[LETTERHEAD OF THE WELLCARE MANAGEMENT GROUP, INC.]

                              CONSULTING AGREEMENT


     CONSULTING  AGREEMENT  made as of this 15th day of  January,  1999,  by and
between THE  WELLCARE  MANAGEMENT  GROUP,  INC.,  a New York  corporation,  with
offices at Park  West/Hurley  Avenue  Extension,  Kingston,  New York 12401 (the
"Company") and J. PAPA & ASSOCIATES,  a sole proprietorship doing business at 40
Patten Lane, Long Branch, New Jersey 07740 (the "Consultant").


                              W I T N E S S E T H:

     WHEREAS,  the Company is desirous of retaining  Consultant  as a consultant
and Consultant is desirous of being so retained;

     NOW, THEREFORE, the Company and Consultant hereby agree as follows:

     1.   Engagement.

          (a) The Company hereby retains Consultant as an independent consultant
to perform such  consulting  duties as the Board of  Directors  may from time to
direct,  provided  such  duties  relate to (i) the  initiation,  negotiation  or
consummation  of one or more  Transactions  (as  defined  below);  or  (ii)  the
transition  of  responsibilities  from  Joseph  R. Papa  ("Papa"),  as the Chief
Executive  Officer  of the  Company  and  its  subsidiaries,  to the  new  Chief
Executive  Officer and other members of the senior management of the Company and
its subsidiaries.  A "Transaction"  shall mean any agreement that the Company or
any  subsidiary  enters  into with any third  party  that  results in any of the
following:  (i)  management  of  administrative  services  of the Company or any
subsidiary, (ii) sale or option to sell the Company or any subsidiary, (iii) the
acquisition  of any  capital  for the  Company  or any  subsidiary,  or (iv) any
transactions relating to the sale of Primergy,  but only to the extent that they
relate to the Company or any subsidiary.

          (b)  Consultant  hereby  accepts  said  retention.  In  rendering  the
services  contemplated by this Agreement,  Consultant shall provide the personal
services  of Papa,  provided  Papa shall be  required to devote no more than ten
business  days per  month  to  Consultant's  duties  hereunder.  Subject  to the
foregoing  limitation on Papa's time commitment,  Consultant shall cause Papa to
devote  such  energy and skill as shall be  necessary  and  required  to fulfill
Consultant's  duties and  responsibilities,  and to perform and  discharge  such
duties and  responsibilities  faithfully,  diligently  and to the best of Papa's
ability.

          (c) The Company  acknowledges  and agrees that (i) Consultant is being
retained solely to perform the consulting  services described in this consulting
agreement  and  Consultant  is not being  retained  to advise the Company on, or
express any opinion as to, the wisdom,  desirability or prudence of consummating
a  Transaction,  and (ii)  Consultant  is not and  shall not be  construed  as a
fiduciary of the Company and shall have no duties or  liabilities  to the equity
holders  or  creditors  of the  Company  or any  other  person by virtue of this
consulting agreement and the retention of Consultant hereunder, all of which are
hereby expressly waived.  The Company also agrees that Consultant shall not have
any liability  (including  without  limitation,  liability  for losses,  claims,
damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
or   disbursements   resulting   from  any   negligent   act  or   omission   of
Consultant)(including  without  limitation  equity  holders and creditors of the
Company)  claiming  through the Company for or in connection with the engagement
of Consultant hereunder or any Transaction.

     2.   Compensation.

          As  compensation  for  all  services  to  be  rendered  by  Consultant
hereunder,  the Company  shall pay to  Consultant  a monthly  consulting  fee of
$24,000 payable in advance on the 15th day of the month,  commencing on the date
hereof.

     3.   Term.

          This consulting agreement and the fees and services hereunder shall be
for a term of six months  commencing  on January 15, 1999 and  continuing  until
July 15,  1999,  subject to the  Company's  right to terminate  this  consulting
agreement sooner on not less than 90 days notice.

     4.   Non-Compete; Non-Disclosure and Non-Enticement of Employees.

          (a)  Consultant  hereby  agrees  that  during the  performance  of its
consulting  duties  hereunder,  Consultant  will not,  without the express prior
written consent of the Company,  directly or indirectly,  (i) own, alone or as a
member of a partnership,  greater than a 1% equity or ownership  interest in, or
(ii) operate,  manage, join or control, be employed by, engage in the ownership,
management,  operation or control of, or (iii) be involved  with,  whether as an
officer,   director,  agent,  employee  or  otherwise,  any  health  maintenance
organization  within  the  service  areas in which the  Company's  subsidiaries,
WellCare of New York, Inc. and WellCare of  Connecticut,  Inc. are authorized at
any  time  during  the  term of this  consulting  agreement  to act as a  health
maintenance organization.

          (b) Consultant hereby covenants and agrees that he will not (i) at any
time during,  or following  termination of its consulting  arrangement  with the
Company,  reveal, divulge, or make known to any person, firm or corporation,  or
use for his or another's  benefit,  any confidential  information  whatsoever in
connection  with the Company or its  business or anything  connected  therewith,
unless such information has become public knowledge, or (ii) for a period of one
year following  termination of his consulting  arrangement with the Company, (x)
solicit any employee from the Company's  employment or otherwise  interfere with
the Company's  relationship with any employee of the Company, or (y) solicit any
"member"  of the  Company's  subsidiaries  for  any  health  insurance  coverage
provided by the Company's  subsidiaries.  For purposes hereof, the term "member"
shall  mean any  person or  entity  for whom any of the  Company's  subsidiaries
provided health  insurance  coverage during the six-month  period  preceding the
termination of this consulting arrangement.

     5.   Indemnification.

          The Company  agrees to indemnify  Consultant  in  accordance  with the
indemnification  provisions  attached to this agreement,  which  indemnification
provisions  are  incorporated  herein  and made a part  hereof  and which  shall
survive the termination or expiration of this agreement.

     6.   Termination of Employment Agreement.

          By executing this agreement, Papa and the Company hereby terminate the
Employment  Agreement dated September 1, 1996,  between the Company and Papa and
neither party shall have any further  obligations  thereunder with the following
exceptions: Sections 7, 8, 11 and 13.9 of the Employment Agreement shall survive
its  termination.  All other  sections of the  Employment  Agreement  (including
without  limitation  Sections 5 and 6 thereof) shall not survive  termination of
the Employment Agreement.

     7.   Entire Agreement.

          This Agreement contains the entire  understanding  between the parties
and may not be  modified,  altered  or  terminated  except by an  instrument  in
writing signed by the parties.

     8.   Binding Agreement.

          This  Agreement  shall be binding  upon the  parties  hereto and their
successors.

     9.   Enforceability.

          In the event any  provision  in this  Agreement  is  determined  to be
invalid  or  unenforceable  by a  court  of  competent  jurisdiction  due to its
geographic  scope,  period of duration or any other  provision,  such  provision
shall be deemed deleted,  amended or modified, as necessary,  in order to render
same valid and  enforceable to the fullest extent  permissible.  The invalidity,
unenforceability,  deletion,  amendment or  modification  of any such  provision
shall not impair the enforceability of the remainder of this Agreement.

     10.  Construction.

          This Agreement  shall be construed in accordance  with the laws of the
State of New York.


<PAGE>


     11.  Headings.

          The paragraph headings contained in this Agreement are for convenience
of reference only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement.


     IN WITNESS  WHEREOF,  the parties  hereto have duly executed this Agreement
this _____ of January 1999.



                                        THE WELLCARE MANAGEMENT GROUP, INC.


                                        By: /s/ Robert W. Morey
                                           --------------------------------
                                                Robert W. Morey, Chairman


                                        J. PAPA & ASSOCIATES


                                        By: /s/ Joseph R. Papa
                                           --------------------------------
                                                Joseph R. Papa, President

     The undersigned  agrees to bound personally by the provisions of Sections 4
and 6 of the foregoing consulting agreement to the same extent as the Consultant
named therein.


AGREED AND ACCEPTED as To Sections 4 and 6 above:

/s/ Joseph R. Papa
------------------------
    Joseph R. Papa


<PAGE>


                           INDEMNIFICATION PROVISIONS


     The Company (as such term is defined in the  Agreement,  as defined  below)
agrees  to  indemnify  and  hold  harmless  Consultant,  to the  fullest  extent
permitted  by  law,  from  and  against  any and all  losses,  claims,  damages,
liabilities,  obligations,  penalties,  judgments,  awards,  costs, expenses and
disbursements (and any and all actions, suits, proceedings and investigations in
respect   thereof  and  any  and  all  legal  and  other  costs,   expenses  and
disbursements  in giving  testimony  or  furnishing  documents  in response to a
subpoena or otherwise),  including,  without limitation, the costs, expenses and
disbursements,  as and when incurred,  of investigating,  preparing or defending
any such action, suit, proceeding or investigation (whether or not in connection
with litigation in which Consultant is a party), directly or indirectly,  caused
by,  relating  to,  based  upon,  arising  out  of or  in  connection  with  (a)
Consultant's  acting  for the  Company  or any  subsidiary  thereof,  including,
without  limitation,  any act or omission by Consultant  in connection  with its
acceptance of or the performance or non-performance of its obligations under the
consulting  agreement  dated January 15, 1999,  between The WellCare  Management
Group,  Inc.  and J. Papa &  Associates,  as it may be amended from time to time
(the  "Agreement"),  or (b) any  Transaction  (as such  term is  defined  in the
Agreement) or (b) any Transaction;  provided,  however, such indemnity agreement
shall not apply to any  portion of any such  loss,  claim,  damage,  obligation,
penalty, judgment, award, liability, cost, expense or disbursement to the extent
it is  found  in a final  judgment  by a court of  competent  jurisdiction  (not
subject to final appeal) to have resulted  primarily and directly from the gross
negligence or willful misconduct of Consultant.

     These  Indemnification  Provisions  shall be in addition  to any  liability
which the Company may otherwise  have to  Consultant or the persons  indemnified
below in this  sentence  and  shall  extend to the  following:  Joseph R. Papa &
Associates and its affiliated entities,  directors,  officers,  employees, legal
counsel,  agents and  controlling  persons  (within  the  meaning of the federal
securities  laws).  All  references  to  the  Consultant  in  these  Indemnified
Provisions  and in Section 1(c) of the Agreement  shall be understood to include
any and all of the foregoing.