[DESCRIPTION]       MATERIAL CONTRACTS

EX-10.39e                Copy of $6,000,000 Loan Agreement among
           Registrant and Subsidiaries and KeyBank
           National Association dated January 31, 1997

                       $6,000,000

                     LOAN AGREEMENT

                         AMONG

          THE WELLCARE MANAGEMENT GROUP, INC.,
              WELLCARE OF NEW YORK, INC.,
             WELLCARE OF CONNECTICUT, INC.,
            WELLCARE DEVELOPMENT, INC., and
           AGENTE' BENEFIT CONSULTANTS, INC.

                          AND

              KEYBANK NATIONAL ASSOCIATION

                    January 31, 1997


<PAGE>
                     LOAN AGREEMENT

     LOAN AGREEMENT, dated as of the ____ day of October, 1996,
between THE WELLCARE MANAGEMENT GROUP, INC. ("Management"), a New
York corporation and WELLCARE OF NEW YORK, INC. ("WellCare"), a
New York corporation, each with an office for the transaction of
business located at Park West Office Complex, Hurley Avenue
Extension, Kingston, New York 12401, and WELLCARE OF CONNECTICUT,
INC. ("Connecticut"), a Connecticut corporation with an office for
the transaction of business located at 127 Washington Avenue,
North Haven, Connecticut 06473 (the "Borrowers" ), WELLCARE
DEVELOPMENT, INC. ("Development") and AGENTE' BENEFIT CONSULTANTS,
INC. ("Consultants"), each with an office for the transaction of
business located at Park West Office Complex, Hurley Avenue
Extension, Kingston, New York 12401 (collectively, with
Management, the "Guarantors") and 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 "Bank").

     WHEREAS, Borrowers desire to borrow from the Bank up to the
sum of SIX MILLION AND NO/100THS ($6,000,000.00) DOLLARS (the
"Loan") and the Bank is willing, subject to and upon the terms and
conditions herein set forth, to lend such amounts to the
Borrowers.

     NOW, THEREFORE, IT IS AGREED:

Article 1  Loan.

     Section 1.1    The Loan.

        Subject to and upon the terms and conditions herein set
forth, the Bank shall lend to the Borrowers and the Borrowers
shall borrow from the Bank, a sum not to exceed in the aggregate
SIX MILLION AND NO/100THS ($6,000,000.00) DOLLARS (the "Loan")
with the understanding that there are sub-limits (the "Sub-Limits") to the
amount the Bank will have outstanding at any one
time to each entity listed as a Borrower in the following amounts:

        (A)         The "Management Sub-Limit": $3,000,000.00;

        (B)         The "WellCare Sub-Limit":   $6,000,000.00;

        (C)         The "Connecticut Sub-Limit":$2,000,000.00.

     Section 1.2    The Line Of Credit Notes.  

        The Loan shall be evidenced by a separate line of
credit note payable to the order of the Bank (the "Notes" or the
"Line Of Credit Notes") from each of the Borrowers in the amount
of each Borrower's Sub-Limit, each of which shall be duly executed
by the appropriate Borrower.  In the event of a conflict between
the provisions of the Notes and this Agreement, the provisions of
the Notes shall prevail.

     Section 1.3    Fees.  Borrower shall be responsible for
the following fees:

     (a)   On the date of execution of this Agreement, a facility
fee (the "Facility Fee") of $5,000.00.

     (b)   Each Borrower will pay a fee (the "Unused Commitment
Fee") equal to one-eighth of one percent per annum on the daily
average amount by which its Sub-Limit exceeds the aggregate
outstanding principal of its Note.  The Unused Commitment Fee
shall accrue from the date of execution of this Agreement and
shall be payable quarterly, in arrears.

     Section 1.4    Qualification for Advances.

        According to the terms and conditions stated herein,
advances shall be made to Borrowers in periodic installments and
recorded and maintained by the Bank in its internal records which
records shall be conclusive as to the information set forth
therein absent manifest error.  

Article 2. Conditions Precedent.

        The effectiveness of this Agreement and the obligation
of the Bank to fund any of the transactions contemplated hereby
shall be subject to the satisfaction of the following conditions
precedent, at or prior to the time of the Closing Date:

     Section 2.1    Opinions of Counsel.

        The Bank shall have received from counsel for the
Borrowers and the Guarantors an opinion addressed to the Bank and
dated the Closing Date, in form and substance satisfactory to the
Bank.  Prior to any advance, the Bank may also require opinions
from counsel acceptable to Borrowers and the Bank regarding such
matters as may be necessary to reasonably satisfy the Bank as to
said matters.

     Section 2.2    Documentation.

        The Bank shall have received the Line Of Credit Notes
and guaranties of payment and performance (the "Guaranties") from
Development and Consultants as to all advances and from Management
as to advances to WellCare and Connecticut.

     Section 2.3    Reaffirmation of Representations and
           Warranties.

        All representations and warranties contained herein or
otherwise made to the Bank in connection herewith, shall be true
and correct.

     Section 2.4    No Default.

        There shall exist no Event of Default or event which
but for the passage of time, the giving of notice or both would
constitute an Event of Default.

     Section 2.5    Review by Counsel.

        All corporate and legal proceedings and all documents
and instruments in connection with the borrowings contemplated
herein shall be satisfactory in form and substance to the Bank and
Hiscock & Barclay, counsel to the Bank.  The Bank and its counsel
shall have received all information and copies of all documents,
including records of corporate proceedings, which the Bank or its
counsel may have reasonably requested in connection therewith,
such documents where requested by the Bank or its counsel to be
certified by appropriate corporate officers.  The Borrowers shall
be obligated on a continuing basis for the actual attorneys' fees
for the Bank in conjunction with the preparation and review of
documents related to advances made to Borrowers pursuant to this
Agreement or any other aspect of this Agreement occurring after
the date of this Agreement.

     Section 2.6    Borrowers' Certification.

        The Bank shall have received a certificate signed by an
executive officer of Borrowers to the effect that:

     (a)   Borrowers have complied and are then in compliance with
all the terms and covenants of this Agreement which are binding
upon it;

     (b)   There exists no Event of Default and no event has
occurred to the best of Borrowers' knowledge and belief, which,
with the giving of notice or the lapse of time, or both, would
then constitute such an Event of Default; and

     (c)   The representations and warranties contained herein are
true in all material respects with the same effect as though such
representations and warranties had been made at the time of the
Agreement.

     Section 2.7    Corporate Authorizations.

        The Bank shall have received certified copies of all
corporate action taken by Borrowers and the Guarantors to
authorize this Agreement, the Notes, the Guaranties and the
borrowing hereunder.  

     Section 2.8    Approval of Counsel.

        All legal matters, including the form, substance and
manner of execution of any documents incident to each advance
shall be reasonably satisfactory to counsel for the Bank.

     Section 2.9    Guaranties.

        Development and Consultants shall have executed
guaranties of payment and performance of the Notes and Management
shall have executed a guaranty of payment and performance of the
Notes executed by WellCare and Connecticut.

Article 3. Use Of Proceeds.

     Section 3.1    Use of Proceeds.

        This Loan is intended to replace an existing line of
credit in the amount of $8,000,000.00 pursuant to which Management
and WellCare are borrowers which was entered into on November 7,
1996.  The Borrowers agree that the proceeds of the borrowing
hereunder shall be used only for the following purposes:

     (A)   Borrowers' working capital needs;

     (B)   Program development costs; and

     (C)   Subject to a limit of $1,000,000.00, to acquire
entities engaged in businesses similar to those engaged in by
Borrowers.

Article 4. Representations And Warranties.

        Borrowers and where noted, the Guarantors represent and
warrant to the Bank that:

     Section 4.1    Corporate Standing.

        The Borrowers and the Guarantors are corporations duly
organized and validly existing under the laws of the State of New
York (except for Connecticut which is duly organized and validly
exists under the laws of the State of Connecticut) and have the
power to execute all documents as may be necessary to support the
financing contemplated herein.

     Section 4.2    No Conflict.

        No provision of the Certificates of Incorporation or
By-Laws, and no provision of any existing indenture, contract, or
agreement to which any Borrower or any Guarantor is a party, shall
be materially violated by the provisions of the loan documents.

     Section 4.3    Due Execution.

        The execution of the loan documents by the Borrowers
and the Guarantors and the performance of the transactions
contemplated thereby have been duly authorized by all necessary
corporate action.

     Section 4.4    Financials.

        The audited financial statements furnished to the Bank
fairly reflect the financial condition of the Borrowers and the
Guarantors.

     Section 4.5    No Litigation.

        No actions or legal proceedings exist or are threatened
against any Borrower or any Guarantor which will materially
adversely affect its condition, financial or otherwise, except as
disclosed on Schedule "A" annexed hereto.

     Section 4.6    No Tax Deficiencies.

        No tax deficiencies and no past due obligations exist
that materially affect the operation of any Borrower or any
Guarantor, except those contested in good faith by appropriate
proceedings for which adequate reserves with respect to such
claims so contested have been set aside on the books.

     Section 4.7    Regulation "U".

        None of the Borrowers or the Guarantors are engaged
principally in, or have an important activity in, the business of
extending credit for the purpose of purchasing or carrying any
"margin stock" as defined in Regulation U of the Board of
Governors of the Federal Reserve System, ("BGFRS").  No part of
the proceeds of the Loan shall be used, now or ultimately, to
purchase or carry such stock or extend such credit or violate in
any way Regulations G, T, U or X of the BGFRS.

     Section 4.8    ERISA.

        No material violation of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA") exists which would
have a material adverse effect on the financial condition of any
Borrower or any Guarantor.

     Section 4.9    Authority To Do Business.

        The Borrowers and the Guarantors are authorized to do
business in each State where they conduct business.

Article 5. Financial Covenants.

     Section 5.1    Definitions.

        For the purposes of this Article 7, the following terms
shall have the following meanings:

        "Current Assets" - as determined in accordance with
GAAP, provided, however, that any of such assets which are subject
to a pledge, lien or security interest held by any person or
entity other than the Bank to secure payment of any indebtedness
which is not included in Current Liabilities shall be excluded
from Current Assets to the extent of said indebtedness.

        "Current Liabilities" - as determined in accordance
with GAAP and shall include, as of the date of determination
thereof: (i) all indebtedness payable on demand or maturing within
one (1) year after such date without any option on the part of the
obligor to extend or renew beyond such year, (ii) final
maturities, installments and prepayments of indebtedness required
to be made within one (1) year after such date, (iii) the unpaid
principal balance of the Note due within one (1) year after such
date and (iv) all other items (including taxes accrued as
estimated and reserves for deferred income taxes) which, in
accordance with GAAP would be included on a balance sheet as
current liabilities.

        "Current Ratio" - as at any date, the ratio of Current
Assets to Current Liabilities.

        "Debt Service" - the sum of (i) all payments of
principal and interest on indebtedness for borrowed money which is
due and payable during the three hundred sixty-five (365) day
period immediately succeeding such date plus (ii) the outstanding
balance of the Loan drawn by Management divided by three (3) plus
(iii) the quotient resulting from dividing the outstanding balance
of the Loan drawn by WellCare less $3,000,000 by three (3).

        "Debt Service Coverage Ratio" - the ratio of
consolidated net income (loss) before interest expense, income
taxes, depreciation and amortization to Debt Service.

        "GAAP" - generally accepted accounting principles,
consistently applied.

        "Interest Coverage Ratio" - the ratio of net income
before interest and taxes to interest expense.

        "Leverage Ratio" - as at any date, the ratio of total
liabilities minus subordinated debt to Tangible Net Worth plus
subordinated debt.

        "Tangible Capital Base" - the sum of paid in capital,
retained earnings, capital stock and subordinated debt minus
intangibles and treasury stock, all as determined in accordance
with GAAP.

     Section 5.2    Debt Service Coverage Ratio.

        Management and its subsidiaries shall maintain a
consolidated Debt Service Coverage  Ratio of not less than 1.50 to
1 measured on a quarterly basis (commencing with the quarter
ending June 30, 1997) and based upon rolling four-quarter results
as disclosed on 10-Q and 10-K Reports.

     Section 5.3    Leverage Ratio.

        Management and its subsidiaries shall maintain a
consolidated Leverage Ratio on a consolidated basis of less than
1.2 to 1 as measured on a quarterly basis based on its quarterly
10-Q and annual 10-K Reports.

     Section 5.4    Current Ratio.

        Management and its subsidiaries shall have a
consolidated Current Ratio of at least 1 to 1 on the date of
execution of this Agreement and shall maintain a Current Ratio of
not less than 1.5 to 1 at the end of each fiscal quarter
thereafter as measured on its quarterly 10-Q and annual 10-K
Reports.

     Section 5.5    Tangible Net Worth.

        Management and its subsidiaries shall maintain a
consolidated Tangible Net Worth of at least $31,500,000 at all
times.

     Section 5.6    Interest Coverage Ratio.

        WellCare shall maintain an Interest Coverage Ratio of
at least 1.5 to 1 as measured on its annual audited financial
statements.

Article 6. Affirmative Covenants.

        Unless otherwise consented to in writing by the Bank:

     Section 6.1    Corporate Existence.

        The Borrowers and the Guarantors shall maintain
corporate existence, keep properties in good repair and maintain
liability insurance, insurance against fire and such other risks
as is customary with other comparable companies and reasonably
satisfactory to the Bank.

     Section 6.2    Taxes and Expenses.

        The Borrowers and the Guarantors shall promptly pay all
taxes (unless contested in good faith and for which adequate
reserves shall be established), as well as all lawful claims for
labor, materials and supplies, which if unpaid, might become a
lien or charge on their properties.

     Section 6.3    Financial Reporting.

     (a)   Management shall furnish to the Bank:

        (1)         within ninety (90) days after the end of
each fiscal year, audited financial statements prepared by an
independent certified public accountant acceptable to the Bank
(this requirement can be satisfied by the delivery of a copy of
Management's 10-K Report); and

        (2)         within forty-five (45) days after the end
of each fiscal quarter, financial statements which shall include
in a comparative form, corresponding figures for the corresponding
period of the preceding fiscal year which shall be in the form of
Management's quarterly 10-Q Report.

     (b)   WellCare and Connecticut shall furnish to the Bank
within one hundred twenty (120) days of their respective fiscal
year ends, audited financial statements prepared by an independent
certified public accountant.

     (c)   Development shall furnish to the Bank within one
hundred twenty (120) days of the close of its fiscal year end,
financial statements of said entity prepared on a review basis.

     (d)   Management, WellCare, Connecticut and Development shall
furnish to the Bank:

        (1)         all reports and forms filed with respect
to all pension and other employee benefit plans under ERISA except
as filed in the normal course of business and that would not
result in a materially adverse action required to be taken by the
Pension Benefit Guaranty Corporation, and details related to
information of a reportable ERISA event, as that term is defined
in ERISA.

        (2)         such other information regarding their
operations, business affairs and financial condition as the Bank
may reasonably request in writing in advance of any such date.

     Section 6.4    Books And Records.

        Management, WellCare, Connecticut and Development shall
keep proper books and records and allow the Bank, from time to
time, on reasonable notice, to inspect the their books and
records.

     Section 6.5    Subsidiary Guaranty.

        Management, WellCare, Connecticut and Development shall
cause any newly formed or acquired subsidiary to become a
guarantor of this Loan Agreement and the Loan, which subsidiary
shall then comply with all terms and conditions hereof.

     Section 6.6    ERISA Compliance.

        Management, WellCare, Connecticut and Development shall
maintain compliance with ERISA.

     Section 6.7    Accounts.

        Management and WellCare shall maintain their principal
depository accounts with the Bank.

     Section 6.8    Assets.

        Management and WellCare shall preserve and maintain
their assets and keep the same in good order and condition.

Article 7. Negative Covenants.

        Unless consented to in writing by the Bank:

     Section 7.1    Consolidate Or Merge.

        Borrowers and Guarantors shall not consolidate with or
merge into any other entity or permit any other entity to
consolidate with or merge into it.

     Section 7.2    Transfers.

        Borrowers and Guarantors shall not sell, lease, assign,
transfer, acquire or otherwise dispose of any assets, properties
or liabilities or divest themselves of any subsidiaries except (i)
transfers associated with the normal or day to day activities of
the business, as presently conducted and made for full and
adequate consideration or (ii) transfers not included within (i)
of assets, properties or liabilities having a value of $5,000.00
or less.

     Section 7.3    Loans.

        Except for transactions within Section 3.1 (C) herein,
Borrowers and Guarantors shall not invest (except cash management
activities), advance, loan or make any pledge in connection with
the same, whether directly or indirectly, any of their funds for
any purpose, including without limitation, officer loans or
create, incur, assume or suffer to exist any obligation which
would constitute a contingent liability.

     Section 7.4    Guaranty.

        Borrowers and Guarantors shall not become or be liable
in respect of any guaranty or endorsement, except in the ordinary
course of business of negotiable instruments for deposit or
collection.

     Section 7.5    Additional Debt.

        Borrowers and Guarantors shall not incur additional
debt (including capital lease obligations and subsidiary debt)
except debt ("Permitted Debt") which:

     (a)   Does not exceed in the aggregate with all other
Permitted Debt, $1,000,000.00;

     (b)   Is unsecured; and

     (c)   Is made available on terms no more restrictive than the
terms of the Loan.

     Section 7.6    Pledge of Assets.

        Borrowers and Guarantors shall not pledge any assets
with the exception of purchase money security interests securing
obligations not in excess of an aggregate amount of $1,000,000 in
any fiscal year.

Article 8. Events of Default.

     Occurrences constituting events of default ("Events of
Default") under the loan documents shall include the following:

     Section 8.1    Misrepresentation.

        Any representations or warranties made by the Borrowers
or any Guarantors in loan documents or in any certificate,
financial statement or other instrument delivered to the Bank by
the Borrowers, the Guarantors, or any officer of any them are
materially false;

     Section 8.2    Uncured Breach.

        Default in the observance or performance or the
occurrence of a material breach in any of the covenants contained
herein which shall have continued unremedied for a period of ten
(10) days after written notice thereof, specifying each default
shall have been given to Borrowers by Bank;

     Section 8.3    Uncured Breach in Other Loan Documents.

        The occurrence of an "Event of Default" under any of
the Notes;

     Section 8.4    Bankruptcy.

        Borrower or any Guarantor shall: generally not be
paying debts as they become due or file a petition or seek relief
under or take advantage of any insolvency law; or make an
assignment for the benefit of creditors; or commence a proceeding
for the appointment of a receiver, trustee, liquidator, custodian
or conservator of Borrower or any Guarantor or of the whole or
substantially all of Borrower's or any Guarantor's property or of
any collateral pledged as security for the Notes; or if Borrower
or any Guarantor shall file a petition or an answer to a petition
under any chapter of the Bankruptcy Reform Act of 1978, as amended
(or any successor statute thereto), or file a petition or seek
relief under or take advantage of any other similar law or statute
of the United States of America, any state thereof, or any foreign
country or subdivision thereof; or if a Court of competent
jurisdiction shall enter an order, judgment or decree appointing
or authorizing a receiver, trustee, liquidator, custodian or
conservator of Borrower or any Guarantor or of the whole or
substantially all of Borrower's or any Guarantor's property, or
any portion of the collateral pledged as security for the Notes,
or enter an order for relief against Borrower or any Guarantor in
any case commenced under any chapter of the Bankruptcy Reform Act
of 1978, as amended (or any successor statute thereto), or grant
relief under any other similar law or statute of the United States
of America, any state thereof, or any foreign country or
subdivision thereof and the same is not stayed or discharged
within sixty (60) days of entry; or if under the provisions of any
law for the relief or aid of debtors, a court of competent
jurisdiction or a receiver, trustee, liquidator, custodian or
conservator shall assume custody or control or take possession
from Borrower or any Guarantor of all or substantially all of
Borrower's or any Guarantor's property or any portion of any
collateral pledged as security for the Notes; or if there is
commenced against Borrower or any Guarantor any proceeding for any
of the foregoing relief or if a petition is filed against Borrower
or any Guarantor under any chapter of the Bankruptcy Reform Act of
1978, as amended (or any successor statute thereto), or under any
other similar law or statute of the United States of America, any
state thereof, or any foreign country or subdivision thereof, and
such proceeding or petition remains undismissed for a period of
sixty (60) days; or if Borrower or any Guarantor by any act
indicates consent to, approval of or acquiescence in any such
proceeding or petition.

     Section 8.5    Other Facilities.

        The occurrence of an "event of default" under any other
credit facility with the Bank to which any of the Borrowers or the
Guarantors are a party;

     Section 8.6    Material Change.

        A material and adverse change in the operations,
business prospects or financial condition of any of the Borrowers
or the Guarantors;

     Section 8.7    Bulk Transfer.

        The Bank receives a notice to creditors with regard to
a bulk transfer by any Borrower or any Guarantor pursuant to
Article VI of the Uniform Commercial Code or if the Borrower shall
dissolve, terminate its existence, fail, cease normal business
operation or otherwise discontinue its existence;

        Upon the occurrence of an Event of Default, the Bank
shall have such rights and remedies as may be available to it
under the Notes or any other Loan Document or at law and in
addition, may refuse to make any advances under any of the Notes
upon the occurrence of any Event of Default or event which but for
the passage of time, the giving of notice or both would constitute
an Event of Default.          

Article 9. Miscellaneous.

     Section 9.1    Collection Costs.

        In the event that the Bank shall retain or engage an
attorney or attorneys to collect, enforce, or protect its
interests with respect to this Agreement, the Notes, or any
instrument or document delivered pursuant to this Agreement, or as
to any collateral securing the Notes, the Borrowers shall pay all
of the costs and expenses of such collection, enforcement, or
protection, including reasonable attorneys' fees, and the Bank may
take judgment for all such amounts, in addition to the unpaid
principal balance of the Notes and accrued interest thereon.

     Section 9.2    Modification and Waiver.

        No modification or waiver of any provision of the Notes
or of this agreement and no consent by the Bank to any departure
therefrom by any Borrower shall be effective unless such
modification or waiver shall be in writing and signed by a duly
authorized officer of the Bank, and the same shall then be
effective only for the period, on the conditions and for the
specific instances and purposes specified in such writing.  No
notice to or demand on any Borrower in any case shall entitle any
Borrower to any other or further notice or demand in similar or
other circumstances.

     Section 9.3    New York Law.

        The Notes, the Guaranties and this Agreement shall be
construed in accordance with and governed by the laws of the State
of New York.

     Section 9.4    Notices.

        All notices, requests, demands, or other communications
provided for herein shall be in writing and shall be deemed to
have been given when sent by registered or certified mail, return
receipt requested, addressed, as the case may be, to the Bank at
66 South Pearl Street, Albany, New York 12207, Attention: Cynthia
Langer, or to the Borrowers at Park West Office Complex, Hurley
Avenue Extension, Kingston, New York 12401 or to such other person
or address as either party shall designate to the other from time
to time in writing forwarded in like manner.

     Section 9.5    Captions.

        The captions and/or headings of the various paragraphs
of this Agreement have been inserted only for the purposes of
convenience; such captions and/or headings are not a part of this
Agreement and shall not be deemed in any manner to modify,
explain, enlarge, or restrict any of the provisions of this
Agreement

     Section 9.6    Benefit of Agreement.

        This Agreement shall be binding upon and inure to the
benefit of the Borrowers and the Bank and their respective
successors and assigns, and all subsequent holders of the Notes.

     Section 9.7    Severability.

        In the event that any provision or any portion of any
provision of this Agreement shall be held invalid, illegal or
enforceable under applicable law, the remainder of this Agreement
shall remain valid and enforceable in accordance with its terms.

<PAGE>
     IN WITNESS WHEREOF, The Borrowers, the Guarantors and the
Bank have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and
year first above written.

                         THE WELLCARE MANAGEMENT GROUP, INC.

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


                         WELLCARE OF NEW YORK, INC.

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


                         WELLCARE OF CONNECTICUT, INC.

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


                         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


                         KEYBANK NATIONAL ASSOCIATION

                         By    /c/ Cynthia D. Langer
                         Name:  Cynthia D. Langer
                         Title: Senior Vice President

<PAGE>
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 Treasurer of The WellCare Management Group, Inc.,
WellCare of New York, Inc., WellCare of Connecticut, Inc. and is
the 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

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

     On this 31st day of January, 1997, before me the subscriber
personally appeared Cynthia D. Langer, who being by me duly sworn,
did depose and say; that she resides at Delmar, New York, that she
is a Senior Vice President of KeyBank National Association, the
corporation described in and which executed the foregoing
instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.

                         /s/ Richard C. Van Auken
                         NOTARY PUBLIC

                         RICHARD C. VAN AUKEN
                         Notary Public, State of New York
                         Qualified in Rensselaer County
                         Reg. No. 4687169
                         Commission Expires May 31, 1997