[DESCRIPTION]       MATERIAL CONTRACTS

EX-10.57            Copy of Wellness Administrative Services
                    Agreement dated July 1, 1996, and Amendment
                    to said Agreement dated October 10, 1996,
                    between WellCare of New York, Inc. and
                    Bienestar, Inc.

       WELLNESS ADMINISTRATIVE SERVICES AGREEMENT
                        BETWEEN
               WELLCARE OF NEW YORK, INC.
                          AND
                    BIENESTAR, INC.

     This Agreement is made and entered into as of this first day
of July 1996, by and between WellCare of New York, Inc., a New York
State for-profit health maintenance organization (HMO)(hereinafter
referred to as "WellCare"), and Bienestar, Inc., a for-profit
corporation organized under the laws of the State of Delaware
(hereinafter referred to as "Bienestar").

     WHEREAS, WellCare currently provides health care coverage to
approximately 100,000 commercial, Medicaid (Healthy Choice), and
Medicare (Senior Health) members; and

     WHEREAS, Bienestar is a wholly-owned subsidiary corporation of
WellCare engaged in the business of providing consulting and
educational services regarding wellness and integrative health
services to managed care entities, as described in the attached
Bienestar brochure; and

     WHEREAS, WellCare desires to engage Bienestar to provide
wellness and integrative health care services to enrolled members on
the basis, terms, and conditions of this Agreement; and

     WHEREAS, WellCare and Bienestar have duly authorized the
execution and performance of this Agreement, and this Agreement is
a valid and binding agreement subject to the approval of the New
York State Commissioner of Health.

     NOW, THEREFORE, in consideration of the promises and the
mutual representations, covenants and agreements herein contained
and for other good and valuable consideration, the receipt and
sufficiency whereof is hereby acknowledged, and intending to be
legally bound, WellCare and Bienestar do hereby represent, covenant,
promise and agree as follows:

                       ARTICLE I
                COMPENSATION TO WELLCARE

As compensation for services rendered, as set forth in Article 6,
WellCare shall pay to Bienestar the following:

1.1  A monthly fee of $1.25 per member per month (PMPM) for
     commercial and Medicare (Senior Health) Members.  The monthly
     fee shall cover, but not be limited to, the services set forth
     in Article 6 including the services of Bienestar executives,
     Bienestar Wellness Representatives and the supervision of all
     of the services described in Article 6.

1.2  All fees shall be due and payable on the first of each and
     every month of the term of this Agreement.  Any monthly fees
     in arrears fifteen (15) days will begin accruing finance
     charges of one percent (1%) a month.

                       ARTICLE 2
                 TERM AND CANCELLATION

2.1  Term.          This Agreement is effective July 1, 1996, and shall
     continue for a five (5) year term or through June 30, 2001.,
     under the same terms and conditions unless so amended by both
     parties.

2.2  Cancellation.

     (a)   If either party is dissolved or liquidated, or shall
     apply for or consent to the appointment of a receiver, trustee
     or liquidator of it or all or a substantial part of its
     assets, file a voluntary petition in bankruptcy, make a
     general assignment for the benefit of creditors, file a
     petition or answer seeking its reorganization of an
     arrangement with its creditors or to take advantage of an
     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 said party of
     appointing a receiver, trustee or liquidator for said party or
     all of a substantial part of its assets, and such order,
     judgment or decree shall continue in effect for any period of
     ninety (90) consecutive days, then in case of any such event,
     this Agreement shall expire, at the other party-s option, on
     five (5) days written notice, notwithstanding any other
     provision in this Agreement.

     (b)  If WellCare or Bienestar shall fail to keep, observe or
     perform any material covenant, agreement, term or provision of
     this Agreement to be kept, observed, or performed by it, and
     such default shall continue for a period the greater of thirty
     (30) days or in cases where the alleged default is a result of
     governmental action or inaction, such longer period as shall
     be required to exhaust all procedural and substantive rights
     available by law to cure same under applicable governmental or
     third party payor laws or regulations, or, if other defaults
     are curable but not within the thirty (30) day period, such
     longer time as may be required shall be given to cure,
     provided that the defaulting party begins to cure immediately
     and thereafter proceeds diligently and without interruption
     until the cure is completed, as written notice by the non-defaulting party
     to the other specifying the default in question and requesting that the
     default be cured, than in case of any such event and upon the
     expiration of any period of grace applicable thereto the term of this
     Agreement shall expire, at the option of the non-defaulting party, on
     five (5) days written notice to the other party.

     (c)  Either party shall have the right to terminate this
     Agreement at any time if the operating license of WellCare or
     any substantial portion thereof is revoked or suspended for
     more than sixty (60) consecutive days provided all procedural
     and substantive rights available under law to reserve or
     modify same shall have first been exhausted by WellCare if it
     chooses to pursue such rights, in its sole discretion. 
     Notwithstanding foregoing, either party's right to terminate
     hereunder shall be exercised only by delivery of written
     notice to the other party no later than ten (10) days after
     expiration of the aforementioned sixty (60) day period or the
     exhaustion of all such procedural and substantive rights.

     (d)  Either party shall have the right to terminate this
     Agreement at any time without cause upon a six (6) month
     written notice sent by certified mail to the other party.

                       ARTICLE 3
       ALLOCATION OF AUTHORITY AND RESPONSIBILITY

3.1  Medical and Professional Matters.  All medical and
     professional policy matters shall be the responsibility of
     WellCare.  Policy recommendations for the provision of
     integrative health care services shall be formulated by a
     medical advisory committee (MAC) consisting of: WellCare's
     Medical Director, Director of CQI., Clinical Outcomes Programs
     Development Manager, Manager of Program Development and Health
     Promotion, one representative of Bienestar, and the Chief
     Medical Officer as an ex officio.

3.2  Reports.       Bienestar shall present to WellCare and its
     Board of Directors quarterly written reports summarizing
     Bienestar's management actions and results, other reports as
     Bienestar may deem appropriate to keep WellCare informed as to
     the status of the Bienestar program, and such other reports as
     WellCare may reasonable request.  Bienestar shall also provide
     such reports as may be required by any regulatory agency
     having jurisdiction over WellCare.  WellCare shall notify
     Bienestar of any and all correspondence and/or determination
     of any regulatory agency immediately upon receipt thereof by
     WellCare.

3.3  All parties agree to review success of relationship after a
     twelve (12) month period of time to maintain high productivity
     and to establish performance targets which shall provide
     Bienestar a strong incentive to assist WellCare in reducing
     escalating health care costs while improving the quality of
     care to enrolled members.

                       ARTICLE 4
                 GOVERNMENT REGULATIONS

Bienestar shall comply with the requirements of any applicable
statute, ordinance, law, rule, regulation, or order of any
governmental or regulatory body having jurisdiction.  Bienestar
shall notify WellCare of any and all correspondence or communication
from any such regulatory agency, and shall make such presentations
to the WellCare Board with regard to communications from regulatory
agencies as WellCare shall request.

                       ARTICLE 5
        CONFIDENTIALITY AND OWNERSHIP OF RECORDS

Bienestar shall protect the confidentiality of the records of
WellCare and WellCare Members and shall comply with all applicable
federal, state, and local laws and regulations, and medical ethical
standards relating to the records of WellCare and WellCare Members. 
Bienestar hereby acknowledges that any and all records maintained by
or on behalf of WellCare, no matter where such records are housed,
shall be deemed to be in the possession of WellCare and to be the
property of WellCare.  Ownership of all records made by or on behalf
of WellCare shall be in WellCare, and physical custody of all
records shall be transferred immediately to WellCare in the event
this Agreement expires or is terminated for any reason.

                       ARTICLE 6
          SERVICES TO BE PROVIDED BY BIENESTAR

Bienestar will be responsible for:

     (a)  Development of a total wellness program for WellCare to:

          (1)       Educate health care professionals and
          WellCare Members to encourage Members to take an active
          role in their own health care and to better understand
          and effectively manage their health needs;

          (2)       Analyze data to identify Members' health
          needs in order to assist in achieving better outcomes
          and better cost management;

          (3)       Appreciate the cultural nuances of the
          Member and apply this understanding to develop programs
          which will enhance Members' total well-being; and

          (4)       Provide education to providers and Members
          and to advocate on behalf of Members to make optimal use
          of integrative health care benefits.

     (b)  Provision of consultative services to WellCare with
          respect to the management of behavioral health care
          benefits for its Members;

     (c)  Provision of consultative and technical assistance to
          WellCare with respect to educational services for
          Members, employers and providers;

     (d)  Assistant to WellCare in the development of Wellness
          programs for employer groups; and

     (e)  Market research and development of Wellness services.

                       ARTICLE 7
                  LIABILITY INSURANCE

WellCare agrees that basic limits of professional malpractice
liability insurance will be maintained during this Agreement with
coverage in an amount of not less than $1,000,000 per occurrence and
$3,000,000 per annual aggregate, however, the policy shall in the
form and amounts of such coverage be not less than those required by
all applicable regulatory agencies and by other applicable New York
insurance laws and regulations.  WellCare agrees to provide
Bienestar with certificates of insurance as evidence of coverage and
to provide written notice to Bienestar of any proposed
modifications, cancellation or termination of the above-referenced
insurance coverage at least thirty (30) days prior thereof.

                       ARTICLE 8
                      ARBITRATION

In the event that any dispute shall arise with regard to this
Agreement, all 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.  All 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 to the
Agreement shall share the cost of arbitration equally.

     IN WITNESS WHEREOF, the parties have set their signatures
below.

WELLCARE OF NEW YORK, INC.    BIENESTAR, INC.

By:  /s/ Edward A. Ullmann    By:/s/ Gerardo Rodriguez V.
Edward A. Ullmann             Gerardo Rodriguez V.
Title: Chairman               Title: CEO/President
Date:  July 1, 1996           Date:  July 1, 1996


Attachment

<PAGE>
                      AMENDMENT TO
       WELLNESS ADMINISTRATIVE SERVICES AGREEMENT
                        BETWEEN
               WELLCARE OF NEW YORK, INC.
                          AND
                    BIENESTAR, INC.

     THIS AMENDMENT is made and entered into as of this 10th day of
October, 1996 by and between WellCare of New York, Inc., a New York
State for-profit health maintenance organization (hereinafter
referred to as "WellCare") and Bienestar, Inc., a for-profit
corporation organized under the laws of the State of Delaware
(hereinafter referred to as "Bienestar").

     WHEREAS, WellCare and Bienestar entered into a Wellness
Administrative Services Agreement (hereinafter referred to as "The
Agreement") dated as of the 1st day of July, 1996 by the terms of
which Bienestar is to provide wellness and integrative health care
services to enrolled members of WellCare; and

     WHEREAS, WellCare and Bienestar have agreed to amend The
Agreement; and

     WHEREAS, the Board of Directors of WellCare and the Board of
Directors of Bienestar have each duly authorized the execution and
performance of this Amendment and this Amendment is a valid and
binding agreement; and

     WHEREAS, the parties wish to further amend The Agreement as
set forth below.

     NOW, THEREFORE, in consideration of the premises and mutual
covenants and conditions contained herein and other good and
valuable consideration, the parties agree as follows:

I.   Article 1 of The Agreement shall be amended as follows:

     Section 1.1  The fee paid to Bienestar will be $1.30 per
     member per month for those new group members or current
     members covered under group contracts as of October 1, 1996
     who select the benefits offered by WellCare described on
     Exhibit "A," provided that it is understood that the existing
     compensation of $1.25 per member per month set forth in
     Article 1.1 of The Agreement shall remain in effect for the
     terms of all group contracts in effect at the time of this
     Agreement until such time as those contracts are up for
     renewal.  Said compensation shall apply to commercial members
     (group contracts), and Medicare members (Senior Health), and
     is not applicable to other members.

     Section 1.2 The compensation fee shall be paid based upon
     WellCare's most current membership data.  WellCare shall use
     best efforts to reconcile any mistakes in payment or in
     payment information retroactively within one hundred eighty
     (180) days.

II.  Article 2 of The Agreement shall be amended as follows:

     Section 2.1 The term of The Agreement is changed to July 1,
     1996 to November 8, 1997. 

     Section 2.2 In the event that The Agreement is terminated by
     WellCare pursuant to Article 2.2(d) thereof, WellCare shall
     immediately pay to Bienestar the monthly fees that would be
     due to Bienestar for the remainder of the term of The
     Agreement, based on the number of WellCare members then
     receiving the Bienestar Rider or its equivalent or preexisting
     contract, at the time notice of termination is given.

III. Article 3 of The Agreement shall be amended as follows:

     Add to Section 3.2 Within thirty (30) days of the date hereof
     Bienestar and WellCare will use best efforts to develop
     standards by which to monitor Bienestar's peformance under The
     Agreement.  To assist in that task, the parties agree that
     WellCare shall designate an individual to act as a liaison and
     that Bienestar shall meet with such individual at such times
     as necessary in order for a protocol to be developed in said
     time frame.  Development of such protocol is a material
     inducement for WellCare to enter into this Amendment.
     
IV.  Article 6 of The Agreement shall be amended as follows:

     Add (f)  Bienestar agrees not to subcontract with any third
     parties without the express written consent of WellCare, which
     consent may be withheld or denied in WellCare's sole
     discretion.   Bienestar agrees that any and all third parties
     engaged by Bienestar to perform services set forth in The
     Agreement will execute a subcontract with Bienestar which
     shall acknowledge WellCare as a third party to the contract. 
     Bienestar shall require the subcontractors to abide by The
     Agreement and this Amendment and will ensure that the terms of
     The Agreement and Amendment are  incorporated by reference  in
     the subcontract.  Bienestar will make available, on request by
     WellCare, all subcontracts that provide for services to
     WellCare Members.  Copies of subcontracts shall be made
     available to WellCare in the requested time frame which in no
     case shall exceed twenty (20) days after request of such
     subcontracts. 

V.   Article 7 of The Agreement shall be amended as follows:

     Bienestar shall obtain all insurance policies in the form and
     amounts of coverage not less than those required by all
     applicable regulatory agencies and by other applicable New
     York insurance laws and regulations.  Bienestar agrees to
     provide WellCare with certificates of insurance as evidence of
     coverage and to provide written notice to WellCare of any
     proposed modifications, cancellation or termination of the
     above-referenced insurance coverage at lease thirty (30) days
     prior thereof.

VI.  The Agreement shall be further amended to add an Article 9 as
follows:

     OBLIGATIONS OF WELLCARE AND EXCLUSIVITY   

     During the term of The Agreement, WellCare shall be obligated
     to offer to its Commercial members (group)  and Senior Health
     members the option to purchase the benefits which The
     Agreement manages.  During the term of The Agreement,
     Bienestar shall be the exclusive provider of the services
     listed in Article 6 as they relate to WellCare's provision of
     the Bienestar Rider of The Agreement.  Nothing contained
     herein shall prevent WellCare from directly providing said
     services, provided that it is understood that the fee paid to
     Bienestar under Section 1.1 shall not be reduced if WellCare
     chooses to provide any of said services directly during the
     term of this Agreement.

     IN WITNESS THEREOF, the parties have executed this Agreement
as of the date first above written.


WELLCARE OF NEW YORK, INC.    BIENESTAR, INC.

By:/s/ Marystephanie Corsones By:/s/ Edward A. Ullmann
Marystephanie Corsones                  Edward A. Ullmann
Treasurer                     President

Signed: December 17, 1996     Signed: December 11, 1996