Exhibit 10.79b


                                IRREVOCABLE PROXY

     PROXY effective as of June 9, 1999 by and between KIRAN C. PATEL ("Patel"),
an individual having an address at 6800 N. Dale Mabry, Suite 268, Tampa, Florida
33614, and ROBERT W. MOREY ("Morey"), an individual having an address at c/o RWM
Management Company, Box I, Tiburon, California 94920.

                              W I T N E S S E T H:

     WHEREAS,  Patel and Morey have entered into a Voting  Agreement dated as of
June 9, 1999 (the "Voting Agreement"),  pursuant to which, inter alia, Morey has
agreed to give Patel,  subject to the terms and conditions  contained therein, a
proxy,  which shall be irrevocable for two (2) years, to vote his 281,956 shares
of Class A Common Stock, $.01 par value ("Class A Common Stock") of The WellCare
Management  Group,  Inc. (the "Company").  Capitalized terms used herein and not
otherwise  defined  herein shall have the  meanings  given to them in the Voting
Agreement; and

     WHEREAS,  Sections 609 and 620(a) of the New York Business  Corporation Law
permit the  granting of a voting  proxy by a  shareholder  entitled to vote at a
meeting of shareholders  or express  consent or dissent  without a meeting,  and
that such voting proxy may be irrevocable  if held by a person  designated by or
under an agreement between two or more shareholders in writing and signed by the
parties thereto providing that in exercising any such voting rights,  the shares
held by them shall be voted as  therein  provided,  or as they may agree,  or as
determined in accordance with a procedure agreed upon by them.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,  and intending to be legally bound
hereby, Morey hereby agrees as follows:

     1. Morey hereby  appoints  Patel as his proxy to represent  and vote all of
the 281,956  shares of Class A Common  Stock (the  "Shares"),  held of record by
Morey on the  record  date  for  determining  the  stockholders  of the  Company
eligible to vote on the matter at issue (the "Record Date") for and in the name,
place  and  stead of Morey at all  regular,  special  or other  meetings  of the
holders of the  Company's  Common  Stock,  Class A Common  Stock,  and Preferred
Stock,  par value  $.01,  of the  Company of  whatever  designation,  and at any
adjournment  of such  meetings,  held  during  the time this  proxy is in effect
pursuant  to Section 2 hereof,  and to act by  consent in lieu of a meeting,  or
otherwise,  with  respect  to the  Shares at all times  this  Proxy is in effect
pursuant  to Section 2 hereof,  in order  that such  Shares be voted the same as
those shares of the Company's Senior Convertible  Preferred Stock,  Series A and
any shares of Common Stock held of record by Patel.

     2. Morey hereby  acknowledges and agrees that this Proxy is irrevocable and
is coupled with an interest pursuant to the terms of the Voting Agreement and in
accordance  with Section 609(f) of the New York Business  Corporation  Law. This
Proxy shall be  effective  as of June 9, 1999 and,  as between  Morey and Patel,
shall  remain in effect  for two (2) years or until the  earlier  expiration  or
termination of the Voting Agreement.

     3. This Proxy may not be sold,  assigned or otherwise  transferred by Patel
including as a result of the  dissolution of the Company.  If all or any portion
of the Shares held by Morey are sold,  assigned or  otherwise  transferred,  the
transferee  of such Shares shall be bound by this Proxy and shall  execute a new
proxy in substantially the same form.

     4.  Morey  shall  utilize  his best  efforts to cause the  Company  and its
transfer agent to affix to each certificate representing the Shares, for as long
as this Proxy is effective, the following legend:

                      NOTICE: THE POWER TO VOTE THE SHARES
                      REPRESENTED BY THIS SHARE CERTIFICATE
                   IS SUBJECT TO A PROXY WHICH IS IRREVOCABLE
                        UNDER SECTION 609 OF THE NEW YORK
                            BUSINESS CORPORATION LAW.

     5. THIS PROXY SHALL BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


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     IN WITNESS  WHEREOF,  the undersigned has executed this Proxy as of the 9th
day of June 1999.


                                        /s/ Robert W. Morey
                                        ----------------------------------
                                        ROBERT W. MOREY



Acknowledged and agreed:

/s/ Kiran C. Patel
------------------------------
KIRAN C. PATEL