[DESCRIPTION]  MATERIAL CONTRACT

EX-10.39i      Copy of Guaranty of Payment and Performance
               dated January 31, 1997, between WellCare
               Development, Inc. and Agente Benefit Consultants, Inc.
               and KeyBank National Association

          GUARANTY OF PAYMENT AND PERFORMANCE

     THIS GUARANTY dated January 31, 1997 (the "Guaranty") from
WELLCARE DEVELOPMENT, INC. ("Development"), and AGENTE' BENEFIT
CONSULTANTS, INC. ("Consultants") each with an office for the
transaction of business at Park West Office Complex, Hurley Avenue
Extension, Kingston, New York 12401 (whether individually or if
more than one, collectively, the "Guarantor") to KEYBANK NATIONAL
ASSOCIATION, a national banking association with an office for the
transaction of business located at 66 South Pearl Street, Albany,
New York 12207 (the "Lender").

                 W I T N E S S E T H :

     WHEREAS, THE WELLCARE MANAGEMENT GROUP, INC., WELLCARE OF
NEW YORK, INC. and WELLCARE OF CONNECTICUT, INC. (herein
collectively called the "Borrower"), are about to borrow from the
Lender an aggregate sum not to exceed Six Million and no/100ths
($6,000,000.00) Dollars, (the "Loan") pursuant to a series of
notes (collectively, the "Note") aggregating Eleven Million and
no/100 ($11,000,000.00) Dollars; and

     WHEREAS, the Lender is unwilling to make the Loan to the
Borrower unless it receives this Guaranty; and

     WHEREAS, the Guarantor is willing to enter into this
Guaranty in order to induce the Lender to make the Loan and the
Guarantor has approved the form and substance of any documents
executed or delivered by Borrower in connection with the Loan (the
"Loan Documents").

     NOW, THEREFORE, in order to induce the Lender to make the
Loan to the Borrower and in consideration of the premises and of
other good and valuable consideration, the Guarantor intends to
guarantee absolutely and unconditionally (and jointly and
severally if there be more than one Guarantor) to the Lender, the
punctual payment of the Loan and the Notes and all extensions,
modifications or renewals thereof and all interest and other sums
due under the Note or any Loan Document and such further payment
and performance as may be set forth in Article 2 hereof.

                       ARTICLE 1

    REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS

     The Guarantor hereby represents and warrants to Lender (if
the Guarantor is more than one party, said representations and
warranties are made only with respect to the particular party)
that:

     Section 1.1    Capacity of the Guarantor.  Each Guarantor:

          (A)  Has the corporate authority to enter into this
Guaranty.

          (B)  Has an office at the address set forth at the
head of this Guaranty.

     Section 1.2    No Violation of Restrictions.  Neither the
execution and delivery of this Guaranty, the consummation of the
transactions contemplated hereby nor the fulfillment of or
compliance with the provisions of this Guaranty will conflict with
or result in a breach of any material terms, covenants, conditions
or provisions of any agreement, judgment or order to which any
party named as a Guarantor is a party or by which the  Guarantor
is bound, or will constitute a default under any of the foregoing,
or result in the creation or imposition of any lien of any nature
whatsoever.

     Section 1.3    Compliance with Law.  Each party named as a
Guarantor (A) is not in violation of any law, ordinance,
governmental rule, regulation, order or judgment to which the
Guarantor may be subject or which would materially affect the
business of the Guarantor and (B) has not failed to obtain any
license, permit, franchise or other governmental authorization
necessary to the conduct of their present business.

     Section 1.4    Financial Statements.  The financial statements
submitted by each party named as Guarantor, including balance
sheets, statement of income, retained earnings and other related
schedules, to Lender fairly represent the financial condition as
of the date of each statement and there has been no adverse change
in the financial condition of any Guarantor since the date of the
respective statements submitted to Lender.

     Section 1.5    Solvency of Guarantor and Borrower.  Each party
named as a Guarantor is solvent and each Guarantor has made an
appropriate financial investigation of the Borrower and has
determined that the Borrower is solvent at the time of execution
of this Guaranty.

     Section 1.6    Furtherance of Corporate Purposes.  The Loan to
the Borrower is in furtherance of the corporate purposes of each
party listed as a Guarantor.

                       ARTICLE 2

                COVENANTS AND AGREEMENTS

     Section 2.1    Guaranty of Payment.  The Guarantor (jointly and
severally, if there be more than one Guarantor) irrevocably,
absolutely and unconditionally guarantees to the Lender: 

          (A)  The punctual payment of the Loan, the Note, all
principal and interest due thereunder and any other sums due under
the Note or any Loan Document.

          (B)  The full and prompt payment and performance of
any and all obligations of Borrower to Lender under the Loan
Documents.

     Section 2.2    Obligations Unconditional.  This Guaranty shall
remain in full force and effect until the Loan, the Note and all
sums due thereunder or under any Loan Document are paid in full,
irrespective of any interruptions in the business relationships of
the Borrower and the Guarantor with the Lender, and shall not be
affected, modified or impaired by any state of facts or the
happening from time to time of any event, including, without
limitation, any of the following, whether or not with notice to or
the consent of the Guarantor:

          (A)  The invalidity, irregularity, illegality or
unenforceability of, or any defect in, the Note or any Loan
Document or any collateral security for the Loan (the
"Collateral").

          (B)  Any present or future law or order of any
government (de jure or de facto) or of any agency thereof
purporting to reduce, amend or otherwise affect the Note or any
other obligation of the Borrower or any other obligor or to any
other terms of payment.

          (C)  The waiver, compromise, settlement, release or
termination of any or all of the obligations, covenants or
agreements of the Borrower under the Note or any Loan Documents or
of any party named as a Guarantor under this Guaranty.

          (D)  The failure to give notice to the Guarantor of
the occurrence of an event of default under the Note or any other
Loan Document.

          (E)  The loss, release, sale, exchange, surrender or
other change in any Collateral.

          (F)  The extension of the time for payment of any
principal of or interest on the Note or of the time for
performance of any other obligations, covenants or agreements
under or arising out of the Note or any Loan Document or the
extension or the renewal of any thereof.

          (G)  The modification or amendment (whether material
or otherwise) of any obligation, covenant or agreement set forth
in the Note or any Loan Document.

          (H)  The taking of, or the omission to take, any of
the actions referred to in the Note or any Loan Document.

          (I)  Any failure, omission or delay on the part of
the Lender to enforce, assert or exercise any right, power or
remedy conferred on the Lender in the Note or any Loan Document.

          (J)  The voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all
the assets, marshalling of assets and liabilities, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition with creditors or
readjustment of, or other similar proceedings affecting the
Guarantor or the Borrower or any of their assets, or any
allegation or contest of the validity of the Note or any Loan
Document.

          (K)  The default or failure of the Guarantor to fully
perform any obligations set forth in this Guaranty.

          (L)  Any event or action that would, in the absence
of this paragraph, result in the release or discharge of the
Guarantor from the performance or observance of any obligation,
covenant or agreement contained in this Guaranty.

          (M)  Any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of a surety
or a guarantor.

     Section 2.3    Waiver by Guarantor.  The Guarantor hereby
waives:

          (A)  Notice of acceptance of this Guaranty.

          (B)  Diligence, presentment and demand for payment of
the Loan and/or the Note.

          (C)  Protest and notice of protest, dishonor or
default to the Guarantor or to any other party with respect to the
Loan.

          (D)  Any and all notices to which the Guarantor might
otherwise be entitled.

          (E)  Any demand for payment under this Guaranty.

          (F)  Any and all defenses to payment including,
without limitation, any defenses and counterclaims of the
Guarantor or the Borrower based upon fraud, negligence or the
failure of any condition precedent or claims of offset or defenses
involving the invalidity, irregularity or unenforceability of all
or any part of the liabilities herein guaranteed or any defense
otherwise available to the Guarantor or the Borrower.

          (G)  Any and all rights of subrogation,
reimbursement, indemnity, exoneration, contribution or any other
claim which the Guarantor may now or hereafter have against the
Borrower or any other person directly or contingently liable for
the Loan guaranteed hereunder, or against or with respect to the
Borrower's property (including, without limitation, property
collateralizing the Loan), arising from the existence or
performance of this Guaranty and whether or not such claim, right
or remedy arises in equity, under contract, by statute, under
common law or otherwise. 

     Section 2.4    Nature of Guaranty.  This Guaranty is a guaranty
of payment and not of collection and the Guarantor hereby waives
the right to require that any action be brought first against the
Borrower or any other Guarantor, or any security, or to require
that resort be made to any security or to any balance of any
deposit account on credit on the books of the Lender in favor of
the Borrower or of any Guarantor.

     Section 2.5    Continuation of Guaranty.  The Guarantor further
agrees that the obligations hereunder shall continue to be
effective or reinstated, as the case may be, if at any time
payment or any part thereof of the Loan or the Note is rescinded
or must otherwise be restored by the Lender upon the bankruptcy or
reorganization of the Borrower, the Guarantor or otherwise.

     Section 2.6    Subordination of Debt.  The Guarantor hereby
subordinates any and all indebtedness of Borrower now or hereafter
owed to Guarantor to all indebtedness of Borrower to Lender and
agrees with Lender that Guarantor shall not demand or accept any
payment from Borrower, shall not claim any offset or other
reduction of Guarantor's obligations hereunder because of any such
indebtedness and shall not take any action to obtain any interest
in any of the security described in and encumbered by the Loan
Documents; provided, however, that, if Lender so requests, such
indebtedness shall be collected, enforced and received by
Guarantor as trustee for Lender and paid over to Lender on account
of the indebtedness of Borrower to Lender, but without reducing or
affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty except to the extent the principal
amount of such outstanding indebtedness shall have been reduced by
such payment.

     Section 2.7    Transfer of Interest.  Guarantor agrees not to
make or permit to be made, by a voluntary or involuntary means,
any transfer of the interest of Guarantor in the Borrower, without
first obtaining the prior written consent of Lender.

                       ARTICLE 3

                   EVENTS OF DEFAULT

     Section 3.1    Events of Default Defined.  An "Event of
Default" shall exist if any of the following occurs:

          (A)  Any party named as a Guarantor fails to perform
or observe any covenant contained herein.

          (B)  Any warranty, representation or other statement
by or on behalf of any party named as a Guarantor contained in
this Guaranty is false or misleading in any material respect when
made.

          (C)  The occurrence of an event of default under any
other Loan Document.

     Section 3.2    Remedies on Default.  If an event of default
exists, Lender may proceed to enforce the provisions hereof and to
exercise any other rights, powers and remedies available to the
Lender.

     Section 3.3    Waiver and Notice.

          (A)  No remedy herein conferred upon or reserved to
the Lender is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given
under this Guaranty now or hereafter existing at law or in equity
or by statute.

          (B)  No delay or omission to exercise any right or
power accruing upon the occurrence of any Event of Default shall
impair any such right or power or shall be construed to be a
waiver thereof, but any such right or power may be exercised from
time to time and as often as may be deemed expedient.

          (C)  In order to entitle the Lender to exercise any
remedy reserved to it in this Guaranty, it shall not be necessary
to give any notice, other than such notice as may be expressly
required in this Guaranty.

          (D)  No waiver, amendment, release or modification of
this Guaranty shall be established by conduct, custom or course of
dealing.

                       ARTICLE 4

                     MISCELLANEOUS

     Section 4.1    Construction.  If this Guaranty is executed by
two or more parties, they shall be jointly and severally liable
hereunder and the phrase Guarantor whenever used herein shall be
construed to refer to each of the parties in the same manner and
with the same effect as if each party had signed a separate
guaranty.

     Section 4.2    Governing Law.  This Guaranty shall be governed
by and construed in accordance with the laws of the State of New
York.

     Section 4.3    Submission to Jurisdiction.  The Guarantor
hereby irrevocably and unconditionally agrees that any suit,
action or proceeding arising out of or relating to this Guaranty
shall be brought in the state courts of the State of New York or
federal district court for the Northern District of New York and
waives any right to object to jurisdiction within either of the
foregoing forums by Lender.  Nothing contained herein shall
prevent Lender from bringing any suit, action or proceeding or
exercising any rights against any security and against any
Guarantor personally, and against any property of any Guarantor,
within any other jurisdiction and the initiation of such suit,
action or proceeding or taking of such action in any such other
jurisdiction shall in no event constitute a waiver of the
agreements contained herein with respect to the laws of the State
of New York governing the rights and obligations of the parties
hereto or the agreement of the Guarantor to submit to personal
jurisdiction within the State of New York.

     Section 4.4    Waiver of Jury Trial.  The Guarantor and Lender
agree that any suit, action or proceeding arising under or in
connection with this Guaranty shall be before a court without a
jury.

     Section 4.5    Successors and Assigns.  This Guaranty shall
inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.

     Section 4.6    Notices.  Any notices required or permitted to
be given hereunder shall be: (i) personally delivered or (ii)
given by registered or certified mail, postage prepaid, return
receipt requested, or (iii) forwarded by overnight courier
service, in each instance addressed to the addresses set forth at
the head of this Guaranty, or such other addresses as the parties
may for themselves designate in writing as provided herein for the
purpose of receiving notices hereunder.  All notices shall be in
writing and shall be deemed given, in the case of notice by
personal delivery, upon actual delivery, and in the case of
appropriate mail or courier service, upon deposit with the U.S.
Postal Service or delivery to the courier service.

     Section 4.7    Entire Agreement.  This Guaranty and the Note
and other Loan Documents constitute the entire understanding
between Borrower, the Guarantor and the Lender and to the extent
that any writings not signed by the Lender or oral statements or
conversations at any time made or had are inconsistent with the
provisions of this Guaranty, the Note or the other Loan Documents,
the same shall be null and void.

     Section 4.8    Amendments.  No amendment, change, modification,
alteration or termination of this Guaranty shall be made except
upon the written consent of the Lender.

     Section 4.9    Assignment.  This Guaranty is assignable by
Lender in whole or in part in conjunction with an assignment of
the Note and any assignment hereof or any transfer or assignment
of the Note or portions thereof shall operate to vest in any such
assignee the rights and powers, in whole or in part, as
appropriate, herein conferred upon and granted to Lender.

     Section 4.10 Partial Invalidity.  The invalidity or
unenforceability of any one or more phrases, sentences, clauses or
sections in this Guaranty shall not affect the validity or
enforceability of the remaining portions of the Guaranty or any
part thereof.

     IN WITNESS WHEREOF, the Guarantor has executed this Guaranty
as of the day and year first above written.

                         WELLCARE DEVELOPMENT, INC.

                         By     /s/ Marystephanie Corsones
                         Name:   Marystephanie Corsones
                         Title:  Secretary/Treasurer

                         AGENTE' BENEFIT CONSULTANTS, INC.

                         By     /s/ Marystephanie Corsones
                         Name:       Marystephanie Corsones
                         Title:  Secretary/Treasurer

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

     On this 31st day of January, 1997, before me the subscriber
personally appeared Marystephanie Corsones, who being by me duly
sworn, did depose and say; that she resides in Kingston, New York,
that she is Secretary/Treasurer of WellCare Development, Inc. and
Agente' Benefit Consultants, Inc., the corporations described in
and which executed the foregoing instrument; and that she signed
her name thereto by order of the Boards of Directors of said
corporations.

                         /s/ Marianne Gilday
                         NOTARY PUBLIC

                         MARIANNE GILDAY
                         Notary Public, State of New York
                         Reg. #4917920
                         Qualified in Ulster County
                         Commission Expires January 19, 1998