Exhibit 10.76a


                      AMENDMENT TO STOCK PURCHASE AGREEMENT


          AMENDMENT  (the  "Amendment")  dated as of June 1,  1999 to the  Stock
Purchase Agreement (the "Agreement") dated May 19, 1999, by and between KIRAN C.
PATEL  ("Purchaser"),  and THE  WELLCARE  MANAGEMENT  GROUP,  INC.,  a New  York
corporation  (the "Company").  Capitalized  terms used in this Amendment but not
otherwise defined herein shall have the respective  meanings assigned thereto in
the Agreement.


                              W I T N E S S E T H:

          WHEREAS,  Purchaser  and the Company  wish to amend the  Agreement  to
change the  location of the Closing set forth in Section  2(d) of the  Agreement
and to extend the Closing Date set forth in Section 2(d) of the  Agreement  from
June 1, 1999 until June 9, 1999 or such other date as the parties  may  mutually
agree, provided that such date is not later than June 30, 1999;

          WHEREAS, Purchaser and the Company wish to amend certain provisions of
the Agreement regarding the number of shares of preferred stock that the Fund is
to receive  and to provide  that the common  stock to be issued to the Fund upon
conversion of such preferred stock shall be voting common stock;

          WHEREAS,  Purchaser  and the Company  wish to amend the  Agreement  to
provide that  Purchaser will pay par value for all shares of Common Stock issued
to him pursuant to his  anti-dilution  rights after  conversion  of his Series A
Preferred Stock into Common Stock; and

          WHEREAS,  Purchaser  wishes to acknowledge  that he is not entitled to
receive  any  additional  shares of capital  stock of the Company to provide him
with a fifty-five percent (55%) voting interest in the Company in the event that
shares of Class A Common Stock remain  outstanding  as of the date of conversion
of the Series A Preferred Stock.

          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, the parties hereto agree as follows:

     1. The  Closing.  Paragraph  2(d) of the  Agreement  is hereby  amended and
restated in its entirety as follows:

               The Closing. The closing of the transactions contemplated by this
               Agreement  (the  "Closing")  shall take  place at the  offices of
               Epstein Becker & Green, P.C., 250 Park Avenue, New York, New York
               10177,  or at such other  location as the  parties  may  mutually
               agree,  commencing  at 9:00 a.m.  local time on or before June 9,
               1999,  or such  other  date as  Purchaser  and  the  Company  may
               mutually determine (the "Closing Date"); provided,  however, that
               the Closing Date shall be no later than June 30, 1999.

     2. Preferred Stock to be Issued to the Fund.

     (a) The third sentence of Section 2(a) shall be deleted in its entirety.

     (b)  Section  6(a)(vii)  shall be amended and  restated in its  entirety as
follows:

          the Fund  shall  have  converted  the Note into One  Hundred  Thousand
          (100,000)  shares of Preferred  Stock (which shares of Preferred Stock
          shall be convertible  into Ten Million  (10,000,000)  shares of Common
          Stock,  if and when such  additional  shares  of  Common  Stock as are
          necessary  to  permit  such  conversion  have been  authorized  by the
          shareholders of the Company);

     3. Payment of Par Value for Post-Conversion  Anti-Dilution Shares.  Section
2(b) of the  Agreement is hereby  amended by adding the  following at the end of
the Section:

          Purchaser  hereby  agrees that with  respect to shares of Common Stock
          issuable to Purchaser pursuant to Purchaser's  anti-dilution rights as
          set forth in this Section 2(b) after conversion of Purchaser's  Shares
          into  Common  Stock  in  accordance   with  this  Agreement   (each  a
          "Post-Conversion   Anti-Dilution  Share"),  Purchaser  shall  pay  the
          Company par value for each  Post-Conversion  Anti-Dilution  Share upon
          issuance thereof to Purchaser.

     4. Post-Conversion  Voting Rights. To the extent that any of the holders of
the Class A Common Stock shall not have  converted  such stock into Common Stock
as of the date the Series A Preferred  Stock is  converted  into  Common  Stock,
Purchaser  hereby  acknowledges  and  agrees  that  nothing  in  the  Agreement,
including,  without  limitation,  Sections 2(a) and 2(b) thereof,  shall entitle
Purchaser to receive from the Company, or obligate the Company to Purchaser, any
shares of capital  stock of the  Company in order to  provide  Purchaser  with a
fifty-five  percent  (55%)  voting  interest in the total number of votes of the
issued and outstanding  Common Stock and issued and  outstanding  Class A Common
Stock, combined.

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

     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  Purchaser  and
the Company.


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

                          PURCHASER:


                          /s/ KIRAN C. PATEL
                          ----------------------------------
                              KIRAN C. PATEL



                          THE COMPANY:

                          THE WELLCARE MANAGEMENT GROUP, INC.

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