Exhibit 10.74


                                                                    June 9, 1999


                            {LETTERHEAD OF KEYBANK}


(Via Fax and Regular Mail)

Mary Lee Campbell-Wisley
President\CEO Wellcare of New York,Inc.
Corporate Headquarters
P.O. Box 4059
Kingston, New York 12402


Dear Mary Lee:

     This is to  memorialize  the  terms  agreed  to  between  KeyBank  National
Association and KeyCorp Leasing Ltd.  ("KeyBank"),  Wellcare  Management  Group,
Inc., Wellcare of New York, Inc. and Wellcare Development,  Inc.  (collectively,
"Wellcare")  and GHI HMO  Select,  Inc.  ("GHI")  to  settle  all of  Wellcare's
obligations to KeyBank:

     1. KeyBank will accept a lump-sum  payment of $830,000.00  (the "Settlement
Amount") in full  satisfaction  of all of the equipment  leases  itemized in our
letter dated May 6, 1999, a copy of which is attached (the "Equipment  Leases"),
provided the Settlement Amount is received by KeyBank by wire transfer or setoff
against  funds on deposit at KeyBank,  no later than 5:00 p.m. on June 11, 1999.
$515,148.95  of the  Settlement  Amount  shall  be  paid  by  Wellcare  in  full
settlement of the amounts due under Equipment  Leases 5849,  6025,  7375,  7654,
7962, 8408,  9255,  10510,  6391, 6614, 7754 and 10995 (the "Wellcare  Leases");
$314,851.05 of the Settlement  Amount shall be paid by GHI in full settlement of
the amounts due under Equipment Leases 6935, 7193,  10855,  10877 and 11340 (the
"GHI Leases").

     2. With respect to the mortgage  loans from Key Bank to Wellcare,  Key Bank
will agree to exercise its rights only with respect to its collateral,  and will
release  Wellcare from personal  liability for these loans (in other words,  the
loans shall be treated as nonrecourse  loans).  Wellcare shall  cooperate  fully
with KeyBank  with regard to KeyBank's  collateral,  and,  without  limiting the
generality of the  foregoing,  shall provide  KeyBank with copies of any and all
appraisals and environmental  studies or reports in its possession regarding the
mortgaged  properties.  Wellcare shall deliver deeds in lieu of foreclosure with
respect to the mortgaged properties, if so requested by KeyBank.

     3. Upon  receipt of the full  Settlement  Amount as provided for in P. "1",
above,  KeyBank  shall  provide a bill of sale  with  respect  to the  equipment
covered by the  Wellcare  Leases to Wellcare  and a bill of sale with respect to
the  equipment  covered  by the GHI  Leases to GHI,  without  representation  or
warranty whatsoever and in the forms annexed hereto.


<PAGE>


Mary Lee Campbell-Wisley
June 9, 1999
Page 2


     4. Upon  receipt of the full  Settlement  Amount as provided for in P. "1",
above,  KeyBank  shall  discontinue  any and all legal actions  pending  against
Wellcare and shall take all actions needed to remove the restraints currently in
place with respect to Wellcare's depository accounts maintained with KeyBank. In
the event the  Settlement  Amount has not been received by KeyBank prior to June
9, 1999,  Wellcare  will consent to an extension  of the  aforesaid  restraints,
until such time as the Settlement Amount has been received by KeyBank.

     5. Upon  receipt of the full  Settlement  Amount as provided for in P. "1",
above, KeyBank and Wellcare shall exchange releases in the forms annexed hereto.

     6. Upon  receipt of the full  Settlement  Amount as provided for in P. "1",
above,  GHI shall commence  leasing from Wellcare the entire  premises  commonly
known as 25 Barbarosa  Lane,  Ulster County,  New York (the "GHI Property") at a
rate of $12.00 per square foot (based on 15,342  square  feet),  on a triple net
basis except that GHI shall not be required to pay the real estate taxes,  for a
term of 90 days, with a right of GHI to renew the lease for an additional 90 day
term, with 60-day  extensions  thereafter,  subject to termination by KeyBank or
GHI on 60 days notice to the other.  GHI shall not be required to  remediate  or
repair any environmental  conditions which existed on the subject property prior
to the date of this Letter  Agreement;  provided,  however,  that KeyBank  shall
likewise  have no such duty and shall not be liable to or required to  indemnify
GHI or Wellcare in connection with any environmental  conditions existing on the
subject  property at any time. GHI's rental payments as set forth above shall be
paid in  monthly  installments  of  $15,342,  on or before the first day of each
month (the pro-rated rent for June,  1999 shall be included with the payment due
on July 1, 1999),  and shall be paid  directly  by GHI to  KeyBank,  pursuant to
KeyBank's  rights as mortgagee  and assignee of rents and leases with respect to
the GHI Property.  GHI shall obtain and at all times  maintain a fire and hazard
insurance  policy  with  respect to the GHI  Property in an amount not less than
$1,000,000 naming KeyBank as loss payee and in a form reasonably satisfactory to
KeyBank.  GHI shall also  maintain  the  premises  in good  repair  (except  for
conditions  existing  prior to the date of this  Letter  Agreement).  GHI  shall
immediately  vacate  the GHI  Property  in the  event  it fails to make a rental
payment within 10 days after it is due. The parties  understand and  acknowledge
that  KeyBank's  rights and interest in the GHI Property are that of a mortgagee
only.  Wellcare and GHI will  cooperate  fully with KeyBank in the event KeyBank
elects to foreclose  its mortgage or accept a deed in lieu of  foreclosure  with
respect  to the GHI  Property,  and  such  cooperation  shall  include,  without
limitation,  if requested by KeyBank,  an assignment  of the lease  described in
this  paragraph  to  KeyBank or its  designee.  Any  foreclosure,  sale or other
transfer of the GHI  Property  shall be subject to GHI's  rights as set forth in
this paragraph,  and shall not disturb GHI's occupancy hereunder.  Wellcare, GHI
and KeyBank  shall act  diligently,  promptly  and in good faith to enter into a
more detailed written  agreement or agreements  governing GHI's lease of the GHI
Premises,  incorporating  the terms set forth in this  paragraph  and such other
usual  and  customary  terms  and  conditions  as  are  appropriate.  GHI  shall
immediately vacate the GHI Property upon 60 days written notice from


<PAGE>


Mary Lee Campbell-Wisley
June 9, 1999
Page 3


KeyBank in the event GHI fails to execute such an agreement or agreements within
90 days from the date of this Letter  Agreement,  provided KeyBank has attempted
in good faith to enter into such an agreement(s).

     7. Upon  receipt of the full  Settlement  Amount as provided for in P. "1",
above,  Wellcare shall continue to occupy the entire premises  commonly known as
Park West Building One, Hurley Avenue  Extension,  Ulster County,  New York (the
"Wellcare Property"), at a rate of $9.00 per square foot (based on 27,000 square
feet), with Wellcare  responsible for the payment of utilities,  maintenance and
repairs  for a term  of 90  days,  with a month  to  month  tenancy  thereafter.
Wellcare's  obligation  hereunder to maintain  and repair the Wellcare  Property
shall not require Wellcare to remediate or repair any  environmental  conditions
which  existed  on the  subject  property  prior  to the  date  of  this  Letter
Agreement;  provided, however, that KeyBank shall likewise have no such duty and
shall not be liable to or required to indemnify  Wellcare in connection with any
environmental   conditions  existing  on  the  subject  property  at  any  time.
Wellcare's  use and  occupancy  payments  as set  forth  above  shall be paid in
monthly  installments of $20,250,  on or before the first day of each month (the
rent for June, 1999 shall be included with the payment due on July 1, 1999), and
shall be paid directly by Wellcare to KeyBank,  pursuant to KeyBank's  rights as
mortgagee  and  assignee  of rents  and  leases  with  respect  to the  Wellcare
Property.  Wellcare shall immediately  vacate the Wellcare Property in the event
it fails to make a rental  payment  within 10 days after it is due.  The parties
understand and  acknowledge  that KeyBank's  rights and interest in the Wellcare
Property  are that of a  mortgagee  only.  Wellcare  will  cooperate  fully with
KeyBank in the event  KeyBank  elects to foreclose its mortgage or accept a deed
in lieu of foreclosure with respect to the Wellcare  Property.  Any foreclosure,
sale or other  transfer of the Wellcare  Property shall be subject to Wellcare's
rights  as set  forth  in this  paragraph,  and  shall  not  disturb  Wellcare's
occupancy hereunder. Wellcare and KeyBank shall act diligently,  promptly and in
good  faith  to enter  into a more  detailed  written  agreement  or  agreements
governing  Wellcare's use and occupancy of the Wellcare Premises,  incorporating
the terms set forth in this  paragraph and such other usual and customary  terms
and conditions as are appropriate.

     8. The  provisions  of P. P. "1" through "5" are all  conditioned  upon the
other,  and the Settlement is expressly  conditioned upon each of them occurring
as set forth above. The provisions of P. P. "6" and "7" are conditioned upon the
occurrence of each of the provisions P. "1", above.

     Please  note that the  foregoing  shall not be deemed an  agreement  on Key
Bank's  part  unless and until this  letter is signed by each of the parties set
forth below (facsimile signatures and signatures in counterparts are acceptable.
Key Bank hereby reserves all of its rights,  remedies and recourses  pursuant to
the leases,  loan documents and agreements  with Wellcare,  and under state law,
and shall not be deemed to have waived any such rights,  remedies, or recourses,
unless and until this letter agreement is signed by each of the undersigned and


<PAGE>


Mary Lee Campbell-Wisley
June 9, 1999
Page 4

returned to Key Bank.

     By signing below, each party  acknowledges that the foregoing  contains all
of the terms and conditions agreed to between the parties.

     Thank you for your attention to this matter.

                                                               Very truly yours,

                                                    KEYBANK NATIONAL ASSOCIATION


                                                    By:      /s/ Leslie A. Jones
                                                    ----------------------------
                                                                 Leslie A. Jones
                                                                  Vice President

cc:  Justin A. Heller, Esq.
     Seth I. Truwit, Esq.
     Sandip I. Patel, Esq.

   WELLCARE MANAGEMENT GROUP, INC.              WELLCARE OF NEW YORK, INC.


   By: /s/ Craig S. Dupont                      By: /s/ Mary Lee Campbell-Wisley
   ---------------------------                 ---------------------------------
           Craig S. Dupont                              Mary Lee Campbell-Wisley
   Its:    Acting President and CEO             Its:    President and CEO


   WELLCARE DEVELOPMENT, INC.                   GHI HMO SELECT, INC.


   By: /s/ Craig S. Dupont                      By:/s/ Donna Lynne
   ---------------------------                    ------------------------------
           Craig S. Dupont                             Donna Lynne
   Its:    Acting President and CEO               Its: Executive Vice President