Exhibit 10.78


                              SETTLEMENT AGREEMENT

     SETTLEMENT  AGREEMENT (the "Agreement") dated May __, 1999 by and among THE
WELLCARE  MANAGEMENT GROUP, INC., a New York corporation  ("WCMG"),  WELLCARE OF
NEW  YORK,  INC.,  a New  York  corporation  ("WCNY"  and  together  with  WCMG,
"WellCare"),   and  KIRAN  C.  PATEL  ("Dr.  Patel")  (WellCare  and  Dr.  Patel
collectively,  the  "WellCare  Parties"),  and the  Provider or  Provider  group
specified on the signature page of this Agreement  ("Provider")  and THE MEDICAL
SOCIETY OF THE STATE OF NEW YORK ("MSSNY") (WCMG, WCNY, Dr. Patel,  Provider and
MSSNY  being  referred to  individually  as a "Party"  and  collectively  as the
"Parties").

     WHEREAS,  WCMG  has  signed a  letter  of  intent  with  Dr.  Patel,  for a
transaction that would,  among other things,  encompass an equity  investment in
WellCare by Dr. Patel or an affiliate (the "Patel Transaction");

     WHEREAS,  the  Board of  Directors  of WCNY,  a New York  certified  health
maintenance  organization  ("HMO"),  has approved the sale of its New York State
based commercial business to Group Health Incorporated (the "GHI Transaction");

     WHEREAS,  WellCare and Dr. Patel  contemplate  that all or a portion of the
equity  investment  provided through the Patel  Transaction and all of the funds
obtained  through the GHI Transaction will be pooled with certain current assets
of WCNY and made available to satisfy claims by providers for services  rendered
through April 30, 1999;

     WHEREAS,  WCNY has agreed to a consent to rehabilitation in which the State
of New  York has the  right  to  commence  court  proceedings  and have an order
entered  into that  would  give the  State of New York the  right to assume  the
operation of WCNY;

     WHEREAS,   Healthcare  Association  of  New  York  ("HANYS")  and  Northern
Metropolitan  Hospital  Association  ("NORMET")  have  entered  into  a  similar
settlement  agreement for the purpose of settling any and all  disputes,  claims
and  controversies  between  WellCare  and the member  hospital  which is also a
signatory to the  agreement,  relating to the payment for  services  provided by
member hospitals prior to May 1, 1999 to HMO members of WCNY, in order to assist
their respective  member  hospitals in the resolution of such member  hospitals'
claims against WellCare,  with the express  understanding that neither HANYS nor
NORMET has  authority  to bind its member  hospitals  and that each such  member
hospital  shall be required to  separately  execute the agreement if it is to be
binding on such member hospital;

     WHEREAS,  MSSNY has entered  into this  Agreement  in order to assist their
members in the  resolution of such member's  claims against  WellCare,  with the
express understanding that MSSNY does not have authority to bind its members and
each  member-Provider  shall be required to separately execute this Agreement if
its it be binding on such member-Provider;

     WHEREAS,  the  WellCare  Parties  and  Provider  desire,  and are  mutually
willing,  to enter into this  Agreement  for the purpose of settling any and all
disputes, claims and controversies, as described further below, between WellCare
and the Provider,  relating to the payment for services provided by the Provider
prior to May 1, 1999 to HMO members of WCNY; and

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
agreements herein, the Parties agree as follows:

     1.   Regulatory Approvals

     This Agreement and the terms and conditions contained herein are subject to
the approval of the New York State Insurance Department ("SID") and the New York
State  Department of Health ("DOH").  As soon as practicable,  the Parties shall
jointly seek approval of this Agreement from SID and DOH, and in accordance with
Section  10(f),  the Parties  agree to execute or cause their counsel to execute
any  additional  documents  and take any further  action which may be reasonably
required in order to facilitate such regulatory approval.

     2.   Conditions to Effectiveness

     This Agreement shall become effective (the "Effective  Date") only upon the
satisfaction of each and all of the following conditions:

          (a) Regulatory approvals as set forth in Section 1, no later than July
15, 1999;

          (b) The deposit of a minimum of Ten Million Dollars  ($10,000,000)  in
the Provider Pool (as defined below) (the "Initial Funding Date"), no later than
July 15, 1999; and

          (c) Agreement by WellCare and Provider as to the amount of its Settled
Claims  (defined  below)  within  thirty  (30) days  following  the date of this
Agreement;

provided  however that Sections 1, 4, 8, 9 and 10 hereof shall become  effective
immediately.  WellCare  shall  provide  Provider  with  written  notice  of  the
Effective  Date of this Agreement no later than ten (10) business days after all
of the foregoing conditions have been satisfied.

     3.   Settled Claims

     "Settled  Claims" means the dollar amount of all claims against WellCare by
a health care  provider  that has signed this  Agreement  or an  agreement  with
substantially similar terms and conditions, for services rendered to HMO members
of WCNY in any product line prior to May 1, 1999 and received by WellCare within
thirty (30) days  following the date hereof,  determined  as follows:  (i) total
adjudicated  claims as  determined  by  WellCare  on or before  April 30,  1999,
namely,  claims received by WellCare and approved as properly payable,  and (ii)
all other claims  (comprised of pended claims and disputed claims)  submitted in
good faith and  adjudicated  in good faith by WellCare  within  thirty (30) days
following  the date  hereof  at fifty  percent  (50%) of a  Provider's  or other
provider's  submitted charges.  For purposes of clarification,  "Settled Claims"
shall not include any claims for payment  that a health care  provider  may have
against independent  practice  associations,  including but not limited to those
owned by  Primergy,  Inc.,  and other third  parties  (such as Merit  Behavioral
Services,  Access Managed  Healthcare,  Block Vision,  New York Medical Imaging,
PharmaCare and  Laboratory  Corporation  of America) that have  contracted  with
WellCare  to provide or to arrange  for the  provision  of certain  health  care
services (e.g.,  physician services or specialty "carve-out"  services,  such as
mental health services,  chiropractic services,  laboratory services or pharmacy
services) to HMO members of WCNY.

     4.   Exchange of Information and Confidentiality; Litigation Stay

          (a) In connection with the execution of this  Agreement,  WellCare has
provided  Provider,  a provider specific summary of amounts owed for payable and
pended claims for services  provided by provider to HMO members of WCNY prior to
May 1, 1999 that have not been paid according to WellCare's records.

          (b) Provider  agrees to confirm the amounts  contained in said list of
all claims for services  provided  prior to May 1, 1999 and to provide  WellCare
with Provider's  statement of unpaid (including  disputed) WellCare claims based
on its, his or her records as soon as practicable.  If there is any disagreement
as to the Settled  Claims amount the Parties  shall,  in good faith,  attempt to
resolve  any such  disagreements  within  thirty  (30) days  following  the date
hereof.

          (c)  Upon the  determination  of and  agreement  by  WellCare  and the
Provider as to the Settled Claims for Provider,  WellCare shall provide Provider
with a statement  of its,  his or her Settled  Claims and the minimum  amount to
which  Provider is entitled to payment  from the  Provider  Pool,  i.e.,  thirty
percent (30%) of the Settled Claims. Upon Provider's  acceptance  thereof,  such
statement shall be annexed as Exhibit A to this Agreement.

          (d) [THIS SECTION INTENTIONALLY OMITTED]

          (e) The Parties each agree that they will not  commence,  institute or
prosecute  any  action  or other  adversary  proceeding  in any  court of law or
equity, arbitration tribunal, or administrative forum ("Litigation") against any
other Party on or after the date hereof  relating to or  concerning  the subject
matter of this Agreement,  except (i) following termination of this Agreement as
provided in Section 9 or (ii) following  July 15, 1999 if this  Agreement  shall
not have become effective by such date for failure to satisfy the conditions set
forth in Section 2 or (iii) if a case is commenced in respect to WellCare or any
of its  subsidiaries  or  affiliates  under  Title 11 of the United  States Code
(Bankruptcy),  or a trustee,  receiver or  conservator  or the like is appointed
under Article 74 of the New York Insurance Law or any similar law, or by SID, or
any other regulatory body, any Party may appear and participate in any such case
or proceeding. The Parties further agree to take whatever steps are necessary to
stay any Litigation  during theperiod  between the date hereof and the Effective
Date and thereafter  take whatever  steps are necessary to discontinue  any such
Litigation with prejudice.

     5.   Establishment of Settlement Fund

          (a) A pool of funds (the "Provider Pool") shall be established  solely
to pay Settled  Claims of the Providers and other  providers  which have entered
into settlement  agreements  containing terms similar to those contained in this
Agreement.  The  Provider  Pool  shall  be  established  in  a  segregated  cash
collateral account prior to the Effective Date at a bank mutually  acceptable to
WellCare,  Garfunkel  Wild & Travis,  P.C., as counsel to HANYS and NORMET,  and
MSSNY, which approval shall not be unreasonably withheld,  which bank shall have
had no prior  dealings with  WellCare.  The Provider Pool shall not be disbursed
except  in  accordance   with  this  Agreement  (or  other  similar   settlement
agreement).  The Provider Pool account shall  contain  irrevocable  instructions
concerning  deposits  and  withdrawals  from the Provider  Pool,  which shall be
agreed to by Garfunkel, Wild & Travis, P.C., as counsel to HANYS and NORMET, and
WellCare,  subject to  notification  of MSSNY,  prior to the Effective Date, and
which may be modified only with the prior written  approval of both WellCare and
Garfunkel,  Wild & Travis,  P.C.,  as  counsel to HANYS and  NORMET,  subject to
notification  of MSSNY,  or at the  direction of SID. The Parties  recognize and
agree that  deposits  into and payments from the Provider Pool may be subject to
audit or review by SID and other regulatory  agencies having  jurisdiction  over
WellCare.  The Parties  understand  that HANYS and/or  NORMET or their agents or
representatives,  shall have the right to audit or review the Provider Pool, and
the results of any such audit shall be distributed  to all Parties.  The Parties
agree to cooperate with each other to the extent  reasonably  necessary to carry
out the provisions of this Section 5(a).

          (b) The Provider  Pool shall have an initial  balance of not less than
Ten Million Dollars  ($10,000,000)  by the Effective Date and shall be comprised
of proceeds from the Patel Transaction and/or GHI Transaction.  In addition, the
Provider  Pool shall be  supplemented  by an amount equal to 80% of all proceeds
from  accounts  receivables  of WCNY which were or should have been  recorded in
accordance with generally accepted accounting  principles (GAAP) as of April 30,
1999 (the  "Accounts  Receivable")  to the extent such proceeds are collected by
WellCare during the period commencing on May 1, 1999 and ending on the date that
the  Provider  Pool is no longer in  effect.  If the  amounts  deposited  in the
Provider Pool shall in the aggregate  exceed Ten Million  Dollars  ($10,000,000)
(the amount so exceeding Ten Million Dollars  ($10,000,000) being the "Excess"),
the Excess may be withdrawn  from the Provider Pool and retained by WellCare for
purposes of maintaining  its statutory  reserves in accordance  with  applicable
law,  but in no event shall  WellCare be entitled to withdraw  from the Provider
Pool and retain more than Two Million Five Hundred Thousand Dollars ($2,500,000)
for such purpose.  Any Excess beyond that amount required for statutory reserves
shall be retained in the Provider Pool.

          (c) In the event that the amount equal to thirty  percent (30%) of the
aggregate  Settled  Claims for all  providers  (excluding  the five percent (5%)
payments to providers  described in Section  6(b)),  is greater than Ten Million
Dollars ($10,000,000), but does not exceed Twelve Million Dollars ($12,000,000),
subject  to Section  5(b),  WellCare  shall  deposit  additional  funds into the
Provider Pool to make up the  shortfall,  to the extent  WellCare has sufficient
funds and requisite  regulatory authority to so act. In the event WellCare lacks
sufficient  funds  and/or  requisite   regulatory   authority  to  deposit  such
additional  funds in the Provider  Pool,  Dr.  Patel will provide  funds in such
amount necessary to pay the thirty percent (30%) of the aggregate Settled Claims
for all providers, not to exceed a total Provider Pool balance of Twelve Million
Dollars ($12,000,000).

          (d) In the  event the  amount  equal to  thirty  percent  (30%) of the
aggregate  Settled  Claims for all  providers  (excluding  the five percent (5%)
payments to providers  described in Section 6(b)) is greater than Twelve Million
Dollars  ($12,000,000),  then  the  amount  required  to be  deposited  into the
Provider Pool in excess of Twelve Million Dollars ($12,000,000) shall be paid by
WellCare;  provided, however, that WellCare will be permitted to reduce pro rata
the amount of the Provider's  remaining  three (3) payments of five percent (5%)
as set forth in Section 6(b) below (and all other  providers with Settled Claims
who may receive a similar payment) to the extent that WellCare's payments exceed
Twelve Million Dollars  ($12,000,000),  and provided,  however, in no case shall
Provider receive less than thirty percent (30%) of its Settled Claims under this
Agreement.

          (e) In the event a balance  remains in the Provider Pool as of six (6)
months after the Effective  Date, then such balance will be distributed pro rata
to the Provider and other providers which have entered into agreements to settle
their Settled Claims, based upon the amounts of their respective Settled Claims.

          (f) Each health care  provider  that has Settled  Claims  shall have a
security  interest  for the benefit of all health care  providers  with  Settled
Claims, which shall be a first priority lien with respect to the proceeds due to
WellCare from the Patel  Transaction  and/or GHI  Transaction and all amounts in
the Provider  Pool, and a second  priority lien on and security  interest in the
Accounts Receivable, except to the extent there is no other lien on the Accounts
Receivable as of the date of this  Agreement,  the security  interest shall be a
first priority lien. It shall be the  responsibility of such providers to timely
and properly  prepare and deliver the  necessary  documents for signature by all
necessary  parties,  and thereafter cause the appropriate  filings to be made to
perfect such security  interests,  including,  without  limitation,  a financing
statement in the form approved by the Parties.  The Parties shall cooperate with
each other in the preparation of any and all documents  necessary to give effect
to such security interest and such other terms and obligations hereunder.

          (g) Nothing  contained herein shall prohibit or restrict WellCare from
settling or paying claims of any nature from sources of funds exclusive of those
deposited (or required to be deposited) in the Provider Pool.

     6.   Payment by WellCare of Settled Claims

          (a) WellCare will pay Provider  thirty percent (30%) of the Provider's
Settled Claims within ten (10) days of the Effective Date. If,  however,  thirty
percent (30%) of the  aggregate  Settled  Claims for all  providers  exceeds the
funds then in the Provider  Pool,  then  WellCare  will pay the Provider and all
other  providers  with Settled Claims on a pro rata basis from the funds then in
the Provider Pool and thereafter  pay the Provider and all other  providers with
Settled  Claims on a pro rata basis every  thirty days (30)  thereafter  for the
period in which the Provider Pool is in effect.  WellCare represents to Provider
that providers  with Settled Claims shall all receive  payment from the Provider
Pool based upon the same proportion of their Settled Claims. Notwithstanding the
foregoing,  in no case shall Provider  receive less than thirty percent (30%) of
the amount of its Settled Claims within six (6) months of the Effective Date and
Provider  shall  continue  to have  the  right  to  bill  WCNY  members  for all
applicable copayments,  coinsurance and non-covered services relating to Settled
Claims to the extent  permitted  under the  applicable  health plan and provider
agreement,  and WellCare shall provide Provider with necessary  documentation to
bill the member accordingly.  Notwithstanding anything to the contrary contained
herein,  WellCare shall have the right to recoup,  without any right of set-off,
any amounts paid under this  Agreement to a Provider if the Provider  shall have
failed to be a participating provider in good standing with WellCare at any time
during  the  period  commencing  on the date  hereof  and ending on the date six
months  following  the date hereof,  and in such case of recoupment by WellCare,
this Agreement shall be null and void for all purposes.  The foregoing condition
of a provider  agreement  shall not be applicable on or after the Effective Date
if Provider  has  terminated  the provider  agreement  for cause or WellCare has
terminated such provider agreement without cause.

          (b) WellCare will pay Provider an amount equal to five percent (5%) of
such Provider's Settled Claims on each of February 1, 2000, February 1, 2001 and
February 1, 2002,  provided,  however,  Provider is at that time a participating
provider in good standing with WellCare.  The foregoing  condition of a provider
agreement  shall not be  applicable  if Provider  has  terminated  the  provider
agreement for cause or WellCare has terminated such provider  agreement  without
cause.  The Parties  understand and acknowledge  that no such payment under this
Section 6(b) shall be made from the Provider Pool.

          (c) Subject to regulatory  approvals and in accordance with applicable
law,  including the federal  securities  laws, the Provider may elect to receive
WCMG  common  stock in lieu of one or more of the annual  payments  set forth in
Section 6(b).  The price at which the WCMG common stock shall be valued shall be
the greater of the price of such common  stock for the twenty (20)  trading days
ending on February 2nd of the calendar year immediately preceding the applicable
payment date or $1.00 per share. Each Provider  receiving such WCMG common stock
shall agree to transfer  restrictions  on such shares for a mutually agreed upon
period  after  issuance,  but not to  exceed  six (6)  months.  In the event the
Provider  elects to receive  WCMG common  stock in lieu of a cash  payment,  the
Parties  agree to  cooperate  and use  their  best  efforts  to reach  agreement
regarding  the terms and  conditions of such receipt of WCMG  securities  and to
accomplish the foregoing.

     7.   Mutual Releases

          (a) Provider  together with its  subsidiaries,  affiliates,  officers,
directors,   shareholders,   employees,   agents,  attorneys,   representatives,
successors and assigns ("Provider Releasor"), hereby releases and discharges the
WellCare  Parties,  together  with their  respective  subsidiaries,  affiliates,
directors,   shareholders,   employees,   agents,  attorneys,   representatives,
successors and assigns  ("WellCare  Releasees")  from (i) all  indebtedness  and
other  financial  obligations  arising  from the  provision  of services by each
Provider to members of WCNY in any  product  line on or before  April 30,  1999,
including  any  prospective  adjustments  pursuant  to the New York  Health Care
Reform Act ("NYCRA") for services  rendered  prior to May 1, 1999,  and (ii) all
actions,  causes  of  action,  suits,  debts,  dues,  sums of  money,  accounts,
reckonings,  bonds, bills,  specialties,  covenants,  contracts,  controversies,
agreements,  promises, variances,  trespasses, rights to contribution,  damages,
judgments,  extends,  executions,   claims,  and  demands  whatsoever,  in  law,
admiralty or equity, which each Provider Releasor ever had, now has or hereafter
can, shall or may have against the WellCare Releasees, for upon, or by reason of
any matter,  cause or things  whatsoever  relating to the matters referred to in
(a)(i)  above  from the  beginning  of the  world to the day of the date of this
Agreement or arising  hereafter as a result of or in connection with the matters
referred to in (a)(i) above. The foregoing release expressly excludes any claims
for payment that Provider may have against  independent  practice  associations,
including  but not limited to those  owned by  Primergy,  Inc.,  and other third
parties (such as Merit Behavioral  Services,  Access Managed  Healthcare,  Block
Vision,  New York Medical  Imaging,  PharmaCare  and  Laboratory  Corporation of
America)  that have  contracted  with  WellCare to provide or to arrange for the
provision of certain health care services (e.g., physician services or specialty
"carve-out"  services,  such as mental health services,  chiropractic  services,
laboratory  services or pharmacy  services) to HMO members of WCNY and expressly
excludes any action,  suits,  claims or demands arising from medical malpractice
or negligence.

          (b) Each Provider Releasor  represents to the WellCare  Releasees that
none of the  liabilities,  claims,  causes of actions,  costs or demands  herein
released has been assigned to any person or entity.

          (c) Each Provider Releasor acknowledges that it may hereafter discover
facts  different from, or in addition to, those that it now believes to be true,
with respect to all or any of the liabilities,  claims,  causes or action, costs
or demands herein released but  nevertheless  agrees that the releases set forth
herein  shall be and  remain  effective  in all  respects,  notwithstanding  the
discovery of such different or additional facts.

          (d) Each  Provider  Releasor  is  forever  barred  and  enjoined  from
commencing,  instituting or prosecuting any action or other adversary proceeding
in any court of law or equity,  arbitration  tribunal,  or administrative forum,
directly or  representatively,  against the WellCare  Releasees  with respect to
any, some or all of the Settled Claims; provided however, each Provider Releasor
and the WellCare  Releasees  retain all rights and remedies to enforce the terms
of this Agreement.

          (e) The WellCare Parties together with their respective  subsidiaries,
affiliates,  officers,  directors,  shareholders,  employees, agents, attorneys,
representatives,  successors and assigns  ("WellCare  Releasors") hereby release
and   discharge   Provider   and  its   subsidiaries,   affiliates,   directors,
shareholders,  employees,  agents,  attorneys,  representatives,  successors and
assigns  ("Provider  Releasee")  from (i) all  indebtedness  and other financial
obligations  arising  from the  provision  of services by Provider to members of
WCNY in any product line on or before April 30, 1999,  including any prospective
adjustments  pursuant to the NYCRA for services  rendered  prior to May 1, 1999,
and (ii) all  actions,  causes of action,  suits,  debts,  dues,  sums of money,
accounts,   reckonings,   bonds,  bills,  specialties,   covenants,   contracts,
controversies,   agreements,   promises,   variances,   trespasses,   rights  to
contribution,  damages,  judgments,  extends,  executions,  claims,  and demands
whatsoever,  in law, admiralty or equity, which the WellCare Releasors ever had,
now have or hereafter can, shall or may have against each Provider Releasee, for
upon,  or by reason of any matter,  cause or things  whatsoever  relating to the
matters  referred to in (e)(i) above from the  beginning of the world to the day
of the  date of  this  Agreement  or  arising  hereafter  as a  result  of or in
connection with the matters referred to in (e)(i) above.  The foregoing  release
expressly  excludes  any claims  for  payment  that  WellCare  may have  against
independent practice  associations,  including but not limited to those owned by
Primergy,  Inc.,  and other third  parties (such as Merit  Behavioral  Services,
Access Managed  Healthcare,  Block Vision, New York Medical Imaging,  PharmaCare
and  Laboratory  Corporation of America) that have  contracted  with WellCare to
provide or to arrange for the provision of certain  health care services  (e.g.,
physician  services or specialty  "carve-out"  services,  such as mental  health
services,  chiropractic  services,  laboratory services or pharmacy services) to
HMO members of WCNY and expressly excludes any action,  suits, claims or demands
arising from medical malpractice or negligence.

          (f) The WellCare  Releasors  represent to each Provider  Releasee that
none of the  liabilities,  claims,  causes of actions,  costs or demands  herein
released has been assigned to any person or entity.

          (g)  The  WellCare  Releasors  acknowledge  that  they  may  hereafter
discover facts different from, or in addition to, those that they now believe to
be true,  with  respect  to all or any of the  liabilities,  claims,  causes  or
action,  costs or  demands  herein  released  but  nevertheless  agree  that the
releases  set  forth  herein  shall be and  remain  effective  in all  respects,
notwithstanding the discovery of such different or additional facts.

          (h) The  WellCare  Releasors  are  forever  barred and  enjoined  from
commencing,  instituting or prosecuting any action or other adversary proceeding
in any court of law or equity,  arbitration  tribunal,  or administrative forum,
directly or representatively, against any Provider Releasee with respect to any,
some or all of Settled Claims; provided however, the WellCare Releasors and each
Provider  Releasee  retain all rights and  remedies to enforce the terms of this
Agreement.

          (i) Nothing  contained  herein shall be deemed to create any rights or
benefits, or constitutes a release of any kind whatsoever, for any non-Party.

     8.   Representations and Warranties of the Parties

          (a)  WellCare  represents  and  warrants  that the  execution  of this
Agreement and the  consummation by it of the  transactions  contemplated  hereby
have been duly authorized by all necessary corporate action and will not violate
the  provisions  of  its  certificate  of  incorporation  or  by-laws  or of any
agreement,  law, rule,  regulation or other commitment to which it is a party of
and by which it is bound.

          (b) Provider  represents and warrants that, to the extent  applicable,
the execution of this Agreement and the  consummation by it of the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and will not violate the  provisions  of its  certificate  of  incorporation  or
by-laws or of any agreement,  law, rule, regulation or other commitment to which
it is a party of and by which it is bound.

     9.   Termination of Settlement

          (a) The Parties agree that this  Agreement is binding and  irrevocable
(unless terminated pursuant to this Section 9 or as provided in Sections 1 and 2
herein) regardless of future events or changed  circumstances of WellCare or any
of its subsidiaries or affiliates, and the Parties agree that the agreements and
covenants  contained  herein are fair,  reasonable  and  adequate,  and WellCare
believes  that the  agreements  and covenants  contained  herein are in the best
interests  of  WellCare  and  its  subsidiaries,  affiliates,  shareholders  and
creditors.

          (b) If this  Agreement  shall not be  approved  by SID and DOH then in
either  of these  events,  this  Agreement  shall  become  null and void for all
purposes and all  negotiations,  transactions and proceedings  connected with it
(i) shall be without  prejudice  to the  rights of any Party,  (ii) shall not be
deemed or construed as evidence or an admission or a concession  by any Party of
any fact, matter or thing; and (iii) shall not be admissible in evidence or used
in any action or proceeding.

          (c) If  WellCare is unable to fund the  Provider  Pool with an initial
balance  of not less than Ten  Million  Dollars  ($10,000,000)  for any  reason,
including  but not limited to the failure to  consummate  the Patel  Transaction
and/or the failure to  consummate  the GHI  Transaction,  this  Agreement  shall
become null and void for all purposes  and all  negotiations,  transactions  and
proceedings  connected  with it (i) shall be without  prejudice to the rights of
any party,  (ii) shall not be deemed or construed as evidence or an admission or
a concession by any party of any fact,  matter or thing;  and (iii) shall not be
admissible in evidence or used in any action or proceeding.

          (d) If a case  is  commenced  in  respect  to  WellCare  or any of its
subsidiaries   or   affiliates   under  Title  11  of  the  United  States  Code
(Bankruptcy),  or a trustee,  receiver or conservator,  or the like is appointed
under Article 74 of the New York Insurance Law or any similar law, or by SID, or
any other  regulatory  body, and in the event of the entry of a final order of a
court  of  competent  jurisdiction  determining  the  transfer  of  money to the
Provider  Pool  and/or to the  Provider  in payment of a Settled  Claim,  or any
portion thereof, on behalf of WellCare to be a preference,  voidable transfer or
fraudulent  transfer or similar  transaction and any portion thereof is required
to be returned,  then  WellCare may move a court of  competent  jurisdiction  to
vacate and set aside this  Agreement and the releases  contained  herein,  which
Agreement and releases shall be null and void, and the Parties shall be returned
to their respective  positions as of April 30, 1999 and any payments made to the
Provider  shall be returned to WellCare.  In any such event (or otherwise  under
any such  bankruptcy  or similar  proceeding),  the debt owed by WellCare or its
estate  to the  Provider  shall not be  valued  on the  basis of  payments  made
pursuant to sections 6(a) and (b) hereunder.

          (e) Upon a default by WellCare  in respect of any  payment  coming due
hereunder ("Default"),  and unless such Default shall be cured within forty (40)
days after written notice thereof by fax and by certified  mail,  return receipt
requested, sent to:

          President and Chief Executive Officer
          WellCare of New York, Inc.
          PO Box 4059
          Kingston, New York 12402

          with a copy to:

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

          and a copy to:

          Sandip Patel, Esq.
          Patel, Moore & O'Connor, PA
          2240 Belle Air Road
          Suite 160
          Clearwater, FL 33764

Provider shall be entitled, upon not less than ten (10) days' notice to DOH, SID
and WellCare that Wellcare is in Default under the terms of this  Agreement,  to
seek appropriate judicial relief for payments due under this Agreement.

     10.  Miscellaneous

          (a)  This  Agreement  is a  compromise  disposing  of  claims  of each
Provider,  some or all of which  may be  controverted.  This  Agreement  and all
negotiations  and  statements in connection  herewith  shall not be in any event
construed as or deemed to be evidence or an admission or  concession on the part
of any Party of any liability whatever,  and shall not be offered or received in
evidence in any action or proceeding  in any court or other  tribunal or used in
any way as an admission, concession or evidence of any liability by any party.

          (b) This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New York  applicable  to a contracts  executed and
performed  in  such  State,  without  giving  effect  to the  conflicts  of laws
principles thereof.

          (c) The Parties to this Agreement  hereby consent to the  jurisdiction
of the  courts of the State of New York and the  federal  courts  setting in New
York over them in any action to enforce this Agreement or any provision thereof.

          (d) Each of the Parties has received independent legal advice from its
attorneys with respect to the  advisability  of entering into this Agreement and
the releases  contained herein.  Each of the Parties has made such investigation
of the facts  pertaining to this Agreement and the releases herein and all other
matters pertaining thereto as it deems necessary.

          (e) Each of the  Parties  to this  Agreement  acknowledges  that  this
Agreement  is reached  solely in relation to the  subject  matter  herein and no
agreement  reached herein shall constitute an admission or evidence in any other
matter among the parties to this  Agreement or in any other matter or proceeding
in which any of the parties may be or become involved.

          (f) Each of the Parties  agrees to execute or cause  their  counsel to
execute any additional  documents and take any further  action which  reasonably
may be required in order to consummate this Agreement,  or otherwise fulfill the
obligations  of the Parties  hereunder.  Each party is to bear its own costs and
attorney's fees incurred in connection with any such additional action.

          (g) This  Agreement  represents  and  expresses  the entire  agreement
between the Parties  with  respect to the subject  matter  hereof and may not be
modified  or amended  except in a writing  signed by WellCare  and the  affected
Provider,  so long as such  modification or amendment does not adversely  effect
other  providers with respect to the payment of Settled Claims from the Provider
Pool or for payments similar to those set forth in Section 6(b).

          (h) This  Agreement and the releases  contained  herein  supersede any
prior agreement or release with respect to the subject matter hereof.

          (i) This Agreement shall be binding on and inure to the benefit of the
Parties and their respective successors, administrators or assigns, and upon any
corporation or other entity into or with which any Party may merge,  consolidate
or reorganize.  This Agreement and the releases  contained  herein is limited to
the  Parties,  the Provider  Releasors,  the  Provider  Releasees,  the Wellcare
Releasors and the Wellcare  Releasees and any other third party  beneficiary  of
this Agreement and the releases contained herein is expressly excluded.

          (j) The  headings  used in  this  Agreement  have  been  inserted  for
convenience of reference only and do not define or limit the provisions hereof.

          (k) This  Agreement  may be  executed in  counterparts,  each of which
shall  be  deemed  an  original  instrument,  but  all of  which  together  will
constitute one and the same instrument.


<PAGE>


     IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the day
and year first above written.

PROVIDER                                THE WELLCARE MANAGEMENT
                                        GROUP, INC.



By:___________________________          By:  /s/ Craig Dupont
Title:________________________               -----------------------------
Address:______________________          Craig Dupont
        ______________________          Acting Chief Executive Officer
                                        Park West/Hurley Avenue Extension
                                        Kingston, NY 12401


SANDIP PATEL, ESQ.                      WELLCARE OF NEW YORK, INC.


By:  /s/ Sandip Patel, Esq.             By:  /s/ Mary Lee Campbell-Wisley
     -------------------------               -----------------------------
Sandip Patel, Esq.                      Mary Lee Campbell-Wisley
Attorney for Kiran C. Patel, M.D.,      Chief Executive Officer
F.A.C.C.                                Park West/Hurley Avenue Extension
                                        Kingston, NY 12401
                                        (914) 334-4000


MEDICAL SOCIETY OF THE STATE
OF NEW YORK


By:  /s/ Donald R. Moy, Esq.
     -------------------------
     Donald R. Moy, Esq.
     General Counsel