Exhibit 10.41a


                                                                  EXECUTION COPY


                               EXCHANGE AGREEMENT


          EXCHANGE AGREEMENT (this  "Agreement"),  dated as of June 11, 1999, by
and between The Wellcare  Management  Group,  Inc., a New York  corporation (the
"Company"),  and The 1818 Fund II, L.P.,  a Delaware  limited  partnership  (the
"Fund").

                              W I T N E S S E T H:

          WHEREAS,  pursuant to the Note Purchase  Agreement (the "Note Purchase
Agreement"), dated January 19, 1996, by and between the Company and the Fund, as
amended,  the Company  issued and delivered to the Fund,  and the Fund purchased
from the  Company,  8.0%  Subordinated  Convertible  Notes (the  "Notes") in the
aggregate principal amount of $15,000,000 (the "Principal Amount"), due December
31, 2002;

          WHEREAS,  the Company and the Fund have  determined that it is in each
of their best interest to convert the Principal  Amount and all interest accrued
and unpaid thereon (together,  the "Note  Indebtedness")  into 100,000 shares of
Series B Preferred Stock, par value $0.01, of the Company.

          NOW,   THEREFORE,   in   consideration   of  the   mutual   covenants,
representations, warranties and promises herein, and for other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

          1. Exchange of Notes for Series B Preferred Stock.

               1.1 Exchange.  The Fund shall  acquire from the Company,  and the
Company  shall  issue to the Fund,  at the  Closing  100,000  shares of Series B
Preferred  Stock,  par value  $0.01 per share,  of the  Company  (the  "Series B
Preferred  Stock"),  and in exchange therefor the Company shall acquire from the
Fund the Notes and all Note Indebtedness shall be canceled.

               1.2  Powers,  Preferences  and Rights of the  Series A  Preferred
Stock and Series B Preferred Stock.  Shares of Series B Preferred Stock shall be
pari passu,  except as set forth in the  Certificate  of  Designations  attached
hereto as Exhibits A and B, with shares of Series A Preferred  Stock,  par value
$0.01 per share, of the Company (the "Series A Preferred  Stock") to be received
by Dr. Kiran C. Patel on the date hereof. The shares of Series A Preferred Stock
and  Series B  Preferred  Stock  shall  have the  powers,  preferences,  rights,
qualifications  and  limitations  set forth in the  Certificate of  Designations
attached hereto as Exhibits A and B, respectively.

          2. The  Closing.  The closing of the sale and purchase of the Series B
Preferred  Stock  contemplated  hereby (the  "Closing")  shall take place at the
offices of Epstein,  Becker & Green,  P.C., 250 Park Avenue, New York, New York,
at 10:00 a.m. local time on June 11, 1999 (the "Closing Date").  At the Closing,
the Fund shall  deliver to the Company the Notes with the  appropriate  notation
that such Notes have been  canceled,  and  simultaneously  at the  Closing,  the
Company shall deliver to the Fund  certificates,  in the name of the Fund or its
successors, assigns or designees,  evidencing the acquisition by the Fund of the
Series B Preferred Stock.  Upon the exchange of the Series B Preferred Stock for
the Notes,  the Fund shall  release,  fully  acquit and  forever  discharge  the
Company, its subsidiaries,  stockholders,  officers,  directors,  successors and
assigns  from any and all debt,  late fees,  penalties,  interest  and causes of
action with respect to the Notes.

          3.   Representations  and  Warranties  of  the  Company.  The  Company
represents and warrants to the Fund as follows:

               3.1 Due Incorporation and Qualification.  Each of the Company and
each of its subsidiaries is a corporation  duly organized,  validly existing and
in good standing under the laws of the  jurisdiction of its organization and has
the corporate  power and lawful  authority to own, lease and operate its assets,
properties and business and to carry on its business as now  conducted.  Each of
the Company and each of its  subsidiaries is qualified to transact  business and
is in good standing as a foreign  corporation  in each of the  jurisdictions  in
which it is required to be so qualified,  except for such jurisdictions in which
the failure to be so qualified is not reasonably likely to have, individually or
in the aggregate,  a material  adverse effect on the financial  condition of the
Company or such subsidiary.

               3.2  Corporate  Authorization;  No  Contravention.  Except as set
forth on Schedule 3.2, the execution, delivery and performance by the Company of
this  Agreement and the  transactions  contemplated  hereby,  including  without
limitation the issuance of the shares of Series B Preferred Stock and the Common
Stock issuable upon the conversion of the shares of Series B Preferred Stock:

               (a) is within the Company's corporate power and authority and has
been duly authorized by all necessary corporate action;

               (b) will not  violate,  conflict  with or result in any breach or
contravention of or the creation of any lien under,  any contractual  obligation
of the  Company  or any of its  subsidiaries,  or any order or  decree  directly
relating to the Company or any of its subsidiaries; and

               (c) has been duly  authorized  by the Board of  Directors  of the
Company  and no other  corporate  proceedings  on the part of the Company or its
stockholders  are  necessary  to  authorize  or  approve  the  Agreement  or the
transactions contemplated hereby.

               3.3 Governmental  Authorization;  Third Party Consents. Except as
set forth on Schedule 3.3, no approval,  consent, exemption,  authorization,  or
other action by, or notice to, or filing with, any governmental authority or any
other  person,  is  necessary  or required  in  connection  with the  execution,
delivery or  performance  by the Company or  enforcement  against the Company of
this Agreement,  the Series B Preferred Stock or the  transactions  contemplated
hereby or thereby.

               3.4 Binding Effect.  This Agreement,  upon execution and delivery
by the Company, will be duly executed and delivered by the Company and (assuming
due execution  and delivery  hereof by the other party hereto) will be valid and
binding obligations of the Company enforceable against the Company in accordance
with its respective terms.

               3.5 Capitalization.

                    (a)  Schedule  3.5 sets  forth the  authorized,  issued  and
outstanding  capital  stock of the Company as of the date hereof.  Except as set
forth on  Schedule  3.5,  as of the date  hereof,  there are no shares of common
stock or other equity securities of the Company issued, reserved for issuance or
outstanding   and  no  warrants,   convertible   or   exchangeable   securities,
subscriptions,  rights  (including any preemptive  rights),  stock  appreciation
rights, calls or commitments of any character whatsoever to which the Company is
a party or may be bound  requiring the issuance or sale of shares of any capital
stock of the Company.

                    (b) All of the  issued  and  outstanding  shares of  capital
stock of the Company have been duly  authorized  and are validly  issued,  fully
paid and  non-assessable,  and free of any preemptive rights in respect thereto.
The shares of Series B Preferred Stock,  when issued to the Fund, and the shares
of Common Stock,  par value $0.01 of the Company ("Common  Stock"),  when issued
upon conversion of the Series B Preferred Stock (assuming  conversion  after the
amendment to the Company's  certificate of incorporation  referred to in Section
4.1), will be duly authorized and, in each case, validly issued,  fully paid and
non-assessable, and free of any preemptive rights in respect thereto.

               3.6  Financial  Condition.  The Company has delivered to the Fund
true and correct copies of the unaudited financial statements of the Company and
its  subsidiaries  dated as of April 30,  1999 (the  "Financials"),  showing the
financial  position  at April  30,  1999 and the pro  forma  financial  position
adjusted  for  the  transactions   contemplated  hereby,  for  the  transactions
contemplated by the Stock Purchase  Agreement,  dated May 19, 1999,  between Dr.
Kiran C. Patel and the  Company  and for the sale by the  Company's  subsidiary,
Wellcare  of New  York,  Inc.,  of  its  commercial  business  to  Group  Health
Incorporated.  The  Financials  have been prepared in accordance  with generally
accepted   accounting   principles  in  the  United  States   ("GAAP")   applied
consistently  throughout the periods covered thereby,  with only such deviations
from GAAP as are identified in the footnotes of the Financials,

and present fairly the consolidated financial condition of the Company as of the
date thereof,  and the consolidated results of operations of the Company for the
period, or portion thereof, then ended.

          4. Post-Closing Covenants of the Company.

               4.1 Increase in Number of Authorized Shares. The Company shall as
soon as possible, but in no event later than 150 days of the Closing Date, amend
the  Company's  certificate  of  incorporation  to increase  the total number of
authorized shares of Common Stock by 55,000,000 shares.

               4.2 Issue Taxes.  The Company shall pay, or cause to be paid, all
documentary   and  similar  taxes  levied  under  the  laws  of  any  applicable
jurisdiction in connection with the issuance of the shares of Series B Preferred
Stock,  the issuance of the Common Stock upon conversion of the shares of Series
B Preferred Stock and the cancellation of the Notes.

               4.3  Registration  and  Listing.  If any  shares of Common  Stock
required to be reserved  for  purposes of  conversion  of the shares of Series B
Preferred  Stock as provided in the  Certificate  of Designation of the Series B
Preferred  Stock  require  registration  with or  approval  of any  governmental
authority under any Federal or state or other  applicable law before such Common
Stock may be issued or delivered upon conversion, the Company will in good faith
and as expeditiously as possible  endeavor to cause such Common Stock to be duly
registered  or  approved,  as the case may be.  So long as the  Common  Stock is
quoted or listed on any  national  securities  exchange,  the Company  will,  if
permitted by the rules of such system or exchange, quote or list and keep quoted
or listed on such  exchange,  upon  official  notice of issuance,  all shares of
Common Stock issuable or deliverable  upon  conversion of the Series B Preferred
Stock.

               4.4 Balance Sheet. The Company shall as soon as possible,  but in
any event not later than 15 days of the Closing Date, deliver to the Fund a true
and  correct  copy  of the  unaudited  balance  sheet  of the  Company  and  its
subsidiaries  dated  as of April  30,  1999,  showing  the pro  forma  financial
position  (i)  adjusted  for  the  transactions  contemplated  hereby,  for  the
transactions  contemplated by the Stock Purchase Agreement,  dated May 19, 1999,
between Dr.  Kiran C. Patel and the  Company  and for the sale by the  Company's
subsidiary,  Wellcare of New York,  Inc.,  of its  commercial  business to Group
Health Incorporated, (ii) adjusted for the three adjustments (the "Adjustments")
noted on Schedule 3.6 (the "Adjusted Balance Sheet"), and (iii) fully reflecting
actual claim reductions to date. The Adjusted Balance Sheet shall be prepared in
accordance  with  GAAP  applied  consistently  throughout  the  periods  covered
thereby,  with only such deviations from GAAP as are identified in the footnotes
of the  Adjusted  Balance  Sheet,  and shall  present  fairly  the  consolidated
financial condition of the Company as of the date thereof.

               4.5 Income Statement.  The Company shall as soon as possible, but
in any event not later than 15 days of the Closing  Date,  deliver to the Fund a
true and correct  copy of the  unaudited  statement of income of the Company and
its  subsidiaries  for the period  ended April 30, 1999,  showing the  financial
position at April 30, 1999 and the pro forma financial position adjusted for the
transactions contemplated hereby, for the transactions contemplated by the Stock
Purchase  Agreement,  dated May 19,  1999,  between  Dr.  Kiran C. Patel and the
Company  and for the sale by the  Company's  subsidiary,  Wellcare  of New York,
Inc., of its commercial business to Group Health Incorporated, assuming that all
transactions reflected by the adjustments occurred prior to January 1, 1999 (the
"Income  Statement").  The Income Statement shall be prepared in accordance with
GAAP applied consistently throughout the periods covered thereby, with only such
deviations from GAAP as are identified in the footnotes of the Income Statement,
and shall present fairly the  consolidated  results of operations of the Company
for the period, or portion thereof, then ended.

               4.6 Financial Statements.  The Company shall deliver to the Fund,
in form and substance satisfactory to the Fund:

                    (a) as soon as available,  but not later than 100 days after
the end of each fiscal year of the Company,  a copy of the audited  consolidated
balance sheet of the Company and its subsidiaries as of the end of such year and
the  related  consolidated  statements  of income and cash flows for such fiscal
year,  setting  forth  in each  case in  comparative  form the  figures  for the
previous year, all in reasonable detail and accompanied by a management  summary
and  analysis of the  operations  of the Company and its  subsidiaries  for such
fiscal  year and by the  opinion  of  Deloitte  & Touche  LLP (or any  successor
thereto) or another  nationally  recognized  independent public accounting firm,
which report shall state that such  consolidated  financial  statements  present
fairly the financial  position for the periods indicated in conformity with GAAP
applied on a basis  consistent  with prior years;  provided,  however,  that the
delivery of a copy of the Company's Annual Report on Form 10-K shall satisfy the
requirements of this Section 4.6(a);

                    (b) as soon as available, but in any event not later than 50
days after the end of each of the first three fiscal  quarters of each year, the
unaudited  consolidated  balance sheet of the Company and its subsidiaries,  and
the related consolidated statements of income and cash flow for such quarter and
for the period  commencing on the first day of the fiscal year and ending on the
last  day of such  quarter,  all  certified  by the  Company's  Chief  Financial
Officer;  provided,  however,  that  the  delivery  of a copy  of the  Company's
Quarterly  Report on Form 10-Q shall  satisfy the  requirements  of this Section
4.6(b);

                    (c)  budgets  and   projections   of  the  Company  and  its
subsidiaries commencing within 60 days of the Closing Date, and then thereafter,
annually according to the Company's planning cycle; and

                    (d) at any time  when it is not  subject  to  Section  13 or
15(d) of the Securities  Exchange Act of 1934, as amended,  upon request, to the
Fund and prospective purchasers of the Series B Preferred Stock,  information of
the type that would satisfy the requirement of subsection (d)(4)(i) of Rule 144A
of the Securities Act of 1933, as amended (the "Securities Act").

               4.7  Additional  Information.  The Company  shall  deliver to the
Fund,  as soon as  available  but no later  than the 15th day of each  month,  a
notice specifying or attaching the following  information as to the Company, all
certified by the Company's Chief Financial Officer:

                    (a)  statement of cash  receipts and  disbursements  for the
preceding month;

                    (b)  statement of cash  balances at preceding  month end for
the Company and each of its subsidiaries; and

                    (c)  enrollment  changes  by  category  and  region  for the
preceding month.

          5. Other Provisions.

               5.1  Notices.  Any  notice  or other  communication  required  or
permitted hereunder shall be in writing and shall be delivered personally,  sent
by facsimile  transmission  or sent by  certified,  registered  or express mail,
postage  prepaid or by  overnight  delivery  service.  Any such notice  shall be
deemed given when so delivered personally, or sent by facsimile transmission or,
if mailed, five days after the date of deposit in the United States mail, or, if
sent by any other means, when delivered at the address specified herein, in each
such case, as follows:

                    (i) if to Company, to:

                        The Wellcare  Management  Group, Inc.
                        Park  West/Hurley  Avenue Extension
                        P.O. Box 4059
                        Kingston, New York 12401
                        Attention: Chief Executive Officer
                        Facsimile: (914) 334-7820

                        with a copy to:

                        Epstein Becker & Green, P.C.
                        250 Park Avenue
                        New York, New York 10177
                        Attention:  Seth Truwit, Esq.

                         Facsimile: 212-661-0989

                         with a copy to:

                         6800 N. Dale  Mabry,  Suite 268
                         Tampa,  Florida  33614
                         Attention: Kiran C. Patel, M.D.
                         Facsimile: (813) 290-6306

                         with a copy to:

                         Patel, Moore & O'Connor, P.A.
                         2240 Belleair Road Suite
                         160 Clearwater, Florida 33764
                         Attention: Sandip I. Patel, Esq.
                         Facsimile: (727)536-5936

                         (ii) if to the Fund:

                         The 1818 Fund II, L.P.
                         c/o Brown  Brothers  Harriman & Co.
                         59 Wall Street
                         New York, New York 10005
                         Attention:  Mr.  Walter W. Grist
                         Facsimile: (212) 493-8429

                         with a copy to:

                         Paul, Weiss, Rifkind, Wharton & Garrison
                         1285 Avenue of the  Americas
                         New York, New York 10019-6064
                         Attention:  Marilyn  Sobel,  Esq.
                         Facsimile: (212) 757-3990

     Any party may change its  address  for  notice  hereunder  by notice to the
other parties hereto.

          5.2 Entire  Agreement.  This Agreement  contains the entire  agreement
between the parties with respect to the subject matter hereof and supersedes all
prior  agreements,  written or oral,  with respect  thereto,  including the Note
Purchase  Agreement;  provided  that  the  Registration  Rights  Agreement  (the
"Registration  Rights  Agreement"),  dated January 19, 1996, between the Company
and the  Fund,  remains  in full  force  and  effect  and not  affected  by this
Agreement or the transactions contemplated hereby except to the extent set forth
in Section 5.3.

          Notwithstanding  the foregoing,  the definitions set forth in the Note
Purchase  Agreement shall remain in full force and effect and is not affected by
this Agreement or the transactions contemplated hereby solely to the extent such
definitions are used in the Registration Rights Agreement.

          5.3 Amendment of Registration  Rights  Agreement.  The Company and the
Fund hereby amend the Registration  Rights Agreement to replace the term "Notes"
with "Series B Preferred  Stock, par value $0.01 per share, of the Company," and
to replace the  existing  definition  of  Conversion  Shares with the  following
definition:

          "Conversion  Shares" mean the shares of common stock,  par value $0.01
per share, of the Company issued or issuable upon the conversion of the Series B
Preferred Stock, par value $0.01 per share, of the Company.

          5.4 Waivers and Amendments. This Agreement may be amended or modified,
and the terms and conditions hereof may be waived,  only by a written instrument
signed  by the  parties  or,  in the  case of a  waiver,  by the  party  waiving
compliance.  No delay on the part of any party in exercising any right, power or
privilege  hereunder shall operate as a waiver thereof,  nor shall any waiver on
the part of any party of any right, power or privilege hereunder, nor any single
or partial  exercise of any right,  power or  privilege  hereunder  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege hereunder.

          5.5 Fund  Representation.  The Fund  represents  and  warrants  to the
Company that the shares of Series B Preferred Stock (including,  for purposes of
this Section 5.5, the shares of Common Stock  issuable  upon  conversion  of the
Series B Preferred Stock) to be acquired by such Fund pursuant to this Agreement
are being acquired for its own account and with no intention of  distributing or
reselling such securities or any part thereof in any  transaction  that would be
in  violation of the  securities  laws of the United  States of America,  or any
state,  without prejudice,  however,  to the rights of such Fund at all times to
sell or otherwise dispose of all or any part of the shares of Series B Preferred
Stock under an effective  registration  statement  under the Securities  Act, or
under an exemption from such  registration  available  under the Securities Act,
and subject,  nevertheless,  to the disposition of such Fund's property being at
all times within its control.

          5.6 Governing Law. This  Agreement  shall be governed and construed in
accordance  with the laws of the State of Florida  applicable to agreements made
and to be performed entirely within such State.

          5.7 Counterparts.  This Agreement may be executed in two counterparts,
each of which  shall be  deemed an  original  but both of which  together  shall
constitute one and the same instrument.

          5.8  Headings.  The  headings  in this  Agreement  are  for  reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

          5.9 Successors and  Assignment.  This Agreement  shall be binding upon
and inure to the  benefit  of the  parties  named  herein  and their  respective
successors  and  permitted  assigns.  The  Company  may not assign its rights or
obligations hereunder without the prior written consent of the Fund.

          5.10  Severability.  Any term or provision of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

          5.11  Expenses.  Each of the  parties  will  bear  its own  costs  and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions contemplated hereby.

          5.12 Variations in Pronouns.  All pronouns and any variations  thereof
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person or persons may require.


                            [Signature Page Follows]


<PAGE>


          IN  WITNESS  WHEREOF,  the  Company  and the Fund have  executed  this
Agreement as of the date first written above.

                            THE WELLCARE MANAGEMENT GROUP, INC.


                            By: /s/ Craig S. Dupont
                            -----------------------
                            Name:   Craig S. Dupont
                            Title: Acting President and Chief Executive Officer


                            THE 1818 FUND II, L.P.

                            By:   Brown Brothers Harriman & Co.,
                                  general partner


                            By: /s/ Walter W. Grist
                            -----------------------
                            Name:   Walter W. Grist
                            Title:  Senior Manager