Exhibit 10.79a


                                VOTING AGREEMENT

     VOTING AGREMENT (the  "Agreement")  dated 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,  pursuant to the Stock  Purchase  Agreement  (the "Stock  Purchase
Agreement") dated May 19, 1999, by and between Patel and The WellCare Management
Group,  Inc., a New York  corporation  (the  "Company"),  Patel is  purchasing a
fifty-five percent (55%) equity interest in the Company;

     WHEREAS,  it  is a  condition  to  Patel's  obligation  to  consummate  the
transactions  contemplated  by the  Stock  Purchase  Agreement  that  all of the
holders of the Class A Common Stock,  $.01 par value, of the Company (the "Class
A Common  Stock")  agree to convert all of their  shares of Class A Common Stock
into Common Stock, $.01 par value, of the Company ("Common Stock");

     WHEREAS,  Morey has not agreed to  convert  his  281,956  shares of Class A
Common Stock (the "Shares") into Common Stock; and

     WHEREAS,  Patel and Morey wish to enter into a voting agreement pursuant to
Section 620 of the New York Business  Corporation  Law,  effective as of June 9,
1999 (the  "Effective  Date"),  whereby  Morey will agree to vote or cause to be
voted the Shares as directed by Patel, and, pursuant thereto, Morey will deliver
to Patel an  irrevocable  proxy for two (2) years to vote the  Shares in Patel's
sole and absolute discretion in the form attached hereto as Exhibit A.

     NOW, THEREFORE, in consideration of the mutual covenants,  representations,
warranties  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, the parties hereto agree as follows:

     1. Voting Agreement.  Morey hereby irrevocably and  unconditionally  agrees
that  during  the time that this  Agreement  is in  effect,  at any  meeting  of
shareholders  of the  Company,  however  called,  or,  if in lieu of a  meeting,
shareholder action is taken by written consent, shall vote or cause to be voted,
the Shares at the time of such meeting or the execution of such written consent,
as the case may be, as directed by Patel, in his sole and absolute discretion.

     2.  Proxy.  In order to  effectuate  the  agreement  set forth in Section 1
hereof,  Morey  shall  deliver to Patel a proxy in the form  attached  hereto as
Exhibit A, which shall be irrevocable  for two (2) years from the Effective Date
in  accordance  with Section 609 of the New York  Business  Corporation  Law and
pursuant to which Patel shall have the exclusive right to vote the Shares in his
sole and absolute discretion.

     3. Term and Termination.  The term of this Agreement shall be two (2) years
from the Effective Date, unless it is earlier  terminated by mutual agreement of
the parties.

     4.  Representation by Morey.  Morey hereby warrants and represents to Patel
that (i) he has full power and authority to execute and deliver to Patel, and to
perform the terms of, this  Agreement and (ii) the Shares are not now, nor shall
they at any time during the term of this Agreement be or become,  subject to any
other proxy, voting agreement, voting trust, or similar agreement or arrangement
that would in any way  restrict  or obviate the rights  provided  to Patel,  and
Morey's obligations, hereunder and pursuant to the proxy.

     5.  Governing  Law.  This  Amendment  shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving effect
to any choice or  conflict  of law  provision  or rule  (whether of the State of
Florida or any other  jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of New York.

     6. Amendments and Waivers.  No amendment of any provision of this Amendment
shall be valid  unless  the same  shall be in  writing  and  signed by Morey and
Patel.

     7.  Incorporation of Exhibit.  The Exhibit  identified in this Agreement is
incorporated herein by reference and made a part hereof.

     8. No Third-Party Beneficiaries. This Agreement shall not confer any rights
or  remedies  upon any  Person  other  than the  parties  and  their  respective
successors and permitted assigns.

     9. Entire Agreement.  This Agreement  (including the documents  referred to
herein)  constitutes  the entire  agreement among the parties and supersedes any
prior  understandings,  agreements,  or representations by or among the parties,
written or oral,  to the extent they  related in any way to the  subject  matter
hereof.

     10.  Succession 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.  No party may assign either this Agreement or any of his
rights,  interests,  or obligations hereunder without the prior written approval
of the other party;  provided,  however, that Patel may (i) assign any or all of
his rights and  interests  hereunder to one or more of his  affiliates  and (ii)
designate one or more of his affiliates to exercise his rights hereunder (in any
or all of  which  cases  Morey  nonetheless  shall  remain  responsible  for the
performance of all of his obligations hereunder).

     11.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     12. Headings. The section headings contained in this Agreement are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.


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


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


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