[DESCRIPTION]       MATERIAL CONTRACT

EX-10.53            Copy of Registrant's 1996 Non-Incentive
                    Executive Stock Option Plan*

          THE WELLCARE MANAGEMENT GROUP, INC.

     1996 NON-INCENTIVE EXECUTIVE STOCK OPTION PLAN

1.   Purpose of Plan.

     The purpose of this 1996 Non-Incentive Executive Stock
Option Plan ("Plan") of The WellCare Management Group, Inc.
("Company") is to acknowledge exceptional services to the Company
by senior executives and to provide an added incentive for such
senior executives to continue to provide such services and to
promote the best interests of the Company.

2.   Stock Subject to the Plan.

     An aggregate of 650,000 shares of the Company's Common
Stock, par value $0.01 per share ("Common Stock"), subject,
however, to adjustment or change pursuant to Section 8 hereof,
shall be reserved for issuance upon the exercise of non-incentive
stock options which may be granted from time to time in accordance
with the Plan ("Options").  Such shares may be, in whole or in
part, as the Compensation Committee of the Board of Directors
("Committee") shall from time to time determine, authorized but
unissued shares or issued shares which have been reacquired by the
Company.  If, for any reason, an Option shall lapse, expire or
terminate without having been exercised in full, the unpurchased
shares covered thereby shall again be available for purposes of
the Plan.  Options to purchase in excess of 600,000 shares of
Common Stock may not be granted to any one senior executive.

3.   Administration.

     (a)  The Board of Directors has appointed the Committee
          from among its members to administer and help set
          policy for the Plan.  The Committee shall at all times
          be comprised only of three or more Non-Employee
          Directors (as defined in Rule 16b-3 under the
          Securities Exchange Act of 1934, as amended ("Exchange
          Act")), and shall have and may exercise any and all of
          the powers relating to the administration of the Plan
          and the grant of Options thereunder as are set forth
          herein.  The Board of Directors shall have the power
          at any time to fill vacancies in, to change the
          membership of, or to discharge such Committee.  The
          Committee shall select one of its members as its
          chairman and shall hold its meetings at such time and
          at such places as it shall deem advisable.  At such
          meetings, a majority of the Committee shall constitute
          a quorum and such majority shall determine its action;
          provided, however, any action may be taken without a
          meeting by written consent of all the members of the
          Committee.  The Committee shall keep minutes of its
          proceedings and shall report the same to the Board of
          Directors at the meeting next succeeding.

     (b)  The Committee shall administer the Plan and, subject
          to the provisions of the Plan, shall have sole
          authority in its discretion to determine the persons
          to whom, and the time or times at which, Options shall
          be granted and the number of shares to be subject to
          each such Option; provided, however, that options to
          purchase in excess of 600,000 shares may not be
          granted to any one senior executive.  In making such
          determinations, the Committee may take into account
          the nature of the services rendered by such persons,
          their contributions and potential contributions to the
          Company's success and such other factors as the
          Committee in its sole discretion may deem relevant. 
          Subject to the express provisions of the Plan, the
          Committee shall also have the authority to interpret
          the Plan, to prescribe, amend and rescind rules and
          regulations relating thereto, to determine the terms
          and provisions of the respective Option Agreements,
          and to make all other determinations necessary or
          advisable for the administration of the Plan, all of
          which determinations shall be conclusive and not
          subject to review.

4.   Eligibility for Receipt of Options.

     Options may be granted only to senior executives of the
Company.

5.   Option Price.

     The purchase price of the shares of Common Stock under each
Option shall be determined by the Committee, which determination
shall be conclusive and not subject to review, but in no event
shall such purchase price be less than the Fair Market Value (as
defined below) of the Common Stock on the date of grant.

     In determining the fair market value of the Common Stock as
of a specified date ("Fair Market Value"), the Committee shall
consider, if the Common Stock is:  (a) publicly traded and listed
on the New York Stock Exchange or another national securities
exchange or The Nasdaq National Market, the closing sale price of
the Common Stock on the business day immediately preceding the
date as of which the Fair Market Value is being determined, or on
the next preceding date on which such Common Stock is traded if no
Common Stock was traded on such immediately preceding business
day, or, if the Common Stock is not so listed on a national
securities exchange or The Nasdaq National Market, but publicly
traded, the representative closing sale price in the over-the-counter market as
quoted by the National Quotation Bureau or a
recognized dealer in the Common Stock, on the date immediately
preceding the date as of which the Fair Market Value is being
determined, or on the next preceding date on which such Common
Stock is traded if no Common Stock was traded on such immediately
preceding business day; or (b) not publicly traded, the fair
market value as determined by the Committee in good faith based on
such factors as it shall deem appropriate.  

6.   Term and Termination of Options.

     The term of each Option shall be five years from the date of
grant but shall terminate, lapse and expire at such earlier time
or times as the Committee provides in the Option Agreement
governing such Option.  No Option may be exercised following its
termination, lapse or expiration.

7.   Exercise of Options.

     (a)  Options shall be exercisable within the times or upon
          the events determined by the Committee as set forth in
          the Option Agreements.

     (b)  An Option may not be exercised for fractional shares
          of the Company's Common Stock.

     (c)  The exercise of an Option shall be contingent upon
          receipt by the Company from the holder of such Option
          of a written representation that at the time of such
          exercise it is the Optionholder's then present
          intention to acquire the Option shares for investment
          and not with a view to the distribution or resale
          thereof (unless a Registration Statement covering the
          shares purchasable upon exercise of the Options shall
          have been declared effective by the Securities and
          Exchange Commission) and upon receipt by the Company
          of payment for the full purchase price of such shares.

     (d)  Payment for the shares of Common Stock may be made (i)
          in cash or by check to the order of the Company, (ii)
          by surrender of shares of Common Stock having a Fair
          Market Value equal to the exercise price of the Option
          or (iii) by any combination of the foregoing where
          approved by the Committee in its sole discretion;
          provided, however, in the event of payment for the
          shares of Common Stock by method (ii) above, the
          shares of Common Stock so surrendered, if originally
          issued to the Optionholder upon exercise of an
          Option(s) granted by the Company, must have been held
          by the Optionholder for more than six months.

     (e)  The holder of an Option shall have none of the rights
          of a shareholder with respect to the shares
          purchasable upon exercise of the Option until a
          certificate for such shares shall have been issued to
          the holder upon due exercise of the Option.

     (f)  The proceeds received by the Company upon exercise of
          an Option shall be added to the Company's working
          capital and be available for general corporate
          purposes.

8.   Adjustments Upon Changes in Capitalization.

     If at any time after the date of grant of an Option, the
Company shall by stock dividend, split-up, combination,
reclassification or exchange, or through merger or consolidation
or otherwise, change its shares of Common Stock into a different
number or kind or class of shares or other securities or property,
then the number of shares covered by such Option and the price per
share thereof shall be proportionately adjusted for any such
change by the Committee, whose determination thereon shall be
conclusive.  In the event that a fraction of a share results from
the foregoing adjustment, said fraction shall be eliminated and
the price per share of the remaining shares subject to the Option
adjusted accordingly.

9.   Vesting of Rights Under Options.

     Nothing contained in the Plan or in any resolution adopted
or to be adopted by the Committee or the shareholders of the
Company shall constitute the vesting of any rights under any
Option.  The vesting of such rights shall take place only when a
written Option Agreement shall be duly executed and delivered by
and on behalf of the Company and the person to whom the Option
shall be granted.

10.  Withholding Taxes.

     Whenever under the Plan shares are to be issued in
satisfaction of the exercise of Options granted thereunder, the
Company shall have the right to require the recipient to remit to
the Company an amount sufficient to satisfy federal, state and
local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares.

11.  Termination and Amendment.

     The Committee may at any time terminate, amend or modify
this Plan in any respect (including, but not limited to, any form
of grant, agreement or instrument to be executed pursuant to this
Plan); provided, however, that shareholder approval shall be
required to be obtained by the Company if required to comply with
the listed company requirements of The Nasdaq National Market or
of a national securities exchange on which the shares of Common
Stock are traded, or other applicable provisions of state or
federal law or self-regulatory agencies; provided, further, that
no termination, amendment or modification of this Plan may,
without the written consent of such Optionholder, materially
adversely affect the rights of a holder of an Option previously
granted under this Plan.

12.  Applicable Law.

     The validity, interpretation and enforcement of this Plan
shall be governed in all respects by the laws of the State of New
York and the United States of America.

13.  Issuance of Shares.

     The shares of Common Stock, when issued and paid for
pursuant to the Options granted hereunder, shall be fully paid and
non-assessable shares.

14.  Term of Plan.

     No Option shall be granted pursuant to this Plan on or after
December 22, 2006, but Options theretofore granted may extend
beyond that date and the terms of this Plan shall continue to
apply to such Options and to any shares of Common Stock acquired
upon exercise thereof.