Exhibit 10.77


                              SETTLEMENT AGREEMENT

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

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

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

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

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

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

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

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

          1. Regulatory Approvals

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

          2. Conditions to Effectiveness

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

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

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

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

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

          3. Settled Claims

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

          4. Exchange of Information and Confidentiality; Litigation Stay

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

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

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

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

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

          5. Establishment of Settlement Fund

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

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

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

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

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

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

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

          6. Payment by WellCare of Settled Claims

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

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

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

          7. Mutual Releases

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

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

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

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

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

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

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

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

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

          8. Representations and Warranties of the Parties

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

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

          9. Termination of Settlement

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

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

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

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

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

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

         with a copy to:

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

         and a copy to:

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

         and a copy to:

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

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

          10. Miscellaneous

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

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

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

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

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

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

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

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

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

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


<PAGE>


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

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


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


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


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


<PAGE>


HOSPITAL


By: _____________________________
Title____________________________
Hospital_________________________


<PAGE>