Exhibit 10.51b


                   VOLUNTARY SEPARATION AGREEMENT AND RELEASE

     This  memorandum  sets  forth  the terms and  conditions  of the  Voluntary
Separation Agreement and Release  ("Agreement")  between John E. Ott, on his own
behalf and on behalf of his estate, heirs, executors, administrators, attorneys,
successors and assigns (hereinafter  collectively referred to as the "Employee")
and The WellCare Management Group, Inc., and its parent(s),  branches, agencies,
subsidiaries,  affiliates,  related companies and divisions and their respective
successors, assigns, representatives,  agents, officers, directors, shareholders
and employees,  whether current or former (hereinafter  collectively referred to
as "WellCare").

     WHEREAS,  the  Employee  and  WellCare  have  agreed  that  the  Employee's
employment  with  WellCare  will  immediately  cease  effective  the date of the
closing of the  transaction  between  Kiran C. Patel,  M.D.  and  WellCare  (the
"Termination Date").

     WHEREAS,  the Employee shall voluntarily resign as an officer and member of
the Board of  Directors of  WellCare,  effective  the date of the closing of the
transaction between Kiran C. Patel, M.D. and WellCare.  Notwithstanding anything
to the contrary in this  Agreement,  the date of the closing of the  transaction
between  Kiran C. Patel,  M.D. and WellCare,  shall be Employee's  final date of
employment with WellCare in any capacity.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and undertakings set forth herein, the Employee and WellCare agree as follows:

     1. The employment agreement dated June 1, 1996, by and between the Employee
and WellCare,  as amended by the Amendment to the Employment Agreement including
Exhibits  A&B  thereto,  dated June 1, 1998  ("Employment  Agreement"),  and all
rights and obligations of the Employee and WellCare  thereunder  shall terminate
effective  at 5:00 p.m. on the seventh day after the closing of the  transaction
between Kiran C. Patel, M.D. and WellCare, provided, however, that Employee does
not revoke this  Agreement  within  seven (7) days after  signing it pursuant to
paragraph 15 of this Agreement.

     2.  As  consideration  for the  Employee's  release  of any and all  claims
against  WellCare as set forth in  paragraph 3 herein and  provided the Employee
does not revoke this  agreement as set forth in paragraph 1 above and  paragraph
15 below and subject to Employee's  compliance with the terms of this Agreement,
WellCare agrees:

     (A) to the maximum extent permitted by New York Corporate law, to indemnify
Employee against  judgments,  fines,  penalties,  amounts paid in settlement and
reasonable  expenses  actually  incurred  by  Employee   (including   reasonable
attorney's fees) in the event Employee is made a party to any proceeding,  other
than an action by or in the right of the company, by reason of the fact that the
Employee  is or was an  employee,  officer,  director  or agent of the  company.
WellCare  may also advance to the Employee  expenses  incurred in defending  any
such  proceedings  to the maximum extent  permitted by New York State  corporate
law, including agreement by Employee to repay such advanced sums if he is latter
found not to be indemnified  by the company  pursuant to New York corporate law.
In accordance with the foregoing,  no such indemnification shall be made unless,
inter alia, Employee is successful on the merits in the defense of any preceding
referenced  above,  Employee  acted in good faith and in a manner he  reasonably
believed to be in the best  interests  of the company  and,  with respect to any
criminal action or proceeding,  Employee had no reasonable  cause to believe his
conduct was unlawful.  It is hereby  agreed that such rights of  indemnification
shall be in addition to any rights of  indemnification  Employee  may have as an
officer of the company, pursuant to bylaws of the company or otherwise present.

     (B) to provide the Employee with a  compensation  equivalent to $180,000 to
be distributed as follows:

          (i)  a  lump  sum  payment  fifty  thousand  dollars  ($50,000),  less
applicable  deductions,  on or about the fourteenth day after the closing of the
proposed transaction between Kiran C. Patel, M.D. and WellCare;

          (ii)  for  twelve  consecutive  months,  commencing  30 days  from the
closing of the transaction between Kiran C. Patel, M.D. and WellCare,  a monthly
payment of $4,167.00, less applicable deductions;

          (iii) a to be  determined  amount of shares of the Common Stock of The
WellCare  Management  Group,  Inc.  equivalent  to the value of eighty  thousand
dollars  ($80,000)  based  on the  closing  stock  price  as of the  date of the
authorization  of the  additional $5 million shares of common stock of WellCare.
The stock as issued to the Employee shall have a minimum floor price of $.51 per
share. In addition, WellCare shall, at its sole expense, use its best efforts to
have the shares issued to the Employee  authorized  and approved for public sale
by July 1, 2000. In the event  registration and approval of the stock for public
sale is not completed by that date, for any reason whatsoever,  WellCare,  will,
upon receiving proper Board approval,  purchase the stock back from the Employee
within  ninety days  following  receiving  written  notice at the greater of the
current market price as of such date or $.51 per share.

          (iv) to reimburse all reasonable health insurance expenses incurred by
Employee under Employee's  family coverage health insurance prior to the date of
the closing of the transaction between Kiran C. Patel, M.D. and WellCare.

During the period in which the Employee is receiving  payments  pursuant to this
paragraph  2(b), the Employee shall be reasonably  available via telephone or in
person to answer  questions  from the  President or Chief  Executive  Officer of
WellCare,  or their designee,  relating to those services the Employee performed
prior to the termination of his employment.

     (C)  to  pay  for  the  contribution  of the  Employee's  health  insurance
coverage,  including  Employee's  spouse,  for the  period  from the date of the
closing of the transaction between Kiran C. Patel, M.D. and WellCare through May
31, 2001,  pursuant to COBRA, if eligible.  If the Employee  resides outside the
service  area,  or is not eligible for COBRA,  the company  shall  reimburse the
Employee  for the cost of  alternative  coverage he obtains,  up to a maximum of
$7,000.00 in total for the two-year period.

     (D) to make a good faith attempt to transfer the company's  executive  life
insurance policy, or a portion thereof, to an individual policy.  WellCare shall
continue to contribute towards the policy premium,  at the current  contribution
level,  for a two year  period  commencing  from the date of the  closing of the
transaction between Kiran C. Patel, M.D. and WellCare; and

     (E) to waive, as of the date of its execution of this Agreement, all rights
it may have pursuant to paragraph 6 of the Employment Agreement.

     3. In exchange for the payments and benefits set forth in paragraph 2 above
and for other good and  valuable  consideration,  the Employee  hereby  releases
WellCare from any and all liability  for any claims  against  WellCare as of the
date of this execution of this  Agreement,  whether known or unknown to him that
may arise under express or implied contract,  federal,  state, or local statute,
executive order, law, ordinance, tort or other obligations arising out of public
policy.   This   release   includes  but  is  not  limited  to  any  claims  for
discrimination  on the basis of race,  color,  sex,  national origin,  religion,
disability, age, marital status and veteran status, including but not limited to
any claims  arising  under Title VII of the Civil Rights Act of 1964,  the Civil
Rights Act of 1966, The Civil Rights Act of 1991, of the Age  Discrimination  in
Employment  Act of 1967, the Older Workers  Benefit  Protection Act of 1990, the
Family and Medical Leave Act of 1993, the Employee  Retirement  Income  Security
Act, the Americans with  Disabilities  Act of 1990, the Fair Labor Standards Act
of 1938, the New York State Human Rights Law, and all claims for wages, monetary
or equitable relief,  vacation,  other employee fringe benefits,  benefit plans,
medical  plans,  401(k) plans,  stock options  plans or  attorneys'  fees.  This
Agreement does not constitute any admission by WellCare that it has violated any
such law or legal  obligation  with  respect  to any  aspect  of the  Employee's
employment or termination therefrom.

     4. The Employee  represents,  warrants and acknowledges  that WellCare owes
him no wages,  commissions,  bonuses, sick pay, personal leave pay, holiday pay,
severance  pay,  vacation  pay,  tuition  reimbursement,   stock  options,  auto
allowance, 401(k) Plan benefits or other compensation or benefits or payments or
forms of  renumeration  of any kind or  nature,  other  than  that  specifically
provided for in this Agreement.  Reference is made to the Employment  Agreement,
to the Amendment to the Employment Agreement, and to the Option Agreements dated
September 9, 1995,  June 1, 1996,  June 1, 1996 and June 27, 1997 as well as any
and all other option  agreements  which have or may have been granted.  Employee
and WellCare hereby  acknowledge  that as a result of Employee's  termination of
employment,  no options  granted under the Option  Agreements or otherwise shall
become  exercisable;  and that  Employee  further  acknowledges  and agrees that
WellCare has no further  obligation  to issue any options to the Employee  under
the Employment Agreement or otherwise.

     5. The  Employee  confirms  that he has  delivered  to WellCare any and all
property and equipment of WellCare, including his beeper, phone, keys, laptop or
other computers, and any other WellCare items he may have had in his possession.

     6. The Employee  represents and agrees that; (a) he has not filed or caused
to be filed any lawsuits  against WellCare in any Court  whatsoever;  (b) he has
not filed or caused to be file any charges or complaints  against  WellCare with
any municipal,  state or federal agency charged with the enforcement of any law,
and  (c)  pursuant  to and  as a part  of the  Employee's  complete,  total  and
irrevocable  release and  discharge of WellCare,  the  Employee  agrees,  to the
fullest  extent  permitted  by law,  not to file or cause to be filed a  charge,
complaint,  grievance,  or demand for arbitration in any forum, which relates to
any matter that involves WellCare and that occurred on or before the date of the
Employee's execution of this Agreement.

     7. The Employee agrees not to disclose the terms,  contents or execution of
this  Agreement,  the claims  that have been or could have been  raised  against
WellCare  as of the date of  execution  of this  Agreement,  and the  facts  and
circumstances underlying any such claims except in the following circumstances:

          A. The  Employee  may  disclose  the  terms of this  Agreement  to his
immediate  family,  so long as such  family  member  agrees  to be  bound by the
confidential nature of this Agreement;

          B. The Employee  may  disclose the terms of this  Agreement to (i) his
counsel, tax advisors, auditors or accountants, so long as such persons agree in
writing to be bound by the confidential nature of this Agreement, or (ii) taxing
authorities, if requested by such authorities and so long as they are advised in
writing of the confidential nature of this Agreement; and

          C.  Pursuant  to the  order  of a  court  or  governmental  agency  of
competent jurisdiction,  or otherwise as may be required by law, or for purposes
of securing enforcement of the terms and conditions of this Agreement.

     8. In the event  the  Employee  is asked  about  the  circumstances  of his
termination  by a  prospective  employer he may state only that WellCare and the
Employee  mutually agreed to terminate his  employment,  both parties will state
that the Employee's work  performance was satisfactory and both parties mutually
agreed to terminate  Employee's  position so that the Employee  could seek other
opportunities. Neither party shall make derogatory comments about the other.

     9. The terms, contents or execution of this Agreement, any claims that have
been or could have been raised  against  WellCare as of the date of execution of
this Agreement, and the facts and circumstances underlying any such claims shall
not be admissible in any litigation,  arbitration or proceeding in any forum for
any purpose other than to secure enforcement of the terms and conditions of this
Agreement, except as required by law.

     10. Employee agrees not to issue any  communication,  written or otherwise,
that disparages,  criticizes or otherwise  reflects  adversely or encourages any
adverse  action against  WellCare,  except if testifying  truthfully  under oath
pursuant to any lawful  court order or subpoena or  otherwise  responding  to or
providing disclosures required by law.

     11. Except as required by law,  Employee  specifically  agrees that he will
not at any time, in any fashion, form, or manner, either directly or indirectly,
divulge,  disclose,  or communicate to any person,  firm or corporation,  in any
manner whatsoever any information of any kind, nature, or description concerning
any  matters  affecting  or relating to the  business  of  WellCare,  including,
without  limiting  the  generality  of the  foregoing,  the  names of any of its
customers,  the prices it obtains or has  obtained,  or at which it sells or has
sold its products or services,  or any other information of, about or concerning
the business of WellCare,  its manner of  operation,  its plans,  processes,  or
other date of any kind nature, or description,  without regard to whether any or
all  of the  foregoing  matters  would  be  deemed  confidential,  material,  or
important,  the parties  hereby  stipulating  that as between them, the same are
important, material, and confidential, and gravely affect the successful conduct
of the business of WellCare and its  goodwill,  and that any breach of the terms
of this  paragraph  is a material  breach of this  Agreement.  Employee  further
confirms  that he has  delivered  to WellCare  any and all  documents  and other
tangible items containing information as described in this paragraph.

     12. Upon service on the Employee,  or anyone  acting on his behalf,  of any
subpoena,  order,  directive or other legal  process  requiring  the Employee to
engage  in  conduct  encompassed  within  paragraphs  7,  9,  10 or  11 of  this
Agreement,  the Employee or his attorney shall immediately notify Set I. Truwit,
Esq.,  Epstein,  Becker & Green, P.C., 250 Park Avenue, New York, New York 10177
and the  President/Chief  Executive  Officer of WellCare  in writing  within two
business day of such service.

     13.  Employee  agrees that he will assist and  cooperate  with  WellCare in
connection with the defense or prosecution of any claim that may be made against
or by WellCare,  or in connection  with any ongoing or future  investigation  or
dispute  or claims of any kind  involving  WellCare,  including  any  proceeding
before any arbitral,  administrative,  judicial,  legislative,  or other body or
agency,  including  testifying  in any  proceeding  to the extent  such  claims,
investigations  or  proceedings  relate to services  performed or required to be
performed by Employee,  pertinent knowledge possessed by Employee, or any act or
omission by Employee.  Employee  further  agrees to perform all acts and execute
and delivery any  documents  that may be  reasonably  necessary to carry out the
provision of this  paragraph.  WellCare will reimburse any  reasonable  expenses
required to provide these services.

     14. The failure of the Employee or WellCare to insist upon strict adherence
to any term of this  Agreement on any occasion  shall not be considered a waiver
thereof,  or deprive  that party of the right  thereafter  to insist upon strict
adherence to that term or any other term of this Agreement.

     15. The Employee acknowledges that he has been offered twenty-one (21) days
from the date he received this Agreement within which to consider its terms, and
that he has been advised  that during such period he should  consult an attorney
regarding the terms of this Agreement.  The Employee further  acknowledges  that
his signature  below  indicates that he is entering into this Agreement  freely,
knowingly and voluntarily  with a full  understanding of its terms. The terms of
this Agreement  shall not become  effective or enforceable  until seven (7) days
following the date of the Employee's  execution of this Agreement,  during which
time the Employee may revoke this Agreement by notifying WellCare in writing, by
registered  letter delivered to the attention of the undersigned  representative
of WellCare.  Any such revocation must be received by 5:00 p.m. on or before the
seventh day.

     16. This Agreement  constitutes the entire  agreement  between the Employee
and WellCare,  and supersedes and cancels all prior oral and written  agreement,
if any,  between the Employee and WellCare.  Employee  affirms that, in entering
into this Agreement, Employee is not relying upon any oral or written promise or
statement made by anyone at any time on behalf of WellCare.

     17.  If any of the  provisions,  terms or  clauses  of this  Agreement  are
declared  illegal,   unenforceable  or  ineffective  in  a  legal  forum,  those
provisions,  terms and clauses  shall be deemed  severable,  such that all other
provisions,  terms and clauses of this Agreement  shall remain valid and binding
upon both parties;  provided,  however, if the Employee's release of WellCare as
contained in  paragraph 3 of this  Agreement is declared by a court of competent
jurisdiction  to be  illegal,  unenforceable  or  ineffective  and the  Employee
asserts against  WellCare claims that the parties  intended to be released under
Paragraph  3, the  Employee  shall return to WellCare all monies paid to and the
value of all  benefits  received  by him under  this  Agreement  within ten (10)
business days of any such determination.

     18. The  Employee  agrees that in the event he  breaches  the terms of this
Agreement,  WellCare  may  immediately  cease  all  payments  pursuant  to  this
Agreement,  and  WellCare  shall be entitled to recover  from the  Employee  all
amounts paid to the Employee pursuant to this Agreement as well as all costs and
reasonable attorneys' fees incurred as a result of WellCare's attempt to redress
such breach or to enforce  WellCare's rights and protect  WellCare's  legitimate
interests. If the employer breaches the terms of this agreement,  Employee shall
be entitled to recover from  employer all  payments  remaining  pursuant to this
agreement,  as well as all costs and  reasonable  attorney's  fees incurred as a
result of  employer's  attempt to redress  such breach or to enforce  Employee's
rights and protect Employee's legitimate interests.

     19. The law of the State of New York will control any questions  concerning
the validity and interpretation of this Agreement,  without regard to principles
of conflicts of law. Any controversy or claim arising out of or relating to this
Agreement, or breach thereof, shall be settled by arbitration in accordance with
the applicable rules then obtaining of the American Arbitration  Association and
judgment on the award  rendered may be entered in any court having  jurisdiction
thereof.  The  prevailing  party in any such  proceeding  shall be  entitled  to
reimbursement of its costs and expenses (including  reasonable  attorneys' fees)
in connection with such proceedings.

     20.  This  Agreement  has been  reached  by  mutual  and  purely  voluntary
agreement of the parties,  and the parties,  by their signatures  indicate their
full agreement with, and understanding of, its terms. Employee acknowledges that
Employee has been given a reasonable  period of time to consider the  Agreement,
and that this Agreement has binding legal effect.

     21.  This  agreement  shall be null and void in the event the  contemplated
transaction between Kiran C. Patel, M.D. and WellCare does not close.

     22. This  Agreement  shall be binding  upon and inure to the benefit of the
parties and their respective  successors,  assigns,  heirs,  executors and legal
representatives.

     23.  This  Agreement  may not be  changed or  altered,  except by a writing
signed by the Employee and an authorized officer of WellCare.


                                        "Employee"

                                        /s/ John E. Ott, M.D.
                                        ----------------------------------
                                        John E. Ott, M.D.


<PAGE>


STATE OF WASHINGTON DC             )
                                   )ss.:
COUNTY OF DISTRICT OF COLUMBIA     )

         On the 2nd day of May,  1999,  before me  personally  came John E. Ott,
M.D., to me known to be the  individual  described in the foregoing  instrument,
who executed the foregoing instrument in my presence,  and who duly acknowledged
to me that he executed the same.


                                        /s/ Sonia M. Marguez
                                        ----------------------------------
                                        Notary Public

                                        SONIA M. MARQUEZ
                                        NOTARY PUBLIC DISTRICT OF COLUMBIA
                                        My Commission Expires November 14, 2001


                                        WELLCARE MANAGEMENT GROUP, INC.
                                        "WellCare"


                                        By:  /s/ Craig S. Dupont
                                             -----------------------------
                                        Craig S. Dupont
                                        President/CEO


STATE OF NEW YORK   )
                    )ss.:
COUNTY OF ULSTER    )

     On this 30th day of June, 1999, before me personally came President/CEO, to
me  known,  who  being  by  me  duly  sworn,  did  depose  and  say  that  he is
President/CEO. The WellCare Management Group, Inc., the corporation described in
and which  executed the  foregoing  instrument;  that he is duly  authorized  to
execute said instrument on behalf of said corporation, and that he executed said
instrument pursuant to that authority.


                                        /s/ Donna Wood
                                        ----------------------------------
                                        Notary Public


                                        DONNA WOOD
                                        Notary Public, State of New York
                                        No. 01W06000070
                                        Qualified in Westchester County
                                        Commission Expires December 8, 1999