Agreements.  The Purchaser shall assume
the  obligations of the Seller  accruing after the Effective Time under (x) each
Commercial  Contract,  (y) each  Provider  Contract,  and (z) under  each  other
contract  listed or described  on Schedule  5.1; in each case to the extent that
(i) the Seller has provided to the  Purchaser a true,  correct and complete copy
of such  contract  (if such  contract  is in writing)  or a  description  of the
obligations  of the  Seller  under  such  agreement  that is true,  correct  and
complete (if such agreement is not in writing),  and the obligations  under each
agreement  to which  the  Seller  is a party and that is not by the terms of any
such  contract  required to be  described  therein and (ii) the  liabilities  in
respect of such  agreements were reserved for or reflected on the 1998 Financial
Statements  and the 1999 Interim  Financial  Statements  (unless the  applicable
accounting  standard  did not require  such  liabilities  to be reserved  for or
otherwise  reflected);  provided  that,  except as set forth in  Section  7, the
Purchaser  shall not be deemed to have  assumed  the  obligations  of the Seller
accruing after the Effective Time under any agreement,  contract,  or instrument
that is not validly assigned to the Purchaser  (including because the consent of
any third party is required as a condition  precedent to such assignment and has
not been obtained as of the Effective  Time) unless and until such assignment is
validly consummated pursuant to Section 7.

          5.2 Retained Liabilities. Except as expressly provided in Section 5.1,
the Purchaser shall not assume, and the Seller shall retain,  discharge and pay,
and hold the Purchaser harmless from and against,  as contemplated by Section 14
hereof,  any and all  liabilities  of the Seller,  whether fixed or  contingent,
accrued or unaccrued,  liquidated or unliquidated,  disclosed or undisclosed, of
any kind or nature  whatsoever.  The liabilities to be retained by the Seller as
contemplated  by this Section 5.2 are  hereinafter  referred to as the "Retained
Liabilities." The Retained  Liabilities shall include,  without limitation,  the
following:

               (a)  liabilities  and obligations of the Seller accruing prior to
          the  Effective  Time under  each  Commercial  Contract  and each other
          contract listed on Schedule 5.1;

               (b)  indebtedness  and other  obligations  or  guarantees  of the
          Seller, including,  without limitation, the accounts payable and other
          current  liabilities of the Seller  excepting  solely the  contractual
          obligations  of the  Seller  accruing  after  the  Effective  Time and
          included in the Assumed Liabilities;

               (c) federal,  state,  or local tax  liabilities or obligations of
          the Seller for Taxes, including,  without limitation, Taxes arising in
          connection  with the  consummation  of the  transactions  contemplated
          hereby;

               (d) liabilities for any and all claims by or on the behalf of the
          Seller's shareholders,  officers, directors, employees or contractors,
          including,  without  limitation,  liability  arising under any Benefit
          Plan  including,  but not limited  to, any  pension,  profit  sharing,
          deferred  compensation,  severance or termination  pay or any employee
          health and welfare benefit plans,  liability for any EEOC claim,  OSHA
          claim,  employment  discrimination  claim  (whether based on sex, age,
          race, or otherwise),  wage and hour claim,  unemployment  compensation
          claim, worker's compensation claim and the like, and liability for all
          employee  wages and  benefits,  and taxes or other  liability  related
          thereto;

               (e) any  liability  or  obligation  of the Seller or the Seller's
          shareholders,  members,  directors,  officers,  employees,  agents, or
          independent  contractors,  with  respect  to  Hazardous  Materials  or
          Environmental Laws, whether known or unknown at the Effective Time;

               (f)  liabilities or obligations  arising out of any breach by the
          Seller at any time  prior to the  Effective  Time of any  contract  or
          commitment, whether or not assumed by the Purchaser;

               (g) any liability arising out of or in connection with claims for
          acts or omissions of the Seller or the Seller's shareholders, members,
          directors,  officers,  employees,  agents, or independent contractors,
          which  allegedly  occurred  prior to the  Effective  Time,  including,
          without  limitation,  all  malpractice,   professional  liability  and
          general  liability  claims,  and  claims  of  and  liabilities  to the
          Commercial  Members  against  the  Seller,  whether  or not  same  are
          pending, threatened, known or unknown;

               (h)  liabilities  or  obligations  in  respect  of  contracts  or
          agreements  of the Seller which are not  described on Schedule 5.1 and
          expressly assumed in writing by the Purchaser;

               (i) subject to Section  5.3, any and all debts,  liabilities  and
          obligations  of the Seller to Providers  (or to health care  providers
          not under  contract to Seller)  for  services  rendered to  Commercial
          Members prior to the Effective Time or in respect of periods ending on
          or prior to the Effective Time;

               (j)  liabilities  or  obligations  arising out of any  penalties,
          fines,  assessments  or  claims,  imposed by any  Governmental  Entity
          relating  to any  failure or  alleged  failure of the Seller to comply
          with any applicable Laws; and

               (k) any debt,  obligation,  expense,  or  liability of the Seller
          (including Taxes of the Seller and the shareholders) arising out of or
          incurred in respect of any  transaction of the Seller  occurring after
          the Effective  Time  including any violation by the Seller of any law,
          regulation, or ordinance at any time.

          5.3 Certain Financial Arrangements.

               (a) The parties  acknowledge  and agree that the Seller  shall be
entitled to all revenue attributable to the Acquired Business for periods ending
on or prior to the Effective  Time and that the  Purchaser  shall be entitled to
all revenue attributable to the Acquired Business for periods from and after the
Effective  Time.  Accordingly,  (i) to the extent that following the Closing the
Purchaser  receives  any revenue to which the Seller is entitled  hereunder,  it
shall  promptly  remit the same to the Seller  and (ii) to the  extent  that the
Seller  shall have  received  prior to the  Closing or  receives  following  the
Closing any revenue to which the Purchaser is entitled hereunder, it shall remit
the same to the  Purchaser at the Closing or promptly upon receipt  thereof,  as
applicable.

               (b) In the event  any  Commercial  Member is in the  course of an
inpatient  hospital  stay at the  Effective  Time,  the Seller  shall pay and be
responsible  for the total cost of such inpatient stay multiplied by a fraction,
the  numerator of which is the number of inpatient  days prior to the  Effective
Time and the  denominator  of which is the total number of days of the inpatient
stay.  The  Purchaser  shall pay and be  responsible  for the total cost of such
inpatient stay multiplied by a fraction, the numerator of which is the number of
inpatient days  subsequent to the Effective Time and the denominator of which is
the total number of days of the inpatient stay.

               (c) In the  event  any  Commercial  Member  is in the  course  of
prenatal care at the Effective  Time, the parties shall allocate the global cost
for the pre-natal  treatment,  post-natal treatment and delivery associated with
the pregnancy among the following  treatment  phases:  first  trimester,  second
trimester,  third  trimester,  delivery and post-natal  care. The portion of the
total  cost  allocated  to each of  these  treatment  phases  shall  conform  to
customary  industry  standards.  The Seller shall pay and be responsible for the
cost of those  treatment  phases  occurring  prior to the Effective Time and the
Purchaser shall pay and be responsible  for the cost of those  treatment  phases
occurring  subsequent  to the Effective  Time. To the extent the Effective  Time
falls within a treatment  phase with respect to any pregnancy,  the Seller shall
pay and be responsible  for the  percentage of the cost of such treatment  phase
equal to the  percentage of calendar days of such  treatment  phase prior to the
Effective  Time,  and  the  Purchaser  shall  pay  and be  responsible  for  the
percentage  of the  cost of such  treatment  phase  equal to the  percentage  of
calendar days of such treatment phase subsequent to the Effective Time.

               (d) In the  event  any  Commercial  Member  is in the  course  of
treatment at the Effective  Time not subject to either Section 5.3(b) or 5.3(c),
and the  Seller has  agreed to pay the  Provider  providing  such  treatment  an
indivisible fee that covers the entire course of treatment, the Seller shall pay
and be  responsible  for the  portion  of the  treatment  provided  prior to the
Effective Time and the Purchaser shall pay and be responsible for the portion of
the treatment provided  subsequent to the Effective Time. The parties shall work
cooperatively  to develop,  prior to the Closing,  a system for apportioning the
costs  associated with such courses of treatment in accordance with this Section
5.3(d).

               (e) The  Purchaser  and the  Seller  acknowledge  and agree  that
except for the  Assumed  Liabilities  and those  items to be prorated at Closing
pursuant to this Section,  the Seller will retain and pay in a timely manner all
bills, obligations,  indebtedness, and other liabilities due, accrued, incurred,
or arising  in  connection  with the  ownership  of the Assets or the  operation
and/or  maintenance  of the  Assets for all  periods  ending on and prior to the
Closing  Date.  After the Closing  Date (i)  invoices  that are  received by the
Purchaser  that  are  the   responsibility  of  the  Seller  hereunder  will  be
accumulated and delivered to the Seller on a weekly basis for payment,  and (ii)
invoices  that are  received  by the Seller that are the  responsibility  of the
Purchaser  hereunder  will be  accumulated  and  delivered to the Purchaser on a
weekly basis for payment.

               (f) The parties  agree that all  payments  for utility  services,
contract services, accrued rent, accrued vacation pay and sick leave, ad valorem
and personal property taxes relating to the Assets shall be prorated between the
Seller and the Purchaser as of the Effective Time.

               (g) The Seller and the Purchaser shall cooperate with one another
in good faith and with all deliberate speed in determining and making payment of
any post-closing  adjustments or reconciliations  that may be necessary in order
to fully and properly effectuate the provisions of this Section 5.3.

     6. Closing.  Subject to the  satisfaction  or waiver of the  conditions set
forth in Sections 11 and 12 of this  Agreement,  the Closing shall take place at
10:00 a.m. at the offices of the  Purchaser,  on June 1, 1999 or such other date
as may be mutually agreed upon by the parties (the "Closing  Date").  All of the
transactions contemplated hereby shall be effective as of the Effective Time.

     7. Non-Assignable  Contracts.  Notwithstanding  anything to the contrary in
this  Agreement,  this Agreement shall not constitute an agreement to assign any
contract  the  assignment  of which is not  permitted  under  applicable  law or
pursuant to its terms or is not permitted without the consent of any other party
to the contract if such assignment would constitute a breach of, or cause a loss
of contractual  benefits under,  any of the contracts.  The Seller shall use its
best efforts to obtain any and all such  consents  required by the terms of such
contracts  prior to the Closing Date and, if any such  consents have not been so
obtained,  the Seller  shall  cause the  benefits of any such  contract  that is
included in the Assets to be afforded to the  Purchaser  for any period prior to
the  obtaining  of such  consent.  Nothing in this  Section 7 shall  diminish or
affect any representation or warranty of the Seller in Section 8 hereof.

     8.  Representations  and  Warranties  of  the  Seller.  The  Seller  hereby
represents  and warrants to the Purchaser as of the date of this  Agreement (or,
in the case of any representation or warranty expressly made as of another date,
as of such other date) as follows:

          8.1 Organization and  Qualification.  The Seller is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
New York.  The Seller has all  requisite  corporate  power and authority and all
necessary  licenses  and permits to carry on its  business as it has been and is
currently being conducted,  to own, lease and operate the Acquired  Business and
Assets  and to  enter  into  and  perform  this  Agreement  and  consummate  the
transactions  contemplated  hereby.  The Seller is duly qualified to do business
and is in good  standing as a  corporation  under the laws of all  jurisdictions
wherein the conduct of its  business or the  ownership,  leasing or operation of
its properties and assets requires such qualification,  and where the failure of
the Seller to obtain such qualification would have a Material Adverse Effect.

          8.2  Certificate  of  Incorporation   and  By-Laws.   The  Seller  has
heretofore  furnished  to the  Purchaser  complete  and  correct  copies  of the
Certificate  of  Incorporation  and the  By-Laws,  in each  case as  amended  or
restated, of the Seller. The Seller is not in violation of any of the provisions
of its Certificate of Incorporation or By-Laws.

          8.3  Authority.  The  Seller  has all  requisite  corporate  power and
authority  to execute and deliver  this  Agreement,  to perform its  obligations
hereunder  and  to  consummate  the  transactions   contemplated  hereby  to  be
consummated  by the Seller.  The execution and delivery of this Agreement by the
Seller  and the  consummation  by the  Seller of the  transactions  contemplated
hereby have been duly authorized by all necessary  corporate action and no other
corporate  proceedings on the part of the Seller are necessary to authorize this
Agreement or to consummate the transactions  contemplated hereby. This Agreement
has been duly  executed  and  delivered  by the  Seller  and,  assuming  the due
authorization,  execution and delivery thereof by the Purchaser, constitutes the
legal,  valid and binding  obligation of the Seller,  enforceable  in accordance
with its respective  terms,  except as such  enforceability  may be qualified by
equitable  principles  and  pursuant  to  laws  enacted  for the  protection  of
creditors.

          8.4 No Conflict; Required Filings and Consents.

               (a) The  execution  and delivery of this  Agreement by the Seller
does not,  and the  performance  of this  Agreement  by the Seller  will not (i)
conflict with or violate the Certificate of  Incorporation  or By-Laws,  in each
case as amended or restated,  of the Seller,  (ii)  assuming  that all necessary
consents of  Governmental  Entities  described in Section 11.7(b) will have been
obtained as of the  Closing,  conflict  with or violate any Laws in effect as of
the  date of this  Agreement  and  applicable  to the  Seller  or by  which  its
properties  are bound,  or (iii)  assuming that all necessary  consents of third
parties  described  in  Sections  11.8 or 11.9,  as  applicable,  will have been
obtained as of the Closing,  result in any breach of or constitute a default (or
an event  that with  notice  or lapse of time or both  would  become a  default)
under, or give to others any rights of termination,  amendment,  acceleration or
cancellation  of, or require  payment under, or result in the creation of a lien
or encumbrance on any of the properties or assets of the Seller pursuant to, any
note, bond, mortgage,  indenture,  contract,  agreement, lease, license, permit,
franchise or other instrument or obligation to which the Seller is a party or by
which the Seller or any of its properties is bound.

               (b) Assuming that all necessary consents of Governmental Entities
described  in Section  11.7(b) will have been  obtained as of the  Closing,  the
execution  and  delivery  of this  Agreement  by the  Seller  does not,  and the
performance  of this  Agreement  by the Seller  will not  require  the Seller to
obtain any consent, approval,  authorization or permit of, or to make any filing
with or  notification  to,  any  Governmental  Entities  based on  laws,  rules,
regulations and other requirements of Governmental  Entities in effect as of the
date of this Agreement,  except for any required  filings or approvals set forth
on Schedule 8.4.

          8.5 Permits;  Compliance. As of the date of this Agreement, the Seller
is in  possession  of all  Permits  necessary  to own,  lease  and  operate  its
properties  and to carry on its business as it is now being  conducted and there
is no action,  proceeding or investigation  pending or, to the best knowledge of
the Seller, threatened that could result in suspension or cancellation of any of
the  Permits  except  as  specified  in  Schedule  8.5.  As of the  date of this
Agreement,  except as  specified  in Schedule  8.5 the Seller is not in conflict
with,  or in default or violation of (i) any Law  applicable to the Seller or by
which any of its respective properties is bound or subject to or (ii) any of the
Permits.  During the period commencing on January 1, 1996 and ending on the date
hereof,  the Seller has not received  from any  Governmental  Entity any written
notification  with  respect to possible  conflicts,  defaults or  violations  of
material Laws,  including,  without limitation,  any notices issued by DOH, DOI,
the New York State Attorney General,  the United States Department of Health and
Human  Services (or its Office of the Inspector  General) or  quasi-governmental
agencies,  other than those notices  listed on Schedule 8.5,  true,  correct and
complete copies of which have heretofore been furnished to the Purchaser.

          8.6 Real Property; Other Assets.

               (a) Seller owns no real  property.  Schedule 8.6 contains a true,
correct and  complete  list and  description  of all of the  Seller's  leasehold
interests in any real property (the "Real Property").

               (b) The Real Property and the use thereof,  as currently  used by
the Seller,  does not violate any applicable zoning,  subdivision,  land use and
building laws,  codes and  requirements  except  noncompliances  that do not (i)
interfere  with the  continued  use of the Real  Property  in the conduct of the
normal  operation  of the Acquired  Business or (ii)  materially  and  adversely
affect the operations and/or business of the Seller taken as a whole.

          8.7 Environmental Matters. The Seller represents and warrants that, to
the  best  of  its  knowledge,   (i)  no  Hazardous   Material  has  been  used,
manufactured, handled, stored, treated or processed on or in, or generated from,
at any Real Property except in strict  compliance with  Environmental  Law, (ii)
except in strict compliance with  Environmental  Laws, no Hazardous Material has
been spilled, released, discharged,  disposed,  transported, placed or otherwise
caused to be found in, on,  onto,  over,  under or from any  portion of the Real
Property,  (iii)  no  Hazardous  Material  has  been  used in the  construction,
alteration,  repair or replacement of all or any portion of the Real Property or
the Assets,  and (iv) neither the Real  Property nor the Assets are in violation
of any  Environmental  Law.  To the  best of the  Seller's  knowledge,  all such
arrangements, if any, comply with current applicable laws, rules and regulations
and all  such  third  parties  are duly  licensed  and  bonded  as  required  by
applicable laws rules and regulations.

          8.8 Financial Statements.

               (a) The Seller has delivered to the Purchaser  true,  correct and
complete  copies of the (i) 1997 Financial  Statements  together with the report
thereon of the Seller's independent certified public accountants,  (ii) the 1998
Financial  Statements and (iii) the 1999 Interim Financial  Statements.  Each of
such financial statements  (including,  in each case, any related notes thereto)
(i) has been  prepared  from the books and  records of the Seller in  accordance
with GAAP, and (ii) fairly  presents the financial  position of the Seller as of
the  respective  dates thereof and the results of operations  and cash flows for
the  periods  indicated  (subject  in the  case of the  1999  Interim  Financial
Statements to normal and recurring year-end adjustments).

               (b) Except as may be set forth on  Schedule  8.8(b)  hereto,  the
Seller knows of no liabilities,  nor of any basis for any liabilities,  relating
to the Acquired  Business,  either accrued,  absolute,  contingent or otherwise,
except:  (i)  those  reflected  on the  1999  Interim  Financial  Statements  in
accordance with GAAP, and not paid or discharged prior to the Closing Date, (ii)
those incurred,  consistently with past business practice,  in or as a result of
the ordinary course of the Acquired  Business since the date of the 1999 Interim
Financial  Statements,  and  disclosed or not required to be disclosed  pursuant
hereto,  and (iii) those disclosed in this Agreement or on the Schedules hereto,
or for which an exception  to  inclusion  on such  Schedules is provided in this
Agreement.  For purposes of this Section  8.8(b)  only,  the term  "liabilities"
shall include, without limitation,  any direct or indirect indebtedness,  claim,
loss, damage, deficiency, cost, expense, obligation or responsibility,  fixed or
unfixed, liquidated or unliquidated, secured or unsecured.

               (c)  Attached  hereto  as  Schedule  8.8(c)  are  copies  of  the
following  financial  schedules  prepared  by the  Seller  with  respect  to the
Acquired  Business (the  "Financial  Schedules") for each month since January 1,
1999: (a) the premium revenue of the Acquired  Business  actually  received on a
cash  basis,  by the Seller by region;  (b) the  medical  costs of the  Acquired
Business  actually  incurred by the Seller on an accrual basis during such month
by region;  and (c) a comparison for each such month of the actual experience of
the Seller by region in respect of incurred but not reported  claims for medical
expenses as compared to the  reserves  established  for such month by the Seller
(without  giving  effect to any  subsequent  adjustment to such  reserves).  The
Financial  Schedules  have been  prepared in  accordance  with sound  accounting
practices  and the claims  liabilities  reflected  thereon have been prepared in
accordance with the Actuarial Standards of Practice.

The books and  records  included  as part of the  Assets  contain  complete  and
accurate  original  entries  that  are  consistent  with and  reflective  of the
information  contained in the Financial Schedules in all material respects.  The
reserves  for claims  incurred  but not  reported  and the  reserves  for claims
reported but not paid with respect to the Acquired  Business  that are reflected
in the Financial Schedules make sufficient provision for such liabilities except
as specifically noted in the Financial Schedules.

               (d) Schedule 8.8(d) sets forth,  for the year ending December 31,
1998 and for the time period up to the date hereof, a schedule reflecting claims
for  medical  expenses  in excess of  $50,000  in the  aggregate  for any single
Commercial  Member for either  such  period  (together  with a  statement  as to
whether any reinsurance claim has been made with respect to such expenses).

          8.9 Absence of Certain Changes or Events.  Except for the execution of
this  Agreement  and  except  for  the  Patel  Transaction,  during  the  period
commencing  January  1,  1999,  and  ending on the date  hereof,  the Seller has
conducted  its business only in the ordinary  course and in a manner  consistent
with past practice and there has not been: (i) any material damage,  destruction
or loss (not covered by  insurance)  with respect to any material  assets of the
Seller that are used or useful in the Acquired  Business;  or (ii) any change by
the Seller of its accounting  methods,  principles or practices that is relevant
to the Acquired Business.

          8.10 Absence of Litigation.  As of the date of this Agreement,  except
as set forth on  Schedule  8.10  hereto,  (i) there is no claim,  action,  suit,
litigation,  proceeding,  arbitration  or, to the best  knowledge of the Seller,
investigation of any kind, at law or in equity (including actions or proceedings
seeking  injunctive  relief),  pending or, to the best  knowledge of the Seller,
threatened  in writing  against  the Seller or any  properties  or rights of the
Seller,  and (ii)  neither  the Seller nor the Real  Property  is subject to any
continuing  order of,  consent  decree,  settlement  agreement or other  similar
written  agreement  with,  or, to the best  knowledge of the Seller,  continuing
investigation  by,  any  Governmental  Entity  or  any  judgment,  order,  writ,
injunction, decree or award of any Governmental Entity or arbitrator, including,
without  limitation,  cease-and-desist  or  other  orders.  To the  best  of the
Seller's  knowledge,  there are no actions,  suits,  claims,  investigations  or
proceedings pending or threatened against any Provider relating to the provision
of health care services by such  Provider  which have been brought or threatened
by or on behalf of a Commercial  Member which,  if adversely  determined,  would
disqualify such Provider from  participation  in the Seller's  provider  network
under the Seller's current credentialing criteria.

          8.11 Employee Benefit Plans; Labor Matters.

               (a) With respect to each Benefit Plan  maintained or  contributed
to by the Seller,  or with  respect to which the Seller  could  incur  liability
under Section 4069,  4212(c) or 4204 of ERISA,  the Seller has made available to
the Purchaser a true and correct copy of (i) the most recent annual report (Form
5500) filed with the IRS,  (ii) such Benefit  Plan,  (iii) each trust  agreement
relating to such Benefit Plan, (iv) the most recent summary plan description for
each Benefit Plan for which a summary plan description is required, (v) the most
recent actuarial report or valuation relating to a Benefit Plan subject to Title
IV of ERISA and (vi) the most recent determination letter, if any, issued by the
IRS with respect to any Benefit Plan qualified under Section 401(a) of the Code.

               (b) With respect to each Benefit Plan, no event has occurred and,
to the best  knowledge  of the  Seller,  there  exists  no  condition  or set of
circumstances,  in  connection  with  which the  Seller  could be subject to any
liability  under the terms of such Benefit  Plan,  ERISA,  the Code or any other
applicable Law.

               (c) The Seller has made available to the Purchaser all collective
bargaining  or other  labor  union  contracts  to which  the  Seller  is a party
applicable  to  persons  employed  by the Seller  and no  collective  bargaining
agreement is being  negotiated by the Seller.  As of the date of this Agreement,
there is no pending or threatened labor dispute, strike or work stoppage against
the Seller which may interfere with the business activities of the Seller. As of
the date of this  Agreement,  to the best  knowledge of the Seller,  neither the
Seller nor any of its  representatives  or employees  have  committed any unfair
labor  practices in connection with the operation of the business of the Seller,
and there is no pending or threatened  charge or complaint against the Seller by
the National Labor Relations Board or any comparable state agency.

               (d) The Seller has made  available to the Purchaser (i) copies of
all  employment  agreements  with  employees  of the Seller;  (ii) copies of all
agreements of the Seller with  consultants  who are  individuals  obligating the
Seller to make annual cash  payments in an amount  exceeding  $100,000;  (iii) a
schedule listing all employees of the Seller who have executed a non-competition
agreement with the Seller; (iv) copies of all severance agreements, programs and
policies of the Seller with or relating to its employees; and (iv) copies of all
plans,  programs,  agreements  and  other  arrangements  of the  Seller  with or
relating to its employees which contain change-in-control provisions.

               (e) Except as provided in the employment  agreements  referred to
in clause  (i) of Section  8.11(d),  or as  otherwise  required  by Law,  (x) no
Benefit Plan provides retiree medical or retiree life insurance  benefits to any
person  and (y) the Seller is not  contractually  obligated  (whether  or not in
writing) to provide  any person with life  insurance  or medical  benefits  upon
retirement or termination of employment.

          8.12 Taxes.

               (a) The Taxpayer has duly and timely filed, within any extensions
for filings secured by the Taxpayer,  all Tax Returns required to be filed by it
prior to the date hereof.  All such Tax Returns were correct and complete in all
material respects. The Taxpayer has paid in full all Taxes (whether or not shown
on a Tax Return)  required to be paid by the  Taxpayer.  The  Taxpayer  has made
adequate provision in the 1999 Interim Financial Statements,  in conformity with
GAAP,  for the  payment of all  accrued  Taxes not yet payable as of the date of
such 1999 Interim  Financial  Statements.  All Taxes which the Taxpayer has been
required to collect or withhold have been duly collected or withheld and, to the
extent  required  when  due,  have been or will be duly and  timely  paid to the
proper taxing authority.

               (b) To the extent that the Tax Returns of the Taxpayer  have been
examined by the applicable  Governmental  Entities for prior  periods,  all such
examinations  have been  completed and all material  issues raised  therein have
been resolved.  Except for an audit of the Seller scheduled by the IRS for June,
1999, there are no audits, inquiries, investigations or examinations relating to
the  Taxpayer's Tax Returns  pending or of which the Seller has received  notice
(either in writing or verbally, formally or informally), and there are no claims
which have been asserted  relating to the  Taxpayer's  Tax Returns filed for any
year  which  if  determined  adversely  would  result  in the  assertion  by any
governmental  entity of any material Tax deficiency  against the Taxpayer if the
same would have a Material Adverse Effect.  Except as set forth on Schedule 8.6,
there have been no waivers or  extensions  of  statutes  of  limitations  by the
Taxpayer  sought or obtained by the  Taxpayer.  No claim has ever been made by a
Governmental  Entity in a  jurisdiction  where the Taxpayer  does not file a Tax
Return that  Taxpayer  is or may be subject to  taxation  by that  jurisdiction.
Except as set forth on Schedule  8.6 hereto,  there are no  mortgages,  pledges,
liens,  encumbrances,  charges or other security  interests on any of the Assets
that arose in connection with any failure (or alleged failure) to pay any Taxes.
There are no liens with respect to Taxes upon any of the Assets.  To the best of
the Seller's  knowledge,  no facts exist that would  constitute  grounds for the
imposition  of any lien with  respect to Taxes upon any of the  Assets,  or that
would otherwise obligate the Purchaser to pay any Taxes related to the Assets or
the operation of the Acquired Business prior to the Closing.

               (c) No property of the Taxpayer is property  which the  Purchaser
is or will be required to treat as owned by another  person  either  pursuant to
the provisions of former Section 168(f) (safe harbor leasing  provisions) of the
Code or pursuant to the  relevant  caselaw.  The  Taxpayer is not a party to any
tax-sharing  agreement or similar arrangement with any other party. The Taxpayer
has not been a United  States  real  property  holding  corporation  within  the
meaning of Code Section 897(c)(2) during the applicable period specified in Code
Section 897(c)(1)(A)(ii). The Taxpayer has not made a disclosure on a Tax Return
pursuant to Code Section  6662(d)(2)(B)(ii) and the Regulations thereunder.  The
Taxpayer  has not made,  nor is it  obligated  to make,  any  payments,  and the
Taxpayer has not been a party to any agreement that under certain  circumstances
would obligate it to make any payments,  that will not be deductible  under Code
Section 280G.

               (d) The  Taxpayer  has no  liability  for the  Taxes of any other
party (A) as a transferee or successor, (B) by contract, or (C) otherwise.

          8.13 Certain Agreements.

               (a) Schedule 8.13(a) hereto contains a true, correct and complete
list  of  all  material  leases,  licenses,  permits  and  other  documents  and
agreements  (whether  written  or oral)  pursuant  to which the  Seller  has (i)
obtained  the  right to use or occupy  any real or  personal  property,  or (ii)
granted to any other party (including any Affiliates of the Seller) the right to
use any property,  with such list also setting forth,  with respect to each item
on such list not in  writing,  the date  thereof  and the  names of all  parties
thereto,  and true,  correct and  complete  copies of all such  written  leases,
licenses,  permits  and  other  documents  and  agreements,  together  with  all
amendments  thereto,  and a true,  accurate and complete summary of the terms of
each such oral  agreement  listed on Schedule  8.13(a) have been provided by the
Seller to the Purchaser.

               (b) Schedule 8.13(b) hereto contains a true, correct and complete
list of all purchase, sales, administrative services and management contracts of
the Seller  relating to the Acquired  Business that involve more than $10,000 in
any instance and true,  correct and complete copies of all written contracts and
true,  correct and complete written  summaries of all oral agreements  listed on
Schedule 8.13(b) have been provided by the Seller to the Purchaser.

               (c) Schedule 8.13(c) hereto contains a true, correct and complete
list of all material contracts,  commitments,  arrangements or agreements of the
Seller with any Provider  pursuant to which  Commercial  Members  have  received
health care services during the six-month period ending on the date hereof,  and
true,  correct and complete copies of all agreements  listed on Schedule 8.13(c)
have been provided by the Seller to the Purchaser.  All such Provider  Contracts
are in writing,  were entered  into by the Seller in the ordinary  course of its
business and constitute valid and binding  agreements of the Seller,  and to the
best knowledge of the Seller, of the other parties thereto.  Except for Provider
Contracts  entered  into prior to January  1,  1997,  the forms of all  Provider
Contracts and any risk sharing provisions  contained therein have been submitted
for approval by DOH to the extent required by DOH rules and regulations, and the
Seller has no reason to believe  that any of such forms or  provisions  will not
ultimately  be approved by DOH  materially  in form and  substance as previously
submitted.  To the best  knowledge of the Seller,  no Provider has  expressed an
intent in writing or otherwise,  whether or not legally binding, to disenroll as
a provider of health care services to Seller, terminate its Provider Contract or
otherwise  cease to do business  with the Seller except as specified on Schedule
8.13(c). Assuming the receipt of all consents and other instruments contemplated
by Sections  11.8 and 11.9,  the Seller's  assignment  to the  Purchaser of each
Provider Contract  designated by the Purchaser  pursuant to Section 2.2 does not
breach,  and will not result in the breach of, result in or constitute a default
(or an event  which,  with notice or lapse of time or both,  would  constitute a
default)  under,  or result in the  cancellation  or unilateral  modification or
amendment of, or accelerate the performance  required by, the Provider Contracts
or any other agreement or authority to which the Seller is subject.

               (d) Schedule 8.13(d) hereto contains a true, correct and complete
list of all agreements,  commitments and other  arrangements which are, or shall
as of the Closing Date be, in effect between or relate to the Seller and any and
all  employees  whose  duties  relate in any  material  respect to the  Acquired
Business,  and true, correct and complete copies of all agreements,  commitments
and other  arrangements  listed on Schedule  8.13(d)  have been  provided by the
Seller to the Purchaser.

               (e) Schedule 8.13(e) hereto contains a true, correct and complete
list of all  contracts,  commitments,  arrangements  or agreements  which could,
following the Closing,  restrain the Purchaser or any Affiliate of the Purchaser
from engaging or competing in the health care business in the State of New York,
and  true,   correct  and  complete  copies  of  all  agreements,   commitments,
arrangements and  arrangements  listed on Schedule 8.13(e) have been provided by
the Seller to the  Purchaser.  Except  for those  Provider  Contracts  listed on
Schedule  8.13(e),  if any, the Seller is not a party to any  Provider  Contract
which  limits  the  right of the  Seller to engage  in, or to  compete  with any
individual or entity, or which contains exclusivity  provisions  restricting the
geographical  area in which,  or manner in which,  the Acquired  Business or any
other business of the Purchaser may be conducted.

               (f) Schedule 8.13(f) hereto contains a true, correct and complete
list of all material contracts,  commitments,  arrangements or agreements of the
Seller relating to the Acquired  Business that are not  specifically  listed and
described  on another  Schedule  hereto  and that were not made in the  ordinary
course of the Acquired  Business,  and true,  correct and complete copies of all
agreements,  commitments,  arrangements  and  arrangements  listed  on  Schedule
8.13(f) have been provided by the Seller to the Purchaser.

               (g) Schedule 8.13(g) hereto contains a true, correct and complete
list of each other  commitment,  agreement and arrangement  (whether  written or
oral) of Seller  relating  to the  Acquired  Business  that is not  specifically
listed and described on another  Schedule hereto and that provides for a payment
by any party to any such  agreement  in excess of an  aggregate of $25,000 or is
otherwise material to the operation of the Acquired Business,  and true, correct
and complete copies of all written commitments,  agreements and arrangements and
true,  correct and complete  summaries of all oral  commitments,  agreements and
arrangements  listed on Schedule 8.13(g) have been provided by the Seller to the
Purchaser.

               (h) Except as shall be  specifically  described on the  Schedules
hereto,  all  material  contracts,  commitments,   arrangements  and  agreements
described on such  Schedules are valid and  effective in  accordance  with their
respective  terms,  and there is not, under any of such contracts,  commitments,
arrangements or agreements,  or any obligation,  covenant or condition contained
therein,  any existing  material default by the Seller or, to the best knowledge
of the Seller, by any other party, or event which,  with notice,  lapse of time,
or both, would constitute a material default or any event of default if the same
would have a Material Adverse Effect.

               (i) Except as specified otherwise on Schedule 8.13(c), the Seller
has no  knowledge  of the  intention  of any  third  party  that has  transacted
business with the Seller, to alter,  cancel,  amend or adjust their relationship
(contractual  or  otherwise)  with the  Seller or, in  connection  with or after
consummation of the transactions  contemplated  hereunder, to discontinue or not
enter into  similar  relationships  with the  Purchaser if the same would have a
Material Adverse Effect.

               (j) The Seller is not a party (whether as an original party or as
an assignee or successor) to any  agreement,  commitment  or  arrangement  which
would, following the Closing, restrict the Purchaser from operating the Acquired
Business in any respect.

          8.14 Commercial Contracts. Attached hereto as Schedule 8.14 is a true,
correct and complete list of all  Commercial  Contracts,  and true,  correct and
complete copies of all Commercial  Contracts have been provided by the Seller to
the Purchaser. Each Commercial Contract is legal, valid, binding, enforceable in
accordance  with its terms (except as enforcement  thereof may be limited by any
bankruptcy,  insolvency,  reorganization,  moratorium or similar statute,  rule,
regulation  or other law  affecting the  enforcement  of  creditors'  rights and
remedies  generally) and in full force and effect.  Assuming the satisfaction of
the conditions  described in Sections 11.7(b) and 11.9, each Commercial Contract
will continue to be legal, valid,  binding,  enforceable,  and in full force and
effect following the Closing.  Except as set forth in Schedule 8.14, no party is
in breach or default,  and no event has  occurred  which with notice or lapse of
time would constitute a breach or default, or permit  termination,  modification
or suspension  under any  Commercial  Contract and no party has  repudiated  any
provision  of  any  Commercial  Contract.   Assuming  the  satisfaction  of  the
conditions described in Sections 11.7(b) and 11.9, the transactions contemplated
hereby will not  constitute  a breach or default on the part of the Seller under
any Commercial Contract.  Seller is and has at all times been in compliance with
the applicable requirements of law and regulations governing the manner in which
services provided under any Commercial  Contract may be marketed to enrollees to
the extent that any  violation  thereof  would have a Material  Adverse  Effect.
Seller has no knowledge of any  intention on the part of DOH or DOI to refuse to
permit the renewal of any  Commercial  Contract upon the  expiration of the term
thereof.

          8.15 Medical Management. Attached hereto as Schedule 8.15 is a copy of
the medical management and quality assurance policies and procedures that Seller
uses or has used since  January 1, 1997 with respect to the  Acquired  Business.
Seller has  delivered  to  Purchaser a true,  correct and  complete  copy of the
minutes   maintained  by  Seller's  medical  management  and  quality  assurance
committees since January 1, 1998. Except as set forth in Schedule 8.15, Seller's
medical  management  and  quality  assurance  policies  comply  in all  material
respects with all applicable laws,  rules,  regulations and Commercial  Contract
requirements.

          8.16 Commercial Members.

               (a) Schedule 8.16(a) lists, for each month since January 1, 1998,
the aggregate number of Commercial Members and the numbers of Commercial Members
added to or deleted from the Seller's list of enrolled Commercial Members during
each such month.

               (b) Schedule  8.16(b)  contains the most recent available list of
names,  addresses and  identification  numbers for all Commercial  Members and a
summary  fairly  describing,  by type and  medium in which  kept,  all books and
records  maintained  for the  Commercial  Members,  including  medical and claim
histories, in all mediums used by the Seller, electronic or otherwise. The books
and records  described in Schedule 8.16(b) comprise all of the books and records
required by law to be  maintained  by the Seller with respect to the  Commercial
Members and such books and records comply with all applicable legal requirements
and the terms of the Commercial Contracts.

               (c) Schedule 8.16(c) describes each grievance and appeal received
by the Seller from any  Commercial  Member since January 1, 1998,  and generally
describes the nature and status or disposition of such grievance or appeal.

          8.17  Pending  Treatments.  Schedule  8.17  contains (i) a list of all
requests  for prior  authorization  of  treatment  to be provided to  Commercial
Members  pending  with the  Seller as of the date  hereof,  including  the date,
detailed  nature  and  status  of  each  such  request,  and  (ii) a list of all
previously  authorized  organ  transplants  that  are  yet  to  be  provided  to
Commercial Members and all other previously  authorized  treatments that are yet
to be provided to Commercial  Members the claims  expense for which is likely to
exceed  $5,000,  including  the  date  of  authorization  and  a  detailed  case
description. The Seller has engaged in no acts or omissions having the effect of
delaying the  authorization  or scheduling  of health care services  provided to
Commercial Members in a manner inconsistent with customary industry practices or
Article 49 of the Public Health Law.

          8.18 Title to  Property.  Except as set forth in  Schedule  8.18,  the
Seller  has,  and at the  Closing  will  assign or convey as  applicable  to the
Purchaser,  good and marketable title to all of the Assets free and clear of all
liens, security interests,  pledges, guaranties,  charges, claims, restrictions,
options,  commitments and other encumbrances of any nature  whatsoever.  None of
the Assets being sold by the Seller to the Purchaser  pursuant to this Agreement
are subject to any claim or dispute,  or to any  agreement  or  arrangement  for
their use by any Person.

          8.19  Insurance.  Schedule  8.19 hereto  contains a true,  correct and
complete list of all policies of liability, title, error and omissions, fidelity
bonds and other forms of insurance and reinsurance  held by Seller in connection
with or that relate in any way to the Acquired  Business,  together with a brief
description  of each,  including  the name of the  insurer,  the  risks  insured
against,  the limits of coverage,  the  deductible  amount (if any), the premium
rate and the date through  which  coverage  will  continue by virtue of premiums
already  paid.  Except as set forth in Schedule  8.19,  all such policies are in
full force and effect and all premiums thereon have been paid in a timely manner
through the date hereof.  Seller shall  continue to carry all such  insurance in
full force and effect  through the  Effective  Time,  and to the extent any such
coverage is on a "claims  made" basis,  shall prior to the Closing  purchase the
maximum available extended reporting period coverage (i.e., "tail").

          8.20  Compliance  With  Laws.  Except as set forth in  Schedule  8.20,
Seller is in compliance with all laws, rules, regulations, ordinances, reporting
and licensing requirements and orders applicable to the Seller, and no condition
exists which with or without notice or passage of time or both would  constitute
non-compliance  therewith.  Except as specified on Schedule 8.20, Seller has not
received  notification from any Governmental Entity asserting that Seller is not
in compliance  with any of the statutes,  regulations  or ordinances  which such
Governmental  Entity enforces,  or threatening to revoke,  suspend or modify any
Permit.  Except as set forth in  Schedule  8.20,  Seller has filed all  reports,
registrations and statements,  together with any amendments  required to be made
thereto, that are required to be filed with DOH, DOI and each other Governmental
Entity having  jurisdiction over the Acquired Business.  Schedule 8.20 lists all
examinations  of Seller  conducted by any  Governmental  Entity since January 1,
1996 and identifies by date any correspondence  between such Governmental Entity
and Seller  regarding  sanctions,  conclusions  made  and/or  corrective  action
required or suggested based on such examination.

          8.21  Completeness of Assets.  The Assets which are to be conveyed and
assigned pursuant to the Conveyance  Documents  constitute all of the assets and
properties  utilized by the Seller in the  operation  of the  Acquired  Business
since December 31, 1998,  except for (i) assets that were disposed of since such
date and replaced  with  adequate  replacements  or that were disposed of in the
ordinary course of business and were not material to the conduct of the Acquired
Business,  (ii) assets acquired since such date and included in the Assets,  and
(iii) the Excluded  Assets.  The Assets  include all rights and property  (other
than working capital)  utilized by the Seller and reasonably  necessary to carry
on the  Acquired  Business as it has been  carried on by the Seller prior to the
date hereof.

          8.22 [Not Used].

          8.23 No  Bankruptcy.  Seller is not the subject of  bankruptcy  or any
similar proceedings.

          8.24 Broker's and Other Fees. Other than pursuant to its engagement of
Bear  Stearns & Co.  Inc,  the Seller has not  employed  any broker or finder or
incurred any  liability  for any  broker's or finder's  fees or  commissions  in
connection with any of the transactions contemplated by this Agreement.

          8.25 Transactions  with Affiliates.  The Seller does not own, directly
or indirectly, nor does it have an interest which exceeds 10% of the outstanding
equity,  either of record or beneficially,  in any business or business concern,
corporate or otherwise, which is a party to any agreement,  business arrangement
or course of dealing with Seller.

          8.26 Payments.  Neither Seller nor any Affiliate of Seller, nor any of
its or their  officers,  directors,  agents or  employees or any other person on
behalf of Seller,  has made  directly  or  indirectly  any  illegal or  improper
payment to or on behalf of, or  provided  any  illegal  or  improper  benefit or
inducement for, any physician, supplier, customer or patient. Neither Seller nor
any Affiliate of Seller, nor any officer, director,  employee or agent of any of
the foregoing has, directly or indirectly,  paid or delivered a fee,  commission
or other sum of money or item or property, however characterized, to any finder,
agent,  government  official or other party,  in the United  States or any other
country,  which was or is illegal under any Law. Seller has not  participated in
any boycotts or other similar practices affecting any of its actual or potential
customers  and has at all times done  business  in an open and  ethical  manner.
Neither Seller nor any Affiliate of Seller nor any officer,  director,  employee
or  agent  of any of the  foregoing  has made any  payment  to any  customer  or
supplier of Seller or any officer,  director,  partner, employee or agent of any
customer,  patient or supplier of Seller, for the unlawful sharing of fees or to
any such customer, patient or supplier or any such officer,  director,  partner,
employee or agent for the unlawful rebating of charges,  or engaged in any other
unlawful payment or given any other unlawful consideration to any such customer,
enrollee, patient or supplier or any such officer,  director,  partner, employee
or agent.

          8.27 Patel  Documents.  The Seller has  delivered  to the  Purchaser a
true,  correct and complete  copy of each of the material  agreements  and other
documents  executed or to be executed in connection  with the Patel  Transaction
(the "Patel Documents").

          8.28 Full Disclosure. No representation, warranty or statement made by
Seller in this Agreement, or in any statement,  certificate,  exhibit, schedule,
or other document  furnished to the Purchaser  pursuant hereto, or in connection
with the transactions  contemplated hereby,  contains or will contain any untrue
statement  of  material  fact or omits or will  omit to  state a  material  fact
necessary to make the statements contained herein or therein not misleading.

     9.  Representations  and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Seller that:

          9.1  Organization  and  Qualification.  The Purchaser is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of New York. The Purchaser has all requisite corporate power and authority
and all  necessary  licenses and permits to carry on its business as it has been
and is currently  being  conducted,  to own,  lease and operate the business and
assets used in connection therewith, and, subject to the Purchaser obtaining any
necessary  Permits,  to enter into and perform this Agreement and consummate the
transactions contemplated hereby. The Purchaser is duly qualified to do business
and is in good  standing as a  corporation  under the laws of all  jurisdictions
wherein the conduct of its  business or the  ownership,  leasing or operation of
its properties and assets requires such  qualification  and where the failure of
the Purchaser to obtain such qualification would have a Material Adverse Effect.

          9.2  Authority.  The Purchaser has all requisite  corporate  power and
authority  to execute and deliver  this  Agreement,  to perform its  obligations
hereunder  and  to  consummate  the  transactions   contemplated  hereby  to  be
consummated  by the  Purchaser.  The execution and delivery of this Agreement by
the  Purchaser  and  the  consummation  by the  Purchaser  of  the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and no other corporate proceedings on the part of the Purchaser are necessary to
authorize this Agreement or to consummate the transactions  contemplated hereby.
This  Agreement  has been duly  executed  and  delivered by the  Purchaser  and,
assuming the due  authorization,  execution and delivery  thereof by the Seller,
constitutes  the  legal,   valid  and  binding   obligation  of  the  Purchaser,
enforceable   in   accordance   with  its   respective   terms  except  as  such
enforceability  may be qualified by  equitable  principles  and pursuant to laws
enacted for the protection of creditors.

          9.3 No Conflict; Required Filings and Consents.

               (a)  Assuming  the  satisfaction  of the  condition  described in
Section  11.7(b),  the execution and delivery of this Agreement by the Purchaser
does not, and the  performance  of this Agreement by the Purchaser will not: (i)
conflict with or violate the Certificate of  Incorporation  or By-Laws,  in each
case as amended or restated, of the Purchaser; (ii) conflict with or violate any
Laws in effect as of the date of this  Agreement  applicable to the Purchaser or
any of its  subsidiaries or by which any of its or their  respective  properties
are bound or (iii) result in any breach of or  constitute a default (or an event
that with  notice or lapse of time or both  would  become a default)  under,  or
required payment under, or give to others any rights of termination,  amendment,
acceleration  or  cancellation  of,  or  result  in the  creation  of a lien  or
encumbrance  on any of the  properties  or assets of the Purchaser or any of its
subsidiaries  pursuant  to,  any  note,  bond,  mortgage,  indenture,  contract,
agreement,  lease, license, permit, franchise, or other instrument or obligation
to which the  Purchaser  or any of its  subsidiaries  is a party or by which the
Purchaser  or any  of its  subsidiaries  or  any  of  its  or  their  respective
properties is bound or subject to.

               (b) The execution and delivery of this Agreement by the Purchaser
does not, and the performance of this Agreement by the Purchaser will not, as of
the date  hereof,  require  the  Purchaser  to  obtain  any  consent,  approval,
authorization  or permit of, or to make any filing with or notification  to, any
Governmental  Entities,  based on laws,  rules,  and  regulations and such other
requirements  of Governmental  Entities in effect as of the date hereof,  except
for any Permits  required for the continued  operation of the Acquired  Business
following the Closing.

          9.4  Absence of  Litigation.  As of the date  hereof,  (a) there is no
claim,  action,  suit,  litigation,  proceeding,  arbitration  or,  to the  best
knowledge  of the  Purchaser,  investigation  of any  kind,  at law or in equity
(including actions or proceedings seeking injunctive relief), pending or, to the
best knowledge of the Purchaser,  threatened in writing against the Purchaser or
any of its  subsidiaries  or any properties or rights of the Purchaser or any of
its  subsidiaries  and (b) neither the Purchaser nor any of its  subsidiaries is
subject to any continuing  order of,  consent  decree,  settlement  agreement or
other  similar  written  agreement  with,  or,  to  the  best  knowledge  of the
Purchaser,   continuing  investigation  by,  any  Governmental  Entity,  or  any
judgment, order, writ, injunction, decree or award of any Governmental Entity or
arbitrator,  including, without limitation,  cease-and-desist or other orders if
the same would have a Material Adverse Effect.

          10.  Transactions  and Conduct of Business  Pending the  Closing.  The
Seller covenants and agrees that pending the Closing:

          10.1  Ordinary  Course of  Business.  The  Seller  shall  carry on its
business  in the  ordinary  course  and  substantially  in the  same  manner  as
heretofore carried on by it. In connection therewith, the Seller shall:

               (a) Preserve the Assets and the Acquired Business intact;

               (b)  Use  its  best  efforts  to  preserve  the  goodwill  of its
          relationships with Commercial Members, Providers, DOH, DOI, suppliers,
          contractors,  employees and others having  business  relations with it
          related to the Acquired Business;

               (c) Comply with all regulations and laws applicable to it;

               (d)  Keep  in full  force  and  effect  insurance  coverage  with
          reputable  insurers,  which in  respect  of  amounts,  types and risks
          insured  is  that  which  its  management  reasonably  believes  to be
          adequate,  which insurance  coverages shall not be less than described
          on Schedule 8.17;

               (e) Make no material change in the customary terms and conditions
          upon which it does business with respect to the Acquired Business;

               (f) Take no action or permit  any  omission  having the effect of
          delaying  the  authorization  or  scheduling  of health care  services
          provided to Commercial Members in a manner inconsistent with customary
          industry practices;

               (g) Duly and timely file, or obtain appropriate extensions of the
          time for filing,  all material reports,  and all Tax Returns and other
          documents required to be filed with Governmental Entities.

               (h)  Unless  it is  contesting  the  same in good  faith  and has
          established reasonable reserves therefor, pay when required to be paid
          all Taxes  indicated by such Tax Returns or otherwise  lawfully levied
          or assessed upon it, or any of its  properties or assets,  or which it
          is otherwise  legally obligated to pay and withhold or collect and pay
          to the  proper  governmental  authorities  or  hold in  separate  bank
          accounts  for such  payment all Taxes and other  assessments  which it
          believes  in good faith to be  required  by law to be so  withheld  or
          collected;

               (i) Take no action  which would  adversely  affect the ability of
          any party to  obtain  the  Permits  or  consents  of  private  parties
          required  for the  transactions  contemplated  hereby  or which  would
          adversely  affect the Seller's  ability to perform its  covenants  and
          agreements contained herein; and

               (j) Maintain,  in  accordance  with past  practice,  its Provider
          Contracts;  credential and re-credential  such Providers in accordance
          with the  standards  of the National  Committee on Quality  Assurance;
          take such steps as may be necessary  on Seller's  part to maintain the
          adequacy of the  provider  network for the  Acquired  Business and the
          pricing levels currently  contemplated by the Provider Contracts;  and
          take  such  other  steps  as are  necessary  in order  to  render  the
          representations  and warranties of Seller with respect to the Provider
          Contracts true and correct as of the Effective Time as if made at such
          time.

          10.2  Preparation for Transfer and Transition.  To ensure an effective
transition  and transfer of  Commercial  Members to the  Purchaser,  the parties
agree as follows:

               (a) At all  times  prior  to the  Effective  Time,  Seller  shall
          cooperate  and  work  with   Purchaser  in  transition   planning  and
          implementing such transfer;

               (b) At all  times  prior  to the  Effective  Time,  Seller  shall
          orient,  educate and otherwise train Purchaser  regarding (i) Seller's
          operating  policies and procedures,  (ii) the health plan benefits and
          services offered by Seller to Commercial  Members  including,  without
          limitation,  member  services,  member  outreach  and  education,  and
          preventative medicine programs, and (iii) the Provider Contracts;

               (c) During the time period prior to the  Effective  Time,  Seller
          shall use best  efforts to obtain the  consents  of any third  parties
          necessary for the execution of the Leases; and

               (d) During the time period prior to the  Effective  Time,  Seller
          shall use best  efforts to cause the  execution  by  Providers  of the
          instruments described in Section 11.8.

          10.3 Payment of Retained Liabilities;  Discharge of Pre-Effective Date
Medical Claim Liabilities.

               (a) Seller shall pay, perform and discharge in due course, all of
its obligations with respect to any of the Retained  Liabilities.  In connection
with the  discharge  of such  claims,  to the extent  any of the claims  payment
information  for such claims is received by the  Purchaser  after the  Effective
Time, the Purchaser shall promptly forward such information to the Seller.

               (b) By no later  than two days  prior to the  Closing  Date,  the
Seller shall  furnish to the  Purchaser a copy,  certified as true,  correct and
complete by the  President or a  Vice-President  of the Seller,  of each binding
agreement  (a  "Claims  Release")  then  obtained  pursuant  to which a WellCare
Provider  shall  have  waived or  released  claims  for  payment  in  respect of
healthcare  services  rendered to enrollees  of the  Seller's  health care plans
(whether  commercial,  Medicaid,  Medicare or Child  Health Plus) for any period
ending on or prior to the  Closing,  in  consideration  of the  agreement by the
Seller to pay such WellCare Provider a negotiated sum out of the Claims Fund.

          10.4 Certain Prohibited  Activities.  On and after the date hereof and
prior to the Closing,  Seller shall not take any of the  following  actions,  or
agree  to take any such  actions,  except  with the  prior  written  consent  of
Purchaser:

               (a)  Merge or  consolidate  with any other  corporation  or other
          entity or permit any other entity to merge into it; acquire any stock;
          undergo any reorganization or recapitalization;  or acquire any assets
          of any other person, corporation or business organization;

               (b) Authorize or make any material change in the operation of the
          Acquired  Business;  lease, sell or dispose of any part of the Assets;
          or  otherwise  enter  into any  contract,  transaction  or  commitment
          related to the Acquired Business, other than in the ordinary course of
          business, consistent with past practice; or

               (c) Take or omit to take any action,  or permit the occurrence of
          any change or event, that would render any of its  representations and
          warranties  contained  herein  untrue in any  respect at and as of the
          Effective Time with the same effect as though such representations and
          warranties had been made at and as of the Effective Time.

          10.5 Casualty. If, prior to the Closing, any of the Assets are damaged
by fire,  vandalism,  acts of God, or other  casualty  or cause in an  aggregate
amount  equal to or  greater  than  $50,000,  as  determined  by an  independent
insurance  adjustor,  the  Purchaser  shall  have the  right to  terminate  this
Agreement by written notice  delivered to the Seller within three (3) days after
the  Purchaser is given notice by the Seller of such damage or casualty.  In the
event the  Purchaser  does not elect to terminate  this  Agreement in the manner
aforesaid or if,  prior to the  Closing,  any of the Assets are damaged by fire,
vandalism,  acts of God, or other casualty or cause in an aggregate  amount less
than $50,000,  the  Purchaser  shall proceed with the Closing and shall have the
right to receive the insurance  proceeds,  if any, that are attributable to such
damage or casualty  and that would  otherwise  be payable to the Seller and that
are received after the Closing,  and the Purchaser  shall apply such proceeds to
the repair of such damage or  casualty.  The  Purchaser  and the Seller agree to
cooperate in any loss adjustment negotiations, legal actions and agreements with
the insurance company relating to any such damage.

          10.6  Access.  The  Seller  shall  afford  the  Purchaser's  officers,
employees,  accountants, counsel and other representatives prompt, free and full
access,  upon  reasonable  notice,  to its  properties  and its books,  records,
contracts, commitments and other documents (in each instance, subject to patient
confidentiality  laws, rules and regulations),  including,  without  limitation,
records to which such Seller has access  relating to the historical  revenues of
the  Acquired  Business  and all  working  papers  of the  Seller's  accountants
relating  thereto,  and the right to consult  to a  reasonable  extent  with the
officers,  employees,  accountants,  counsel  and other  representatives  of the
Seller for the purpose of making such  investigation of the Acquired Business as
the Purchaser shall desire to make. In connection with this  investigation,  the
Seller shall permit the Purchaser to make copies of all such documents,  records
and  information  to which  the  Purchaser  shall  be  entitled  to have  access
hereunder,  including  working  papers,  as the  Purchaser may from time to time
request.

          10.7  Cooperation.  The Seller and the Purchaser  shall cooperate with
each  other  in  promptly  taking  any  and  all  actions   appropriate  to  the
consummation of the transactions  contemplated by this Agreement. The Seller and
the Purchaser  shall take all actions  reasonably  necessary and shall use their
respective   reasonable   commercial  efforts  to  consummate  the  transactions
contemplated  hereby  on the  Closing  Date  on and  subject  to the  terms  and
conditions of this Agreement. The Seller shall use its best efforts to (i) cause
its management  and employees to cooperate  fully with the Purchaser in order to
promote and effect an orderly  transition of the  ownership of the Assets,  (ii)
maintain the vendor, patient,  Provider,  managed care company, agency and other
relationships of the Seller insofar as they relate to the Acquired  Business and
(iii)  otherwise  provide for the  conduct of the  Acquired  Business  after the
Effective Time in substantially  the manner as the same is being conducted as of
the date hereof.

          10.8 No Change in Accounting Methods.  The Seller shall not change the
historical accounting methods utilized in arriving at the 1999 Interim Financial
Statements without prior notice to the Purchaser.

          10.9 Other Offers.  On and after the date hereof and prior to Closing,
and except as expressly  permitted by the following  provisions of this Section,
neither the Seller nor WMG shall, and neither the Seller nor WMG shall authorize
or permit any of their respective  officers,  directors  employees,  affiliates,
financial advisors, attorneys,  accountants or other advisors or representatives
to solicit,  initiate,  encourage,  endorse,  or enter into any  agreement  with
respect to, or take any other action to knowingly  facilitate,  any inquiries or
the making of any proposal that  constitutes,  or may  reasonably be expected to
lead to, any  Acquisition  Proposal  (as  defined  below).  Notwithstanding  the
foregoing,  nothing contained herein shall prevent the Board of Directors of the
Seller  from  (i)  furnishing  information  to,  entering  into  discussions  or
negotiations  with, or consummating  any transaction  (including any transaction
contemplated   by  the  Patel   Documents)  that  does  not  conflict  with  the
transactions  contemplated hereby, (ii) furnishing  information or entering into
discussions or negotiations  with or consummating any Acquisition  Proposal with
any person or entity if and only to the extent (A) the Board of Directors of the
Seller or WMG shall have  determined  in good faith that such action is required
in the exercise of its fiduciary  duties,  based upon the advice of counsel,  or
(B)  directed  to so act by New  York  HMO  regulatory  authorities,  (iii)  WMG
complying with Rules 14d-9 and 14e-2 promulgated  under the Securities  Exchange
Act of 1934, or (iv) WMG making any  disclosures  to WMG's  shareholders  if the
Board of Directors of WMG shall have determined, after consultation with outside
counsel,  that  failure  to make such  disclosures  would be  inconsistent  with
applicable law. As used herein,  "Acquisition  Proposal" shall mean any offer to
acquire assets of the Seller relating to its commercial HMO products  offered in
the  State  of New York or any  other  transaction  or  arrangement  that  would
constitute,  directly or indirectly, a disposition of such assets (including but
not  limited  to, a sale or  insurance  of  stock,  a merger  or other  business
combination or a co-insurance or reinsurance arrangement).

          10.10  Public  Announcements.  Immediately  after  execution  of  this
Agreement,  the parties  shall,  subject to any required  regulatory  approvals,
prepare  and issue a joint press  release  describing  the sale of the  Acquired
Business to the Purchaser. At Closing, the parties again shall prepare and issue
a  joint  press  release   describing  the   consummation  of  the  transactions
contemplated hereby, the benefits to the respective parties, and the benefits to
the Commercial Members.  The parties shall thereafter actively  disseminate such
information to parties in interest in furtherance  of the  transitioning  to the
Purchaser of the Commercial Members.

          10.11 Schedule Deliveries.  On or before two days prior to the Closing
Date, the Seller shall deliver to the Purchaser all Schedules contemplated to be
attached hereto and which are not so attached at the time of execution.

          10.12 WARN Notices.  No less than five days prior to the Closing Date,
the Purchaser shall issue notices of termination to all of its employees, except
those  employees  being  retained  by Seller  pursuant  to Section  13.3(a),  in
accordance with the Worker Adjustment Retraining and Notification (WARN) Act, if
and to the  extent  required  under  such  act and the  regulations  promulgated
thereunder.

     11. Conditions Precedent to the Purchaser's Obligations. All obligations of
the  Purchaser   under  this  Agreement  are  subject  to  the   fulfillment  or
satisfaction,  prior to or at the Closing,  of each of the following  conditions
precedent  (any of which  may be waived  in  writing  in whole or in part by the
Purchaser, in its sole discretion).

          11.1 Delivery of Assets. At the Closing,  the Assets shall be conveyed
and  delivered to the  Purchaser  free and clear of any and all liens,  security
interests,   pledges,  guaranties,   charges,  claims,  restrictions,   options,
commitments and other  encumbrances of any nature  whatsoever.  Without limiting
the generality of the foregoing,  good and valid title to the Seller's  "Cactus"
credentialing  system and to the  Seller's  "MAZ 90" system shall be so conveyed
and delivered to the Purchaser.

          11.2  Representations  and Warranties  True as of Effective  Time. The
representations  and warranties of the Seller contained in this Agreement and in
any list, certificate,  document or written statement furnished by the Seller to
the Purchaser  pursuant hereto shall be true in all material  respects at and as
of the date hereof and shall be true in all  material  respects at and as of the
Effective  Time  with  the  same  effect  as  though  such  representations  and
warranties were made at and as of the Effective Time.

          11.3  Conveyance  Documents.   The  Seller  shall  have  executed  and
delivered to the Purchaser the  Conveyance  Documents,  as provided by Section 2
hereof.

          11.4 Officer's  Certificates.  The Purchaser  shall have received from
the Seller a  certificate  (dated  the  Closing  Date and in form and  substance
reasonably  satisfactory  to  the  Purchaser),  signed  by  the  President  or a
Vice-President  of the  Seller,  certifying  that the  conditions  specified  in
Sections 11.1 and 11.2 have been fulfilled.

          11.5  Opinion  of the  Seller's  Counsel.  The  Purchaser  shall  have
received the written opinion dated the Closing Date of Epstein,  Becker & Green,
P.C., counsel to the Seller, substantially in the form annexed hereto as Exhibit
II.

          11.6 Secretary's Certificates.  The Purchaser shall have received from
the Seller a certificate  of the Secretary of the Seller (dated the Closing Date
and in form and substance reasonably satisfactory to the Purchaser),  certifying
and setting forth (i) the names, signatures and positions of the officers of the
Seller  authorized to execute the Conveyance  Documents,  and (ii) a copy of the
resolutions adopted by the Board of Directors and the shareholders of the Seller
authorizing  the execution,  delivery and  performance of this Agreement and the
transactions contemplated hereby.

          11.7 Notifications and Consents.

               (a)  No  order,  statute,  rule,  regulation,   executive  order,
injunction,  stay, decree or restraining order shall have been enacted, entered,
promulgated or enforced by or before any Governmental  Entity,  which materially
prohibits  or restricts  the  consummation  of any of the material  transactions
contemplated hereby.

               (b) All  authorizations,  consents,  orders or  approvals  of, or
declarations or filings with, or expiration of other waiting periods imposed by,
any   Governmental   Entity  necessary  for  the  consummation  of  any  of  the
transactions  contemplated  hereby shall have been filed,  have occurred or have
been  obtained,  as the case may be,  including,  without  limitation:  (i) such
Permits  as must be issued by DOH and DOI to: (w)  authorize  the  Purchaser  to
operate a health  maintenance  organization in accordance with Article 44 of the
New York Public  Health Law;  (x)  effectuate  the  assignment  by Seller of its
rights under the Commercial  Contracts to the Purchaser and to the  continuation
by the Purchaser of the Acquired Business without any "open  enrollment"  period
during  which any  existing  Commercial  Member of Seller may elect to terminate
his, her or its Commercial Contract; (y) effectuate the transfer and enrollment,
as of the Effective  Time, of the Commercial  Members into the Purchaser  (which
members as of the Effective Time shall be deemed by DOH and DOI to be members of
the  Purchaser);  and (z) confirm that as of the Effective  Time,  the Purchaser
will be deemed by DOH and DOI to have  satisfied the  statutory  reserve and net
worth requirements, and that neither DOH nor DOI will assert successor liability
against the Purchaser in respect of  liabilities  of Seller,  or with respect to
any  regulatory  issues;  and (ii) such other  authorizations  of DOH and DOI as
shall be  necessary  for  Seller to  consummate  the  transactions  contemplated
hereby.

               (c) No  action,  suit,  claim  or  proceeding  by or  before  any
Governmental  Entity shall have been commenced and be pending which (i) seeks to
restrain,   prevent  or  materially   delay  or  restructure  the   transactions
contemplated  hereby,  (ii) seeks to obtain any material damages in respect of a
claim in connection with the Acquired Business or the transactions  contemplated
hereby, (iii) seeks to prohibit or impose any material limitation (including but
not  limited to, any time  limitation)  on the  ownership  or  operation  by the
Purchaser  of all or any  portion  of the  Acquired  Business  or to compel  the
Purchaser  to dispose of or hold  separate  all or any  portion of the  Acquired
Business,  (iv) seeks to make any of the Real  Property  the subject of material
remediation activities or investigations  pursuant to any Environmental Laws; or
(v) otherwise  questions the validity or legality of any such  transactions and,
in the case of any of the foregoing,  the same is, in the reasonable judgment of
the  Purchaser,  reasonably  likely to be adversely  determined and such adverse
determination could have a Material Adverse Effect.

          11.8 Provider Contracts.

               (a) Each of the Primergy  IPAs shall have  executed and delivered
to the Purchaser an agreement  containing  the terms and conditions set forth in
that certain proposal, dated of even date herewith,  submitted by Primergy, Inc.
to GHI,  and  otherwise  reasonably  satisfactory  in form and  substance to the
Purchaser.

               (b) The Seller shall have  delivered or caused to be delivered to
the  Purchaser,  not less than two business days prior to the Closing,  Provider
Contract  Assignments with respect to the Seller's Provider  Contracts with each
of the following  entities and any  Affiliates or successors  thereof:  (i) CHVC
IPA,  Inc.  (vision  services);  (ii)  MBC  of New  York,  Inc.  (mental  health
services);   (iii)  Laboratory   Corporation  of  America  Holdings  (laboratory
services);  (iv) Pharmacare Management Services,  Inc. (pharmacy services);  (v)
New York Medical Imaging,  P.L.L.C. (imaging services); (vi) Homedco, Inc. (home
care  services,  infusion  services and durable  medical  equipment);  and (vii)
Access Care IPA, Inc. (chiropractice services).

               (c) The Seller shall have  delivered or caused to be delivered to
the  Purchaser,  not less than two business days prior to the Closing,  Provider
Contract  Assignments with respect to Provider  Contracts  constituting not less
than (i) 80% of the Provider  Contracts with  physicians in each of the counties
comprising the WellCare Service Area and (ii) 80% of the Provider Contracts with
hospitals in each of the counties  comprising  the WellCare  Service  Area.  The
Purchaser  acknowledges  and agrees that the physicians  who  participate in the
network  of the  Primergy  IPAs  and  who are  located  within  a  given  county
comprising  party of the  WellCare  Service  Area  may be  counted  towards  the
requirement set forth in clause (i) of the preceding sentence.

          11.9 Third Party  Consents.  The  Purchaser  shall have  received  all
necessary  consents of the  counterparties  to the Commercial  Contracts and all
other third  parties to the  succession  by the Purchaser to the position of the
Seller under each material  agreement,  contract or  instrument  included in the
Assets (other than the Provider Contracts  referenced in Section 11.8 above), in
each case without any change in the terms thereof that is materially  adverse to
the  Acquired  Business or the  Purchaser,  and  containing  if requested by the
Purchaser estoppels from the respective  counterparties  thereto,  and all legal
matters  with  respect to such  consents  and  assignments  shall be  reasonably
satisfactory to the Purchaser and its counsel.

          11.10 Lien Search.  The Purchaser  shall have obtained UCC,  state and
federal tax lien and  judgment  searches  with  respect to the Seller,  the Real
Property  and the Assets as of a date no more than 15 days prior to the  Closing
Date,  together with  termination  statements with respect to all liens or other
encumbrances  relating to the Assets  reflected  thereon that do not  constitute
Permitted  Encumbrances,  except  such as may have  occurred  as a result of the
express  agreement  of the  Purchaser  and  the  Seller  or as a  result  of the
transactions contemplated hereby.

          11.11 Good Standing  Certificate.  The Seller shall have  delivered to
the  Purchaser a good standing  certificate  for the Seller as of a date no more
than 15 days prior to the Closing Date,  issued by the Secretary of State of the
State of New York  and each  jurisdiction  where  the  conduct  of the  Seller's
business activities necessitates qualification.

          11.12 Certified  Certificate of  Incorporation.  The Seller shall have
delivered to the Purchaser a copy of the  Certificate  of  Incorporation  of the
Seller, and all amendments  thereto,  certified by the Secretary of State of the
State of New York as of a date no more than 15 days prior to the Closing Date.

          11.13 Related  Party  Non-Competition  Agreement.  Each of the Related
Parties  shall have  executed and  delivered to the  Purchaser the Related Party
Non- Competition Agreement, in form and substance reasonably satisfactory to the
Purchaser.

          11.14  Contribution  of  Certain  Assets to  Seller . WMG  shall  have
contributed  to the Seller,  so that the Seller may convey to the  Purchaser  as
contemplated by Section 11.1, all right, title and interest and in and rights of
access  to the  following  assets,  to the  extent  held by WMG:  all  clinical,
diagnostic and data  analysis,  storage and retrieval  computer  systems used or
useful in the Acquired  Business,  and all billing,  bookkeeping  and accounting
computer systems used or useful in the Acquired Business, including in each case
all associated software and operating systems.

          11.15 Leases. The Leases shall been have executed and delivered to the
Purchaser, in form and substance reasonably  satisfactory to the Purchaser,  and
all consents of any third parties required therefor shall have been obtained.

          11.16 Guaranty. WMG shall have executed and delivered to the Purchaser
the Guaranty, in form and substance reasonably satisfactory to the Purchaser.

          11.17 Transition  Services  Agreement.  The Seller shall have executed
and delivered to the Purchaser the Transition  Services  Agreement,  in form and
substance reasonably satisfactory to the Purchaser.

          11.18 Insurance  Endorsements.  The Seller shall have delivered to the
Purchaser an  endorsement  to each  insurance  policy listed on Schedule 8.18 or
otherwise  maintained in connection  with the Acquired  Business  reflecting the
Purchaser as an additional  insured or loss payee and  confirming  that the tail
coverage required by Section 8.18 has been bound.

          11.19 No Material  Adverse  Change.  There shall have been no material
adverse  change in the  financial  condition,  business,  operations,  assets or
prospects of the Seller at Closing as compared with the date hereof, except such
as may have  occurred as a result of the Patel  Transaction,  as a result of the
express  agreement  of the  Purchaser  and  the  Seller  or as a  result  of the
transactions contemplated hereby.

          11.20 Approval of Schedules.  The Schedules delivered by the Seller to
the Purchaser  subsequent to the  execution and delivery of this  Agreement,  as
required by Section  10.11  hereof,  shall be acceptable to the Purchaser in its
sole but reasonable discretion;  provided, however, that the Purchaser shall not
be entitled to object to any information contained in any such Schedule that was
expressly  set forth in any of the written due  diligence  materials  heretofore
furnished to the Purchaser, as identified on Schedule 11.19 attached hereto.

          11.21 Establishment of Claims Fund. The Seller shall have delivered to
the Purchaser such  certifications  and/or other  documents as the Purchaser may
reasonably  request to evidence the establishment and funding of the Claims Fund
as contemplated by the definition of such term in Section 1 hereof.

          11.22  Patel  Transaction.  The  Patel  Transaction  shall  have  been
consummated on or prior to the Closing Date substantially in accordance with the
terms  thereof  set forth in the Patel  Documents,  and the  Seller  shall  have
delivered to the Purchaser  such  certifications  and/or other  documents as the
Purchaser may reasonably request to evidence the same.

          11.23 WARN Notices.  The Seller shall have  delivered to the Purchaser
evidence reasonably  acceptable to the Purchaser that Seller has issued all WARN
notices required under Section 10.12 (if any).

     12. Conditions  Precedent to the Seller's  Obligations.  All obligations of
the Seller under this Agreement are subject to the fulfillment or  satisfaction,
prior to or at the Closing, of each of the following  conditions  precedent (any
of which may be waived in writing in whole or in part by the Seller, in its sole
discretion):

          12.1  Representations  and Warranties  True as of Effective  Time. The
Purchaser's  representations  and warranties  contained in this Agreement and in
any list, certificate,  document or written statement furnished by the Purchaser
to the Seller pursuant  hereto shall be true in all material  respects at and as
of the date hereof and shall be true in all  material  respects at and as of the
Effective  Time  with  the  same  effect  as  though  such  representations  and
warranties were made on and as of the Effective Time.

          12.2 Compliance with Agreement. The Purchaser shall have performed and
complied in all material  respects with all agreements and conditions  contained
in this Agreement that are required to be performed or complied with by it prior
to or at the Closing.

          12.3  Payment  and  Deliveries.  The  Purchaser  shall  have  made the
payments and deliveries contemplated by Section 4 to be made on the Closing Date
and shall have executed and delivered the Assignment and Assumption Agreement.

          12.4  Officer's   Certificate.   The  Seller  shall  have  received  a
certificate  (dated  the  Closing  Date  and in form  and  substance  reasonably
satisfactory to the Seller),  signed by the President or a Vice-President of the
Purchaser,  certifying  that the conditions  specified in Sections 12.1 and 12.2
hereof have been fulfilled.

          12.5  Secretary's  Certificate.  The Seller shall have been  furnished
with a certificate of the Secretary of the Purchaser (dated the Closing Date and
in form and substance  reasonably  satisfactory  to the Seller)  certifying  and
setting  forth (i) the names,  signatures  and  positions of the officers of the
Purchaser  executing  this  Agreement  and any  documents to be delivered by the
Purchaser at Closing, and (ii) a copy of the resolutions adopted by the board of
directors of the Purchaser  authorizing the execution,  delivery and performance
of this Agreement and the transactions contemplated hereby.

          12.6 No Suit or Other Proceedings.  No injunction or restraining order
shall have been  granted  that  would  restrain  or  prohibit  the  transactions
contemplated hereby.

          12.7 Notifications and Consents.

               (a)  No  order,  statute,  rule,  regulation,   executive  order,
injunction,  stay, decree or restraining order shall have been enacted, entered,
promulgated or enforced by or before any Governmental  Entity,  which materially
prohibits  or restricts  the  consummation  of any of the material  transactions
contemplated hereby.

               (b) All  authorizations,  consents,  orders or  approvals  of, or
declarations or filings with, or expiration of other waiting periods imposed by,
any   Governmental   Entity  necessary  for  the  consummation  of  any  of  the
transactions  contemplated  hereby shall have been filed,  have occurred or have
been  obtained,  as the case may be,  including,  without  limitation:  (i) such
Permits  as must be issued by DOH and DOI to: (w)  authorize  the  Purchaser  to
operate a health  maintenance  organization in accordance with Article 44 of the
New York Public  Health Law;  (x)  effectuate  the  assignment  by Seller of its
rights under the Commercial  Contracts to the Purchaser and to the  continuation
by the Purchaser of the Acquired Business without any "open  enrollment"  period
during which any existing Commercial Member of Seller may elect to terminate his
or her Commercial  Contract;  (y) effectuate the transfer and enrollment,  as of
the Effective Time, of the Commercial  Member into the Purchaser  (which members
as of the  Effective  Time  shall be deemed by DOH and DOI to be  members of the
Purchaser); and (z) confirm that as of the Effective Time, the Purchaser will be
deemed by DOH and DOI to have  satisfied  the  statutory  reserve  and net worth
requirements,  and that  neither  DOH nor DOI will  assert  successor  liability
against the Purchaser in respect of  liabilities  of Seller,  or with respect to
any regulatory issues;  and (ii) such  authorizations of DOH and DOI as shall be
necessary for Seller to consummate the transactions contemplated hereby.

               (c) No  action,  suit,  claim  or  proceeding  by or  before  any
Governmental  Entity shall have been commenced and be pending which (i) seeks to
restrain,   prevent  or  materially   delay  or  restructure  the   transactions
contemplated  hereby,  (ii) seeks to obtain any material damages in respect of a
claim in connection with the Acquired Business or the transactions  contemplated
hereby, (iii) seeks to prohibit or impose any material limitation (including but
not  limited to, any time  limitation)  on the  ownership  or  operation  by the
Purchaser  of all or any  portion  of the  Acquired  Business  or to compel  the
Purchaser  to dispose of or hold  separate  all or any  portion of the  Acquired
Business,  (iv) seeks to make any of the Real  Property  the subject of material
remediation activities or investigations  pursuant to any Environmental Laws; or
(v) otherwise  questions the validity or legality of any such  transactions and,
in the case of any of the foregoing,  the same is, in the reasonable judgment of
the  Purchaser,  reasonably  likely to be adversely  determined and such adverse
determination could have a Material Adverse Effect.

          12.8 Transition Services Agreement.  The Purchaser shall have executed
and  delivered  to the Seller the  Transition  Services  Agreement,  in form and
substance reasonably satisfactory to the Seller.

     13.  Certain  Transactions  and  Obligations  Subsequent  to  Closing.  The
Purchaser and the Seller  represent,  warrant and agree that,  after the Closing
and during the periods  specified below and except as otherwise  mutually agreed
in writing by the Purchaser and the Seller:

          13.1 Further Assurance of Cooperation.  From and after the date hereof
and  following  the  Closing,  the Seller and the  Purchaser  shall  execute and
deliver such further documents and instruments and do such other acts and things
as the Purchaser or the Seller,  as the case may be, may  reasonably  request in
order to effectuate the transactions contemplated by this Agreement.

          13.2  Maintenance  of  Corporate,  Patient  Care,  Accounting  and Tax
Records. For a period of six (6) years following the Closing,  each party hereto
shall maintain and (subject to customary confidentiality  agreements and subject
to  applicable  patient   confidentiality  laws,  rules  and  regulations)  make
available to such other party,  for  inspection  and  duplication  by it and its
representative  for  any  reasonable  purpose,  all of such  party's  corporate,
patient care, provider claims,  accounting and tax records, files, documents and
correspondence  relating to the Acquired  Business  and to periods  prior to the
Effective Time  (including in the case of the  Purchaser,  the books and records
included in the  Assets,  which the parties  acknowledge  it is the  Purchaser's
obligation  to  maintain  at its own cost) and shall not  dispose  of,  alter or
destroy any such records,  files,  documents and correspondence for such period.
Subsequent  to such six (6) year  period,  each party  hereto  shall advise such
other party prior to any  intended  destruction  or  unavailability  of any such
corporate,  accounting and tax records,  files, documents and correspondence and
afford such other party reasonable opportunity to either take possession of such
information   or  to  make  copies  thereof   (subject  to  applicable   patient
confidentiality laws, rules and regulations).

          13.3 Certain Employees of the Seller.

               (a) The Seller or its  Affiliates  shall have the right to retain
as their employees (i) all sales and marketing personnel devoted to all portions
of the Seller's business other than the Acquired Business,  (ii) five members of
Seller's utilization management staff mutually agreed to by Seller and Purchaser
and (iii) five members of Seller's quality assurance staff mutually agreed to by
Seller and Purchaser.

               (b) With respect to all other employees of the Seller not subject
to Section 13.3(a) (the "Commercial  Employees"),  the Seller agrees, for itself
and on behalf of its Affiliates,  that the Purchaser  shall have the right,  but
not  the  obligation,  to  extend  offers  of  employment  commencing  as of the
Effective Time to any of the Commercial Employees, with such hours, compensation
and benefits as the Purchaser shall determine in its sole discretion.

               (c)  The  Seller  agrees,   for  itself  and  on  behalf  of  its
Affiliates,  that they shall not seek to enforce any non-competition obligations
which be owed by any of the Commercial  Employees who are to become employees of
the Purchaser as of the Effective Time.

               (d) The Seller shall bear all  termination  costs,  including but
not  limited  to,  severance  pay and  compensation  payable  under  the  Worker
Adjustment  Retraining  and  Notification  (WARN) Act, that are triggered by the
Seller's  termination of any of its  employees,  without regard as to whether an
employee is offered  employment  or employed by the  Purchaser.  Nothing in this
Agreement  shall be construed as imposing  any  liability  for such costs on the
Purchaser.

          13.4  Designation of the Purchaser as Successor  Employer.  The Seller
agrees,  if requested by the  Purchaser,  to consent to the  designation  of the
Purchaser  as  successor  employer of those  employees  of the Seller who become
employees of the Purchaser as contemplated by Section  13.3(b),  for purposes of
employment insurance,  payroll taxes or contribution ratings and payroll credits
under state and  federal law and/or  worker  compensation  contribution  premium
ratings under  applicable  state law. The employment of any such employee by the
Purchaser  shall not be treated as or deemed to constitute the  continuation  of
employment of such employee for any other purpose whatsoever.

          13.5 Mail and Communications. The Seller shall promptly deliver to the
Purchaser  any mail or other  communications  relating to the  Assets,  the Real
Property or the Acquired Business that is intended for the Purchaser and that is
received by the Seller following the Effective Time. The Purchaser shall deliver
to the Seller all mail intended for the Seller.

          13.6 Covenant Not to Compete, Etc..

               (a) As a further  inducement for the Purchaser to enter into this
Agreement and consummate the transactions contemplated hereby, the Seller hereby
agrees   that,   for  a  period  of  12  months  after  the  Closing  Date  (the
"Non-competition  Period"),  the Seller shall not, and shall not permit or cause
any of its Related  Parties to,  directly or indirectly,  in any capacity,  own,
manage, operate, control or participate in the ownership,  management, operation
or control of, consult with, lend its name to, otherwise assist, or continue any
interest  whatsoever,  in any enterprise,  whether  private or otherwise,  which
operates a commercial  health benefit plan anywhere within the WellCare  Service
Area.

               (b) During the Non-competition  Period, the Seller shall not, and
shall not permit or cause any of its Related Parties to, directly or indirectly,
(i) request or cause any  Providers,  Commercial  Members or other  suppliers or
customers of the Purchaser  with whom the Purchaser has a business  relationship
to  cancel,  terminate  or  diminish  any such  business  relationship  with the
Purchaser,  or (ii)  solicit,  interfere  with or entice from the  Purchaser any
employee of the Purchaser.

               (c) During the Non-competition  Period, the Seller shall not, and
shall not permit or cause any of its Related  Parties to, make any  statement or
other  communication  (except,  and only to the  extent,  as may be  required by
subpoena or other legal  process)  that  impugns or attacks  the  reputation  or
character of the  Purchaser or its  Affiliates  or their  respective  directors,
officers or employees, or damages the goodwill of any of the foregoing, take any
affirmative  action  that  would  interfere  in any  material  respect  with any
contractual  or  customer  relationships  of the  Purchaser,  including  but not
limited  to any  action  that  would  result in a  diminution  of  business,  or
otherwise  take any  affirmative  action  that is  detrimental  in any  material
respect to the best interests of the Purchaser or its Affiliates.

               (d) In the event any of the  covenants  contained in this Section
shall be determined by any court of competent  jurisdiction to be  unenforceable
by  reason of its  extending  for too great a period of time or over too great a
geographical  area or by reason of its being too extensive in any other respect,
it shall be interpreted to extend only over the maximum period of time for which
it may be enforceable  and/or over the maximum  geographical area as to which it
may be  enforceable  and/or to the  maximum  extent in all other  respects as to
which it may be enforceable, all as determined by such court in such action. The
Seller  acknowledges  that a breach of the  covenants  contained in this Section
will cause irreparable  damage to the Purchaser,  the exact amount of which will
be difficult to ascertain, and that the remedies at law for any such breach will
be inadequate.  Accordingly,  the Seller agrees that if the Seller or any of its
Related Parties  breaches or threatens to breach any of the covenants  contained
in this Section, in addition to any other remedy that may be available at law or
in equity,  the  Purchaser  shall be entitled to seek specific  performance  and
injunctive relief, without posting bond or other security.

     14. Indemnification.

          14.1  Indemnification by the Seller. The Seller hereby indemnifies the
Purchaser and agrees to hold the Purchaser harmless against and in respect of:

               (a) all Retained Liabilities;

               (b)  any  and  all  damages,  losses,   liabilities,   Taxes  and
deficiencies and penalties and interest thereon and costs and expenses resulting
from any breach or nonfulfillment of any representation,  warranty,  covenant or
agreement on the part of the Seller under this Agreement;

               (c)  all  liabilities,  obligations,  claims,  demands,  damages,
penalties,  causes of action,  losses,  fines,  costs and  expenses  (including,
without  limitation,  reasonable  attorneys' fees and expenses and investigative
costs)  imposed  upon or incurred by the  Purchaser by reason of (i) the real or
claimed presence, disposal,  discharge, escape, discharge,  emission, release or
threatened  release of any Hazardous Material on, in, from,  affecting,  or onto
any of the Real Property or any of the Assets; (ii) any lawsuit,  action, order,
or  violation  brought or  threatened  relating  to such  Hazardous  Material or
Environmental   Laws;   (iii)  any   violation  or  claimed   violation  of  any
Environmental Law affecting any of the Real Property or any of the Assets or the
imposition or recording of a lien against any of the Real Property or any of the
Assets  relating  to  Environmental  Law;  (iv)  any  misrepresentation  of  the
representations set forth in Section 8.7 hereunder;  and (v) any personal injury
or property  damage  resulting from Hazardous  Materials or the violation of any
Environmental Law with respect to any of the Real Property or any of the Assets,
in each case  except to the extent the same  arises  solely  from the actions or
omission of the Purchaser after the Effective Time; and

               (d) any and all actions,  suits,  proceedings,  claims,  demands,
assessments,  judgments,  costs,  losses,  liabilities and reasonable  legal and
other expenses incident to any of the foregoing.

          14.2   Indemnification   by  the  Purchaser.   The  Purchaser   hereby
indemnifies  the Seller and agrees to hold the Seller  harmless  against  and in
respect of:

               (a) all Assumed Liabilities;

               (b)  any  and  all  damages,  losses,   liabilities,   Taxes  and
deficiencies  and penalties and interest  thereon  resulting  from any breach or
nonfulfillment  of any  representation,  warranty,  covenant or agreement on the
part of the Purchaser under this Agreement;

               (c)  any  and  all  damages,  losses,   liabilities,   claims  or
litigation  which may hereafter be brought by any third party against the Seller
arising out of the  Purchaser's  actions or  omissions  in the  operation of the
Acquired Business after the Effective Time; and

               (d) any and all actions,  suits,  proceedings,  claims,  demands,
assessments,  judgments,  costs,  losses,  liabilities and reasonable  legal and
other expenses incident to any of the foregoing.

          14.3 Limitations on Indemnity.

               (a)  The  indemnification   obligations  of  the  parties  hereto
pursuant  to  Sections  14.1(b)  or  14.2(b)  with  respect to any breach of any
representation,  warranty,  covenant or agreement  shall be limited to indemnity
claims  made prior to the last date of survival  thereof  referred to in Section
30. If at the expiration of the appropriate period any claim for indemnification
has been  asserted but not fully  determined,  or any audit or other  proceeding
with  respect to any Tax or Tax Return has been  initiated,  such period will be
extended  as to such  claim,  audit or  other  proceeding  until  it is  finally
determined or concluded.

               (b) Notwithstanding anything to the contrary contained in Section
14.1, in no event shall the Seller have any indemnity  obligation  arising under
Section  14.1(b)  in  an  amount  that  would  cause  the  aggregate  amount  of
indemnification  provided by the Seller in respect  thereof to exceed the sum of
$2,000,000;  provided,  however,  that  such  limitation  shall not apply to any
indemnity  obligation  arising in respect of third party claims asserted against
the Purchaser.

          14.4 Notice to the  Indemnitor.  Within a reasonable  period after the
assertion  of any claim by a third  party or  occurrence  of any event which may
give rise to a claim for indemnification  from the Indemnitor under this Section
14, the  Indemnified  Party shall notify the Indemnitor in writing of such claim
in a timely manner,  describing  the basis for such claim,  and, with respect to
claims by third parties,  advise the Indemnitor  whether the  Indemnified  Party
intends to contest same; provided,  however, that an Indemnified Party's failure
to give timely notice to an Indemnitor  shall not constitute a defense (in whole
or in part) to any claim for  indemnification  by such Indemnified Party unless,
and  only  to  the  extent  that,  such  failure  results  in  prejudice  to the
Indemnitor.

          14.5 Rights of Parties to Settle or Defend.  The Indemnitor shall have
the right, at its own expense,  to contest and defend against such claim. Should
the  Indemnitor  so elect to assume the  defense of such claim,  the  Indemnitor
shall not be liable to the Indemnified Party for any legal expenses subsequently
incurred by the  Indemnified  Party except to the extent that such  expenses are
incurred directly in connection with interposing defenses that are not available
to the Indemnitor.  The Indemnified Party shall make available to the Indemnitor
and its  attorneys  and  accountants,  at all  reasonable  times  during  normal
business  hours,  all books,  records,  and other  documents  in its  possession
relating to such claim. If the Indemnitor has elected to contest such claim, the
Indemnified  Party shall have the right to be represented,  at all stages and at
its own expense, by advisory counsel and accountants,  their participation to be
subject to the reasonable  direction and approval of the  Indemnitor.  The party
contesting  any such claim  shall be  furnished  all  reasonable  assistance  in
connection  therewith by the other party. If the Indemnitor chooses to defend or
prosecute any such claim,  the  Indemnified  Party will agree to any settlement,
compromise or discharge of such claim which  provides  solely for the payment of
money  damages and which the  Indemnitor  may  recommend  and which by its terms
obligates  the  Indemnitor to pay the full amount of the liability in connection
with such claim at the time of the settlement,  compromise or discharge thereof.
Whether or not the  Indemnitor  shall have  assumed the defense of such a claim,
the Indemnified  Party shall not admit any liability with respect to, or settle,
compromise  or  discharge,  such claim  without the  Indemnitor's  prior written
consent.  If the Indemnitor  fails  forthwith to defend,  settle or pay any such
third party claim  within ten days after the  Indemnitor  has  received  written
notice from the Indemnified Party, or after receiving such notification from the
Indemnified  Party,  the Indemnitor  fails to defend,  settle or pay such claim,
then the Indemnified  Party may take any and all reasonable  necessary action to
defend or dispose of such claim including, without limitation, the settlement or
full payment thereof upon such terms as it shall deem  appropriate,  in its sole
discretion, subject to the requirement that such settlement provide only for the
payment of money damages.

          14.6  Reimbursement.  At the time  that the  Indemnified  Party  shall
suffer a loss because of a breach of any warranty, representation or covenant by
the  Indemnitor  or at the time the amount of any  liability  on the part of the
Indemnitor  under this section is  determined  (which in the case of payments to
third persons,  shall be the earlier of (i) the date of such  payments,  or (ii)
the date that a court of competent  jurisdiction  shall enter a final  judgment,
order or decree, after exhaustion of appeal rights establishing such liability),
the Indemnitor shall forthwith,  upon notice from the Indemnified  Party, pay to
the Indemnified  Party the amount of the indemnity  claim. If such amount is not
paid forthwith, then the Indemnified Party may, at its option, take legal action
against the Indemnitor for  reimbursement  in the amount of its indemnity claim.
For purposes  hereof,  the indemnity claim shall include the amounts so paid (or
determined  to be  owing)  by the  Indemnified  Party  together  with  costs and
reasonable attorneys' fees and interest on the foregoing items at the legal rate
applicable to outstanding judgments in the jurisdictions  involved from the date
the  obligation  is  due  from  the  Indemnified  Party  to the  Indemnitor,  as
hereinabove provided, until the indemnity claim shall be paid.

          14.7 Losses Net of Insurance,  etc. The amount of any loss, liability,
claim,  damage or  expense  for which  indemnification  is  provided  under this
Section  14  shall  be  net of  any  amounts  recovered  or  recoverable  by the
Indemnified Party under insurance policies with respect to such loss, liability,
claim, damage or expense.  If, following the receipt by any Indemnified Party of
any  indemnity  payment  hereunder,  such  Indemnified  Party shall  receive any
insurance  recovery or  indemnity  payment  from a third party in respect of the
same underlying loss, liability,  damage or expense, the Indemnified Party shall
reimburse the Indemnitor  hereunder to the extent of such insurance  recovery or
third-party indemnity payment.

          14.8  Effectiveness.  Nothing  herein shall be construed to impose any
obligation  on the  Purchaser  or any  Affiliate  of the  Purchaser to assume or
discharge any responsibility for any liability of the Seller if the Closing does
not occur.  The terms and  conditions  of this Section 14 shall have effect only
from and after the Effective Time.

     15. Brokers and Finders' Fees.

          15.1 The Seller.  The Seller  represents and warrants to the Purchaser
that, except pursuant to the engagement of Bear Stearns & Co. Inc. in connection
with, among other things, the transactions contemplated hereby, all negotiations
relative to this Agreement have been carried on by the Seller  directly  without
the  intervention  of any Person who or which may be entitled to a brokerage fee
or other  commission  in  respect  of the  execution  of this  Agreement  or the
consummation  of  the  transactions   contemplated  hereby.  The  Seller  hereby
indemnifies and agrees to hold the Purchaser and its Affiliates harmless against
any and all  claims,  losses,  liabilities  or  expenses  which may be  asserted
against the  Purchaser or any of the  Purchaser's  Affiliates as a result of the
Seller's or the Seller's Affiliates'  dealings,  arrangements or agreements with
Bear Stearns & Co. Inc. or any such other person or entity.

          15.2 The  Purchaser.  The  Purchaser  represents  and  warrants to the
Seller that all negotiations  relative to this Agreement have been carried on by
it directly  without the intervention of any Person who or which may be entitled
to a  brokerage  fee or other  commission  in respect of the  execution  of this
Agreement or the  consummation  of the  transactions  contemplated  hereby.  The
Purchaser  agrees to indemnify and hold the Seller and its  Affiliates  harmless
against  any and all  claims,  losses,  liabilities  or  expenses  which  may be
asserted  against the Seller or its Affiliates as a result of the Purchaser's or
any of the Purchaser's Affiliates' dealings, arrangements or agreements with any
such other person or entity.

     16. Additional Agreements.

          16.1  Expenses.  Except  as  otherwise  provided  herein,  each of the
parties hereto shall pay its own expenses  incidental to the preparation of this
Agreement,  the  carrying  out of the  provisions  of  this  Agreement  and  the
consummation of the transactions  contemplated hereby,  including any amendments
or revisions  hereto.  In the event that any party hereunder brings an action or
suit  against  any other party  hereunder  by reason of any breach of any of the
covenants,  agreements  or  provisions  in this  Agreement  before  or after the
Effective  Date, the  prevailing  party shall be entitled to have and recover of
and from  the  other  party  all  costs  and  expenses  of the  action  or suit,
including, without limitation, reasonable attorneys' fees.

          16.2  Transfer  Taxes.  The  Purchaser  and the Seller  shall bear and
discharge in a timely manner any and all federal,  state and local  transfer and
gains  taxes,  sales  taxes and real  property  transfer  and gains  taxes under
applicable  statutes,  rules or regulations  that may be incurred as a result of
the  transactions  contemplated  by  this  Agreement  (collectively,   "Transfer
Taxes"),  as follows:  the  Purchaser  shall bear the first  $20,000 of Transfer
Taxes and the Purchaser and the Seller shall each bear 50% of all Transfer Taxes
in excess of $20,000.  The  Purchaser  and the Seller  agree that (i) they shall
each remit a check in payment of its  obligation  under this Section 16.2 to the
appropriate  Governmental  Entity on or prior to the applicable payment due date
for such tax  payment;  (ii) the  Purchaser  shall  prepare  and timely file all
necessary  reports  and  returns in  connection  with the  payment of such taxes
(except  that the Seller  shall remit any to the  appropriate  authority  of the
State of New York any sale  tax  due)  and the  Seller  shall  provide  its full
assistance and cooperation with respect thereto,  including, but not limited to,
the Seller's  furnishing  any  necessary  information  or data and executing and
delivering  any  documents  required  to be filed;  and (iii) the  Seller  shall
cooperate with the Purchaser in connection with the Purchaser's filing of a bulk
sale notice with the New York State  Department  of Taxation and  Finance.  This
Section 16.2 and the respective  parties'  obligation to pay the indicated taxes
as described herein shall survive the Closing.

          16.3 Confidentiality. Subject to Section 10.10, until the Closing Date
the parties  hereto shall,  and after the Closing Date the Seller shall,  to the
extent not otherwise permitted hereby or required by law, hold and cause each of
its  Affiliates,  employees  and agents to hold all  information  and  documents
relating to the Assets,  the Real Property or the Acquired  Business or obtained
in  connection  with the  transactions  contemplated  hereby (to the extent such
information and documents are not generally  available and readily accessible to
the public at large) confidential.

     17. Merger;  Amendment.  This Agreement and the other Transaction Documents
set forth the entire  understanding  of the parties  hereto with  respect to the
transactions  contemplated  hereby.  Any and all other  previous  agreements and
understandings between or among the parties regarding the subject matter hereof,
whether  written or oral, are hereby  released,  merged herein and superseded by
this  Agreement.  This  Agreement  shall  not be  amended  except  by a  written
instrument duly executed by each of the parties hereto.

     18.  Assignment and Binding  Effect.  This Agreement may not be assigned by
any party hereto without the prior written consent of the other party hereto and
any  purported  assignment in violation of the terms of this Section 18 shall be
null and void ab initio.  Notwithstanding  the foregoing,  GHI may assign all of
its rights and  interests  hereunder  to GHMO  without  the consent of any other
party  hereto,  whereupon  GHMO  shall be  deemed to have  assumed  all of GHI's
duties,  obligations and  liabilities  hereunder and GHI shall be deemed to have
been fully  released  therefrom.  Such  assignment by GHI and assumption by GHMO
shall be  conclusively  evidenced by the  execution  and delivery by GHMO of the
Assignment  and  Assumption  Agreement to be entered into between the Seller and
the Purchaser at the Closing.  All of the terms and provisions of this Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by the
respective successors and permitted assigns of the parties hereto.

     19.  Waiver.  Any term or provision of this  Agreement may be waived at any
time by the party entitled to the benefit  thereof by a written  instrument duly
executed by such party.

     20.  Termination.  This  Agreement may be  terminated at any time,  but not
later than the Effective Time, as follows:

          20.1 Mutual Consent. By the Purchaser and the Seller mutually agreeing
to terminate this Agreement; or

          20.2 The Seller's  Breach.  By the  Purchaser  if, as of the Effective
Time,  the  Purchaser is ready,  willing and able to proceed to  consummate  the
transactions contemplated hereby but any of the conditions of the obligations of
the Purchaser pursuant to Section 11 hereof shall not have been satisfied or, in
the sole discretion of the Purchaser,  waived by the Purchaser, or if the Seller
shall have  breached a material  covenant or agreement  hereunder  and shall not
have cured the same within  three  business  days after notice of such breach is
given to the Seller by the Purchaser; or

          20.3 The  Purchaser's  Breach.  By the Seller if, as of the  Effective
Time,  the  Seller is ready,  willing  and able to  proceed  to  consummate  the
transactions contemplated hereby but any of the conditions of the obligations of
the Seller  pursuant to Section 12 hereof shall not have been  satisfied  or, in
the sole  discretion  of the Seller,  waived by the Seller,  or if the Purchaser
shall have  breached a material  covenant or agreement  hereunder  and shall not
have cured the same within  three  business  days after notice of such breach is
given to the Purchaser by the Seller; or

          20.4 Casualty.  By the Purchaser in the circumstances  contemplated by
Section 10.5; or

          20.5 By the  Purchaser or the Seller.  By either the  Purchaser or the
Seller if the  Closing  Date shall not have  occurred on or before June 1, 1999,
except if such delay has  occurred by reason of a breach by such party of any of
its material obligations hereunder.

          In the event of the  termination by either the Purchaser or the Seller
as provided above, written notice of termination shall forthwith be given by the
party electing to terminate to the other party. Any termination pursuant to this
Section  20 shall be  without  liability  on the part of any  party to the other
parties  hereto,  except to the extent  that such  termination  by one party has
resulted  from a breach by the other  party of any of its  material  obligations
hereunder.  Nothing in this  Agreement  shall be deemed to require  any party to
terminate  this  Agreement  in the  event  that  a  condition  precedent  to its
obligations hereunder is not met, rather than to waive such conditions precedent
and proceed to Closing.  Notwithstanding  the  foregoing,  the occurrence of the
Closing  shall not be deemed  to  constitute  a waiver by a party of any term or
condition hereof that is for the benefit of such party except to the extent that
such waiver is in writing and subscribed by such party.

          21. Notices. Any notice, request,  demand, waiver, consent,  approval,
or other  communication  which is required or permitted to be given to any party
hereunder  shall be in writing and shall be deemed  given only if  delivered  to
such party  personally or sent to such party by facsimile (with  confirmation of
receipt) or by overnight  courier or by  registered  or  certified  mail (return
receipt requested),  with postage and registration or certification fees thereon
prepaid, addressed to the party at its address set forth below:

          To the Seller:      WellCare of New York, Inc.
                              Park West/Hurley Avenue Extension
                              Kingston, New York  12401
                              Attention: Mary Lee Campbell-Wisely
                              Facsimile No.: 914-334-7820

          with copies to:     Epstein, Becker & Green, P.C.
                              250 Park Avenue
                              New York, New York  10177
                              Attention:  Seth I. Truwit, Esq.
                              Facsimile No.:  (212) 661-0989

          To the Purchaser:   Group Health Incorporated
                              441 Ninth Avenue
                              New York, New York  10001
                              Attention: William Mastro, Esq.
                              Facsimile No.: (212) 563-8569

          with copies to:     Kalkines, Arky, Zall & Bernstein LLP
                              1675 Broadway, 27th Floor
                              New York, New York 10019
                              Attention: Marcia Alazraki, Esq.
                              Facsimile No: (212) 541-9250

or to such other  address or person as any party may have  specified in a notice
duly given to the other party as provided herein. Such notice, request,  demand,
waiver,  consent,  approval or other  communication shall be deemed to have been
given as of the date so delivered.

     22. Risk of Loss.  Except as provided  in Section  10.5 of this  Agreement,
legal title,  equitable  title and risk of loss with respect to the Assets shall
not pass to the Purchaser  until the Assets are  transferred to the Purchaser as
of the Effective Time.

     23.  Severability.  If any provision of this Agreement,  or the application
thereof to any Person or any circumstance,  is invalid or  unenforceable,  (i) a
suitable and equitable provision shall be substituted therefor in order to carry
out,  so far as may be valid and  enforceable,  the intent  and  purpose of such
invalid or unenforceable provision, and (ii) the remainder of this Agreement and
the  application of such provision to other persons,  entities or  circumstances
shall not be affected by such  invalidity  or  unenforceability,  nor shall such
invalidity or  unenforceability  affect the validity or  enforceability  of such
provision, or the application thereof, in any other jurisdiction.

     24.  Governing Law. This Agreement shall be governed by and interpreted and
enforced  in  accordance  with the laws of the State of New York as  applied  to
contracts made and fully performed in such state.

     25. Third Party  Beneficiary;  No Benefit to Others.  The  representations,
warranties,  covenants and  agreements  contained in this  Agreement are for the
benefit of the  Purchaser  and the Seller and their  respective  successors  and
permitted assigns.  This Agreement shall not be construed as conferring,  and is
not intended to confer, any rights on any other persons.

     26. Section  Headings.  All section  headings are for convenience  only and
shall in no way modify or restrict any of the terms or provisions hereof.

     27. Schedules and Exhibits.  All Schedules hereto and the Exhibits referred
to herein are  intended  to be and hereby are  specifically  made a part of this
Agreement.

     28.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall be deemed an original, and the Seller, and the
Purchaser  may become  parties  hereto by executing a counterpart  hereof.  This
Agreement and any counterpart so executed shall be deemed to be one and the same
instrument.  It shall not be necessary in making proof of this  Agreement or any
counterpart  hereof to produce or account for any of the other  counterparts.  A
facsimile copy of the signature page hereof  transmitted by a party hereto shall
be effective to constitute the execution and delivery hereof by such party.

     29.  Time for  Performance.  If the final day of any  period or any date of
performance  under this Agreement falls on a Saturday,  Sunday or legal holiday,
then the final day of the period or the date of performance shall be extended to
the next day which is not a Saturday, Sunday or legal holiday.

     30. Survival.  The provisions of Sections 2, 3, 5, 7, 8, 9, 14, 15, 16, 17,
18, 19, 22 and 24 through 34 hereof (the "Surviving  Provisions")  shall survive
the Closing hereunder, in accordance with the following: (i) the representations
and  warranties  contained in Section 8.7, 8.11 and 8.12 shall survive until the
expiration of the applicable statute of limitations (giving effect to any waiver
or  extension  thereof);  (ii)  each of  other  representations  and  warranties
contained  in  Sections  8, 9 and 15 shall  survive  for a period  of two  years
following the Closing;  and (iii) each of the other Surviving  Provisions  shall
survive indefinitely,  unless it is expressly stated therein that such provision
is to survive for a different period.

     31. Waiver of Jury Trial.  To the extent not  prohibited by applicable  law
which cannot be waived,  the Purchaser and the Seller hereby waive, and covenant
that it or they will not assert (whether as plaintiff,  defendant or otherwise),
any right to trial by jury in any forum in respect of any issue, claim,  demand,
action,  or cause of action  arising out of or based upon this  agreement or the
subject  matter  hereof or any  Transaction  Document,  in each case whether now
existing or hereafter  arising or whether in contract or tort of otherwise.  The
parties  acknowledge  that they have been informed  that the  provisions of this
section constitute a material  inducement upon which the other party has relied,
are relying and will rely in entering into this Agreement. Any party may file an
original  counterpart  or a copy of this  section  with  any  court  as  written
evidence  of the consent of the other  parties to the waiver of their  rights to
trial by jury.

     32.  Service of Process.  The Seller and the Purchaser  (each a "Submitting
Party") each hereby irrevocably  submits to the jurisdiction of the state courts
of the State of New York and to the  jurisdiction  of the United States District
Court for the Southern District of New York for the purposes of any suit, action
or other  proceeding  arising out of or based upon this agreement or the subject
matter  hereof  brought by the  Purchaser.  The  Submitting  Party to the extent
permitted by applicable law hereby waives,  and agrees not to assert,  by way of
motion,  as a defense,  or  otherwise,  in any such suit,  action or  proceeding
brought in such courts, any claim that it or he is not subject personally to the
jurisdiction  of the above-named  courts,  that its or his property is exempt or
immune from  attachment  or  execution,  that the suit,  action or proceeding is
brought  in an  inconvenient  forum,  that the  venue  of the  suit,  action  or
proceeding is improper or that this  agreement or the subject  matter hereof may
not be enforced in or by such court.  The  Submitting  Party hereby  consents to
service  of  process by mail at its  address  to which  notices  are to be given
pursuant to Section 21 hereof.  Final judgment  against the Submitting  Party in
any such action, suit or proceeding shall be conclusive,  and may be enforced in
any other  jurisdiction  (a) by suit,  action or proceeding  on the judgment,  a
certified or true copy of which shall be conclusive evidence of the fact and the
amount of indebtedness or liability of the Submitting Party therein described or
(b) in any  other  manner  provided  by or  pursuant  to the laws of such  other
jurisdiction.

     33.  Construction.  The  Purchaser  and the Seller agree that the terms and
conditions of this Agreement and the other Transaction  Documents are the result
of  negotiations  between  the  parties  and that this  Agreement  and the other
Transaction Documents shall not be construed in favor of or against any party by
reason of the extent to which any party or its professionals participated in the
preparation of this Agreement.


<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally  bound
hereby, have duly executed this Asset Purchase Agreement on the date first above
written.


GROUP HEALTH INCORPORATED



By:  /s/ Donna Lynne
     -----------------------------
Name:    Donna Lynne
     -----------------------------
Title:   Executive VP/COO
     -----------------------------



WELLCARE OF NEW YORK, INC.



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