[DESCRIPTION]       MATERIAL CONTRACT

EX-10.58            Copy of Lease Agreement dated July 1,
                    1997 between Candid Associates; as Lessor,
                    and WellCare Development, Inc.; as Lessee,
                    relating to lease of office space in
                    North Haven, Connecticut

                       L E A S E

     THIS INDENTURE made this 1st day of July, 1996, in the Town of
North Haven, County of New Haven and State of Connecticut, between
CANDID ASSOCIATES, with offices located at 110 Washington Avenue,
North Haven, Connecticut 06473 hereinafter referred to as the
"Lessor,  and WELLCARE DEVELOPMENT, INC. with offices located at Park
West/Hurley Avenue Extension, P.O. Box 4059, Kingston, New York
12402, a corporation organized and existing under the laws of the
State of  New York, and acting herein by its duly authorized agent,
hereinafter referred to as "Lessee; 

                 W I T N E S S E T H: 

1.   DESCRIPTION OF PROPERTY.  The Lessor, in consideration of the
rents, covenants and agreements hereinafter reserved and contained
and to be paid, kept and performed by the Lessee, hereby leases,
lets and by these presents grants, demises and lets unto the Lessee
certain premises (the "Premises") as described in Exhibit "A 
attached hereto, (which the Lessor represents to be 5,000 +/- square
feet), located on the 3rd floor West of the building (the
"Building") located at 127 Washington Avenue, North Haven,
Connecticut (the "Land").  Said property includes but shall not be
limited to all access ways in common with other tenants of the
Building such as building entrances, passenger elevators, freight
elevators, loading docks, lavatories, roads, driveways, public and
fire stairways, sidewalks, exterior ramps, parking facilities, and
other similar areas which would enable the Lessee to obtain full use
and enjoyment of the leased property (collectively the "Common
Areas").  The Building, the Land and the Common Areas are sometimes
collectively referred to herein as the "Property".  Parking
facilities shall allow a maximum of four (4) cars per 1000 square
feet, automobiles to be used by the employees, customers and
invitees of the Lessee.  The property is in compliance with all
laws, including the American with Disabilities Act.  Landlord
represents that it has free and clear title with no encumbrances.

2.   CONDITION OF PROPERTY.  "Substantial Completion  and
"Substantially Complete  shall mean that all of the following
conditions have been satisfied: (a) the Lessor has secured and
delivered to the Lessee the required permanent certificate of
occupancy (or the substantial equivalent under applicable state or
local law) to permit full use and occupancy of the Building, the
Premises and the Common Areas for the purposes permitted under this
Lease; and (b) construction of the "Tenant Improvement Work", as
hereinafter defined, has been completed in accordance with the
"Construction Plans,  as hereinafter defined, as reasonably
determined by the Lessee, subject only to normal punch list items
that will not interfere with the  Lessee's business operations in
the Premises, a list of which shall be delivered to the Lessor by
the Lessee's architect, and which items the Lessor agrees to use its
best efforts to correct by the Commencement Date, but shall, under
any circumstances, be competed not later than thirty (30) days after
the Commencement Date.  The date on which Substantial Completion
occurs is referred to herein as the "Substantial Completion Date. 

     The Lessor shall, at its sole cost and expense, perform the
construction work (the "Lessee Improvement Work") described and/or
shown on the plans annexed hereto as Exhibit "B", on or prior to
July 1, 1996.  If the Tenant Improvement Work is not Substantially
Complete by July 1, 1996, then in any such event, (i) the term of
this Lease shall not commence until the day the Lessor gives notice
to the Lessee that the Lessor has Substantially Completed the
construction set forth on the plans annexed hereto on Exhibit "B ,
or upon Lessee's entry into possession, whichever occurs sooner and
(ii) the Lessor shall pay Lessee an amount equal to one (1) days'
annual rent for each day after July 1, 1996 until the Lessee
Improvement Work is Substantially Complete.  The Lessor shall
perform the construction shown in the plans annexed hereto at
Lessor's cost and expense.  

     Neither the Lessor nor its agents have made any other
representations with respect to the Building, the Land or the
Premises except as expressly set forth herein, or hereafter and no
rights, easements, or licenses are acquired by the Lessee by
implication or otherwise except as expressly set forth in the
provisions of this Lease.

3.   TERM OF LEASE.  The term of this lease shall be five (5) years
commencing on the later to occur of (a) the Substantial Completion
Date or (b) July 1, 1996 (which later date shall be referred to as
the "Commencement Date").  The term shall end on noon of the last
day of June, 2001 unless sooner terminated as herein provided. 
Should the Lessee hold over and remain in possession of the Premises
after the expiration of this Lease without the Lessor's consent, it
shall not be deemed or construed to be a renewal or extension of
this Lease but shall only operate to create a month-to-month tenancy
which may be terminated by the Lessor at the end of any month upon
thirty (30) days prior written notice to the Lessee.

4.   OCCUPANCY.  The Lessor agrees to use due diligence in the
construction and partitioning of the Premises and will give Lessee
at least five (5) days prior notice of when the leased property are
completely ready for occupancy and use.  In the event occupancy is
provided after the first day of a calendar month commencement date
then rent provided in paragraph 5 below shall be apportioned on a
pro-rata basis for the actual number of days in the month.  Lessor
and Lessee shall execute an Addendum to this lease establishing the
commencement of rental consideration.

5.   RENTAL CONSIDERATION.  The Lessee shall pay, for the period
from the Commencement Date through June 30, 1997, in equal monthly
installments an annual rental of Sixty Five Thousand Dollars
($65,000.00).  Monthly rental payments shall be Five Thousand Four
Hundred Sixteen Dollars and 66/100 ($5,416.66) per month, payable in
advance on the first day of each month;  and an equal sum shall  be
paid on the first day of each and every month through June 30, 1997. 
The period covered by the term "annual rent  shall mean the first
consecutive twelve (12) month period beginning on July 1, 1996.  In
the event that the Tenant Improvement Work is not Substantially
Complete by July 1, 1996, the above rent shall be apportioned
accordingly.  The Lessee shall pay, for the period from July 1, 1997
through June 30, 1999, in equal monthly installments an annual
rental of Seventy Thousand Dollars ($70,000.00).  Monthly rental
payments shall be Five Thousand Eight Hundred Thirty-Three Dollars
and 33/100 ($5,833.33) per month, payable in advance, on the first
day of each month; the first payment of $5,833.33 to be made on or
before the first day of July, 1997 and an equal sum shall be paid on
the first day of each and every month through June 30, 1999.  The
Lessee shall pay, for the period of July 1, 1999 through June 30,
2001, in equal monthly installments an annual rental of Seventy Five
Thousand Dollars ($75,000.00).  Monthly payments shall be Six
Thousand Two Hundred Fifty Dollars ($6,250.00) per month, payable in
advance, on the first day of July, 1999 and an equal sum shall be
paid on the first day of each and every month through June 30, 2001.

6.   ADDITIONAL RENT.  The Lessee agrees to pay, as additional
rent, "Lessee's pro-rata portion", as defined herein, of the amount
by which yearly "Operating Expenses" incurred and paid by the Lessor
during each calendar year occurring during the term of this Lease,
commencing January 1, 1997, exceeds operating expenses incurred and
paid by Lessor during calendar year 1996 (the "base year").

     A.   The Lessees's pro-rata portion shall equal the
percentage by which the net rentable area of the Building, which is
130,000 square feet, bears to the net rentable square foot area of
the Premises, which is 5,000 square feet (3.84%) and which shall
also be adjusted by the percentage of the months of the Lessee's
occupancy in the Premises as compared to number of months in a
calendar year.  The Lessee reserves and the Lessor grants the right
to make physical measurement of the entire Premises within thirty
(30) days from the date hereof in order to verify the square
footage.  In the event there is a discrepancy in the total square
footage from that which is stated above, then the annual rent, the
monthly rent and Lessee's Pro-rata portion, shall be adjusted
accordingly.

     B.   "Operating Expenses  shall mean the total actual
out-of-pocket expenses incurred and paid by Lessor for the
operation, maintenance and repair of the Property which are incurred
during any calendar year or portion thereof, in accordance with
sound property management principles, as applied to first-class
office buildings.  Operating Expenses shall include "Real Estate
Taxes," as defined herein.  For the base year only, Operating
Expenses shall mean those expenses described in the preceding
sentence which would have been incurred during the base year if the
Building were 100% leased and occupied, and all initial warranties
and service contracts for new equipment have expired (the "Base Year
Operating Expenses ).  In the event the Lessor, during the term
undertakes any type of expense that was not incurred by Landlord
during the base year, then the Operating Expenses for the base year
shall be adjusted to include the cost that Lessor would have
incurred to undertake such expense in the base year.

     Notwithstanding anything in this Lease to the contrary, the
following expenses are excluded form Operating Expenses:

     1)   Depreciation and amortization;

     2)   Expenses incurred by the Lessor to prepare, renovate,
repaint, redecorate or perform any other work in any space leased to
any existing tenant or prospective tenant of the Building;

     3)   Expenses incurred by the Lessor for repairs or other
work occasioned by  fire, windstorm, or other insurable casualty or
condemnation;

     4)   Expenses incurred by the Lessor to lease space to new
tenants or to retain existing tenants including, without limitation,
leasing commissions, advertising and promotional expenditures;

     5)   Expenses incurred by the Lessor to resolve disputes,
enforce or negotiate lease terms with prospective or existing
tenants or in connection with any financing, sale or syndication of
the Property;

     6)   Interest, principal, points and fees, amortization or
other costs associated with any debt and rent payable under any
lease to which this Lease is subject and all costs and expenses
associated with any such debt or lease and any ground lease rent,
irrespective of whether this Lease is subject or subordinate
thereto;

     7)   Cost of alterations, capital improvements, equipment
replacement and other items which under generally accepted
accounting principles (hereinafter referred to as "GAAP ) are
properly classified as capital expenditures;

     8)   Expenses for the replacement of any item covered under
warranty;

     9)   Cost to correct any penalty or fine incurred by the
Lessor due to the Lessor's violation of any federal, state, or local
law or regulation and any interest or penalties due for late payment
by the Lessor of any of the Operating Expenses;

     10)  Cost of repairs necessitated by the Lessor's negligence
or willful misconduct, or of correcting any latent defects of
original design defects in the Building construction, materials, or
equipment;

     11)  Expenses for any item of service which Lessee pays
directly to a third party or separately reimburses the Lessor and
expenses incurred by Lessor to the extent the same are reimbursable
or reimbursed form any other tenants, occupants of the property, or
third parties;

     12)  Expenses for any item or service not provided to the
Lessee but exclusively to certain other tenants in the Building;

     13)  A property management fee for the Building in excess of
four percent (4%) of the gross rents of the Building applicable to
the Building for the relevant calendar year;

     14)  Salaries of employees above the grade of building
superintendent or building manager;

     15)  The portion of employee expenses which reflects that
portion of such employee's time which is not spent directly and
solely in the operation of the Property;

     16)  The Lessor's general corporate overhead and
administrative expenses except if it is solely for the Building;

     17)  Business interruption insurance and rental value
insurance;

     18)  Expenses incurred by the Lessor in order to comply with
laws applicable to the property;
     
     19)  Reserves;
     
     20)  Fees paid to affiliates of the Lessor to the extent that
such fees exceed the customary amount charged for the services
provided;

     21)  The operating expenses incurred by the Lessor relative
to retail stores, hotels and any specialty service in the Building
or on the Property;

     22)  Any additional operating expenses incurred by the Lessor
relative to any declaration of covenants or restrictions to which
the Property may be subject;

     23)  HVAC modification and replacement obligations necessary
to comply with any Clean Air Act requirements and any Environmental
Protection Agency regulations requirements, including ASHRAE
standards, for the following: maintenance, fresh air,
chlorofluorocarbons and hydrochlorofluorocarbons; 

     24)  Costs of sculptures, paintings, and other objects of
art;

     25)  Costs associated with the removal of substances
considered to be detrimental to the environment or the health of
occupants the Building; and 

     26)  Other items not customarily included as operating
expenses for similar buildings.

For purposes of this lease, the increase in real estate taxes shall
mean the increase which occurs after the assessment of the list of
October, 1995.  The Lessor, in good faith, shall conclusively
determine the amount of such yearly "Operating Expenses  and once
each year during the term commencing in January 1, 1998, shall
notify the Lessee in writing of additional rent payable on account
of its pro-rata portion of any such increase of "Operating Expenses 
together with an itemized statement thereof.

     C.   Real Estate Taxes shall mean all taxes, assessments,
levies and other charges, which are assessed, levied or charged upon
the Property during the term and which have been finally determined
by legal proceedings or otherwise to be legally payable, less any
abatement received by the Lessor, any affiliate of the Lessor or any
lessee of the Property.  Real Estate Taxes shall not include (A) any
interest or penalties; (B) any capital levy, estate, succession,
inheritance, transfer, sales, use or franchise taxes, or any income,
profits, or revenue tax, assessment or charge imposed upon the rent
received as such by the Lessor under this Lease;(C) any
discriminatory or unreasonable tax increases which the Lessor has
not taken all reasonable steps to contest; nor (D) any increase in
property taxes due to a reassessment performed as a result of the
sale or transfer of the property.  For the base year only, Real
Estate Taxes shall mean the Real Estate Taxes which would have been
incurred during the base year, if the base year were the first full
tax year in which the Building were 100% leased and occupied and the
Property were fully assessed.

     D.   The Lessee shall have the right to examine, to copy and
to have an audit conducted of all books and records of the Lessor as
shall pertain to Operating Expenses.  Such audit shall be conducted
by an auditing firm retained by the Lessee.  All expenses of such
audit shall be borne by the Lessee unless such audit discloses an
overstatement of Operating Expenses of three percent (3%) or more,
in which case all expenses of such audit shall be borne by the
Lessor and the Lessee's additional rent payment shall be adjusted
accordingly.  In the event the Lessor disputes the findings of said
audit, then the Lessor and the Lessee agree to submit any disputed
items to arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association.  The Lessor shall
maintain all books and records for a period of not less than three
(3) years following the applicable calendar year.

     E.   If the term of this lease shall expire on any day other
than June 30, 2001, any payment due by reason of any increase or
decrease in operating costs shall be pro-rated for the fractional
portion of the lease year in which the term expires, and subject to
the determination of any item in dispute, Lessee shall pay to Lessor
the amount of any such increase, or Lessor shall pay to Lessee the
amount of any such decrease, within thirty (30) days after the
rendition of the final statement.

7.   RESTRICTIONS OF USE.  The Lessee may use and occupy the leased
property for conducting business or for general, executive,
administrative or other office purposes.  The Lessee shall not use
or occupy nor permit the leased property or any part thereof to be
used or occupied for any unlawful business, use, or purpose or in
any manner which is in violation of any present or future
governmental laws or regulations.  The Lessee shall promptly after
the discovery of any such unlawful, disreputable, or extra hazardous
use take all necessary steps, legal and equitable, to compel the
discontinuance of such use and to oust and remove any subtenants,
occupants, or other persons guilty of such unlawful, disreputable or
extra hazardous use.  The Lessee shall indemnify the Lessors against
all costs, expenses, liabilities, losses, damages, injunctions,
suits, fines, penalties, claims and demands including reasonable
counsel fees, arising out of any violation of or default of these
covenants.

     The Lessor has not conveyed to the Lessee any rights in or to
the exterior of the outside walls of the building of which the
leased property forms a part.  The Lessee shall not display or erect
any lettering, sign, advertisement, awning or other projection in or
on the leased property or in or on the leased property or in or on
the building of which if forms a part except for a sign or lettering
on its own door entrance, or make any alteration, decoration,
addition or improvement in or to the leased property, or in or to
the building of which it forms a part, without prior written consent
of the Lessor.  The Lessor will not withhold the consent required by
the provisions of this paragraph unreasonably. 

     A)   The Lessee covenants and agrees with the Lessor to obey
the following rules and regulations:

          1)        All loading and unloading of goods shall be
done only at such times, in the areas, and through the entrances
designated for such purposes by the Lessor.

          2)        The delivery or shipment of merchandise,
supplies, and fixtures to and from the leased property shall be
subject to such rules and regulations as in the judgement of the
Lessor are necessary for the proper operation of the building.

          3)        No aerial shall be erected on the roof or
exterior walls of the building in which the leased property is
located, or on the grounds, without, in each instance, the written
consent of the of the Lessor.  Any aerial so installed without such
written consent shall be subject to removal without notice at any
time.

          4)        No loudspeakers, televisions, phonographs,
radios, or other devices shall be used in a manner as to be heard or
seen outside the leased property without prior written consent of
the Lessor.

          5)        Lessee and Lessee's employees shall park
their cars only in those portions of the parking area designated for
that purpose by Lessor.  Lessee shall furnish Lessor with automobile
license numbers assigned to Lessee's cars and cars of Lessee's
employees within five (5) business days after taking possession of
the premises and shall thereafter notify the Lessor of any changes
within five (5) business days after such changes occur.  In the
event that Lessee or its employees fail to park their cars in
designated parking areas, as aforesaid, then Lessor, at its option,
shall  notify the Lessee and Lessor shall charge the appropriate
parkers in violation Ten Dollars and 00/100 ($10.00) per day per car
parked in any area other than those designated, as and for
liquidated damage.

          6)        The facilities shall not be used for any
purpose other than that for which they are constructed, and the
expense of any breakage, stoppage, or damages resulting from a
violation of this provision shall be borne by the Lessee.

8.   COMPLIANCE WITH LAWS AND REGULATIONS.  The Lessee shall
throughout the term of this Lease, at its sole expense, promptly
comply with all laws and regulations of all federal, state, and
municipal governments and appropriate departments, commissions,
boards and officers thereof, and the orders and regulations of the
Nations Board of Fire Underwriters, or any other body now or
hereafter exercising similar functions, which may be applicable to
the manner of the Lessee's use of the Premises and the manner of the
Lessee's use of the fixtures and equipment therein.  The Lessee
shall comply with the requirements of all policies of public
liability, fire and all other types of insurance at any time in
force with respect to the use of the Building and other improvements
in the Premises.  The Lessor represents that at the time of
occupancy, there will be no violation of any laws and regulations
either known or unknown, and if any violations are thereafter
discovered, which are shown to have existed at the time of
occupancy, the expense of rectifying same shall be the sole
responsibility of the Lessor.  Lessor shall comply, at Lessor's sole
expense, with all federal, state and municipal laws, including but
not limited to the Americans with Disability Act, relating to the
Leased Premises, the Building and the Property.

9.   SURRENDER OF PREMISES AT TERMINATION.  At the expiration of
the lease term, the Lessee shall surrender the Premises broom clean
in as good condition as at the beginning of the term, reasonable
use, wear and tear and damage by casualty of condemnation, expected.

10.  LESSEE'S RIGHT TO ALTER AND IMPROVE.  No alteration, additions
or improvements (not including decorative changes) to the Premises
shall be made by the Lessee without written consent of the Lessor,
which shall not be unreasonably withheld, conditioned or delayed. 
Any alteration, addition, or improvement made by the Lessee after
such consent has been given, and any permanent fixtures installed
shall not be construed to give the Lessor title to or prevent the
Lessee's removal of trade fixtures, moveable office furniture and
equipment, but upon removal of other installations as may be
required by the Lessor, the Lessee shall immediately at its expense,
repair and restore the Premises to the condition existing prior to
installation and repair any damage to the Premises or the Building
due to such removal.  All property permitted or required to be
removed by the Lessor at the end of the term remaining in the
Premises after Lessee's vacation of the Premises at the end of the
term shall be deemed abandoned and may, at the election of the
Lessor, either be retained as the Lessor's property or may be
removed from the Premises by the Lessor, at the Lessee's expense.

11.  UTILITIES AND OTHER SERVICES.  The Lessor shall pay all
charges for gas, electricity, light, heat and power used, rendered
or supplied upon or in connection with the use of the Premises. 
Notwithstanding the foregoing, the Lessee shall pay the Lessor for
HVAC usage in excess of ten (10) hours per day, at the rate of
$35.00 per hour.  The Lessee shall pay all charges for telephone
services or other communication services and shall indemnify the
Lessor against any liability on such account if any such liability
shall occur.  The Lessor during the term of this lease shall be
responsible for the repair and maintenance of all structural
portions and the exterior of the building (including the roof,
exterior walls, bearing walls, support beams, foundations, columns
and lateral support to the building) of the leased premises,
including doors, windows, plumbing, heat, air conditioning,
electrical and electrical fixtures and the repair of all casualty
damage, whether or not caused by Lessee's negligence.  The Lessor
shall not, however, be responsible for the maintenance or repair of
rugs or fixtures installed by the Lessee, painting or repair of
interior walls except as hereinafter set forth, and any and all
non-casualty damages caused by the negligence of the Lessee, its
agents, servants, employees, and/or customers.  In addition, the
Lessor agrees to provide daily cleaning and janitorial services as
described on Exhibit "D" attached hereto, lamp replacements (building
fixtures only), water, air conditioning, snow removal and
maintenance of the parking area.  The Lessor shall be responsible
for the maintenance and repair of interior walls, ceilings, floors
and floor coverings of the Common Areas of the Building, as well as
exterior improvements to the Land, including curbs driveways,
parking areas, sidewalks, lighting, exterior signs, ditches,
shrubbery, landscaping and fencing.  The Lessor shall provide
passenger elevator service, toilet facilities and supplies, sewage
facilities, hot and cold water, vermin extermination, electricity
for the Lessee's needs, HVAC for the Lessee's comfortable use and
occupancy, after hours HVAC service at an added charge (to be agreed
upon by Lessor and Lessee), removal of  ice, snow and debris from
the exterior common areas, including but not limited to walkways,
parking lots, and other paved surfaces, landscaping maintenance and
services, building and parking lot security, and lobby directory
signage.            

12.  DEFAULT

     A.   LESSOR'S RIGHT ON LESSEE'S DEFAULT.  If proceedings are
commenced against the Lessee in any court under a bankruptcy act,
and the same have not been discharged within sixty (60) days after
commencement, or for the appointment of the trustee or receiver of
the Lessee's property either before or after the Commencement Date,
and the same have not been discharged within sixty (60) days after
commencement, or if there shall be a default in the payment of rent
or any part thereof for more than thirty (30) days after written
notice of such default by the Lessor, or if there shall be default
in the performance of any other covenant, agreement, condition, rule
or regulation herein contained or hereafter established on the part
of the Lessee for more than thirty (30) days after written notice of
such default by the Lessor, this Lease (if the Lessor so elects)
shall thereupon become null and void, and the Lessor shall have the
right to re-enter or repossess the Premises, provided the Lessor has
obtained an order of the court and a summary proceeding for a
judgement of possession and the issuance of a final warrant of
eviction,  in that event, the Lessor shall have the right to
dispossess and remove therefrom the Lessee, or other occupants
thereof, and their effects.  In such case, the Lessor shall, with
reasonable diligence and in good faith, relet the Premises or any
part thereof, as the agent of the Lessee and the Lessee shall pay
the Lessor the difference between the rent hereby reserved and
agreed to be paid by the Lessee for the portion of the term
remaining at the time of re-entry or repossession and the amount, if
any, received or to be received under such reletting for such
portion of the term.    The failure of the Lessor to insist upon a
strict performance of any term or condition of this Lease shall not
be deemed a waiver of any right or remedy that the Lessor may have
and shall not be deemed a waiver of any subsequent breach of such
term or condition.  The Lessee shall pay and indemnify the Lessor
against all legal cost and charges, including counsel fees lawfully
and reasonably incurred, in obtaining possession of the leased
premises after a default of the lessee or after the Lessee's default
in surrendering possession upon the expiration or earlier
termination of the term of the Lease or enforcing any covenant of
the Lessee herein contained.  However, the Lessee shall have the
right to recover its expenses and attorney's fees if the Lessee is
the prevailing party in any action brought by the Lessor, or if the
Lessee has instituted its own action against the Lessor for the
failure of the Lessor to perform its obligations under the Lease,
and is the prevailing party with respect thereto.

     B.   LESSEE'S RIGHT ON LESSOR'S DEFAULT.  

          (1)       If Lessor shall:  Default in fulfilling and
covenant or provisions of this Lease on its part to be performed and
failed to remedy such default within 30 days after the Lessee shall
have given the Lessor written notice of such default, then the
Lessee shall have all rights, powers and remedies and may be
permitted to it by law or equity.

              (2)  Without limiting the rights described in
subparagraph B(1) above, in the event that (a) the Lessor, for any
reason, other than by reason of any default by the Lessee, fails to
fulfill any covenant or provision of this Lease on its part to be
performed; and (b) such failure materially and adversely interferes
with the conduct of the Lessee's business, as reasonably determined
by the Lessee; and (c) such failure is not remedied within three (3)
days after the Lessor receives actual notice of such failure, then
annual rent and additional rent shall be abated as of the fourth
(4th) day after such notice until such failure is remedied; and (d)
the Lessee shall have the right, but not the obligation, to remedy
the Lessor's failure and charge the Lessor for the reasonable cost
of such remedy, which charges shall be payable by the Lessor within
ten (10) days of the Lessee's demand therefore.  If the Lessor shall
fail to pay the same, the Lessee shall have the right to recoup the
same as a credit against future installments of annual rent or
additional rent.  The rights described in (1)(d) shall be deemed
"Lessee's Additional Remedies. 

              (3)  Without limiting the rights described in
subparagraphs B(1) and B(2) above, in the event that (a) the Lessor,
for any reason, other than by reason of the Lessee event of default,
fails to fulfill any covenant or provision of this Lease on its part
to be performed, and (b) such failure is not remedied within thirty
(30) days after the Lessee shall have given Lessor written notice of
such failure, then the Lessee may exercise Lessee's Additional
Remedies.  The rights of Lessee under this Subparagraph (3) shall
survive the expiration or earlier termination of this Lease.

              (4)  Without limiting the rights described in
subparagraphs, B(1), B(2) and B(3) above, in the event that (a) the
Lessor fails to fulfill any covenant or provision of this Lease, and
(b) such failure materially and adversely interferes with the
conduct of the Lessee's business, as reasonably determined by the
Lessee, and (c) such failure is not remedied within ninety (90) days
after the Lessee shall have given the Lessor written notice of such
failure, then the Lessee shall have the right to terminate this
Lease by giving the Lessor written notice.

13.      RIGHT TO ACCESS.  The Lessor and its representatives may enter
the Premises, upon reasonable written notice to Lessee and during
reasonable business hours, except in emergency, for the purpose of
inspecting the Premises, performing work which the Lessor elects to
undertake, made necessary by reason of the Lessee's default under
the terms of this Lease, exhibiting the Premises for sale, mortgage
financing, or posting notices or non- responsibility under any
mechanic's lien law.  The Lessee may show the Premises any time
during regular business hours to prospective tenants within the last
nine (9) months of the term of this Lease.  The Lessee shall have
access to the building twenty-four (24) hours a day, 365 days per
year.  Provided the Lessee does not require additional services,
there will be no additional charges for such access.

14.      FIRE OR OTHER CASUALTY LOSS.  (a) In case of fire or other
casualty to the building in which the leased property is located, if
the damage is so extensive as to amount to total destruction of more
than fifty percent (50%) of the leased property or of such building,
as determined by a source independent of Lessor or Lessee, this
Lease shall cease, and the rent shall be apportioned to the time of
the damage.  In all other cases where the leased property is damaged
by fire or other casualty, the Lessor shall repair the damage with
reasonable dispatch, and if the damage has rendered the leased
property untenantable, both in whole or in part, there shall be an
apportionment of the basic rent until the damage has been repaired. 
In determining what constitutes reasonable dispatch, consideration
shall be given to delays caused by strikes, adjustment of insurance,
and other causes beyond the Lessor's control.  In the event that
said damage cannot be repaired within ninety (90) days  after the
casualty event, then this Lease at the option of Lessee shall cease
and the rent be apportioned to the time of the damage.  The Lessee
shall have the right to terminate this Lease if the repairs are not
completed within ninety (90) days after the casualty event.

15.      TERMINATION OF LEASE UPON CONDEMNATION.  If the whole of the
leased property, or such portion thereof as will make the leased
property unsuitable for the purposes herein leased, is condemned or
taken by eminent domain for any public use or purpose by any legally
constituted authority, then in either of such events this Lease
shall cease from the time when possession is taken by such public
authority and rental shall be accounted for between the Lessor and
the Lessee as of the date of surrender of possession.  No part of
any award shall belong to the Lessee, except the Lessee may file a
claim for any taking of non-movable fixtures owned by Lessee and for
moving expenses incurred by the Lessee.

16.      RIGHTS TO ASSIGN AND SUBLEASE.  The Lessee shall not assign,
mortgage or encumber this Lease, nor sublet or permit the leased
property or any part thereof to be used by others, without the prior
written consent of the Lessor.  Lessee shall have the right to
assign this Lease or sublet all or a portion of the Premises to
WellCare of Connecticut, Inc., and assign this Lease or sublet all
or a portion of the Premises to a parent, affiliate or subsidiary or
a successor entity by way of sale (of stock or assets), merger or
consolidation, all without the Lessor's consent.  If this Lease is
assigned, or, if the Premises or any part thereof is sublet or
occupied by anybody other than the Lessee, the Lessor may, after
default by the Lessee, collect rent form the assignee, subtenant, or
occupancy and apply the net amount collected to the rent herein
reserved.  No such assignment, subletting, occupancy, or collection
shall be deemed a waiver of this covenant, or the acceptance of the
assignee, subtenant or occupant as tenant, or a release of the
Lessee from the further performance by the Lessee of the covenants
in this lease.  The consent by the Lessor to an assignment or
subletting shall not be construed to relieve the Lessee from
obtaining the consent in writing of the Lessor to any further
assignment or subletting.

17.      SUBORDINATION OF LEASE TO MORTGAGES.  This Lease shall be
subject and subordinated to the lien of any mortgage, deed of trust
or ground lease hereafter placed on all or any part of the Property,
provided that the holder thereof (the "Holder") shall agree in the
mortgage, deed of trust, ground lease or otherwise that this Lease
shall not be terminated or otherwise affected by the enforcement of
any such mortgage, deed of trust or ground lease if at the time
thereof the Lessee is not in default under this Lease beyond any
applicable grace, notice or cure periods ("Non-Disturbance
Agreement").  Simultaneously with the execution and delivery of this
Lease, the Lessor shall deliver to the Lessee a Subordination,
Non-disturbance and Attornment in the form annexed hereto as Exhibit
"C" and made a part hereof, executed by each Holder of any mortgage,
deed of trust or ground lease then encumbering all or any part of
the Property.

18.      LIMITATION OF LESSOR'S LIABILITY.  The Lessor shall not be
liable for any damage to the property of the Lessee entrusted to
employees of the Building in which the Premises are located or for
the loss or damage to any property of the Lessee by theft or
otherwise unless caused by the negligence of the Lessors or their
agents, servants and employees.  The Lessor shall not be liable for
any injury or damage to person or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, water rain or
snow, or leaks from any part of such building or from pipes,
appliances, plumbing or from the roof, street, or subsurface or from
any other place, or by dampness or by any other cause of whatever
nature unless caused by or due to the negligence of the Lessor, its
servants, or agents, nor shall the Lessor be liable for any such
damage caused by other Lessees or persons in such building. 

         A.   Lessee shall defend and indemnify Lessor and save Lessor
harmless from and against any and all losses, claims, liability,
expenses and damages (other than consequential damages) which,
either directly or indirectly, in whole or in part, arise out of or
result from the negligence or willful misconduct of Lessee, its
agents, contractors or employees.

         B.   The Lessor shall defend and indemnify the Lessee and
save the Lessee harmless from and against any and all losses,
claims, liability, expenses and damages (other than consequential
damages) which, either directly or indirectly, in whole or in part,
arise out of or result from the negligence or willful misconduct of
the Lessor, its agents, contractors or employees.

         C.   Nothing in this Paragraph 18 is intended to require
indemnification for any property claim for which insurance is
required to be maintained under the terms of this Lease.  The rights
and obligations of the Lessor and the Lessee under Subparagraph 18
B and C shall survive the expiration or earlier termination of this
Lease.

         D.   The Lessee shall carry commercial general liability
policy of at least Five Hundred Thousand Dollars ($500,000) per
accident, and include therein protection of the Lessor as an
additional insured.  A certificate of insurance shall be delivered
to the Lessor on the day this Lease commences.   Lessor shall
maintain full replacement cost, fire and extended coverage insurance
(including vandalism and malicious mischief) on the Property, also
maintain commercial general liability insurance having a single
limit of not less than $1,000,000.00 and naming the Lessee as an
additional insured.

         E.   Reciprocal Subrogation: the Lessor hereby waives and
releases any and all rights, claims, demands and causes of action
the Lessor may have against the Lessee on account of any loss or
damage occasioned to the Lessor its businesses, properties, real and
personal, the Premises or its contents, arising from any risk or
peril covered by the standard all risk coverage, full replacement
cost policy required to be carried by the Lessor.  The Lessee hereby
waives and releases any and all rights, claims, demands and causes
of action Lessee may have against the Lessor on account of any loss
or damages occasioned to the Lessee, its business, properties, real
and personal, the Premises or its contents, arising from any risk or
peril covered by any insurance policy required to be carried by the
Lessee pursuant to this Lease.  Inasmuch as the above mutual waivers
will preclude the assignment of any aforesaid claims by the way of
subrogation or otherwise to an insurance company or any other
person, each party hereto hereby agrees immediately to give to its
respective insurance companies written notice of the terms of said
mutual waivers and to have said insurance policies properly endorsed
if necessary, to prevent the invalidation of said insurance
coverages by reason of said waivers. 

19.      NOTICE UNDER THIS LEASE.  Whenever it is provided herein that
notice, demand, request or other communication shall or may be given
to either of the parties by the other, such notice, demand, request
or other communication shall be in writing and any law or statute to
the contrary notwithstanding shall not be effective for any purpose
unless it shall be served by mailing such notice by registered or
certified mail, postage prepaid, return receipt requested, or shall
be delivered to a nationally recognized overnight courier service,
and sent to the addresses listed in this lease or to such other
addresses as either party may from time to time designate by notice
given to the other by certified mail.  Any such notice, demand,
request or other communication shall be deemed to have been given at
the time it is received by the addressee.  A copy of any notices
sent to the Lessee shall also be sent to: The WellCare Management
Group, Inc., Park West/Hurley Avenue Extension, P.O. Box 4059,
Kingston, New York 12402, Attention: CFO and WellCare of
Connecticut, 127 Washington Ave., North Haven, CT 06473.

20.      CERTIFICATION OF STATUS OF LEASE.  The Lessor and the Lessee
shall certify in writing the status of this Lease and the rent
payable hereunder, at any time, upon ten (10) days written notice. 
Such certificate shall be in a form reasonable satisfactory to a
prospective purchaser or mortgagee of the fee title, or assignee or
the lease or of any superior Lease.  The form shall be prepared by
the party requesting certification, at the cost and expense of such
party.

21.      MISCELLANEOUS PROVISIONS.  All taxes, charges, costs and
expenses which  the Lessee is required to pay hereunder,  and all
damages, costs and expenses which the Lessor may incur by reason of
any default of the Lessee or failure on the Lessee's part to comply
with the terms of this lease, shall be deemed to be additional rent
and, in the event of nonpayment by the Lessee, the Lessor shall have
all the rights and remedies with respect thereto as the Lessor has
for nonpayment of the annual rent.

         A)   The specified remedies to which the Lessor and the
Lessee may resort under the terms of this Lease are cumulative and
are not intended to be exclusive of any other remedies or means of
redress to which both parties may be lawfully entitled in case of
any breach, or threatened breach of the other party of any provision
or provisions of this Lease.  This Lease contains the entire
agreement, understandings, terms and conditions, and neither party
has relied upon any representation, express, or implied, not
contained in this Lease or the simultaneous writings heretofore
referred to.  All prior understandings, terms or conditions are
deemed merged in this Lease.  This Lease cannot be changed or
supplemented orally.

         B)   If any provisions of this Lease shall be declared
invalid or unenforceable, the remainder of the Lease shall continue
in full force and effect. 

         C)   In construing this Lease, feminine or neuter pronouns
shall be substituted for those masculine in form and vice versa, and
plural terms shall be substituted for singular and singular for
plural in any place in which the context so requires.

         D)   The covenants, terms, conditions, provisions and
undertakings in this Lease or in any renewal thereof shall extend to
and be binding upon the successors and assigns of the respective
parties hereto.

         E)   Both parties hereby agree to execute, if requested by
either the Lessor or the Lessee, a "Notice of Lease  in proper form
for recording on the land records of the Town of North Haven.

         F)   Any time the "Consent of the Lessors  is required
pursuant to this Lease, the parties hereto agree and stipulate that
such consent shall not be unreasonably withheld, conditioned or
delayed.

         G)   It is hereby agreed that no paragraph of this Lease
shall allow or permit double payment to the Lessor if a casualty or
loss occurs; i.e., Lessor cannot collect from both an insurance
company and the Lessee for one and the same loss.  This paragraph,
however, does not effect any rights or subroutines of any insurance
company that in such a situation makes a payment to the Lessor.

22.      SECURITY DEPOSIT.  Lessee, at the signing of this Lease, shall
deposit with Lessor a Security Deposit of two (2) months rent, the
sum of Ten Thousand Eight Hundred Thirty-Three Dollars and 22/100
($10,833.22) which shall be held until the end of the lease period. 
Upon the expiration of the term or the termination of this Lease,
the security deposit shall be returned to Lessee in full, provided
that the Lessee is not in default in respect to any of the terms,
covenants and conditions of this Lease. 

23.      RENEWAL OPTION.  Lessee shall have the option to renew the
Lease for an additional five (5) year period,  and rent shall be
adjusted to reflect the fair market value of the Premises at that
time.  Lessee must exercise this option to renew the Lease by
providing the Lessor with written notice nine (9) months prior to
the expiration date of this Lease.

24.      ADDITIONAL SPACE.  Lessee shall have the right of first
refusal on contiguous space on the 3rd floor which is approximately
2,500 square feet.  Lessee must exercise this option within fifteen
(15) days of written notification.  Such notification is to include
a copy of the contiguous space, including the rental rate, the term
and any incentives such as improvement allowances or free rent.

25.      QUIET ENJOYMENT.  Lessor covenants and agrees with Lessee that
upon Lessee paying the rent and additional rent and observing and
performing all the terms, covenants and conditions, on Lessee's part
to be observed and performed, Lessee may peaceably and quietly enjoy
the premises for the entire term hereof subject to all the terms and
conditions of this Lease. 

26.      BROKER.  The Lessee and Lessor represent that they have not
had any dealings with any broker with respect to this transaction. 
The Lessee and Lessor indemnify each other with respect to any
claims based upon their respective dealings with any broker claiming
an commission.


         IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed, at New Haven, Connecticut the day and
year first above written.  


<PAGE>
WITNESSES:                LESSOR:

/s/ Pasquale F. Nuzzolillo          CANDID ASSOCIATES

                          By: /s/ Vincent A. Lingobardt        Its
                          Duly Authorized
                          Owner

WITNESSES:                LESSEE:

/s/ Judy L. Johnson       WELLCARE DEVELOPMENT, INC.

                          By:/s/ Marystephanie Corsones
                          Its
                          Duly Authorized
                          Secretary/Treasurer

STATE OF CONNECTICUT  )
COUNTY OF NEW HAVEN   ) ss.:

On this 9th day of July, 1996, before me personally came Vincent A.
Lingobardt, to me known, who being by me duly sworn, did depose and
say that he resides at 110 Washington Avenue, North Haven, CT 06473;
that he is the Owner of Candid Associates, the corporation described
in, and which executed the above instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of
Directors of said corporation and that he signed his name thereto by
like order.

/s/ Denise L. Grabner
Notary Public

DENISE L. GRABNER
NOTARY PUBLIC # 109989
MY COMMISSION EXPIRES SEP. 30, 2000

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

On this 4th day of June, 1996, before me personally came 
Marystephanie Corsones, to me known, who being by me duly sworn, did
depose and say that she resides at Kingston, New York 12402; that
she is the Secretary/Treasurer of WellCare Development, Inc., the
corporation described in, and which executed the above instrument;
that she knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation and that she
signed her name thereto by like order. 

/s/ Marianne Gilday
Notary Public

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