<PAGE>

                                                                    EXHIBIT 10.8

                          EQUITY AND WARRANT AGREEMENT

         This EQUITY AND WARRANT AGREEMENT (this "Agreement"), dated as of July
31, 2002, is entered into among WellCare Holdings, LLC, a Delaware limited
liability company (the "Company"), and Kiran C. Patel, M.D., Pradip C. Patel and
Rupesh Shah, each a resident of the State of Florida (each a "Holder" and
collectively the "Holders").

                                    RECITALS

         A.       Reference is hereby made to the Amended and Restated Limited
Liability Company Agreement of the Company, dated as of the date hereof, as
amended from time to time (the "LLC Agreement").

         B.       Pursuant to that certain Contribution and Warrant Purchase
Agreement, dated as of the date hereof, between the Company and WellCare
Acquisition Company, a wholly-owned subsidiary of the Company ("Buyer"), as of
immediately prior to the effectiveness of this Agreement, Buyer has purchased
from the Company, and the Company has sold to Buyer, the Warrants (as herein
defined).

         C.       Pursuant to that certain Purchase Agreement, dated as of May
17, 2002 (the "Purchase Agreement"), by and among Well Care HMO, Inc.,
HealthEase of Florida, Inc., Comprehensive Health Management, Inc.,
Comprehensive Health Management of Florida, L.C. (collectively, the "Well Care
Group"). Buyer, the Holders and the other parties named therein, if any, each of
the Holders is hereby being transferred warrants to acquire Class B Common Units
(as such term is defined in the LLC Agreement) as partial consideration for the
sale of such Holder's shares of capital stock of and/or other equity securities
in the Well Care Group.

         D.       In consideration of such transfer of warrants, each Holder
agrees to abide by the obligations imposed under this Agreement.

         E.       The execution and delivery of this Agreement by each Holder is
a condition precedent to the obligation of the Company to consummate the
transactions contemplated by the Purchase Agreement.

         NOW, THEREFORE, in consideration of the covenants and promises set
forth herein, and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the parties), intending to be
legally bound hereby, the parties agree as follows:

         1.       Defined Terms. Capitalized terms used and not otherwise
defined in this Agreement shall have the respective meanings ascribed thereto in
the Purchase Agreement.

         2.       Warrants; Warrant Units.

                  (a)      Grant of Warrants. The Company (on behalf of the
Buyer) hereby transfers to the Holders warrants (collectively, the "Warrants")
to purchase 6,861.111 Class B Common Units (the "Warrant Units") at an exercise
price of $1,000 per Class B Common Unit

<PAGE>

(the "Exercise Price"), which Warrants are allocated among the Holders as set
forth on Schedule A attached hereto. The Warrants will be exercisable at any
time during the period beginning on the date thirty (30) days after the date
hereof and ending on the date ten years after the date hereof (the "Exercise
Period").

                  (b)      Termination of the Warrants. Any and all Warrants
which have not been exercised as of immediately after the expiration of the
Exercise Period shall immediately terminate and be canceled and may not be
exercised thereafter under any circumstance.

                  (c)      Procedure for Exercise. At any time during the
Exercise Period, any Holder may exercise all (and not less than all) of the
Warrants owned by such Holder by delivering written notice of exercise to the
Company, together with payment in full of the aggregate Exercise Price of the
Warrant Units being purchased. Payment of such Exercise Price shall be made in
cash (by check, money order or wire transfer of immediately available funds) or
by executing and delivering to the Company a Non-Recourse Promissory Note with a
principal amount equal to such Exercise Price substantially in the form attached
hereto as Exhibit A. In addition, in connection with any exercise of any
Warrants, the applicable Holder will execute and deliver to the Company an
appropriate joinder to the LLC Agreement as required by the LLC Agreement.

                  (d)      Net Issue Exercise.

                           (i)      In lieu of exercising the Warrants on a cash
                                    basis pursuant to Section 2(c) hereof, any
                                    Holder may elect to exercise all (and not
                                    less than all) of the Warrants owned by such
                                    Holder during the Exercise Period on a
                                    net-issue basis by electing to receive the
                                    number of Warrant Units which are equal in
                                    value to the value of the Warrants owned by
                                    such Holder at the time of any such net-
                                    issue exercise, by delivering written notice
                                    of such net-issue exercise to the Company.

                           (ii)     In the event that any Holder shall elect to
                                    exercise the Warrants owned by such Holder
                                    on a net-issue basis pursuant to this
                                    Section 2(d) the Company shall issue to such
                                    Holder the number of Warrants Units
                                    determined in accordance with the following
                                    formula:

                                                X   =   Y(A-B)
                                                        ------
                                                           A

                                    X    =   the number of Warrant Units to be
                                             issued to such Holder in connection
                                             with such net-issue exercise.

                                       2
<PAGE>

                                    Y    =   the aggregate number of Warrant
                                             Units which would be issued if such
                                             Holder exercised such Warrants on a
                                             cash basis pursuant to Section 2(c)
                                             hereof.

                                    A    =   the Fair Market Value of a Warrant
                                             Unit.

                                    B    =   the Exercise Price in effect as of
                                             the date of such net- issue
                                             exercise (as adjusted pursuant to
                                             the terms hereof).

                  (e)      Fair Market Value. For purposes of Section 2(d)
hereof, the term "Fair Market Value" of any Warrant Unit, as of any given date
shall be the purchase price for such Warrant Unit which a willing buyer having
all relevant knowledge would pay a willing seller for such Warrant Unit in an
arm's-length transaction, as determined in good faith by the Company's board of
directors (the "Board") in accordance with valuation procedures which the Board
reasonably determines to be appropriate; provided, that (x) if such Fair Market
Value is being determined in connection with an Initial Public Offering (as such
term is defined in the LLC Agreement), then the offering price of such Initial
Public Offering will be used by the Board to determine such Fair Market Value
and (y) so long as such Warrant Unit is a Class B Common Unit, (i) the impact of
Section 10.2(b) of the LLC Agreement will be taken into account and (ii) except
as otherwise provided in clause (i) above, all Common Units (as such term is
defined in the LLC Agreement) shall be valued equally.

                  (f)      Record Ownership of Warrant Units. The Warrant Units
shall be deemed to have been issued, and the person in whose name any
certificate or instrument representing Warrant Units shall be issuable upon the
exercise of the Warrants (who shall be the person who owns the Warrants upon
their exercise) shall be deemed to have become the holder of record of (and
shall be treated for all purposes as the record holder of) the Warrant Units
represented thereby, immediately prior to the close of business on the date upon
which the Warrants are exercised in accordance with the terms hereof.

         3.       Restricted Units. For purposes of this Agreement, the term
"Restricted Units" means (i) all Class B Common Units or other equity securities
of the Company (or its successors) issued upon the proper exercise of any
Warrant and (ii) all equity securities issued with respect to the equity
securities referred to in clause (i) above by way of stock or unit dividend or
other distribution, or stock or unit split, or in connection with any
combination of shares or units, or in connection with any recapitalization,
merger, consolidation or other reorganization. The Restricted Units shall be
subject to the restrictions described in this Agreement.

         4.       Nontransferability. Neither any Warrants nor any Restricted
Units may be assigned, sold, transferred, exchanged, given, devised, pledged,
hypothecated or otherwise encumbered or disposed by any Holder, either
voluntarily or involuntarily by operation of law (including any transfer
pursuant to equitable distribution proceedings or pursuant to a divorce decree)
during the Restricted Period, except as otherwise specifically provided in this
Section 4. The provisions of this Section 4 shall not apply to the transfer or
re-transfer of any Warrants or Restricted Units by the Holder to or for the
benefit of (a) any spouse, parent, child, grandchild or lineal descendant
(including adopted children and step children) of the Holder (including

                                       3
<PAGE>

trustee(s) of a trust for the benefit of the Holder or any of the foregoing) and
(b) any legal representative, devisee or heir of the Holder upon his death;
provided, however, that in each such case all such transferees shall take such
Warrants and/or Restricted Units subject to all restrictions, terms, and
conditions of this Agreement and shall execute and deliver to the Secretary of
the Company a written agreement, in form and substance reasonably satisfactory
to the Company, to be bound by and comply with the provisions of this Agreement
prior to acquiring such Warrants and/or Restricted Units, and there shall be no
further transfer of such Warrants and/or Restricted Units except in accordance
with this Agreement.

         5.       Lapse of Restricted Period. The period during which the
Warrants and the Restricted Units are subject to the restrictions set forth in
Section 4 hereof (the "Restricted Period") shall commence on the date hereof and
shall lapse upon the closing of a public offering pursuant to a registration
statement filed with the Securities and Exchange Commission, and declared
effective under the Securities Act of 1933, as amended, covering the offer and
sale of common equity for the account of the Company (or any of its successors
or subsidiaries as described in Section 12.16 of the LLC Agreement).

         6.       Organic Change. Any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of the
Company's assets or common equity securities or other transaction which is
effected in such a way that holders of Class B Common Units are entitled to
receive (either directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for Class B Common Units is referred to
herein as an "Organic Change." Except as otherwise provided herein, after the
consummation of any Organic Change, to the extent applicable each Warrant for
Warrant Units shall thereafter be exercisable for, rather than the applicable
Warrant Units immediately theretofore acquirable and receivable upon exercise of
such Warrant, such shares of stock, securities or assets (including cash) as may
be issued or payable with respect to or in exchange for the number and class of
Warrant Units immediately theretofore acquirable and receivable upon exercise of
such Warrant had such Organic Change not taken place. The Company shall provide
each holder of any Warrant with written notice within five (5) days after the
occurrence of any Organic Change, which notice shall describe in reasonable
detail, such Organic Change and the effect of such Organic Change on the
Warrants.

         7.       Adjustment for Change in Class B Common Units. In the event of
a recapitalization, reorganization or unit split, combination of units,
consolidation or merger which affects the number of outstanding Class B Common
Units, the Company shall, in order to prevent the dilution or enlargement of
rights under any Warrant, make appropriate changes in the number and type of
securities or other consideration covered by any unexercised Warrant which has
not expired and its Exercise Price as the Company determines, in good faith, to
be appropriate and equitable and shall promptly give notice, in reasonable
detail, of such changes to each holder of Warrants.

         8.       Rights as a Member. Except for the restrictions set forth
herein, upon the issuance of Class B Common Units to a Holder upon the exercise
of any Warrants, such Holder shall have all the rights and duties of a Member
(as such term is defined in the LLC Agreement) with respect to the Class B
Common Units owned by him, including, without limitation, the right to receive
distributions made in respect of the Class B Common Units.

                                       4
<PAGE>

         9.       Certain Acknowledgments; Injunctive Relief.

                  (a)      Each Holder acknowledges that the obligations of the
Holders under this Agreement are reasonable and necessary to protect the Company
and its legitimate business interests, notwithstanding any rights, powers or
privileges that may be afforded to Members, whether by law, agreement or
otherwise.

                  (b)      Each Holder further acknowledges and agrees that the
Company will be irreparably harmed and that damages alone cannot adequately
compensate the Company in the event of the breach of any of the obligations of
any Holder under this Agreement, and that injunctive relief against such Holder
is essential for the protection of the Company. Each Holder therefore agrees
that, in addition to any other rights or remedies that the Company may have at
law or in equity, the Company shall be entitled as a matter of right to
injunctive relief in any court of competent jurisdiction, plus attorneys' fees
actually incurred for the securing of such relief, in any proceeding which may
be brought to enforce any provision contained in Section 3 of this Agreement,
without the necessity of proof of actual damages.

         10.      Restrictive Legend. Any certificate issued to a Holder in
respect of Restricted Units shall be registered in the name of such Holder and
shall bear the following (or a similar) legend:

                  "THE VOTING, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION
                  OR OTHER ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS
                  CERTIFICATE IS SUBJECT TO THE TERMS OF AN EQUITY AND WARRANT
                  AGREEMENT BETWEEN WELLCARE HOLDINGS, LLC AND THE HOLDER OF
                  RECORD OF THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES
                  REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH
                  AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH
                  AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE
                  HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF
                  WELLCARE HOLDINGS, LLC."

         11.      Issuance of New Certificates. To the extent applicable, upon
the lapse of the Restricted Period the Company shall, if requested in writing by
a Holder, issue or have issued new certificates without the legend described in
Section 10 of this Agreement in exchange for those previously issued.

         12.      General.

                  (a)      Notices. All notices, requests and other
communications hereunder must be in writing and will be deemed to have been duly
given only if delivered personally against written receipt or by facsimile
transmission against facsimile confirmation or mailed by internationally
recognized overnight courier prepaid, to the parties at the following addresses
or facsimile numbers:

                                       5
<PAGE>

                  If to any Holder to:

                           c/o Sandip I. Patel, Esq.
                           1408 North Westshore Boulevard, Suite 611
                           Tampa, FL 33607
                           Facsimile No.: (813) 289-8849

                  with a copy to:

                           Foley & Lardner
                           100 North Tampa Street, Suite 2700
                           Tampa, FL 33602-5804
                           Facsimile No.: (813) 221-4210
                           Attention: Martin A. Traber, Esq.

                  If to the Company to:

                           WellCare Holdings, LLC
                           67 East 11th Street, Suite 318
                           New York, NY 10003
                           Facsimile No.: (212) 388-1659
                           Attn: Todd Farha, Chief Executive Officer

                  with a copy to:

                           Brobeck, Phleger & Harrison LLP
                           2100 Reston Parkway, Suite 203
                           Reston, VA 20191
                           Facsimile No.: (703) 621-3001
                           Attention: Thaddeus Bereday, Esq.

                                    and

                           Kirkland & Ellis
                           153 East 53rd Street
                           New York, NY 10022-4675
                           Facsimile No.: (212) 446-4900
                           Attention: W. Brian Raftery, Esq.

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section 12(a), be deemed given
upon delivery, (ii) if delivered by facsimile transmission to the facsimile
number as provided for in this Section 12(a), be deemed given upon facsimile
confirmation, and (iii) if delivered by overnight courier to the address as
provided in this Section 12(a), be deemed given on the earlier of the first
Business Day following the date sent by such overnight courier or upon receipt
(in each case regardless of whether such notice, request or other communication
is received by any other person to whom a copy of such notice is to be delivered
pursuant to this Section 12(a)). Any party from time to time may

                                       6
<PAGE>

change its address, facsimile number or other information for the purpose of
notices to that party by giving notice specifying such change to the other party
hereto.

                  (b)      Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof.

                  (c)      Amendments; Waiver. No modification or amendment of
any provision of this Agreement shall be effective unless it is in a writing
signed by the parties hereto. Any term or condition of this Agreement may be
waived at any time by the party that is entitled to the benefit thereof, but no
such waiver shall be effective unless set forth in a written instrument duly
executed by or on behalf of the party waiving such term or condition. No waiver
by any party of any term or condition of this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any
other term or condition of this Agreement on any future occasion. All remedies,
either under this Agreement or by law or otherwise afforded, will be cumulative
and not alternative.

                  (d)      No Assignment; Binding Effect. Except as otherwise
expressly set forth herein, neither this Agreement nor any right, interest or
obligation hereunder may be assigned (by operation of law or otherwise) by any
party hereto without the prior written consent of the other parties hereto and
any attempt to do so will be void. Subject to the preceding sentence, this
Agreement is binding upon, inures to the benefit of and is enforceable by the
parties hereto and their respective successors, heirs and assigns (including any
successor entity to the Company).

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

                  (f)      Invalid provisions. If any provision of this
Agreement is held to be illegal, invalid or unenforceable under any present or
future law, and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i) such
provision will be fully severable, (ii) this Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof, (iii) the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by the illegal, invalid
or unenforceable provision or by its severance herefrom and (iv) in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically
as a part of this Agreement a legal, valid and enforceable provision as similar
in terms to such illegal, invalid or unenforceable provision as may be possible.

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

                  (h)      Jurisdiction: Venue. All actions and proceedings
arising out of or relating to this Agreement shall be heard and determined in
any New York state or federal court sitting in

                                       7
<PAGE>

the City of New York, and each party hereby irrevocably accepts and consents to
the exclusive personal jurisdiction of those courts for such purpose. In
addition, each party hereby irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of venue
of any action or proceeding arising out of or relating to this Agreement or any
judgment entered by any court in respect thereof brought in any state or federal
court sitting in the city of New York and further irrevocably waives any claim
that any action or proceeding brought in any such court has been brought in an
inconvenient forum.

                  (i)      Waiver of Trial by Jury. IN ANY ACTION OR PROCEEDING
ARISING HEREFROM, THE PARTIES HERETO CONSENT TO TRIAL WITHOUT A JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER
OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR PROCEEDING.

                  (j)      Interpretation. The parties hereto agree that this
Agreement is the product of negotiation between sophisticated parties and
individuals, all of whom were represented by counsel, and each of whom had an
opportunity to participate in and did participate in, the drafting of each
provision hereof. Accordingly, ambiguities in this Agreement, if any, shall not
be construed strictly or in favor of or against any party hereto but rather
shall be given a fair and reasonable construction.

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

                            [SIGNATURE PAGE FOLLOWS]

                                       8
<PAGE>

         IN WITNESS WHEREOF, the Company and each of the Holders have executed
this Equity and Warrant Agreement as of the date first written above.

                                       WELLCARE HOLDINGS, LLC

                                       By /s/ Todd Farha
                                          --------------------------------------
                                          Todd Farha
                                          President and Chief Executive Officer

                                       /s/ Kiran C. Patel
                                       -----------------------------------------
                                       Kiran C. Patel, M.D.

                                       /s/ Pradip C. Patel
                                       -----------------------------------------
                                       Pradip C. Patel

                                       /s/ Rupesh Shah
                                       -----------------------------------------
                                       Rupesh Shah

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                     The Number of Class B Common
                                     Units that such Holders has the right
    Holder                           to purchase pursuant to the Warrants
    ------                           ------------------------------------
<S>                                  <C>
Kiran C. Patel, M.D.                               4,424.045
Pradip C. Patel                                    1,317.333
Rupesh Shah                                        1,119.733

   Total Warrant Units                             6,861.111
</TABLE>

<PAGE>

                                                                       EXHIBIT A

                          NON-RECOURSE PROMISSORY NOTE

_______________ ____, ______                                          $_________

                  [_______] (the "Maker"), for value received, hereby promises
to pay to WellCare Holdings, LLC, a Delaware limited liability company (the
"Company"), the principal amount of [________] on the date Maker (or the heirs,
personal representatives or relatives of Maker) ceases to own any of the
Restricted Units (as herein defined) (the "Maturity Date").

                  Pursuant to an Equity and Warrant Agreement, dated as of
________ ___, 2002 (the "Equity and Warrant Agreement"), between the Maker, the
Company and the other parties named therein, the Maker has exercised certain of
the Warrants (as such term is defined in the Equity and Warrant Agreement) and
purchased [_______] Class B Common Units (as herein defined) (the "Purchased
Units"). As permitted by the Equity and Warrant Agreement, the Maker has issued
this Note to the Company as payment of the applicable Exercise Price (as such
term is defined in the Equity and Warrant Agreement) by the Maker for the
Purchased Units.

                  1.       DEFINITIONS. For purposes of this Note, the following
capitalized terms have the following meaning:

                  "Class B Common Units" means the Company's Class B Common
Units (as such term is defined in the LLC Agreement).

                  "LLC Agreement" means the Company's Amended and Restated
Limited Liability Company Agreement, dated as of ______ ___, 2002, as amended
from time to time.

                  "Restricted Units" shall have the meaning given to such term
in the Equity and Warrant Agreement, and shall include the Purchased Units.

                  2.       PAYMENT OF PRINCIPAL.

                  (a)      SCHEDULED PAYMENT. The Maker will pay the entire
unpaid principal amount of this Note on the Maturity Date.

                  (b)      OPTIONAL PREPAYMENT. Subject to Section 3 hereof, the
Maker may prepay the principal amount of this Note, in whole or in any $1,000
increment, at any time and from time to time.

                  (c)      MANDATORY PREPAYMENTS.

                  (i)      Until such time as the principal amount of this Note
         is paid in full, if at any time any holder of Restricted Units
         originally held by the Maker sells or otherwise transfers any such
         Restricted Units, then, on the date of the consummation of such sale or
         transfer, the Maker shall be obligated, to the extent the Maker has
         obligations to the

<PAGE>

         Company (or any of its successors) under this Note, to pay to the
         Company (or such successor) an amount equal to the gross proceeds
         received by such holder for the Restricted Units sold or otherwise
         transferred and such amount paid to the Company shall reduce the
         principal amount of this Note.

                  (ii)     Until such time as the principal amount of this Note
         is paid in full, if the Company (or any of its successors) pays any
         distributions or dividends with respect to any Restricted Units
         originally held by the Maker, then, such distributions or dividends, as
         the case may be, shall be paid to the Company (or such successor)
         rather than to the holders of such Restricted Units, and such amount
         paid to the Company (or such successor) shall reduce the principal
         amount of this Note. Notwithstanding the foregoing, Tax Advances (as
         such term is defined in the LLC Agreement) distributed under Section
         7.3 of the LLC Agreement shall not be applied to reduce the principal
         amount of this Note.

                  3.       INTEREST. No interest shall accrue on this Note.

                  4.       EVENTS OF DEFAULT.

                  (a)      DEFINITION. An "Event of Default" will be deemed to
have occurred if the Maker fails to pay any amount of the principal on this Note
as and when required pursuant to the terms hereof.

                  (b)      CONSEQUENCES OF EVENTS OF DEFAULT.

                  (i)      If an Event of Default has occurred, then the
         aggregate principal amount of this Note will become immediately due and
         payable without any action on the part of the Company.

                  (ii)     Notwithstanding anything to the contrary contained
         herein, the Company's sole remedy in the event of an Event of Default
         is to collect amounts due to the Company pursuant to Sections 2(c)
         hereof, and except for payment obligations pursuant to Sections 2(c)
         hereof, the Maker shall have no liabilities to the Company pursuant to
         this Note.

                  5.       AMENDMENT AND WAIVER. None of the terms or provisions
of this Note may be altered, modified or amended except by an instrument in
writing, duly executed by the Company and the Maker. The Company shall not by
any act, delay, omission or otherwise be deemed to have waived any of its rights
or remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on any future occasion. No failure to exercise nor any delay in exercising on
the part of the Company, any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.

                                       2
<PAGE>

                  6.       CANCELLATION. After all principal at any time owed on
this Note have been paid in full, this Note will be surrendered to the Maker for
cancellation.

                  7.       PAYMENTS. All cash payments to be made to the Company
will be made in the lawful money of the United States of America in immediately
available funds. Payments of principal in respect of this Note will be delivered
to the Company at the Company's chief executive office.

                  8.       DESCRIPTIVE HEADINGS; GOVERNING LAW. The descriptive
headings of the several Sections of this Note are inserted for convenience only
and do not constitute a part of this Note. This Note shall be governed by and
construed in accordance with the laws of the state of New York, without giving
effect to any rules, principles or provisions of choice of law or conflict of
laws.

                  9.       BUSINESS DAYS. If any payment is due, or any time
period for giving notice or taking action expires, on a day which is a Saturday,
Sunday or legal holiday in the State of New York, then the payment will be due
and payable on, and the time period will automatically be extended to, the next
business day immediately following such Saturday, Sunday or legal holiday.

                  10.      SEVERABILITY. If any provision of this Note is held
by any court of competent jurisdiction to be illegal, void or unenforceable,
such provision will be of no force and effect, but such holding shall have no
effect upon the enforceability of any other provision.

                  11.      GENERAL. This Note:

                  (a)      constitutes the entire agreement among the parties
with respect to the subject matter hereof;

                  (b)      supersedes any and all prior understandings relating
to such subject matter; and

                  (c)      will be binding upon and inure to the benefit of the
parties and their respective heirs, executors, administrators, successors and
assigns.

                  12.      WAIVER OF JURY TRIAL. THE MAKER (AND, BY ITS
ACCEPTANCE OF THIS NOTE, THE COMPANY) HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN
CONNECTION WITH, OR ARISING OUT OF THIS NOTE OR THE VALIDITY, PROTECTION,
INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

                                      *****

                                       3
<PAGE>

                  IN WITNESS WHEREOF, the Maker has executed and delivered this
Non-Recourse Promissory Note as of the date specified above.

                                                 _______________________________
                                                 [MAKER]