Exhibit 10.83

                              MANAGEMENT AGREEMENT
                                     BETWEEN
                      COMPREHENSIVE HEALTH MANAGEMENT, INC.
                                       AND
                          WELLCARE OF CONNECTICUT, INC.

     The  Agreement is made and entered into as of this 11th day of June,  1999,
by and between WellCare of Connecticut, Inc., a for-profit corporation organized
under the laws of the State of Connecticut  (hereinafter referred to as "HMO" or
"WCCT") and  Comprehensive  Health  Management,  Inc., a for-profit  corporation
organized  under the laws of the State of Florida  (hereinafter  referred  to as
"CHM").

     WHEREAS, WCCT is a Connecticut  certified health maintenance  organization;
and

     WHEREAS,  WCCT hereby  engages CHM to perform the  functions and to provide
the services  described in the Agreement and CHM hereby accepts such  engagement
under the terms and conditions stated in this Agreement;

     NOW,  THEREFORE,  WCCT hereby  agrees to contract with CHM to supervise and
manage  the  day-to-day  operations  of the  HMO  and to  perform  the  specific
functions  and  contract  services  set  out to this  Agreement.  The  Board  of
Directors of WCCT has duly  authorized  the  execution and  performance  of this
Agreement  and the  Agreement  is a valid and binding  agreement  subject to the
approval of the Connecticut Insurance Department.

     1. As  compensation  for  services  rendered,  as set  forth  below  and in
paragraph 2.19, WCCT shall pay CHM the following:

          A. A fixed  fee on a  monthly  basis in  accordance  to the  following
schedule:

          Number of Lives                             % of Premium
          ---------------                             ------------
         (i)     80,000 and up member lives               7.5%

         (ii)    60,000 to 79,999 member lives            8%

         (iii)   40,000 to 59,999 member lives            8.5%

         (iv)    Less than 40,000 member lives            9.5%

          The fixed fee will  specifically  cover services for claims,  customer
          service,  utilization  review,  data  processing/MIS,   credentialing,
          postage   and   supplies   as   related  to  the   covered   services,
          communication,  provider relations and provider contracting. The fixed
          fee will not cover any other costs,  fees or expenses  including,  but
          not  limited to costs for  marketing  functions  or related  marketing
          costs, legal costs,  accounting costs,  director and officer liability
          coverage  and other  insurance  coverage as well as any  extraordinary
          items. This Agreement shall be the sole agreement between WCCT and CHM
          in connection  with the provisions of the  management  services by CHM
          and WCCT and the payment by WCCT to CHM for such services.

          B.  The  cost  for  all  employees   responsible  for  the  day-to-day
          operations  of WCCT shall be the  responsibility  of WCCT,  except for
          those  employees  required  by CHM to provide the  services  listed in
          Section  1.A  above.  WCCT shall be  responsible  for the cost for all
          employees relating to claims processing.

          CHM shall retain full  authority  to recruit,  hire,  train,  promote,
          assign,  set  the  compensation  level  and  discharge  all  employees
          assigned to WCCT.  WCCT  specifically  retains the right to reasonably
          request the removal of the Medical Director/Plan  Administrator at any
          time.  Upon  receiving  such  request in writing,  CHM shall,  without
          delay, remove such Medical Director and replace him/her within six (6)
          months with another nominee by the WCCT Board.

          All management  fees shall be due and payable on the first of each and
          every month of the term of this Agreement.  CHM will bill WCCT for the
          monthly fee set forth  above.  Any monthly fees in arrears of ten (10)
          days will  begin  accruing  finance  charges of one  percent  (1%) per
          month.

     2. The term of this Agreement shall commence on _________________  with the
approval of the Connecticut Insurance Department. This Agreement is for the term
of five (5)  years  from  said  date of  commencement,  or as  otherwise  herein
provided, unless renewed by agreement of the parties.

     3. In the event of termination for cause, as defined in Section 3.1 of this
Agreement,  by either party,  the sole obligation of WCCT to CHM shall be to pay
any and all  amounts due to CHM up to the time of said  termination,  including,
without limitation,  fees, costs,  expenses,  loans, and accounts payable due to
CHM.

                                  SECTION ONE:

                   ALLOCATION OF AUTHORITY AND RESPONSIBILITY

1.1 Control Retained in Board

     WCCT,  acting  through its Board of Directors,  shall at all times exercise
sole control over the assets and operation of the HMO, and CHM shall perform the
functions  described in this Agreement to be performed by it in accordance  with
policies,  directives  and bylaws  adopted by WCCT.  WCCT  retains the  ultimate
authority and responsibility  regarding the powers,  duties and responsibilities
vested in WCCT by law and regulations.

1.2 Medical and Professional Matters.

     All medical and professional  policy matters shall be the responsibility of
WCCT. Policy recommendations shall be formulated by a Medical Advisory Committee
(MAC).   Committee   membership   will  include  the  WCCT   medical   director,
participating  physicians  and  others  as  specifically  appointed  to serve by
resolution of the WCCT Board of Directors.

1.3 Reports.

     CHM shall  present to the WCCT Board of Directors  reports on the financial
status of the HMO at each meeting,  financial  reports  required in Section 2.9,
periodic  written  progress  reports  summarizing  CHM  management  actions  and
results, such other reports as CHM may deem appropriate to keep WCCT informed as
to the status and  conditions  of the HMO, and such other  reports that WCCT may
reasonably  request.  CHM shall also  provide such reports as may be required by
any regulatory  agency having  jurisdiction  over WCCT. CHM shall notify WCCT of
any  and all  correspondence  and/or  determinations  of any  regulatory  agency
immediately upon receipt thereof by CHM.

                                  SECTION TWO:

                              MANAGEMENT OF THE HMO

2.1 Standards of Health Care

     CHM shall meet the  standards  set by WCCT for the operation of the HMO and
shall  manage and operate the HMO in  accordance  with the  policies  adopted by
WCCT.

2.2 Planning

     CHM will assist WCCT in reviewing short,  medium and long-range  objectives
of  the  HMO  and in  formulating  recommendations  with  respect  thereto.  2.3
Government Regulations On behalf of WCCT, CHM shall comply with the requirements
of any applicable statute,  ordinance,  law, rule,  regulation,  or order of any
governmental or regulatory body having jurisdiction.

     CHM shall notify WCCT of any and all  correspondences or communication from
any such regulatory  agency,  and shall make such  presentations to the Board of
WCCT with  regard to  communications  from  regulatory  agencies  as WCCT  shall
request.

2.4 State Certification

     CHM shall  supervise  and manage the  day-to-day  operations  of the HMO in
accordance  with the  standards  as set  forth by the State  Connecticut  and in
accordance with the policies adopted by WCCT.

2.5 Licenses and Permits

     CHM shall apply for, and exert its best effort to obtain and  maintain,  it
in the name of WCCT,  and at WCCT's  expense,  all  certificates,  licenses  and
permits  required in connection  with the  management  and operation of the HMO.
WCCT shall cooperate with CHM in applying for,  obtaining and  maintaining  such
certificates, licences and permits. 2.6 Confidentiality and Ownership of Records

     CHM shall protect the  confidentiality  of the records of the HMO and shall
comply with all applicable  federal,  state and local laws and regulations,  and
medical  ethical  standards,  relating  to the  records  of the HMO.  CHM hereby
acknowledges  that any and all records  maintained  by or on behalf of WCCT,  no
matter where such records are housed, shall be deemed to be in the possession of
WCCT, and to be the property of WCCT.

     Ownership of all records made by or on behalf of WCCT shall be in WCCT, and
physical custody of all records shall be transferred  immediately to WCCT in the
event this Agreement expires or is terminated for any reason.

2.7 Subscriber Services.

     CHM  shall  prepare  and  present  to  WCCT  an  annual  report  containing
recommendations  as to the  scope of  services  offered  by the HMO,  as well as
procedures  and policies and such other matters as CHM deems  appropriate  or as
shall be requested by WCCT,  including a management  summary of  complaints  and
grievances,   disposition   thereof  and   recommendations   for  improved  plan
management.

2.8 Preparation and Adoption of Annual Budget

     WCCT's  fiscal year shall  commence on January 1st and end on December 31st
of each year.  CHM shall  prepare an annual line item  budget  setting out major
operation  objectives,  anticipated  revenue,  expenses,  cash flow, and capital
expenditures  and shall cause the budget to be presented to WCCT sixty (60) days
prior to the  commencement of each fiscal year for its acceptance,  rejection or
modification.  Upon  adoption  of the  budget  by WCCT,  it  shall  serve as the
operating  budget of the HMO  during the  ensuing  year.  WCCT shall  review and
either accept or reject such budget within thirty (30) days of receipt  thereof.
If WCCT shall disapprove such budget, such disapproval shall specify those items
which are  disapproved  and CHM shall  resubmit an altered budget to WCCT within
fifteen  (15) days  incorporating  such changes as may be directed by the Board,
following  such  notice of  disapproval.  In the event of such  disapproval  and
resubmission, the previous year's budget shall continue in effect until approval
of the new budget.

     If at any time during the fiscal year there shall be a projected  or actual
deviation of more than ten percent  (10%) in any other line item in the approved
budget,  same shall be brought to the  attention  of the WCCT Board of Directors
immediately by CHM.

     If CHM deems it  necessary  to expend  additional  monies above ten percent
(10%) of the Board  approved  budgetary  allocation  for any line item,  it must
first receive the approval of the WCCT Board.

     CHM will  not be held  liable  for  budget  items  outside  of its  control
including  revenue and medical expense line items that are a function of outside
market conditions, etc.

2.9 Accounting Records

     CHM shall direct and maintain the operation of a suitable accounting system
and shall cause to be delivered to WCCT financial statements, as follows:

          (a)  within forty-five (45) days after the close of each quarter,  CHM
               will provide WCCT with a balance sheet and a related statement of
               revenue and expenses  showing the results of the HMO's operations
               for the preceding quarter and for the fiscal year-to-date.

          (b)  within ninety (90) days after the close of the fiscal year ending
               December  31st,  CHM shall  provide  to WCCT a balance  sheet and
               related  statement  of revenue  and  expenses  and  statement  of
               changes in financial  positions  showing the results of the HMO's
               operation  during the fiscal year all  audited by an  independent
               certified  public  accounting  firm retained by WCCT. If retained
               CPA firm fails to provide audited  statements  within ninety (90)
               days  after the close of the  fiscal  year and  failure  is not a
               fault  of CHM,  CHM  shall  not be held in  default  as a  result
               thereof.

     Notwithstanding  anything  contained  herein to the contrary,  CHM and WCCT
shall fully comply with Connecticut statutory deadlines for the filing of WCCT's
statutory financial statements.

2.10 Deposit and Disbursement of Funds

     Signatories  and  approvals  as to the  amounts on all  checks  shall be in
accordance  with the duly adopted written policy of WCCT, and WCCT shall reserve
the right of selecting and approving all financial  institutions utilized by CHM
for business transactions of WCCT.

2.11 Collection of Accounts

     Pursuant to collection policies  established from time to time by WCCT, CHM
shall  supervise  and direct the  collection  of all accounts due WCCT and shall
take all  reasonable  steps  necessary  to minimize the number and amount of bad
debts.

2.12 Legal Actions

     CHM shall,  under the overall  direction  and with prior  approval of WCCT,
initiate and pursue in the name of WCCT any and all legal actions or proceedings
necessary  to operate the HMO and protect the assets of WCCT.  Any and all legal
costs shall be solely borne by WCCT.

2.13 Rates

     CHM and WCCT recognize the importance of maintaining rates which enable the
HMO to meet its  obligations,  but  contain  the cost of health  care.  CHM will
recommend  rate  structures  to WCCT for  approval  which take into  account the
financial  obligations of the HMO and the importance of providing quality health
care at competitive cost.

2.14 Insurance

     CHM shall maintain, on WCCT's behalf, at WCCT's sole expense, and in WCCT's
name, general  liability,  insurance and professional  liability  insurance with
coverage of at least One Million  Dollars  ($1,000,000.00)  per  occurrence  and
Three Million Dollars  ($3,000,000.00)  in annual  aggregate.  In addition,  CHM
shall  maintain,  on WCCT's  behalf,  at  WCCT's  expense,  and in WCCT's  name,
directors and officers  insurance in the amount of at least One Million  Dollars
($1,000,000.00)  per occurrence  and Three Million  Dollars  ($3,000,000.00)  in
total.  CHM  shall not be  responsible  for  WCCT's  inability  to  obtain  such
insurance because of market conditions.

2.15 Marketing and Corporate Plan Strategy

     CHM shall direct the development and  implementation of a marketing program
for the HMO. Annually, this program shall be presented to the Board of Directors
for approval.  The scope for the marketing plan shall include development of new
sales and maintenance of existing membership as well as recommending  changes to
the HMO benefit plans. Within the marketing plan shall be quantifiable goals for
membership and penetration,  periodic updates shall be presented to the Board of
Directors  to advise  the  status of goals and any  necessary  modifications  to
planned  strategy to adapt to marketing  conditions.  Any and all marketing cost
shall be solely borne by WCCT.

2.16 Ancillary and Other Agreements

     CHM  shall,  in the name of and on  account  of WCCT,  and at  WCCT's  sole
expense,  negotiate and enter into such term agreements as it may deem necessary
or  advisable  for the  furnishing  of  utilities,  services,  concessions,  and
supplies for the maintenance and operation of the HMO including the rendering of
professional services,  except as set forth in Section 2.19. All such agreements
shall be approved by WCCT in accordance with Board policies. All such agreements
in excess of Fifty Thousand Dollars ($50,000.00) that have not received approval
within the annual operating budget must receive prior approval of the WCCT Board
of Directors.

2.17 Office Equipment, Furniture, Fixtures and Capital Improvements

     CHM shall  review  and make  recommendations  to WCCT  concerning  proposed
acquisitions of office  equipment  and/or  furniture or capital  improvements in
excess of Fifty Thousand Dollars ($50,000.00) to the HMO. For expenditures under
Fifty Thousand Dollars ($50,000.00), CHM will follow the approved capital budget
allocations. Upon approval for such expenditures,  CHM shall, in the name of and
at WCCT's sole expense, negotiate,  contract for, and supervise the satisfactory
delivery and/or installation of such property.

2.18 Information Services

     CHM will assist WCCT in developing a plan for continuous improvement of the
HMO's information system.  Proprietary software developed under the direction of
CHM will remain  property of CHM, but will be made available to WCCT  throughout
the term of this contract and for one (1) year after termination.

2.19 CHM Management Services and Expenses

     CHM, at WCCT's sole expense, except for those employees specifically stated
in 1.B. of this Agreement,  shall provide all necessary personnel to operate the
HMO  under  the  terms of this  Agreement  and the  directives  of the  Board of
Directors of WCCT. CHM will retain the ultimate responsibility to recruit, hire,
train,  promote,  assign,  set the  compensation  level and  discharge  all such
employees except as noted in Section 1.B. of this Agreement.

     As detailed under Section 1.A, of this Agreement, CHM at its expense, shall
provide WCCT with  necessary  executive  and  administrative  services  from its
corporate  headquarters  in  Tampa,  Florida,  to  assist  with  the  day-to-day
management of the HMO.

     CHM shall not be responsible for the cost of personnel  expenses (except as
set  forth  above);  expenses  relating  to  marketing  and  information  system
literature,  advertising,  insurance, travel, rent, utilities, telephone, office
supplies,  equipment (excluding  information system hardware) and;  professional
services (actuarial, legal, accounting, etc.).

2.20 Other Service Agreements

     This contract does not preclude WCCT from entering into specific agreements
with CHM and/or WCCT affiliated  companies for engagements  outside the scope of
this contract.  However, CHM will disclose any such relationship to the Board of
Directors and support will be provided  that  services  rendered are not part of
executive  management  services and are of a standard and cost  available in the
general market.  The WCCT Board will approve each agreement and will monitor its
progress on a regular basis.

                                 SECTION THREE:

                              INTENTIONALLY OMITTED

                                  SECTION FOUR:

                                  MISCELLANEOUS

4.1 Termination for Cause

     Either party may terminate this Agreement for cause as defined herein below
upon written  notice to the other party and the  Insurance  Commissioner  of the
State of Connecticut  within the designated  time periods.  This Agreement shall
terminate and be deemed  canceled,  without  financial  penalty to either WCCT's
board of directors or to WCCT, not more than sixty (60) days after  notification
to the  governing  authority  of  WCCT  and  CHM by  the  Connecticut  Insurance
Department  that WCCT is not providing  adequate care or otherwise  assuring the
health, safety and welfare of WCCT's enrollees.

     WCCT or the Insurance  Commissioner of the State of Connecticut  shall have
cause for termination if:

4.1.1 CHM shall fail to observe or perform any material covenant,  duty, or term
of this  Agreement,  and such default shall continue for a period of thirty (30)
days after written notice thereof by WCCT to CHM and the Insurance  Commissioner
of the State of Connecticut  provided  subsequent to the  aforementioned  thirty
(30) days,  WCCT gives fifteen (15) days written notice to CHM and the Insurance
Commissioner of the State of Connecticut of intent of such termination, or

4.1.2 CHM shall apply for or consent to the appointment of a receiver,  trustee,
or  liquidator  of CHM or of all or a  substantial  part of its  assets,  file a
voluntary  petition in bankruptcy,  or admit in writing its inability to pay its
debts  as  they  become  due,  make a  general  assignment  for the  benefit  of
creditors,  file a petition or an answer seeking  reorganization  or arrangement
with  creditors  or to take  advantage  of any  insolvency  law, or if an order,
judgment, or decree shall be entered by a court of competent jurisdiction, or on
the  application  of a  creditor,  adjudicating  CHM  bankrupt or  insolvent  or
approving a petition seeking reorganization of CHM or appointment of a receiver,
trustee,  or  liquidator  of CHM of all or a  substantial  part  of its  assets;
provided  WCCT gives  thirty (30) days written  notice to CHM and the  Insurance
Commissioner of the State of Connecticut of such termination, or

4.1.3  CHM is  managing  WCCT in  violation  of any  statute  or  administrative
regulation, including but not limited to statutory rules and regulations for the
State of Connecticut and all regulations  promulgated pursuant thereto,  subject
to thirty (30) days notice by WCCT to CHM and the Insurance  Commissioner of the
State of Connecticut.  If CHM fails to cure the violation within the thirty (30)
day  period,  or a longer  period  set by WCCT,  then  WCCT may  terminate  this
Agreement  upon  fifteen  (15)  days  written  notice  to CHM and the  Insurance
Commissioner  of the State of  Connecticut.  Written  notice from the  Insurance
Commissioner of the State of Connecticut that the HMO is being operated so as to
endanger WCCT's HMO certification  shall be final for purposes of permitting the
termination  of this  Agreement  with CHM by WCCT  subject  to thirty  (30) days
notice  by  WCCT  to  CHM  and  the  Insurance  Commissioner  of  the  State  of
Connecticut.

     CHM or the Insurance  Commissioner  of the State of Connecticut  shall have
cause for termination if:

4.1.4 WCCT shall default in the performance of any material covenant, agreement,
term,  or provision of this  Agreement  and such  default  shall  continue for a
period of sixty (60) days after written notice to the Insurance  Commissioner of
the  State of  Connecticut  from CHM  stating  the  specific  default;  provided
subsequent to the  aforementioned  sixty (60) days,  CHM gives fifteen (15) days
written  notice  to  WCCT  and  the  Insurance  Commissioner  of  the  State  of
Connecticut of such termination, or

4.1.5 WCCT shall apply for or consent to the appointment of a receiver, trustee,
or  liquidator  of WCCT or of all or a  substantial  part of its assets,  file a
voluntary  petition in bankruptcy,  or admit in writing its inability to pay its
debts as they come due, make a general  assignment for the benefit of creditors,
file  a  petition  or an  answer  seeking  reorganization  or  arrangement  with
creditors or to take advantage of any insolvency  law, or if an order,  judgment
or decree  shall be  entered  by any  court of  competent  jurisdiction,  on the
application  of a  creditor,  adjudicating  WCCT as  bankrupt  or  insolvent  or
approving  a  petition  seeking  reorganization  of  WCCT  or  appointment  of a
receiver,  trustee or liquidator of WCCT or of all or a substantial  part of the
assets of WCCT;  provided CHM gives thirty (30) days written  notice to WCCT and
the Insurance Commissioner of the State of Connecticut of such termination, or

4.1.6 WCCT shall fail to make  payment to CHM or to any assignee of CHM pursuant
to any  agreement  between WCCT and such assignee and does not make such payment
within sixty (60) days after written  notice to WCCT and Insurance  Commissioner
of the State of Connecticut;  provided  subsequent to the  aforementioned  sixty
(60)  days,  CHM gives  fifteen  (15)  days  written  notice to WCCT,  Insurance
Commissioner of the State of Connecticut of such termination.

4.2 Termination Without Cause

     WCCT shall have the right to terminate this Agreement  without cause at the
end of the five- year-term.  Six (6) months written notice shall be given to CHM
and Insurance Commissioner of the State of Connecticut of such termination.

4.3 Indemnification

     WCCT shall  indemnify  and save CHM  harmless  from and against any and all
claims or causes of action  arising  from  injuries  or  damages  to  persons or
property in connection  with the  operation of the HMO,  unless such injuries or
damages  resulted from (1) CHM acting  outside the scope of its authority  under
this  Agreement  or (2)  the  willful  misconduct  or  negligence  of CHM in the
management of the HMO.

     CHM shall  indemnify  and save WCCT harmless from and against any liability
resulting  from (1) CHM acting  outside  the scope of its  authority  under this
Agreement or (2) the willful  misconduct or negligence or CHM in the  management
of the Plan.  Nothing  herein shall  preclude WCCT from  asserting any claims or
suits against CHM which may arise out of CHM's management under this Agreement.

4.4 Arbitration

     In the event that any dispute  shall  arise with  regard to the  Agreement,
both  parties  agree  to  submit  the  matter(s)  in  controversy  to a Board of
Arbitrators consisting of three (3) members (one shall be selected by each party
to this  Agreement and these members in turn shall select a third  member).  The
Board  of  Arbitrators  so  constituted   shall  proceed  under  the  rules  and
regulations  of the American  Arbitration  Association.  Both parties  expressly
covenant and agree to be bound by the decision of the arbitrators and accept any
decision  by a  majority  of the  arbitrators  as a final  determination  of the
matter(s)  in  dispute.  The parties of this  Agreement  shall share the cost of
arbitration equally.  CHM shall provide notice to the Insurance  Commissioner of
the State of  Connecticut of all issues  preceding to arbitration  and copies of
all  decisions  pursuant to this  Paragraph  4.4.  Additionally,  the  Insurance
Commissioner  of the  State  of  Connecticut  shall  in no way be  bound  by any
arbitration decisions pursuant to this Paragraph 4.4.

4.5 Assignment

     CHM shall have the right to assign this Agreement to a corporation which is
a successor in interest of CHM upon the prior written  approval of WCCT, and the
Insurance  Commissioner  of the State of  Connecticut.  4.6 Hold  Harmless It is
understood  and agreed that CHM shall look solely to WCCT for  compensation  for
management  services provided to WCCT and at no time shall CHM seek compensation
for such services from members,  members'  family  members,  or any other person
acting  on  a  member's  behalf.  4.7  Membership   Responsibilities   for  WCCT
Obligations  The  membership  or  Board  of  WCCT  shall  not be  personally  or
individually liable for the payment of obligations of WCCT to CHM.

4.8 Notices

     Any notice of other  communication by either party to the other shall be in
writing  and shall be  delivered  personally  or  mailed,  postage  prepaid,  by
registered or certified mail, addressed as follows:

     To WCCT:                 WellCare of Connecticut, Inc.
                              130 Meadow Avenue
                              Newburgh, Connecticut 12550
                              Attn: Vice President

     To CHM:                  Comprehensive Health Management, Inc.
                              c/o Patel, Moore & O'Connor, P.A.
                              2240 Belleair Road, Suite 160
                              Clearwater, Florida, 333764
                              Attn: Sandip I. Patel, Esquire

or such other  address,  and to the attention of such other person or officer as
either party may designate in writing from time to time.

4.9 Modification and Changes

     CHM and WCCT mutually  recognize that it may be desirable to alter terms of
this  Agreement in the future to take into account such events or  conditions as
may from time to time occur.  Any changes to this  Agreement  must be in writing
and executed by both parties with the same formality as the within Agreement and
shall be  effective  only  with  the  prior  written  consent  of the  Insurance
Commissioner of the State of Connecticut.

4.10 Headings

     The headings contained herein are for the convenience of reference only and
are not  intended  to  define,  limit or  describe  the  scope or  intent of any
provision of the Agreement.

4.11 Confidentiality

     CHM and WCCT agree that the terms and  conditions of this  Agreement  shall
remain  confidential.  Neither CHM nor WCCT shall distribute this Agreement,  or
any part thereof, to any other party unless required by law or regulation.

4.12 Understanding and Agreements

     This  Agreement  constitutes  all of the  understandings  and agreements of
whatsoever nature or kind existing between the parties with respect to the HMO.


<PAGE>


4.13 Governing Law

     This Agreement shall be deemed to have been made and shall be construed and
interpreted in accordance with the laws of the State of Connecticut.

4.14 Governing Rules and Regulations

     This Agreement, to the maximum extent possible,  shall be interpreted so as
to be consistent with all rules and regulations of the State of Connecticut.

4.15  The  parties  hereto  acknowledge  that  the  responsibilities  of  WCCT's
governing authority are in no way obviated by entering into this Agreement.  Any
powers not  specifically  delegated  to CHM herein  remain with WCCT's  board of
directors.

WellCare of Connecticut, Inc.            Comprehensive Health Management, Inc.
(WCCT)                                   (CHM)
By: /s/ Craig Dupont                     By: /s/ Kiran C. Patel, M.D.
--------------------------               ----------------------------
Craig Dupont                             Kiran C. Patel, M.D.
President                                President

Date:  June 11, 1999                     Date:  June 11, 1999

Attest: /s/ Mary Lee Campbell-Wisley     Attest:  /s/ S. Patel