Exhibit 10.82


                              MANAGEMENT AGREEMENT
                                     BETWEEN
                      COMPREHENSIVE HEALTH MANAGEMENT, INC.
                                       AND
                           WELLCARE OF NEW YORK, INC.

          The  Agreement  is made and entered into as of this 11th day of June ,
1999,  by and  between  WellCare of New York,  Inc.,  a  for-profit  corporation
organized  under the laws of the State of New York  (hereinafter  referred to as
"WCNY") and  Comprehensive  Health  Management,  Inc., a for-profit  corporation
organized  under the laws of the State of Florida  (hereinafter  referred  to as
"CHM").

          WHEREAS, WCNY is a New York certified health maintenance organization;
and

          WHEREAS,  WCNY  hereby  engages CHM to perform  the  functions  and to
provide the services  described  in the  Agreement  and CHM hereby  accepts such
engagement  under the  terms  and  conditions  stated  in this  Agreement;

          NOW,  THEREFORE,  WCNY hereby agrees to contract with CHM to supervise
and manage the  day-to-day  operations  of the HMO and to perform  the  specific
functions and contract services set out in this Agreement.  This Agreement shall
not be applicable to WCNY's Commercial business until June 1, 2000. The Board of
Directors of WCNY has duly  authorized  the  execution and  performance  of this
Agreement  and the  Agreement  is a valid and binding  agreement  subject to the
approval of the New York State  Commissioner of Health.

          1. As compensation  for services  rendered,  as set forth below and in
paragraph 2.19, WCNY shall pay CHM the following:

          A. A fee which shall be a percentage of the total  collected  premiums
          on a monthly basis for Medicaid,  Medicare and Child Health Plus lines
          of business  through  June 1, 2000 and  thereafter  for those lines of
          business  and such  other  lines  of  business  as WCNY  may  offer in
          accordance  to the  following  schedule:

          Number of Lives                         % of Premium
          ---------------                         ------------
          (i) 80,000 and up member lives               7.5%
          (ii) 60,000 to 79,999  member lives          8%
          (iii) 40,000 to 59,999  member lives         8.5%
          (iv) Less than 40,000 member lives           9.5%


          The fee will specifically cover services for claims, customer service,
          utilization review, data  processing/MIS,  credentialing,  postage and
          supplies as related to the covered services,  communication,  provider
          relations and provider  contracting.  The fee will not cover any other
          costs,  fees or  expenses  including,  but not  limited  to costs  for
          marketing   functions  or  related   marketing  costs,   legal  costs,
          accounting costs,  director and officer  liability  coverage and other
          insurance coverage as well as any extraordinary  items. This Agreement
          shall be the  agreement  between WCNY and CHM in  connection  with the
          provision of the  management  services by CHM and WCNY and the payment
          by WCNY to CHM for  such  services.  B.  The  cost  for all  employees
          responsible  for  the  day-to-day  operations  of  WCNY  shall  be the
          responsibility of WCNY, except for those employees  required by CHM to
          provide  the  services  listed in  Section  1.A  above.  WCNY shall be
          responsible  for  the  cost  for  all  employees  relating  to  claims
          processing.

          CHM shall retain full  authority  to recruit,  hire,  train,  promote,
          assign,  set  the  compensation  level  and  discharge  all  employees
          assigned to WCNY. The employees that will be at the New York locations
          will be listed  in a  subsequent  attachment  to the  Agreement.  WCNY
          specifically  retains the right to  reasonably  request the removal of
          the Medical  Director/Plan  Administrator  at any time. Upon receiving
          such request in writing, CHM shall, without delay, remove such Medical
          Director  and  replace  him/her  within  six (6) months  with  another
          nominee  approved  by the  WCNY  Board.  The  cost  for all  necessary
          computer and  information  system usage,  including Year 2K compliance
          expenses  and  major  equipment  required,  in  order to  perform  the
          services  listed in Section 1.A.  above, as well as maintenance of all
          such  equipment,   shall  be  the  sole  responsibility  of  CHM.  All
          management  fees  shall be due and  payable  on the  first of each and
          every month of the term of this Agreement.  CHM will bill WCNY for the
          monthly fee set forth  above.  Any monthly fees in arrears of ten (10)
          days will  begin  accruing  finance  charges of one  percent  (1%) per
          month.

     2. The term of this Agreement  shall commence on approval of the NYS Health
Department.  This  Agreement is for the term of five (5) years from said date of
commencement,  or as otherwise herein  provided,  unless renewed by agreement of
the parties.  Any renewal of this  Agreement  requires prior approval of the NYS
Commissioner of Health.

     3. In the event of termination for cause, as defined in Section 3.1 of this
Agreement,  by either party,  the sole obligation of WCNY to CHM shall be to pay
any and all  amounts due to CHM up to the time of said  termination,  including,
without limitation,  fees, costs,  expenses,  loans, and accounts payable due to
CHM.


                                  SECTION ONE:
                   ALLOCATION OF AUTHORITY AND RESPONSIBILITY

1.1 Control Retained in Board

     WCNY,  acting  through its Board of Directors,  shall at all times exercise
sole control over the assets and operation of the HMO, and CHM shall perform the
functions  described in this Agreement to be performed by it in accordance  with
policies,  directives  and bylaws  adopted by WCNY.  WCNY  retains the  ultimate
authority and responsibility  regarding the powers,  duties and responsibilities
vested in WCNY by law and regulations.

1.2 Medical and Professional Matters.

     All medical and professional  policy matters shall be the responsibility of
WCNY. Policy recommendations shall be formulated by a Medical Advisory Committee
(MAC).   Committee   membership   will  include  the  WCNY   medical   director,
participating  physicians  and  others  as  specifically  appointed  to serve by
resolution of the WCNY Board of Directors.
1.3 Reports.

     CHM shall  present to the WCNY Board of Directors  reports on the financial
status of the HMO at each meeting,  financial  reports  required in Section 2.9,
periodic  written  progress  reports  summarizing  CHM  management  actions  and
results, such other reports as CHM may deem appropriate to keep WCNY informed as
to the status and  conditions  of the HMO, and such other  reports that WCNY may
reasonably  request.  CHM shall also  provide such reports as may be required by
any regulatory  agency having  jurisdiction  over WCNY. CHM shall provide to the
NYS  Commissioner of Health and  Superintendent  of Insurance  annual reports on
financial operations and any other operational data requested.  CHM shall notify
WCNY of any and  all  correspondence  and/or  determinations  of any  regulatory
agency immediately upon receipt thereof by CHM.

                                  SECTION TWO:
                              MANAGEMENT OF THE HMO

2.1 Standards of Health Care

     CHM shall meet the  standards  set by WCNY for the operation of the HMO and
shall  manage and operate the HMO in  accordance  with the  policies  adopted by
WCNY.

2.2 Planning

     CHM will assist WCNY in reviewing short,  medium and long-range  objectives
of the HMO and in formulating recommendations with respect thereto.

2.3 Government Regulations

     On behalf of WCNY, CHM shall comply with the requirements of any applicable
statute,  ordinance,  law, rule,  regulation,  or order of any  governmental  or
regulatory body having jurisdiction.

     CHM shall notify WCNY of any and all  correspondences or communication from
any such regulatory  agency,  and shall make such  presentations to the Board of
WCNY with  regard to  communications  from  regulatory  agencies  as WCNY  shall
request.  2.4 State  Certification CHM shall supervise and manage the day-to-day
operations of the HMO in accordance  with the standards for State  Certification
as  determined by Article 44 of the New York Public Health Law and in accordance
with the policies adopted by WCNY. 2.5 Licenses and Permits CHM shall apply for,
and exert its best effort to obtain and maintain, it in the name of WCNY, and at
WCNY's expense,  all  certificates,  licenses and permits required in connection
with the management  and operation of the HMO. WCNY shall  cooperate with CHM in
applying for, obtaining and maintaining such certificates, licences and permits.
2.6   Confidentiality   and   Ownership   of  Records  CHM  shall   protect  the
confidentiality  of the records of the HMO and shall comply with all  applicable
federal,  state and local laws and regulations,  and medical ethical  standards,
relating to the  records of the HMO.  CHM hereby  acknowledges  that any and all
records  maintained  by or on behalf of WCNY,  no matter  where such records are
housed,  shall be deemed to be in the possession of WCNY, and to be the property
of WCNY.

     Ownership of all records made by or on behalf of WCNY shall be in WCNY, and
physical custody of all records shall be transferred  immediately to WCNY in the
event this Agreement expires or is terminated for any reason.

2.7 Subscriber Services.

         CHM shall  prepare  and  present  to WCNY an annual  report  containing
recommendations  as to the  scope of  services  offered  by the HMO,  as well as
procedures  and policies and such other matters as CHM deems  appropriate  or as
shall be requested by WCNY,  including a management  summary of  complaints  and
grievances,   disposition   thereof  and   recommendations   for  improved  plan
management.

2.8 Preparation and Adoption of Annual Budget

     WCNY's  fiscal year shall  commence on January 1st and end on December 31st
of each year.  CHM shall  prepare an annual line item  budget  setting out major
operation  objectives,  anticipated  revenue,  expenses,  cash flow, and capital
expenditures  and shall cause the budget to be presented to WCNY sixty (60) days
prior to the  commencement of each fiscal year for its acceptance,  rejection or
modification.  Upon  adoption  of the  budget  by WCNY,  it  shall  serve as the
operating  budget of the HMO  during the  ensuing  year.  WCNY shall  review and
either accept or reject such budget within thirty (30) days of receipt  thereof.
If WCNY shall disapprove such budget, such disapproval shall specify those items
which are  disapproved  and CHM shall  resubmit an altered budget to WCNY within
fifteen  (15) days  incorporating  such changes as may be directed by the Board,
following  such  notice of  disapproval.  In the event of such  disapproval  and
resubmission, the previous year's budget shall continue in effect until approval
of the new budget.

     If at any time during the fiscal year there shall be a projected  or actual
deviation of more than ten percent  (10%) in any other line item in the approved
budget,  same shall be brought to the  attention  of the WCNY Board of Directors
immediately by CHM. If CHM deems it necessary to expend  additional monies above
ten percent (10%) of the Board approved budgetary  allocation for any line item,
it must first  receive  the  approval  of the WCNY  Board.  CHM will not be held
liable for budget  items  outside of its control  including  revenue and medical
expense line items that are a function of outside market conditions, etc.

2.9 Accounting Records

     CHM shall direct and maintain the operation of a suitable accounting system
and shall cause to be delivered to WCNY financial statements, as follows:

          (a)  within  forty-five  (45) days after the close of each month,  CHM
               will provide WCNY with a balance sheet and a related statement of
               revenue and expenses  showing the results of the HMO's operations
               for the preceding quarter and for the fiscal year-to-date.

          (b)  within ninety (90) days after the close of the fiscal year ending
               December  31st,  CHM shall  provide  to WCNY a balance  sheet and
               related  statement  of revenue  and  expenses  and  statement  of
               changes in financial  positions  showing the results of the HMO's
               operation  during the fiscal year all  audited by an  independent
               certified  public  accounting  firm retained by WCNY. If retained
               CPA firm fails to provide audited  statements  within ninety (90)
               days  after the close of the  fiscal  year and  failure  is not a
               fault  of CHM,  CHM  shall  not be held in  default  as a  result
               thereof.  2.10 Deposit and Disbursement of Funds  Signatories and
               approvals as to the amounts on all checks shall be in  accordance
               with the duly  adopted  written  policy of WCNY,  and WCNY  shall
               reserve  the  right of  selecting  and  approving  all  financial
               institutions  utilized by CHM for business  transactions of WCNY.
               2.11  Collection  of  Accounts  Pursuant to  collection  policies
               established  from time to time by WCNY,  CHM shall  supervise and
               direct the collection of all accounts due WCNY and shall take all
               reasonable  steps  necessary to minimize the number and amount of
               bad  debts.  2.12 Legal  Actions  CHM  shall,  under the  overall
               direction and with prior approval of WCNY, initiate and pursue in
               the  name  of  WCNY  any and all  legal  actions  or  proceedings
               necessary to operate the HMO and protect the assets of WCNY.  Any
               and all legal costs shall be solely borne by WCNY. 2.13 Rates CHM
               and WCNY  recognize  the  importance of  maintaining  rates which
               enable the HMO to meet its  obligations,  but contain the cost of
               health  care.  CHM will  recommend  rate  structures  to WCNY for
               approval which take into account the financial obligations of the
               HMO  and the  importance  of  providing  quality  health  care at
               competitive cost.

2.14 Insurance

     CHM shall maintain, on WCNY's behalf, at WCNY's sole expense, and in WCNY's
name, general  liability,  insurance and professional  liability  insurance with
coverage of at least One Million  Dollars  ($1,000,000.00)  per  occurrence  and
Three Million Dollars  ($3,000,000.00)  in annual  aggregate.  In addition,  CHM
shall  maintain,  on WCNY's  behalf,  at  WCNY's  expense,  and in WCNY's  name,
directors and officers  insurance in the amount of at least One Million  Dollars
($1,000,000.00)  per occurrence  and Three Million  Dollars  ($3,000,000.00)  in
total.  CHM  shall not be  responsible  for  WCNY's  inability  to  obtain  such
insurance because of market conditions.

2.15 Marketing and Corporate Plan Strategy

     CHM shall direct the development and  implementation of a marketing program
for the HMO. Annually, this program shall be presented to the Board of Directors
for approval.  The scope for the marketing plan shall include development of new
sales and maintenance of existing membership as well as recommending  changes to
the HMO benefit plans. Within the marketing plan shall be quantifiable goals for
membership and penetration,  periodic updates shall be presented to the Board of
Directors  to advise  the  status of goals and any  necessary  modifications  to
planned  strategy to adapt to marketing  conditions.  Any and all marketing cost
shall be solely borne by WCNY.

2.16 Ancillary and Other Agreements

     CHM  shall,  in the name of and on  account  of WCNY,  and at  WCNY's  sole
expense,  negotiate and enter into such term agreements as it may deem necessary
or  advisable  for the  furnishing  of  utilities,  services,  concessions,  and
supplies for the maintenance and operation of the HMO including the rendering of
professional services,  except as set forth in Section 2.19. All such agreements
shall be approved by WCNY in accordance with Board policies. All such agreements
in excess of Fifty Thousand Dollars ($50,000.00) that have not received approval
within the annual operating budget must receive prior approval of the WCNY Board
of Directors.

2.17 Office Equipment, Furniture, Fixtures and Capital Improvements

     CHM shall  review  and make  recommendations  to WCNY  concerning  proposed
acquisitions of office  equipment  and/or  furniture or capital  improvements in
excess of Fifty Thousand Dollars ($50,000.00) to the HMO. For expenditures under
Fifty Thousand Dollars ($50,000.00), CHM will follow the approved capital budget
allocations. Upon approval for such expenditures,  CHM shall, in the name of and
at WCNY's sole expense, negotiate,  contract for, and supervise the satisfactory
delivery and/or installation of such property.

2.18 Information Services

     CHM will assist WCNY in developing a plan for continuous improvement of the
HMO's information system.

     Proprietary  software  developed  under the  direction  of CHM will  remain
property of CHM, but will be made available to WCNY  throughout the term of this
contract and for one (1) year after  termination.  2.19 CHM Management  Services
and Expenses

     CHM, at WCNY's sole expense, except for those employees specifically stated
in 1.B. of this Agreement,  shall provide all necessary personnel to operate the
HMO  under  the  terms of this  Agreement  and the  directives  of the  Board of
Directors of WCNY. CHM will retain the ultimate responsibility to recruit, hire,
train,  promote,  assign,  set the  compensation  level and  discharge  all such
employees except as noted in Section 1.B of this Agreement.

     As detailed under Section 1.A, of this Agreement, CHM at its expense, shall
provide WCNY with  necessary  executive  and  administrative  services  from its
corporate  headquarters  in  Tampa,  Florida,  to  assist  with  the  day-to-day
management of the HMO.

     CHM shall not be responsible for the cost of personnel  expenses (except as
set  forth  above);  expenses  relating  to  marketing  and  information  system
literature,  advertising,  insurance, travel, rent, utilities, telephone, office
supplies,  equipment (excluding  information system hardware) and;  professional
services (actuarial, legal, accounting, etc.).

2.20 Other Service Agreements

     This contract does not preclude WCNY from entering into specific agreements
with CHM and/or WCNY affiliated  companies for engagements  outside the scope of
this contract.  However, CHM will disclose any such relationship to the Board of
Directors and support will be provided  that  services  rendered are not part of
executive  management  services and are of a standard and cost  available in the
general market.  The WCNY Board will approve each agreement and will monitor its
progress on a regular basis.

                                 SECTION THREE:

3.1 Termination for Cause

     Either party may terminate this Agreement for cause as defined herein below
upon written notice to the other party, the NYS Superintendent of Insurance, and
the NYS  Commissioner  of  Health  within  the  designated  time  periods.  This
Agreement shall terminate and be deemed canceled,  without  financial penalty to
either WCNY's board of directors or to WCNY, not more than sixty (60) days after
notification  to the  governing  authority  of  WCNY  and  CHM by the  New  York
Department of Health of a determination that WCNY is not providing adequate care
or otherwise assuring the health, safety and welfare of WCNY's enrollees.

WCNY or the NYS Commissioner of Health shall have cause for termination if:

3.1.1 CHM shall fail to observe or perform any material covenant,  duty, or term
of this  Agreement,  and such default shall continue for a period of thirty (30)
days after  written  notice  thereof by WCNY to CHM, the NYS  Superintendent  of
Insurance,  and  the NYS  Commissioner  of  Health  provided  subsequent  to the
aforementioned  thirty (30) days, WCNY gives fifteen (15) days written notice to
CHM, the NYS Superintendent of Insurance,  and the NYS Commissioner of Health of
intent of such termination, or

3.1.2 CHM shall apply for or consent to the appointment of a receiver,  trustee,
or  liquidator  of CHM or of all or a  substantial  part of its  assets,  file a
voluntary  petition in bankruptcy,  or admit in writing its inability to pay its
debts  as  they  become  due,  make a  general  assignment  for the  benefit  of
creditors,  file a petition or an answer seeking  reorganization  or arrangement
with  creditors  or to take  advantage  of any  insolvency  law, or if an order,
judgment, or decree shall be entered by a court of competent jurisdiction, or on
the  application  of a  creditor,  adjudicating  CHM  bankrupt or  insolvent  or
approving a petition seeking reorganization of CHM or appointment of a receiver,
trustee,  or  liquidator  of CHM of all or a  substantial  part  of its  assets;
provided   WCNY  gives  thirty  (30)  days  written   notice  to  CHM,  the  NYS
Superintendent   of  Insurance,   and  the  NYS   Commissioner  of  Health  such
termination, or

3.1.3  CHM is  managing  WCNY in  violation  of any  statute  or  administrative
regulation, including but not limited to Article 44 of the NYS Public Health Law
and all regulations  promulgated  pursuant thereto,  subject to thirty (30) days
notice  by  WCNY  to  CHM,  the NYS  Superintendent  of  Insurance,  and the NYS
Commissioner  of Health.  If CHM fails to cure the  violation  within the thirty
(30) day period,  or a longer period set by WCNY,  then WCNY may terminate  this
Agreement upon fifteen (15) days written  notice to CHM, the NYS  Superintendent
of Insurance,  and the NYS Superintendent of Insurance, and the NYS Commissioner
of Health.  Written notice from the NYS  Superintendent  of Insurance or the NYS
Commissioner  of Health that the HMO is being operated so as to endanger  WCNY's
HMO  certification  shall be final for purposes of permitting the termination of
this  Agreement  with CHM by WCNY  subject to thirty (30) days notice by WCNY to
CHM, the NYS Superintendent of Insurance, and the NYS Commissioner of Health.

CHM or the NYS Commissioner of Health shall have cause for termination if:

3.1.4 WCNY shall default in the performance of any material covenant, agreement,
term,  or provision of this  Agreement  and such  default  shall  continue for a
period of sixty  (60) days after  written  notice to the NYS  Superintendent  of
Insurance,  and the NYS  Commissioner  of Health from CHM  stating the  specific
default;  provided  subsequent to the aforementioned  sixty (60) days, CHM gives
fifteen (15) days written notice to WCNY, the NYS  Superintendent  of Insurance,
and the NYS Commissioner of Health of such termination, or

3.1.5 WCNY shall apply for or consent to the appointment of a receiver, trustee,
or  liquidator  of WCNY or of all or a  substantial  part of its assets,  file a
voluntary  petition in bankruptcy,  or admit in writing its inability to pay its
debts as they come due, make a general  assignment for the benefit of creditors,
file  a  petition  or an  answer  seeking  reorganization  or  arrangement  with
creditors or to take advantage of any insolvency  law, or if an order,  judgment
or decree  shall be  entered  by any  court of  competent  jurisdiction,  on the
application  of a  creditor,  adjudicating  WCNY as  bankrupt  or  insolvent  or
approving  a  petition  seeking  reorganization  of  WCNY  or  appointment  of a
receiver,  trustee or liquidator of WCNY or of all or a substantial  part of the
assets of WCNY;  provided CHM gives thirty (30) days written notice to WCNY, the
NYS  Superintendent  of Insurance,  and the NYS  Commissioner  of Health of such
termination, or

3.1.6 WCNY shall fail to make  payment to CHM or to any assignee of CHM pursuant
to any  agreement  between WCNY and such assignee and does not make such payment
within sixty (60) days after written  notice to WCNY and NYS  Superintendent  of
Insurance  and  the NYS  Commissioner  of  Health;  provided  subsequent  to the
aforementioned  sixty (60) days,  CHM gives fifteen (15) days written  notice to
WCNY, the NYS Superintendent of Insurance, and the NYS Commissioner of Health of
such termination.

3.1.7 The prior  approval  of the  Commissioner  of Health is  required  for any
termination  for cause  pursuant to  Sections  4.1- 4.16  herein,  or should the
parties  mutually  agree  to  terminate  this  Agreement  at  anytime.  Further,
concurrent with WCNY's  notification to the NYS Commissioner of Health of WCNY's
decision to discharge the manager, WCNY shall provide to the NYS Commissioner of
Health a plan for the management of WCNY following termination.

3.2 Termination Without Cause

     WCNY shall have the right to terminate this Agreement  without cause at the
end of the five- year-term. Six (6) months written notice shall be given to CHM,
the NYS Superintendent of Insurance,  and the NYS Commissioner of Health of such
termination.

3.3 Indemnification

     WCNY shall  indemnify  and save CHM  harmless  from and against any and all
claims or causes of action  arising  from  injuries  or  damages  to  persons or
property in connection  with the  operation of the HMO,  unless such injuries or
damages  resulted from (1) CHM acting  outside the scope of its authority  under
this  Agreement  or (2)  the  willful  misconduct  or  negligence  of CHM in the
management of the HMO.

     CHM shall  indemnify  and save WCNY harmless from and against any liability
resulting  from (1) CHM acting  outside  the scope of its  authority  under this
Agreement or (2) the willful  misconduct or negligence or CHM in the  management
of the Plan.  Nothing  herein shall  preclude WCNY from  asserting any claims or
suits against CHM which may arise out of CHM's management under this Agreement.

3.4 Arbitration

     In the event that any dispute  shall  arise with  regard to the  Agreement,
both  parties  agree  to  submit  the  matter(s)  in  controversy  to a Board of
Arbitrators consisting of three (3) members (one shall be selected by each party
to this  Agreement and these members in turn shall select a third  member).  The
Board  of  Arbitrators  so  constituted   shall  proceed  under  the  rules  and
regulations  of the American  Arbitration  Association.  Both parties  expressly
covenant and agree to be bound by the decision of the arbitrators and accept any
decision  by a  majority  of the  arbitrators  as a final  determination  of the
matter(s)  in  dispute.  The parties of this  Agreement  shall share the cost of
arbitration equally. CHM shall provide notice to the New York State Commissioner
of Health (the "Commissioner") of all issues preceding to arbitration and copies
of all decisions pursuant to this Paragraph 4.4. Additionally,  the Commissioner
shall in no way be bound by any arbitration decisions pursuant to this Paragraph
4.4.

3.5 Assignment

     CHM shall have the right to assign this Agreement to a corporation which is
a successor in interest of CHM upon the prior written  approval of WCNY, and the
NYS Department of Health.

3.6 Hold Harmless

     It is  understood  and  agreed  that  CHM  shall  look  solely  to WCNY for
compensation for management  services  provided to WCNY and at no time shall CHM
seek  compensation for such services from members,  members' family members,  or
any other person acting on a member's behalf.

3.7 Membership Responsibilities for WCNY Obligations

     The  membership or Board of WCNY shall not be  personally  or  individually
liable for the payment of obligations of WCNY to CHM.

3.8 Notices

     Any notice of other  communication by either party to the other shall be in
writing  and shall be  delivered  personally  or  mailed,  postage  prepaid,  by
registered or certified mail, addressed as follows:

     To WCNY:                      WellCare of New York, Inc.
                                   130 Meadow Avenue
                                   Newburgh, New York 12550
                                   Attn: Vice President

     To CHM:                       Comprehensive Health Management, Inc.
                                   c/o Patel, Moore & O'Connor, P.A.
                                   2240 Belleair Road, Suite 160
                                   Clearwater, Florida, 333764
                                   Attn: Sandip I. Patel, Esquire

or such other  address,  and to the attention of such other person or officer as
either party may designate in writing from time to time.

3.9 Modification and Changes

     CHM and WCNY mutually  recognize that it may be desirable to alter terms of
this  Agreement in the future to take into account such events or  conditions as
may from time to time occur.  Any changes to this  Agreement  must be in writing
and executed by both parties with the same formality as the within Agreement and
shall be effective only with the prior written  consent of the NYS  Commissioner
of Health.

3.10 Headings

     The headings contained herein are for the convenience of reference only and
are not  intended  to  define,  limit or  describe  the  scope or  intent of any
provision of the  Agreement.  3.11  Confidentiality  CHM and WCNY agree that the
terms and conditions of this Agreement  shall remain  confidential.  Neither CHM
nor WCNY shall  distribute  this  Agreement,  or any part thereof,  to any other
party unless required by law or regulation.

3.12  Understanding  and Agreements

     This  Agreement  constitutes  all of the  understandings  and agreements of
whatsoever nature or kind existing between the parties with respect to the HMO.

3.13 Governing Law

     This Agreement shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of New York.

3.14 Governing Rules and Regulations

     This Agreement, to the maximum extent possible,  shall be interpreted so as
to be consistent with all rules and regulations of the State of New York.

3.15  The  parties  hereto  acknowledge  that  the  responsibilities  of  WCNY's
governing authority are in no way obviated by entering into this Agreement.  Any
powers not  specifically  delegated  to CHM herein  remain with WCNY's  board of
directors.


<PAGE>


WellCare of New York, Inc. (WCNY)         Comprehensive Health Management, Inc.
                                          (CHM)

By: /s/ Mary Lee Campbell-Wisley          By: /s/ Kiran C. Patel, M.D.
--------------------------------          -------------------------------------
Mary Lee Campbell-Wisley                  Kiran C. Patel, M.D.
President/CEO                             President

Date:  June 11, 1999                      Date:  June 11, 1999

Attest:  /s/ Craig Dupont                 Attest:  /s/ S. Patel