[DESCRIPTION]       MATERIAL CONTRACT

EX-10.56            Copy of Loan and Security Agreement
                    dated February 19, 1997 between
                    Primergy, Inc. and Registrant

              LOAN AND SECURITY AGREEMENT

     LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of
February 19, 1997, made by PRIMERGY, INC., a New York corporation
(the "Borrower"), having a principal place of business at 25
Barbarosa Lane, Kingston, New York 12401, in favor of THE WELLCARE
MANAGEMENT GROUP, INC. ("WCMG"), a New York corporation, having
its principal office at Park West/Hurley Avenue Extension,
Kingston, New York 12401, and WELLCARE MEDICAL MANAGEMENT, INC.
("WCMM"), a New York corporation, having its principal office at
Park West/Hurley Avenue Extension, Kingston, New York 12401
(collectively referred to as the "Lenders", and each may be
referred to as a "Lender").

                  W I T N E S S E T H:

     WHEREAS, Borrower has issued promissory notes in favor of
WCMG in the principal amounts of $2,099,083.00 and $215,000.00,
respectively (collectively, the "WCMG Notes") and issued a
promissory note in favor of WCMM in the principal amount of
$5,130,000.00 (the "WCMM Note", and along with the WCMG Notes,
collectively hereinafter referred to as the "Lender Notes" and the
indebtedness payable under the Lender Notes, including without
limitation the principal and interest thereunder, collectively,
the "Indebtedness"); and

     WHEREAS, the Lenders desire that the Borrower enter into
this Agreement to secure the Borrower's obligations to the
Lenders, including the Indebtedness, as evidenced by the Lender
Notes.

     NOW, THEREFORE, in consideration of the premises and to
secure the Borrower's obligations due to the Lenders, including
the Indebtedness, Borrower hereby agrees with the Lenders for
their benefit as follows:

I.  DEFINITIONS

     1.1  "COLLATERAL" means all of those present or future
assets, real or personal, of the Borrower, including without
limitation the Management Agreements, in which a security interest
is granted hereunder.

     1.2  "EVENT OF DEFAULT" means an event of the nature
specified in Article IV hereof.

     1.3  "LIABILITY" or "LIABILITIES" means any indebtedness of
the Borrower to any Lender, including without limitation the
Indebtedness, whether now or hereafter existing under the Lender
Notes, or hereafter existing pursuant to any future indebtedness
of the Borrower to any Lender.

     1.4  "LOAN DOCUMENTS" mean this Agreement and the Lender
Notes, and any amendments to or substitutions for any such
documents.

     1.5  "MANAGEMENT AGREEMENTS" mean those certain Management
Agreements attached as Exhibit A hereto among the Borrower and
certain third parties, which constitute all of the management
agreements to which the Borrower is a party.

     1.6  "UCC" means the Uniform Commercial Code as adopted and
in effect under the laws of the State of New York.

II.  COLLATERAL

     2.1  SECURITY INTEREST.  In order to secure the payment in
full of all Liabilities of the Borrower to the Lenders and the
prompt and faithful performance of all other covenants, agreements
and obligations of the Borrower under the Loan Documents, the
Borrower hereby grants to the Lenders a security interest in:
(i) all of the Borrower's accounts, equipment, inventory, general
intangibles, chattel paper, instruments, documents and other
property and assets (real or personal), whether presently owned by
Borrower or hereafter acquired and wherever located; (ii) all of
the products and proceeds of all of the foregoing Collateral
(including all proceeds of insurance policies covering the
Collateral) as well as all accessions, additions, substitutions,
replacements and increments thereto; and (iii) all books and
records, including without limitation, customer lists, credit
files, computer programs, print-outs, and other computer materials
and records of Borrower pertaining to any of the foregoing items
described in clauses (i) and (ii).

2.2  ASSIGNMENT OF MANAGEMENT AGREEMENTS.  Without limiting the
security interest granted in Section 2.1 hereof, in order to
secure the payment in full of all Liabilities of the Borrower to
the Lenders and the prompt and faithful performance of all other
covenants, agreements and obligations of the Borrower under the
Loan Documents, the Borrower hereby assigns, sets over, transfers
and pledges to the Lenders, and grants to the Lenders a security
interest in, all of Borrower's right, title and interest in the
Management Agreements and all replacements, renewals,
substitutions, and proceeds thereof, together with all rights
therein and all amounts payable thereunder, with full right on the
part of a Lender, in its own name or in the name of the Borrower,
to collect and enforce the Management Agreements by legal action,
proof of debt in bankruptcy or other liquidation proceedings, vote
in any proceeding for the arrangement at any time proposed, or
otherwise.

2.3  UCC TERMS.  As used herein, the terms accounts, equipment,
inventory, general intangibles, chattel paper, instruments,
documents and account debtor, shall have the meaning ascribed to
the respective terms in the UCC.

2.4  CONTINUING PERFECTION.  Borrower will perform any and all
steps requested by the Lenders to create and maintain in the
Lenders' favor a valid and perfected  security interest in the
Collateral, including without limitation, the execution, delivery,
filing and recording of financing statements and any other
documents necessary, in the opinion of the Lenders, to protect
their interest in the Collateral.

2.5  ATTORNEY-IN-FACT.  Borrower authorizes the Lenders and does
hereby make, constitute and appoint the Lenders, acting either
jointly or severally, and any officer or agent of the Lenders,
with full power of substitution, as the Borrower's true and lawful
attorney-in-fact, with power, in its own name or the name of the
Lenders, to: (a) do all acts and things which the Lenders may deem
necessary to perfect and to continue to perfect a security
interest in the liens provided for in this Agreement including,
but not limited to, executing financing statements on behalf of
the Borrower; (b) endorse any instrument of payment in respect of
the Management Agreements; (c) demand, collect, receipt for,
compromise, settle and sue for monies due in respect of the
Management Agreements, whether by legal action, proof of debt in
bankruptcy or other liquidation proceedings, or otherwise; and (d)
do, at the Lenders' option and at the Borrower's expense, all acts
and things which the Lenders determine necessary to protect,
preserve and realize upon the Collateral, all as fully and
effectually as the Lenders might or could do.

2.6  OBLIGATIONS OF LENDERS.  Notwithstanding anything contained
in this Agreement to the contrary, the Lenders shall have no
obligations or liabilities by reason of or arising out of this
Agreement, nor shall the Lenders be required or obligated in any
manner to perform any obligations of the Borrower in connection
with the Management Agreements.

III.  REPRESENTATIONS, COVENANTS AND WARRANTIES

     The Borrower represents, covenants and warrants to the
Lenders as follows:

3.1  GOOD STANDING.  The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the state
of New York.

3.2  TRADE NAMES.  There are no trade or fictitious names under
which the Borrower now conducts business or is registered in any
jurisdiction.

3.3  ASSETS.  There are no assets of the Borrower located outside
of the following counties of the State of New York (other than
goods in transit): Orange, Sullivan, Columbia, Greene, Ulster and
Dutchess.

3.4  SALES AND ENCUMBRANCES.  Without the prior written consent of
the Lenders, the Borrower shall not: (i) other than in the
ordinary course of business, sell, loan, lease, assign, transfer,
convey or alienate the Collateral or any portion thereof, or any
interest therein; (ii) suffer or permit any mortgage lien,
security interest, encumbrance or charge of any character upon or
against the Collateral (other than the security interest granted
herein); and (iii) cancel or terminate any contract that is
Collateral (including without limitation the Management
Agreements) or consent to or accept any cancellation or
termination thereof.

3.5  PAYMENTS UNDER MANAGEMENT AGREEMENTS.  Borrower may not,
without the express written consent of the Lenders, receive and
retain for its own account or the account of any other person, any
payments or prepayments of any kind whatsoever under the
Management Agreements; and any such payments and prepayments
actually received by the Borrower shall be held in trust for the
Lenders and not commingled with any other funds of the Borrower,
and shall be delivered forthwith to the Lenders for application to
the Liabilities.

3.6  CORPORATE AUTHORITY.  The Borrower has the corporate power to
execute, deliver and carry out this Agreement and the Loan
Documents and its Board of Directors has duly authorized and
approved the terms of this Agreement and the Loan Documents and
the taking of any and all action contemplated herein by the
Borrower.

3.7  NO VIOLATION.  The execution of this Agreement and the Loan
Documents, and the performance by the Borrower of its obligations
hereunder and thereunder, do not, at the date of execution hereof,
violate the charter or by-laws of the Borrower, or violate and/or
create a breach or default under any agreement or undertaking to
which the Borrower is a party or by which it is bound, including
without limitation, any agreement or undertaking with the Key Bank
of New York ("Key Bank").

3.8  NO LITIGATION.  There are no judgments against the Borrower
as of the date of this Agreement and no material litigation or
administrative proceeding before any governmental body is
presently pending now, or to the knowledge of the Borrower,
threatened, against the Borrower or any of its property.

3.9  GOOD TITLE.  On the date of this Agreement, the Borrower has
good and valid title to all of the Collateral, free and clear of
any mortgage, pledge, lien, security interest, encumbrance, charge
or title retention or other security agreement or arrangement of
any character whatsoever, except the preexisting security
interests granted to WCMM and Key Bank.  The Lenders acknowledge
that the Borrower intends to grant a first priority security
interest in its assets to FPA Medical Management, Inc. ("FPA"),
which security interest will be pari passu with the first priority
security interest in the Borrower's assets previously granted by
the Borrower to Key Bank.

3.10  CONTRACTS IN FULL FORCE AND EFFECT.  On the date of this
Agreement, all of the Borrower's contracts that are Collateral,
including without limitation the Management Agreements, are in
full force and effect and to the best of Borrower's knowledge,
binding upon and enforceable against all parties thereto in
accordance with their respective terms.  On the date of this
Agreement, no defaults exist under said contracts by any party
thereto.

3.11  PLACE OF OFFICE, RECORDS, INVENTORY AND EQUIPMENT. Borrower
represents that its only office, which is the only location where
it keeps its records concerning its accounts, the only location of
its inventory and equipment and the only location from which it
conducts business, is located at the address for the Borrower set
forth in the first paragraph of this Agreement.

3.12  CONTROL OF ACCOUNTS.  Upon the occurrence of an Event of
Default: (i) the Lenders shall have the right at any time and from
time to time, without notice, to notify account debtors of the
Borrower to make payments to the Lenders; to endorse all items of
payment which may come into its hands payable to the Borrower; to
take control of any cash or non-cash proceeds of accounts and of
any returned or repossessed goods; to compromise, extend or renew
any account or deal with it as it may deem advisable; to make
exchanges, substitutions or surrenders of Collateral and to notify
the postal authorities, after an Event of Default, to deliver all
mail, correspondence or parcels addressed to the Borrower to the
Lenders at such address as the Lenders may choose; and (ii)
Borrower herewith appoints each of the Lenders or their designees
as attorney-in-fact to endorse the Borrower's name on any checks,
notes, acceptances, drafts or any other instrument or document
requiring said endorsement and to sign the Borrower's name on any
invoice or bills of lading relating to any account, or drafts
against its customers, or schedules or confirmatory assignment on
accounts, or notices of assignment, financing statements under the
UCC, and other public records, and in verification of accounts and
in notices to account debtors.

3.13  INSPECTION.  The Lenders or their designated representatives
shall have the right, at any time or times during Borrower's usual
business hours, to inspect the Collateral, all records related
thereto (and to make extracts from such records) and the premises
upon which any of the Collateral is located, to discuss the
Borrower's affairs and finances with any person and to verify in
any manner the Lenders deems advisable, the amount, quality,
quantity, value and condition of, or any other matter relating to,
the Collateral.

3.14  DUTY TO UPDATE.  In the event that any of the
representations, covenants or warranties of the Borrower contained
herein ceases to be true in any respect, the Borrower shall
immediately inform the Lenders of such situation and provide all
details relating thereto.

3.15  NO CONSENT REQUIRED.  The execution of this Agreement and
the Loan Documents, and the performance by the Borrower of its
obligations hereunder and thereunder, do not, at the date of
execution hereof, require the consent, approval or act of, or the
sending of any notice to, any person or entity, including without
limitation Key Bank.

IV.  EVENTS OF DEFAULT

     The occurrence of any of the following shall constitute an
Event of Default:

4.1  NON-PERFORMANCE.  Failure on the part of Borrower to perform
any term, covenant or condition contained in any of the Loan
Documents, including, but not limited to, the payment of any
Liability when due.

4.2  MISREPRESENTATION.  Any representation, covenant or warranty
made by Borrower in this Agreement, or in any of the Loan
Documents, shall have proved to have been inaccurate in any
material respect as of the date or dates with respect to which it
is deemed to have been made.

4.3  INSOLVENCY.  Borrower shall have applied for or consented to
the appointment of a custodian, receiver, trustee or liquidator of
all or a substantial part of its assets; a custodian shall have
been appointed with or without consent of Borrower; Borrower is
generally not paying its debts as they become due; has made a
general assignment for the benefit of creditors; has been
adjudicated insolvent; or has filed a voluntary petition in
bankruptcy, or a petition or an answer seeking reorganization or
an arrangement with creditors or to take advantage of any
insolvency law, or an answer admitting the material allegations of
a petition in any bankruptcy, reorganization or insolvency pro-
ceeding; or taken corporate action for the purpose of effecting
any of the foregoing; or an order, judgment or decree shall have
been entered, without the application, approval or consent of
Borrower by any court of competent jurisdiction approving a
petition seeking reorganization of Borrower, or appointing a
receiver, trustee, custodian or liquidator of Borrower, or a
substantial part of its assets; or a petition in bankruptcy shall
have been filed against Borrower; or if an Order for Relief has
been entered under the Bankruptcy Code for Borrower; or if the
Borrower shall have suspended the transaction of its usual
business.

4.4  JUDGMENT OR LIEN.  Entry of a judgment, issuance of any
garnishment, attachment or distraint, the filing of any lien or of
any governmental attachment against any property of Borrower,
except the preexisting liens held by WCMM and Key Bank.  The
Lenders acknowledge that the Borrower intends to grant a lien
against its assets to FPA.

4.5  ADVERSE CHANGE.  The determination by the Lenders that a
Material Default has occurred or that there is a material adverse
change in the business or financial condition of Borrower.  A
"Material Default" means any default having a material adverse
effect on the contractual relationship between the Borrower and
third parties.

V.  CONSEQUENCE OF EVENT OF DEFAULT

     In case any Event of Default shall have occurred, then and in
every such Event of Default, the Lenders may take any or all of the
following actions, at the same time or at different times:

5.1  ACCELERATION.  Declare all amounts owing the Lenders from the
Borrower under the Loan Documents to be forthwith due and payable,
whereupon all such sums shall forthwith become due and payable,
without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower.

5.2  RIGHTS UNDER MANAGEMENT AGREEMENTS.  The Lenders, with or
without notice to the Borrower and without demand of performance or
other demand, may forthwith exercise all rights of the Borrower
under the Management Agreements available under law, and may sell,
assign, contract to sell or otherwise dispose of and deliver the
Management Agreements as the Lenders may deem best, for cash or on
credit or for future delivery, and otherwise to exercise any and all
rights afforded to a secured party under the UCC or other applicable
law.  The proceeds of any collection, recovery, receipt,
appropriation, realization, disposition or sale of the Management
Agreements shall be applied as follows:

     First, to the cost and expenses of every kind incurred in
connection therewith or incidental to the collection of payments or
the care, safekeeping or otherwise of the Management Agreements or
the preparing for the sale, selling and the like, or in any way
relating to the rights of the Lenders hereunder, including the
reasonable attorneys' fees and legal expenses incurred by the
Lenders;

     Second, to the satisfaction of the Liabilities;

     Third, to the payment of any other amounts required by
applicable law; and

     Fourth, to the Borrower to the extent of any surplus proceeds.

If the payments received by the Lenders under the Management
Agreements, or upon the sale, lease or other disposition of the
Management Agreements and the proceeds thereof are insufficient to
pay all amounts to which the Lenders are legally entitled, the
Borrower will be liable for the deficiency, together with interest
thereon, at the rate prescribed in the Promissory Note, and the
reasonable fees of any attorneys employed by the Lenders to collect
such deficiency, to the extent permitted by applicable law, the
Borrower waives all claims, damages and demands against the Lenders
arising out of the receipt of payments under the Management
Agreements or the sale of the Management Agreements.

5.3  POSSESSION.  Except as set forth in Section 5.2 hereof as to
the Management Agreements, proceed with or without judicial process
to take possession of all or any part of the Collateral and the
Borrower agrees that upon receipt of notice of the Lenders'
intention to take possession of all or any part of said Collateral,
the Borrower will do everything reasonably necessary to assemble the
Collateral and make the same available to the Lenders at a place to
be designated by the Lenders.  The Borrower hereby waives any and
all rights it may have, by statute, constitution or otherwise to
notice or a hearing to determine the probable cause of the Lenders
to obtain possession, by Court proceedings or otherwise, of the
Collateral.

5.4  METHODS OF SALE.  So long as the Lenders act in a commercially
reasonable manner, the Lenders may assign, transfer and deliver at
any time or from time to time the whole or any portion of the
Collateral or any rights or interest therein in accordance with the
UCC, and without limiting the scope of the Lenders' rights
thereunder, the Lenders may sell the Collateral at public or private
sale, or in any other manner, at such price or prices as the Lenders
may deem best, and either for cash or credit, or for future
delivery, at the option of the Lenders, in bulk or in parcels and
with or without having the Collateral at the sale or other
disposition.  The Lenders shall have the right to conduct such sales
on the Borrower's premises or elsewhere and shall have the right to
use the Borrower's premises without charge for such sales for such
time or times as the Lenders may see fit.  The Lenders are hereby
granted a license or other right to use, without charge, the
Borrower's labels, patents, copyrights, rights of use of any name,
trade secrets, trade names, trademarks and advertising matter, or
any property of a similar nature, as it pertains to the Collateral,
in advertising for sale and selling any Collateral and the
Borrower's rights under all licenses and franchise agreements shall
inure to the Lenders' benefit.  The Borrower agrees that a
reasonable means of disposition of accounts shall be for the Lenders
to hold and liquidate any and all accounts.  In the event of a sale
of the Collateral, or any other disposition thereof, the Lenders
shall apply all proceeds first to all costs and expenses of
disposition, including attorneys' fees, and then to the Liabilities
of the Borrower to the Lenders.

5.5  ATTORNEYS' FEES AND EXPENSES.  Add to the Liabilities of
Borrower, the Lenders' expenses to obtain or enforce payment of any
Liabilities and to exercise any of their other rights under the Loan
Documents, including without limitation, fees and expenses of
counsel.
VI.  MISCELLANEOUS

6.1  SUBORDINATION.  Notwithstanding anything contained in this
Agreement to the contrary, each Lender hereby agrees that (a) the
priority of the lien under this Agreement is junior and subordinate
to any security interests now or hereafter granted by Borrower to
Key Bank or FPA regardless of the order of attachment or perfection
of any such security interest and (b) Lender's rights and remedies
under this Agreement are subordinate to the rights and remedies of
Key Bank and FPA under any security agreement now or hereafter
entered into between Key Bank and Borrower or FPA and Borrower. 
Each Lender hereby agrees to execute any documents necessary to
effect this provision promptly upon the request of Borrower, Key
Bank or FPA.

6.2  NO WAIVER.  The Borrower agrees that no delay on the part of
the Lenders in exercising any power or right hereunder or any other
Loan Document shall operate as a waiver of any such power or right,
preclude any other or further exercise thereof, or the exercise of
any other power or right.  No waiver whatsoever shall be valid
unless in writing signed by the Lenders and then only to the extent
set forth therein.

6.3  WAIVER OF NOTICE.  The Borrower waives presentment, dishonor
and notice of dishonor, protest and notice of protest by the
Lenders.

6.4  LAW OF NEW YORK.  This Agreement and the rights of the parties
hereto shall be governed by and construed in accordance with the
internal laws (as opposed to the conflicts of law provisions) of the
State of New York.

6.5  JURISDICTION.  The Borrower hereby irrevocably consents to the
nonexclusive jurisdiction of the Courts of the State of New York or
any Federal Court in such State in connection with any action or
proceeding arising out of or related to this Agreement or any of the
Loan Documents.  In any such litigation, the Borrower waives
personal service of any summons, complaint or other process and
agrees that service of any summons, complaint or other process may
be made by certified or registered mail to it, at the address
provided herein.  THE BORROWER WAIVES TRIAL BY JURY IN ANY
LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE
LOAN DOCUMENTS.

6.6  SUCCESSORS OR ASSIGNS.  This Agreement and all other Loan
Documents shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, administrators,
executors, legal representatives, successors and assigns.

6.7  RIGHTS CUMULATIVE.  The rights and remedies herein expressed or
in any other Loan Document to be vested in or conferred upon the
Lenders shall be cumulative and shall be in addition to and not in
substitution for or in derogation of the rights and remedies
conferred upon secured creditors by the UCC or any other applicable
law.

6.8  NOTIFICATION OF DISPOSITION OF COLLATERAL.  Any notification of
a sale or other disposition of the Collateral or of any other action
by the Lenders required to be given by the Lenders to the Borrower
will be sufficient if given personally or mailed to the Borrower, by
registered or certified mail (return receipt requested), to the
address set forth for the Borrower in the first paragraph of this
Agreement not less than five (5) days prior to the day on which such
sales or other disposition will be made and such notification shall
be deemed reasonable notice, notwithstanding Section 6.8 hereof.

6.9  ADDRESS FOR NOTICE.  All notices and other communications
hereunder shall be of no force or effect unless in writing and shall
be deemed given when delivered personally (including by express
courier) or, if mailed by registered or certified mail (return
receipt requested), five (5) calendar days after having been so
mailed, to the parties at their respective addresses set forth in
the first paragraph hereof (or at such other address for a party as
shall be specified by like notice).  Notice given by any other means
shall be deemed given upon actual receipt.

6.10  TITLES.  The titles and headings indicated herein are inserted
for convenience only and shall not be considered a part of this
Agreement or in any way limit the construction or interpretation of
this Agreement.

6.11  COUNTERPARTS.  This Agreement may be signed in one or more
counterparts which, taken together, shall constitute one and the
same document.

     IN WITNESS WHEREOF, the Lenders have executed and delivered
this Agreement and the Borrower has caused this Agreement to be
executed and delivered by its proper and duly authorized officer as
of the day and year first above written.

PRIMERGY, INC.

BY:  /s/ Richard B. Weininger, M.D.
     Richard B. Weininger, M.D.


THE WELLCARE MANAGEMENT GROUP, INC.

BY:  /s/ Joseph R. Papa
     Joseph R. Papa

WELLCARE MEDICAL MANAGEMENT, INC.

BY:  /s/ Marystephanie Corsones
     Marystephanie Corsones

<PAGE>
SCHEDULE A

                   AGREEMENT BETWEEN
              KINGSTON FAMILY MEDICINE, PC
                          AND
           WELLCARE MEDICAL MANAGEMENT, INC.

     AGREEMENT made this 8th day of October, 1992, between WellCare
Medical Management, Inc., a New York business corporation having its
principal office at 130 Meadow Avenue, Newburgh, New York 12550
(hereinafter referred to as the "Company"); and Kingston Family
Medecine, P.C., a professional services corporation having an office
at 51 Hurley Avenue, Kingston, New York 12401 (hereinafter referred
to as the "P.C.").

                  W I T N E S S E T H:

     WHEREAS, P.C. is a New York professional services corporation
rendering professional services through employees and independent
contractors who are duly licensed to practice medicine in the State
of New York; and

     WHEREAS, Company is a New York corporation in the business of
providing management, administration, and other services, facilities
and equipment to persons and entities engaged in the private
practice of medicine; and

     WHEREAS, P.C. and Company desire to enter into an agreement
under which Company will make available certain managerial,
administrative and other services relating to the maintenance of its
office and to the non-professional aspects of the P.C.'s medical
practice (hereinafter referred to as the "Services").

<PAGE>
                  MANAGEMENT AGREEMENT

     AGREEMENT made this 2 day of October, 1993, between WellCare
Medical Management, Inc., a New York business corporation having its
principal office at 130 Meadow Avenue, Newburgh, New York 12550
(hereinafter referred to as the "Company"); and Catskill Medical
Associates, P.C., a professional services corporation having an
office at 140 Pine Street, Kingston, New York 12401 (hereinafter
referred to as the "P.C.").

                  W I T N E S S E T H:

     WHEREAS, P.C. is a New York professional services corporation 
rendering professional services through employees and independent
contractors who are duly licensed to practice medicine in the State
of New York; and

     WHEREAS, Company is a New York corporation in the business of
providing management, administration, and other services, facilities
and equipment to persons and entities engaged in the private
practice of medicine; and

     WHEREAS, P.C. and Company desires to enter into an agreement
which Company will make available certain managerial, administrative
and other services relating to the maintenance of its office and to
the nonprofessional aspects of the P.C.'s medical practice
(hereinafter referred to as the "Services").

<PAGE>
                   AGREEMENT BETWEEN
              WELLCARE FAMILY MEDICINE, PC
                          AND
           WELLCARE MEDICAL MANAGEMENT, INC.

     AGREEMENT made this 8 day of October 1992, between WellCare
Medical Management, Inc., a New York business corporation having its
principal office at 130 Meadow Avenue, Newburgh, New York 12550
(hereinafter referred to as the "Company"); and WellCare Family
Medicine, P.C., a professional services corporation having an office
at 40 Sunset Ridge, New Paltz, New York 12561 (hereinafter referred
to as the "P.C.").

                  W I T N E S S E T H:

     WHEREAS, P.C. is a New York professional services corporation
rendering professional services through employees and independent
contractors who are duly licensed to practice medicine in the State
of New York; and

     WHEREAS, Company is a New York corporation in the business of
providing management, administration, and other services, facilities
and equipment to persons and entities engaged in the private
practice of medicine; and

     WHEREAS, P.C. and Company desire to enter into an agreement
under which Company will make available certain managerial,
administrative and other services relating to the maintenance of its
office and to the non-professional aspects of the P.C.'s medical
practice (hereinafter referred to as the "Services").

<PAGE>
                  MANAGEMENT AGREEMENT
                        BETWEEN
                     PRIMERGY, INC.
                          AND
             VALLEY MEDICAL SERVICES, P.C.

     This Agreement is made and entered into as of this first day
of October, 1995, by and between Valley Medical Services, PC, a
professional corporation organized under the laws of the State of
New York (hereinafter referred to as "VMS") and PrimErgy, Inc., a
New York State health management company (hereinafter referred to as
"PrimErgy").

     WHEREAS, VMS has contracted with physicians, both primary and
specialty care, to arrange for health care services under a risk
contract; and

     WHEREAS, VMS will solicit with third party payors to establish
risk or a global budget contract for the provision of health care
services; and

     WHEREAS, VMS desires to engage PrimErgy to perform management
services described in "Attachment A".

     NOW, THEREFORE, VMS hereby agrees to contract with PrimErgy to
supervise and manage the day-to-day operations and to perform the
specific functions and contract services set forth in this
Agreement.  The Board of Directors of VMS has duly authorized the
execution and performance of this Agreement and the Agreement is a
valid and binding agreement.

1.   As compensation for services rendered, VMS shall pay PrimErgy
the following:
     A.   The sum of 1.5% of the monthly capitation received from
          each third party payor up to a maximum monthly fee per
          payor of Fifty Thousand ($50,000) Dollars.  Monthly fee
          shall cover all services provided by PrimErgy to VMS
          from its corporate staff located in Kingston, New York. 
          This shall include, but not be limited to:

          *         Board/advisory committee management
          *         Case management services
          *         Outcome review
          *         Presentation of utilization management
                    report
          *         Extended member education, including home
                    visits
          *         Concurrent review of inpatient admissions
          *         Special data reporting
     B    The cost for all employees for the day-to-day operations
          of VMS shall be the responsibility of PrimErgy, except
          for the employees allocated for administrative functions
          as defined in "Attachment A", as well as board or
          advisory committee stipends or related expenses.  VMS
          board shall authorize administrative function expenses
          as a total cost in the annual line item budget.  The
          budget shall depict employees as either full-time, part-time or 
          regionally shared positions and will include a
          fixed twenty percent (20%) charge on gross salaries to
          cover fringe benefits, taxes, and bonus arrangements. 
          If PrimErgy deems it necessary to expend additional
          monies above ten percent (10%) of the Board approved
          budgetary allocation for personnel expenses, it must
          first receive the approval of the VMS Board.

                  MANAGEMENT AGREEMENT
                        BETWEEN
                     PRIMERGY, INC.
                          AND
            HUDSON VALLEY FAMILY HEALTH, PC

     This Agreement is made and entered into as of this first day
of October, 1995, by and between Hudson Valley Family Health, PC, a
professional corporation organized under the laws of the State of
New York (hereinafter referred to as "HVFH") and PrimErgy, Inc., a
New York State health management company (hereinafter referred to as
"PrimErgy").

     WHEREAS, HVFH has contracted with physicians, both primary and
specialty care, to arrange for health care services under a risk
contract; and

     WHEREAS, HVFH will solicit with third party payors to
establish risk or a global budget contract for the provision of
health care services; and

     WHEREAS, HVFH desires to engage PrimErgy to perform management
services described in "Attachment A".

     NOW, THEREFORE, HVFH hereby agrees to contract with PrimErgy
to supervise and manage the day-to-day operations and to perform the
specific functions and contract services set forth in this
Agreement.  The Board of Directors of HVFH has duly authorized the
execution and performance of this Agreement and the Agreement is a
valid and binding agreement.

     1.   As compensation for services rendered, HVFH shall pay
          PrimErgy the following:

          A.        The sum of 1.5% of the monthly capitation
received from each third party payor up to a maximum monthly fee per
payor of Fifty Thousand ($50,000) Dollars.  Monthly fee shall cover
all services provided by PrimErgy to HVFH from its corporate staff
located in Kingston, New York.  This shall include, but not be
limited to:

*    Board/advisory committee management
*    Case management services
*    Outcome review
*    Presentation of utilization management report
*    Extended member education, including home visits
*    Concurrent review of inpatient admissions
*    Special data reporting

          B.        The cost for all employees responsible for
the day-to-day operations of HVFH shall be the responsibility of
PrimErgy, except for the employees allocated for administrative
functions as defined in "Attachment A", as well as board or advisory
committee stipends or related expenses.  HVFH board shall authorize
administrative function expenses as a total cost in the annual line
item budget.  The budget shall depict employees as either full-time,
part-time or regionally shared positions and will include a fixed
twenty percent (20%) charge on gross salaries to cover fringe
benefits, taxes, and bonus arrangements.  If PrimErgy deems it
necessary to expend additional monies above ten percent (10%) of the
Board approved budgetary allocation for personnel expenses, it must
first receive the approval of the HVFH Board.