[DESCRIPTION]       MATERIAL CONTRACT

EX-10.33b           Copy of Employment and Consulting Agreement
           Relating to Marystephanie Corsones dated
           March 3, 1997

          EMPLOYMENT AND CONSULTING AGREEMENT
           RELATING TO MARYSTEPHANIE CORSONES

     This memorandum dated as of March 3, 1997, sets forth the
terms and conditions of the  Employment and Consulting Agreement
("Agreement") between Marystephanie Corsones on her own behalf and
on behalf of her estate, heirs, executors, administrators,
attorneys, successors and assigns (hereinafter collectively referred
to as "Corsones"), and The WellCare Management Group, Inc.
("WellCare"), WellCare of New York, Inc. ("WCNY") and WellCare of
Connecticut, Inc. ("WC Conn") and their parent(s), agencies,
subsidiaries, related companies and divisions and their respective
successors, assigns (hereinafter collectively referred to as the
"WellCare Entities"), and the WellCare Entities' representatives,
agents, officers, directors, shareholders, and employees, whether
current and former (hereinafter collectively referred to as the
"WellCare Officers and Directors").

     WHEREAS, Corsones and the WellCare Entities  agree that
Corsones will resign as Chief Financial Officer of WellCare and as
a Director of WellCare as of April 1, 1997, and that from April 2, 
1997 through and including May 23, 1997 she will hold the position
of Senior Advisor for Strategic Planning at WellCare;

     WHEREAS, the WellCare Entities wish to retain Corsones as a
consultant to WellCare from May 24, 1997 through and including May
23, 1998.

     NOW, THEREFORE, in consideration of the mutual covenants and
undertakings set forth herein, Corsones and the WellCare Entities
and WellCare Officers and Directors agree as follows:

     1.    The employment contract dated May 23, 1994 and
amended on January 1, 1995,  March 7, 1996, and June 10, 1996 (the
"CFO Employment Contract"), will be terminated  and Corsones will
resign all officer positions and directorships in the WellCare
Entities as of April 1, 1997.  Corsones represents that she is
aware of nothing that will prevent her from fulfilling her duties
as CFO through and including March 31, 1997 or that would prevent
the WellCare Entities from making all necessary filings with the
Securities and Exchange Commission as scheduled during March 1997
or her from signing any such filings in her capacity as Director
and Chief Financial Officer, including but not limited to the
filing of the 1996 10K Report.

     2.    As of April 2, 1997, Corsones will assume the
position of Senior Advisor for Strategic Planning at WellCare. 
Corsones will be employed as the Senior Advisor for Strategic
Planning ("SASP") at WellCare from April 2,  1997 through and
including May 23, 1997 (the "SASP Employment Term").  

     3.    During the SASP Employment Term Corsones will render
full-time professional services to WellCare in the capacity of
SASP.    She will, throughout the SASP Employment Term,
faithfully, industriously, and to the best of her ability, perform
all duties that may be required of her by virtue of her position
to the reasonable satisfaction of WellCare's Chief Executive
Officer ("CEO"), President, and Board of Directors.

     4.    During the SASP Employment Term Corsones will be
compensated by WellCare at her current salary rate and on the same
payment schedule as in effect under the CFO Employment Contract.
     
     5.    WellCare shall pay on behalf of Corsones $14,000 on
December 31, 1997, December 31, 1998, December 31, 1999, and
December 31, 2000 into the same tax deferred annuity which it
funded pursuant to the CFO Employment Contract ("Tax Deferred
Annuity Payments").  The Tax Deferred Annuity Payments  are
subject to acceleration pursuant to paragraphs 8(a) and (c), 12,
14, and 15 below.
 
     6.    During the SASP Employment Term Corsones shall also
be entitled to the following:

        (a)  All benefits as detailed in WellCare's Personnel
Policy and Practices Manual, subject to any additions, deletions,
or modifications that may be made to such benefits by WellCare to
the benefits offered to its employees as a whole. 

        (b)  Three days of vacation time (which shall not
effect the salary to which Corsones is due under paragraph 4
above), life insurance in the amount of $250,000, and long-term
disability insurance coverage of the same kind and amount as she
was receiving under the CFO Employment Contract.

        (c)  Sixty (60) days of compensation at a rate of sixty
percent (60%) of base salary in the event of prolonged inability
to work due to the result of sickness or injury, provided that all
other compensatory accrued time has been utilized. This
compensation will be paid during the qualifying event period which
must be completed in order for payment of benefits pursuant to the
corporate enhanced long-term disability insurance to be commenced.
WellCare shall reserve the right to require documentation to
verify Corsones' inability to function as the SASP.

        (d)  Full reimbursement for all professional society
memberships and dues and for subscriptions to  professional
journals, up to a maximum amount of $250.

        (e)  Reimbursement for  travel, lodging, and meals
associated with attendance at the 1997 IFA Conference up to a
maximum of $800.
     
        (f)   After expiration of the lease on the company
automobile Corsones currently drives, a $600 per month car
allowance and all other automobile benefits provided for under
WellCare's automobile policy.

        (g)  A cellular telephone and computer equipment of the
same type and on the same terms as provided for under the CFO
Employment Contract. 

        (h)  The Stock Appreciation Rights as provided under
the CFO Employment Contract. 

        (i)  Stock Options as provided under the CFO Employment
Contract. 
 
     7.    During the SASP Employment Term Corsones shall
devote all of her time, attention, knowledge, and skill solely and
exclusively to the business and interest of WellCare which shall
be entitled to all of the benefits, emoluments, profits, or other
issue arising from or incident to any and all work, services, and
advice of Corsones; and Corsones expressly agrees that during the
SASP Employment Term  she will not be interested, either directly
or indirectly, in any form, fashion or manner, as partner,
officer, director, stockholder, advisor, employee, or in any other
form or capacity, in any physician management company, Health
Maintenance Organization, PPO, PHO, IPA, Integrated Delivery
System, health insurance company or other health organization that
competes directly with the WellCare Entities within their service
area without the written consent of  WellCare (which consent shall
not be unreasonably withheld), provided that nothing herein
contained shall be deemed to prevent or limit the right of
Corsones to invest any of her funds in up to 5% of  the capital
stock or other securities of any corporation,  nor shall anything
herein contained be deemed to prevent Corsones from investing or
limit Corsones' right to invest her funds in real estate or other
similar investments.

     8. The following sets forth the terms and conditions for
the termination of Corsones as SASP:   

        (a)  Corsones will be expected to abide by the policies
established by WellCare's Board of Directors.  Should Corsones
intentionally and materially fail to follow these policies or to
be materially and grossly negligent in performing her duties, or
to be guilty of criminal conduct in connection with her duties,
WellCare shall have the right to terminate her as the SASP at any
time (the reasons for such termination hereinafter referred to as
"For Cause" and the termination a "For Cause Termination").  If
Corsones is terminated For Cause, WellCare shall not be required
to provide any period of notice nor shall WellCare be responsible
for paying any more salary, or providing any more life or
disability insurance; WellCare will, however, be obligated to make
the remaining Tax Deferred Annuity Payments set forth above in
paragraph 5 within ten (10) days of such termination. 

        (b)  Should WellCare, at its discretion, change
Corsones' duties so it can be reasonably found that she is no
longer performing the duties of SASP, Corsones shall have the
right to terminate her own employment as SASP by written notice
delivered to WellCare's CEO, such notice to be given thirty (30)
days before termination. Upon termination by Corsones pursuant to
this subparagraph and the completion of the thirty-day notice
period, WellCare shall continue to pay Corsones salary for thirty
(30) days, shall provide for Corsones' life, disability,  health
insurance, and automobile lease allowance as set forth in
paragraph 6 of this Agreement for the remaining portion of the
SASP Employment Term, and shall make all remaining Tax Deferred
Annuity Payments as set forth in paragraph 5 above. 

        (c)  A "Change of Control Event" is defined as the
occurrence of either (i)  acquisition by  a person or entity or
any group of affiliated persons or entities (as defined by CFR
230.405) of 25% or more of the common shares of WellCare, other
than as a result of the conversion of the convertible note issued
to The 1818 Fund II, L.P., or (ii) the change in the composition
of the WellCare Board  by 25%, not including the changes effected
by the anticipated resignation of three current inside members of
the Board of Directors (including Corsones herself) or of the
addition of the Directors contemplated to be added pursuant to the
agreement between WellCare and The 1818 Fund II, L.P.  If a Change
of Control Event occurs during the SASP Employment Term, WellCare
shall make all remaining Tax Deferred Annuity Payments as set
forth in paragraph 5 above within ten (10) days of written demand
by Corsones to the CEO of WellCare.  WellCare will continue to be
obligated to provide Corsones with all other benefits and payments
incident to her employment as SASP as and when they become due. 
        
        (d)  The termination of Corsones as the  SASP (whether
effected by Corsones or WellCare and regardless of cause) shall
have no effect on the validity of or obligations under the
consulting arrangement set forth in this Agreement.
        
     9.    From May 24, 1997 through May 23, 1998  (the
"Consultant Period"), WellCare will retain Corsones as a
consultant.  During the Consultant Period Corsones shall be
available to perform services to WellCare related to accounting,
tax,  financial, and strategic planning issues as may be
reasonably requested by WellCare's CEO, President, or Chief
Financial Officer.  She will work on an "as needed" basis and will
not be obligated to appear at the WellCare offices except when and
as her duties require such presence.  Corsones shall not be
obligated to render services for more than 35 hours per week
except upon mutual agreement between Corsones and WellCare.
  
     10.            During the Consultant Period, Corsones shall also be
entitled to the following:

        (a)  A consulting fee of $112,500 to be paid ratably on
a semi-monthly basis.  WellCare shall issue a Form 1099 with
respect to these payments.  WellCare will not withhold or pay on
behalf of Corsones federal, state or local income tax or payroll
tax of any kind.  Corsones shall not be treated as an employee
during the Consultant Period for tax purposes or any other
purpose. 

        (b)  Four weeks of vacation time (which shall not
effect the consulting fees to which Corsones is due under
paragraph 10(a) above), and life insurance in the amount of
$250,000 of the same kind and amount as she has received under the
CFO Employment Contract.

        (c)  A long-term disability policy with the same
benefit levels, and same terms with respect to time lapse to the
commencement of payouts and length of benefit payouts as provided
under the CFO Employment Contract.

        (d)  Compensation at a rate of sixty percent (60%) of
the ratable portion of the consulting fee in the event of
prolonged inability to work due to the result of sickness or
injury, provided that all other compensatory accrued time has been
utilized.  This compensation will be paid only during the
qualifying event period (if any) which must be completed in order
for the corporate enhancement feature of the long-term disability
insurance to be initiated.  WellCare reserves the right to require
documentation to verify Corsones' inability to function in the
consultant  position.

        (e)  Full reimbursement for all professional society
memberships and dues and for subscriptions to  professional
journals, up to a maximum amount of $1,000.
     
        (f)  A $600 per month car allowance and all other
automobile benefits provided for under WellCare's automobile
policy.

        (g)  Health benefits to Corsones and her covered
beneficiaries in the manner and to the same degree as provided for
under the CFO Employment Contract.

        (h) The cellular telephone and computer equipment of
the same type and on the same terms as currently provided under
the CFO Employment Contract. 
        
     11.   During the Consultant Period  or from May 24, 1997
through the termination of the consulting relationship (whichever
is shorter), Corsones expressly agrees that she will not be
interested, either directly or indirectly, in any form, fashion or
manner, as partner, officer, director, advisor, employee, or in
any other form or capacity,  in any physician management company,
Health Maintenance Organization, PPO, IPA, PHO, integrated
delivery service, health insurance company or other health
organization that competes directly with the WellCare Entities
within their  service area, without the written consent of
WellCare (which consent shall not be unreasonably withheld),
provided that nothing contained herein shall be deemed to prevent
or limit the right of Corsones to invest any of her funds in up to
5% of the  capital stock or other securities of any corporation,
nor shall anything herein contained be deemed to prevent Corsones
from investing or limit Corsones' right to invest her funds in
real estate or other similar investments.

     12.            If, during the Consultant Period, WellCare should
determine that it no longer wishes to retain the consulting
services of Corsones, it may terminate the consulting
relationship.  However, upon such termination, all consulting fees
for the remainder of the Consultant Period, and the Tax Deferred
Annuity Payments will immediately become due and payable; WellCare
will also continue to be obligated to provide all benefits set
forth in paragraph 10 above throughout the remaining portion of
the Consultant Period, except for the cellular telephone and
computer equipment. 
        
     13.   At the end of the Consultant Period or at the
termination of the consulting relationship (whichever is earlier),
Corsones shall have the option of buying the computer equipment at
fair market value.

     14.   If, during the Consultant Period a Change of Control
Event occurs, WellCare shall make all remaining Tax Deferred
Annuity Payments as set forth in paragraph 5 above within ten (10)
days of written demand by Corsones to the CEO of WellCare.
WellCare will also be obligated to provide Corsones with all
benefits incident to her consultancy as and when they become due,
except that at such time as Corsones exercises her option to
terminate as provided for in paragraph 15, WellCare will be
obligated only to provide those remaining benefits set forth in
paragraph 15 below as and when they become due and the accelerated
Tax Deferred Annuity Payments as set forth in this paragraph.
 
     15.   If, during the Consultant Period a Change of Control
Event occurs, Corsones shall have the right to terminate her
consulting relationship by written notice delivered to the  CEO of
WellCare, such notice to be given thirty (30) days before
termination. Upon termination by Corsones pursuant to this
paragraph and the completion of the thirty-day notice period,
WellCare shall (i) make all Tax Deferred Annuity Payments as
provided in paragraph 14, (ii) continue to pay Corsones'  ratable
consulting fee for thirty (30) days, and  (iii) provide for
Corsones'  life, disability, health insurance, and automobile
allowance  as provided in paragraph 10 of this Agreement through
and including May 23, 1998.  Notwithstanding such termination by
Corsones, she shall retain any Stock Appreciation Rights, Rights
to Stock Options, or Vested Stock Options given to her under the
CFO Contract or during her employment as SASP.  The Rights to
Stock Options and Vested Stock Options are subject to the terms of
the option agreement(s) now in effect. 

     16.   Corsones shall have the right to terminate her
consultancy at any time for any reason on thirty (30) days written
notice.  At the end of the notice period (except where a Change of
Control Event precedes the termination as provided in paragraph 15
above), all of WellCare's obligations to pay the consulting fee
and any other benefits will cease except that WellCare shall
continue to be obligated to make any remaining Tax Deferred
Annuity Payments and Corsones shall retain any Stock Appreciation
Rights, Rights to Stock Options, or Vested Stock Options given to
her under the CFO Contract or during her employment as SASP. The
Rights to Stock Options and Vested Stock Options are subject to
the terms of the option agreement(s) now in effect. 
 
     17.            WellCare shall consult with and allow Corsones and
her attorneys to review and comment on the content and timing of
any press releases concerning her, including but not limited to
(1) her employment, (2) any termination of or retirement from  her
employment, (3) any reassignment of her duties with WellCare, or
(4) this Agreement.  Such consultation and review shall occur
before the press release is issued.  WellCare shall permit
Corsones to announce to the staff of WellCare on behalf of
WellCare the changes in her employment status effected by this
Agreement.

     18.            Nothing in this Agreement shall affect Corsones'
rights to indemnification under the Certificate of Incorporation
and Bylaws of WellCare and Article 7 of the New York Business
Corporation Law, as Article 7 may be amended and supplemented or
by any successor thereto, in connection with any action (civil or
criminal) or investigation (regulatory or otherwise) for which
Corsones may be entitled to indemnification.  To the extent that
Corsones may be entitled to such indemnification, WellCare
expressly approves Corsones' retention of Shaw, Pittman, Potts &
Trowbridge to represent her.  WellCare also agrees to pay
Corsones' attorneys' fees and expenses incurred in connection with
entering into this Agreement.

     19.   Corsones hereby releases the WellCare Entities and the
WellCare Officers and Directors from any and all liability for any
claims known to her as of the date of  her execution of this
Agreement for discrimination on the basis of race, color, sex,
national origin, religion, disability, age, marital status and
veteran status, including but not limited to any claims arising
under Title VII of the Civil Rights Act of 1964, the Civil Rights
Act of 1866, the Civil Rights Act of 1991, the Age Discrimination
in Employment Act of 1967, as amended by the Older Workers Benefit
Protection Act of  1990, the Family and Medical Leave Act of 1993,
the Americans With Disabilities Act of 1990, the Fair Labor
Standards Act of 1938, the New York State Human Rights Law, and
the New York City Human Rights Law.  This release expressly does
not include a release of Corsones' rights of indemnification as
set forth in this Agreement, the Certificate of Incorporation and
Bylaws of the WellCare Entities and New York and federal law, or
any other terms of this Agreement which require future performance
or a release of any claims she might have against the WellCare
Entities or the WellCare Officers and Directors relating to the
action captioned In re The WellCare Management Group, Inc.
Securities Litigation 96-CV-0521 (TJM/DRH).  This Agreement does
not constitute any admission by the WellCare Entities or the
WellCare Officers and Directors that they have violated any such
law or legal obligation with respect to any aspect of Corsones'
employment.

     20.   Corsones represents, warrants, and acknowledges that
the WellCare Entities owe her no wages, commissions, bonuses, sick
pay, personal leave pay, severance pay, vacation pay, tuition
reimbursement, or other compensation or payments or forms of
remuneration of any kind or nature, other than that specifically
provided for in this Agreement and other than $5,769.23, in
payment for 100 vacation  hours owed to Corsones by WellCare,
which payment shall be made to Corsones on or before May 23, 1997.

     21.   The WellCare Entities represent and agree that they
have not (a) filed or caused any officer or director of the
WellCare Entities to file any lawsuits against Corsones in any
court whatsoever; or (b)  filed or caused any officer or director
of the WellCare Entities to  file any charges or complaints
against Corsones with any municipal, state, or federal agency
charged with the enforcement of any law.

     22.   Corsones represents and agrees that she has not: 
(a) filed or caused to be filed any lawsuits against the WellCare
Entities or the WellCare officers and directors in their corporate
capacities in any court whatsoever; or (b) filed or caused to be
filed  any charges or complaints against the WellCare Entities or
WellCare officers and directors in their corporate capacities with
any municipal, state or federal agency charged with the
enforcement of any law.

     23.   Corsones agrees that, except as may be necessary in
connection with litigation or other proceedings in which she may
be involved, she will not disclose, or cause to be disclosed in
any way, any confidential information, trade secrets or other
proprietary information which Corsones in any way acquired during
her employment or consultancy with the WellCare Entities.  If
Corsones believes disclosure of such information is necessary in a
litigation or other proceeding, she will, at the request of the
WellCare Entities  cooperate with the WellCare Entities  to try to
limit such disclosure, if possible.  In connection with litigation
or other proceedings, Corsones and the WellCare Entities will
cooperate with one another and share documents and other materials
to the extent reasonably requested by the other.

     24.   The WellCare Entities and the WellCare Officers and
Directors acknowledge that as of the date of this Agreement
Corsones has been a loyal, conscientious, and valued employee and
Director of  the WellCare Entities and that they will provide 
Corsones with positive references in the event such is requested
of them by Corsones or by a potential employer of Corsones.  The
WellCare Entities agree that neither they nor  the WellCare
Officers and Directors in their corporate capacities will
disparage or criticize Corsones in speech or in writing, except as
may be necessary in any future litigation between the parties to
this Agreement.

     25.   Corsones agrees that she shall not disparage or
criticize the WellCare Entities or officers or directors of the
WellCare Entities in their corporate capacities in speech or in
writing, except as may be necessary in any future litigation
between the parties to this Agreement.

     26.   It is understood and agreed that all books,
handbooks, manuals, files, notes, papers, memoranda, letters,
facsimile, or other communications which Corsones has in her
possession that were written, authorized, signed, received or
transmitted in connection with her employment with WellCare from
May 1994 through March 1996 (as well as the period prior to May
1994 when she was engaged as a consultant) are and remain the
property of WellCare and as such are not to be removed from the
WellCare Entities' offices without the prior written approval of
WellCare's Chief Operating Officer.  In addition any such
materials (including any and all copies thereof), which Corsones
possess, but which are not in the offices of the WellCare
Entities, are to be returned immediately.  Notwithstanding this
paragraph, Corsones will be permitted to remove from the premises
or retain in her possession any documents protected by the
attorney-client privilege (except where the privilege belongs to
the WellCare Entities) or by the attorney work-product privilege
(except where the privilege belongs to the WellCare Entities).

     27.   The failure of Corsones or the WellCare Entities to
insist upon strict adherence to any term of the Agreement on any
occasion shall not be considered a waiver thereof or deprive that
party of that right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.

     28.   Corsones acknowledges that she has been offered more
than twenty-one (21) days from the date she received this
Agreement within which to consider its terms, and that she has
been advised that during such period she should consult an
attorney regarding the terms of this Agreement.  Corsones
acknowledges that she has consulted with and been advised by
attorneys of her own choosing regarding the terms of this
Agreement.  Corsones further acknowledges that her signature below
indicates that she is entering into this Agreement freely,
knowingly and voluntarily with a full understanding of its terms. 
The terms of this Agreement shall not become effective or
enforceable until seven (7) days following the date of its
execution, during which time Corsones may revoke the Agreement by
notifying the WellCare Entities and the WellCare Officers and
Directors in writing, by registered letter delivered to the
attention of the undersigned representative of the WellCare
Entities, provided, however, that Corsones acknowledges that her
resignation as Chief Financial Officer and Director shall become
effective April 1, 1997 and that her assumption of the position as
SASP shall become effective April 2, 1997.  This Agreement
constitutes the entire agreement between Corsones and the WellCare
Entities and WellCare Officers and Directors, and supersedes and
cancels all prior oral and written agreements, if any, between
Corsones and the WellCare Entities and the WellCare Officers and
Directors.
     
     29.   If any of the provisions, terms or clauses of this
Agreement are declared illegal, unenforceable or ineffective in a
legal form, those provisions, terms and clauses shall be deemed
severable, such that all other provisions, terms and clauses of
this Agreement shall remain valid and binding upon both parties.

     30.   Corsones acknowledges and agrees that the restrictions
and agreements contained in paragraphs 7 and 11 of this Agreement,
in view of the nature of Corsones' position and of the WellCare
Entities' business, are reasonable and necessary in order to
protect the WellCare Entities' legitimate interests, and that any
violation thereof would result in irreparable injuries to the
WellCare Entities which would not be readily ascertainable or
compensable in terms of money, and therefore Corsones further
acknowledges that, in the event Corsones violates any of these
restrictions, the WellCare Entities shall be entitled to obtain
from any court of competent jurisdiction temporary, preliminary
and permanent injunctive relief as well as damages, which rights
shall be cumulative and in addition to any other rights or
remedies to which it may be entitled.  Corsones further agrees
that if it is determined that she has materially breached the
terms of any or all of the aforesaid paragraphs, the WellCare
Entities shall be entitled to recover from Corsones all costs and
reasonable attorneys' fees incurred as a result of the WellCare
Entities' attempt to redress such breach or to enforce the
WellCare Entities' rights and protect the WellCare Entities'
legitimate interests.  If it is determined that Corsones has not
materially breached the terms of any or all of the aforesaid
paragraphs, Corsones shall be entitled to recover all costs and
reasonable attorneys' fees incurred as a result of the litigation
by the WellCare Entities.

     31.   The law of the State of New York will control any
questions concerning the validity and the interpretation of this
Agreement, without regard to principles of conflicts of law.

     32.   Should a dispute arise as to the interpretation,
implementation, or performance of this Agreement, the parties
agree to submit the dispute to, and be bound by the decision of, a
panel of three arbitrators, one to be selected by each party and
the third to be selected by the first two.  If the two party-selected 
arbitrators cannot agree on a third arbitrator, then the
president of JAMS/Endispute Inc. shall select the third arbitrator
under its rules. The arbitration shall commence within twenty-one
(21) days after selection of the third arbitrator.  The
arbitration shall be a private arbitration conducted by reference
to the rules of the American Arbitration Association.  The parties
to this Agreement shall share the cost of arbitration equally. 
The arbitrators shall render their award promptly after the
closing of the hearing.

     33.   This Agreement shall be binding upon and inure to the
benefit of the WellCare Entities and the WellCare Officers and
Directors, their successors and assigns, and shall inure to the
benefit of and be binding upon Corsones, her administrators,
executors, legatees, heirs and assigns.
    
     34.      This Agreement may not be changed or altered,
except by a writing signed by Corsones and an authorized officer
of each of the WellCare Entities.

Dated:  March 3, 1997

/s/ Marystephanie Corsones
MARYSTEPHANIE CORSONES



STATE OF NEW YORK             )
                              ) ss:
COUNTY OF ULSTER              )

     On this 3rd day of March, 1997, before me personally came
Marystephanie Corsones, to me known to be the individual described
in the foregoing instrument, who executed the foregoing instrument
in my presence, and who duly acknowledged to me that she executed
the same.

                         /s/ Marianne Gilday
                         Notary Public

                         MARIANNE GILDAY
                         Notary Public, State of New York
                         Reg. # 4917920
                         Qualified in Ulster County
                         Commission Expires January 19, 1998


                         THE WELLCARE MANAGEMENT GROUP, INC.

Dated:  March 3, 1997         By:  /s/ Joseph Papa
                         Name:  Joseph Papa
                         Title: President and COO


STATE OF NEW YORK             )
                              ) ss:
COUNTY OF ULSTER              )

     On this 3rd day of March, 1997, before me personally came
Joseph Papa, to me known, who being by me duly sworn, did depose
and say that he is President and COO of The WellCare Management
Group, Inc., the corporation described in and which executed the
foregoing instrument; that he is duly authorized to execute said
instrument on behalf of said corporation, and that she/he executed
said instrument pursuant to that authority.

                         /s/ Jeannine G. Earl
                         Notary Public

                         JEANNINE G. EARL
                         Notary Public, State of New York
                         No. 4937485
                         Qualified in Ulster County
                         Commission Expires July 25, 1998

                         WELLCARE OF NEW YORK, INC.

Dated: March 3, 1997               By:  /s/ Joseph Papa
                              Name: Joseph Papa
                         Title: President

STATE OF NEW YORK             )
                              )  ss:
COUNTY OF ULSTER              )

     On this 3rd day of March, 1997, before me personally came
Joseph Papa,, to me known, who being by me duly sworn, did depose
and say that he is the President of WellCare of New York, Inc.,
the corporation described in and which executed the foregoing
instrument; that she is duly authorized to execute said instrument
on behalf of said corporation, and that she executed said
instrument pursuant to that authority.

                         /s/ Jeannine G. Earl
                         Notary Public

                         JEANNINE G. EARL
                         Notary Public, State of New York
                         No. 4937485
                         Qualified in Ulster County
                         Commission Expires July 25, 1998

                         
                         WELLCARE OF CONNECTICUT, INC.

Dated:  March 4, 1997         By:  /s/ Douglas Hayward
                         Name:  Douglas Hayward
                         Title: President


STATE OF CONNECTICUT          )
                         ) ss:
COUNTY OF NEW HAVEN      )

     On this 4 day of March, 1997, before me personally came
Douglas Hayward, to me known, who being by me duly sworn, did
depose and say that he is the President of The WellCare Management
Group, Inc., the corporation described in and which executed the
foregoing instrument; that he is duly authorized to execute said
instrument on behalf of said corporation, and that he executed
said instrument pursuant to that authority.

                         /s/ Pasquale Nuzzolillo
                         Notary Public

                         My Commission Expires Aug. 31, 1999